Document Text
                                                ALD

  Limited liability company with a board of directors (société anonyme à conseil d'administration)
                               with a share capital of €606,155,460

                                         Registered Office:

             Tour Société Générale « Chassagne », 15-17 Cours Valmy, 92800 Puteaux

                        417 689 395 Nanterre Trade and Companies Register

                   REGISTRATION DOCUMENT (DOCUMENT DE BASE)




In accordance with its General Regulations (Règlement Général) and, in particular Article 212-23
thereof, the Autorité des marchés financiers (the "AMF") registered this Registration Document on
11 May 2017 under number I. 17-042. This document may not be used in the context of any
securities offering unless completed by a Securities Note in respect of which the AMF has granted a
visa. The Registration Document has been prepared by the issuer, and its signatories therefore
assume responsibility for its contents.
This registration was granted after the AMF had verified that the document is complete and
comprehensible and that the information it contains is coherent, in accordance with the provisions of
Article L. 621-8-1-I of the French Monetary and Financial Code. It does not imply that the AMF has
verified the accounting and financial information presented herein.



Copies of this Registration Document may be obtained free of charge at the ALD's registered office at
Tour Société Générale « Chassagne », 15-17 Cours Valmy, 92800 Puteaux, as well as on the website
of ALD, (www.aldautomotive.com) and on the website of the AMF (www.amf-france.org).
                                                NOTE



In this Registration Document:

       the terms "Company" and "ALD" refer to ALD;

       the terms "Group" and "ALD Group" refers to ALD and its consolidated subsidiaries,
        branches and equity interests, collectively.

       where reference is made to the Group's fleet, the number of vehicles included within the fleet
        is equal to the number of contracts with customers relating to those vehicles, with one vehicle
        being equal to one customer contract.

       unless otherwise indicated, fleet figures as at 31 December 2015 include the MKB acquisition
        which was signed in 2015 and consummated and consolidated in 2016 (see Section 7.2.2.1 -
        "Acquisitions").

The Group's geographic segments for the purposes of its financial reporting are referred to in this
document as (i) Western Europe, (ii) Northern Europe (referred to as "Nordics" in the financial
accounts), (iii) Central and Eastern Europe (referred to as "Continental & Eastern Europe" in the
financial accounts) and (iv) South America, Africa & Asia (referred to as "LatAm, Africa, Asia &
Rest of the World" in the financial accounts). There is no difference in perimeter between the
geographic segments as defined in this Registration Document and in the financial accounts.

This Registration Document describes the Group as it exists as at the date of this Registration
Document.

Forward-looking Statements

This Registration Document contains "forward-looking statements" regarding the prospects and
growth strategies of the Group. Forward-looking statements involve known and unknown risks and
uncertainties, many of which are beyond the Group's control and all of which are based on the Group's
current beliefs and expectations about future events. Forward-looking statements are sometimes
identified by the use of forward-looking terminology such as "believes", "expects", "may", "will",
"aims", "intends", "should", "could", "anticipates", "estimates", "plans", "assumes", "consider",
"envisage", "think", "wish" and "might", or, if applicable, the negative form thereof, other variations
thereon or comparable expressions or formulations. Forward-looking statements have no historically
factual basis and should not be interpreted as a guarantee of future performance and the Group's actual
financial condition, results of operations and cash flows and the developments in the industry where
the Group operates may differ materially from those made in or suggested by the forward-looking
statements contained in this Registration Document. The forward-looking statements contained in this
Registration Document are based on data, assumptions, and estimates that the Group considers
reasonable. Such information is subject to change or modification based on uncertainties in the
economic, financial, competitive or regulatory environments. Forward-looking statements appear in a
number of chapters of this Registration Document and include statements relating to the Group's
intentions, estimates and targets with respect to its markets, strategies, growth, results of operations,
financial situation and liquidity. The Group's forward-looking statements speak only as of the date of




                                                  -2-
this Registration Document. Absent any applicable legal or regulatory requirements, the Group
expressly disclaims any obligation to update any forward-looking statements contained in this
Registration Document to reflect any change in its expectations or any change in events, conditions or
circumstances on which any forward-looking statement contained in this Registration Document is
based. For a discussion of risks that may affect the occurrence or achievement of such forward-
looking statements, see Chapter 4 "Risk Factors" of this Registration Document. In addition, new
risks, uncertainties and other factors may emerge that may cause actual results to differ materially
from those contained in any forward-looking statements.

Information on the Market and Competitive Environment

This Registration Document contains information, in particular in Chapter 6 "Business overview",
about the Group's markets and its competitive position, including information about the size of such
markets. In addition to estimates made by the Group, the facts on which the Group bases its
statements are taken primarily from studies, estimates, research, information and statistics of
independent third parties and professional organisations and figures published by the Group's
competitors, suppliers and customers, as well as the Company's own experience and knowledge of
conditions and trends in the markets in which the Group operates.

In addition, given the rapidly evolving and dynamic market in which the Group operates, some
information may prove to be incorrect or outdated. As a result, the Group's activities may evolve
differently from the projections included in this Registration Document. The Group undertakes no
obligation to publish any updates to the market information contained herein except in connection
with any legal or regulatory obligation that are applicable to it.

IFRS and Non-IFRS Financial Measures

This Registration Document includes the Group’s consolidated financial statements established under
IFRS as adopted by the European Union (“IFRS”) for the years ended 31 December 2016,
31 December 2015 and 31 December 2014.

This Registration Document also includes certain unaudited measures of the Group's performance that
are not required by, or presented in accordance with IFRS, including (as defined in Section 9.2.3
"Non-IFRS measures and Key Performance indicators (KPIs)"): Earning Assets, Cost to Income
Ratio, Return on Equity, Return on Average Earning Assets, Cost of Risk to Average Earning Assets
Ratio, Fleet on Balance Sheet and Effective Tax Rate. The Group presents these measures because it
believes them to be important supplemental measures of performance and cash flow that are
commonly used by securities analysts, investors and other interested parties in the evaluation of
companies in the Group's industry and that such measures can prove helpful in enhancing the
visibility of underlying trends in the Group's operating performance. However, these measures have
limitations as analytical tools and they should not be treated as substitute measures for those stated
under IFRS and they may not be comparable to similarly titled measures used by other companies.
See Chapter 9 "Operating and Financial Review" and Chapter 10 "Liquidity and Capital Resources"
of this Registration Document for a discussion of these financial measures and certain reconciliations
to comparable IFRS measures.




                                                -3-
Risk Factors

Investors should carefully consider the risk factors in Chapter 4 "Risk Factors" of this Registration
Document. The occurrence of all or any of these risks, separately or in combination, could have a
material adverse effect on the Group's business, reputation, financial condition, results of operations
or prospects. Furthermore, additional risks that have not yet been identified or that are not considered
material by the Group as of the date of this Registration Document could produce material adverse
effects.

Rounding

Certain figures (including data expressed in thousands or millions) and percentages contained in this
Registration Document, including financial information, have been subject to rounding adjustments.
Accordingly, in certain instances, the sum of the numbers in a column or a row in tables may not
conform exactly to the total figure given for that column or row or the sum of certain numbers
presented as a percentage may not conform to the total percentage given.

Websites and Hyperlinks

References to any website or the content of any hyperlink contained in this Registration Document do
not form a part of this Registration Document.




                                                 -4-
                                                      TABLE OF CONTENTS

CHAPTER 1. PERSONS RESPONSIBLE ......................................................................................... 8
        1.1        Name and position of the person responsible for the Registration Document.................. 8
        1.2        Certification of the person responsible for the Registration Document ........................... 8
        1.3        Name and position of the person responsible for the financial information ..................... 8
CHAPTER 2. PERSONS RESPONSIBLE FOR AUDITING THE FINANCIAL
STATEMENTS ..................................................................................................................................... 9
        2.1        Statutory auditors .............................................................................................................. 9
        2.2        Alternate statutory auditors............................................................................................... 9
CHAPTER 3. SELECTED FINANCIAL INFORMATION .......................................................... 11
CHAPTER 4. RISK FACTORS ........................................................................................................ 14
        4.1        Risks Related to the Group's Industry and Business....................................................... 14
        4.2        Financing Risks .............................................................................................................. 29
        4.3        Regulatory, Legal and Tax Risks.................................................................................... 33
        4.4        Risks Associated with the Group's Shareholder Structure.............................................. 38
        4.5        Risk Management & Insurance ...................................................................................... 39
CHAPTER 5. INFORMATION ABOUT THE COMPANY .......................................................... 53
        5.1        History and development of the Company ..................................................................... 53
        5.2        Investments ..................................................................................................................... 54
CHAPTER 6. BUSINESS OVERVIEW ........................................................................................... 56
        6.1        Overview ........................................................................................................................ 56
        6.2        Car Fleet Leasing Market and Competitive Environment .............................................. 57
        6.3        Competitive Strengths and Strategy ............................................................................... 69
        6.4        Business Operations ....................................................................................................... 78
        6.5        Information Technology ............................................................................................... 100
        6.6        Relationship With Société Générale ............................................................................. 101
        6.7        Regulatory Environment ............................................................................................... 103
CHAPTER 7. ORGANISATIONAL STRUCTURE ..................................................................... 111
        7.1        Organisational chart ...................................................................................................... 111
        7.2        Subsidiaries and equity interests ................................................................................... 112
CHAPTER 8. PROPERTY, PLANTS AND EQUIPMENT ......................................................... 116
        8.1        Significant existing or planned material tangible fixed assets ...................................... 116
        8.2        Environment and Sustainable Development ................................................................. 116
CHAPTER 9. OPERATING AND FINANCIAL REVIEW ......................................................... 118
        9.1        Financial Condition ...................................................................................................... 118




                                                                       -5-
        9.2        Basis of presentation ..................................................................................................... 125
        9.3        Analysis of the results of operations ............................................................................. 129
        9.4        Critical Accounting Policies and Estimates .................................................................. 154
        9.5        Change in accounting policies, reclassifications and restatements ............................... 159
CHAPTER 10. LIQUIDITY AND CAPITAL RESOURCES ...................................................... 161
        10.1       Overview ...................................................................................................................... 161
        10.2       Financial resources ....................................................................................................... 161
        10.3       Cash flows .................................................................................................................... 162
        10.4       Financial Position as at 31 March 2017 and 31 december 2016, 2015 and 2014 ......... 175
        10.5       Anticipated sources of funds needed to fulfil planned acquisitions and commitments 186
CHAPTER 11. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES ............... 187
        11.1       Research and Development .......................................................................................... 187
        11.2       Intellectual Property, Licenses, Usage Rights and Other Intangible Assets ................. 187
CHAPTER 12. TREND INFORMATION ..................................................................................... 189
        12.1       Business trends ............................................................................................................. 189
        12.2       Medium-term objectives ............................................................................................... 189
CHAPTER 13. PROFIT FORECASTS .......................................................................................... 192
        13.1       Assumptions ................................................................................................................. 192
        13.2       profit forecasts of the group for the year ending 31 December 2017 ........................... 193
        13.3       Report by the statutory auditors .................................................................................... 194
CHAPTER 14. ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES AND
STATUTORY CORPORATE OFFICERS .................................................................................... 198
        14.1       Composition of management and supervisory bodies .................................................. 198
        14.2       Conflicts of interest ...................................................................................................... 214
CHAPTER 15. COMPENSATION AND BENEFITS ................................................................... 215
        15.1       Compensation and benefits of Statutory Corporate Officers and company officers .... 215
        15.2       Employment agreements, retirement payments and departure compensation of Statutory
                   Corporate Officers ........................................................................................................ 229
        15.3       Amount of provisions made or recorded by the company or by its subsidiaries for the
                   payment of pensions, retirement plans or other benefits .............................................. 232
CHAPTER 16. RULES APPLICABLE TO CORPORATE BODIES AND MANAGEMENT
COMMITTEES................................................................................................................................. 233
        16.1       Terms of office of members of the corporate bodies and management bodies ............ 233
        16.2       Information on service contracts between members of the administrative and
                   management bodies and the Company or any one of its subsidiaries........................... 233
        16.3       Internal regulations of the Board of Directors .............................................................. 235
        16.4       Committees of the Board of Directors .......................................................................... 236




                                                                      -6-
       16.5      Statement relating to corporate governance.................................................................. 239
       16.6      Internal control ............................................................................................................. 239
CHAPTER 17. EMPLOYEES ......................................................................................................... 240
       17.1      Description of the workforce ....................................................................................... 240
       17.2      Shareholdings and free shares ...................................................................................... 245
       17.3      Profit-sharing agreements and incentive schemes ........................................................ 245
CHAPTER 18. MAJOR SHAREHOLDERS ................................................................................. 247
       18.1      Shareholders ................................................................................................................. 247
       18.2      Voting rights of the shareholders .................................................................................. 247
       18.3      Control of the Company ............................................................................................... 247
       18.4      Shareholders' Agreements ............................................................................................ 247
       18.5      Agreements likely to lead to a change of control ......................................................... 247
CHAPTER 19. RELATED-PARTY TRANSACTIONS ............................................................... 248
       19.1      Principal related-party transactions .............................................................................. 248
       19.2      Statutory auditors' special reports on related-party agreements and commitments for
                 fiscal years 2016, 2015 and 2014 ................................................................................. 249
CHAPTER 20. FINANCIAL INFORMATION CONCERNING THE COMPANY'S ASSETS
AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES........................ 255
       20.1      Group's audited consolidated financial statements and statutory auditors' audit report for
                 the years ended 31 December 2016, 2015 and 2014 .................................................... 255
       20.2      Group's unaudited interim condensed consolidated financial statements and statutory
                 auditors' review report for the three months ended 31 March 2017 ............................. 341
       20.3      Date of latest financial information .............................................................................. 369
       20.4      Dividend distribution policy ......................................................................................... 369
       20.5      Legal and arbitration proceedings ................................................................................ 369
       20.6      Significant change in the Company's financial or trading position .............................. 372
CHAPTER 21. ADDITIONAL INFORMATION ......................................................................... 373
       21.1      Share capital ................................................................................................................. 373
       21.2      Memorandum and Bylaws ............................................................................................ 376
CHAPTER 22. MATERIAL CONTRACTS .................................................................................. 382
CHAPTER 23. THIRD-PARTY INFORMATION AND STATEMENT BY EXPERTS AND
DECLARATIONS OF ANY INTEREST ....................................................................................... 383
CHAPTER 24. PUBLICLY AVAILABLE DOCUMENTS .......................................................... 384
CHAPTER 25. INFORMATION ON HOLDINGS ....................................................................... 385




                                                                    -7-
CHAPTER 1. PERSONS RESPONSIBLE

1.1   NAME AND POSITION OF                     THE     PERSON        RESPONSIBLE          FOR     THE
      REGISTRATION DOCUMENT

      Mr. Michael Masterson, Chief Executive Officer of ALD.

1.2   CERTIFICATION OF THE PERSON RESPONSIBLE FOR THE REGISTRATION
      DOCUMENT

      I hereby certify, after having taken all reasonable measures to this effect, that the information
      contained in this Registration Document is, to the best of my knowledge, in accordance with
      the facts and contains no omission likely to affect its import.

      I have obtained from the statutory auditors a letter of completion of their work (lettre de fin de
      travaux) in which they state that they have verified the information relating to the financial
      position and the financial statements presented in this Registration Document, and that they
      have read this Registration Document in its entirety.

      11 May 2017

      Mr. Michael Masterson

      Chief Executive Officer of ALD

1.3   NAME AND POSITION OF THE PERSON RESPONSIBLE FOR THE FINANCIAL
      INFORMATION

      Mr. Gilles Momper, Chief Financial Officer of ALD.
      Tour Société Générale « Chassagne », 15-17 Cours Valmy, 92800 Puteaux

      +33 (0)1 57 29 36 75




                                                -8-
CHAPTER 2. PERSONS      RESPONSIBLE                 FOR    AUDITING        THE      FINANCIAL
               STATEMENTS

2.1   STATUTORY AUDITORS

      ERNST & YOUNG et Autres
      1-2 Place des Saisons
      Paris La Défense 1
      92400 Courbevoie

      Represented by Mr Vincent Roty and Mr Micha Missakian.

      ERNST & YOUNG et Autres is a member of the Compagnie Régionale des Commissaires
      aux Comptes de Versailles (the Regional Association of Auditors of Versailles).

      ERNST & YOUNG et Autres was appointed by decision of the general shareholders' meeting
      of the Company of 7 November 2001, and renewed by decision of the general shareholders'
      meeting of the Company of 29 June 2016, for a term of six years to end at the general
      shareholders' meeting to be convened to approve the financial statements for the year ending
      31 December 2021.

      DELOITTE & ASSOCIES
      185, Avenue Charles de Gaulle
      92524 Neuilly-sur-Seine Cedex

      Represented by Mr Jean-Marc Mickeler.

      DELOITTE & ASSOCIES is a member of the Compagnie Régionale des Commissaires aux
      Comptes de Versailles (the Regional Association of Auditors of Versailles).

      DELOITTE & ASSOCIES was appointed by decision of the general shareholders' meeting of
      the Company of 3 June 2013, for a term of six years to end at the general shareholders'
      meeting to be convened to approve the financial statements for the year ending 31 December
      2018.

2.2   ALTERNATE STATUTORY AUDITORS

      AUDITEX
      1-2 Place des Saisons
      Paris La Défense 1
      92400 Courbevoie

      Represented by Mr Christian Scholer.

      AUDITEX is a member of the Compagnie Régionale des Commissaires aux Comptes de
      Versailles (the Regional Association of Auditors of Versailles).

      AUDITEX was appointed by decision of the general shareholders' meeting of the Company of
      3 June 2013, and renewed by decision of the general shareholders' meeting of the Company of




                                              -9-
29 June 2016, for a term of six years to end at the general shareholders' meeting to be
convened to approve the financial statements for the year ending 31 December 2021.

BEAS
195 Avenue Charles de Gaulle
92200 Neuilly-sur-Seine

Represented by Ms Mireille Berthelot.

BEAS was appointed by decision of the general shareholders' meeting of the Company of 3
June 2013, for a term of six years to end at the general shareholders' meeting to be convened
to approve the financial statements for the year ending 31 December 2018.




                                        - 10 -
              CHAPTER 3. SELECTED FINANCIAL INFORMATION

              The selected financial information presented below is derived from the audited consolidated financial
              statements of the Group as of and for the years ended 31 December 2016, 2015 and 2014 and the
              unaudited interim condensed consolidated financial statements of the Group as of and for the three
              months ending 31 March 2017 (which include 31 March 2016 data as a comparative).

              The annual consolidated financial statements have been prepared in accordance with IFRS and have
              been audited by Ernst & Young et Autres and Deloitte & Associés, the Company's statutory auditors.
              The statutory auditors' reports relating to these consolidated financial statements can be found in
              Chapter 20 "Financial information concerning the Company's assets and liabilities, financial position,
              profits and losses" of this Registration Document. The three month consolidated financial statements
              have been prepared in accordance with IAS 34 and have been subject to a limited review by Ernst &
              Young et Autres and Deloitte & Associés, the Company's statutory auditors. The statutory auditors'
              review report relating to these consolidated financial statements can be found in Chapter 20 "Financial
              information concerning the Company's assets and liabilities, financial position, profits and losses" of
              this Registration Document.

              The information in this Chapter should be read together with the information contained in Chapter 9
              "Operating and financial review", Chapter 10 "Liquidity and Capital Resources" and Chapter 20
              "Financial information concerning the Company's assets and liabilities, financial position, profits and
              losses" of this Registration Document.

              The following table summarises the Group's audited results for the years ended 31 December 2016,
              2015 and 2014 and unaudited results for the three-months ended 31 March 2017 and 2016.

                                                                                     Quarter ending
                                                                                       31 March                Year ending 31 December                             Change

                                                                                                                                                      Q1
                                                                                     2017       2016         2016          2015         2014       2017/2016       2016/2015   2015/2014

                                                                                                                        (€ millions)

Leasing contract revenues ............................................                 976.7      821.0      3,520.7       3,211.5       3,015.4        19.0%          9.6%         6.5%
Leasing contract costs - depreciation ...........................                    (748.3)    (662.4)    (2,795.8)     (2,552.2)     (2,379.1)        13.0%          9.5%         7.3%
Leasing contract costs - financing ................................                   (67.7)     (50.9)      (205.9)       (229.8)       (257.0)        33.0%        (10.4%)      (10.6%)
Unrealised gains/losses on financial instruments ........                             (31.8)       13.9         (4.9)          2.1           1.8     (328.8%)       (333.3%)        16.7%
Leasing Contract Margin ..........................................                     128.8      121.6        514.1         431.6         381.1         5.9%         19.1%        13.3%
Services revenues .........................................................            442.0      397.4      1,667.0       1,574.6       1,514.7        11.2%          5.9%         4.0%
Cost of services revenues .............................................              (290.2)    (267.7)    (1,138.4)     (1,040.6)     (1,069.3)        8.4%           9.4%        (2.7%)
Services margin ...........................................................            151.8      129.6        528.6         534.0         445.4       17.1%         (1.0%)        19.9%
Proceeds of cars sold ....................................................             634.3      537.6      2,377.7       2,045.5       1,786.4       18.0%          16.2%        14.5%
Cost of cars sold ...........................................................        (586.5)    (485.5)    (2,176.2)     (1,838.3)     (1,633.3)        20.8%         18.4%         12.6%
Car sales result ............................................................            47.8      52.0        201.5         207.2         153.1       (8.1%)        (2.8%)        35.3%
GROSS OPERATING INCOME .............................                                   328.4      303.3      1,244.2       1,172.8         979.7         8.3%          6.1%        19.7%
Staff expenses ...............................................................        (90.6)     (79.5)      (342.5)       (306.3)       (279.6)        14.0%         11.8%         9.5%
General & administrative expenses ..............................                      (48.1)     (46.1)      (189.0)      (169.4))      (156.1)*        4.3%          11.6%         8.5%
Depreciation and amortisation .....................................                     (5.9)      (4.0)      (21.5)        (16.1)        (13.0)        47.5%         33.5%         23.8%
Total operating expenses ...........................................                 (144.5)    (129.6)      (553.1)       (491.8)       (448.7)       11.5%          12.5%          9.6%
Impairment charges on receivables ..............................                        (5.3)      (4.3)      (23.8)        (20.9)        (18.4)       23.3%          13.9%         13.6%
Non-recurring (expenses) .............................................                      -          -        (2.0)       (57.0)           0.0               -     (96.5)%               -
OPERATING RESULT .............................................                         178.5      169.4        665.3         603.1         512.6        5.4%          10.3%        17.7%
Share of profits from associates and jointly controlled
                                                                                                                                                       150.0%
  entities .......................................................................       0.5        0.2          0.7           0.9          0.6                      (22,2)%        50.0%
Profit before tax ..........................................................          179.0      169.6         666.1         604.0        513.2         5.5%          10.3%        17.7%
Income tax expense ......................................................             (34.2)     (37.4)      (150.4)       (174.7)      (135.7)        (8.6%)        (13.9)%       28.7%




                                                                                                    - 11 -
                                                                                         Quarter ending
                                                                                           31 March                                 Year ending 31 December                                              Change

                                                                                                                                                                                       Q1
                                                                                         2017                2016               2016                 2015             2014          2017/2016            2016/2015    2015/2014

Net income                                                                                   144.8            132.3                515.7                 429.3            377.5               9.4%          20.1%          13.7%
Non-controlling interests ..............................................                       1.2              1.3                  4.0                   5.0              2.0              (7.7%)        (20.0%)        150.0%
Net income attributable to Owners of the
 Company ..................................................................                  143.6            130.9               511.7                  424.3            375.5               9.7%          20.6%          13.0%




                      The following table summarises financial information about the Group's assets as at each of the
                      dates indicated.

                                                                                                              As at 31 March                                        As at
                                                                                                                   2017                                         31 December                                Change

                                                                                                                   unaudited                     2016              2015            2014         2016/2015         2015/2014

                                                                                                                                                                (€ millions)

                     Rental fleet..........................................................................................................................
                                                                                                                          14,573.6             14,075.0           11,674.6        10,300.9              20.6%          13.3%
                     Other property and equipment ...........................................................................................
                                                                                                                                 81.3                 75.3            46.4            39.8              62.1%          16.8%
                     Goodwill .............................................................................................................................
                                                                                                                               424.7                424.4            191.7           178.4             121.4%           7.4%
                     Other intangible assets .......................................................................................................
                                                                                                                                 30.6                 29.0            19.9            16.9              45.6%          17.8%
                     Investments in associates and jointly controlled
                                                                                                                                   6.4
                       entities .............................................................................................................................
                                                                                                                                                        6.0            5.6             4.9               6.4%          14.2%
                     Derivative financial instruments ........................................................................................
                                                                                                                                   6.8                68.9            65.0            85.1               6.1%        (23.7)%
                     Deferred tax assets..............................................................................................................
                                                                                                                               121.3                123.6            123.6           109.1               0.0%          13.3%
                                                                                                                               927.4
                     Other non-current financial assets ......................................................................................      980.2          1,072.6         1,146.7             (8.6)%          (6.5)%
                     Non-current assets ............................................................................................................
                                                                                                                        16,172.1             15,782.4             13,199.4        11,881.9             19.6%           11.1%
                     Inventories ..........................................................................................................................
                                                                                                                             206.0                209.5              173.9           161.8              20.4%            7.5%
                     Receivables from clients and financial institutions ...........................................................
                                                                                                                          1,333.7              1,270.4             1,089.2           972.2              16.6%           12.0%
                     Corporate income tax receivable ........................................................................................
                                                                                                                               77.8               113.3              128.4            71.6            (11.8)%           79.3%
                     Other receivables and prepayments ...................................................................................
                                                                                                                             708.3                670.8              503.3           522.8              33.3%          (3.7)%
                     Derivative financial instruments ........................................................................................
                                                                                                                               15.0                   9.4             64.4            15.0            (85.5)%         330.2%
                     Other current financial assets .............................................................................................
                                                                                                                             286.3                288.4              237.6           243.9              21.4%          (2.6)%
                                                                                                                             185.4
                     Cash and cash equivalents .................................................................................................. 164.6              330.9           266.5            (50.3)%          24.2%
                                                                                                                         2,812.6              2,726.2
                     Current assets ...................................................................................................................            2,527.7         2,253.8               7.9%         12.2%
                                                                                                                       18,984.7             18,508.6
                     Total assets ........................................................................................................................        15,727.1        14,135.7             17.7%          11.3%



                      The following table summarises financial information about the Group's equity and liabilities as
                      at each of the dates indicated.

                                                                                                                  As at 31 March                                     As at
                                                                                                                       2017                                      31 December                                 Change

                                                                                                                       unaudited                    2016             2015            2014             2016/2015      2015/2014

                                                                                                                                                                  (€ millions)

                        Share capital                                                                                          606.2                606.1              606.1           550.0               0.0%          10.2%
                        Share premium                                                                                          375.1                375.1              475.1             0.0            (21.0)%             -%
                        Retained earnings and other revenues                                                                1,851.1              1,484.9             1,224.6           956.5              21.3%          28.0%
                        Net Income                                                                                             143.6                511.7              424.3           375.3              20.6%          13.1%
                        Equity attributable to owners of the parent                                                         2,976.0              2,977.6             2,730.1         1,881.8               9.1%          45.1%
                        Non-controlling interests                                                                                35.9                 34.9              32.2            27.6               8.4%          16.7%
                        Total equity ........................................................................................................................
                                                                                                                            3,011.8              3,012.6             2,762.3         1,909.6               9.1%         44.7%
                        Borrowings from financial institutions ...............................................................................
                                                                                                                            7,486.1              7,665.6             5,656.4         6,328.6              35.5%        (10.6)%
                        Bonds and notes issued ......................................................................................................
                                                                                                                            1,149.6              1,916.7             1,956.2         2,023.3             (2.0)%         (3.3)%
                        Derivative financial instruments .........................................................................................
                                                                                                                                 37.5                 47.6              25.8            88.0              84.5%        (70.7)%
                        Deferred tax liabilities ........................................................................................................
                                                                                                                               214.5                206.3              179.6           161.9              14.9%          10.9%
                        Retirement benefit obligations and long term benefits ......................................................
                                                                                                                                 19.9                 19.5              17.2            17.5              13.4%         (1.7)%




                                                                                                                  - 12 -
                                                                                                      As at 31 March                                       As at
                                                                                                           2017                                        31 December                                    Change

                                                                                                           unaudited                    2016               2015              2014           2016/2015          2015/2014

                                                                                                                                                       (€ millions)

                                                                                                                      109.0                100.0
              Provisions............................................................................................................................             87.1            101.3           14.9%              (14.0)%
              Non-current liabilities ......................................................................................................
                                                                                                                   9,016.6              9,955.8            7,922.3           8,720.6            25.7%                (9.2)%
              Borrowings from financial institutions ...............................................................................
                                                                                                                   2,906.7              2,284.8            2,110.9           1,497.1              8.2%                41.0%
              Bonds and notes issued .......................................................................................................
                                                                                                                   1,766.6                 999.6           1,015.5             390.8            (1.6)%               159.9%
              Trade and other payables ....................................................................................................
                                                                                                                   2,033.5              1,985.6            1,637.4           1,417.5             21.3%                15.5%
              Derivative financial instruments .........................................................................................
                                                                                                                          3.2                  4.4             0.7               2.5           528.6%               (72.0)%
              Corporate income tax liabilities ..........................................................................................
                                                                                                                        92.0               123.4             128.4              80.7            (3.9)%                59.1%
                                                                                                                      154.2                142.3
              Provisions............................................................................................................................         149.6             116.8               (4.9)%             28.1%
                                                                                                                  6,956.2              5,540.2
              Current liabilities ..............................................................................................................           5,042.5           3,505.5                9.9%             43.8%
                                                                                                               15,972.9              15,496.0
              Total liabilities ...................................................................................................................      12,964.8           12,226.1               19.5%              6.0%
                                                                                                      18,984.7              18,508.6
              Total equity and liabilities ...............................................................................................               15,727.1           14,135.7               17.7%             11.3%




                  The following table summarises the Group's KPIs as of and for the years ended 31 December
                  2016, 2015 and 2014 and for the three-months ended 31 March 2017 and 2016.

                                                                                 Quarter ending/as at                         Year ended/as at
                                                                                     31 March                                  31 December                                                        Change
                                                                                                                                                                           Q1
                                                                                    2017                2016         2016            2015               2014            2017/2016        2016/2015     2015/2014
                                                                                                                (€ millions, except percentages, bps
                                                                                                                         and fleet numbers)
Cost to Income Ratio(1) .............................................            44.0%          42.7%            44.5%              41.9%              45.8%              3.0%             6.2%         (8.5)%
        Total operating expenses ...................................             (144.5)        (129.6)          (553.1)            (491.8)            (448.7)           11.5%            12.5%             9.6%
        Gross operating income .....................................             328.4           303.3          1,244.2            1,172.8              979.7             8.3%             6.1%             19.7%
Return on Average Equity(2)....................................                  19.3%          18.8%            17.9%              18.4%              21.9%              2.7%            (2.2)%        (16.4)%
        Net Income attributable to owners of the
          company(3) .....................................................       143.6           130.9            511.7              424.3              375.5             9.7%            20.6%             13.0%
        Average shareholder's equity ............................                2,977           2,787          2,853.9            2,306.1             1,715.2            6.8%            23.8%             34.5%
Earning Assets ..........................................................        15,106         12,425           14,588             12,163             10,707            21.6%            19.9%             13.6%
        Rental fleet at net book value ............................              14,574         11,936           14,075             11,675             10,301            22.1%            20.6%             13.3%
        Finance lease receivables ..................................              532             489              513                489               406               8.8%             4.9%             20.4%
Return on Average Earning Assets(4) .....................                        3.9%            4.3%             3.8%               3.7%               3.6%             (9.3%)            2.7%             2.8%
        Net Income attributable to owners of the
          company(3) .....................................................       143.6           130.9            511.7              424.3              375.5             9.7%            20.6%             13.0%
        Average Earning Assets ....................................              14,847         12,294           13,375             11,435             10.305            20.8%            17.0%             11.0%
Cost of Risk to Average Earning Assets Ratio(5)
  (in bps)....................................................................     14              14               18                 18                18               1.5%             0.0%             0.0%
        Impairment charges on receivables ...................                     (5.3)          (4.3)            23.8               20.9               18.4             23.3%             13.9%            13.6%
        Average Earning Assets ....................................              14,847         12,294           13,375             11,435             10,305            20.8%            17.0%             11.0%
Total Fleet (in thousands of vehicles) .......................                   1,407           1,221            1,376              1,207              1,107            15.2%            14.0%             9.0%
Fleet on Balance Sheet (in thousands of vehicles) ...                            1,070            904             1,046               895               814              18.4%            16.9%             10.0%
Effective Tax Rate ...................................................           19.1%          22.1%            22.6%              28.9%              26.4%            (13.6%)          (21.8)%            9.1%
        Tax expense at effective rate .............................               34.2            37.4           (150.4)            (174.7)            (135.7)           (8.6%)          (13.9)%            28.7%
        Profit before tax .................................................      179.0           169.6            666.1              604.0              513.2             5.5%             10.3%            17.7%


_________
(1) "Cost to Income Ratio" means total operating expenses divided by Gross operating Income.
(2) "Return on Average Equity" means for any period, Net Income attributable to owners of the company for the financial period divided by
the arithmetic average of shareholders' equity (before minority interests) at the beginning and end of the period.
(3) "Net Income attributable to owners of the company" represents profit before tax, adjusted for income tax expenses and net income
attributable to non-controlling interests, equal the proportion of the Group's net income recognised in relation to Société Générale's equity
interests.
(4) "Return on Average Earning Assets" means for any period, Net Income attributable to owners of the company for the financial period
divided by the arithmetic average of Earning Assets at the beginning and end of the period.
(5) "Cost of Risk to Average Earning Assets Ratio" means for any period, the impairment charges on receivables divided by the arithmetic
average of Earning Assets at the beginning and end of the period.
(6) Compound annual growth rate.




                                                                                                        - 13 -
CHAPTER 4. RISK FACTORS

An investment in the shares of ALD, is subject to risks. Prospective investors should consider all of
the information set forth in this registration document (the "Registration Document"), including the
following risk factors, before deciding whether to invest in ALD’s shares. The risks below are not the
only risks facing the Group. Additional risks that are not known at the date hereof, or that the Group
currently considers immaterial based on the information available to it, may have a material adverse
effect on the Group, its business, financial condition, results of operations or growth prospects as well
as on the market price of ALD’s shares once listed on the regulated market of Euronext in Paris
(“Euronext Paris”).

This Registration Document also contains forward-looking statements that involve risks and
uncertainties. The Group’s actual results may differ materially from those anticipated in these
forward-looking statements as a result of various factors, including the risks described below and
elsewhere in this Registration Document.

4.1     RISKS RELATED TO THE GROUP'S INDUSTRY AND BUSINESS

4.1.1   The Group may suffer from adverse developments in the general economic environment
        in Europe and the other regions in which it operates.

        The Group's business, financial condition, results of operations and prospects are sensitive to
        general business and economic conditions in the markets in which it operates. A downturn in
        economic conditions resulting in fluctuations in the availability or cost of funding, high
        unemployment rates, exchange rate fluctuations, a downturn in the automotive industry due to
        reduced consumer and corporate spending including as to new and used car sales markets,
        increased bankruptcy filings or a decline in the strength of national and local economies in
        which it operates, changes in tax policies on employee benefits and other factors that
        negatively affect corporate balance sheets and consumer spending could decrease demand for
        vehicle leasing, fleet management and driver mobility services and increase payment
        delinquency and credit losses in its operations.

        For example, if weaknesses in the economies where the Group operates negatively affects
        prices in the used car sale markets, as was the case following the financial crisis of 2008-
        2009, the Group may suffer losses from increased prospective depreciation charges and on the
        resale of these vehicles at lease termination.

        In addition, business and economic conditions that negatively affect corporate balance sheets
        and customer behaviour related to its businesses could lead to a decrease in demand for its
        vehicle leases. For a number of businesses, running a vehicle fleet is often one of the business
        expense categories targeted for cost reduction. Since the onset of the global economic crisis in
        2008, many businesses have had to reduce operating costs and implement cost control
        measures and this has included reductions in corporate travel and related corporate expenses,
        including modification of car policies. In addition, the conditions in the economies in which
        the Group operates may result in increased rates of customer defaults, delinquencies and
        impairments to its receivables, particularly if the rate of economic activity were to decrease or
        slow down.




                                                 - 14 -
        The Group is particularly vulnerable to economic developments in Europe (including the
        UK), where 94.7% of the Group's total fleet is located as at 31 December 2016 and 96.6% of
        the Group's Gross operating income for the year ended 31 December 2016 has been
        generated. The economies of European countries in which the Group operates have
        experienced average growth rates of, 1.6% and 1.4% in the three years ending 31 December
        2016, according to the IMF (Source: International Monetary Fund, World Economic Outlook
        Database). Any future economic downturns in Europe, including as a result of the UK's vote
        in a referendum on 23 June 2016 to leave the European Union or populist electoral outcomes
        in Europe, could lead to adverse consequences for the Group.

        In addition, while the emerging economies in which the Group operates in South America,
        Africa and Asia have experienced growths of 0.3%, (1.3)% and (2.0)% (South America),
        3.6%, 3.4% and 2.1% (Africa) and 5.5%, 5.3% and 5.2% (Asia), respectively, in the three
        years ending 31 December 2016 according to the IMF, there is a risk that emerging markets
        growth will weaken in the coming years. These economies represent 5.3% of the Group's fleet
        as at 31 December 2016.

        The materialisation of any of the risks described above could have a material adverse effect
        on the Group's business, financial condition, cash flows, results of operations and prospects.

4.1.2   The Group may suffer from adverse developments in the automotive industry, the
        vehicle leasing and fleet management industry and the other market sectors directly
        related to its business.

        General developments in the automotive industry are important for the Group, due to their
        effects on the terms and conditions for purchasing, servicing and using personal vehicles.

        The Group is dependent on developments in personal transport trends, which are subject to a
        variety of factors that it cannot influence. These include, for example, the evolution of oil
        prices and renewable energy prices and infrastructure, the expansion of public transport
        infrastructure, improvements in traffic flow, the increasing availability of car-sharing and
        other mobility services, urban policies adversely affecting personal car use, change of policies
        affecting diesel vehicles in Europe or other markets in which the Group operates, the
        imposition of carbon taxes and other regulatory measures to address climate change, pollution
        or other negative impacts of mass transport. The negative development of these factors may
        affect the use of cars and therefore the business of the Group.

        In addition, the Group is highly dependent on being able to purchase popular vehicle models
        on competitive terms. The factors mentioned above also influence both the purchase prices of
        vehicles and the potential profits that can be generated when vehicles are sold at the end of
        the lease. In addition, the difference between the price the Group pays to acquire a vehicle
        and its estimated residual value impacts the price it charges for its leases.

        Additionally, prices for petroleum-based products, which include petrol, diesel and tyres,
        have recently experienced major volatility, declining significantly in 2015 and most of 2016
        and increasing in the fourth quarter of 2016. If oil prices were to continue to recover and
        return to higher levels, automotive travel patterns might be adversely affected in many ways.
        For example, limitations in fuel supplies or significant increases in fuel prices could
        significantly discourage customers from using vehicles, which could negatively impact the




                                                - 15 -
        demand for leased vehicles and the mileage contracted in relation thereto, as well as the
        demand for used cars, and have an adverse effect on the Group's business and results of
        operations.

        The materialisation of any of the risks described above could have a material adverse effect
        on the Group's business, financial condition, cash flows, results of operations and prospects.

4.1.3   The Group may be unable to compete successfully or competition may increase in the
        businesses in which it operates.

        The Group operates in a highly competitive industry characterised by consolidation in a
        number of its core markets, particularly in the more mature European markets, such as in
        France with the acquisition of General Electric Capital Fleet Services by Arval in November
        2015. As a result, there is an increasing importance put on the scale of fleet management and
        driver mobility service providers.

        The Group's principal competitors are, at the global level, bank affiliates, car manufacturer
        captives and international independent operators. In addition, in certain markets, the Group
        may be in competition with local players.

        The Group believes that price, together with quality of service and strength of customer
        relationships, is a key competitive factor in the large corporate vehicle leasing and
        management markets. The Group's competitors, some of whom are part of larger automotive
        manufacturing firms or banks that may have access to substantial funding at a low cost, may
        seek to compete aggressively on the basis of pricing. Further, increases in price tendering
        processes may further increase the prevalence and intensity of price competition in the future.
        As a result, the Group may be required by customers to match competitors' downward pricing
        either to maintain or gain market share, which may adversely affect the Group's margins. If
        the Group does not match or remain within a reasonable competitive distance from its
        competitors' pricing, it may lose customers and/or business volume.

        In addition, the Group’s positioning is dependent on its ability to meet customers’
        expectations. The Group's ability to meet the expectations of its customers depends on its
        ability to continuously improve its existing range of products and services and to develop new
        products, services, systems and software that meet the evolving needs of its customers. The
        Group must improve and successfully market its existing product range in order to compete
        successfully in the future, which it may fail to do. In an environment of changing market
        conditions and customer requirements, the Group must continuously develop new product and
        service ideas, whose introduction and penetration in its primary European markets can result
        in upfront investment costs in technology and people to support the development and
        marketing of the products. For example, the Group's efforts to adapt its model to new
        mobility habits may not succeed if such habits do not develop as expected.

        The materialisation of any of the risks described above could have a material adverse effect
        on the Group's business, financial condition, cash flows, results of operations and prospects.




                                                - 16 -
4.1.4   The Group may not be able to dispose of its used vehicles at desirable prices, and it faces
        risks related to the residual value of its vehicles in connection with such disposals.

        The Group generally retains the residual value risk on the vehicles it leases and sells the
        vehicles that are returned by customers at the end of their leasing contracts (96.1% of the
        Group's leasing contract portfolio as at 31 December 2016 was under operating leases), and
        generates profit or losses on the sale of such vehicles. Gross operating income derived from
        Car Sales Results totalled €201.5 million, €207.2 million and €153.1 million for the years
        ended 31 December 2016, 2015 and 2014, respectively.

        The Group is exposed to potential losses in a given reporting period caused by (i) the resale of
        vehicles associated with leases terminated in the reporting period where the used car resale
        price is lower than its net book value (defined as acquisition costs less depreciation charges
        applied during the lease term so as to depreciate the value of the vehicle to its residual value
        as estimated at lease inception) and (ii) additional depreciation booked if the expected
        residual values of its vehicles decline below the contractual residual value. On a generally
        semi-annual basis, the Group reviews the residual values recorded for each vehicle at the
        expected lease termination date and, where it considers that there may be a shortfall in the rate
        of recognition of depreciation costs, it records additional depreciation prospectively over the
        remaining term of the contract to offset the anticipated shortfall.

        The ability to market used vehicles and the level of the resulting sales proceeds and the risk
        that such sales proceeds are less than the residual values of such vehicles estimated at the
        inception of a lease is mainly affected by external factors, which are outside the Group’s
        control. These external factors include, among others, changes in economic conditions,
        consumer confidence, government policies, tax regulations relating to vehicles, consumer
        preferences, new vehicle pricing, new vehicle sales, new vehicle brand images or marketing
        programs, the actual or perceived quality, safety or reliability of vehicles, the mix of used
        vehicle supply, the closure of manufacturers, the levels of current used vehicle values,
        exchange rates as well as vehicle recalls and regulatory investigations, such as those in 2015
        and 2016 related to diesel-car manufacturers. As of 31 December 2016, diesel engine vehicles
        constituted 80% of the Group's fleet and 93% of the Group's fleet in France.

        For example, the onset of the global economic crisis in 2008 caused a decrease in the Group's
        sales proceeds from previously leased vehicles, resulting in negative car sales margins as well
        as additional depreciation recorded during the years 2008-2010 (with a negative Car Sales
        Results of €(149) million in 2009 and €(43) million in 2010. Losses reduced significantly in
        2011 and 2012 (€(5.2) million and €(2.3) million respectively and since 2013, market prices
        have recovered and, combined with the Group's more pro-active residual value management
        setting from 2008 onwards, this has contributed to a growth in Car Sales Results in each of
        the years since 2013.

        There can be no assurance that market prices for used vehicles will not decline in future
        periods, and that the adjustments the Group makes to its depreciation costs during the life of
        the leasing contract reflect the full decline of the residual value of the leased vehicle based on
        the actual sales proceeds from such vehicle. As a result, if the Group's adjustments to
        depreciation costs are less than the full decline of the residual value of the vehicle, the used
        car resale price will be lower than its net book value, and thus will generate a loss on resale




                                                 - 17 -
        activity. As of 31 December 2016, while the Group has recorded additional depreciation on
        its balance sheet in order to provide for potential future decreases in residual value, this
        additional depreciation may not be sufficient to cover all of any actual future decreases in
        residual value.

        The residual value of the Group’s vehicles is set locally as the expertise in used car markets is
        local, and is then reviewed and approved centrally on a generally semi-annual basis.
        Therefore, any adverse change in prevailing market prices in one of the 41 countries in which
        the Group has a fleet can have an adverse effect on the prices it is able to generate from its
        used vehicle sales and the profitability of those sales in the relevant market.

        For additional information on the Group's management of its residual value risk, see Section
        4.5.1.1 "Residual value risk management ".

        The materialisation of any of the risks described above could have a material adverse effect
        on the Group's business, financial condition, cash flows, results of operations and prospects.

4.1.5   The Group is exposed to the risk that its customers may default on lease and/or fleet
        management contracts or that the credit quality of its customers may deteriorate.

        Credit risk, which is the risk of loss arising from the failure of the Group's customers or
        contractual counterparties to fulfil their financial obligations under the terms of a contract
        with the Group, may have a significant effect on the Group's business, financial condition,
        cash flows, results of operations and prospects. This includes the risk of a default on lease
        payments and accounts receivable due to the Group.

        The Group's credit risk is heavily dependent upon its client concentration, the geographic and
        industry segmentation of its credit exposures, the nature of its credit exposures and the quality
        of its portfolio of leased vehicles, as well as economic factors that may influence the ability of
        customers to make scheduled payments, including business failures, corporate debt levels and
        debt service burdens and economic health of its customers. For instance, as a result of the
        negative effects on some of these factors during the global economic crisis in 2008-2009, the
        Group briefly experienced moderately higher default rates with its corporate and small and
        medium-sized enterprises. Since 2011, the cost of risk 1 has remained below 25 bps.
        Customers' defaults generally result in a higher rate of impairment on receivables.

        As at 31 December 2016, the Group's receivables from clients and financial institutions were
        €1,270.4 million, of which €63.3 million were past due for more than 90 days. At this same
        date, the Group had €85.8 million in allowances for impairment.

        While the Group generally has the ability to recover and resell leased vehicles following a
        customer default, the resale value of the recovered vehicles may not be adequate to cover its
        loss as a result of a default. The Group may also not be able to resell the relevant vehicle at
        all. Although the Group estimates impairment charges in its audited consolidated financial
        statements for possible losses on its existing debtors based on its past experience and general
        economic conditions, there can be no assurance that its impairment charges will be sufficient


1
    Cost of risk in bps is calculated as a percentage of Average Erning Assets (as defined in Chapter 9)




                                                     - 18 -
        to cover actual losses resulting from customer defaults, particularly if the rate of customer
        default increases significantly.

        For its corporate counterparties, the Group assesses and monitors the probability of default of
        individual counterparties using internal rating models that combine statistical and analytical
        methods with in-house judgment, which are benchmarked when possible by comparison with
        externally available data. Although its local credit acceptance policies, which are reviewed on
        a regular basis, take into account market conditions, an increase in credit risk, in particular
        jurisdictions or relative to specific client segments, could increase the Group's provisions for
        credit losses. The Group has also implemented procedures to manage its credit risk exposure,
        including contacting delinquent customers for payment, arranging for the repossession of
        vehicles under defaulted contracts and selling repossessed vehicles. However, there can be no
        assurance that its origination procedures, monitoring of credit risk, payment servicing
        activities, maintenance of customer account records or repossession policies are or will be
        sufficient to address the credit risk inherent in its business or the credit risk inherent in its
        B2C segment as the Group's business model evolves, as corporate models may not be
        adequate in predicting and managing consumer credit risk. As at 31 December 2016, 62% of
        the Group's rated customers were rated BBB or higher.

        For additional information on the Group's management of its credit risk, see Section 4.5.1.2
        "Credit risk management ".

        The materialisation of any of the risks described above could have a material adverse effect
        on the Group's business, financial condition, cash flows, results of operations and prospects.

4.1.6   The Group's business relies on contractual relationships with key customers and
        partners, including car manufacturers and banks.

        The Group has a diversified portfolio of clients, composed of a number of significant
        corporate customer accounts in its vehicle leasing and fleet management businesses. As at 31
        December 2016, the Group's Key International Accounts (as defined in Section 6.4.3.1 "Key
        Corporate Customers") and its ten, twenty and 100 largest customers (by fleet in contracts)
        accounted for 32%, 6%, 9% and 20% of its fleet in contracts, respectively, with the largest
        customer accounting for 0.8% of its fleet in contracts.

        The Group's leasing contracts may be terminated by its counterparties early. Although early
        termination charges typically apply on the early termination of a leasing contract, there can be
        no assurance that a customer will not default on such payment and that such charges will be
        sufficient to cover the Group's losses. These agreements typically have a duration of, on
        average, 43 months and may be terminated in certain situations.

        In addition, the Group has significant partnerships for the distribution of its products, both
        with car manufacturers and banks. Distribution partnerships with car manufacturers and banks
        represented 29% of the Group's fleet as at 31 December 2016. No partnership with a car
        manufacturer or bank accounted for more than 8% of the Group's total fleet as at 31
        December 2016. Agreements with car manufacturer and bank partners are generally entered
        into on a country by country basis and typically have an initial term of 3 years, are
        automatically renewed from year to year and may be terminated in certain situations
        (including upon notice).




                                                 - 19 -
        There is a risk that car manufacturers will internalise their fleet management and this
        increases competition and the risk that the Group's largest partners will terminate or not renew
        their agreements. For example, PSA’s recent agreement to acquire Opel, a car manufacturer
        with which the Group has partnership agreements accounting for 3% of the Group's fleet as at
        31 December 2016, could result in such partnership agreements not being renewed in the
        future if Opel were to decide to internalise the management of its fleet with the Group over
        time. If any of the Group's partnerships or Key International Accounts were to be terminated,
        not renewed, entered into with or transferred to a competitor or renewed on less advantageous
        terms, this may materially and adversely affect the Group’s business.

        The materialisation of any of the risks described above could have a material adverse effect
        on the Group's business, financial condition, cash flows, results of operations and prospects.

4.1.7   The Group relies on third-party suppliers to acquire and service its fleet, and it may
        suffer from adverse developments affecting any of their businesses or from deterioration
        in its relationships with any of them.

        The Group purchases the vehicles it leases to its customers from car manufacturers and
        dealers. The Group depends on these manufacturers and dealers for the supply of attractive
        vehicle models on competitive terms, in sufficient quantities, with satisfactory quality and on
        a timeline compatible with its business model. There is no assurance that the Group will be in
        a position to negotiate purchase conditions relative to its competitors that allows for it to
        remain competitive or to renew at favourable terms or at all these agreements. In addition, the
        relationships may deteriorate. As at 31 December 2016, the Group's top three suppliers were
        Ford, Renault and Volkswagen, which represent 15%, 13% and 11% of the Group's vehicles
        on balance sheet by brand.

        The Group has entered into framework agreements with a number of dealers, oil companies,
        garages, tyre fitters, short term rental companies, insurance companies, and other essential
        service providers in order to complement its full-service offering and provide its customers
        with competitively priced vehicle parts, maintenance and repair services. In particular, the
        framework agreements allow the Group to benefit from substantial discounts, and in some
        cases they entitle the Group to bonus payments. The Group works with car manufacturer
        networks for car delivery, maintenance and repair and specialised networks for short term
        rental, tyres, body repairs, spare parts and glasses. The Group believes that it has obtained
        competitive commercial terms in 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 of other mainly yearly targets. There is no assurance that such
        framework agreements will not be terminated or that they will be renewed under favourable
        terms or at all. If the Group's relationships with any of these significant suppliers or service
        providers were to deteriorate, or if their business were to be adversely affected by external
        events or become insolvent, this could have an adverse impact on the Group's business.

        The Group is additionally dependent on strategic considerations of the manufacturers or
        dealers it transacts with, or changes in market conditions in the automobile industry. Its
        business relies in part on relationships with dealers that are willing to sell it new vehicles at
        little or no mark-up on the wholesale price and the Group may not be able to acquire new
        vehicles on such favourable terms in the future. In addition, if any of the large manufacturers




                                                 - 20 -
        that supply it with cars were to merge with another large manufacturer, the Group may not be
        able to find another manufacturer or dealer to meet its supply needs on competitive terms. In
        addition, if any of the car manufacturers that supply the Group with vehicles were to become
        insolvent, the Group could be required to satisfy warranty claims that its leasing customer
        may have had against such supplier.

        The materialisation of any of the risks described above could have a material adverse effect
        on the Group's business, financial condition, cash flows, results of operations and prospects.

4.1.8   The Group's pricing structure and assumptions regarding the future maintenance and
        repair costs of the vehicles in its fleet over the term of the lease may prove to be
        inaccurate, which could result in reduced margin or losses.

        Substantially all of the Group's lease and maintenance services are provided under contractual
        arrangements with its customers. The pricing structure of these contracts is based on certain
        assumptions regarding the scope and costs services, maintenance expense over the life of the
        contract, residual values, productivity and the mix of fixed and variable costs, many of which
        are derived from historical data and trends. At the same time, the prices of supplies needed to
        service its vehicles may fluctuate. In addition, actual maintenance costs incurred over the life
        of the lease period may exceed the costs forecast at inception of such leasing contracts. In
        particular, this risk of greater than forecast expenses may materialise if prices or labour costs
        in the Group’s network of selected workshop and tyre fitters increase. In addition, the Group
        may incur additional costs in certain circumstances (excess mileage, etc.). As most of the
        Group's leases are on a fixed-fee basis, the Group should not be able to pass on the increased
        prices to its existing customers, which may in turn result in reduced margin or losses on the
        relevant leasing contracts. The Group may not be able to recover the unbudgeted costs.

        The materialisation of any of the risks described above could have a material adverse effect
        on the Group's business, financial condition, cash flows, results of operations and prospects.

4.1.9   The Group's vehicles and their components or equipment may become subject to recalls
        by their manufacturers or by the government, which would negatively impact its
        business.

        The Group's business could be negatively impacted if any parts, components or equipment
        from one of its suppliers suffers from broad-based quality control issues or becomes the
        subject of a product recall. As a provider of leased vehicles, the Group may be required to
        participate in a product recall by retrieving recalled cars from customers and declining to
        lease these cars until it has taken all of the steps described in the recall. If a large number of
        vehicles were subject to simultaneous recalls, the Group may not be able to lease those
        vehicles to its customers for a significant period of time, and it may be unable to obtain
        adequate replacement parts or vehicles from another supplier in a timely manner. The Group
        may also be civilly liable to purchasers of such vehicles upon their resale by the Group at
        lease termination. As a lessor of vehicles, the Group does not guarantee or take responsibility
        for the performance of vehicles it leases, which is the responsibility of the manufacturer.
        However, the Group normally takes responsibility for ensuring the provision of "mobility"
        over the period of the contract, e.g. by providing replacement cars while vehicles are in a
        workshop in the case of a maintenance activity or in the case of accidents, which is budgeted
        for in the Group's lease contracts. Matters outside the normal course of business such as




                                                 - 21 -
         technical issues resulting in recalls are not budgeted for, but the Group is generally able to
         recharge associated costs to the respective manufacturers and provide replacement vehicles on
         a best effort basis. In the event of a manufacturer failing to accept responsibility for costs
         associated with a recall, there would be no legal obligation for the Group to take on such costs
         and this would have to be negotiated on a case by case basis with customers. Although the
         Group's fleet is highly diversified, with no maker constituting more than 15% of the total
         fleet, these recalls, depending on their severity, could materially affect the Group's fleet
         utilisation rate and revenues, damage its customer relations and brand image, and reduce the
         residual value of the vehicles involved, in particular if they damage these vehicles' brand
         image or the car manufacturer's reputation (for additional information on the residual value
         risk, see section 4.1.4).

         The materialisation of any of the risks described above could have a material adverse effect
         on the Group's business, financial condition, cash flows, results of operations and prospects.

4.1.10   The Group's success is dependent on the expertise and leadership of certain personnel in
         key positions.

         The Group's success is dependent on its personnel in key positions, in particular on Mr.
         Michael Masterson, ALD's chief executive officer, Mr. Gilles Momper, ALD's Chief
         Financial Officer, Mr. Tim Albertsen, ALD's Deputy Chief Executive Officer, Mr. Gilles
         Bellemere, ALD's Deputy Chief Executive Officer, and Mr. John Saffrett, ALD's Chief
         Operating Officer. The Group is also dependent on the services of the other members of
         ALD's Board of Directors, its operating board and its executive staff. As part of the additional
         compensation of its employees, the Group benefits from the long-term incentive program
         developed at the level of Société Générale, which supports the Group's efforts to retain and
         motivate certain categories of employees, and in particular key executives and strategic
         talents. In addition, the Group is committed to the professional development of its senior
         executives by offering them internal and external training courses to develop their leadership
         skills. However, there is no guarantee that the Group will be able to retain key personnel or to
         recruit appropriate successors.

         The materialisation of any of the risks described above could have a material adverse effect
         on the Group's business, financial condition, cash flows, results of operations and prospects.

4.1.11   The Group may not be able to recruit and retain qualified and motivated staff.

         The Group's future success depends on its ability to recruit and retain highly qualified and
         motivated staff. In particular, as its operating business expands and new staff is recruited, the
         Group is dependent on having a sufficient number of suitable staff who are able to perform
         the required work to a satisfactory standard. If, for instance, there is higher staff turnover and
         therefore a loss of know-how, this could affect the quality of service in its businesses.

         Currently, the Group relies, and will continue to rely after the IPO, on Société Générale and
         its employees for the provision, through various service level agreements, of certain services,
         such as IT, Group General Secretarial, Corporate Resources, Group Finance, Internal Group
         Communications, Credit Risk Management and Group Human Resources. Some Group
         employees are currently employed under Société Générale contracts. If employees of Société
         Générale were to cease to be available to the Group, or if Société Générale were to retain




                                                  - 22 -
         Group's employees, it could be time-consuming and expensive for the Group to replace them
         with suitably experienced employees.

         The materialisation of any of the risks described above could have a material adverse effect
         on the Group's business, financial condition, cash flows, results of operations and prospects.

4.1.12   The Group may not be able to maintain its recent growth rates or successfully manage
         its future growth.

         The Group has grown steadily over recent years. The Group has experienced an average of
         7.8% year-on-year growth since 2005 in terms of the number of vehicles it has under contract
         in both of its main product lines. The Group may not be able to maintain its aforementioned
         growth rates or be able to continue to generate future growth.

         As the Group's operations grow, it will need to continue to improve and upgrade its systems
         and infrastructure to deal with their greater scale and complexity. Such expansion will require
         the Group to commit substantial management, operational and other resources in advance of
         any increase in the size of the business, with no assurance that it will be able to commit
         sufficient resources, that the Group will be able to adapt to growth following the commitment
         of such resources or that its revenue and profit will increase as a result.

         The materialisation of any of the risks described above could have a material adverse effect
         on the Group's business, financial condition, cash flows, results of operations and prospects.

4.1.13   The Group may be unable to successfully expand its business to the B2C market.

         As part of its strategy, the Group intends on expanding its B2C segment with the development
         of private leases, access to myALD offered to retail customers and other retail offerings in
         development. There are a number of obstacles to successfully expanding the Group's business
         in the B2C market, including adapting to retail customers, building appropriate distribution
         networks, responding adequately to consumer regulations, which should increasingly apply to
         the Group, and anticipating trends and consumer habits.

         The Group faces strong pricing competition in the B2C sector from diverse competitors
         including financial services companies, bank affiliates and car manufacturer captives. The
         competitive factors in the B2C market may prevent the Group from gaining sufficient market
         share.

         The materialisation of any of the risks described above could, in the medium to long term,
         have a material adverse effect on the Group's business, financial condition, cash flows, results
         of operations and prospects.

4.1.14   The Group may not successfully integrate recent and future acquisitions.

         While the Group has in the past grown its business organically, it has historically sought and
         effected opportunistic acquisitions of companies or contract portfolios that it believed would
         be of incremental benefit to its organic growth. For example, on 3 May 2016, the Group
         acquired the Parcours group, which operates in France, Spain, Belgium, Luxembourg and
         Portugal. The Group may, however, be unable to successfully integrate this acquisition or any




                                                 - 23 -
         future acquisitions or contract portfolios. In particular, the Group’s acquisition strategy
         involves a number of risks and uncertainties, including:

                unforeseen contingent risks or latent liabilities relating to these businesses that may
                 become apparent only after the merger or acquisition is completed;

                integration of new companies could lead to substantial costs, as well as to delays or
                 other financial and operational difficulties;

                the realisation of the expected financial and operational synergies may take more time
                 than foreseen or fail to occur, either in whole or in part;

                there could be difficulties or unexpected issues arising from the Group’s evaluation of
                 internal control over financial reporting of the acquired businesses;

                expected profits from future or completed acquisitions could fail to materialise within
                 the time periods and to the levels expected, or at all; and

                the Group's assumptions related to goodwill from acquisitions could be incorrect,
                 leading to potential future impairments.

         In addition, the Group may acquire liabilities in connection with any such transaction that
         may not be sufficiently covered by contractual indemnities. The costs and liabilities
         associated with known risks may be greater than expected, and the Group may assume
         unforeseen contingent risks or latent liabilities that become apparent only after the acquisition
         is completed.

         The materialisation of any of the risks described above could have a material adverse effect
         on the Group's business, financial condition, cash flows, results of operations and prospects.

4.1.15   The Group's broad geographical presence exposes it to significant complexities that
         increase the risks associated with its business and the Group may incur substantial costs.

         The Group's strategy of internationalisation, whereby management is organised at the country
         level, involves various risks including market-specific, legal, regulatory, fraud, financial and
         personnel risks. These include possible incorrect assessments of market, legal and regulatory
         conditions in the countries in question, changes to national legal frameworks, the costs
         associated with the establishment of an effective business organisation and the need to find
         qualified management personnel and suitable employees. The Group's significant
         international presence exposes it to increased complexity that increases the risks associated
         with its business, particularly in newer markets and emerging economies, including but not
         limited to:

                the potential for differing legal and regulatory requirements, including consumer
                 protection, data protection, labour, intellectual property, tax and trade law, as well as
                 tariffs, export quotas, customs duties or other trade restrictions;




                                                  - 24 -
                the potential for unexpected changes in legal, political, regulatory or economic
                 conditions in the countries in which it provides services or from which it derives
                 products or services;

                exposure to liabilities under various anti-corruption and anti-money laundering
                 laws; and

                the need to effectively adjust its customer targeting to local markets, and adapting its
                 product offering as well as its logistics, payment, fulfilment and customer care
                 practices to take account of local tastes and practices.

         A key aspect of the Group's strategic growth is the expansion of its business in emerging
         economies. The Group may not be able to successfully continue to expand its position in
         these markets and future expansion might be limited, among other things, by the availability
         and costs of financing for such expansion. In addition, such costs may be higher than
         anticipated.

         The materialisation of any of the risks described above could have a material adverse effect
         on the Group's business, financial condition, cash flows, results of operations and prospects.

4.1.16   The Group's insurance coverage may be insufficient to cover, and it may be unable to
         completely insure, at appropriate terms or prices, certain risks related to its vehicles,
         operations and potential liability to its customers.

         The Group is exposed to the risk of MTPL (as defined in Section 4.5.2.3 "Motor vehicle
         liability"), Own Damage (as defined in Section 4.5.2.3 "Own Damage – vehicles owned by
         the Group"), passenger indemnity or legal protection in relation to its vehicles. The Group
         selectively retains some of these risks through fronting insurers, which are insurance
         companies that issue their policy to the Group's subsidiaries and are re-insured by the Group's
         own reinsurance company, ALD Re DAC ("ALD Re"). ALD Re reinsures more than 300,000
         contracts within the Group as at 31 December 2016, with any excess over €500,000 on a third
         party liability claim and selected property damage per event being re-insured with a third-
         party reinsurer.

         MTPL risk arises as a result of potential claims for personal injury, death and property
         damage related to events where the driver of the Group's vehicle is at fault. For MTPL risks,
         insurance is compulsory and the Group either retains this risk through insurance from fronting
         insurers re-insured by ALD Re or externalises the insurance coverage with a local insurance
         provider. Passenger indemnity and legal protection risks are either retained internally through
         ALD Re or insured externally with local providers.

         Own damage risk arises if a customer damages or loses one of the Group's vehicles or if the
         vehicle is damaged through naturally occurring events such as hail or flood. Because the
         value of a vehicle is generally relatively high, it may cost the Group a significant amount to
         repair or replace a damaged or lost vehicle. This Own Damage risk can either be retained or
         transferred to external insurers. The risk may be retained where the Group believes it is
         justified by the fleet size, the fleet risk profile and local market conditions, by "self-insuring"
         the Own Damage risk on the Group's vehicles, or, alternatively, by retaining the risk through




                                                   - 25 -
         ALD Re. Where the Group decides not to retain Own Damage risk, this risk is placed
         externally through local insurance companies.

         Although the Group believes that the amount and nature of the coverage it obtains and which
         is put in place are adequate in light of the risks involved, pursuing claims against the Group's
         insurers may prove costly and time-consuming and the Group may suffer from insufficient
         insurance coverage at appropriate terms or prices for its vehicles and its operations, including
         with respect to limitations as to insured damages, caps and deductibles. In addition, in the
         case of financial shocks or other events in which its insurers were to become insolvent, any
         inability of the Group's insurance carriers to pay otherwise insured claims would have an
         adverse effect on its financial condition.

         In addition, a failure of ALD Re to meet its regulatory requirement may also result in the
         Group deciding to inject significant amounts of new capital into its insurance subsidiary
         which could adversely affect the Group’s liquidity position, results of operations and financial
         position. Additional regulatory developments regarding solvency requirements, including
         changes to the “Solvency II” regime, may adversely affect ALD Re and the Group's fronting
         insurance companies and result in increased costs of insurance for the Group.

         The materialisation of any of the risks described above could have a material adverse effect
         on the Group's business, financial condition, cash flows, results of operations and prospects.

4.1.17   The Group is dependent on the smooth functioning of its software systems, websites and
         mobile applications, and on its ability to continue to adapt them to future technological
         developments.

         The Group's ability to provide reliable services, competitive pricing and accurate and timely
         reporting for its customers depends on the efficient operation and user-friendly design of its
         back-office platform, proprietary software, websites and mobile applications as well as
         services provided by third-party providers. The Group is dependent on Société Générale for
         its information technology infrastructure as Société Générale provides network connectivity
         and security environment support under the terms of a services agreement. If Société
         Générale were to terminate the provision of these services or were unable to continue to
         provide such services or were to default in the provision of such services, the Group could be
         materially affected.

         The Group's business may be impaired if it is unable to maintain and improve the
         responsiveness, functionality and features of its information technology and systems, which
         could result in a loss of customer data or other adverse consequences. In particular, the
         Group's digitalisation strategy and development of websites, mobile applications and other
         proprietary technology entails significant technical and business risks, in particular data
         handling and privacy.

         Additionally, the widespread adoption of new Internet, networking or telecommunications
         technologies or other technological changes could require substantial expenditures to modify
         or upgrade the Group's websites and mobile applications. Its competitors may use new
         technologies more effectively, may develop more appealing and popular websites and mobile
         applications, or may adapt more quickly than the Group does to evolving industry trends or
         changing market requirements.




                                                 - 26 -
         The materialisation of any of the risks described above could have a material adverse effect
         on the Group's business, financial condition, cash flows, results of operations and prospects.

4.1.18   Any disruption to, or third-party attack on, the Group's information technology systems
         could adversely impact its business.

         The Group relies upon the proper functioning of its information technology platform, and
         particularly its back-office platform. The Group is dependent upon the proper functioning of
         its technology platform in all aspects of its operations, including transaction processing, fleet
         management and payment processing. The Group predominantly uses its own software
         solutions for the execution of major tasks in business management, among others, for the
         purposes of cost management, analysis of damage assessment and administration of leasing
         contracts. The faultless operation and further development of these software systems are
         essential for the efficient conduct of its operations.

         System malfunctions and faults in the computer systems, hardware and software, including
         server failures or possible attacks from the outside, for instance, attacks originating from
         criminal hackers or computer viruses, can cause considerable problems in operating processes
         and, in serious cases, even bring them to a standstill. Any system malfunction, unauthorised
         usage, or cybersecurity attack that results in the publication of the Group's trade secrets or
         other confidential business and client information could negatively affect the Group's
         competitive position or the value of its investments in its products or its research and
         development efforts, and expose it to legal liability.

         In particular, as part of its day-to-day operations, the Group gathers and stores bank details
         from its corporate and private customers, and, as the Group develops its B2C activities, it will
         increasingly gather and store personal information. Despite the implementation of security
         measures, the technology or systems that it interfaces with, including the Internet and related
         systems, may be vulnerable to physical break-ins, hackers, improper employee or contractor
         access, computer viruses, programming errors, or similar problems. Any of these might result
         in confidential or sensitive personal information of its customers being revealed to
         unauthorised persons.

         If third parties are able to penetrate the Group's network security or otherwise misappropriate
         its customers' personal, credit card or fuel card information, or if the Group gives third parties
         improper access to its customers' personal, credit card or fuel card information, it could be
         subject to reputational harm and liability. This liability could include claims for unauthorised
         purchases with credit card information, impersonation or other similar fraud claims as well as
         for other misuses of personal information, including unauthorised marketing purposes, and
         any of these claims could result in litigation. In addition, regulators in Europe and other
         countries where the Group operates have been investigating various Internet companies
         regarding their use of personal information. The Group could incur additional expenses if new
         regulations regarding the use of personal information are introduced or if government
         agencies require changes to its privacy practices, as a result of which its privacy practices
         might not comply with the regulations in force in the respective jurisdiction.

         The materialisation of any of the risks described above could have a material adverse effect
         on the Group's business, financial condition, cash flows, results of operations and prospects.




                                                  - 27 -
4.1.19   The Group may not be able to adequately protect its intellectual property rights or may
         be accused of infringing the intellectual property rights of third parties.

         Société Générale holds most of the ALD-related trademarks portfolio, including ALD, the
         ALD Automotive and ALD Autoleasing, Tem, ALD Carmarket, ALD Bluefleet, Axus, Let's
         drive together and the ALD Autoleasing SecondDrive trademarks in the countries where they
         are registered. A trademark assignment agreement of ALD-related trademarks exclusively
         used by ALD and which do not incorporate any of the Société Générale's branding codes and
         a trademark license agreement of all others ALD-related trademarks have been concluded
         between ALD and Société Générale so as to regulate ALD's use of these trademarks after the
         contemplated listing of shares of ALD on Euronext Paris. However, the trademark license
         agreement provides for Société Générale's right to terminate the agreement in the event of a
         reduction of Société Générale's holding in the Group below 50% and of insolvency, winding-
         up or dissolution of the Group, with an interim period to follow for the use the licensed
         trademarks for 18 months.

         The Group relies on copyright, trademark, patent and trade secret laws to protect its
         intellectual property, such as domain names, software, and mobile applications. The
         complexity of international copyright, trademark, patent and trade secret law creates a risk
         that efforts to protect such rights will prove inadequate. It is also possible that third parties
         may develop similar intellectual property independently. The Group or Société Générale may
         be unable to prevent third parties from acquiring intellectual property rights (including, for
         instance, domain names) that are similar to, infringe upon or otherwise decrease the value of
         its proprietary rights (including the trademarks) that are licensed to the Group or Société
         Générale. The failure by the Group or by Société Générale to adequately protect the
         intellectual property crucial to them could lead to a loss of customers to competitors and a
         corresponding loss in revenue. Furthermore, the Group may be unable to enforce its rights
         against Société Générale for damages resulting from third-party violations of Société
         Générale's intellectual property rights on which the Group depends.

         At the same time, there is a risk that third parties may assert claims against the Group based
         on their patents and other intellectual property rights. The Group may have to pay substantial
         damages if it infringes third-party patents or other intellectual property rights. The Group may
         have to obtain a license if it is determined that the offering of its services infringes on another
         person's intellectual property, and it may be forced to change its goals, operations or strategies
         based on infringement or potential infringement of third-party intellectual property. Even if
         infringement claims against the Group are without merit, defending these types of lawsuits
         may take significant time, may be expensive and may divert management attention from other
         business concerns.

         The materialisation of any of the risks described above could have a material adverse effect
         on the Group's business, financial condition, cash flows, results of operations and prospects.




                                                   - 28 -
4.2     FINANCING RISKS

4.2.1   The Group may incur risks relating to its financing arrangements, including bank and
        bond financing and securitisation programs.

        As at 31 March 2017, the Group’s total borrowings amounted to €13,309 million. The Group
        issued bank financing, bonds and securitisations for a total amount of €10,393 million, €1,529
        million and €1,387 million, respectively. Subject to certain conditions, the Group and its
        subsidiaries may also incur or guarantee new borrowings.

        As at 31 March 2017, 73% of the Group’s funding was provided by Société Générale on an
        arm's length basis and 27% was raised from external sources. Société Générale has committed
        to continue to provide the majority of the Group's funding following the contemplated listing
        of the Company’s shares on Euronext Paris, as long as the Company requests it. The
        Group intends to maintain its issuance program in the capital markets in the future. In the
        event of liquidity stress on the market, Société Générale has committed in the near term to
        provide the Group with liquidity support in order to enable the Group to pursue its operations.
        If in the future the Group no longer benefits from debt funding provided by Société Générale
        on the same terms or costs as it has benefited historically or from bank financing supported by
        guarantees or collateral provided by Société Générale, this could have a material adverse
        effect on the Group's business.

        The Group’s level of indebtedness and its financing policy for the future may affect its
        financing capacity as well as the related financial costs. The Group may be required to devote
        a significant portion of its cash flow to service its debt, which may result in a reduction of
        funds available to finance its operations, capital expenditures, organic growth initiatives or
        acquisitions. In particular, the Group’s financial expenses may increase in the event of a
        material increase in interest rates, particularly in relation to the unhedged portion of its debt,
        which could also affect the competitiveness of its pricing. In addition, a downturn in
        economic conditions that results in tightening of credit markets could also affect the Group's
        liquidity and access to funding, hence increasing its cost of financing.

        Despite the fact that a large majority of the Group’s indebtedness is provided by Société
        Générale, and Société Générale has committed to continue to provide a majority of the
        Group's funding, the Group may be at a disadvantage compared to competitors that do not
        have a similar level of indebtedness.

        Furthermore, the Group’s ability to meet its obligations, or to pay interest on its loans or to
        refinance or repay its loans in accordance with the terms of its debt agreements will depend
        on the Group’s future operating performance, which may be affected by a number of factors
        (general economic conditions, conditions in the debt market, legal and regulatory changes,
        etc.), some of which are beyond the Group’s control.

        If at any time the Group has insufficient cash to service its debt and, despite the fact that a
        large majority of the Group’s indebtedness is provided by Société Générale and Société
        Générale has committed to continue to provide a majority of the Group's funding, the Group
        may be forced to reduce or delay acquisitions or capital expenditures, sell assets, refinance its
        debt or seek additional funding. The Group may not be able to refinance its debt or obtain
        additional financing on acceptable terms.




                                                 - 29 -
        Non-compliance by the Group with its financial covenants, in particular under its credit
        facilities and its securitisation programmes, may result in early termination by the lenders of
        the agreements entered into with the Group and the early repayment of any amounts of
        principal or interest that are due. Certain of the Group's financing arrangements and its
        securitisation programme also contain provisions under which the Group’s creditors could
        demand full or partial early repayment of borrowings, particularly in the event of the sale,
        transfer or disposal of assets or an unpermitted change of control or legal status of the Group.
        These restrictions may impact the Group’s ability to respond to competitive pressures,
        downturns in its markets or, in general, overall economic conditions. In such cases, the Group
        may not be in a position to refinance its indebtedness under similar terms, which may have a
        material adverse effect on its financial condition or results of operations. In addition, if the
        Group companies do not comply with their obligations as established by the relevant credit
        institutions or the investors, such programs could be terminated.

        In relation to securitisation, the quality of the receivables assigned has an impact on the cost
        and amount of the financing obtained, which could affect the Group’s financial condition if
        the quality of its receivables deteriorates.

        The materialisation of any of the risks described above could have a material adverse effect
        on the Group's business, financial condition, cash flows, results of operations and prospects.

4.2.2   A mismatch between the maturities and interest rates applicable to the Group's assets
        and liabilities could negatively affect the results of its operations.

        The rate the Group charges its customers to lease a vehicle contains a component for
        financing the leased car, including an interest payment. The interest rate it uses to calculate
        the interest payments is based on its cost of debt plus an internal margin, being a major
        component of Leasing Contract Margin. The Leasing Contract Margin accounted for 41%,
        37% and 39% of the Group's Gross operating income during the years ended 31 December
        2016, 2015 and 2014, respectively. The Group's cost of debt depends, among other things, on
        prevailing interest rates and the term of the respective financing agreement. The Group's
        policy consists of financing the underlying assets with fixed rate loans as leasing contracts are
        priced at fixed rates, in order to minimise any mismatch between assets and liabilities.
        Structural interest rate risk arises from the residual gap (surplus or deficit) in each entity's
        forecast fixed rate position. The Group's Central Treasury monitors the interest rate risks
        exposure and advises subsidiaries to implement the adequate hedging operations. If the
        interest rate on the Group's liabilities were to be higher than the interest rate it charges to its
        customers for leasing its assets and the hedging operations entered into turned out to be
        insufficient, the Group could incur a loss, which could negatively affect its results from its
        leasing business. The risk that a maturity mismatch would lead to a decreased pricing
        competitiveness, reduced margins or even losses on leasing contracts increases in an
        environment of rising interest rates. Given the historically low interest rate environment,
        increasing interest rates cannot be excluded in the future.

        For additional information on the Group's management of its interest rate risk, see Section
        4.5.1.6 "Structural risk management".

        The materialisation of any of the risks described above could have a material adverse effect
        on the Group's business, financial condition, cash flows, results of operations and prospects.




                                                  - 30 -
4.2.3   The Group may be exposed to liquidity risk.

        Liquidity risk is the risk that the Group will have insufficient liquidity to finance new vehicle
        purchases for leasing contracts and meet its obligations as they fall due, which mainly
        comprises debt financing.

        Although management believes that the Group's exposure to liquidity risks is limited, as its
        policy consists of financing the underlying asset with the same duration as the corresponding
        leasing contract, a residual liquidity gap could exist. Due to the Group's ongoing funding
        needs and its financing of fleet growth mainly through indebtedness, it is exposed to liquidity
        risk in the event of prolonged closure of debt or credit markets or limited credit availability.
        In order to diversify external funding sources since 2013, the Group has raised external
        funding through asset-backed securitisation programs and its current EMTN Program.
        However, it might not be able to proceed with issuances under these programs in the event of
        a contraction of debt capital markets. There can be no assurance that the Group's current
        financing arrangements will provide it with sufficient liquidity under various market and
        economic scenarios.

        For additional information on the Group's management of its liquidity risk, see Section
        4.5.1.6 "Structural risk management".

        The materialisation of any of the risks described above could have a material adverse effect
        on the Group's business, financial condition, cash flows, results of operations and prospects.

4.2.4   A downgrade or a potential downgrade in the Group’s credit or financial strength
        ratings could have a material adverse effect on the Group’s ability to raise additional
        capital and have a material adverse effect on the Group’s results

        Credit ratings represent the opinions of rating agencies regarding an entity’s ability to repay
        its indebtedness. The Group has a rating of BBB (Stable outlook) from S&P dated 3 May
        2017.

        Rating agencies review the ability of companies to meet their obligations based on various
        factors, and assign ratings stating their current opinion in that regard. While most of the
        factors are specific to the rated company, some relate to general economic conditions,
        intercompany dependencies and other circumstances outside the rated company’s control.
        Such factors might also include a downgrade of the sovereign credit rating of countries in
        which the Group operates as rating agencies typically take into account the credit rating of the
        relevant sovereign in assessing the credit and financial strength ratings of corporate issuers
        (even if the sovereign does not have an ownership interest in the relevant issuer). Société
        Générale's credit rating, as majority shareholder, is likely also be taken into consideration
        since it provides the Group with funding.

        A ratings downgrade could reduce public confidence in the Group and its operating
        subsidiaries and thereby reduce demand for its products. A downgrade in the Group’s or its
        operating subsidiaries’ credit ratings could also (a) make it more difficult or more costly to
        access additional debt and equity capital, including hybrid capital, or to redeem and replace
        such capital (b) increase collateral requirements, give rise to additional payments, or afford
        termination rights, to counterparties under derivative contracts or other agreements, and (c)




                                                 - 31 -
        impair, or cause the termination of, the Group’s relationships with creditors, distributors,
        trading counterparties, each of which may have a material adverse effect on the Group’s
        business, revenues, results and financial condition.

        The materialisation of any of the risks described above could have a material adverse effect
        on the Group's business, financial condition, cash flows, results of operations and prospects.

4.2.5   The Group is exposed to exchange rate fluctuations.

        The Group's functional currency and its reporting currency for its consolidated financial
        statements is the euro. However, because of its presence in 41 countries, many of which are
        outside the Eurozone, the Group has substantial assets, liabilities, revenues and costs
        denominated in currencies other than the euro. In particular, its Gross operating income
        outside the Eurozone represented €355 million in 2016. The global nature of its operations
        therefore exposes it to some exchange rate volatility as a result of potential mismatches
        between the currencies in which cash inflows and outflows are denominated and as a result of
        the translation effect on its reported earnings.

        In addition, the Group may access the international capital markets by borrowing in a variety
        of available currencies, which subjects it to risks inherent in borrowing funds in currencies
        other than the currency in which the corresponding business is transacted. Although the
        Group seeks to minimise such risks by buying foreign currency spot contracts and selling
        currency forward contracts at the same time, there is no guarantee that these measures will be
        effectively implemented or that they will be available to it going forward, in which case
        fluctuations in exchange rates could have a material adverse effect on its business, financial
        condition, results of operations and prospects.

        The Group is also subject to translation risk, which is the risk associated with consolidating
        the financial statements of subsidiaries that conduct business in currencies other than the euro
        or have a functional currency other than the euro. As at 31 March 2017, 18% of the Group's
        equity capital was denominated in currencies other than the euro. As the Group does not
        hedge its equity positions, fluctuations in the value of the euro relative to currencies in which
        it conducts its operations will affect its consolidated financial statements as a result of
        translation exposure and may adversely affect its financial condition and results of operations.
        Fluctuations in exchange rates could also significantly affect the comparability of its results of
        operations between periods.

        For additional information on the Group's management of its foreign exchange risk, see
        Section 4.5.1.6 "Structural risk management".

        The materialisation of any of the risks described above could have a material adverse effect
        on the Group's business, financial condition, cash flows, results of operations and prospects.




                                                 - 32 -
4.3     REGULATORY, LEGAL AND TAX RISKS

4.3.1   The Group may be adversely affected by the general regulatory environment and its
        evolution.

        ALD is not, as a result of its business, a regulated entity. However, the Group is subject to a
        variety of laws and regulations in the countries where it operates and to the issuance of new
        laws and regulations or changes in the interpretation of existing laws and regulations by a
        court, regulatory body or governmental official in each of the jurisdictions in which it
        operates or may operate in the future. In particular, the UK's vote in a referendum on 23 June
        2016 to leave the European Union and future decisions regarding the conditions of the UK’s
        withdrawal could result in changes to the regulatory framework applicable to the Group’s
        operations in the UK. Considering that the Group's Gross operating income in the UK
        amounted to €103.8 million in 2016, i.e. 8.3 % of the Group's Gross operating income, those
        changes have the potential to materially alter its business practices, financial condition and
        results of operations.

        As an example, legal requirements relating to environmental protection, which are growing in
        importance in the EU, can, when combined with widespread public debate, result in changes
        in mobility patterns. A change in the mobility patterns of the general population could result
        in reduced demand for vehicle leasing products offered by the Group. Additionally,
        restrictions on new vehicle registration and more stringent requirements for vehicle
        inspections could directly increase the costs of its operations and reduce demand for its
        services and products.

        The materialisation of any of the risks described above could have a material adverse effect
        on the Group's business, financial condition, cash flows, results of operations and prospects.

4.3.2   The Group's risk management policies and procedures may be ineffective or may fail.

        The Group's business activities expose it to a wide variety of risks, including asset risk
        (including residual value risk), credit risk, liquidity risk, interest rate risk, currency risk,
        motor insurance risk, operational risk, reputational risk and legal and compliance risk, among
        others. For many of these risks the Group has established risk management policies that
        follow, or are themselves, Société Générale policies, some of which are set by or require
        approval from regulatory bodies. However, its strategies and procedures for managing such
        risks may prove insufficient or fail. Some of the Group's methods for managing risk are based
        on observations of historical market behaviour and it applies statistical techniques to such
        observations to arrive at quantifications of its risk exposures. However, these methods may
        not comply with regulations or accurately quantify its risk exposures, especially in situations
        for which it does not have historical precedent. Failures or breaches of internal controls and
        procedures may also adversely impact the Group’s reputation, which may in turn have an
        adverse effect on its business.

        The Group is subject to the various anti-money laundering, sanctions and anti-corruption laws
        in force in Europe and other countries where it operates. While it has implemented a group-
        wide compliance program to address compliance risks and continuously work to improve the
        effectiveness and efficiency of this program, this program may not be adequate under the laws




                                                - 33 -
        to which it is subject. For example, employees of the Group are currently subject to criminal
        proceedings in Italy for corruption matters.

        The materialisation of any of the risks described above could have a material adverse effect
        on the Group's business, financial condition, cash flows, results of operations and prospects.

4.3.3   The Group may be found to have failed to comply with laws and regulations to which it
        is subject, including, but not limited to, labour law, consumer protection laws, consumer
        loan regulations, regulations governing the sale of goods and services, privacy and data
        protection laws, e-commerce and competition laws, and future regulation may impose
        additional requirements and other obligations on its business.

        The Group's business is currently subject to a variety of laws and regulations in the various
        jurisdictions in which it operates, including labour laws notably in relation to working time
        (particularly in France where the Group had approximately 1,300 employees as at 31
        December 2016, consumer protection laws (particularly in the UK, where the Group has
        approximately 40,000 consumer contracts), regulations governing the sale of goods and
        services, privacy and data protection laws, regulations governing e-commerce and
        competition laws. These laws and regulations are evolving at a rapid pace and can differ, or
        be subject to differing interpretation, from jurisdiction to jurisdiction.

        The Group cannot guarantee that its practices have complied or will comply fully with all
        applicable laws and regulations. Any failure, or perceived failure, by the Group to comply
        with any of these laws or regulations could result in damage to its reputation or a decrease in
        results.

        Pursuant to consumer protection laws the Group is subject to various information obligations
        which, if violated, grant consumers the right to withdraw from agreements or may allow for
        other contractual adjustments which could be detrimental to the Group. For example, in 2014,
        in relation to the failure to provide certain mandatory information in its statements to
        customers along with other leasing and financial services companies in the UK, during which
        period clients were not liable to interest or default charges as result of such failure to provide
        the required information, the Group refunded to customers a global amount of €13.4 million
        on account of such interest or default charges. In addition, data protection is a sensitive and
        politically charged issue in Europe, and any actual or alleged failure by the Group to comply
        with applicable laws or regulations could have a material adverse effect on its reputation and
        popularity with existing and potential customers and could result in the imposition of fines or
        other penalties. This risk is particularly pertinent in the Group's case as its customers share a
        variety of their personal data with the Group.

        The Group is also subject to competition law and from time to time is engaged in competition
        proceedings, including one such proceeding in Italy brought by Italian anti-trust authorities
        against all members of the Italian long term leasing association, for which the Group recorded
        a provision of €9.8 million in 2016 which was released in the Group's results for the three
        months ending 31 March 2017. In April 2017 the Italian Competition Authority found that no
        breach of European anti-trust law was deemed to exist (for additional information on the
        provisions, see Note 28 of the Notes to the Group's consolidated financial statements; for
        additional information on the proceedings, see Section 20.5 "Legal and Arbitration
        Proceedings").




                                                 - 34 -
        The materialisation of any of the risks described above could have a material adverse effect
        on the Group's business, financial condition, cash flows, results of operations and prospects.

4.3.4   Standard clauses used in the Group's leasing contracts and in its contracts with its
        customers and third-party suppliers and service providers may be invalid, and it thus
        may not be able to enforce such clauses or the contracts in which such clauses are found.

        As each of its vehicles is leased under a separate contract, the Group has a large number of
        customer contracts. In addition, the Group maintains contractual relationships with numerous
        manufacturers, dealers and service providers. The efficient management of such a large
        number of contracts is only possible on the basis of standardised terms and conditions.

        Standardised terms under the laws of all jurisdictions where the Group operates have to
        comply with statutory law on general terms and conditions, which means they are subject to
        rigid fairness control by the courts regarding their content and the way they, or legal concepts
        described in them, are presented to the other contractual party by the person using them. The
        standard is even stricter if they are used in regards to retail customers, a segment the Group
        plans on expanding through B2C services. Due to the frequent changes to applicable legal
        frameworks, particularly with regard to court decisions relating to general terms and
        conditions, the Group may not be able to fully protect itself against the risk that a court could
        invalidate such standardised contractual terms or declare them unenforceable, even if
        prepared with legal advice, which could impact a significant number of its agreements.

        The materialisation of any of the risks described above could have a material adverse effect
        on the Group's business, financial condition, cash flows, results of operations and prospects.

4.3.5   The Group may be subject to litigation or administrative proceedings that could disrupt
        and harm its business.

        If the Group violates any applicable law or regulation, governmental authorities may take
        legal action against it, the members of its governing bodies or its employees. An unfavourable
        ruling may result in damage claims by third parties or other adverse legal consequences,
        including severe criminal and civil sanctions, injunctions against future conduct, profit
        disgorgements, occupational and employment restrictions or prohibitions, reputational
        damage, the loss of business licenses or permits or other restrictions. In addition to monetary
        and nonmonetary sanctions, monitors could be appointed to review future business practices
        in order to ensure compliance with applicable laws and the Group may otherwise be required
        to modify its business practices and its compliance program. Regardless of the outcome,
        potential litigation or administrative proceedings can be costly and may also damage the
        Group's reputation and have a material adverse impact on its ability to compete for business.
        In particular, the Group is involved in anti-trust proceedings in Italy, which relates to the
        provision of fleet information to a car leasing trade association by the Group and the other
        major players in car leasing in Italy, for which it established provisions in 2016 totalling €9.8
        million which was released in the Group's results for the three months ending 31 March 2017.
        However, the Italian Competition Authority adopted its final decision on 13 April 2017 and
        found that in light of the facts assessed and the evidences collected in the course of the
        investigation, no breach of European anti-trust law was deemed to exist (for additional
        information on the provisions, see Note 28 of the Notes to the Group's consolidated financial
        statements. For additional information on the proceedings, see Section 20.5 "Legal and




                                                 - 35 -
        Arbitration Proceedings"). The Group is also involved in tax proceedings: in India, relating to
        the tax treatment of depreciation on vehicles owned by the Group as well as to which of the
        goods or services taxes should be applied to the Group's operating leases and for which it has
        established provisions as at 31 December 2016 totalling €18.3 million, and in Brazil, relating
        to road taxes and amounts claimable in respect of taxes on services, for which it has
        established provisions as at 31 December 2016 totalling €8.7 million. The Group is also
        involved in tax proceedings in relation to the acquisition of Parcours for which it has incurred,
        as at the date of this Registration Document, €4.7 million in tax adjustments and penalties, all
        of which were provisioned in the 2016 accounts and for which the Group should be partly
        covered by a vendor guarantee and purchase price adjustment (for additional information see
        Section 20.5 "Legal and Arbitration Proceedings"). Finally, two employees of the Group are
        involved in criminal proceedings in Italy relating to allegations of violating anti-corruption
        rules in relation to a tender with a public administrative body, the Group has been acquitted of
        the criminal charges but the Group could be held liable in damages (for additional
        information see Section 20.5 "Legal and Arbitration Proceedings").

        The materialisation of any of the risks described above could have a material adverse effect
        on the Group's business, financial condition, cash flows, results of operations and prospects.

4.3.6   Changes in financial accounting standards on lease accounting may adversely affect the
        Group's business, financial condition, cash flows and results of operations.

        In May 2013, the International Accounting Standards Board ("IASB") and the Financial
        Accounting Standards Board ("FASB") issued a joint draft on leases. However, the two
        bodies did not reach an agreement on a joint final standard, and therefore produced separate
        standards. Under both of the new standards released by IASB in January 2016 and FASB in
        February 2016 (both of which take effect in 2019), companies will be required to adopt a
        "right-of-use" approach in accounting for their leasing contracts. Under this approach, a lessee
        is seen as acquiring a right to use an asset under a leasing contract, and paying for that right in
        the form of lease instalments. Lessees will be required to state their rights and obligations
        arising from leasing contracts on their balance sheets. Lease assets and liabilities will need to
        be recorded at the net present value of the future lease payments. There are no changes
        proposed to the accounting applied by lessors. As a result of these changes, a lessee would
        recognise assets and liabilities for leases of more than twelve months. In addition, the new
        standard released by FASB retains a dual model for income statement purposes, requiring
        leases to be classified by lessees as either operating or finance leases. Under the FASB
        standard, operating leases will result in straight-line expensing while finance leases will result
        in a front loaded treatment.

        The Group's customers who report their financial statements under IFRS will have to
        recognise obligations under operating leases from the Group on their balance sheet as a result
        of the new standards. This will effectively reduce the difference in accounting treatment
        between operating and financial leases and may decrease the attractiveness to customers of its
        product portfolio relative to certain alternatives, such as the direct purchase of vehicles.
        Should any changes to the current rules adversely affect the benefits of operating leases for
        the Group's customers or itself, increase the prevalence of finance leases in its industry,
        decrease the prevalence of vehicle leasing generally or alter certain reporting requirements for




                                                  - 36 -
        its business, it could have a material adverse effect on its business, financial condition and
        results of operations.

        The materialisation of any of the risks described above could have a material adverse effect
        on the Group's business, financial condition, cash flows, results of operations and prospects.

4.3.7   Adverse developments in tax laws and regulations may adversely affect demand for the
        Group's services and could increase its tax burden.

        Implementation of new tax regulations, changes in tax regulation, in particular with respect to
        leasing transactions, company cars, vehicle fuels and motor vehicle emissions, could directly
        impact the behaviour of the Group's customers, thus reducing demand for vehicle leasing and
        management services. In particular, tax laws may be amended in the future so as to prohibit
        the Group's customers from writing off as an operating expense their lease instalments related
        to vehicles used for business purposes. In addition, in Italy, tax benefits are currently offered
        to encourage the purchase of new tangible assets, which allow the purchaser to benefit from a
        40% increase in the depreciation claimable against income taxes. In addition, any changes to
        the benefit-in-kind rules relating to car policies, including changes driven by policy decisions
        to penalise higher CO2 emissions could adversely affect the tax consequences of leased
        vehicles for the Group's customers.

        In addition, changes in tax laws could increase the Group's tax burden or otherwise affect the
        Group's results, including any changes relating to schemes subsidising investments in
        equipment. The Group's ability to use tax loss carry-forwards and other deferred tax assets,
        which amounted to €14.1 million as at 31 December 2016, and, thus, the recoverability of
        deferred tax assets accounted for in the Group's audited consolidated financial statements
        depend on the national tax legislation of the countries where the Group is subject to taxation.

        The materialisation of any of the risks described above could have a material adverse effect
        on the Group's business, financial condition, cash flows, results of operations and prospects.

4.3.8   Pending and future tax audits could lead to additional tax liabilities.

        The Group is subject to audits by various tax authorities. Certain aspects of its operations
        expose the Group to particular tax risks in connection with such audits.

        Ongoing and future tax audits may have a detrimental impact on the amount of tax loss carry-
        forwards and other deferred tax assets and related recognised deferred tax assets. Deferred tax
        assets are recognised if the Group believes that sufficient future taxable profit is available. As
        future developments are uncertain and partly beyond management's control, assumptions are
        necessary to estimate future taxable profits as well as the period in which deferred tax assets
        will recover. If management considers it probable that all or a portion of a deferred tax asset
        cannot be realised, a corresponding valuation allowance is taken into account. In addition, the
        uncertainty regarding the tax environment in some countries in which the Group operates in
        could limit its ability to enforce its rights. Future interpretations and developments of tax
        regimes may thus affect its tax liability, including to the extent that such interpretations and
        developments increase the risk of the Group being subjected to tax audits.




                                                 - 37 -
        The Group also faces several tax risks in connection with the services and products it offers to
        its customers, in particular relating to the accounting treatment of the vehicles it leases to
        customers. Furthermore, the tax treatment of the services and products it offers to its
        customers might raise complex issues with regard to indirect taxes. In the case of sales of
        vehicles to foreign jurisdictions, the relevant tax authorities might challenge its assessment of
        applicable export and import taxes. While the Group is of the strong opinion that its tax
        practices comply with all applicable rules and regulations, it nevertheless cannot rule out with
        certainty that tax authorities might challenge its treatment.

        In particular, the Group is involved in tax proceedings in India, for which it has established
        provisions as at 31 December 2016 totalling €18.3 million and in Brazil for which it has
        established provisions as at 31 December 2016 totalling €8.7 million. The Group is also
        involved in tax proceedings related to its acquisition of Parcours for which it has incurred, as
        at the date of this Registration Document, €4.7 million in tax adjustments and penalties, all of
        which were provisioned in the 2016 accounts, and for which the Group should be covered by
        a vendor guarantee and purchase price adjustment with respect to which proceedings have
        been initiated against the vendor, and also certain tax proceedings in Spain.

        If the tax authorities were to successfully challenge any of the tax practices described above,
        or its tax treatment of any other aspect of its business, the Group may be required to make
        additional tax and interest payments, which could have a material adverse effect on its
        business, financial condition, cash flows, results of operations and prospects.

4.4     RISKS ASSOCIATED WITH THE GROUP'S SHAREHOLDER STRUCTURE

4.4.1   Société Générale can continue to exercise significant influence over the Group, and the
        interests of Société Générale may conflict with the interests of the other shareholders of
        the Company.

        Société Générale has committed to remaining the Group's controlling shareholder following
        the contemplated listing of the Company’s shares on Euronext Paris.The interests of Société
        Générale (and any affiliated companies) could therefore conflict with the interests of the other
        shareholders. The size of its stake means that Société Générale will likely be in a position to
        pass resolutions at its general shareholders' meeting regardless of how other shareholders
        vote.

        French company law requires the approval of at least a half of the share capital present or
        represented at the time a vote is taken to pass resolutions on certain matters submitted to
        ordinary shareholders' meeting, including resolutions electing the members of the Board of
        Directors, the approval of the annual accounts, the allocation of profit and, as such, the
        Company's dividend policy. French company law requires the approval of at least two-third of
        the share capital present or represented at the time a vote is taken to pass resolutions on
        certain matters submitted to extraordinary shareholders’ meeting, such as modifying of the
        share capital, changing the corporate purpose, mergers, spin-offs and conversions to a
        different form of legal entity. As a consequence, Société Générale will be able to pass with its
        own votes resolutions which require a qualified majority of votes cast or of the share capital
        represented. Société Générale will also be able to block resolutions at the general
        shareholders' meeting, including resolutions requiring a qualified majority of votes cast or
        share capital represented.




                                                 - 38 -
        The mere potential for Société Générale to exert influence and especially actual voting at the
        general shareholders' meeting or the exertion of influence in any other way that conflicts with
        the interests of its other shareholders may have a significant adverse impact on the Company's
        share price and may, in turn, make it more difficult for the Group to raise further capital or
        only allow the Group to do so on unfavourable terms. Even if Société Générale does not
        participate in a future capital increase, it could become more difficult for the Group to raise
        new capital.

        The materialisation of any of the risks described above could have a material adverse effect
        on the Group's business, financial condition, cash flows and results of operations.

4.4.2   The Group relies on Société Générale in many aspects of its business and its
        organisation and has historically shared certain services and benefitted from advantages
        that might no longer be available to the Group as a listed company.

        Prior to the contemplated listing of the Company on Euronext Paris, the Company has been a
        wholly owned subsidiary of Société Générale, and the Group has historically relied on Société
        Générale in many aspects of its business, particularly in relation to funding. Following the
        contemplated listing of the Company, Société Générale will continue to be its majority
        shareholder.

        The Group has entered into various agreements with Société Générale under which Société
        Générale or certain of its subsidiaries provides certain services to the Group (see Section 6.6 –
        "Relationship with Société Générale"). Following the contemplated listing of the Company on
        Euronext Paris, the Group will continue to rely on a substantial number of services from the
        Société Générale group that are required to conduct its business operations and Société
        Générale has committed to continue to provide these services. As such, the Group expects to
        continue to benefit from funding, IT infrastructure, administrative, compliance, credit risk
        management, legal, IP, insurance and other services currently provided by Société Générale.
        However, after the Group's agreements with Société Générale expire, or if they are terminated
        pursuant to the notice periods provided in the agreements (generally ranging from one month
        to three months), the Group may not be able to replace all of these services or obtain them at
        appropriate prices and terms, particularly in relation to funding.

        The materialisation of any of the risks described above could have a material adverse effect
        on the Group's business, financial condition, cash flows and results of operations.

4.5     RISK MANAGEMENT & INSURANCE

4.5.1   Risk Management

        The Group's risk management policies and procedures are set up in compliance with and fully
        integrated into Société Générale's risk management architecture. They differ depending on the
        type of risk addressed. The Group applies the Société Générale group policies for each of
        these risks, except for risks specific to the business of the Group, such as residual value.




                                                 - 39 -
4.5.1.1 Residual value risk management

       The residual value risk management is governed by central policies which set up the residual
       value setting procedure and review process completed by the fleet revaluation process.

       The residual value setting procedure defines the processes, roles and responsibilities involved
       in the determination of residual values that will be used as a basis for producing vehicle lease
       quotations. Residual value setting is performed by local subsidiaries under the supervision of
       the Country Manager as the used car market conditions and pricing varies in each subsidiary,
       from mark to market. The Country Operations Manager has the responsibility of ensuring that
       a written documented approach to the setting of residual values exists, that the process
       includes a clear audit trail and that the method takes account of market factors and inflation.
       Where this approach differs materially from the standard approach established by central
       policies, the approval of ALD's Finance Director is required. A Technical Residual Value
       Review Committee is established by the Group at least twice yearly for each subsidiary. For
       larger subsidiaries, these reviews are held on a quarterly basis. Based on these reviews, the
       residual values set are validated by the ALD Technical Pricing Department prior to being
       updated in the quotation system. The results of the residual value setting process are
       reviewed, approved by the Country Operations Manager and controlled centrally by a Group
       dedicated team under the supervision of the ALD Technical Pricing Manager with the latter
       informing ALD's CFO in case of irregularities.

       Residual value calculations are based on the identification of specific vehicle segments based
       on size and type of vehicle, statistical models, local vehicle price trade guides, the Group's
       own used car sales experience for each vehicle segment and country specific factors (such as
       inflation, market sector adjustments, life cycle etc.).

       The fleet revaluation process defines the responsibilities, methods and controls needed to
       measure the residual value risk on the Group's running fleet. This process must be
       synchronised with the residual value review process. If any substantial risk is found,
       mandatory financial actions planned by the Group must be enforced. Residual values existing
       for the active fleet are subjected to twice yearly revaluation reviews for those subsidiaries
       having more than 5,000 vehicles and yearly under this threshold. Based on this revaluation, it
       is possible to determine the extent to which residual values set for the active fleet vary with
       the current expected market values based on the most recent revaluation exercise. The
       Country General Manager is responsible for managing the revaluation process in accordance
       with the methodology approved by ALD and set out in the relevant central policies. The
       Finance Director has to validate all figures in the fleet revaluation databases, fleet file and
       used car sales files. Finally, it is the responsibility of the Country Operations Manager to use
       the fleet revaluation result analysis to set residual values. At the group level, the Technical
       Pricing Department of ALD is responsible for checking that the revaluation is done in
       accordance with the requirements. The ALD Pricing Analyst oversees the planning, assisting
       of subsidiaries and presenting of the results of the fleet revaluation for approval to the Pricing
       Manager and CFO. Where there is an overall loss on the portfolio in a given year, an
       additional depreciation provision has to be booked in accordance with ALD's accounting
       standards.




                                                - 40 -
       For this revaluation process, the total differences between residual values set and expected
       market values arrived at from the revaluation exercise are considered. In accordance with IAS
       8, no profit is recognised when there is an expected gain on residual values compared to the
       current expected market value realisation. When there is an expected overall loss on residual
       values for the subsidiary fleet portfolio as a whole, these potential future car sales losses are
       recognised equally from the date of the revaluation to the end of each vehicle lease contract.

4.5.1.2 Credit risk management

       All the Group entities are required to comply with risk procedures issued centrally which
       define the way credit decisions are made, as well as outlining the roles and responsibilities of
       all actors involved in the credit vetting process. Société Générale's risk department is closely
       associated with the monitoring of the Group's risks and the process of updating the Group's
       procedures with meetings held twice a month and risk committees meetings held every
       quarter.

       The decision making process is governed by the Société Générale credit authority structure:
       the application of the credit authorities' mechanism (the "Credit Authorities") requires full
       compliance with the Société Générale group risk management policy principles. The Credit
       Authorities differ depending on the exclusive or shared nature of the client: "Exclusive
       Clients" are not already clients of Société Générale as opposed to "Shared Clients". For
       Exclusive Clients, General Credit Authorities (as defined hereafter) are allocated based on
       exposure. These "General Credit Authorities" represent the threshold below which the
       subsidiary has the ability to approve an exposure on a client or group regardless of the
       opinion of Société Générale's Corporate Risk Department. Above such thresholds, a
       concurrent opinion from Société Générale's Corporate Risk Department is required to approve
       the transaction. Shared clients are managed by a Primary Client Responsibility Unit
       ("PCRU") a unit, which can be either at the subsidiary or Société Générale's level, primarily
       in charge of defining the business and risk strategy as well as reviewing the consolidated
       exposure of its portfolio of clients. For such clients, the Group has been granted an Exception
       Credit Authority (as defined hereafter) per entity. This "Exception Credit Authority"
       represents the maximum amount per transaction below which an entity of the Group may
       authorise transactions on its corporate shared clients belonging to a PCRU. Each use of an
       Exception Credit Authority must be notified to the PCRU within 48 hours maximum by the
       entity of the Group in order to be able to re-utilise it for new transactions. If the PCRU refuses
       the transaction, the Exception Credit Authority is cancelled automatically. The Exception
       Credit Authority granted to the Group is cancelled for some Société Générale clients for risk
       or commercial reasons. For these clients all subsidiaries of the Group have to send their credit
       request to the PCRU whatever the amount of the requested credit limit.

       Through coordination with the risk department of the Group, regular risk committee sessions
       are undertaken by the Group in order to review all potential risk issues and to ensure the
       credit risk procedures are properly applied. All standard risk indicators (arrears, default, cost
       of risk) are also reported and monitored centrally. In particular, entities with fleets of over 500
       units have to establish scorecards for control, warnings and global piloting purposes: these
       scorecards are drawn up automatically based on listed items and a calculation method
       established by central policies and are reported on a quarterly basis to the risk department of
       the Group. All the Group entities apply the same process locally.




                                                 - 41 -
       Debt collection remains by nature under the direct responsibility of the Group's subsidiaries
       with dedicated teams in charge of recovering unpaid invoices in compliance with local
       regulations and market practices. Local processes need, however, to be compliant with the
       corporate policies and guidelines distributed to the whole network. In particular, key central
       policies requires that all entities of the Société Générale group rate all their corporate
       counterparties according to internal rating models. In addition, entities of the Group which are
       not located in so-called SUIG (sovereign upper investment grade) countries are required to
       provide regular monthly reporting on country risk in a format set up by central policies and
       consistent with Société Générale guidelines. Central monitoring of all ageing balances is
       performed on a monthly basis as part of the regular risk reviews. When significant
       irregularities are reported, the Group general management deals directly with the relevant
       subsidiary and specific action plans are considered and set up under the supervision of the
       Country Manager, if necessary. The most sensitive subsidiaries are subject to a close follow-
       up.

       Cost of risk has historically remained very low due to the strong customer base, the products
       proposed by the Group, a strong risk assessment process and a diversified customer portfolio.
       The development of the Group's partnerships leads the Group to accept customers with riskier
       profiles (SMEs and very small businesses): this requires the setting up of a new risk approach
       with dedicated teams put together, new scoring tools and the strengthening of guarantee
       requirements.

4.5.1.3 Maintenance risk and maintenance accounting

       Maintenance risk is monitored and mitigated through the maintenance price setting process,
       which is done locally using local historical statistics, under the supervision of the Group.

       A global review of the maintenance costs is undertaken for each country on a regular basis,
       which includes specific testing of actual expenditure compared to that assumed in the pricing
       model. Necessary adjustments are then made to the costs and maintenance frequency to
       determine new maintenance tables going forward used in the quotation systems.

       Maintenance and tyre costs are typically higher in the latter part of a contract's life. In order to
       match income with costs, maintenance and tyre income is recognised in line with a
       statistically determined maintenance ‘cost curve’; this curve is developed from actual
       historical maintenance expenditure records. It is reviewed periodically and adjusted as
       required.

       As a result of application of this policy, maintenance revenues invoiced are deferred to future
       periods where costs will arise, which results in the establishment of a deferred maintenance
       revenue reserve. This reserve is gradually released to profit and loss account over the
       remaining contract lives of the vehicles.

       Maintenance profit or loss on the contract will be recognised during the life of the contract to
       minimise any exceptional end of contract profit or loss. The monthly profit and loss result
       will be the difference between the expected revenues as plotted in line with the cost curve and
       actual costs.




                                                 - 42 -
       In addition each month, an estimate is made of actual maintenance and tyre costs incurred but
       not yet received at the month end and an accrual for these costs is made.

4.5.1.4 Operational risk management

       Operational risk corresponds to the risk of loss resulting from the inadequacy or failure of
       internal processes, systems or people, and also losses as a consequence of external events.
       Within the Group, this definition includes legal risk as well as corporate image risk (unlike
       the Basel II concept of operational risk) but excludes strategic risk. An operational loss is an
       unexpected charge, which will be recorded in the results that come from the management of
       the Group's business.

       Central policies at the Société Générale level govern the Group's operational risk management
       system. This operational risk management system is based on taking preventive measures and
       on maintaining a robust internal control organisation based on permanent supervision rules
       and periodical audits.

       In order to ensure a consistent operational risk management, a strict classification of the types
       of operational risk events has been chosen by the Société Générale group. Operational risk
       events are classified into 8 groups: 1) commercial disputes, 2) disputes with authorities, 3)
       errors in risk evaluation/pricing, 4) execution errors, 5) fraud (and other criminal activities),
       6) rogue trading, 7) loss of operating environment/capability and 8) systems interruptions.

       Operational risk correspondents are designated in each Group entity. They collect data on
       identified operational risks and report these to the Group's Secretary General in accordance
       with Société Générale group rules. The Group maintains a database of the reported
       operational losses which are analysed into the above-mentioned pre-determined categories
       and contains details of how the losses arose and to which activity it relates. Action plans are
       developed to ensure that controls in the particular area giving rise to the loss are strengthened
       so as to mitigate the future risks.

       All Subsidiaries perform quarterly permanent supervision controls to verify correct
       application of procedures and operational controls. In addition, a self-assessment of risks and
       controls is performed in each entity periodically. The purpose is to identify and evaluate the
       main operational risks, to assess the controls in place and to determine action plans to address
       any identified areas of weakness.

4.5.1.5 Treasury risk management

       The Group treasury risk management policy consists of matching, as far as possible, assets
       and liabilities in terms of maturities, interest rate and foreign currency exposures. The Group
       procedures defining the risk sensitivity measurement and tolerance are applied across the the
       Group and allow a close monitoring of the treasury risk.

       These risks are monitored at each subsidiary level by the Group's Central Treasury, which
       reports on a quarterly basis to the management team of the Group through the Asset and
       Liabilities Management Committee. This committee is informed about all relevant
       developments with regard to the Group's treasury risk profile and decides any action to
       mitigate the risks when necessary.




                                                - 43 -
4.5.1.6 Structural risk management (interest rate, foreign exchange and liquidity risk)

        All the Group divisions and subsidiaries must ensure compliance with Société Générale's
        structural risk requirements and complete a specific risk report.

        The structural risk department of Société Générale's Finance Group Department is responsible
        for managing and supervising the Société Générale group's structural risk exposure and for
        coordination with the Société Générale group's Treasuries and Central Funding Departments
        (in the case of entities of the Société Générale group which are not engaged in retail banking
        or which do not match systematically all individual transactions with customers).

        The management of structural risk is principally the responsibility of the heads of entities
        concerned. Each entity concerned must appoint a "Structural Risk Supervisor", responsible
        for first-level controls of structural risks: this person measures risks at regular intervals,
        reports on risks, makes proposals for appropriate coverage and ensures the proper
        implementation of decisions taken. The Group's Central Treasury is responsible for
        compliance with these principles in each of the entities of the Group. The Group's Central
        Treasury monitors compliance with structural interest rate, foreign exchange and liquidity risk
        limits, based on the information transmitted to them by the consolidated subsidiaries within
        their scope.

        Each year the ALM Department of the Société Générale group establishes structural risk
        group limits for each subsidiary and alerts thresholds regarding liquidity gaps, sensitivity to
        interest rates and the foreign exchange position. The Group has established procedures and
        systems for ensuring that notified limits are respected. The structural positions and risk are
        assessed and reported at corresponding limits on a quarterly basis. A formal report on
        structural risk is then sent periodically to the Finance Department and to the structural risk
        department of Société Générale's Finance Group Department.

        The Group's policy prohibits the use of derivatives except where approved in writing by the
        Group Treasury Centre in Luxembourg.

        (i)     Interest rate risk management

        The Group's policy consists of financing the underlying assets with fixed rate loans as lease
        contracts are priced in fixed rate, in order to avoid any mismatch between assets and
        liabilities.

        Structural interest rate risk arises from the residual gap (surplus or deficit) in each entity's
        fixed-rate forecasted position. To this end, any residual interest rate risk exposure must
        comply with the sensitivity limits set for each entity. The sensitivity is defined as the variation
        in the net present value of the future residual fixed-rate positions (surplus or deficit) for a 1%
        parallel increase in the yield curve.

        The Group's Central Treasury monitors the interest rate risks exposure and advises
        subsidiaries to implement the adequate hedging operations. In order to mitigate losses by way
        of interest rate risk, monthly reporting measuring the interest risk exposure is produced by
        each entity to be reviewed and consolidated by the Group's Treasury Department.




                                                  - 44 -
The following table shows the impact on the Company's results and net capital following
decrease or increase in interest rates as at 31 December 2016.




                                             Impact on profit before
                                                      tax
         Impact of a variation of + 1.0 %         €9.9 million
         of the interest rate
         Impact of a variation of – 1.0 %        (€11.8 million)
         of the interest rate



(ii)    Liquidity risk management

The Group's exposure to liquidity risks is limited as the group policy consists in financing the
underlying asset with the same duration as the corresponding lease contract. Any residual
liquidity gaps are measured on a monthly basis, under the supervision of the Group's Central
Treasury, by reviewing whether a run off of the existing leased assets would match with the
remaining liabilities.

The measured liquidity position is then reviewed and consolidated at a group level. Any
deviation from the sensitivity threshold is corrected under the supervision of the Group's
Central Treasury.

The Group is mainly funded through the Société Générale group (72% of the Group's funding
as at 31 December 2016).

The remaining funding (28% as at 31 December 2016) is through local external banks or third
parties.

Since 2013, in order to diversify external funding sources, the Group has raised external
funding through asset backed securitisation programs in several European countries. These
transactions involve the sale of future lease receivables and related residual value receivables
to a special purpose company. Debt securities are issued by this special purpose company and
sold to external investors.

(iii)   Foreign exchange risk management

The Group's policy is to have loans in the same currency and duration as underlying contracts.
If the currency of the funding is different from the currency of the underlying contract, and if
the payments under the contract are not indexed to the currency of the funding, the arising
foreign exchange exposure is hedged (e.g. in India and Brazil) through derivatives such as
cross currency swaps.

The Group's limited foreign exchange risk is managed in order to ensure that shareholders'
equity is safeguarded against fluctuations in the currencies in which it operates.

To achieve this goal, the Group quantifies its exposure to structural exchange rate risks for
each subsidiary by analysing all assets and liabilities arising from commercial operations and




                                        - 45 -
        proprietary transactions. The risk sensitivity is measured by quantifying the impact of a
        variation of 10% of the exchange rate (hard currencies against local currency) and a threshold
        is defined for each subsidiary. The Group’s Central Treasury is responsible for monitoring
        structural exchange rate positions and manages the risk of any exposure of the shareholders'
        equity to exchange rate fluctuations.

        Currency risk related to the equity invested in foreign currencies is not hedged at a group
        level, as the risk exposure has not been considered as being significant. The impact on
        consolidated equity of a 1% change in each non-Euro currency exchange rate in which the
        Group holds assets is approximately €4.4 million.

4.5.1.7 Compliance risk management

        Compliance risk corresponds to any dysfunction or anomaly showing non-compliance of an
        external rule or internal rule that is likely to place the Group into a situation of judicial,
        administrative or criminal sanction risk situation and/or to cause reputational damages. Some
        operational risks may fall in the scope of compliance risk as defined by central policies,
        depending on the nature and potential impact of the concerned events.

        The Group has implemented a compliance monitoring system, in application of central
        policies at the Société Générale level, in order to minimise the impact of the risks to which it
        is exposed. Each subsidiary has a dedicated compliance officer, who enforces the policies
        implemented by the Group, in cooperation with Société Générale (a "Compliance Officer").

        Central policies define the role of each Compliance Officer, notably in relation to the fight
        against money laundering and terrorist financing, the fight against corruption and the
        enforcement of measures which ensure compliance with high ethical standards.

        The Group complies with Directive 2005/60/EC, the third European Directive on the fight
        against money laundering and terrorist financing. Relevant documentation is collected by the
        subsidiaries to ensure the reliability and adequate knowledge of their counterparties.
        Decisions are based on an assessment of the money laundering and terrorist financing risk as
        well as on the corruption risk and reputation risk attached to each transaction and rely on the
        principle of double validation: sensitive cases are validated by the Group or at Société
        Générale level.

        The fight against corruption is one of the major features of the compliance monitoring system
        and the Group complies with the UK Bribery Act 2010. The anti-corruption policy defines the
        measures to be taken by each subsidiary to ensure the absence of involvement in any
        corruption scheme, including through intermediaries or suppliers. This policy is completed by
        the Issuer's Code of Ethics, which is communicated to all employees.

4.5.2   Insurance

4.5.2.1 Introduction

        In the ordinary course of business, the Group is exposed to three principal categories of risks
        that may be subject to insurance policies: (i) damage to property (vehicles owned by the




                                                - 46 -
        Group) ("Own Damage" or "Casco"), (ii) motor third party liability ("MTPL" or "TPL"),
        and (iii) risks related to its business (excluding its fleet).

        The Group's insurance strategy is carried out in conjunction with dedicated personnel located
        in each country where the Group is present and who deals with the local specifics of
        insurance as it relates to that country.

        As a general matter, the Group can either retain the insurance risk with respect to its fleet or
        transfer it to external insurers. If the Group chooses to retain this risk, it can do so through the
        local entity "self-insuring" the risk or alternatively by retaining the risk through ALD Re. In
        the latter case, the Group's affiliates purchase insurance through selected external fronting
        insurers (including AXA, AIG and Sogessur) which are then reinsured by ALD Re, the
        Group's wholly owned reinsurance subsidiary. Should the Group decide not to retain the risks
        internally or through ALD Re, then normally the risk is placed through external local
        insurance companies.

        ALD Re reinsures the MTPL risk for more than 300,000 vehicles within the Group and the
        Own Damage risk for approximately 100,000 vehicles within the Group as at 31 December
        2016. MTPL on a standalone basis represents 66% of the insurance coverage provided by
        ALD Re, MTPL combined with Own Damage risk insurance represents 30% and other
        insurance 4%. The compound annual growth rate of ALD Re's overall penetration rate2 was
        14% from 2011 to 2016. ALD Re limits its exposure to €500,000 per event for MTPL and
        selected Own Damage through limiting the exposure that is reinsured to this amount, or where
        this reinsurance is not limited through buying retro-cession cover with third-party reinsurers.
        The vast majority of the Group's insurance costs relate to fronting insurers reinsured by ALD
        Re and, for the year ended 31 December 2016, the premiums received by ALD Re from such
        fronting insurers amounted to €125 million. For the year ended 31 December 2015, the
        premiums paid by ALD Re to reinsurance providers to provide retrocession cover in excess of
        €500,000 amounted to approximately €1 million.




        The Group's insurance policies are set out below, broken down by risk.




2
    Computed as total fleet covered over total on-balance sheet fleet.




                                                     - 47 -
4.5.2.2 Own Damage – vehicles owned by the Group

        Own Damage risk is either retained by the local entity, insured through fronting insurers
        which are then reinsured by ALD Re or transferred to external insurers.

        In some of the larger European countries in which the Group operates, the Group's local entity
        does not externally insure the property damage risk to its owned vehicles but instead retains
        this risk for its own account. In these countries, the local entity seeks to mitigate this risk
        through charging the client a service fee under which the client is entitled to have a damaged
        vehicle repaired or a stolen vehicle replaced. In such circumstances, the local entity considers
        that the fee charged to the client will be greater than or equal to actual costs of damages and
        theft.

4.5.2.3 Motor vehicle liability

        (i)     Motor third-party liability

        For MTPL risk, the Group either retains this risk through insurance from fronting insurers re-
        insured by ALD Re or externalises the insurance coverage with a local insurance provider.

        In countries in which the Group operates, it is generally compulsory under local laws to
        purchase insurance covering risks related to motor liability against bodily injury and
        accidental death or property damage caused by its customers to third parties and resulting
        from the use of its owned vehicles. In general it is considered an offence under local laws if
        these vehicles circulate on public roads without being covered by MTPL insurance. Indeed,
        internal Group procedures provide that every car should be covered by a MTPL cover during
        the entire duration of the contract.

        (ii)    Passenger indemnity

        Passenger insurance and passenger property insurance are either retained by the local entity,
        insured through fronting insurers which are then reinsured by ALD Re or transferred to
        external insurers.

        Passenger insurance and passenger property insurance are in virtually all countries not
        mandatory but internal procedures provide that they can be recommended for those countries
        where MTPL does not cover property damage and bodily injury related to the driver in case
        of an accident caused by the latter.

        (iii)   Legal protection

        Legal protection is either retained by the local entity, insured through fronting insurers which
        are then reinsured by ALD Re or transferred to external insurers.

        For countries where legal protection follows the same regulations as MTPL, internal
        procedures require that the same norms and standards as for MTPL be established. In some
        countries third party liability insurance and legal protection cannot be insured with the same
        insurance company.




                                                - 48 -
4.5.2.4 Risks related to the Group’s business (excluding its fleet)

        In order to manage other risks related to the Group’s business, or to comply with applicable
        laws, the Group has purchased and implemented other insurance programs, including a
        general liability insurance program, an environmental liability insurance program and an
        employer's practice liability insurance program related to employment practices

        These insurance programs have generally been purchased from non-affiliated insurance
        companies for amounts deemed by the Group as reasonable given its risk profile, and secured
        terms and conditions considered by the Group as reasonable.

        In addition, some subsidiaries of the Group use the Société Générale Worldwide Insurance
        Program to cover additional risks such as theft and damages to valuables, fraud,
        embezzlement and malicious acts (including cyber criminality), third party liability,
        professional indemnity, directors and officers liability and business interruption and terrorism
        and political violence.

4.5.2.5 ALD Re

        ALD Re is a wholly-owned subsidiary of ALD based in Dublin, Ireland. ALD Re was
        launched in October 2005 and began accepting reinsurance in January 2006. It currently
        employs 20 staff members and operates in 24 countries, primarily within the European
        Economic Area. Through its reinsurance of different lines of insurance (such as MTPL, Motor
        Own Damage, Legal Protection), it covered more than 300,000 vehicles for 23 entities within
        the Group in 2015 and the profit after tax for the year ended 31 December 2016 was €24.5
        million.

        ALD Re currently operates as a reinsurance entity only and does not provide direct insurance
        coverage to the entities or individuals insured. It is regulated by the Central Bank of Ireland
        (“CBI”) and categorised as a medium-low impact undertaking.

        ALD Re strictly monitors its global risks, including underwriting, market, credit and
        operational risk, via a strong corporate governance structure, a clearly defined risk appetite
        and a well developed risk monitoring process.

        In addition, in order to minimise the financial impact of a single event, ALD Re only provides
        reinsurance protection for claims up to €500,000 per event for MTPL and selected motor Own
        Damage. Over the last 5 years, ALD Re had an average 64% loss ratio and never went above
        a 100% loss ratio over the last 10 years. In countries where reinsurance protection is provided
        above that level, ALD Re buys retro-cession coverage from third party insurers to limit its
        risk to the above stated per event limit. This reinsurance strategy is reviewed at least annually
        by the Board of Directors of ALD Re.

        (i)     Regulatory Compliance

        The Group is subject to the Directive 2016/97/EC of 20 January 2016 on insurance
        distribution (IDD) which will replace Directive 2002/92/EC of 9 December 2002 on
        insurance mediation (IMD) as of 23 February 2018. IDD seeks to enhance the current
        regulation applicable to insurance intermediaries only with a particular focus on practices for




                                                 - 49 -
selling insurance products and to promote a level playing field between participants in
insurance sales in order to improve consumer protection, market integration and competition.
IDD will widen the scope from insurance intermediaries by adding all sellers of insurance
products, including insurance manufacturers that sell directly to customers and market
participants who sell insurance on an ancillary basis (subject to the proportionality principle).
IDD is aimed at minimum harmonization and therefore does not preclude EU member states
from maintaining or introducing more stringent provisions, provided that these are consistent
with IDD.

As for all European based insurance and reinsurance undertakings, ALD Re is subject to the
Solvency II Directive which came into effect from 1 January 2016. Solvency II is a
sophisticated and rigorous risk based approach to assessing the solvency needs of
(re)insurance companies including the requirement that companies complete an Own Risk
and Solvency Assessment ("ORSA") process, an internal assessment process of risks and
solvency needs under normal and severe stress scenarios, in a continuous and prospective
way. On 30 November 2016, the Board of ALD Re approved its 2016 ORSA and therefore
completed its ORSA process for 2016.

ALD Re has a dedicated Chief Risk Officer who oversees the review and updating of a suite
of risk and governance policies to ensure they are in line with Solvency II principles and with
the CBI’s guidelines. Furthermore, ALD Re has appointed a representative from KPMG as its
Head of Actuarial Function who will be responsible for specific tasks required of the
Actuarial Function under the Solvency II framework and the CBI guidelines.

For further information see Section 6.7.4 "Solvency II Directive".

(ii)    Governance systems

ALD Re has implemented a comprehensive governance structure which comprises its Board
of Directors, two sub-committees of the Board, being the Audit Committee and the Risk
Committee and an executive management team.

As a demonstration of its commitment to promoting sound and effective risk management as
required by the Solvency II Directive, ALD Re has adopted a suite of governance and risk
policies to support ALD Re's business and risk strategy, risk profile, objectives, values, risk
management practices, and long-term interests. Risk policies would cover operational areas
such as underwriting, retrocession, investments, reserving, capital management, operational
risk and asset/liability matching. Governance policies would include documented policies on
remuneration, outsourcing, ethics, fraud, whistle-blowing, internal controls and compliance.
All policies are reviewed on an annual basis by the appropriate Board sub-committee (Audit
or Risk) and if required are submitted to the Board for approval. Each policy is assigned a
specific owner who is responsible for ensuring and monitoring compliance with the policy on
an ongoing basis.

(iii)   Internal control and risk management

ALD Re has a Board approved Internal Control Policy which outlines the processes adopted
by ALD Re to ensure that there is an effective and suitable internal control system in place.




                                         - 50 -
 The Board of ALD Re has also adopted a Risk Management policy which describes the
guiding principles for managing risk at ALD Re and for the implementation of the risk
management system. The purpose of the policy is to outline the responsibilities and processes
for ensuring that all material risks facing ALD Re are identified, evaluated and effectively
managed within an acceptable time scale. ALD Re’s policy is to ensure that its activities and
the activities of its outsourced service providers are conducted in accordance with, and within
the tolerance limits set out in the ALD Re risk appetite statement and the various risk policies
of the company.

(iv)    "Prudent person" principle

ALD Re's investment risk policy incorporates the prudent person principle in accordance with
the Solvency II Directive. It provides that ALD Re’s strategic objective, in relation to its
investment risk policy, is based on the Board-approved risk appetite statement in accordance
with which ALD Re seeks to preserve principal value and increase the value of investments
while covering its technical reserve requirements, its solvency requirements and meeting its
ongoing cash flow needs. In relation to its excess funds, the Group's objective is to produce
efficient return for the shareholder.

The Board has deemed it appropriate to engage an external investment management service
provider in order to assist in achieving its investment strategy. Société Générale BT (as
defined in Section 6.6.2 "Funding") has been selected as investment manager, and a written
Service Level Agreement (“SLA”) is in place between ALD Re and the investment
management service provider. This SLA specifies the nature of delegated authorities with
respect to ALD Re’s investment portfolio.

(v)     ALD Re's Financial Situation

ALD Re's consolidated balance sheet reached €268.6 million in 2016 compared to €240.60
million in 2015.

The table below sets out selected information from ALD Re's consolidated balance sheet for
the last three years.

ALD Re
CONSOLIDATED BALANCE SHEET                                        2016        2015        2014
(in € million)


ASSETS
Financial Investments                                            213.5        199.3       174.0
Reinsurance Debtors                                               46.2        33.8        31.2
Other Assets                                                       8.8         7.5         6.6
Total Assets                                                     268.6        240.6       211.8

EQUITY AND LIABILITIES
Total equity                                                     114.6        110.1       80.9
Provisions                                                       137.4        121.4       118.5
Current liabilities                                              153.3        130.4       130.7
Total liabilities                                                154.0        130.5       130.9




                                        - 51 -
ALD Re
CONSOLIDATED BALANCE SHEET                                   2016       2015        2014
(in € million)


Total Equity and Liabilities                                 268.6      240.6      211.8



Ratios

SCR has been calculated per the table below.

Regulatory SCR                                                                  2016 € M
Solvency Capital Required (SCR)                                                        54
Available own funds                                                                125.4
SII SCR Ratio                                                                      232%
SII SCR Ratio required                                                             100%

For 2016, ALD Re recorded a Solvency II SCR ratio of 232% under the Solvency II Directive
standard formula, compared to the 100% ratio required. In 2015 and 2014, different
methodologies were applied to measure solvency and so cannot be directly compared.




                                       - 52 -
CHAPTER 5. INFORMATION ABOUT THE COMPANY

5.1     HISTORY AND DEVELOPMENT OF THE COMPANY

5.1.1   Legal and Commercial Name

        The corporate name of the Company is ALD.

5.1.2   Place of Registration and Registration Number

        The Company is registered with the Nanterre Trade and Companies Register under number
        417 689 395.

5.1.3   Date of Incorporation and Duration

5.1.3.1 Date of Incorporation of the Company

        The Company was incorporated on 19 February 1998.

5.1.3.2 Duration

        The Company's duration is 99 years from the date of its registration with the Trade and
        Companies Register subject to early dissolution or extension.

5.1.4   Registered Office, Legal Form and Applicable Legislation

5.1.4.1 Registered Office and Country of Incorporation

        The Company's registered office is located at Tour Société Générale « Chassagne », 15-17
        Cours Valmy, 92800 Puteaux and its telephone number is +33 (0)1 56 76 18 00.

5.1.4.2 Legal Form and Applicable Legislation

        As of the date of this Registration Document, the Company is a limited liability company
        with a Board of Directors (société anonyme à conseil d'administration) governed by French
        law, including, in particular, Book II of the French Commercial Code and its Bylaws.

5.1.4.3 Fiscal year

        The Company has a fiscal year of twelve months, beginning on 1 January and ending on 31
        December of each year.

5.1.5   History and development

        The Company was incorporated in 1998 under its former legal name "Lysophan". In October
        2001, the former legal name was replaced by "ALD International". Key milestones for the
        Group include the acquisition by Société Générale, its parent company, of Deutsche Bank's
        European car leasing interests in 2001 and Hertz Lease Europe in 2003, thereby consolidating
        the Group's leading market position in almost all of its key European markets (Source: Fleet
        Europe June 2016 - Leasing presence country by country).




                                               - 53 -
        From 2004 to 2008, the Group established multiple subsidiaries in Central and Eastern
        Europe and South America, Africa and Asia. In 2009, the Group continued to expand its
        network in China through a joint venture with Baosteel, the leading steel producer in China.
        The Group is present in all the BRIC (Brazil, Russia, India, China) countries and has
        developed in additional countries in Latin America such as Mexico, Chile and Peru and, as
        such, has a strong position in non-Western European markets.

        In April 2009, the Group entered into a global strategic co-operation alliance with Wheels, a
        specialist and leader in vehicle fleet management for large corporate customers in North
        America. In 2012, the Group entered into a similar alliance with Fleet Partners, which
        extended its coverage in the Asia Pacific region. In 2014, another strategic alliance was
        signed with ABSA (South African-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). These alliances have expanded the Group's global presence which directly or
        through its alliances covers, as at 31 December 2016, 54 countries.

        In addition to its regional partners, the Group also has partnerships with 10 car manufacturers
        and 23 banks. Through these and other indirect and direct distribution channels, the Group
        offers its Full Service Leasing and Fleet Management services.

        In May 2016, the Group acquired Parcours Group, representing a total fleet of 63,700 vehicles
        (including 57,600 in France) as at 3 May 2016. Parcours, the most recent significant
        acquisition by the Group, was acquired, among other reasons, in order to strengthen the
        Group's position with SMEs and very small companies in France, Belgium, Luxembourg and
        Spain and to leverage Parcours' network of local hubs offering maintenance, repair and
        consulting into a platform for private leases and mobility services, providing an eventual
        option for future B2C activities to be brought together under the Parcours brand. The Group
        expects this acquisition to generate cost savings for Parcours' activities relating to cost of
        funding and overhead optimization.

5.2     INVESTMENTS

5.2.1   Historical Investments

        The Group's investments in tangible and intangible assets (other than acquisitions and
        investments in fleet) during the fiscal years ended 31 December 2014, 2015 and 2016 totalled
        €36.2 million, €35.1 million, and €48.8 million, respectively. Acquisitions and investments in
        fleet consisted principally of the acquisitions discussed below and the Group's investments in
        its fleet discussed in Section 6.4.6 "Fleet" and 10.4.1.1 "Rental Fleet".

        In 2015, Axus Finland OY, a subsidiary of ALD, acquired Easy KM, representing 8,000
        vehicles in Finland. The Group also acquired Sogelease (1,836 vehicles) in Bulgaria in 2015.

        In May 2016, Temsys SA, a subsidiary of ALD, acquired Parcours Group, representing a total
        fleet of 63,700 vehicles (including 57,600 in France). For additional information on the
        Parcours Group acquisition, please see 7.2.2.1 "Acquisitions".




                                                - 54 -
        In 2016, ALD Automotive Magyarorszag Kft, a subsidiary of ALD, acquired MKB-
        Eurolizing Autopark Zrt. MKB-Eurolizing Autopark Zrt is a car operating lease player in
        Hungary, with a portfolio of 7,700 vehicles, and also in Bulgaria through MKB-Autopark
        Eood, a fully owned subsidiary with a portfolio of 1,700 vehicles.

        All acquisitions made by the Group during this period were paid for in cash from its own
        internal cash resources. Investments in the fleet were funded by debt as discussed in Section
        9.1.2.6 "Source and Cost of Funding".

5.2.2   Ongoing Investments

        During the fiscal year ending 31 December 2017, investments in tangible and intangible
        assets are expected to remain in line with previous investments in the fleet and the Group's
        acquisition strategy (see Section 6.3.2 "Strategy").

        The Group is currently involved in discussions for the acquisition of a medium size leasing
        company in Europe. As of the date of this Registration Document, no definitive agreement
        has been reached.

5.2.3   Future Investments

        The Group plans to continue making appropriate investments for its business. As of the date
        of this Registration Document, the Group has no plans to make any investments in tangible or
        intangible assets that are different in kind or for a significant amount.




                                               - 55 -
CHAPTER 6. BUSINESS OVERVIEW

6.1       OVERVIEW

          ALD is the parent company of the Group and is a wholly-owned subsidiary of Société
          Générale. The Group operates across the value chain in driver mobility services and is a
          leading international provider of full service vehicle leasing and fleet management services to
          corporate customers and, more recently, it has also expanded its offer to private individuals.

          The Group is ranked number one in Europe, with a market share of approximately 13%, and
          number three globally in the full service leasing segment3 based on its total number of full
          service vehicle leasing and fleet management vehicles under contracts as at 31 December
          2015 (Source: Fleet Europe; public filings; Company estimates for Italy)4. As at 31 December
          2016, the Group managed a total of 1.376 million vehicles in full service leasing and fleet
          management of various makes and models in 41 countries in which the Group has a direct
          presence, giving the Group the widest geographical coverage in the full service leasing and
          fleet management market (Source: Fleet Europe). As at 31 December 2016, 27% of the
          Group's on-balance sheet fleet was located in France, 13% in Italy, 12% in the UK, 24% in
          the rest of Western Europe, 11% in Central and Eastern Europe, 7% in Northern Europe and
          the remaining 6% is located in South America, Africa and Asia. The Group employed 5,922
          people globally as at 31 December 2016. In addition to its direct presence in 41 countries, the
          Group has entered into alliances with major providers of full service vehicle leasing and fleet
          management in several regions, covering 13 countries, including the United States.




3
      Full-service leasing segment includes only operating lease providers and excludes pure finance lease
      providers with no additional service offering.
4
      Including Parcours and MKB.




                                                   - 56 -
        The Group's Full Service Leasing (as defined in Section 6.4.2 "Product Offerings") product
        offering, which represented 76% of the Group's fleet by number of vehicles as of 31
        December 2016, offers clients the usage of a vehicle for a regular monthly lease payment
        covering financing, depreciation of the vehicle and the cost of various services provided
        relating to the use of the vehicle. The Group's Fleet Management (as defined in Section 6.4.2
        "Product Offerings") product offering, which represented 24% of the Group's fleet by volume,
        provides outsourcing contracts to clients under which the vehicle is not owned by the Group
        but is managed by the Group and for which the client pays a monthly fee for the cost of
        various services relating to the use of the vehicle.

        The Group's client base comes from numerous sectors of the economy and across various
        client types, including Key International Accounts (representing 37% of the Group's fleet by
        volume as of 31 December 2016), Other Corporate Accounts (representing 33% of the
        Group's fleet by volume as of 31 December 2016), SMEs (representing 25% of the Group's
        fleet by volume as of 31 December 2016) and, in selected countries, retail clients and private
        individuals (representing 5% of the Group's on-balance sheet fleet by volume as of 31
        December 2016). The Group has developed a wide and diversified customer base through
        varied distribution channels, both direct and indirect, with its car manufacturers and banking
        networks representing 29% of the Group's fleet as of 31 December 2016.

        In 2016, the Group generated consolidated Gross operating income of €1,244.2 million,
        compared to €1,172.8 million in 2015. The three principal components of the Group's Gross
        operating income are its Services Margin, Leasing Contract Margin, and Car Sales Results. In
        2016, the Group's Services Margin amounted to €528.6 million, its Leasing Contract Margin
        to €514.1 million and Car Sales Results to €201.5 million, compared to €534 million, €431.6
        million and €207.2 million, respectively, in 2015. The Group generated Net Income
        attributable to owners of the company of €511.7 million in 2016, compared to €424.3 million
        in 2015.

        The Group's strengths are centred on its position as a global leader in providing high-quality
        and innovative driver mobility solutions, with a proven track record of effective management,
        profitable growth and a strong risk management culture.

6.2     CAR FLEET LEASING MARKET AND COMPETITIVE ENVIRONMENT

6.2.1   Markets

        The Group is positioned in two main markets for the leasing of cars:

               The Group's core market is the corporate Full Service Leasing and Fleet Management
                market.




                                                - 57 -
            The Group primarily provides Full Service Leasing and Fleet Management services to
            corporate customers. The Group is ranked number three globally and number one in
            Europe in terms of fleet in the full service leasing segment as at 31 December 2016.

           The Group is also present in the developing B2C segment.

            The Group is developing B2C leasing solutions for private customers. The Group
            intends to develop its B2C operations in Europe through direct distribution as well as
            through its White Label partnerships (as defined below), through which, as of 31
            December 2016, the Group manages approximately 55,000 vehicles for the retail
            segment.

6.2.1.1 Corporate Full Service Leasing and Fleet Management market overview

    (i)     Overview of the market in which the Company operates and current penetration




    In Europe, there are collectively around 354 million running vehicles (meaning total vehicles
    in use across Europe irrespective of their owner or use), of which approximately 12% (41.8
    million) are corporate vehicles. Approximately 17% (7.0 million) of these 41.8 million
    vehicles are under Full Service Leasing, of which the top 3 players provide 37% of the
    vehicles, including 12% provided by the Group, as of 31 December 2015 (Source: Frost &
    Sullivan, Fleet Europe).

    For the year ended 31 December 2015, in Europe there were collectively around 18.4 million
    new registrations, of which approximately 32% (5.9 million) were corporate vehicles (Source:




                                           - 58 -
Frost & Sullivan, Fleet Europe). Approximately 41% (2.4 million) of these 5.9 million
vehicles are under Full Service Leasing, of which the Group provides c.6% of the vehicles as
of 31 December 2015 (Source: Frost & Sullivan, Fleet Europe).

The penetration levels for full service leasing within corporate new vehicle registrations has
been increasing among countries in Europe, as evidenced by some countries featuring
relatively high-levels of penetration, such as the UK, with penetration of approximately 52%
for corporate new registrations in 2014 (Source: White Clark Group), while other countries
feature a relatively low level of penetration, such as Spain, with penetration of approximately
15% for corporate new registrations in 2014 (Source: Asociación Española de Renting de
Vehículos). Those countries with lower levels of penetration generally provide greater
opportunity for growth in full-service leasing. The European market is more profitable than
the North American market mainly due to the difference in the type of product being sold,
that is, operational leases with higher margins in Europe compared to lower margin financial
leases in North America.

The Group also offers fleet leasing solutions in emerging markets and other developed
economies outside Europe, primarily through the development of its Key International
Accounts. When entering new markets, Key International Accounts allow for the early launch
of operations.

(ii)    Basics of full service leasing and fleet management

Full service leasing

Full service leasing offers clients the right to use a vehicle whose legal title and ownership
rights remain with the leasing company. Under a full-service lease, the client pays the leasing
company a regular monthly lease payment to cover financing, depreciation of the vehicle and
the cost of various services provided in relation to the use of the vehicle (such as
maintenance, replacement car, tyre management, fuel cards and insurance). This aggregate
lease payment provides predictability for the client, who can anticipate stable payment flows.

Full service leasing also allows customers to potentially free up their capital. Under a full
service lease, the client enjoys full usage of the vehicle, while not directly owning the
vehicles, therefore not having to use its resources to invest in the acquisition of vehicles, or be
responsible for the resale of the vehicle.

A full service lease contract also usually consists of various fleet management services. As
such, the administration of the client's fleet is significantly simplified: the client delegates the
management of its fleet and thus does not require the internal operating structure necessary to
manage the relationship with drivers, suppliers and manufacturers or to remarket the vehicle.
Finally, under a full service lease contract, drivers may be subject to increased controls by the
service provider in comparison with the outright purchase of a fleet. However, such tighter
controls have the advantage of improving efficiency, controlling costs and allowing the client
to focus on its core competencies.




                                          - 59 -
Financial and operating leases

The two major forms of full-service leases are operating and financial leases (see Note 2.5 of
the Group's consolidated financial statements for the year ending 31 December 2016). The
major difference between operating and financial leases lies in the economic ownership of the
vehicle. Under a financial lease, the economic risk of ownership is borne by the customer and
the vehicle is usually carried on the customer's balance sheet.

Under an operating lease, the economic risk of ownership is borne by the leasing company
and the vehicle is carried on the leasing company's balance sheet.

Product offerings

Full-service lease contracts typically offer a variety of services tailored to the specific needs
of customers, generally on a fixed-payment model

Under the fixed-payment model, customers pay fixed monthly amounts for the services they
use. Customers are not provided with a breakdown of the actual costs of the services and the
leasing company absorbs both positive and negative variances from the contracted costs. No
settlement of the difference between actual and fixed costs occurs at the end of the contract.

Under a typical full-service lease, vehicles are chosen by the customer, together with the
desired associated 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 car,
        the model and options they wish to include in their car policy.

       Financing – the customer can choose the financing option most suited to its business.
        The vehicle financing costs form part of the lease rental costs.

       Insurance – Third party liability, theft, passenger and material damage insurance can
        be provided.

       Maintenance and Tyres – the leasing company provides maintenance and tyre
        replacement services for both routine and emergency situations through its network of
        selected workshops and tyre fitters.

       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 telematics.




                                         - 60 -
Fleet Management

Fleet management services include the provision of outsourcing contracts to clients under
which the vehicle is not owned by the Group but is managed by the Group and for which the
client pays fees for the various fleet management services provided. These services are
generally identical to those listed under the full-service leasing above, with the exception of
the financing service, as the vehicle is owned by the client.

(iii)   Growth trends & drivers

The global leasing and fleet management market has grown steadily after the financial crisis.
In Europe, the market has expanded at a faster rate since 2013 than real GDP in Europe. In
the European full service leasing market, vehicles under full service leasing increased from
2013 to 2016 at an compound annual growth rate of 4.1%, compared to a 1.5% compound
annual growth rate in real GDP over the same period (Source: Frost & Sullivan, IMF).

European corporate leasing and fleet management market size (€bn)




                                                                                       (1)




                                                                                                              (1)




                                                                                                        (1)




                                                                                                  (1)




        Source: Frost & Sullivan as of 31/12/2015
        (1)      Growth vectors not captured in historical European FSL market growth
        Note:    Running vehicles volume including Passenger Cars (PC) and Light Commercial Vehicle (LCV)
        Note 2:  "Europe" is defined as France, Germany, Italy, UK, Ireland, Spain, Belgium, Netherlands, Finland, Russia,
            Czech Republic, Hungary, Sweden, Denmark, Turkey, Portugal, Poland, Luxembourg, Romania, Austria,
            Norway, Ukraine, Switzerland, Greece, Slovakia, Croatia


The growth of the leasing and fleet management market has been driven by several factors.
Firstly, the rising volume of fleets has increased the importance and potential for fleet
management solutions.

There has also been a steady rise in client acceptance of the product, as corporates have the
potential to improve leverage and save costs by outsourcing non-core activities, thereby
realising efficiencies.




                                                  - 61 -
         Digitalisation and technology is also supporting the growth of the industry. In particular, the
         use of advanced global reporting, telematics and other technology-based customer solutions
         provides more value added offerings to clients. Such specialist technology solutions require
         niche expertise and scale to amortise costs of development and are therefore less easily
         implemented in-house by customers, as compared to traditional fleet management service
         providers. Development of new mobility solutions, such as car sharing / autonomous driving
         and connected cars, are expected by the Group to provide opportunities to the leasing industry
         to expand its range of services to both corporate and private customers.

         Finally, the Group believes that there is potential for growth even in mature markets,
         particularly with SMEs, as well as in emerging economies. The growth in mature markets is
         expected to come from the further extension of indirect channels to target SMEs, where
         penetration is lower and there is a trend towards outsourcing of fleet management activities.
         Emerging economies have a lower penetration of operating leases than in mature markets and
         so there is strong growth potential as the car markets in those economies grow and more
         international companies look to outsource their fleet management activities.

         (iv)     Selected Group geographies

         The Group is a global player with a direct presence in 41 countries spread over 4 continents.
         In addition, strategic alliances with market leading local players in a further 13 countries
         allows it to offer a coordinated service to its international customers in additional
         geographies.

         The following table details the market characteristics in selected Group geographies.


                                                                            Fleet leasing      Group's Market
                               Rankings by fleet size at dates indicated   market size at 31    Share CAGR        Group's fleet
                                               below                       December 2016         (2012-2016)    CAGR (2012-2016)

       France                1. ALD (459,000)(1)                              1.655                11%              11%
                             2. RCI (335,000)                                 million
                             3. Arval (303,000)(2)
                             4. Credipar (224,000)
                             5. LeasePlan (105,000)

                             (Source: SNLVD)
                             Note: Data as of 31 December 2016 (1)
                             Including Parcours.
                             (2) Including GE Fleet.
       Italy5                1. Leasys (45,000)                               0.227                18%              8.9%
                             2. ALD (44,000)                                  million
                             3. Arval(1) (43,000)
                             4. LeasePlan (32,000)
                             5. Athlon (17,000)

                             (Source: Dataforce)
                             Note:       Data as of 31 December 2016
                             (1) Including GE Fleet
       UK                    1. Lex AutoLease (333,000)                        1.565               14%              12.7%


5
    Rankings and fleet size for Italy based on number of new registrations in the year ending 31 December 2015.




                                                         - 62 -
                                                                           Fleet leasing      Group's Market
                          Rankings by fleet size at dates indicated       market size at 31    Share CAGR        Group's fleet
                                          below                           December 2016         (2012-2016)    CAGR (2012-2016)

                        2. LeasePlan (166,000)                               million
                        3. Arval (157,000)(1)
                        4. Alphabet (147,000)
                        5.ALD (126,000)

                        (Source: FleetNews,)
                        Note:       Data as at end October 2016,
                        except for ALD as at end December 2016
                        (1) Including GE Fleet

     Spain              1. LeasePlan (90,000)                                0.448                15%              15%
                        2. ALD(1) (89,000)                                   million
                        3. Arval (87,000) (2)
                        4. Alphabet (41,000)
                        5. Santander (38,000)

                        (Source: AER)
                        Note:       Fleet data as of end October 2016,
                        except for ALD as at end December 2016
                        (1) Including Parcours’ fleet of 3,489 vehicles
                        at end 2015
                        (2) Including GE Fleet
     Germany            1.Volskwagen leasing (1,138,000)                     1.993                 5%                5%
                        2. Deutsche Leasing (154,000)                        million
                        3. ALD (146,000)
                        4. Alphabet (143,000)
                        5. Athlon (122,000)

                        (Source: Autoflotte)
                        Note: Fleet data as of end August 2016,
                        except for ALD at end December 2016
                        (1) Including GE Fleet
                        (2) Including Daimler Fleet Management

     Belgium            1. ALD (56,000)(1)                                362 million              5%              5%
                        2. Arval (53,000)(2)
                        3. LeasePlan (51,000)
                        4. Autolease KBC (48,000)
                        5. Alphabet (47,000)

                        (Source: Renta)
                        Note: Data as of end 2016, except said
                        otherwise
                        (1) Including Parcours’ fleet of 1,385 vehicles
                        at end 2015
                        (2) Including GE Fleet




6.2.1.2 B2C leasing market overview

       The Group believes that the private customers leasing market in Europe is an attractive and
       largely untapped market by industry peers. Non-corporate registrations account for
       approximately 68% of all newly registered vehicles in 2015 in Europe (including private and
       small business, with up to 20 vehicles per customer) (Source: Frost & Sullivan). Non-
       corporate registrations account for 88% of running vehicles (Source: Frost & Sullivan).




                                                      - 63 -
        Growth drivers

        A number of growth drivers are developing in the B2C market, including a cultural shift from
        "car ownership" towards "car usership" and more demand for flexible use and availability of
        cars, increasing urbanisation and a generation more favourable to car leasing, linked to the
        increased cost of ownership, the reduction in kilometres driven per capita and the reduction in
        number of driving licenses; increasing connectivity (such as smartphones and cars) and open
        data; new transport alternatives and a collaborative economy; and increases in environmental
        regulation and awareness.

6.2.2   Competition

6.2.2.1 Competitive landscape

        On a global scale, the fleet leasing market remains relatively fragmented, with very few
        players having a global coverage (such as the ALD Group, LeasePlan and Arval). Companies
        have traditionally focused on their home market and region (such as Sumitomo and Orix in
        South East Asia and American leasing entities largely in North America, such as Element,
        ARI and Wheels). There are few global operators with the size of the Group, which manages
        1.376 million vehicles across 41 countries as at 31 December 2016. The Group has built a
        global network, largely as a result of its ability to roll out its model in new markets, its
        international client base and strong culture of partnerships to penetrate new markets. In
        addition, players that are only present in the United States, where leases are mainly finance
        leases, generally lack the expertise to underwrite business in geographies where business is
        primarily composed of operating leases, as in Europe.

6.2.2.2 Type of competitors

        Across the Group's areas of operation and products and service markets, it competes with
        other international fleet management companies, including both vertically integrated
        companies offering Full Service Leasing, as well as finance or management-only fleet
        management companies. The Group's key competitors are Leaseplan, Arval, Alphabet and
        Athlon, which are international multi-brand leasing companies operating in the same
        geographies as the Group. In certain of the Group's geographic markets, it also competes with
        strong local players offering Full Service Leases.

        The Group also faces competition in specific areas of the vehicle leasing value chain. It
        competes with the captive finance subsidiaries of large automobile manufacturers in the
        financing area of the value chain. The Group also competes with third-party service providers
        that occupy the part of the value chain involving 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.




                                                - 64 -
(i)     Bank affiliates

Bank affiliates include entities that are part of a larger financial group, mostly subsidiaries of
banks, such as Arval. In many cases, vehicle leasing started as an extension of conventional
banking products to satisfy the needs of corporate customers, but now many banks have
developed semi-autonomous leasing units within their corporate structure.

These bank affiliates generally leverage the parent bank's distribution network among others,
which serves as an important and cost effective sales channel within a diversified distribution
chain for their own leasing products. Bank affiliates also generally have access to cost-
effective financing from their parents and/or affiliates.

Bank affiliates are often local or regional players without an international footprint.

(ii)    Car manufacturers' captives

Car manufacturers' captives include entities that are owned by car manufacturers and
generally focus on increasing sales of their own 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, PSA Finance and FCA, is increasing as their parent companies
seek to present themselves as all-round providers of mobility solutions who are able to
capture a greater share of the market for acquiring and operating vehicles, rather than solely
car manufacturers.

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

(iii)   Independent operators

Independent operators include entities that are not directly related to either parent banking
institutions or car manufacturers. Securing external financing on attractive terms is the key
challenge faced by such entities. These entities do not benefit from parent company funding.

(iv)    Regional players

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




                                         - 65 -
6.2.2.3 Rankings

       The following table sets out information about the Group's global position by fleet size
       (including managed non-funded fleet and excluding strategic alliances) with respect to the
       Group's key competitors as at 31 December 2015, the most recent date for which information
       is available.




                                        Total         Total
                                         Fleet         Fleet
                                         Size          Size
                            Primary     ('000)        ('000)    Independent/                   Number of
       Company Name*        product     Global       Europe       Captive       Headquarters   Countries

                          Operating
                          /Finance
       Element Fleet       leases       1,707         N/A      Independent        Canada           5
                          Operating
        LeasePlan          leases       1,558        1,154     Independent      Netherlands        31

                           Finance
          ORIX              leases      1,356         N/A      Independent         Japan           16
                           Finance
        VW Leasing          leases      1,279        1,231     OEM captive       Germany           16
                          Operating
          ALD(1)           leases       1,271        1,202     Bank affiliate     France           41
                           Finance
           ARI              leases      1,145          40      Independent          US             12
                          Operating
                 (2)
          Arval            leases        952          917      Bank affiliate     France           27
                           Finance
           RCI              leases       696          635      OEM captive        France           28


     Sumitomo Mitsui      Operating
       Auto Leasing        leases        605          N/A      Bank affiliate      Japan           5
                          Operating
         Alphabet          leases        602          602      OEM captive       Germany           18



       Century Tokyo       Finance
          Leasing           leases       570          N/A      Independent         Japan           1
                           Finance
           PSA              leases       411          411      OEM captive        France       14
                          Operating
         Athlon(3)         leases        347          347      OEM captive       Germany       14
                           Finance
          Wheels            leases       318          N/A      Independent          US         2
           Lex            Operating      291          291      Bank affiliate       UK         1




                                                 - 66 -
                                                   Total         Total
                                                    Fleet         Fleet
                                                    Size          Size
                                  Primary          ('000)        ('000)      Independent/                   Number of
       Company Name*              product          Global       Europe         Captive       Headquarters   Countries

                                   leases
                                  Finance
           Donlen                  leases           164          N/A        Independent          US         1

                                Operating
      Deutsche Leasing           leases             154          154        Bank affiliate    Germany       1
                                Operating
         SG Fleet(4)             leases             136           13          Regional        Australia     3
                                  Finance
            FCA                    leases           125          125        OEM Captive         Italy       13
                                Operating
        Sixt Leasing             leases             103          103          Regional        Germany       5
                           Operating
           Eclipx           leases                   92          N/A          Regional       Australian     2
               ______________________
                Source: Fleet Europe as of 31/12/2015; public filings.
                *Multi-brand Full Service Leasing players in bold font.
                (1) Including Parcours' (63,700) and MKB's (9,400) fleet.
                (2) Including GE Fleet
                (3) Including Daimler Fleet Management
                (4) Including Motiva Vehicle Contracts and Fleet Hire

6.2.2.4 Consolidation trends in the sector

        In recent years, as scale benefits make it more difficult for smaller players to offer
        competitive services, large players such as the ALD Group, Element and Arval have utilised
        their strong financial positions to capitalise on a consolidation trend in the sector, strategically
        making acquisitions to strengthen their market positions across various countries and
        therefore contributing to the market consolidation. The wave of acquisition activity among
        leasing companies in recent years includes Arval's acquisition of Commerzbank Autolease
        (2010), Alphabet's acquisition of ING Car lease (2012), LeasePlan's acquisitions of BBVA
        Renting/AutoRenting (2012), Element's acquisition of PHH (2014), GE's sale of its entire
        fleet leasing operations to Element Financial and Arval (2015), the ALD Group's acquisition
        of Parcours Group and, most recently, Daimler's acquisition of Athlon (2016). Regional
        players and other players holding small leasing portfolios, such as dealers, have also been
        acquired by, or had their portfolios acquired by, larger players over the past several years.

6.2.2.5 Key Development Factors

        Consolidation in the fleet management, driver mobility and vehicle leasing industry has
        resulted in an increase in concentration at the national and regional levels. In the absence of
        acquisitions of significant size, it would be difficult for the smaller players to increase scale at
        the national and/or regional levels.

        The Group also believes that the following additional obstacles exist for leasing companies
        that wish to enter the market.




                                                            - 67 -
(i)     Geographical footprint

Large, multinational customers demand broad international coverage and a one-stop-shop
approach for their leasing requirements in all regions in which they operate. Serving a large,
multinational corporate customer requires substantial investment, time and scale.

(ii)    Technology

Information technology has become increasingly important as a means of driving efficiency
and providing customer services and products. Information technology is of particular
importance as scale and coverage capabilities are critical to the success of leasing companies.

(iii)   Economies of scale

Large fleet leasing players can spread their fixed costs, including infrastructure and
information technology costs, across their large book of leased assets. This scale provides a
cost advantage to an established fleet leasing player when pricing a new contract, as well as
the benefit of lower unit costs through bulk contract efficiencies. A fleet leasing company
needs a high volume of leased vehicles to amortise its investment in infrastructure and
information technology costs to make its business model efficient. At the central level,
players such as the Group can negotiate volume bonus discounts with car manufacturers, fuel
suppliers and other global service providers to enhance profitability through the scale of its
operations.

(iv)    Capital and funding

Fleet leasing is a capital and funding intensive business and requires continuous access to
different funding sources at attractive terms in order to maintain adequate margins. Without a
successful track record and sufficient scale of operations, it could be difficult for a new
entrant to obtain cost-effective and flexible funding to finance vehicle purchases at
competitive levels.

(v)     Maintenance and repair supplier network

An established and comprehensive supplier network is required for a company to generate
procurement value and provide high quality customer services, such as maintenance and
repair shops and tyre fitters. It is difficult for smaller players to achieve a global network with
sufficient scale.

(vi)    Expertise

Industrial knowhow and expertise is also critical to compete effectively in the car leasing
industry and to cover a wide geographical footprint.

(vii)   Distribution networks

Established distribution networks are also key to distributing leasing products to a broad
range of customer segments, including SMEs and the B2C segment.




                                          - 68 -
6.3       COMPETITIVE STRENGTHS AND STRATEGY

6.3.1     Competitive Strengths

          The Group's strengths are centred on its position as a global leader in providing high-quality
          and innovative driver mobility solutions, with a proven track record of effective management,
          profitable growth and a strong risk management culture.

6.3.1.1 A global leader in Fleet Management services

          Market leader and benefits of scale

          The benefits of scale in the car leasing industry generally reinforce the Group's competitive
          position, including by providing the Group with a competitive purchasing position given its
          significant orders placed across most blue-chip vehicle manufacturers and with providers of
          parts and services. The Group's purchasing power allows it to improve margin and be more
          competitive on prices. As of 31 December 2016, 386,837 vehicles in the Group's fleet (or
          37% of its Full Service Leasing fleet as at 31 December 2016) were from its top 3 suppliers.
          The Group also leverages its size to cement expertise in international tenders, which have
          been increasing in recent years. In addition, back-office and fleet management costs are
          distributed over a large number of vehicles under management, leading to lower costs, which
          is especially beneficial for SMEs due to the high cost of running small fleets internally. The
          Group's scale also allows for diversification across geographies, with 807 international clients
          across 41 countries as of 31 December 2016, and car brands, with no brand accounting for
          more than 15% of the Group's total fleet. Finally, the Group's scale also enables it to invest in
          the research and development and IT platforms for new and disruptive fleet management
          technologies, services and products offering.

          Global footprint and top position in core markets

          With a direct presence in 41 countries, the Group is ranked number three globally and number
          one in Europe in the full service leasing segment by number of contracts under management
          as at 31 December 2015, with 1.271 million full service vehicle leasing and fleet management
          service contracts (Source: Fleet Europe) as at 31 December 20156. This strong geographical
          positioning provides the Group with high customer visibility, which helps to ensure that it is
          involved in significant global tenders for its services.

          The Group is directly present in 41 countries as at 31 December 2016 and has the largest
          global footprint amongst its peers in terms of numbers of countries in which the Group is
          directly present. As a result, the Group is able to provide broad coverage for its Key
          International Accounts. The Group serves its top ten clients across 38 different countries, and
          of the top ten clients' fleet, 80.6% of the fleet is located in Western Europe, 1.1% of the fleet
          is located in Northern Europe, 10.1% of the fleet is located in Central and Eastern Europe and
          8.2% of the fleet is located in South America, Asia and Africa.

          In addition to the breadth of its offering, the Group is also in the top three positions in 26
          countries by fleet size (or, in the case of Italy, by number of new registrations). For example,

6
      Including Parcours and MKB.




                                                   - 69 -
        in Western Europe the Group is #1 in France (with a market share of 28% as of 31 December
        2016), #2 in Italy (with a market share of 23% as of 31 December 2016)7, #1 in Belgium
        (with a market share of 22% as of 31 December 2016) and #2 in Spain (with a market share of
        19% as of 31 December 2016) (Source: Fleet Europe). The Group is also #5 in the UK (with a
        market share of 13% as of 31 December 2015)8 and #3 in Germany (with a market share of
        8% as of 31 December 2016) (Source: Local industry associations; Company information).

        In addition to a strong direct presence in 41 countries, the Group also provides its clients with
        access to preferred alliance partners in 13 countries (see Section 6.4.7 "Global Alliances").

        Market reach through multi-channel distribution

        The Group's multi-channel distribution model supports market reach and further develops
        opportunities, particularly with its market leading position in manufacturer and bank
        partnerships.

        The Group 's direct sales channel enables access to both international and local corporate
        accounts and, of 807 Key International Accounts as of 31 December 2016, 218 use the Group
        in more than 10 countries and 46 use the Group in more than 20 countries. The direct sales
        channel accounted for 72% of contracts as of 31 December 2016 and for 55% of annual fleet
        growth for the year ended 31 December 2016.

        The Group's indirect sale channels consist of distribution partnerships with car manufacturers
        and banks (see 6.4.4.2 "Indirect distribution channels"). Through its partnerships with car
        manufacturers, the Group provides to car manufacturer customers (mainly SMEs) lease
        financing and associated services as a White Label solution. Through its partnerships with
        banks, the Group provides to bank customers (also mainly SMEs) lease financing or fleet
        management solutions either for fees or in the form of a joint venture that allows for the
        sharing of risks and reward. The Group also believes itself to be well-placed to capture clients
        from the B2C segments through these partnerships.

        Development through value-creative acquisitions

        The Group has a proven track record in M&A and is well positioned to play a leading role in
        any further sector consolidation. The Group has developed through a number of value-
        creative acquisitions over the last 15 years, with efficient integration, including DB Leasing
        (2001), Hertz Leasing (2003), Autosystem (2005), AlfA Otomobil (2005, 2008), FordLease
        (2005), LocatRent SPA (2007), EasyKM (2014) and, more recently, MKB (2016) and
        Parcours (2016). Overall, these acquisitions have contributed approximately to 1.5% of the
        Group's growth. The Group is currently involved in discussions for the acquisition of a
        medium size leasing company in Europe. As of the date of this Registration Document, no
        definitive agreement has been reached.




7
    In terms of new registrations.
8
    Full Service Leasing only




                                                 - 70 -
6.3.1.2 Long standing high-growth trajectory driven by increasing demand for outsourced fleet
        solutions

        Strong fleet leasing sector fundamentals

        The increased reliance on full service leasing is underscored by the fact that, in the years
        2013-2015, the European fleet leasing market has grown at 4.4% per annum, versus GDP
        growth of 1.5% per annum. The Group is notably positioned on the operating lease market, a
        bigger and faster growing market than finance lease, leading to continued fleet growth
        potential (Source: Frost & Sullivan, IMF).

        The Group also expects increased penetration of the fleet leasing market over the medium
        term. In 2015, 32% of new vehicles were registered by corporates, of which 41% were under
        Full Service Leasing. In the running vehicles market, 12% consisted of corporate registered
        vehicles, of which only 17% were under Full Service Leasing (Source: Frost & Sullivan,
        IMF).

        In the medium term, the corporate full service lease market is expected by the Group to
        continue to grow at a faster rate than GDP and the corporate fleet market

        The ALD Group's sustained historical fleet growth

        From 2005 to 2016, the Group's fleet under management had a compound annual growth rate
        of 7.8% (from 601,000 in 2005 to 1.376 million in 2016), as compared to 7.1% for Arval 9 and
        2.7% for LeasePlan over the same period (Source: public filings). On average, the top 3
        European players have grown at 5.1% per annum between 2006 and 2016. From 2011 to
        2016, the Group's compound annual growth rate for its fleet has been 8.4%.

        The Group's positioning with partnering banks and car manufacturers has supported growth,
        particularly in the SME segment. The Group's partnerships fleet has had a compound annual
        growth rate of 25.3% per annum over the last 6 years. The Group's car manufacturer
        partnership fleet has had a compound annual growth rate of 23.6% per annum over the last 6
        years, contributing to 40% of the Group's total fleet growth over the same period. The Group's
        bank partnership fleet has had a compound annual growth rate of 31% per annum over the last
        6 years, contributing to 18% of the Group's total fleet growth over the same period.

        The Group has also demonstrated in the past an ability to enter new countries thanks to a
        scalable IT infrastructure and quick launch of operations with international clients, and has
        begun operations in 25 new countries since 2002. The Group has a track record of significant
        development in emerging and high-growth markets, and currently expects to launch
        operations in a new country in Latin America in July 2017, which would give the Group a
        direct presence in 42 countries.




9
    Including GE Fleet acquisition.




                                               - 71 -
        Note: Data as of 31/12
        (1) Group estimates as of 31/12/2015
        Break even year refers to the year that net income reached break even point.

The share of the Group's fleet in emerging markets has grown from 6% in 2006 to 14% in
2016. The Group's fleet has grown at a compound annual growth rate of 6.8 % in Western
Europe, 5.2 % in Northern Europe, 17.7% in the CEE region and by 36.4% in South America,
Africa and Asia from 2005 to 2016.

Finally, the Group aims to maintain long-term customer relationships through its quality of
service. The Group is frequently recognised for its high quality of services as evidenced by
strong levels of customer satisfaction and industry awards, including Best Customer Service
of the Year in the category Renting in France for 2017 and in Spain for 2017 as awarded by
Viséo Customer Insights, Leasing Company of the year as awarded by Automotion and
Link2Fleet Luxembourg as well as Rental Company of the year as awarded by Automotion in
Luxembourg for 2016, Best Leasing Company in the Netherlands for 2017 as awarded by
Conclusr Research and Super Achievers Award in the category Best Vehicle Leasing & Fleet
Management in India for 2016 as awarded by Indira Group of Institutes.

Strong growth potential in the B2C segment

The Group already manages approximately 55,000 vehicles for retail customers in 8
countries, mostly in the UK and mostly resulting from its existing partnerships. Management
believes that the B2C segment represents a significant opportunity for the Group as a number
of positive growth drivers are developing, including a shift from "car ownership" towards "car
usership", the recognition of advantages for consumers of the leasing model as it becomes
more prevalent and the opportunity for direct marketing to consumers through digitalisation
and internet solutions.

The Group believes it is well-positioned to benefit from B2C opportunities because it has
expertise over the lease contract life-cycle, which combines automotive services and financial
expertise and because it has the potential to leverage its existing distribution partnerships, as
well as to develop new partnerships in the B2C segment with insurance companies, brokers,
municipalities and other players, such as technology companies. In particular, the Group has
the potential to benefit from: in the B2B2C market, its partnerships with banks and car
manufacturers, as well as Société Générale's retail branches, websites and strong brands; in




                                           - 72 -
          the B2C market, strengthened visibility which is expected to result from the contemplated
          offering of the Company’s shares and their listing on Euronext Paris, its web and external
          portals as well as the development of stores and dedicated areas in shopping centres; and, in
          the B2B2E market, employees of the Group’s corporate customers who are not eligible for a
          corporate plan but could be marketed to directly at a lower cost by the Group.

          The Group expects approximately more than 150,000 vehicles for its retail customers by 2019
          and 1 million by 2025.

6.3.1.3   Innovative mobility solutions

          At the forefront of the evolving landscape in mobility solutions

          The Group believes that social trends are contributing to higher demand for outsourced
          mobility solutions, which offer significant growth opportunities for the Group beyond 2020.
          The Group is currently addressing a broad spectrum of new mobility opportunities, including
          shared or leased mobility solutions, electric cars and connected cars by the 2020s and
          autonomous mobility and the convergence of corporate and retail needs by the 2030s.

          Differentiation through innovation

          The Group has a solid track record of differentiation through digital innovation. Its focus on
          innovation, scale and IT capabilities has enabled the Group to further develop and roll out
          effective technology-enabled services, including telematics, myALD, e-commerce platforms
          and mobility cards (see Section 6.4.9 "Innovation"). The Group has been able to enlarge the
          scope of its services to address its customers' new mobility demands through the development
          of user services.

          The Group believes that fleet leasing services companies are set to be at the centre of the
          evolving mobility solutions landscape, given that they are able to provide:

                 Scale and scope and a wide range of Fleet Management services;

                 balance sheet exposure and expertise in managing residual value;

                 IT capabilities and tools;

                 multi-brand vehicles offering; and

                 retail distribution channels.

6.3.1.4 Corporate Structure, management and governance

          International and highly experienced top management

          The Group has a top management that benefits from strong experience and international
          exposure. The members of the management team have on average approximately 20 years of
          sector experience and 10 years of experience with the Group and hail from the UK, France
          and Denmark (see Section 14.1.3 "Executive Committee" for additional detail on the
          management team). The Group's management team has a strong track record in developing




                                                  - 73 -
        international client relationships and partnerships, of entering and growing in new markets via
        both green-field development and M&A and of managing the company through times of
        economic crisis.

        Efficient organization with centralized functions and empowered local management

        The Group's experienced and capable team of 5,922 employees, excluding the external IT
        workforce, as at 31 December 2016 operate with a central organization and supervision
        through an operating board composed of heads of key regions and countries and reporting
        lines for its 7 largest countries and 7 regional hubs (namely, the BeNeLux Hub, Nordics Hub,
        Northern Eastern Europe Hub, Southern Eastern Europe Hub, Central Europe Hub,
        Mediterranean Hub and LatAm Hub). Regional hubs are used for small and medium size
        countries, which helps to drive efficiencies, increase productivity and lower cost to income
        ratios in such countries, while still allowing for close supervision and risk management by the
        operating board. Local management is incentivised based on both local and global
        performance indicators.

        Benefits from being part of the Société Générale group

        ALD has historically operated as a quasi-independent entity despite its ties with its sole
        shareholder, Société Générale. Société Générale has committed to remaining the Group's
        controlling shareholder following the contemplated listing of the Company's shares on
        Euronext Paris. The benefits of being part of the Société Générale group include funding
        benefits, the ability to sell through Société Générale's retail network and arm's length credit
        and operational risk management, IT, legal and tax services provided to the Group by Société
        Générale.

        Following the contemplated listing of the Company on Euronext Paris, the Group will
        continue to rely on a substantial number of services from the Société Générale group that are
        required to conduct its business operations and Société Générale has committed to continue
        these services.

6.3.1.5 An efficient operating model translating into strong financials

        Track record of profitable growth

        The Group had Gross operating income growth from €659 million in 2011 to €1,244 million
        in 2016 (13.6% compound annual growth rate), as well as a significant increase in on balance
        sheet fleet with 8.7% compound annual growth over the same period. The Group's net income
        over the period has grown from €183 million in 2011 to €512 million in 2016.

        The Group's Gross operating income growth from 2011 to 2016 has been across all three of
        its income sources (Services Margin, Leasing Contract Margin and Car Sales Result) and is
        the result in part of on balance sheet fleet compound annual growth of 8.7%, a decrease in
        cost of lease services per car of 4.2%, stronger demand for services, a stable interest spread
        and a favourable used car resale market.

        The Group has a strong focus on cost control and operational efficiency, evidenced by its
        number of vehicles per full time employee (232 in 2016, compared to 226 in 2015), by a




                                                - 74 -
         strong and steady decrease in cost of revenues per car of 19% since 2011 and by an industry
         leading cost-income ratio of 44.5% in 2016 (down from 45.8% in 2014), compared to peers'
         average of 55.8%, despite being present in more countries and investing actively in new
         technology. IT development has been an increasing source of operating expenses and a
         substantial amount of IT expenses in recent years have been allocated to digital innovation
         projects. In addition, automation has allowed productivity gains: in particular, in the UK
         where 99% of operations are now processed via automated tools with a gain of productivity 10
         of 3% since inception, i.e. 201111, compared with 95% in Spain, with a gain of productivity of
         18% since 2011, 70% in Germany, with a productivity gain of 22% since 2014 and 21% in
         France, with a gain of productivity of 3% since 2012. The Group's average of cost-income
         ratios from 2011-2016 was 48.3%.

         As a result of its various advantages coupled with a low cost of risk that is typical of the
         industry, the Group has developed a profitable business with a compound annual growth rate
         in profits before tax of 13.9% from 2014 to 2016, 6 consecutive years of net income growth,
         with a compound annual growth rate from 2011 to 2016 of 22.9%, including 2016, and a
         Return on Average Earning Assets above peers from 2014 to 2016.

         Across all geographies, the Group benefits from a sustainably robust margin profile, and the
         Group's profit before taxes in 2016 is distributed, geographically as follows: Western Europe
         accounting for 73.2%, Northern Europe accounting for 13.9%, Central and Eastern Europe
         accounting for 11.9% and South America, Africa and Asia accounting for 0.7%.

         Robust Balance Sheet allowing for investment in growth initiatives

         The Group has a strong capital position, with an equity to assets ratio of 16.1% at 31
         December 2016. Shareholders equity in 2015 was strengthened through a capital increase,
         which allows additional financial flexibility for growth. With a Return on Equity12 of 17.9%,
         the Group has a higher Return on Equity than its peers, despite its conservative capital
         position.

6.3.1.6 Resilient performance underpinned by efficient and strong risk management culture

         Strong customer credit quality with limited credit losses

         The Group has a track record of low cost of credit risk, amounting to approximately 18 bps as
         a percentage of Earning Assets on average from 2014 to 2016. This results in part from the
         fact that 96.1% of the Group's Full Service Leasing contracts are operational leasing
         contracts, where the Group retains vehicle ownership during the whole life of the contracts,
         which significantly decreases cost of risk in comparison to other types of financing solutions.

         The Group also benefits from strict and selective risk credit underwriting, as a result of its
         developed models of credit risk assessment and clear risk assessment guidance. In general, the



10
     Cumulative annual gross rate
11
     Productivity computed as number of authorisation processed per full-time employee per year.
12
     As defined in Section 9.2.3.




                                                    - 75 -
        Group aims to maintain a high quality customer portfolio, and, as at 31 December 2016, 62%
        of the Group's rated customers were rated BBB or higher.

        The Group's diversified end-markets and client exposure also foster stability, as only 4
        customers lease more than 10,000 cars and the top 10 customers represents 7.9% of the Full
        Service Leasing fleet as at 31 December 2016.

        Pro-active approach to residual value risk management

        The Group’s Car Sales Results for 2011 and 2012 showed small losses but since 2013 have
        been positive (€201.5 million, €207.2 million, €153.1 million, €98.1 million, €(2.3) million
        and €(5.2) million for the years ended 31 December 2016, 2015, 2014, 2013, 2012 and 2011),
        supported in part by the Group's local knowledge of second hand car markets, and
        development of its in-house electronic platform allowing a more efficient and quicker
        process, with more than 50% of re-sale activity online (versus 4% in 2009).

        The Group's pro-active management of residual values includes a consistent control
        mechanism applied throughout all its units. Fleet revaluation is performed locally and
        reviewed and approved centrally, and the Group has additional depreciation related to
        potential stress for changes in the local used car markets already booked as at 31 December
        2016. In addition, as at 31 December 2016, no car brand represents more than 15% of its fleet
        and outside France, no country accounts for more than 13%, meaning the Group is less
        susceptible to resale price decreases in specific car brands or regions.

        Stable funding sources and prudent asset-liability management

        The Group is not constrained by regulatory liquidity requirements, while still benefitting from
        Société Générale's funding support on an arm's length basis. For the year ended 31 December
        2016, Société Générale contributed to 72% of the Group's funding. Société Générale has
        committed to continue to provide the majority of the Group's funding following the
        contemplated listing of the Company’s shares on Euronext Paris, as long as the Company
        requests it. The Group has already demonstrated its ability to successfully fund itself
        externally. The Group is rated BBB by S&P, with a stable long term perspective.

        The Group's policy is to match its assets and liabilities in duration, currency and rate, helping
        to reduce exposures to fluctuations in interest or foreign exchange rates. In addition,
        subsidiaries are subject to structural risks limits, which are followed closely by local
        management and the Group's Central Treasury team.

6.3.2   Strategy

        In order to grow its position as a global leader in providing high-quality and innovative driver
        mobility solutions, the Group is focused on five strategic pillars: (1) be a global leader with a
        top 3 position in all geographies, (2) differentiate by customised services and reference
        quality, (3) be at the forefront of innovation through vision, innovation & technologies, (4)
        attract and empower the best people with a global perspective, and (5) maximize and sustain
        shareholder value.




                                                 - 76 -
Be a global leader with a Top 3 position in most geographies

The Group strives to maintain and expand its market-leading position in most of the
geographies in which it operates through a combination of organic growth and targeted
acquisitions. The Group's demonstrated ability to grow through partnerships, profitable green-
field developments and value-accretive acquisitions places it in a strong position to evaluate
future opportunities in a consolidating industry. In pursuing this strategic growth, the Group
further leverages the benefits of scale and a global footprint in the car leasing industry. The
Group expects its organic growth to be supported by growth in emerging economies, further
penetration in mature markets, the development of innovative products and expansion of its
partnerships, including to new partners such as insurance companies and other players.

Differentiate through customised services and reference quality

The Group's strategy to differentiate itself from competitors by the quality and breadth of its
services includes a product offering that allows for a varied revenue stream and customisable
service packages. In addition, the Group is increasingly diversifying its services, including
into the B2C segment, to serve new mobility demands.

A key pillar of this strategy is to provide reference quality in the industry, and the Group is
frequently recognised for its high quality of services as evidenced by strong levels of
customer satisfaction.

Be at the forefront of innovation through vision, innovation & technologies

The Group pursues value-added positioning through innovative mobility solutions and
technology-enabled services. This focus on innovation, scale and IT capabilities have enabled
the Group to develop and roll out effective technology-enabled services, and the Group
continues to develop new services. In particular, the Group strives to be at the centre of the
evolving mobility solutions landscape, driven by long-term social trends resulting in higher
demand for outsourced mobility solutions and online services.

Attract & empower the best people with global perspectives

The Group aims to empower its global team of almost 6,000 employees through a de-
centralised organisation structure relying on distinct management teams and reporting lines,
including regional hubs for fast-growing countries. This is reinforced by an international
management team, particularly the executive committee, which has significant industry
experience.

Maximise and sustain shareholder value

The Group pursues sustainably high profitability through a combination of predictable
revenue streams, cost control, operational efficiency and management of risk. This has
contributed to 6 consecutive years of net income growth and an industry-leading cost-to-
income ratio.

At the same time, the Group pursues its growth and acquisitions with a focus on maintaining
both its strong capital position and a Return on Equity equal to or better than its peers: as with
the Parcours acquisition, the Group evaluates growth opportunities with an eye to ensuring




                                         - 77 -
        both value creation for shareholders and retaining financial flexibility for future growth. The
        Group believes that the Parcours acquisition will be accretive to Return on Equity for ALD
        France after 3 years.

6.4     BUSINESS OPERATIONS

6.4.1   Business model

        ALD Group is a full service leasing and fleet management group with a fleet of 1.376 million
        vehicles operating with a direct presence in 41 countries. In addition, the Group has alliances
        in 13 countries as at 31 December 2016. The Group is active on the whole value chain of the
        car leasing industry and focuses on providing full service leasing solutions encompassing a
        broad scope of services which, contributing to revenue diversification, can also be provided
        on a standalone basis.

        The Group benefits from a diversified revenue and profit base composed of three principal
        components: the Services Margin, the Leasing Contract Margin and the Car Sales Result.

        Under its primary product offering, Full Service Leasing, the Group purchases vehicles with a
        view to leasing them to customers for a period generally of 36-48 months and earns a spread,
        or Leasing Contract Margin, equal to the difference between, on the one hand, the leasing
        contract revenues it receives from customers, comprised of a component to reflect the
        expected depreciation of the leased vehicle and a component related to the interest for funding
        the vehicle over the lease period, 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 purchase the corresponding vehicles. The Leasing Contract Margin
        on the contracts it enters into under its Full Service Leasing and Fleet Management products
        amounted to €514.1 million, and contributed to approximately 41% of its Gross operating
        income, for the fiscal year ended 31 December 2016.

        The Group also generates profits, referred to as the Services Margin, through 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. The Services
        Margin on the contracts it enters into under its Full Service Leasing and Fleet Management
        products amounted to €528.6 million, and contributed to approximately 42% of its Gross
        operating income, for the fiscal year ended 31 December 2016.

        Finally, the Group generates profits from the resale of its vehicles at the termination of a lease
        contract, referred to as the Car Sales Result. The Group remarkets and sells used cars at the
        end of their lease term via several channels, including selling them to used car dealers,
        directly to users of vehicles, through auctions and directly to external buyers through its own
        retail sites (such as Qigo) or through its online car sales platform dedicated to professionals,
        ALD Carmarket. The ALD Carmarket website, an online auctioning and direct sales platform,
        is increasingly becoming an important channel through which the Group remarkets its own
        used cars and sells them. The Group can also remarket used cars which are not under an
        operating lease contract on behalf of its customers and partners and deducts a fee from the
        proceeds of the sale.




                                                 - 78 -
        The following chart sets out the distribution of the Group's three principal sources of
        consolidated Gross operating income for the three months ended 31 March 2017 and 2016
        and the three years ended 31 December 2016:



                                                                     Three months ended                                                              Year ended
                                                                         31 March                                                                   31 December

                                                                       2017                            2016                       2016                         2015           2014
                                                                (€ millions)                    (€ millions)               (€ millions)                 (€ millions)   (€ millions)
        Leasing Contract Margin                                       128.8                           121.6                      514.1                        431.6          381.1
        Services Margin                                               151.8                           129.6                      528.6                        534.0          445.4
        Car Sales Results                                               47.8                            52.0                     201.5                        207.2          153.1




        The following table sets out the detailed components of the Group's consolidated Services
        Margin for the fiscal year ended 31 December 2016:


                                                                                                       Year ended
                                                                                                           31
                                                                                                       December
                                                                                                             2016
                                                                                                      (€ millions)


            Services Margin
            Maintenance and Tyres.......................................................................................................
                                                                                                         300.3
            Insurance .............................................................................................................................
                                                                                                         139.2
            Management fee .................................................................................................................
                                                                                                           37.1
            Replacement cars ................................................................................................................
                                                                                                           89.5
                                                                                                        (37.6)
            Other ...................................................................................................................................
                                                                                                         528.6
            Services Margin ................................................................................................................

6.4.2   Product Offerings

        The Group provides financing and management services through two principal product
        offerings. These two offerings are the Group's B2B services, Full Service Leasing and Fleet
        Management, which together accounted for 100% of the Group's Gross operating income for
        the fiscal year ended 31 December 2016:

                         The Group's full service leasing service ("Full Service Leasing") offers clients the
                          usage of a vehicle for a regular monthly lease payment covering financing,
                          depreciation of the vehicle and the cost of various management services provided
                          relating to the use of the vehicle. In this structure, the Group is the owner of the
                          vehicle other than for finance leases. Full service vehicle leasing contracts comprise
                          76% of the Group's fleet as at 31 December 2016.

                         The Group's fleet management service ("Fleet Management") consists in outsourcing
                          contracts under which the vehicle is not owned by the Group, but is managed by the
                          Group on behalf of the customer and for which the client pays fees for the cost of
                          various management services provided by the Group relating to managing the services
                          and the re-billing services required for the vehicles. Fleet Management comprises 24%
                          of the Group's fleet as at 31 December 2016.




                                                                                                - 79 -
Overall, the Group's offering covers the entire mobility service value chain from the
beginning to the end: starting from the selection of the new vehicle by the customer, its
registration and delivery, together with its financing, continuing during the life of the contract
with the provision of all the services required by or facilitating the use of a vehicle
(maintenance and tires, insurance, fuel and mobility services such as vehicle replacement in
case of a breakdown as well as reporting, optimisation and telematics) and ending with the
remarketing of the used car for the purpose of its resale.

The following table shows a breakdown of fleet under management (in number of vehicles)
by product offering for each of the three years ending 31 December 2016:

                       31 December 2016            31 December 2015          31 December 2014
Full Service
Leasing              1,045,963          76%         894,545        74%       813,814            73%
Fleet Management       329,621          24%         312,292        26%       293,452            27%
Total                1,375,584        100%        1,206,837      100%      1,107,266           100%



The following table shows a breakdown of fleet under management (in number of vehicles)
by type of customer for each of the three years ending 31 December 2016:

                       31 December 2016            31 December 2015          31 December 2014
Key International
Accounts               437,408          32%         413,437        34%       402,090            36%
Other Corporate
Accounts               530,009          38%         458,276        38%       431,713            39%
SMEs                   353,463          26%         335,124        28%       273,463            25%
Private Lease           54,705           4%            N/A         N/A           N/A
Total                1,375,584        100%        1,206,837      100%      1,107,266           100%




The following tables show a breakdown of product offerings (in number of vehicles) by
geographies of customer for the years ending 31 December 2016 and 2015:

                                                         As at 31 December 2016


                                          Full Service           Fleet
                                           Leasing            Management               Total

Western Europe                                     797,109            302,922           1,100,031
Central and Eastern Europe                         119,130              6,663             125,793
Northern Europe                                     67,956              8,726              76,682
South America, Africa and Asia                      61,767             11,311              73,078
Total Fleet                                       1,045,962           329,622           1,375,584

%                                                   76.0%                24.0%                 100%




                                         - 80 -
                                                               As at 31 December 2015


                                                Full Service           Fleet
                                                 Leasing            Management            Total

       Western Europe                                  663,299             284,256           947,555
       Central and Eastern Europe                      108,630               7,179           115,809
       Northern Europe                                  65,580               9,591            75,171
       South America, Africa and Asia                   57,036              11,266            68,302
       Total Fleet                                     894,545             312,292         1,206,837

       %                                                74.1%               25.9%                 100%



6.4.2.1 Full Service Leasing

       Full Service Leasing, which represents 76% of the Group's fleet (1,046,000 vehicles), as at 31
       December 2016, offers clients the usage of a vehicle whose legal title and ownership rights
       remain with the Group, except under finance leases. While the Group is active in both forms
       of leasing, the majority of its leases are classified as operating leases, with 96.1% of the
       Group's Full Service Leases classified as operating leases as at 31 December 2016. The
       Group's Full Service Leases are typically for a duration of 36-48 months.

       The Group's leasing service offers a variety of services tailored to the specific needs of its
       customers, including new vehicle selection, financing, maintenance and tyres, driver support
       and breakdown assistance, replacement vehicles, and fleet reporting, fuel cards and other
       tailor-made customer services. In addition, the Group provides insurance services, which the
       customer can elect. The Group provides clients with MTPL, material damage, theft and
       passenger insurance. See Section 4.5 "Risk Management & Insurance" for additional
       information.




                                              - 81 -
6.4.2.2 Fleet Management

       Fleet Management is the Group's other product offering, making up 24% of the Group's fleet
       (330,000 vehicles) as at 31 December 2016. Under a Fleet Management contract, the client,
       who remains the owner of the vehicle, outsources the management of its fleet to the Group by
       way of an outsourcing contract. The Group offers its assistance in the optimisation of the fleet
       management and procurement process, with the aim of achieving measurable quality and cost
       optimisation for customers. The Group estimates that through the use of its services, its fleet
       management clients can benefit from considerable saving in annual fleet management costs.
       Fleet Management clients represent approximately 10% of the Group's Key International
       Accounts (as defined below). Significant Fleet Management clients of the Group include La
       Poste in France (representing 53,400 as at 31 December 2016) and Ford in Germany
       (representing 21,600 contracts as at 31 December 2016).

       The scope of services offered under such outsourcing arrangements is equivalent to the Full
       Service Leasing range of services including insurance, routine repairs and emergencies,
       maintenance and tyres, driver support breakdown assistance, replacement vehicles and fine
       management. These services include arranging for vehicle delivery and administration of the
       title and registration process, as well as tax and insurance requirements, ensuring maintenance
       of the vehicle, pursuing warranty claims, providing fleet policy analysis and
       recommendations, benchmarking and providing vehicle recommendations.

       Through its range of services and specially negotiated rates, the Group provides solutions to
       clients 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




                                               - 82 -
         for services provided or (2) a plan where the Group handles vehicle bill processing for the
         client as well as providing a flat rate for services.




6.4.3    Customers

         As at 31 December 2016, the Group has over 100,000 customers and a diversified client base
         with 37% of its contracts13 entered into with Key International Accounts (as defined below),
         33% with Other Corporate Accounts through direct distribution (as defined below), 25% with
         SMEs through indirect distribution and 5% with B2C – Private Leases mostly through direct
         distribution.

         The concentration of the Group's top 10 customers remained limited to 82,213 contracts, or
         6.0% of the total fleet as of 31 December 2016 compared to 6.7% of the total fleet as of 31
         December 2015.

         The Group's leasing contracts have an average length of 43 months. Therefore, on 1 January
         each year, 28% of contracts (ie. 12/43) would be expected to run off during the course of the
         year. Assuming these run-off evenly, on average 14% of contracts would run-off during the
         year, and therefore the Company estimates that 86% of its fleet is contracted for on 1 January
         each year. The key factors to successful customer retention for the Group is the strength of the
         relationship, which depends both on maintaining excellent service delivery as well as
         sustaining high levels of customer satisfaction. In addition, for international customers,
         succeeding in tender processes is essential to retaining or obtaining contracts.



13
     One contract is equal to one vehicle.




                                                 - 83 -
    The following table shows a breakdown of fleet under management by type of customer for
    each of the three years ending 31 December 2016:

                          31 December 2016             31 December 2015          31 December 2014
    Key International
    Accounts              437,408           32%        413,437       34%         402,090             36%
    Other Corporate
    Accounts              530,009           38%        458,276       38%         431,713             39%
    SMEs                  353,463           26%        335,124       28%         273,463             25%
    Private Lease          54,705            4%            N/A       N/A               N/A
    Total               1,375,584         100%        1,206,837     100%       1,107,266           100%


6.4.3.1 Key Corporate Customers

    Key International Accounts are large international clients with a fleet potential of over 500
    vehicles, whether managed by the Group or not, that are present in more than one country,
    subject to change in line with management strategy or client potential ("Key International
    Accounts"). These clients are served by the Group's local operating companies based on a
    coordinated international framework. When entering new markets, Key International
    Accounts allow for early launch of operations.

    As of 31 December 2016, the Group managed approximately 437,000 vehicles, compared to
    364,000 in 2011, for 807 Key International Accounts, which such vehicles represented 37%
    of its fleet under contract.

    The following table shows the company's top 10 Key International Accounts by fleet size as
    at 31 December 2016.



   Customer                         Fleet size -       Number of          Start year           Tenure of
                                    thousands           countries                            relationship
                                                         covered
   Client 1                                  12               15               2000              17 years
   Client 2                                  11               15               2000              17 years
   Client 3                                  11               17               2000              17 years
   Client 4                                  10                 3              1993              24 years
   Client 5                                   7               28               1996              21 years
   Client 6                                   7               32               1997              20 years
   Client 7                                   7               35               1993              24 years
   Client 8                                   6               25               1995              22 years
   Client 9                                   6               23               2010               7 years
   Client 10                                  5                 3              2005              12 years
   Total                                   82.2


    Within the top 10 customers above, which represents 6% of the Group's total fleet, 9 have
    been clients of the Group for more than 10 years.




                                             - 84 -
       The following table shows growth of Key International Accounts in selected countries.

                                                                                Key International
                                             Total fleet growth
        Country                                                               Accounts' fleet growth
                                                2015/2016
                                                                                   2015/2016

        Algeria                                    +16%                               +27%

        Austria                                    +11%                               +11%

        Brazil                                     (2%)                               +10%

        Croatia                                    +33%                               +35%

        Estonia                                    +21%                               +27%

        Mexico                                     +10%                               +11%

        Poland                                     +17%                               +30%

        Spain                                      +10%                               +12%




       As of 31 December 2016, Key International Accounts are based on average in 13 countries
       and up to 35 for the largest Key International Accounts. 218 customers use the Group in more
       than 10 countries, and 46 customers use the Group in more than 20 countries.

6.4.3.2 Other Corporate Customers

       Other corporate accounts are either corporate or public entities who receive dedicated sales
       and account management by the Group's local operating companies through the Group's direct
       distribution networks ("Other Corporate Accounts"). These clients are either present in one
       country or require a fully local solution.

       The Group's Other Corporate Accounts has remained constant between 2014 and 2016 at
       approximately and 33% share of its total fleet. Other Corporate Accounts recorded a 16%
       annual growth rate in 2016 and generated 43% of the Group's annual growth with 71,731
       additional vehicles as compared to 2015.

6.4.3.3 Partnership customers

       Other customers include clients of partners such as banks and car manufacturers, and consist
       mainly of SMEs and private lease clients.

       SMEs

       The Group leverages its strong partnerships with car manufacturers and banking networks to
       address mostly small and medium-sized companies. Through White Labelling (as defined
       below), whereby a white label product is provided by the Group and packaged and sold by
       other companies under various brand names ("White Labelling"), dealers affiliated with the
       Group's car manufacturer partners and banking partners can offer a full service lease product
       to their clients under the brand of the car manufacturer or bank, with the Full Service Leasing




                                               - 85 -
        product operated by the Group. These agreements offer the Group a complementary channel
        to reach small and medium-sized enterprises. The Group is a global leader in White
        Labelling, working in 23 markets with 23 different car brands and 16 markets with 23
        banking brands. The Group manages or leases 353,463 vehicles for SMEs as at 31 December
        2016.

        B2C – Private Lease

        The Group aims to become a leader in the B2C segment and is targeting more than 150,000
        vehicles in the retail segment by 2019 and 1 million by 2025.

        The Group aims to access this new client base in a cost-effective manner by leveraging
        existing distribution partnerships with car manufacturers and banks, and through a new online
        platform. The Group intends to continue to develop these new channels, including through (i)
        B2B2C, through car manufacturers, banks and insurance companies, (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 manages or leases approximately 55 thousand vehicles as at 31 December 2016
        for the retail segment, as a result of recently agreed partnerships in this segment. Moreover,
        the Group has the expertise to offer private leases, as the Group's full-service leasing model is
        well suited to manage the life-cycle of private lease contracts. Management believes that the
        Group's flexible offers are particularly adapted to retail customers' needs, as the Group's
        different offerings allow for à-la-carte services and contract modifications in terms of
        duration, mileage and other options.

        In addition, the Group has developed innovative products specific to the B2C segment, such
        as Ricaricar, Choice and Car-2-Car (see Section 6.4.9 "Innovation"). Finally, the Group also
        provides innovative tools adapted to the B2C segment, such as web-quoters, internet and
        mobile apps and the Telematics data collection system.

6.4.4   Distribution Channels

        The Group has developed a diversified customer base through varied distribution channels,
        both direct and indirect. The table below presents for each of the three years ended 31
        December 2016 the breakdown of total fleet by distribution channel.

                                       31 December 2016      31 December 2015       31 December 2014
        Direct sales channel                       982,910                871,437                832,898
        Indirect sales channel                     392,674                335,400                274,368
        Total                                    1,375,584              1,206,837              1,107,266

6.4.4.1 Direct Distribution Channels

        Direct channels enable access to predominantly large corporate accounts (72% of contracts or
        982,910 contracts) as at 31 December 2016, accounting for 43% of the Group's annual fleet
        growth (growth excluding Parcours acquisition). Of these contracts, 44% are with Key
        International Accounts and 54 % are with Other Corporate Accounts.




                                                 - 86 -
       Direct sales are made in person through the Group's internal sales teams based in individual
       countries with support from ALD's central team which is responsible for managing
       relationships with Key International Account. In particular, Key International Accounts are
       managed centrally through dedicated staff that coordinate activity between clients and the
       various countries concerned.

6.4.4.2 Indirect Distribution Channels

       The Group's main indirect distribution channels are through partnerships with car
       manufacturers and banking networks. Car manufacturers and banking networks represent, as
       of 31 December 2016, 28% of the total Group fleet under contract (393,000 vehicles),
       compared to 17% in 2013. Of the total fleet growth between 2015 and 2016, 34% (56,274)
       vehicles) has been sourced through indirect sales channels (57% of total fleet growth has been
       sourced through indirect sales channels over the last five years).

       Partnership contracts entered into by the Group can either be sourced using the partner's brand
       or using the Group brand. They can be funded by the Group, by the partner or by both.
       Finally, the partnership contracts are either based on fee remuneration or on a joint venture
       basis, which allows for sharing risks and rewards with partners.

              Car manufacturer partnerships

               The Group has an international White Label cooperation network with 10 car
               manufacturers representing 23 different brands in total across 23 countries.

               The Group's fleet through car manufacturer partnerships has increased by 22% in
               2016 compared to 2015, representing 20% of the Group's total fleet and which
               accounted for 50% of annual fleet growth. There are currently 280 thousand contracts
               operating under the car manufacturer partnership distribution networks and more than
               90 operational car manufacturer partners (including funded fleet and Fleet
               Management). No agreement is greater than 4% of the Group's total fleet and no
               partnership agreements with a single brand across countries are greater than 8% of the
               Group's total fleet. The Group is a privileged partner for many of the major car
               manufacturers and is a global leader and pioneer in this segment.

               Through White Labelling, dealers for the below manufacturers can offer a full service
               lease or fleet management product to their clients which are offered under their brand
               with the delivery provided by the Group. The Group and its subsidiaries enter into
               marketing agreements with car manufacturers which are master agreements
               governing the relationships between the Group, dealers and customers. Car
               manufacturers take on the sales and marketing of the full service leasing and/or fleet
               management products and grant the Group a license to use their brand while the
               Group undertakes to provide these products under that brand. Most of these
               agreements provide that, while the Group is the legal contracting party with the client,
               pursuant to the White Labelling mechanism, the products have to be marketed and
               delivered to customers in such a way that the customer always regards himself as a
               customer of the car manufacturer. The car manufacturer and its dealers generally act
               as intermediaries for the purpose of the procurement of the full service leasing and
               fleet management services, with the Group paying a commission to the car




                                               - 87 -
    manufacturer for its brokerage services as well as purchasing the car from the dealer.
    These car manufacturer partnerships are generally concluded for a term of 3 years.

    These partnerships are generally mutually advantageous as the car manufacturers do
    not have to invest in fleet management systems while the Group benefits from the car
    manufacturers’ dealers distribution channels, notably to address fleets of 1-10
    vehicles. Car manufacturers partnerships have contributed 40% of the total fleet
    growth over the last 5 years.

    The following chart sets out the Group's fleet through partnerships with major car
    manufacturers since 2011 (in thousands).

     300                                                                      280

     250                                                          229
               CAGR 11-16: 23.6%
     200                                             188


     150                                126
                            112
                97
     100

      50

        0
               2011        2012         2013         2014        2015         2016


    Note: Car manufacturer partnerships – Fleet (in '000)

   Bank partnerships

    As at 31 December 2016, the Group has signed bank partnerships in 16 different
    countries with 23 different partners.

    At the end of 2016, the Group had 113 thousand active contracts in its fleet sourced
    through banking partnerships. The Group's active fleet through bank partnerships has
    increased by 3.1% in 2016 compared to 2015, representing 8.2% of the Group's total
    active fleet, and accounted for 7% of total annual fleet growth (excluding the
    Parcours acquisition). In 2016, 73% of banking partnerships were for fleet funded by
    the Group, with the remaining 27% for Fleet Management.

    The following chart sets out the Group's fleet through partnerships with major banks
    since 2011 (in thousands).




                                   - 88 -
 120                                                               106           113
          CAGR 11-16: 30.5%
 100                                                  86
   80

   60                                     46
                          36
   40        30
   20

    0
           2011          2012            2013        2014         2015          2016


Note: Bank partnerships – Fleet (in '000)

In addition to Société Générale, the Group counts 23 major banks as its partners in
White Labelling in 16 countries. As at 31 December 2016, Société Générale
represents 43% of the Group's banking partnership contracts, including KB, BRD,
and Credit du Nord. Nordea represents 22%, three other banks represent 31% and the
remaining 17 banks represent 4%. Through White Labelling, banking partners can
offer a full service lease or fleet management product to their clients which are
offered under their brand with the delivery provided by the Group. Under these
partnerships, the bank offers the full service lease or fleet management products to
their clients and then introduces interested clients to the Group. The bank is generally
only responsible for establishing contact between the Group and potential clients. In
doing so, the banks acts as an intermediary, and does not enter into a contract with the
client. The Group has the right to refuse clients presented to it by the bank and if it
accepts the client, the Group assumes the commercial and legal relationship. In
exchange for this service, the Group pays a commission to the bank based on the
revenue this service generates for the Group. These bank partnerships generally have
durations ranging from 1 year to 3 years, with automatic renewal.

One successful example of the Group's partnerships is its joint venture in the Nordic
region since 2006 with Nordea, a Swedish banking group, which represents a fleet of
approximately 24,200 vehicles as at 31 December 2016. This joint venture is
arranged in terms of the Group's and Nordea's respective fleet shareholding on an
80:20 basis in Denmark, Finland, Sweden and Norway, and on a 75:25 basis in
Estonia, Latvia and Lithuania. Under the joint venture agreement, credit assessment
and risk lie with the Group, the branding is Nordea's and the business introduced by
Nordea to the joint venture is remunerated by the joint venture in the form of a
commission. Under this model, the Group performs all of the back office functions,
including finance, accounting, remarketing, insurance, claims handling and HR, for
which it charges an administration fee to the joint venture.

The Group is continuously looking for new profitable partnerships with banks.
Recently, on 6 April 2017, the Group announced its partnership with Credit du Nord,
to make available to the bank’s clients a new long-term vehicle leasing offering.




                                - 89 -
                Banks partnerships have contributed 18% of the total fleet growth over the last 5
                years.

               Other partnerships

        In addition to the partnerships with bank and car manufacturers, the Group’s first retail store
        partnership opened in 2016 with an objective to further develop the indirect sale concept. The
        Group is developing new partnerships with municipalities, utilities, telecom operators and
        others including a new electric car-sharing and long-term rental partnership with Enel in Italy,
        announced in May 2017.

6.4.5   Regions

        The Group's wide geographical coverage makes it one of the largest players in the full
        operational leasing and fleet management industry in Europe and in the world. Management
        believes that the Group's broad geographical footprint generates significant benefits of scale
        in the industry and reinforces the Group's competitive position. Today, the Group has the
        broadest global coverage on the car leasing market in terms of number of countries where it is
        present, with a direct presence in 41 countries over 4 continents. Moreover, the Group has
        formed strategic alliances in 13 countries, including with Wheels. Inc. in North America,
        Fleet Partners in Australia and New Zealand, ABSA in South Africa and Johnson & Perrot in
        Ireland.

        The following tables show a breakdown of product offerings by number of vehicles and
        geographies of customer for the years ending 31 December 2016 and 2015:

                                                                As at 31 December 2016


                                                 Full Service           Fleet
                                                  Leasing            Management             Total

        Western Europe                                    797,109           302,922           1,100,031
        Central and Eastern Europe                        119,130             6,663             125,793
        Northern Europe                                    67,956             8,726              76,682
        South America, Africa and Asia                     61,767            11,311              73,078
        Total Fleet                                      1,045,962          329,621           1,375,584

        %                                                  76.0%             24.0%                  100%


                                                                As at 31 December 2015


                                                 Full Service           Fleet
                                                  Leasing            Management             Total

        Western Europe                                    663,299           284,256             947,555
        Central and Eastern Europe                        108,630             7,179             115,809
        Northern Europe                                    65,580             9,591              75,171
        South America, Africa and Asia                     57,036            11,266              68,302




                                                - 90 -
                                                                 As at 31 December 2016


                                                  Full Service           Fleet
                                                   Leasing            Management           Total


         Total Fleet                                      894,545            312,292         1,206,837

         %                                                 74.1%              25.9%                100%



6.4.5.1 Western Europe

         As at 31 December 2016, Western Europe represented 1,100,030 vehicles comprising 80% of
         the Group's total fleet. The Group's Western Europe fleet grew by 16.1% in 2016. The
         Group's Western Europe operations are located in France, Italy, UK, Germany, Spain,
         Belgium, Netherlands, Portugal and Luxembourg.

                  France

                   As at 31 December 2016, France represented 459,166 vehicles, comprising 33% of
                   the Group's total fleet size. ALD France is based in Clichy and has extensive
                   coverage across the country with seven regional agencies and sixteen sales offices.
                   The company is the largest vehicle management company in France with a market
                   share of 28% as at 31 December 2016 (Source: Syndicat National des Loueurs de
                   Voitures en Longue Durée "SNLVLD"). As at 31 December 2016, Full Service
                   Leasing accounted for 278,286 vehicles and Fleet Management accounted for
                   180,880 vehicles, as compared to 204,902 and 158,703, respectively, as at 31
                   December 2015. ALD France has increased its sales and operations coverage
                   regionally in France, notably through the acquisition of Parcours, which has a more
                   regional footprint with SME customers.

                   For the year ending 31 December 2016, Gross operating income in France was
                   €248.1 million, as compared to €202.5 million for the year ending 31 December
                   2015.

                  Italy

                   As at 31 December 2016, Italy represented 145,523 vehicles, comprising 11% of the
                   Group's total fleet size. ALD Italy has its headquarters in Rome and is the third
                   largest car leasing company in Italy with a market share of 19%14 as at 31 December
                   2016 (Source: Company estimate). As at 31 December 2016, Full Service Leasing
                   accounted for 138,441 vehicles and Fleet Management accounted for 7,082 vehicles,
                   as compared to 119,924 and 5,559, respectively, as at 31 December 2015.

                   For the year ending 31 December 2016, Gross operating income in Italy was €169.6
                   million, as compared to €143.3 million for the year ending 31 December 2015.


14
     In terms of new registrations.




                                                 - 91 -
              United Kingdom

               As at 31 December 2016, the UK represented 132,516 vehicles, comprising close to
               10% of the Group's total fleet size. ALD UK has its headquarters in Bristol and also
               has offices in Northampton and Milton Keynes. It is the fifth largest car lease
               company in the UK with a market share of approximately 8% as at 31 December
               2016 (Source: Fleet News 2016). As at 31 December 2016, Full Service Leasing
               accounted for 125,634 vehicles and Fleet Management accounted for 6,882 vehicles,
               as compared to 113,822 and 9,183, respectively, as at 31 December 2015.

               For the year ending 31 December 2016, Gross operating income in the UK was
               €103.8 million, as compared to €117.5 million for the year ending 31 December
               2015.

              Rest of Western Europe

               As at 31 December 2016, the rest of Western Europe represented 362,825 vehicles,
               comprising close to 26% of the Group's total fleet size. The Group's operations in the
               rest of Western Europe are located in Germany, Spain, Belgium, Netherlands,
               Portugal and Luxembourg. The Group's fleet in these countries grew by 8.2% in
               2016. As at 31 December 2016, Full Service Leasing accounted for 254,748 vehicles
               and Fleet Management accounted for 108,077 vehicles, as compared to 224,651 and
               110,811, respectively, as at 31 December 2015.

               For the year ending 31 December 2016, Gross operating income in the rest of
               Western Europe was €392 million, as compared to €379.4 million for the year ending
               31 December 2015.

6.4.5.2 Northern Europe

       As at 31 December 2016, Northern Europe represented 76,682 vehicles, comprising 6% of the
       Group's total fleet. The Group's Northern Europe operations are located in Denmark, Finland,
       Norway and Sweden. The Group's fleet in Northern Europe grew by 2% in 2016. As at 31
       December 2016, Full Service Leasing accounted for 67,956 vehicles and Fleet Management
       accounted for 8,726 vehicles, as compared to 65,580 and 9,591, respectively, as at 31
       December 2015.

       For the year ending 31 December 2016, Gross operating income in Northern Europe was
       €150.4 million, as compared to €161.8 million for the year ending 31 December 2015.

6.4.5.3 Central and Eastern Europe

       As at 31 December 2016, Central and Eastern Europe represented 125,793 vehicles,
       comprising approximately 9% of the Group's total fleet. The Group's operations in this region
       are located in Austria, Belarus, Bulgaria, Croatia, Czech Republic, Estonia, Greece, Hungary,
       Kazakhstan, Latvia, Lithuania, Poland, Slovakia, Slovenia, Romania, Russia, Serbia,
       Switzerland, Turkey and Ukraine. The Group's fleet in Central and Eastern Europe grew by
       8.6% in 2016. As at 31 December 2016, Full Service Leasing accounted for 119,130 vehicles




                                              - 92 -
           and Fleet Management accounted for 6,663 vehicles, as compared to 108,631 and 7,179,
           respectively, as at 31 December 2015.

                                              Fleet at Break
                  Entity       Break Even                            2016 Fleet                                   2010-2016
     Country                                    Even Year                                Current Market
                 Creation        Year15                                ('000)                                    Fleet CAGR
                                                  ('000)                                  Positioning(1)

                                                                                   Ranking       Market Share

 Russia            2004          Year 4            6.11                 17.0             1            43%          +10.7%

 Romania           2005          Year 4            5.1                  8.0              2            16%           +4.7%

 Serbia            2007          Year 4            1.8                  2.3              2            16%           +9.6%




           Note: Data as of 31/12
           (1) ALD market estimates as of 31/12/2015

           For the year ending 31 December 2016, Gross operating income in Central and Eastern
           Europe was €140.7 million, as compared to €135 million for the year ending 31 December
           2015.

6.4.5.4 South America, Africa and Asia

           South America, Africa and Asia represented 73,078 vehicles as at 31 December 2016,
           comprising 5% of the Group's total fleet. The Group's fleet in these regions grew by 7% in
           2016. The Group's South America, Africa and Asia operations are located in Algeria, Brazil,
           Chile, China, India, Mexico, Morocco and Peru. As at 31 December 2016, Full Service
           Leasing accounted for 61,767 vehicles and Fleet Management accounted for 11,311 vehicles,
           as compared to 57,035 and 11,266 respectively, as at 31 December 2015.

                                            Fleet at Break-
                 Entity     Break Even                                2016                                       2010-2016
     Country                                  Even Year                              Current Market
                Creation      Year16                               Fleet('000)                                  Fleet CAGR
                                                 ('000)                               Positioning(1)

                                                                                  Ranking      Market Share

 India           2005          Year 5             6.2                 11.6           2              30%           +11.2%

 Brazil          2005          Year 5            10.0                 21.7           4              5%            +13.7%

 Algeria         2007          Year 2             0.9                 3.6            1              35%           +16.9%

 Mexico          2007          Year 5             8.8                 22.6           1              10%           +35.4%

           For the year ending 31 December 2016, Gross operating income in South America, Africa
           and Asia was €40.0 million, as compared to €33 million for the year ending 31 December
           2015.


15
     In terms of net income.
16
     In terms of net income.




                                                          - 93 -
6.4.6   Fleet

6.4.6.1 New registrations

        The following table shows the Group's new registrations for the three years ending 31
        December 2016.

                                                 2016                   2015                     2014


        Western Europe                               289,055                 228,077                202,759
        Northern Europe                                 16,839                 26,057                   19,603
        Central and Eastern Europe                      39,497                 32,089                   31,990
        South America, Africa and
        Asia                                            18,359                 18,612                   17,397
        Total                                        363,750                 304,835                271,749



6.4.6.2 Geographical breakdown

        The Group and its international alliances managed approximately 1.376 million vehicles in 41
        countries as at 31 December 2016.

        The following table sets out the geographic distribution of the Group's total fleet as at each of
        the dates indicated, excluding partners. Geographic distribution is based on the location of the
        the Group legal entity to which the assets are assigned:

                                                                          As at 31 December
                                                                 2016              2015             2014
                                                                                 (vehicles)
        Western Europe                                           1,100,031          947, 555            880,480
        Central and Eastern Europe                                125,793           115,810              96,615
        Northern Europe                                            76,682               75,171           70.206
        South America, Africa and Asia                             73,078               68,301           59,965

        Total Fleet                                              1,375,584        1,206,837        1,107,266


6.4.6.3 Car Manufacturer Providers

        The Group's fleet portfolio comprises a variety of vehicle brands, which establishes the Group
        as a manufacturer-independent fleet and vehicle management company.

        As of 31 December 2016, the Group's portfolio included the brands of all major car
        manufacturer groups operating in the geographies of our businesses. By number of cars, Ford,
        Renault and Volkswagen made up the largest share of the Group's on balance sheet vehicle
        portfolio as at 31 December 2016, with 149,943 vehicles (2015: 136,025 vehicles), 131,302
        vehicles (2015: 112,196 vehicles) and 105,592 vehicles (2015: 99,354 vehicles), respectively.




                                                 - 94 -
        The following table sets forth the distribution of vehicles in the fleet under management by
        vehicle brand as at 31 December 2016.

                                                                    Distribution of owned vehicles in
                                                                     the fleet under management by
         Vehicle Brand                                                 vehicle brand at 31/12/16 (%)
         Ford                                                                                   15%
         Renault                                                                                13%
         Volkswagen                                                                             11%
         Peugeot                                                                                  8%
         Opel-Vauxhall                                                                            7%
         Citroen                                                                                  7%
         BMW                                                                                      5%
         Audi                                                                                     4%
         Fiat                                                                                     4%
         Mercedes Benz                                                                            3%
         Skoda                                                                                    3%
         Volvo                                                                                    3%
         Nissan                                                                                   2%
         KIA                                                                                      2%
         Hyundai                                                                                  2%
         Toyota                                                                                   2%
         Chevrolet                                                                                1%
         Others                                                                                   8%


        The vast majority of the Group's vehicles are purchased from manufacturer authorised
        dealers. However, the Group works with manufacturers to negotiate volume related bonuses
        based on vehicles purchased over defined periods with bonuses applicable to various purchase
        thresholds.

        The Group’s fleet typically comprises popular and well maintained light vehicles, which
        facilitates the disposal process at the end of the lease contracts at attractive prices

6.4.7   Global Alliances

        In addition to a strong direct presence in 41 countries, the Group also provides its clients with
        access to 13 countries through long-standing alliances, including with Wheels in the US,
        Puerto Rico and Canada (started in 2009), Fleet Partners in Australia and New-Zealand
        (started in 2017), ABSA in South Africa (started in 2016), Arrend Leasing in Guatemala,
        Nicaragua, Honduras, Salvador and Costa Rica (started in 2016), AutoCorp in Argentina
        (started in 2016) and Johnson & Perrot in Ireland (started in 2003). These alliances allow the
        Group and its partners to jointly develop international cross-border business opportunities and
        providing full service leasing, fleet management and other related services to clients in
        multiple countries. These partnerships offer global account management, consolidated global
        reporting and dedicated consulting support, which allow the Group to provide harmonised
        fleet service and reporting to meet the needs of its international customers.




                                                 - 95 -
        In particular, under these global alliances, the Group and the partner undertake to refer to each
        other requests from international clients 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 tender and the management of customer accounts. Each
        party is, however, responsible for making its own credit assessment of its potential clients and
        for defining its service levels locally. Each party is also entitled to retain all the revenues
        generated from the provision of services. Finally, these global alliances have durations
        ranging from a 3 year term to an unlimited duration cancellable by each party without cause
        with six month notice.

        The Wheels global alliance provides for a 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 geographic focus, to submit joint answers to international
        clients requiring the provision of services in the area of geographic focus by both parties and
        to jointly develop and offer to international clients certain combined services. The Wheels
        global alliance also has an established system of governance for the collaboration. It provides
        for standardised service levels and the carrying out of joint projects with a budget and sharing
        of costs and expenses. Finally, it regulates the use by the partners of their respective brands
        (notably through co-branding).

6.4.8   Other 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 vehicle manufacturers, the Group also
        has strong relationships with dealers, oil companies, garages, tyre dealers, short term rental
        companies (which provide pre-delivery vehicles), 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
        networks for car delivery, maintenance and repair and specialised networks for short term
        rental, tyres, body repairs, spare parts and glasses.

        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 of other mainly 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 that which
        they negotiate locally. Local procurement departments are in charge of the selection of the
        suppliers, based on quality, cost and efficiency and look to improve as much as possible the
        total cost of ownership for fleet managers and services for drivers with innovative solutions.
        On top of local agreements, the Group subsidiaries benefit from international suppliers'
        agreements negotiated by the central procurement team. On an annual basis, the Group
        acquires approximately 364,000 cars (314,000 in 2015), 1,250,000 tyres, 5,300,000 days of




                                                 - 96 -
        external short term rental, and 700 million litres of fuel. In 2016, the Group spent €6.7 billion
        on cars and €1.1 billion on services.

6.4.9   Innovation

        The mobility environment is evolving rapidly with the emergence of new players, new
        solutions and breakthrough technologies. Recent trends are towards "use and rent" instead of
        ownership, and the driver becoming the decision maker, replacing the historical car owner.
        The Group foresees a twofold future model of global mobility with (a) the car becoming the
        nexus point of the global mobility ecosystem and (b) the disappearance of the frontier
        between corporate and retail customers. The Group anticipates this evolution occurring in two
        principal steps in the next decades: the 2020s is expected to see electric and intelligent cars
        become the norm in the mobility environment and the 2030s is expected to be the decade of
        the autonomous car with the development of a multi-player ecosystem and the convergence
        between corporate and retail needs.

        In light of these trends, both short and long-term, the Group is positioning itself to be at the
        centre of the development of new mobility solutions. The Group's focus is on flexibility in its
        product offering, in order to meet all the mobility requirements of the customer.

        Adapting to the digital era

        A unique global platform

        The Group has developed web, smartphone and tablet accessible tools, including a dedicated
        tool for retail clients with the development of a single platform for car leasing, selling, renting
        and sharing. MyALD is a digital ecosystem built in France and it had over 240,000 registered
        users (drivers and fleet managers) as at 31 March 2017 (compared to approximately 5,500 as
        at 30 June 2016). It has already been deployed in 28 countries (Source : ALD), with
        additional online services underway, and the Group's aim is to turn it into a Driver & Fleet
        manager portal available in each country where it is present in both web and mobile versions.
        The objective is to provide one central point of connection to the Group's drivers and Fleet
        managers to access Fleet data information, contract data and other data such as telematics
        information as well as online services.

        Telematics and connected car

        Telematics comprises the installation of devices in vehicles that provide data on vehicle trips,
        driver behaviour and risk factors, allowing fleet managers to monitor these risks. By
        addressing drivers in high risk categories, Telematics allows the Group and its customers to
        manage risks and lower fuel costs. Other information that can be obtained through Telematics
        includes details such as business mileage for expense reporting and fuel and CO2
        consumption.

        Telematics can help enhance the customer experience and contributes to the development of
        products such as insurance and car sharing.




                                                  - 97 -
Remarketing v2.0 / Web-based used car sales platform

In 2016, 52% of the Group's used car sales occurred via online sales on aldcarmarket.com
with 125,000 car sold in 32 countries (compared to 26% in 2011 with 46,000 car sold in 17
countries) and with an aim of over 70% as early as 2018. This platform allows trade buyers to
easily access data for purchasing decisions by providing exhaustive details including
appraisals, service history and pictures. The Group offers three types of sale: (a) auction, for
which the bid is placed manually or automatically online and the highest bid purchases the
vehicle, (b) tender, where buyers make closed bids and the Group selects the best offer and
awards the vehicle, and (c) fixed price, for which all buyers are able to click on a vehicle and
purchase it instantly. As the Group generally provides maintenance services for its vehicles, it
is able to provide detailed appraisal reports so as to simplify its trade buyers' experience and
provide more comfort about the vehicle history.

As a result of the online sales process, the average number of days in stock for the Group's
used vehicles decreased from approximately 54 days in 2009 to 30 days in 2016.

The Group is in the process of upgrading its current sales platform to an e-commerce
platform. This new platform is expected to offer customers fast purchase and delivery,
provide full transparency on the car history from day one, a two weeks money back warranty
and an immediate comparison with recommended market price, together with tailored
services. The Group is also in the process of extending its remarketing platforms to retail.

Qigo

The Group has recently developed Qigo, a new online platform and digital brand which
addresses the B2C leasing and resale market. A pilot program has been launched in Denmark
and the Group aims at a global deployment.

Innovative products

The Group has developed a wide range of innovative products and aims to offer its customers
cutting-edge new mobility mediums and flexibility.

       Green solutions

        The Group aims to be the leader in eco-friendly fleets and mobility solutions. The
        Group already offers its customers around the world who want to reduce their CO2
        and fine particle footprint the possibility to choose hybrid and electric cars. In
        addition, "ALD ecodrive" is a mobile app offered by the Group that helps users
        optimise their driving in an eco-friendly and engaging manner.

        The Group expects the share of diesel cars to decrease in coming years as ALD and
        its clients are pushing for an increasing number of hybrid and electric cars in their
        fleet mix. As at 31 December 2016, the Company's alternative fleet on-balance sheet
        consisted of over 21,000 electric or hybrid vehicles and the Group believes it will
        continue to evolve with the global market as demand and technology further
        develop. The risk on the re-sale of diesel cars is progressively embedded in the




                                        - 98 -
                  pricing of contracts. However, currently the outlook remains positive on secondary
                  market prices for diesel cars, due to shortage of vehicles.

                 Flexibility solutions

                  Car sharing – the Group has developed corporate car sharing solutions referred to as
                  "ALD Sharing". ALD Sharing allows employees to choose and book, on their
                  company's car sharing website, a vehicle amongst their firm's fleet of vehicles, 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. Furthermore, car sharing
                  allows its business customers to improve their ecological footprint. In addition, on 6
                  April 2017, the Group announced a pilot partnership with BlaBlaCar, the world's
                  largest long-distance carpooling community. The Group expects a compound annual
                  growth rate for European car sharing of 12% over the 10 year period ending in 2025
                  (Source: Frost&Sullivan)17.

                  Rechargeable lease – Ricaricar is an innovative mobility solution aimed at providing
                  the Group's customers more flexibility. Customers receive a vehicle (car, motorbike
                  or microcar), with tax, insurance and assistance included, on which they do not need
                  to make advance payment but where they have a preset kilometres limit for each
                  month (typically 300 or 500 kilometres). The contract then works like a typical
                  contract for a mobile phone. If the customer exceeds the monthly allowance he can go
                  on line to purchase a top up card for additional kilometres. The mileage available
                  under the customer's contract starts automatically on the first day of each month via
                  the GPS device on board. Customers can check the mileage covered on myALD, their
                  mileage is detected by a GPS system connected to the platform and they receive alerts
                  when they are about to reach their mileage threshold. Customers may then purchase a
                  recharge or be charged extra for every extra mile covered. Ricaricar provides a low
                  cost base product that can be suitable for meeting requirements of retail consumers.

                  ALD Free – ALD Free is a new online platform which allows employers to provide
                  their employee with a flexible mobility budget. Employers may create online groups
                  of employees on their myALD platform and allocate each group an individual budget.
                  Employers can choose to set the preconditions themselves, for example to promote
                  sustainability in their organisation. Employees may then construct their own mobility
                  packages and, within their own budgets, construct different combinations. A wide
                  variety of combinations is possible with ALD Free: from an electric car in
                  combination with public transport to a family car with an e-bike or a parking card.
                  Employers then approve the packages put together before the various components are
                  ordered. Finally, employers receive reports on their employees' use and a single
                  invoice.

                  ALD Choice – ALD choice is a proactive fleet solution which allows clients to benefit
                  from fixed costs. The Group provides vehicle offer based on supply/stock and
                  availability as opposed to a fixed list offer.



17
     In terms of number of vehicles




                                                  - 99 -
              ALD Switch – ALD switch provides ability to tailor vehicle requirements for need
              (e.g. switching to a different car while going on vacation).

              7 wheels – 7 wheels offers a mobility solution combining a regular car with a three-
              wheeled scooter enabling drivers to choose the fastest form of transport.

6.5   INFORMATION TECHNOLOGY

      IT systems and telecommunications are vital parts of the Group’s management of its network
      of points of sale and customer reservations via multiple distribution channels. The Group’s
      central IT department, which is ISO 9001 Quality certified, largely focuses on the Group
      lease operating system used by most of its subsidiaries and on other important areas such as
      the myALD platform. The Group's largest subsidiaries have their own IT departments and
      generally their own platforms which they manage locally with support from external suppliers
      as required. The Group's Central IT department approves IT budgets for its subsidiaries, while
      the local IT teams work under the local management structure. However, IT systems for the
      smaller subsidiaries are largely supported by the Group's central IT department. Local IT
      solutions, especially those around innovation, are developed by the Group's subsidiaries (e.g.
      Ricaricar in Italy and Telematics in the UK) with central resources allocated as required for
      deployment in other countries.

      The Group's central back-office system is the central piece of the Group IT system covering
      most of the subsidiaries without their own IT departments. This internally developed software
      covers all back-office activity and processes for the Group's three business pillars. This
      application covers the full cycle of the contract and the assets as well as the full range of the
      administration of the car related services.

      The Group continuously invests in improving its IT system in order to further enhance its
      ability to offer innovative and cost-effective services. All IT projects are centrally and
      regularly evaluated against business needs. Technical projects, which are aimed at
      establishing and ensuring the continuity of services, are given special attention. Application
      projects, which are aimed at maintaining and enhancing system operating capabilities, are
      assessed against the expected added value to the business, including, in particular, growth of
      revenues, reduction of costs and mitigation of legal risks.

      The Paris Committee is in charge of checking compliance with global Group strategy, ALD
      IT Strategy, the Group PRISM methodology and throughout 6 strategic pillars (PMO,
      Architecture, Infrastructure, Security, Data and functional Processes). The Group has
      established security principles aimed at reducing the risk of external fraud and disruption of
      services provided over the Internet, while preserving the customer experience. The Group's
      security policy is defined in accordance with the security framework defined by the Société
      Générale group and its International Banking and Financial Services Information security
      policy. Each Group entity must incorporate its own specific needs and context
      (organisational, cultural, legislative, regulatory, contractual and technologies). All
      information security policies at entity levels must be validated according to the specific Group
      policy. Each entity has to nominate a local security correspondent, responsible for the entity
      security. This correspondent has to apply the Group global procedures and to establish/update
      security local policies in order to apply relevant Société Générale directives (taking into
      account the Group business specificities).




                                              - 100 -
        As of 31 December 2016, the Group’s central IT department employed 92 full-time
        employees to cover all of the Group’s central services. An additional 277 full-time employees
        work in the IT departments of the operating subsidiaries to provide local services. The
        Group’s teams working on IT systems and telecommunications represented 6% of the
        Group’s employees. The Group’s central IT department also relies on approximately 150
        external individuals who provide continuous support and specific skills to the internal teams.

        The Group's Web application environment is based on three key home-made web
        applications: ALDNet, myALD and its Remarketing Website. Several modules and
        innovations are being analyzed in order to build on the Group’s operating excellence:
        applications are being improved, such as myALD's adaptation to B2C utilisation, or extended
        to new countries and developed on other platforms, in particular the Group aims to make
        myALD available on its web and mobile version in each country where it is present. These
        new modules and innovations also aim to promote data-based decisions (Big Data), allow
        products and prices adaptation in real time (Dynamic Pricing) and, more generally, accelerate
        digital development and strengthen the customer relationship management strategy (Cloud
        CRM). The Group invested €101 million in its IT system in 2016, €90 million in 2015 and
        €76 million in 2014.

6.6     RELATIONSHIP WITH SOCIÉTÉ GÉNÉRALE

        The Group is part of the International Banking and Financial Services division of Société
        Générale, which is one of the three pillars of the Société Générale group alongside Global
        Banking and Investors Solution and French Retail Banking Networks.

        In this context, the Group has developed a significant relationship with Société Générale in
        various areas.

        Following the contemplated listing of the Company on Euronext Paris, the Group will
        continue to rely on a substantial number of services from the Société Générale group that are
        required to conduct its business operations and Société Générale has committed to continue
        these services.

6.6.1   Operational relationship

        Société Générale uses its retail bank network to sell leasing contracts for the Group in France
        and abroad. Approximately 40,000 orders were generated through this network in 2016. To
        this end, the Group's subsidiaries have entered into local contracts with Société Générale,
        under which Société Générale undertakes to put the applicable Group subsidiary in contact
        with potential clients. The local subsidiary pays Société Générale an arm's length
        commission, which is a percentage of the purchase price of the vehicles leased by the client,
        for each vehicle leased using this network. These contracts are typically concluded for an
        initial term of one year and automatically renewed from year to year with each party having
        the right to cancel the contract quarterly with one month's notice. These contracts are
        expected by the Group to continue after the contemplated listing of shares of ALD on
        Euronext Paris.

        Société Générale is also a client of the Group and currently leases approximately 7,200 of the
        Group's vehicles. Société Générale and the Group have entered into a master agreement




                                               - 101 -
        setting out the terms of the leasing contract offered to Société Générale's subsidiaries. This
        master agreement is of unlimited duration and cancellable by each party with six month
        notice. All contracts with Société Générale entered into pursuant to this master agreement
        have been established at arm's length and pursuant to usual market conditions. This master
        agreement and the contracts entered into pursuant to the master agreement are expected by the
        Group to continue after the contemplated listing of the Company on Euronext Paris.

6.6.2   Funding

        As of 31 December 2016, Société Générale funded approximately 72% of the Group's debt
        financing (€9,297 million) on an arm's length basis. The remaining 28% of the funding was
        secured and unsecured funding obtained through local external banks or third parties. Société
        Générale also provides guarantees to external funding providers on behalf of the Group.

        Most of the funding provided by the Société Générale group is granted through Société
        Générale Bank and Trust ("Société Générale BT"), which is based in Luxembourg. Pursuant
        to a facility agreement (the "Treasury Facility Agreement") maturing on 15 June 2018,
        Société Générale BT funds the Group Central Treasury, which then grants loans in different
        currencies to the eighteen main Group subsidiaries, in addition to the Group holding
        companies. As at December 2016, the total amount of loans granted to the Group by Société
        Générale was €6,649 million for an average maturity of 2.4 years and an average interest rate
        of 0.68%. The Group also benefits from an intra-group funding agreement applicable to
        entities in the Société Générale Group. This agreement provides for the terms and conditions
        of the loans which can be granted by Société Générale or any of its subsidiaries to other
        entities in the group. The agreement is of unlimited duration and cancellable by each party
        with one month notice, with existing loans remaining subject to the agreement until
        repayment.

        The Group expects the Treasury Facility Agreement to be renewed before its maturity date.
        Société Générale has committed to continue to provide the majority of the Group's funding
        following the contemplated listing of the Company on Euronext Paris, as long as the
        Company requests it. The Group intends to maintain its issuance program in the capital
        markets in the future. In the event of liquidity stress on the market, Société Générale has
        committed in the near term to provide the Group with liquidity support in order to enable the
        Group to pursue its operations.

        Please see Section 9.1.2.6 "Source and Cost of Funding" and Section 10.4.2.1 "Indebtedness"
        of this Registration Document for further details.

6.6.3   Other services

        The Group also benefits from using Société Générale's existing corporate services. The Group
        and its local subsidiaries have entered into agreements with Société Générale for the provision
        of intra-group corporate services. These services are provided by various divisions of the
        Société Générale group and include the central administration departments of the Société
        Générale group as well as financial, legal, audit, credit risk management and compliance, tax,
        human resources, insurance and IT infrastructure services. In exchange for these services,
        Société Générale charges ALD an intra-group corporate services fee, which ALD then
        charges to the relevant subsidiary.




                                               - 102 -
      This intra-group corporate services fee is an arm's length fee allocated between the
      beneficiary subsidiaries according to a transfer pricing allocation key and amounting to the
      direct and indirect costs incurred in rendering the services plus an arm's length mark up.
      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 month notice. These
      tripartite agreements are expected by the Group to continue after the contemplated listing of
      shares of ALD on Euronext Paris.

      A specific master agreement has also been concluded in 2013 between ALD and Société
      Générale Global Solution Centre for the provision of IT services. This agreement is of
      unlimited duration and cancellable by each party with one month notice. It is complemented
      by agreements entered into locally between Société Générale and the Group's subsidiaries.
      These IT agreements are expected by the Group to continue after the contemplated admission
      to trading of shares of the Group on Euronext Paris.

      In addition, certain members of the Group’s management team are employees of Société
      Générale that have not been seconded to the Group. See Chapter 15 "Remuneration and
      benefits" for additional information on these employment agreements.

      The Group's relationship with Société Générale has other administrative aspects which are
      also expected to continue after the contemplated listing of the shares of the Company on
      Euronext Paris. The Group shares premises with Société Générale's business divisions in
      France, Germany, Ireland, India and Romania.

      The Group is also currently part of the tax integration (intégration fiscale) perimeter of the
      Société Générale group. Following the contemplated listing of the Company’s shares on
      Euronext Paris, the Group's French subsidiaries will no longer be a members of Société
      Générale 's French tax group. As a consequence, from the beginning of the tax year of the
      contemplated listing, each French subsidiary of ALD that was previously a member of the
      Société Générale French tax group will be responsible to complete its own tax return on a
      stand-alone basis, until a new tax group headed by ALD is formed. The Group does not
      expect any of these effects to have a significant impact on its financial results.

      The Group also licenses certain trademarks and other intellectual property rights from Société
      Générale (see Section 11.2 "Intellectual property, licenses, usage rights and other intangible
      assets").

6.7   REGULATORY ENVIRONMENT

      While ALD is not a regulated entity, its business activities in Europe are subject to various
      regulatory requirements under European and applicable national laws of the countries in
      which it operates.

      Within the EU regulations apply directly in all EU member states. As a result, the Group's
      business is subject to these rules in all EU member states. In contrast, EU directives, while
      binding EU member states as to the result to be achieved, need to be implemented into
      national law. Hence, regarding those standards contained in EU directives that are applicable
      to the Group's business, national implementing rules can differ slightly from one EU member
      state to another. To the extent governed by EU regulations or national laws that are based on




                                             - 103 -
        EU directives, the regulatory environment in most other EU member states and the member
        states of the EEA is similar.

        The regulatory requirements applicable to the Group's business activities are subject to
        change, as they are continuously modified at the national, European and international level. If
        the Group fails to comply with any of these laws and regulations, it may be subject to civil
        liability, administrative orders, fines, or even criminal sanctions.

        The following provides a brief overview of selected regulations that are applicable to the
        Group's business operations.

6.7.1   Data Protection and Network Security Requirements

        In the course of its business, the Group collects and processes personal data from its
        employees, customers and prospects. Therefore, the Group must meet various data protection
        requirements. The collection and processing of personal data is extensively regulated by both
        European and national legislation. At the EU level, data protection and privacy are primarily
        governed to date by the 95/46 EC data protection directive (the "Data Protection Directive")
        which was implemented into French law and, with respect to electronic communications, by
        the 2002/58/EC directive as modified (the "Directive on Privacy and Electronic
        Communications"). In addition, various sector specific statutes set forth specific data
        protection and/or privacy rules which apply to certain industries or businesses.

        The legal framework regarding data protection requires that several principles be observed.
        Thus, under French data protection law (law n°78-17 dated 6 January 1978 as modified), any
        entity acting as data controller (i.e., which determines the means and purposes of the
        processing of personal data) shall in particular: (i) process personal data only for legitimate
        and lawful purposes; (ii) process personal data on the basis of a legal ground (e.g.,
        unambiguous consent of the data subject or legitimate interest pursued by the data controller
        or processing resulting from the performance of a contract, etc.); (iv) inform data subjects
        about the processing of their personal data; (v) file relevant processing with or obtain relevant
        authorizations from the French data protection authority (the "CNIL"); and (vi) process
        personal data for no longer than necessary regarding the purpose for which they are
        processed.

        In addition, Web analysis technologies such as cookies or tracking tools (e.g., Google
        Analytics) enable the operator of a website to personalize its offers and marketing to better
        match the customers' interests. Even though most web analysis tools anonymize or
        pseudonymize collected data and do not allow for a subsequent allocation of data to
        individual data subjects, the use of such tools is still subject to a particular legal framework.
        For example, the use of cookies is regulated by the Directive on Privacy and Electronic
        Communications, as amended, which provides for an opt-in regime pursuant to which the use
        of certain cookies requires in particular an informed consent of the website user.

        In addition, certain security requirements must be met to ensure that data are processed and
        stored safely. These measures may include, inter alia, physical security against unauthorized
        access and manipulation (e.g., secure storing), password identification, authorization systems,
        logging of subsequent changes of data, segregation of data which have been collected for
        different purposes, encryption, as well as protection, in particular against accidental loss,




                                                - 104 -
        destruction or unlawful access thereto. In addition, the management of data processing
        entities will have to ensure that appropriate compliance management measures cover the
        detection and control of IT-related risks when the General Data Protection Regulation (as
        defined below) becomes applicable.

        On 14 April 2016, the European Parliament adopted a regulation on the protection of
        individuals with regard to the processing of personal data and on the free movement of such
        data (the "General Data Protection Regulation"). Such General Data Protection Regulation
        will be applicable as of 25 May 2018 and repeal the Data Protection Directive. However, said
        General Data Protection Regulation reaffirms the data protection principles already specified
        in the Data Protection Directive. Nevertheless, the General Data Protection Regulation
        removes most requirements for filings with or approvals of data protection authorities. In
        addition, the General Data Protection Regulation also creates new obligations companies will
        have to comply with (e.g., accountability, data breach notification, privacy impact assessment,
        designation of a data protection officer in certain circumstances). Moreover, it substantially
        increases the extent of possible sanctions in case of non-compliance with the provisions
        thereof. Indeed, after the entry into force thereof, fines up to €20,000,000.00 or 4% of the
        annual worldwide group turnover could be imposed, whichever is higher. Through the
        General Data Protection Regulation, restrictions on the use of personal data for profiling
        purposes are also introduced. Profiling can be defined as any form of automated processing of
        personal data in order to evaluate certain personal aspects relating to a natural person, in
        particular to analyse or predict that natural person's economic situation, location, health,
        personal preferences, reliability or behaviour. In addition, the General Data Protection
        Regulation will introduce the obligation for data controllers to conduct data protection impact
        assessments where the contemplated data processing is likely to result in a high risk to the
        rights and freedoms of natural persons.

        Furthermore, the directive 2016/1148 concerning measures for a high common level of
        security of network and information systems across the Union (the “NIS Directive”) was
        adopted by the European Parliament on 6 July 2016. The Member States will have to
        transpose the provision thereof by 9 May 2018. As such, the NIS Directive will in particular
        introduce additional requirements with respect to risk management and security incident
        reporting for operators of essential services in certain sectors and certain digital service
        providers. The Member State must have identified the said operators of essential services
        having an establishment on their territory by 9 November 2018 so that it is not possible to
        ascertain to date whether the Group and/or any of its entities would qualify as such.

6.7.2   Consumer Protection Regulation

        Leasing operators who enter into leasing agreements with consumers must comply with
        various consumer protection laws. As the Group is planning on developing significantly its
        B2C activity, it is going to be increasingly subject to these consumer protection regulations.
        Throughout the EU, consumer protection is extensively regulated on the basis of a number of
        EU directives (e.g. Directive n°2005/29/EC "concerning unfair business-to-consumer
        commercial practices in the internal market", Directive 93/13/CEE "on unfair terms in
        consumer contracts" and Directive 2008/48/EC "on credit agreements for consumers"). These
        directives, and the national laws which implement or complement these directives, impose
        extensive duties and responsibilities on businesses dealing with consumers. Failure to comply




                                               - 105 -
        with these requirements may give rise to civil and/or criminal liability, administrative orders
        (including injunctive relief), administrative and/or criminal fines, imprisonment and may in
        some cases result in an extension of warranty periods, withdrawal rights, forfeiture of right to
        interest or in the invalidity of the affected customer clauses or contracts.

6.7.3   Product Safety Regulation

        The vehicle industry is subject to extensive product safety regulations. In particular,
        distributors who place products on the market in the EU have to ensure that the products are
        safe. This is also the general purpose of Directive 2001/95/EC of the European Parliament
        and of the Council of December 3, 2001 on general product safety (the "General Product
        Safety Directive"), as well as Directive 2007/46/EC of the European Parliament and of the
        Council of September 5, 2007 establishing a framework for the approval of motor vehicles
        and their trailers, and of systems, components and separate technical units intended for such
        vehicles (the "Framework Directive") and Decision No. 768/2008/EC of the European
        Parliament and of the Council of July 9, 2008 on a common framework for the marketing of
        products (the "Decision"). According to these legislations, producers must only put products
        on the market which comply with general safety requirements. In addition, they must provide
        consumers with the relevant information necessary in order to assess a product's inherent
        risks, particularly where such risks are not directly obvious and take precautions against such
        risks.

        Whereas the Framework Directive regulates the obligations of manufacturers, the General
        Product Safety Directive and the Decision also stipulate obligations that distributors, like the
        Group in its remarketing functions, must comply with. According to the General Product
        Safety Directive, distributors are obliged not to supply products which they know (or should
        have presumed) do not comply with general safety requirements, to participate in monitoring
        the safety of products placed on the market, amongst others by keeping and providing the
        documents necessary for tracing the origin of products. If producers or distributors know or
        ought to know that a product that they have placed on the market is dangerous, they must
        notify the competent authority and, if necessary, cooperate with them. In case of recalls, the
        distributors must also cooperate. Further obligations may be placed on distributors in the
        future, in particular, since a proposal for a new European products safety directive is currently
        being discussed.

        A violation of the requirements of European and/or national law may be sanctioned with a
        fine and, in severe cases, with a criminal sanction. Product violations may also result in civil
        proceedings.




                                                - 106 -
6.7.4   Solvency II Directive

        As a reinsurance undertaking, ALD Re is subject to the European Union Solvency II Directive
        2009/138/EC of the European Parliament and of the Council, as amended by Directive
        2014/51/UE of the European Parliament and of the Council dated 16 April 2014 (both
        together, the "Solvency II Directive"). The Solvency II Directive, divided into 3 pillars, aims
        to create a consistent risk based approach to calculating capital requirements for insurance and
        reinsurance undertakings (Pillar 1 focuses on quantifiable risks and related provisions and
        capital requirements). In addition, it seeks to embed rigorous governance and risk
        management frameworks, introduce a more thorough supervisory regime (Pillar 2 focuses on
        risk management and operational management of insurance and reinsurance undertakings)
        and establish a comprehensive reporting and disclosure system (Pillar 3 focuses on the
        requirements applying to public disclosure of information and supervisory reporting).
        Member states were required to implement the Solvency II by 31 March 2015, and the new
        regime has entered into force as from 1 January 2016. The Solvency II Directive has been
        supplemented by the delegated regulation (EU) 2015/35 adopted by the European
        Commission on 14 October 2014, as further amended by delegated regulation 2016/467
        adopted on 20 September 2015, which contains implementing rules for the Solvency II
        Directive.

   6.7.4.1 Capital requirements and look-through approach

        Under the Solvency II Directive, reinsurance undertakings are mandated to have adequate
        financial resources to meet their solvency needs under normal and severe stress scenarios. For
        that purpose, two capital requirements have been set: the Minimum Capital Requirement
        (“MCR”) and the Solvency Capital Requirement (“SCR”).

        The MCR equates to an absolute minimum level of capital that reinsurance undertakings are
        required to maintain. Its calculation is based on a "Value-at-Risk" ("VaR") measure. VaR is a
        measure commonly used in financial services to assess the risk associated with a portfolio of
        assets and liabilities. It aims to determine the worst expected loss under normal conditions
        over a specific time period at a specified confidence level. A reinsurance undertaking's MCR
        must equal to the VaR of its basic own funds subject to a confidence level of 85% over a one-
        year period and a monetary minimum floor starting at EUR 3.2 million (EUR 1 million in the
        case of a captive reinsurance undertaking). The MCR represents the threshold below which
        the supervisory license of the undertaking would be withdrawn if the position cannot be
        rectified within a short period.




                                                - 107 -
       The SCR is the level of capital that reinsurers are required to maintain for the purpose of
       absorbing significant and unexpected losses. The SCR is the VaR of the basic own funds of a
       reinsurance undertaking subject to a confidence level of 99.5 % over a one-year period. The
       SCR reflects the true risk profile of the risk carrier, taking account of all quantifiable risks the
       firm faces which are divided into various categories of risks modules: (i) non-life
       underwriting risk, (ii) life underwriting risk, (iii) health underwriting risk, (iv) market risk, (v)
       credit risk, and (vi) operational risk. The SCR calibration is applied to each risk module and
       sub-module and covers both asset and liability related risks insurers encounter. It represents
       as well the threshold below which the supervisory authorities would intervene. The
       computation of these the MCR and SCR can be done using a standard formula defined by the
       Solvency II Directive or an internal model designed by the undertaking subject to the
       approval of the supervisory authorities. ALD Re uses the standard formula, as it is appropriate
       for its size, scale and complexity.

       To the extent that a reinsurance portfolio includes collective investment undertakings or other
       investments packaged as funds, the risk carrier will be required to adopt a 'look-through'
       approach when calculating its SCR. This means that SCR is calculated on the basis of each of
       the underlying assets in a fund structure. Reinsurance undertakings are required to apply this
       look-through approach a sufficient number of times to capture all material risk. As such,
       where a risk carrier holds investments in funds of funds, each fund and sub-fund must be
       looked-through so the SCR is calculated on the ultimate underlying assets.

6.7.4.2 "Prudent person" principle

       All investments held by reinsurance undertakings should be managed in accordance with the
       ‘prudent person’ principle. The Solvency II Directive introduces greater flexibility and
       responsibility for reinsurance undertakings in the management of their investments so as to
       allow them to reconcile their business objectives of developing more efficient and effective
       investment portfolios with the prudence necessary for the insurance sector. Reinsurance
       undertakings are not required to invest in particular categories of assets. Under the prudent
       person principle:

              Undertakings shall only invest in assets and instruments whose risks they can
               properly identify, measure, monitor, manage, control and report, and appropriately
               take into account in assessing their overall solvency needs.

              All assets (particularly those covering the MCR and the SCR) are to be invested in a
               way that ensures the security, quality, liquidity and profitability of the portfolio as a
               whole.

              Assets held to cover technical provisions are to be invested in a manner appropriate to
               the nature and duration of the reinsurance liabilities.

              Assets are to be invested in the best interest of all policyholders and beneficiaries
               taking into account any disclosed policy objective.

              In the case of a conflict of interest, undertakings, or the entity managing the asset
               portfolio, shall ensure that investments are made in the best interest of the
               policyholders and beneficiaries.




                                                 - 108 -
6.7.4.3 Governance systems

       Under the Solvency II Directive, reinsurance undertakings must have appropriate systems of
       governance that provides for the sound and prudent management of their businesses and
       which should be subject to supervisory review. That system must at least include an adequate
       transparent organisational structure with a clear allocation and appropriate segregation of
       responsibilities and an effective system for ensuring the transmission of information. The
       system needs to be subject to regular internal review. In addition, pursuant to the "fit and
       proper" principle, reinsurance undertakings are required to ensure that the two persons who
       effectively run the undertaking or have other key functions (i.e. the risk management,
       compliance, internal audit and actuarial functions) at all times have adequate professional
       qualifications, knowledge and experience to enable sound and prudent management ("fit") and
       are of good repute and integrity ("proper").

       Reinsurance undertakings are required to implement an effective internal control system,
       internal audit function and actuarial function. Written policies have to be set up in relation to
       at least risk management, internal control, internal audit and, where relevant, outsourcing by
       reinsurance undertakings. Those written policies must be reviewed at least annually, subject
       to prior approval by the administrative, management or supervisory body and be adapted in
       view of any significant change in the system or area concerned. Reinsurance undertakings
       must also take reasonable steps to ensure continuity and regularity in the performance of the
       activities, including the development of contingency plans (to that end, they must employ
       appropriate and proportionate systems, resources and procedures).

6.7.4.4 Risk management systems

       Reinsurance undertakings must have in place effective risk-management systems, comprising
       strategies, processes and reporting procedures necessary to identify, measure, monitor,
       manage and report, on a continuous basis, all risks that the risk carrier is, or could be, exposed
       to and their interdependencies (covering both risks included in the SCR as well as the risks
       which are not or not fully included in the calculation thereof). The system must also be
       effective and well integrated into a firm's organisational structure and decision-making
       processes.

       As part of its risk-management system, reinsurance undertakings are required to conduct their
       own risk and solvency assessment. The internal assessment process of risks and solvency
       needs in a continuous and prospective way, specific to each company, is known as the Own
       Risk and Solvency Assessment (“ORSA”). ORSA is a quantitative and qualitative assessment.

       In order to facilitate the implementation of the Solvency II Directive, the European Insurance
       and Occupational Pensions Authority (“EIOPA”) issued a number of guidelines to help
       insurance and reinsurance undertakings in the transition to meet the new Solvency II
       requirements. In particular, EIOPA published in 2013 guidelines on forward looking
       assessment of own risks based on the ORSA principles. These Guidelines were to be
       implemented by the national competent authorities into their local regulation within the
       context of the Solvency II preparatory phase.




                                                - 109 -
6.7.4.5 Reporting to supervisors

       The Solvency II Directive sets out which information reinsurance undertakings must provide
       with their supervisors to facilitate supervision and defines high-level requirements as to when
       the information must be submitted, as well as certain qualitative principles that risks carriers
       must comply with. Broadly speaking, all information necessary for the purposes of the
       supervision must be provided to the relevant competent authorities at a certain fixed
       frequently, in particular the solvency and financial condition report ("SCFR"), the regular
       supervisory report ("RTS"), the ORSA, and the annual and quarterly quantitative templates
       ("QRTs") when the risk carrier is relying on a standard formula in determining the SCR. Note
       that a full RTS report is filed with the relevant supervising authorities every three years,
       subject to material annually update. SCFR is submitted to the relevant supervising authorities
       every year.

       The SFCR includes publicly disclosed information over, among other, business and
       performance, governance, risk management, regulatory balance sheet and capital
       management. After a “major development” significantly affecting information in SFCR and
       resulting in a non-compliance with the MCR or a significant non-compliance with the SCR
       which cannot be solved within a one-month delay regarding the MCR (two months as regards
       the SCR), risk carriers must publicly disclose appropriate information on its nature and
       effects. The RTS is a non-public report to the attention of the relevant supervising authorities
       which covers, in addition to the information included in the SFCR, business strategy,
       variance against underwriting plan, projections of future solvency needs, legal and regulatory
       issues and future risk exposure. The QRTs specify in greater detail and supplementing the
       information presented in the SCFR and the RTS.

       Note that reinsurance undertakings are required to have appropriate systems and controls in
       place to enable them to fulfil their reporting requirements. They are also required to have a
       written policy, approved by the firm's administrative, management or supervisory body,
       ensuring the ongoing appropriateness of the information submitted. Finally, reinsurance
       undertakings that are part of a group have group-level reporting requirements to comply with.




                                               - 110 -
CHAPTER 7. ORGANISATIONAL STRUCTURE

7.1   ORGANISATIONAL CHART

      The simplified organisational chart below sets forth the legal organisation of the Group as of
      the date of this Registration Document. The percentages set forth below represent the
      percentages of share capital and voting rights. As a holding company for the Group, ALD
      does not carry out any leasing activities. Its primary role is to act as a holding company for
      the Group subsidiaries and to set the strategic direction of the Group and supervise the
      activities of the individual operating companies of the Group. ALD’s central functions
      include the following key activities:

             Subsidiary supervision;
             Management of relationships with Key International Accounts and partners;
             Central procurement activities to negotiate volume bonuses with manufacturers and
              other suppliers (such as tyres, short term rental etc.);
             Treasury coordination including administering the group’s EMTN bond issues;
             General Secretary functions covering credit, compliance, risks and internal control;
              and
             IT support functions.




                                               - 111 -
                                                                              Société Générale SA
                                                                                    (France)

                                                                                            100%

       ALD Fortune
                         50%                                                                                                                             Temsys
      Auto Leasing &                                                                     ALD SA                                          100%           (France)
         Renting
                                                                                        (France)
         (China)
                                                                                                                                          100%                         35%

   ALD Automotive                                                                           100%                                     Financière Parcours
                         75%                                                                                                                                   ALD Automotive
         UAB                                                                                                                              (France)               (Morocco)
     (Lithuania)                                                                 ALD International
                                                                                  SAS & Co KG
                                                                                                                                          100%
                                                                                   (Germany)
      ALD Automotive
                         75%                                                                                                              Parcours
          Eesti AS
         (Estonia)                                                                                                                        (France)

                                                                                            100%


                                  ALD International
 ALD Autoleasing                                                                           ALD Automotive
                                   Group Holdings               ALD Re DAC                                               Axus SA
     GmbH                                                                                     Group Plc
                                       GmbH                       (Ireland)                                              (Belgium)
   (Germany)                                                                                   (UK)
                                     (Germany)


                   75%                 100%                  100%                100%                  100%                  95%


          ALD Automotive       ALD Automotive              Axus        Axus Nederland         ALD Automotive         ALD Automotive         5%
               SIA                   AB               Luxembourg SA          BV                    SAU                  Italia SRL
             (Latvia)             (Sweden)             (Luxembourg)     (Netherlands)             (Spain)                 (Italy)

                                        80%

                                   NF Fleet                                                                   100%            100%                    100%
                                     AB
                                  (Sweden)                                                           Axus Finland     ALD Automotive      ALD Automotive
                                                                                                         OY                A/S                 A/S
                                                                                                      (Finland)         (Denmark)            (Norway)


                                                                                                              80%             80%                      80%


                                                                                                     NF Fleet OY        NF Fleet A/S             NF Fleet AS
                                                                                                      (Finland)         (Denmark)                 (Norway)




                 wholly -owned subsidiaries

                 partially -owned subsidiaries

             For discussion of the principal funding and payments made between the Company and its
             subsidiaries, please see Section 6.6.2 "Funding" and Section 6.6.3 "Other services".

7.2          SUBSIDIARIES AND EQUITY INTERESTS

7.2.1        Material subsidiaries

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

             ALD Autoleasing GmbH is a limited liability company (Gesellschaft mit beschränkter
             Haftung) organised under the laws of Germany with a share capital of €16,000,000, with its
             registered office located at Nedderfeld 95, 22529 Hamburg, Germany, and registered with the
             local court of Hamburg under number HRB 30468. It is indirectly wholly owned by the
             Company. Its primary corporate purpose is the short-term, middle-term and long-term leasing
             of moveable assets of any kind, especially domestic and foreign cars as wells as the holding
             of similar companies.




                                                                        - 112 -
ALD Automotive Group Plc is a public limited company organised under the laws of the
United-Kingdom of Great-Britain and Northern Ireland with a share capital of GBP 8 million,
with its registered office located at Oakwood Park, Lodge Causeway, Fishponds, Bristol,
BS16 3JA; United Kingdom, and registered with the Companies House under number
03120091. It is indirectly wholly owned by the Company. Its primary corporate purpose is the
renting and leasing of cars and light motor vehicles.

ALD Automotive Italia S.R.L. is a limited liability company (societa a responsabilita
limitata) organised under the laws of Italy with a share capital of €140,400,000, with its
registered office located at Viale Alexandre Gustave Eiffel, 15 CAP 00148, Rome, Italy, and
registered with the chamber of commerce of Rome under the number 07978810583. It is
indirectly wholly owned by the Company. Its primary corporate purpose is the short-term and
long-term leasing of vehicles, as well as their temporary rental, the sale and purchase of road
transportation, the operation of garages and mechanichal workshops, the maintenance and
repair of road transport vehicles both directly and through third parties and the provision of
ancillary services.

ALD Automotive SAU is a limited liability company (Sociedad anónima) organised under
the laws of Spain with a share capital of €4,458,458.4, with its registered office located at
Carretera de Pozuelo 32, 28220-Majadahonda, Madrid, Spain, and registered with the R.M. of
Madrid under Tomo 2522, Folio 157, Hoja M-44080. It is indirectly wholly owned by the
Company. Its primary corporate purpose is the study, coordination, planning, calculation of
costs and management of the purchase and sale and non-financial leasing of vehicles and
vehicle fleets for individuals and legal entities public or private owned, and the
administration, advising and optimization of costs of these and related activities, and the
activities of an insurance agent.

ALD Re DAC is a designated activity company limited by shares organised under the laws of
Ireland with a share capital of €12,000,000, with its registered office located at IFSC House,
Dublin 1, Ireland, and registered with the Companies Registration Office under number
411486.It is indirectly wholly owned by the Company. Its primary corporate purpose is to
carry on the business of reinsurance, to enter into contracts of retrocession of every kind and
to pay, settle or compromise any 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 is a limited liability company (société anonyme) organised under the
laws of Luxembourg with a share capital of €100,150,000, with its registered office located at
270, route d'Arlon, L-8010 Strassen and registered with the Luxembourg register of
commerce and companies under number B23299. It is indirectly wholly owned by the
Company. Its primary corporate purpose is the leasing of moveable assets of any kind and
real property and to assist in the financing of companies in which it has an interest.

Axus Nederland BV is a private limited liability company (Besloten vennootschap)
organised under the laws of the Netherlands with a share capital of €1,225,250, with its
registered office located at Hoeksteen 60, 2132MS Hoofddorp, Netherlands, and registered
with the Netherlands Chamber of Commerce Trade Register under number 34063455. It is




                                       - 113 -
        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 of motor vehicles as well
        as the holding of companies. It also provides financial, managerial and administrative services
        to such companies.

        Axus SA is a limited liability company (société anonyme) organised under the laws of
        Belgium with a share capital of €47,400,000, with its registered office located at 120 rue
        Colonel Bourg, 1140 Brussels, Belgium, and registered with central companies register under
        number BCE 0403429730. Its primary corporate purpose is industry, trade, operation, rental,
        including financial lease, of all matters relating directly or indirectly to motor vehicles
        equipment, equipment relating to other means of transport, mechanical engineering or
        other. Also the company is able to offer all mobility services and solutions, both in terms of
        travel, workspaces, connections, and be an intermediary for companies providing mobility
        solutions.

        Parcours is a simplified joint-stock company (société par actions simplifiée) organised under
        the laws of France with a share capital of €30,171,552, with its registered office located at 19
        rue Lavoisier 92000 Nanterre, France, and registered with the Nanterre Trade and Companies
        Register under number 399 399 484. It is wholly owned by Financière Parcours. Its primary
        corporate purpose is the long-term leasing of cars, the sale and purchase of vehicles as well as
        the insurance brokerage.

        Temsys SA is a limited liability company (société anonyme) organised under the laws of
        France with a share capital of €66,000,000, with its registered office located at Immeuble Cap
        West, 15 Allée de l'Europe, 92110 Clichy, France, and registered with the Nanterre Trade and
        Companies Register under number 351 867 692. It is wholly owned by the Company. Its
        primary corporate purpose is the acquisition, the sale and the long-term leasing of cars and
        insurance brokerage. Temsys SA indirectly holds 100% of Parcours SAS.

        The additional subsidiaries of the Company referenced under Section 7.1 "Organisational
        Chart" are not described in this section as they are non-material subsidiaries of the Company.

7.2.2   Recent acquisition and disposals

7.2.2.1 Acquisitions

        The Group recently completed the following acquisitions in order to expand its international
        network and be able to accompany its Key International Accounts.

               In 2015, growth was supported by two acquisitions. These were Easy KM in Finland
                (8,000 vehicles) and Sogelease (1,836 vehicles) in Bulgaria.

               In 2016, the Group acquired three companies: Brightlease (1,100 vehicles) in the
                Netherlands; MKB in Hungary (7,700 vehicles) and Bulgaria (1,700 vehicles); and
                Parcours Group (63,700 vehicles) in France. Parcours Group was acquired for
                €297.7 million by Temsys, the French subsidiary of ALD. This company is the
                seventh largest French operator of long-term vehicle leases. Of the total fleet acquired
                of 63,700 vehicles generating total annual revenues of €370 million, 57,600 were
                operated in France and the balance in Spain, Belgium and Luxembourg.




                                                - 114 -
7.2.2.2 Disposals

        Not applicable.

7.2.3   Equity Investments and Joint Ventures

7.2.3.1 Equity Investments

        As of the date of this Registration Document, the Company holds the following direct and
        indirect equity investments giving it neither control nor significant influence:

               In 2001, the Group acquired 35 % of the share capital and voting rights of ALD
                Automotive SA Morocco. The purpose of this cooperation is to develop the leasing
                activity in Morocco and benefit from the support of a strong local partner, already
                present in the automobile industry (Renault).

7.2.3.2 Joint Ventures

        As of the date of this Registration Document, the Company is a party to the following
        significant joint ventures:

               In 2006, in order to distribute its products, the Group created NF Fleet, a joint-venture
                with Nordea, a Swedish banking group. The Group holds 80% of the share capital
                and voting rights of NF Fleet, which was formed for an unlimited duration. Under
                this joint-venture, the business introduced by Nordea is remunerated in the form of a
                commission and the Group charges an administration fee to the joint venture for the
                finance, accounting remarketing, insurance, claims and human resources activities it
                handles.

               In 2009, in order to expand its network in China, the Group created ALD Fortune
                Auto Leasing and Renting (Shanghai) Co Ltd, a joint-venture with Fortune
                Investment Co Ltd Baosteel, the leading steel producer in China. The Group holds 50%
                of the share capital of ALD Fortune Auto Leasing and Renting (Shanghai) Co Ltd
                which was formed for thirty years. Under this joint-venture, the purpose is to carry on
                the business of car leasing and related activities in the Republic of China through the
                activities of car leasing, lease cars purchases, residual value disposal, wholesale of car
                parts, maintenance and services relating to lease cars.




                                                - 115 -
CHAPTER 8. PROPERTY, PLANTS AND EQUIPMENT

8.1     SIGNIFICANT EXISTING OR PLANNED MATERIAL TANGIBLE FIXED ASSETS

        As of 31 December 2015 and 31 December 2016, the Group held rental fleet, property and
        equipment with a gross value of €16.7 billion and €19.7 billion respectively.

        Tangible fixed assets held or leased by the Group consist mainly of its rental fleet of 1.045
        million vehicles as at 31 December 2016, across Europe, South America, Asia and Africa.

        The Group believes that the rate of use of its various tangible fixed assets is consistent with its
        activity and expected development, as well as with its current and planned investments.

        As of the date of this Registration Document, the Group's planned property, plant and
        equipment are its investments underway or planned, as discussed in Section 5.2
        "Investments".

8.2     ENVIRONMENT AND SUSTAINABLE DEVELOPMENT

8.2.1   General Environmental and Sustainable Development Policy

        The environment and sustainable development policy objectives are integrated into all of the
        Group's activities. Initiatives to monitor and reduce the Group's environmental impact are
        frequently evolving and improving.

        The Group also endeavours to make choices that are favourable to the environment in
        connection with its operational activities, and in particular with respect to its automobile fleet.
        The Company works to maintain an automobile fleet that respects the environment by taking
        pollution and greenhouse emissions into consideration.

        The Group's environmental policy strives to follow three general principles of action:

               Minimise the impact of its activities on the environment, in particular in terms of CO2
                emissions;

               Control and reduce as much as possible its consumption of natural and energy
                resources through a rational and optimised use of them;

               Ensure constant attention to the well-being of its employees and to the reception of its
                clients within the framework of a coherent CSR policy.

        By launching its 2008-2012 carbon neutral program in 2007, the Société Générale group
        initiated an approach that has enabled the emergence of an environmental culture within each
        of its components. In this program, the Group undertook to reduce its CO2 emissions per
        occupant by 11% by 2012 and to gradually compensate these emissions, thus making the fight
        against climate change the main focus of its environmental policy.

        Having noted that these initial objectives had been achieved, in July 2012, the Executive
        Committee of the Société Générale group validated a new carbon reduction program covering
        the period 2012-2015. This is in line with the previous program by strengthening the Group's
        ambitions through two objectives:




                                                 - 116 -
              To reduce greenhouse gas (GHG) emissions per occupant by 26% compared to 2007
               (excluding the use of renewable electricity at that date);

              Increase energy efficiency by 24% compared to 2007.

        The Company aims to be a socially responsible and is well-aware of the important ecological
        stakes that confront the automotive industry. In order to face these challenges, the Company
        has been a pioneer in building a long term renting solution dedicated to electric vehicles. As
        at 31 December 2016, the Company's alternative fleet consisted of 45,981 electric or hybrid
        vehicles.

        Furthermore, the CO2 emissions from the Group's cars have been decreased since 2011. In
        2016, the average CO2 emissions for its fleets were 131g/km.

        The Group is also working to reduce its energy consumption to the greatest extent possible.

8.2.2   Climate Change and Greenhouse Gas Emissions

        The Group pursues its commitments in the areas of the environment and sustainable
        development through initiatives to increase the percentage of its vehicle fleet consisting of
        low emission vehicles.

        The Company also commits to measure and reduce its carbon footprint (energy, transportation
        and paper) and to limit its consumption of other natural resources and waste production.

        In 2016, for all 24 entities participating in the collection campaign, greenhouse gas (GHG)
        emissions are estimated at 8,442 tonnes (relating to direct and indirect emissions linked to
        energy, transport Occupations and total paper consumption), or 1.6 tonnes of CO2 equivalent
        per occupant, unchanged from 2014.




                                               - 117 -
CHAPTER 9. OPERATING AND FINANCIAL REVIEW

          This operating and financial review should be read together with the Group's audited
          consolidated financial statements as of and for the financial years ended 31 December 2016,
          2015 and 2014 and the Group's unaudited interim condensed consolidated financial
          statements as of and for the three months ended 31 March 2017 (including 31 March 2016
          data as a comparative) as they are provided in Chapter 20 "Financial information
          concerning the Company's assets and liabilities, financial position, profits and losses" of this
          Registration Document. The presentation in this section contains forward-looking statements
          that involve risks, uncertainties and assumptions. The Group’s actual results may differ
          materially from those anticipated in these forward-looking statements as a result of a number
          of factors, including those set out under the captions "Forward-Looking Statements" and
          Chapter 4 "Risk Factors" in this Registration Document.

          The Group’s audited consolidated financial statements for the years ended 31 December
          2016, 2015 and 2014 were prepared in accordance with IFRS as adopted by the European
          Union and have been audited by the Group’s statutory auditors, whose reports are printed in
          Chapter 20 "Financial information concerning the Company's assets and liabilities, financial
          position, profits and losses" of this Registration Document. The Group's unaudited interim
          condensed consolidated financial statements for the three months ended 31 March 2017
          (including 31 March 2016 data as a comparative) have been prepared in accordance with
          IFRS as adopted by the European Union and have been reviewed by the Group's statutory
          auditors, whose reports are printed in Chapter 20 "Financial information concerning the
          Company's assets and liabilities, financial position, profits and losses" of this Registration
          Document.

9.1       FINANCIAL CONDITION

9.1.1     Overview

          ALD is the parent company of the Group and is a wholly-owned subsidiary of Société
          Générale. The Group operates across the value chain in driver mobility services and is a
          leading international provider of full service vehicle leasing and fleet management services to
          corporate customers and, more recently, it has also expanded its offer to private individuals.

          The Group is ranked number one in Europe, with a market share of approximately 13%, and
          number three globally in the full service leasing segment 18 based on its total number of full
          service vehicle leasing and fleet management vehicles under contracts as at 31 December
          2015 (Source: Fleet Europe; public filings; Company estimates for Italy) 19. As at 31
          December 2016, the Group managed a total of 1.376 million vehicles in full service leasing
          and fleet management of various makes and models in 41 countries in which the Group has a
          direct presence, giving the Group the widest geographical coverage in the full service leasing
          and fleet management market (Source: Fleet Europe). As at 31 December 2016, 27% of the
          Group's on-balance sheet fleet was located in France, 13% in Italy, 12% in the UK, 24% in

18
      Full-service leasing segment includes only operating lease providers and excludes pure finance lease
      providers with no additional service offering.
19
      Including Parcours and MKB.




                                                  - 118 -
        the rest of Western Europe, 11% in Central and Eastern Europe, 7% in Northern Europe and
        the remaining 6% is located in South America, Africa and Asia. The Group employed 5,922
        people globally as at 31 December 2016. In addition to its direct presence in 41 countries, the
        Group has entered into alliances with major providers of full service vehicle leasing and fleet
        management in several regions, covering 13 countries, including the United States.

        The Group's Full Service Leasing (as defined in Section 6.4.2 "Product Offerings") product
        offering, which represented 76% of the Group's fleet by number of vehicles as of 31
        December 2016, offers clients the usage of a vehicle for a regular monthly lease payment
        covering financing, depreciation of the vehicle and the cost of various services provided
        relating to the use of the vehicle. The Group's Fleet Management (as defined in Section 6.4.2
        "Product Offerings") product offering, which represented 24% of the Group's fleet by volume,
        provides outsourcing contracts to clients under which the vehicle is not owned by the Group
        but is managed by the Group and for which the client pays a monthly fee for the cost of
        various services relating to the use of the vehicle.

        In the three months ended 31 March 2017 and the year ended 31 December 2016, the Group
        generated a consolidated Gross operating income of €328.4 million and €1,244.2 million,
        respectively, compared to €303.3 million and €1,172.8 million in the three months ended 31
        March 2016 and the year ended 31 December 2015, respectively. The three principal
        components of the Group's Gross operating income are its Leasing Contract Margin, Services
        Margin and Car Sales Results. In the three months ended 31 March 2017, the Group's Leasing
        Contract Margin amounted to €128.8 million, Services Margin amounted to €151.8 million
        and its and Car Sales Results to €47.8 million, compared to €121.6 million, €129.6 million
        and €52.0 million, respectively, in the three months ended 31 March 2016. In 2016, the
        Group's Services Margin amounted to €528.6 million, its Leasing Contract Margin to €514.1
        million and Car Sales Results to €201.5 million, compared to €534.0 million, €431.6 million
        and €207.2 million, respectively, in 2015. The Group generated Net Income attributable to
        owners of the company of €143.6 million and €511.7 million in the three months ended 31
        March 2017 and in the year ended 31 December 2016, compared to €130.9 million and
        €424.3 million in the three months ended 31 March 2016 and in the year ended 31 December
        2015.

9.1.2   Significant factors affecting the Group's results

        Under both its Full Service Leasing and Fleet Management product offerings, the Group
        generates profits, referred to as the Services Margin, through the wide range of services that it
        offers, such as maintenance and repairs, insurance, tyres and replacement vehicles. As a result
        of its high service equipment rate and wide range of services, the Group generates strong
        Services Margin and returns. In addition, under its primary product offering, Full Service
        Leasing, the Group purchases vehicles with a view to leasing them to customers for a period
        generally of 36-48 months and therefore also earns a spread, or Leasing Contract Margin,
        equal to the difference between, on the one hand, the leasing contract revenues it receives
        from customers, comprised of a component to reflect the expected depreciation of the leased
        vehicle and a component related to the interest for funding the vehicle over the lease period,
        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
        purchase the corresponding vehicles. Finally, the Group may generate profits from the resale




                                                - 119 -
       of its vehicles at the termination of a lease contract, referred to as the Car Sales Results. As a
       consequence, Full-Service Leasing has the potential to generate higher returns than pure
       finance lease contracts.

       The Group’s Gross operating income consists of its Services Margin, its Leasing Contract
       Margin and its Car Sales Results. Such Gross operating income is a function of, and depends
       on any evolution of, the fleet size, pricing to clients, the cost of services, operating expenses,
       car sales results and cost of the Group's funding, which themselves are significantly
       influenced by the macroeconomic and industry conditions and competition. The Group's net
       income consists mainly of its Gross operating income net of operating expenses, which
       depend in part on evolutions in staff and IT expenses.

9.1.2.1 Macroeconomic Conditions

       Macroeconomic developments in Europe and the other countries in which the Group operates
       are a key factor affecting demand for its services, the cost of its services and its results of
       operations. Macroeconomic conditions have a direct influence on the level of corporate fleet
       investment and the demand for fleet management services from business customers, as well
       as the demand for new vehicles from retail customers, which in turn drives growth of the
       Group's funded and unfunded fleet. In addition, the cost of services provided by the Group
       may be affected by macroeconomic conditions, including global commodity prices, such as
       for petroleum based products like tyres.

       However, the adverse effects of macroeconomic volatility are also mitigated by the Group's
       business model. For example, most of the Group's Gross operating income is derived from
       fixed payment customer contracts, which typically have three to four year terms. In addition,
       in difficult economic periods, customers are more likely to rely on leasing assets rather than
       purchasing them, especially as companies look to focus on and optimise their core business
       and to outsource non-core activities to increase internal efficiencies and save costs, all of
       which has a positive impact on the demand for the Group's services. Furthermore, increasing
       levels of penetration in the full service leasing market across all countries and regions have
       allowed the Group to grow steadily over the period, in spite of the economic volatility, as
       highlighted in the table below, which sets out the annual growth of the Group’s Total fleet as
       compared to average annual GDP growth in Europe since 2008.



                                        2008    2009   2010   2011    2012    2013    2014    2015   2016


     Real GDP Growth Europe..........    1.0%   (4.4)% 2.2%    2.2%    0.2%    0.6%    1.4%    1.4% 1.6%

     The Group Total fleet........      8.0%    0.9% 6.0%     9.0%    4.2%    5.6%    9.8%    9.0% 14.0%



       Because the Group has operations on four continents, and different regions exhibit varying
       economic cycles and growth patterns, its results are dependent on the overriding economic
       climate in each area. At the same time, the Group has sought to increase its activities in
       emerging markets, which have generally experienced higher growth rates in recent years. The
       economies in which the Group operates in South America, Africa and Asia have experienced
       growth rates of 5.4%, 4.8% and 4.8% in the three years ending 31 December 2016, and the




                                                 - 120 -
       economies in which the Group operates in Central and Eastern Europe have experienced
       growth rates of 1.6%, 0.3% and 1.3% in the three years ending 31 December 2016, as
       compared to 1.4%, 1.7% and 1.7% in Western Europe (Source: International Monetary Fund,
       World Economic Outlook Database), where the Group conducts most of its business.
       Emerging economies in South America, Africa and Asia and Central and Eastern Europe,
       which represent 17% of the Group's fleet as at 31 December 2016, have generally experienced
       steady growth, with higher levels of volatility in some cases. Despite modest economic
       growth in Europe, there has been steady demand for new vehicles in this region, with new
       passenger vehicle registrations in Europe increasing by 0.7 million, or 3.9%, from 18.4
       million in 2015 to 19.1 million in 2016 (Source: Frost & Sullivan). In this context, the Group
       has been able to increase its number of total vehicles by 14%, from 1.2 million as of 31
       December 2015 to 1.4 million as of 31 December 2016.

       For further information on the Group's markets, see Chapter 6 "Business Overview"—Section
       6.2 "Car Fleet Leasing Market and Competitive Environment". For further information on the
       risks associated with macroeconomic developments, see Chapter 4 "Risk Factors"—Section
       4.1 "Risks Related to the Group's Industry and Business".

9.1.2.2 Competitive factors

       The vehicle leasing market remains relatively competitive, with the top three players
       representing 37% of the European market as measured by on-balance sheet fleet. One of the
       key aspects on which standalone fleet leasing business compete is price of services. The
       largest players benefit from purchasing power advantages that translate into lower costs per
       unit, and bank affiliates have a funding advantage that allows them to be competitive in their
       pricing. The Group's large international accounts in Western Europe tend to be the most
       competitive on pricing. As a consequence of price competition, in certain geographic markets,
       the full service leasing market is undergoing consolidation, while smaller operators aim to
       focus on particular niche sectors, such as specialising in particular vehicle services (e.g.
       trucks or vans) or industry segments (e.g. utilities or government agencies).

       Additionally, the largest players with a global scope of operations have the resources and
       capabilities to better assess current market conditions and trends and to develop innovative
       products. The Group is focused on providing a differentiated offering that involves additional
       services, which allows it to compete based on quality and experience, a consistent and
       standardised product, a global presence for large corporate clients, a sophisticated information
       technology platform with innovative solutions across multiple regions and a leading position
       in indirect distribution partnerships. In particular, the Group’s leadership in multi-channel
       distribution through distribution partnerships with financial institutions and car manufacturers
       drives market reach and development opportunities. In addition, the Group's expansion efforts
       in emerging markets over the last decade have proven to be profitable, placing the Group in a
       strong position as the penetration of vehicle operating lease grows in these markets.

       For further information on the Group's competition, see Chapter 6 "Business Overview"—
       Section 6.2 "Car Fleet Leasing Market and Competitive Environment". For further
       information on the risks associated with the Group's competitive environment, see Chapter 4
       Risk Factors"—4.1"Risks Related to the Group's Industry and Business".




                                               - 121 -
9.1.2.3 Cost of services

        Payment in relation to full service leasing is generally made on a fixed payment model. The
        fixed payment model involves the customer paying fixed monthly instalments that are set at
        the beginning of the relevant contract. The pricing of this fixed payment model is based on
        the acquisition cost and estimated residual value of the vehicle, the funding cost and the
        anticipated cost of services. The profitability of provision of services under this model is
        therefore affected by changes in the cost of providing such services over the course of a
        contract, which is typically three to four years in duration. Increases in the diversification of
        its fleet and suppliers, however, limits the impact on the Group of any increased costs or
        savings in a local market. In addition, the size of the Group's fleet and centralization of
        purchases allows for cost savings.

        The Group's sourcing benefits from its experience, long-standing supplier relationships and
        bulk-buying power, which allows it to negotiate discounts and volume bonuses and thereby
        enables it to offer more attractive pricing to its customers. However, some of the Group's
        costs, such as the price of engine oil used for the oil changes that are part of regular
        maintenance checks or the prices of products comprising a significant proportion of
        petroleum based materials such as tyres, are determined by factors that are linked to global
        commodity prices, with any increase in such costs having a potential impact on the Group's
        cost of services.

        For further information on the risks associated with the Group's pricing and service sourcing
        and default risk associated with the Group's customers, see Chapter 4 "Risk Factors"—
        Section 4.1"Risks Related to the Group's Industry and Business".

9.1.2.4 Operating Expenses

        The Group incurs operating expenses including staff expenses and general and administrative
        expenses (including IT costs (including payroll), property costs, professional fees and
        advertising). In particular, the Group’s commitment to be the preferred choice for mobility
        solutions within the market has led to an acceleration of its IT investment programme. For
        example, IT costs represented 17-18% of total operating expenses from 2014-2016 (2016:
        €101.2 million; 2015: €89.9 million; 2014: €76.1 million). With approximately €53 million in
        2016 (including payroll) (compared to €48 and €39 million in 2015 and 2014) being directed
        towards new IT initiatives aimed at the Group's digital transformation, there has been a
        specific focus on digital solutions in order to further enhance the Group’s customer’s
        experience including fleet manager and driver web portals and online services, flexible and
        rechargeable leases, private leasing and enhancements to the used car online platform, as well
        as investment in the development of new flexible product offerings for the Group’s
        customers. The Group believes that such increases in IT costs should lead to sustained
        growth, increases in revenue and efficiency gains as a result of IT innovations.

9.1.2.5 Depreciation, Residual Values and Car Sales

        The large majority of the Group's Full Service Leases are operating leases (96.1% as at 31
        March 2017), with remaining leases being classified as finance leases (3.9% as at 31 March
        2017). The Group records most of the vehicles it leases to its customers as assets on its
        balance sheet. Vehicles are generally bought from car manufacturers at a discount compared




                                                - 122 -
to the list price, thanks to the Group's purchasing power. The book-value of these assets is
initially recorded at acquisition cost and is depreciated on a straight-line basis over the term of
the relevant lease to its estimated residual value at the end of the lease, as estimated at the
inception of the lease unless an adjustment is required following a fleet semi-annual fleet re-
evaluation (as detailed below). These depreciation expenses are then recharged by the Group
to its clients. The residual values are typically significantly lower for full service leasing than
for short-term car rental, which lowers proportionally the residual value volatility risk for the
Group compared to the residual value volatility risk of short-term car rental companies. The
Group's total residual value for its fleet was €8,888 million as of 31 December 2016. Car
Sales Results accounted for 15.6%, 17.7%, 16.2% and 14.6% of the Group's Gross operating
income in the years ended 31 December 2014, 2015 and 2016 and the three months ended 31
March 2017, respectively.




The residual value of the cars owned by the Group may affect the Group’s Net Income in two
primary ways.

Firstly, the Full Service Leasing product offering generates sales revenue through the sale of
used vehicles that have previously been leased by customers. The price at which the Group is
able to sell the vehicles in its fleet, and so the revenue it is able to generate from such sales, is
primarily determined by prevailing market prices for used vehicles of the particular make,
model, mileage, age and general condition of a vehicle at the time of sale, while the
profitability of such sales correspond to the difference between the price at which the car is




                                          - 123 -
       sold and the net book value at the time of sale. Changes in the selling prices of the cars owned
       by the Group will therefore directly affect the level of the car sales result.

       Secondly, as the calculated residual value of vehicles in the Group's fleet, and so their
       depreciation rate, is determined at the beginning of the relevant lease, changes in prevailing
       market prices for used vehicles can result in the expected resale value of the fleet deviating
       from its net book value, which is its acquisition cost less accumulated depreciation. The
       Group reviews market prices at a country level on a semi-annual basis in the used vehicle
       markets to determine whether the estimated residual value of the Group's vehicles continues
       to reflect their expected resale value at the end of the relevant lease agreement. If, in a given
       country for a given year of restitution of a vehicle, the total expected resale value of the
       Group's active vehicle fleet at the end of relevant lease agreements is likely to be less than the
       originally estimated residual values, the Group will recognise in its income statement
       additional depreciation charges made prospectively over the remaining lease terms to reflect
       the new accounting estimates. If the total expected resale value of its active fleet vehicles is
       greater than originally estimated, the Group does not make any adjustments to its income
       statement. The Group only recognises overall losses expected on a country’s total active fleet
       whereas for any countries with overall profits, these are not anticipated.

       The Group aims to mitigate the residual value risk resulting from decreases in used car prices
       through (1) pro-active contract management, and the possibility to negotiate amendments to
       on-going contracts (such as with respect to duration and kilometre limits), (2) remarketing
       expertise, including through the development of an e-auction website and of an efficient
       logistic network, and an increased ability to export more vehicles, resulting in lower
       associated risk on resale activity, (3) strong diversification of the fleet by brand (no brand
       accounting for more than 15% of total fleet) and by geography (no country representing more
       than 33% of the total fleet), (4) development of a new product consisting in leasing used cars
       to private customers, as a way for the Group to further delay the sale of cars, and thus reduce
       residual value risk and (5) as discussed above, a semi-annual fleet re-evaluation in order to
       anticipate large changes in residual value.

       For further information on the risks associated with depreciation, residual values and car sales,
       see Chapter 4 "Risk Factors"—Section 4.1"Risks Related to the Group's Industry and
       Business"— "The Group may not be able to dispose of its used vehicles at desirable prices,
       and it faces risks related to the residual value of its vehicles in connection with such
       disposals.".

9.1.2.6 Source and Cost of Funding

       The financing component of the Group's leases is generally fixed at the commencement of the
       lease agreement and remains constant over the term of the lease agreements, which as of 31
       December 2016 had an average term of approximately 43 months for Full Service Leasing. In
       order to minimise the impact of changes in cost of funding, the Group aims to match the
       profile of its assets (lease contracts) with the profile of its funding as closely as possible as
       part of its Asset and Liability (‘ALM’) management. As a result, increases in funding costs
       would have a minimal impact on existing contracts. However, any such increases could
       impact future profitability, if the Group’s funding costs rise more than those of its competitors
       which could place it at a competitive disadvantage when pricing its contracts, thus affecting




                                               - 124 -
          future volumes. However, interest rates have not affected the Leasing Contract Margin
          historically or the Group’s ability to effectively compete in the market during periods of
          interest rate increases or decreases, demonstrated in the following table, which sets forth the
          Group's Leasing Contract Margin since 2011.

                                                                                                                                                                Q1
                                                                                     2011           2012           2013            2014        2015    2016    2017


                                                                                                                       (€ millions)

           Leasing Contract Margin ....................................................................................................
                                                                                       328               339               333           381     432     514     129
           Leasing Contract Margin as % of Average
                                                                                                                                                                      20
           Earning Assets                                                           3.7%              3.6%              3.4%            3.7%   3.8%     3.8%   3.5%



          As a member of the Société Générale group, the Group benefits from Société Générale
          funding part of its operations. The majority of the Group's funding has been sourced internally
          as part of an arrangement with Société Générale, with the remainder sourced from external
          sources (see Chapter 10 "Liquidity and Capital Resources"—Section 10.4.2.1"Indebtedness").
          The funding the Group obtains from Société Générale (and other Société Générale group
          entities) is based on Société Générale's own cost of funding plus a credit premium. As part of
          its diversified sources of funding, the Group intends to continue to make use of Société
          Générale financing, which Société Générale has committed to continue to provide following
          the contemplated listing of the Group's Shares on Euronext Paris (for more information see
          Chapter 6 "Business Overview"—Section 6.6 "Relationship with Société Générale").

9.1.2.7 Valuation of Mark to Market Derivatives

          As discussed in Section 9.4.8 "Equity Reinvestment", in compliance with Société Générale
          ALM rules, the Group invests its equity in long term assets and has in the past also
          implemented equity replacement swaps in place of investments in long-term amortising
          assets. As a result, as of 31 December 2016, in addition to having on its balance sheet a €1.0
          billion long-term loan made to Société Générale, the Group also had interest rates swaps with
          Société Générale under which the Group paid the floating rate leg and receives the fixed leg.
          However, as of 31 March 2017, all such swaps have been terminated.

9.2       BASIS OF PRESENTATION

          The Group's principal source of revenue is derived from leasing and other services the Group
          provides in its Full Service Leasing and Fleet Management product offerings. The Group's
          Full Service Leasing product offering involve both granting a customer the right to use a
          vehicle and the provision of additional services, while the Group's Fleet Management product
          offering generally consist of the payment of fees for services. In addition, the Group derives
          revenues through car sales.

9.2.1     Principal income statement items

          The Group's revenues are derived from its (i) Services Margin, (ii) Leasing Contract Margin
          and (iii) Car Sales Results.

20
      Leasing Contract Margin on an annualized basis.




                                                                                  - 125 -
The main items on the income statement for the Group's consolidated financial statements,
which are used by the Group's management to analyse its consolidated financial results, are
described below:

Leasing Contract Margin represents total Leasing contract revenues from operating leases
and interest income from finance leases less leasing contract depreciation from operating
leases and interest charges (including charges from loans and issued bonds), adjusted for
unrealised gains/losses on financial instruments. Leasing contract revenues from operating
leases are the operating lease instalments charged on a straight line basis to clients for the
right to use the leased assets. These revenues effectively comprise a component to reflect the
expected depreciation of the leased asset and a component related to the interest for funding
the asset over the lease period.

Services Margin represents revenue and costs on maintenance and tyres, insurance, fee
income, rental fleet and other services. Service revenues are recognised at the time of receipt
of monthly instalment payments from customers, except in the case of maintenance and tyres,
where revenue is deferred and recognised in line with the historical cost patterns for
maintenance and tyres so that revenues and costs are matched as closely as possible.

Car Sales Results represents proceeds of cars sold and cost of cars sold. Proceeds and costs of
cars sold, as well as extra mileage, damage and early termination, are recognised at the time
of sale.

Gross operating income represents the Gross operating income from the Group's core
activities, comprised of Services Margin, Leasing Contract Margin and Car Sales Results.

Total operating expenses represents staff expenses, general and administrative expenses
(including IT costs (excluding payroll), property costs, professional fees and advertising) and
depreciation and amortisation.

Impairment charges on receivables represents the net impairment charges made against the
receivable's carrying amount. An impairment charge is recognised at the end of each reporting
period if there is objective evidence of impairment as a result of one or more events that
occurred after the initial recognition of the asset. Such impairment can be due to evidence of
a corporate failure of a client or due to non-payment of amounts falling due which as a result
of a dispute or due to a receivable being sufficiently aged so as to give rise to a risk of
delinquency.

Non-recurring income (expenses) represents expenses of a one-off, non-routine nature.

Profit before tax represents the difference between Gross operating income and total
operating expenses, adjusted for impairment charges on receivables, non-recurring income
(expenses) and the share of profits from associates and JV’s.

Net income attributable to non-controlling interests represents the proportion of the Group's
net income recognised in relation to equity interests in subsidiaries owned by outside parties.
The Group recognises any non-controlling interest in the company acquired on an acquisition-
by-acquisition basis, either at fair value or at the non-controlling interest’s proportionate share
of the recognised amounts of acquiree’s identifiable net assets.




                                         - 126 -
        Net Income attributable to owners of the company represents profit before tax, adjusted for
        income tax expenses and net income attributable to non-controlling interests, equal to the
        proportion of the Group's net income recognised in relation to the owning shareholders' equity
        interests.

9.2.2   Main balance sheet items

        The main items on the balance sheet for the Group's consolidated financial statements, which
        are used by the Group's management to analyse its consolidated financial position, are
        described below:

        Rental fleet represents the net book value of owned vehicles which are leased to clients.

        Receivables from clients and financial institutions represents amounts receivable under
        finance lease contracts, amounts receivable from financial institutions, trade receivables and
        provision for impairment of trade receivables.

        Other receivables and prepayments represents prepayments in respect of expenses
        attributable to a subsequent period plus amounts still to be received and primarily corresponds
        to receivables related to VAT and other taxes and prepaid expenses.

        Other current financial assets represents cash and cash equivalents, investments in the bonds
        and equity issued by other entities, receivables, and derivative financial assets.

        Borrowings from financial institutions represents short term overdrafts and medium term
        bank loans.

        Bonds and notes issued represents negotiable, interest-bearing securities, other than those of a
        subordinated nature.

        Trade and other payables represents, among other things, trade payables, deferred leasing
        income, other accruals and other deferred income, advance lease instalments received,
        accruals for contract settlements and VAT and other taxes.

        Share capital represents the nominal value of the Group's outstanding shares.

        Share premium represents the amount by which the amount received by the Group for an
        issuance of its shares exceeds its face value.

        Retained earnings and other reserves represents the cumulative net incomes for prior periods
        that have been retained after accounting for any dividends.

        Equity attributable to owners of the parent represents the equity owned by the Group's
        shareholders.

        Non-controlling interests represents the equity interests in subsidiaries owned by outside
        parties. The Group recognises any non-controlling interest in the company acquired on an
        acquisition-by-acquisition basis, either at fair value or at the non-controlling interest’s
        proportionate share of the recognised amounts of acquiree’s identifiable net assets.




                                                - 127 -
9.2.3   Non-IFRS measures and Key Performance indicators (KPIs)

        This Registration Document presents certain financial measures and adjustments
        characterised as Key Performance Indicators ("KPIs") that are not presented in accordance
        with IFRS or any other internationally accepted accounting principles, including Cost to
        Income Ratio, Return on Equity and Return on Average Earning Assets, as well as certain
        ratios derived from these financial measures.

        The Issuer has defined each of the following KPIs as follows:

               "Cost to Income Ratio" means Total operating expenses divided by Gross operating
                income.

               "Gross operating income" means for any period, Leasing Contract Margin, Services
                Margin and Car Sales Results.

               "Return on Equity" means for any period, Net Income attributable to owners of the
                company for the financial period divided by the arithmetic average of Equity
                attributable to owners of the parent (before Non-controlling interests) at the beginning
                and end of the period.

               "Return on Average Earning Assets" means for any period, Net Income attributable
                to Owners of the Company for the financial period divided by the arithmetic average
                of Earning Assets at the beginning and end of the period.

               "Earning Assets" means the net book value of the rental fleet plus Amounts
                receivable under finance lease contracts.

               "Average Earning Assets" means the arithmetic average of Earning Assets at the
                beginning and end of the period.

               "Cost of Risk to Average Earning Assets Ratio" means for any period, the
                impairment charges on receivables divided by the arithmetic average of Earning
                Assets at the beginning and end of the period.

               "Fleet on Balance Sheet" means the number of vehicles recognised on the Group's
                balance sheet at acquisition costs less accumulated depreciation.

               "Effective Tax Rate" means the Group's total standard income tax expense, adjusted
                for, among other things, tax calculated at domestic tax rates applicable to profits in
                the respective countries divided by the Group's profit before tax.

        These financial measures are presented (i) as they are used by the Group to monitor its
        financial results and (ii) to represent similar measures that are often used by certain investors,
        securities analysts and other interested parties as supplemental measures of financial position
        and financial performance. The Group believes these measures enhance the investor's
        understanding of the Group’s results.




                                                 - 128 -
        However, these KPIs are not measures determined based on IFRS or any other internationally
        accepted accounting principles, and such items should not be considered as an alternative to
        the historical financial results or other indicators of the Group’s cash flow based on IFRS, nor
        are such measures meant to be predictive of the Group’s future results. The non-IFRS
        financial measures, as defined by the Group, may not be comparable to similarly titled
        measures as presented by other companies due to differences in the way the Group’s non-
        IFRS financial measures are calculated.

9.3     ANALYSIS OF THE RESULTS OF OPERATIONS

9.3.1   Analysis of the results of operations for the quarters ended 31 March 2017 and 31
        March 2016

9.3.1.1 Results of Operations of the Group for the Years Ended 31 March 2017 and 31 March 2016

        The following table summarises the Group's results for the three months ended 31 March
        2017 and 2016.

                                                                                                                                      Three months ended
                                                                                                                                          31 March

                                                                                                                                      2017                  2016        Change

                                                                                                                                             (€ millions)

         Leasing Contract Margin................................................................................................. 128.8                       121.6         5.9%
         Services Margin ................................................................................................................ 151.8               129.6        17.1%
         Car Sales Results .............................................................................................................. 47.8                 52.0       (8.1%)
         GROSS OPERATING INCOME ................................................................................... 328.4                                     303.3         8.3%
         Staff expenses ..................................................................................................................... (90.6)          (79.5)       14.0%
         General & administrative expenses .................................................................................... (48.1                         (46.1)        4.3%
         Depreciation and amortisation ............................................................................................ (5.9)                      (4.0)       45.6%
         Total operating expenses ..................................................................................................(144.5)                  (129.6)       11.5%
         Impairment charges on receivables .................................................................................... (5.3)                           (4.3)      22.6%
         Non-recurring income (expenses) ......................................................................................                 -                   -           -
         OPERATING RESULT                                                                                                                   178.6              169.4        5.4%
         Share of profit of associates and jointly controlled entities ............................................... 0.5                                        0.2    112.5%
         Profit before tax ................................................................................................................ 179.0             169.6         5.6%
         Income tax expense ............................................................................................................ (34.2)               (37.4)      (8.4%)
         Net Income                                                                                                     144.8                                 132.2         9.5%
         Net income attributable to non-controlling interests .......................................................... 1.2                                    1.3      (11.2%)
         Net Income attributable to Owners of the Company.................................................... 143.6                                           130.9         9.7%




        Gross operating income

        The Group's Gross operating income increased to €328.4 million during the three months
        ended 31 March 2017 compared to €303.3 million during the three months ended 31 March
        2016. This increase was due to contributions form Leasing Contract Margin and Services
        Margin which increased in the first quarter of 2017 to €128.8 million and €151.8 million
        respectively (compared to €121.6 million and €129.6 million in the first quarter of 2016).
        Together these two margins grew by 11.7% in the first quarter of 2017. The contribution
        from Car sales results remained positive despite a decrease to €47.8 million from €52.0
        million in the first quarter of 2016.




                                                                                       - 129 -
Leasing Contract Margin

The following table summarises the Group's Leasing Contract Margin for the three months
ended 31 March 2017 and 2016.



                                                                                                                             Three months ended
                                                                                                                                 31 March

                                                                                                                             2017                    2016              Change

                                                                                                                                      (€ millions)

 Leasing contract revenue - operating leases                                                                                         914.0               798.6           14.5%
 Interest income from finance lease                                                                                                   19.4                17.3           12.1%
 Other interest income                                                                                                                43.3                 5.1                -
 Leasing contract revenues                                                                                                        976.7                  821.0           19.0%
 Leasing contract costs - depreciation                                                                                          (748.3)                (662.4)           13.0%
 Leasing contract costs –financing:
 Interest charges on loans from financial institutions                                                                               (56.1)              (39.4)           42.4%
 Interest charges on issued bonds                                                                                                     (4.0)                  (7.4)      (45.9%)
 Other interest charges                                                                                                               (7.6)                  (4.2)        81.0%
 Total interest charges                                                                                                              (67.8)              (50.9)          33.2%
 Leasing contract costs – depreciation and financing                                                                            (816.1)                (713.3)           14.4%
 Total Unrealised gains/losses on financial instruments                                                                              (31.8)                  13.9               -
 Leasing contract margin                                                                                                             128.7               121.6            5.8%



The Group's Leasing Contract Margin income increased to €128.7 million during the three
months ended 31 March 2017 compared to €121.6 million during the three months ended 31
March 2016. This was primarily driven by the growth in the funded fleet of 18.3%. During
the quarter ended 31 March 2017, there was a one-off negative impact of €9.8 million related
to the unwinding of the Group’s equity swaps in March 2017 primarily reflected in the "other
interest income" and "total unrealised gains/losses on financial instruments" line items.

Services Margin

The following table summarises revenues and costs of the Group's Services Margin for the
three months ended 31 March 2017 and 2016.

                                                                                                                                      Three months ended
                                                                                                                                          31 March
                                                                                                                                      2017               2016          Change

                                                                                                                                              (€ millions)

 Services revenues ...............................................................................................................       442.0                 397.4    11.2%
 Cost of services revenues ...................................................................................................         (290.2)               (267.7)     8.4%
 Services Margin ................................................................................................................        151.8                 129.6    17.1%




The Group's Services Margin increased to €151.8 million during the three months ended 31
March 2017 compared to €129.6 million during the three months ended 31 March 2016. The
Services Margin in the first quarter of 2017 was positively impacted by the release of the
provision made in respect of anti-trust proceedings in Italy (€9.8 million) reflected in cost of
services revenues and the contribution from the total fleet increase of 15.2% over the period.




                                                                              - 130 -
Growth in the Maintenance and tyres and Insurance service margins contributed to the
majority of the overall growth in the Service Margin.

Car Sales Results

The following table summarises the Group's car sale results for the three months ended 31
March 2017 and 2016.

                                                                                                                              Three months ended
                                                                                                                                  31 March

                                                                                                                              2017                  2016          Change

                                                                                                                                     (€ millions)

Proceeds of cars sold ..........................................................................................................      634.3            537.6         18.0%
Cost of cars sold ................................................................................................................. (586.5)          (485.5)         20.8%
Car Sales Results ..............................................................................................................       47.8            52.0         (8.1%)




Total car sale results decreased to €47.8 million during the three months ended 31 March
2017 compared to €52.0 million during the three months ended 31 March 2016. This was
predominantly driven by higher volume but lower profit per unit sold.

Total operating expenses

The Group's Total operating expenses are composed of staff expenses, general and
administrative expenses and depreciation and amortisation of non-fleet related fixed assets.
The Group's Total operating expenses increased to €144.5 million during the three months
ended 31 March 2017 compared to €129.6 million during the three months ended 31 March
2016, primarily as a result of an increase of 13.9% in staff expenses (including IT) and a 4.4%
increase in general and administrative expenses to support the management of the growth in
the Group's total fleet of 15.2% between the first quarter of 2016 and the first quarter of 2017.

Staff expenses

The following table summarises the Group's personnel expenses for the three months ended
31 March 2017 and 2016.

                                                                                                                               Three months ended
                                                                                                                                   31 March

                                                                                                                              2017                  2016          Change

                                                                                                                                     (€ millions)

   Wages and salaries.............................................................................................................. 69.8                   61.2       14.0%
   Social security charges ....................................................................................................... 15.1                    12.6      19.7.%
   Defined post-employment costs ......................................................................................... 0.6                              0.6            -
   Other staff costs .................................................................................................................. 5.1                 5.1            -
   Staff expenses .................................................................................................................... 90.6                79.5      13.9%




The Group's staff expenses increased to €90.6 million during the three months ended 31
March 2017 compared to €79.5 million during the three months ended 31 March 2016. This
increase was primarily due to growth in headcount of 15.7% which principally incorporates




                                                                                - 131 -
         the headcount acquired through the acquisitions of Parcours and MKB as well as an increase
         in salaries in accordance with Group policies.

         General and administrative expenses

         General and administrative expenses mainly include IT costs (excluding payroll), property
         costs, professional fees, advertising, travel and communication, equipment purchases and
         maintenance and re-billing costs from Société Générale for services provided to the Group.
         The following table summarises general and administrative expenses for the three months
         ended 31 March 2017 and 2016.

                                                                                                                                       Three months ended
                                                                                                                                           31 March

                                                                                                                                       2017                  2016         Change

                                                                                                                                              (€ millions)

          General and administrative expenses
            IT (excluding payroll) .................................................................................................... 4.8                      5.6        (14.4%)
            Premises.......................................................................................................................... 7.0               5.9          19.3%
            Professional fees............................................................................................................. 10.0                  8.2          21.4%
            Marketing ....................................................................................................................... 3.4                2.5          34.8%
            Travel, telephone and postage........................................................................................ 4.7                            4.6           3.4%
            Maintenance & equipment ............................................................................................. 5.3                            4.4          21.5%
                               21
            Central re-bill .............................................................................................................. 5.4                   0.0               -
            Other ............................................................................................................................... 7.5           14.9        (49.9%)
          General and administrative expenses ............................................................................. 48.1                                46.1          4.4%




         The Group's general and administrative expenses increased to €48.1 million during the three
         months ended 31 March 2017 compared to €46.1 million during the three months ended 31
         March 2016.

         Depreciation and amortisation

         The following table summarises the Group's depreciation and amortisation for the three
         months ended 31 March 2017 and 2016.

                                                                                                                                       Three months ended
                                                                                                                                           31 March

                                                                                                                                       2017                  2016         Change

                                                                                                                                              (€ millions)

          Depreciation of other property and equipment ..................................................................                       4.1                 3.0      33.7%
          Depreciation of intangible assets ........................................................................................            1.8                 1.0      82.8%
          Total depreciation and amortisation ..............................................................................                    5.9                 4.0      45.6%




         Depreciation and amortisation increased to €5.9 million during the three months ended 31
         March 2017 compared to €4.0 million during the three months ended 31 March 2016 mainly


21
     Central re-bill includes the services fees paid by the Group to Société Générale in relation to the services
     that Société Générale provides the Group under various service level agreements. See Section 6.6.3 –
     "Other Services".




                                                                                        - 132 -
as a result of higher levels of non-fleet related property and equipment, including computers
and leasehold improvements.

Impairment Charges on Receivables

The Group's impairment charges on customer receivables increased to €5.3 million during the
three months ended 31 March 2017 compared to €4.3 million during the three months ended
31 March 2016, primarily as a result of the growth in receivables linked to a growth in the
overall fleet of 15.2% between the first quarter of 2016 and the first quarter of 2017.

Non-recurring income (expenses)

There were no non-recurring income or expenses in the first three months ending 31 March
2017 and 2016.

Operating Result

As a result of the above, the Operating Result for the three months ended 31 March 2017
increased to €178.6 million from €169.4 million for the three months ended 31 March 2016.

Share of profit of associates and jointly controlled entities

The Group's share of profit of associates and jointly controlled entities increased to €0.5
million during the three months ended 31 March 2017 compared to €0.2 million during the
three months ended 31 March 2016 as a result of an increased contribution to profitability
from our associates.

Income tax expense

The following table summarises the Group's income tax expense for the three months ended
31 March 2017 and 2016.

                                                                                                                               Three months ended
                                                                                                                                   31 March

                                                                                                                               2017                   2016       Change

                                                                                                                                       (€ millions)

 Current tax .......................................................................................................................... (24.5)          (42.6)     (42.6%)
 Deferred tax ........................................................................................................................ (9.7)               5.3    (284.2)%
 Income tax expense ........................................................................................................... (34.2)                  (37.4)     (8.4%)




The Group's income tax expense decreased to €34.2 million during the three months ended 31
March 2017 compared to €37.4 million during the three months ended 31 March 2016,
partially as the result of the benefit received in Italy in the first quarter of 2017 from the
Stability Law allowing for 140% depreciation on vehicles purchased (see Section 9.3.2.1).

Net Income attributable to Owners of the Company

Net Income attributable to Owners of the Company increased to €143.6 million during the
three months ended 31 March 2017 compared to €130.9 million during the three months




                                                                                - 133 -
       ended 31 March 2016. This was driven primarily by the increase in Gross operating income
       of 8.3%.

       Key Performance Indicators (KPIs)

       The following table summarises the Group's KPIs as of and for the three months ended 31
       March 2017 and 2016.

                                                                                                                         Three months ended
                                                                                                                             31 March

                                                                                                                         2017                  2016              Change

                                                                                                                                            (€ millions, except
                                                                                                                                         percentages, bps and fleet
                                                                                                                                                 numbers)
        Cost to Income Ratio(1) .....................................................................................................        44.0%            42.7%        3.0%
             Total operating expenses ............................................................................................ (144.5)                    (129.6)     11.5%
             Gross operating income ..............................................................................................            328.4             303.3      8.3%
        Return on Average Equity(2) ............................................................................................             19.3%            18.8%        2.7%
             Net Income attributable to owners of the company(3) ................................................                             143.6             130.9      9.7%
             Average shareholder's equity ......................................................................................              2,977             2,787      6.8%
        Earning Assets ...................................................................................................................   15,106           12,425     21.6%
             Rental fleet at net book value .....................................................................................            14,574           11,936      22.1%
             Finance lease receivables ...........................................................................................              532               489      8.8%
        Return on Average Earning Assets (4) .............................................................................                    3.9%              4.3%     (9.3%)
             Net Income attributable to owners of the company(3) ................................................                             143.6             130.9      9.7%
             Average Earning Assets..............................................................................................            14,847           12,294      20.8%
        Cost of Risk to Average Earning Assets Ratio(5) (in bps) ..............................................                                  14                14      1.5%
             Impairment charges on receivables ............................................................................                    (5.3)             (4.3)    23.3%
             Average Earning Assets..............................................................................................            14,847           12,294      20.8%
        Total Fleet (in thousands of vehicles) ...............................................................................                1,407             1,221    15.2%
        Fleet on Balance Sheet (in thousands of vehicles) ...........................................................                         1,070               904    18.4%
        Effective Tax Rate ...........................................................................................................       19.1%            22.1%    (13.6%)
             Tax expense at effective rate ......................................................................................              34.2              37.4    (8.6%)
             Profit before tax ..........................................................................................................     179.0             169.6      5.5%
        _________
        (1) "Cost to Income Ratio" means Total operating expenses divided by Gross operating income.
        (2) "Return on Average Equity" means for any period, Net Income attributable to owners of the company for the financial
        period divided by the arithmetic average of shareholders' equity (before minority interests) at the beginning and end of the
        period.
        (3) "Net Income attributable to owners of the company" represents profit before tax, adjusted for income tax expenses and net
        income attributable to non-controlling interests, equal the proportion of the Group's net income recognised in relation to
        Société Générale's equity interests.
        (4) "Return on Average Earning Assets" means for any period, Net Income attributable to owners of the company for the
        financial period divided by the arithmetic average of Earning Assets at the beginning and end of the period calculated on an
        annualised basis.
        (5) "Cost of Risk to Average Earning Assets Ratio" means for any period, the impairment charges on receivables divided by
        the arithmetic average of Earning Assets at the beginning and end of the period.


9.3.1.2 Summary of Results of Operations by Geographic Market for the Years Ended 31 March
       2017 and 31 March 2016

        The following table summarises unaudited results for the Group by geographic market for
        the three months ended 31 March 2017 and 2016.




                                                                           - 134 -
                                                   Gross operating income                                                             Profit before tax

                                          Three months ended                                                        Three months ended
                                              31 March                                                                  31 March

                                           2017                    2016                  Change                      2017                   2016          Change

                                                  (€ millions)                                                              (€ millions)


 Western Europe ...............................................................................................................
                                  242.0                    215.0                   12.6%                        132.1                         116.9          13.0%

 Northern Europe...............................................................................................................
                                     34.8                    43.5               (20.0%)                           19.9                         28.9         (31.1%)

 Central & Eastern
 Europe ...............................................................................................................................
                                             39.4                    35.7                  10.4%                          23.4                 21.8           7.3%



 South America,
                                               12.2                      9.1                                                  3.5
 Africa and Asia.................................................................................................................
                                                                                             34.1%                                                 2.0        75%
                                            328.4                    303.3                                                178.9
 Total ..................................................................................................................................
                                                                                               8.3%                                           169.6           5.5%
 _________




Western Europe

The Group's Gross operating income in Western Europe increased by 12.6% to €242.0
million during the three months ended 31 March 2017 compared to €215.0 million during the
three months ended 31 March 2016. This was driven by a growth in the total fleet of 16.2%
and includes the impact of the acquisition of the Parcours fleet in France.

The Group's Total operating expenses in Western Europe increased during the three months
ended 31 March 2017 compared to the three months ended 31 March 2016, which was
primarily driven by increase in staff expenses of 13.9% as a consequence of the inclusion of
the Parcours staff costs in the first three months of 2017.

As a result of the above, the Group's profit before tax in Western Europe increased to €132.1
million during the three months ended 31 March 2017 compared to €116.9 million during the
three months ended 31 March 2016.

Northern Europe

The Group's Gross operating income in Northern Europe (Denmark, Finland, Norway and
Sweden) decreased by 20.0% to €34.8 million during the three months ended 31 March 2017
compared to €43.5 million during the three months ended 31 March 2016 despite a growth in
total fleet of 3%. This was due mainly to the termination of certain customer contracts
following the third party acquisition of one of the group’s Finnish clients and a lower
contribution from the car sales results.

The Group's Total operating expenses in Northern Europe during the three months ended 31
March 2017 was stable as compared to the three months ended 31 March 2016.

As a result of the above, the Group's profit before tax in Northern Europe decreased by 31.1%
to €19.9 million during the three months ended 31 March 2017 compared to €28.9 million
during the three months ended 31 March 2016.




                                                                                   - 135 -
Central & Eastern Europe

The Group's Gross operating income in Central & Eastern Europe (Austria, Belarus, Bulgaria,
Croatia, Czech Republic, Estonia, Greece, Hungary, Latvia, Lithuania, Poland, Slovakia,
Slovenia, Romania, Russia, Serbia, Switzerland, Turkey and Ukraine) increased by 10.4% to
€39.4 million during the three months ended 31 March 2017 compared to €35.7 million
during the three months ended 31 March 2016, with an increase in the total fleet of 19.9%
primarily due to the acquisition of MKB. The increase in Gross operating income was
primarily the result of higher used car results.

The Group's Total operating expenses in Central & Eastern Europe increased during the three
months ended 31 March 2017 compared to the three months ended 31 March 2016 which was
primarily driven by an increase in staff expenses of 19.6% of which the full costs of the MKB
staff was reflected in Q1 2017.

As a result of the above, the Group's profit before tax in Central & Eastern Europe increased
by 7.3% to €23.4 million during the three months ended 31 March 2017 compared to €21.8
million during the three months ended 31 March 2016.

South America, Africa and Asia

The Group's Gross operating income in South America, Africa and Asia (including Algeria,
Brazil, Chile, China, India, Kazakhstan, Mexico and Morocco) increased by 34.1% to €12.2
million during the three months ended 31 March 2017 compared to €9.1 million during the
three months ended 31 March 2016. This was driven by a growth in total fleet of 7.5% and
increases in services margins and Car sales results.

The Group's Total operating expenses in South America, Africa and Asia increased
significantly during the three months ended 31 March 2017 compared to the three months
ended 31 March 2016, which was primarily driven by an increase in staff costs of 23.5%.

As a result of the above, the Group's profit before tax in South America, Africa and Asia
increased to €3.5 million during the three months ended 31 March 2017 compared to €2.0
million during the three months ended 31 March 2016.




                                      - 136 -
9.3.2   Analysis of the results of operations for the years ended 31 December 2016 and 31
        December 2015

9.3.2.1 Results of Operations of the Group for the Years Ended 31 December 2016 and 31
        December 2015

        The following table summarises the Group's audited results for the years ended 31 December
        2016 and 2015.

                                                                                                                                             Year ended
                                                                                                                                            31 December

                                                                                                                                      2016                  2015       Change

                                                                                                                                             (€ millions)

         Leasing Contract Margin................................................................................................. 514.1                       431.6       19.1%
         Services Margin ................................................................................................................ 528.6               534.0       (1.0%)
         Car Sales Results .............................................................................................................. 201.5               207.2       (2.8%)
         GROSS OPERATING INCOME ...................................................................................                        1,244.2           1,172.8        6.1%
         Staff expenses .....................................................................................................................(342.5)         (306.3)       11.8%
         General & administrative expenses ....................................................................................(189.0)                       (169.4)       11.6%
         Depreciation and amortisation ............................................................................................ (21.5)                    (16.1)       33.5%
         Total operating expenses ..................................................................................................(553.1)                  (491.8)      12.5%
         Impairment charges on receivables .................................................................................... (23.8)                        (20.9)       13.9%
         Non-recurring income (expenses) ...................................................................................... (2.0)                         (57.0)     (96.5%)
         OPERATING RESULT                                                                                                             665.3                    603.1       10.3%
         Share of profit of associates and jointly controlled entities ............................................... 0.7                                       0.9     (22.2%)
         Profit before tax ................................................................................................................ 666.1              604.0      10.3%
         Income tax expense ............................................................................................................(150.4)              (174.7)     (13.9%)
         Net Income                                                                                                                         515.7             429.3        20.1%
         Net income attributable to non-controlling interests .......................................................... 4.0                                    5.0      (20.0%)
         Net Income attributable to Owners of the Company.................................................... 511.7                                           424.3       20.6%




        Gross operating income

        The Group's Gross operating income increased to €1,244.2 million during the year ended 31
        December 2016 compared to €1,172.8 million during the year ended 31 December 2015. The
        Group believes that the important drivers of Gross operating income were (1) a fleet growth
        of 14.0% including acquisitions (8.6% of organic fleet growth), (2) a decrease in the cost of
        services per car of 4.0%, in part due to the Group's increased purchasing power with suppliers,
        (3) an increasing Leasing Contract Margin over the period and (4) a stable market for the
        resale of used cars.




                                                                                       - 137 -
Leasing Contract Margin

The following table summarises the Group's Leasing Contract Margin for the years ended 31
December 2016 and 2015.



                                                                       Year ended
                                                                      31 December

                                                                   2016                  2015         Change

                                                                          (€ millions)

 Leasing contract revenue - operating leases                        3,424.5               3,112.7         10.0%
 Interest income from finance lease                                    72.0                  74.5        (3.4%)
 Other interest income                                                 24.2                  24.3        (0.4%)
 Leasing contract revenues                                           3,520.7               3,211.5         9.6%
 Leasing contract costs - depreciation                             (2,795.8)             (2,552.2)         9.5%
 Leasing contract costs –financing:
 Interest charges on loans from financial institutions              (165.2)               (195.4)       (15.5%)
 Interest charges on issued bonds                                     (21.7)                (30.2)      (28.1%)
 Other interest charges                                               (18.9)                 (4.2)       350.0%
 Total interest charges                                             (205.9)               (229.8)       (10.4%)
 Leasing contract costs – depreciation and financing               (3,001.7)             (2,781.9)        7.9%
 Total Unrealised gains/losses on financial instruments                (4.9)                    2.1    (333.3%)
 Leasing contract margin                                              514.1                 431.6        19.1%



The Group's Leasing Contract Margin income increased to €514.1 million during the year
ended 31 December 2016 compared to €431.6 million during the year ended 31 December
2015. This was primarily driven by growth in funded fleet of 16.9% and partially due to a
one-off re-allocation between Services and Leasing Contract Margin, which better reflects the
recognition of revenues following the implementation of a new quotation and back office
system in certain countries, as described below under "Services Margin". Furthermore,
Leasing contract costs–depreciation benefited in 2016 from the release of €14 million of
additional depreciation related to the Group’s Volkswagen fleet for which provisions of €15
million were recorded in 2015, as well as other additional depreciation of €30 million
recorded in 2015 versus other additional depreciation of only €15 million in 2016. Although
the Group's Leasing Contract Margin and interest charges are generally linked as described in
9.1.2.6 "Source and Cost of Funding", the component of Leasing contract revenue from
operating leases related to the interest for funding the leased vehicle over the lease period was
up on the period while interest charges were down. This was the result of changes in the
proportion of external and internal funding, with funding from Société Générale comprising
72.1% of funding at 31 December 2016 versus 67.0% at 31 December 2015, with Société
Générale funding being less expensive in 2016 than external funding (which had a weighted
average interest rate of 1.36% versus the total funding's weighted average interest rate of
1.28%).




                                                         - 138 -
Services Margin

The following table summarises revenues and costs of the Group's Services Margin for the
years ended 31 December 2016 and 2015.

                                                                                                                                            Year ended
                                                                                                                                           31 December
                                                                                                                                     2016                 2015         Change
                                                                                                                                               (€ millions)

   Services revenues ............................................................................................................... 1,667.0                1,574.6       5.9%
   Cost of services revenues ................................................................................................... (1,138.4)                (1,040.6)       9.4%
   Services Margin ................................................................................................................    528.6                  534.0     (1.0)%




The Group's Services Margin decreased to €528.6 million during the year ended 31 December
2016 compared to €534.0 million during the year ended 31 December 2015. The Services
Margin in 2016 were negatively impacted by a provision for anti-trust proceedings in Italy
(€9.8 million) and also negatively affected by the one-off re-allocations of margins between
Services Margin and Leasing Contract Margin to better reflect the recognition of revenues
following the implementation of new back office leasing and accounting software systems in
Italy and two other countries. The re-allocation of margins resulted from the fact that, prior to
2016, these countries assumed a standard funding margin recorded within Leasing Contract
Margin, with the balance of margins including any discounts being reflected wholly within
Services Margin. During 2016, when new back office leasing and accounting software
systems were deployed in these countries, the margins in the quotations for these countries
were reclassified between Services Margin and Leasing Contract Margin, which caused a
decrease in Services Margin and an increase in Lease Contract Margin.

Car Sales Results

The following table summarises the Group's audited car sale results for the years ended 31
December 2016 and 2015.

                                                                                                                                     Year ended
                                                                                                                                    31 December

                                                                                                                              2016                    2015            Change

                                                                                                                                     (€ millions)

Proceeds of cars sold .......................................................................................................... 2,377.7                2,045.5          16.2%
Cost of cars sold .................................................................................................................(2,176.2)          (1,838.3)          18.4%
Car Sales Results ..............................................................................................................   201.5                 207.2          (2.8)%



Total car sale results decreased to €201.5 million during the year ended 31 December 2016
compared to €207.2 million during the year ended 31 December 2015. This was
predominantly driven by higher volume but lower profit per unit sold.

Total operating expenses

The Group's Total operating expenses are composed of staff expenses, general and
administrative expenses and depreciation and amortisation of non-fleet related fixed assets.
The Group's Total operating expenses increased to €553.1 million during the year ended 31



                                                                                - 139 -
December 2016 compared to €491.8 million during the year ended 31 December 2015,
primarily as a result of a 11.8% increase in staff expenses (including IT) and a 11.6% increase
in general and administrative expenses to support the management of the growth in the
Group's total fleet of 14% between 2015 and 2016.

Staff expenses

The following table summarises the Group's personnel expenses for the years ended 31
December 2016 and 2015.

                                                                                                                                         Year ended
                                                                                                                                        31 December

                                                                                                                                2016                   2015       Change

                                                                                                                                        (€ millions)

 Wages and salaries..............................................................................................................(261.6)                (234.2)       11.7%
 Social security charges ....................................................................................................... (54.7)                  (47.8)       14.4%
 Defined post-employment costs ......................................................................................... (2.5)                            (2.8)     (10.7)%
 Other staff costs .................................................................................................................. (23.7)             (21.5)       10.2%
 Staff expenses ....................................................................................................................(342.5)             (306.3)      11.8%




The Group's staff expenses increased to €342.5 million during the year ended 31 December
2016 compared to €306.3 million during the year ended 31 December 2015. This increase
was primarily due to growth in headcount of 16.1% (of which the Parcours acquisition
contributed 435 staff) as well as an increase in salaries in accordance with Group policies.
The amount of staff expenses attributable to IT payroll and costs increased to €101.2 million
during the year ended 31 December 2016 compared to €89.9 million during the year ended 31
December 2015.

General and administrative expenses

General and administrative expenses mainly include IT costs (excluding payroll), property
costs, professional fees, advertising, travel and communication, equipment purchases and
maintenance and re-billing costs from Société Générale for services provided to the Group.
The following table summarises general and administrative expenses for the years ended 31
December 2016 and 2015.

                                                                                                                                         Year ended
                                                                                                                                        31 December

                                                                                                                                2016                   2015       Change

                                                                                                                                        (€ millions)

 General and administrative expenses
   IT (excluding payroll) ....................................................................................................          22.5              20.7         8.5%
   Premises..........................................................................................................................   26.5              24.5         8.5%
   Professional fees.............................................................................................................       39.2              33.3        17.7%
   Marketing .......................................................................................................................    11.7              12.7       (8.1)%
   Travel, telephone and postage........................................................................................                19.2              15.9        20.2%
   Maintenance & equipment .............................................................................................                18.6              16.5        12.9%




                                                                                - 140 -
                                                                                                                                                Year ended
                                                                                                                                               31 December

                                                                                                                                         2016                   2015       Change

                                                                                                                                                 (€ millions)
                                   22
              Central re-bill .............................................................................................................. 20.0                  22.0       (8.8)%
              Other ............................................................................................................................... 31.3           23.8        31.4%
          General and administrative expenses ............................................................................. 189.0                                 169.4       11.6%




         The Group's general and administrative expenses increased to €189.0 million during the year
         ended 31 December 2016 compared to €169.4 million during the year ended 31 December
         2015.

         Depreciation and amortisation

         The following table summarises the Group's audited depreciation and amortisation for the
         years ended 31 December 2016 and 2015.

                                                                                                                                                Year ended
                                                                                                                                               31 December

                                                                                                                                         2016                   2015       Change

                                                                                                                                                 (€ millions)

          Depreciation of other property and equipment .................................................................. (15.4)                                  (12.4)      24.2%
          Depreciation of intangible assets ........................................................................................ (6.1)                         (3.7)      64.9%
          Total depreciation and amortisation .............................................................................. (21.5)                               (16.1)      33.5%




         Depreciation and amortisation increased to €21.5 million during the year ended 31 December
         2016 compared to €16.1 million during the year ended 31 December 2015 mainly as a result
         of higher levels of non-fleet related property and equipment, including computers and
         leasehold improvements.

         Impairment Charges on Receivables

                                                                                                                                                Year ended
                                                                                                                                               31 December

                                                                                                                                         2016                   2015       Change

                                                                                                                                                 (€ millions)

          Impairment .......................................................................................................................... (29.4)            (27.3)        7.7%
          Reversal of impairment ...................................................................................................... 5.6                          6.4     (12.5)%
          Impairment charges on receivables ................................................................................ (23.8)                               (20.9)      13.9%




         The Group's impairment charges on customer receivables increased to €23.8 million during
         the year ended 31 December 2016 compared to €20.9 million during the year ended 31


22
     Central re-bill includes the services fees paid by the Group to Société Générale in relation to the services
     that Société Générale provides the Group under various service level agreements. See Section 6.6.3 –
     "Other Services".




                                                                                          - 141 -
December 2015, primarily as a result of the growth in receivables linked to a growth in the
overall fleet of 14% between 2015 and 2016.

Non-recurring income (expenses)

The Group's non-recurring expenses in both years resulted from the breakage costs incurred
due to the repayment of loans granted by Société Générale to the Group. The amounts were
lower in 2016 (€2.0 million) as compared to €57.0 million in 2015 due to a lesser amount of
loans being repaid in 2016, as discussed in Section 9.3.3.1 "Results of Operations of the
Group for the Years Ended 31 December 2015 and 31 December 2014".

Operating Result

As a result of the above, the Operating Result for 2016 increased to €665.3 million in 2016
from €603.1 million in 2015.

Share of profit of associates and jointly controlled entities

The Group's share of profit of associates and jointly controlled entities decreased to €0.7
million during the year ended 31 December 2016 compared to €0.9 million during the year
ended 31 December 2015 as a result of a reduced contribution to profitability from our
associates.

Income tax expense

The following table summarises the Group's audited income tax expense for the years ended
31 December 2016 and 2015.

                                                                                                                                       Year ended
                                                                                                                                      31 December

                                                                                                                               2016                   2015       Change

                                                                                                                                       (€ millions)

 Current tax ..........................................................................................................................(120.8)         (171.9)     (29.9)%
 Deferred tax ........................................................................................................................ (29.6)            (2.8)     957.1%
 Income tax expense ...........................................................................................................(150.4)                 (174.7)    (13.9)%




The Group's income tax expense decreased to €150.4 million during the year ended 31
December 2016 compared to €174.7 million during the year ended 31 December 2015. The
tax charge in 2015 was impacted by a provision made for non-deductible expenses of €22.7
million related to the breakage costs included within the non-recurring expenses. However, in
2016, this provision was released and the corresponding credit taken for the deductibility
which could have been claimed in 2015. As a result, if this credit had been taken in 2015, the
tax expense for 2015 would have been €151.7 million (normalized tax rate of 25.1%). In 2016,
without the reversal of the €22.7 million provision made in 2015, the tax expense would have
been €173.4 million (normalized tax rate of 26.0%).

In addition, in Italy, the 'Stability Law 2016' allows for a bonus depreciation allowance of 40%
for vehicles purchased between 15 October 2015 and 31 December 2016. As a result, it is
possible to claim 140% of the value of the car as depreciation, instead of claiming 100% as




                                                                                - 142 -
was the case prior to the law coming into effect. Based on the volume of additions to the fleet
in Italy during this period, this law will result in a tax benefit or savings in tax payments due
to additional depreciation amounts claimed of €75 million, which will be reflected in the
financial years 2016-2020. The tax benefits in each of these years will be as follows: 2016:
€11 million; 2017: €22 million; 2018: €21 million; 2019: €20 million and 2020: €1 million.

Net Income attributable to Owners of the Company

Net Income attributable to Owners of the Company increased to €511.7 million during the
year ended 31 December 2016 compared to €424.3 million during the year ended 31
December 2015. This was driven primarily by a 6.1% increase in Gross operating income and
a reduction in non-recurring expenses from 2015 of €55 million.

Key Performance Indicators (KPIs)

The following table summarises the Group's KPIs as of and for the years ended 31 December
2016 and 2015.

                                                                                                                        Year ended
                                                                                                                       31 December

                                                                                                                  2016                  2015             Change

                                                                                                                                      (€ millions, except
                                                                                                                                  percentages, bps and fleet
                                                                                                                                           numbers)
 Cost to Income Ratio(1) ..................................................................................................... 44.5%                 41.9%       6.2%
      Total operating expenses ............................................................................................ (553.1)                  (491.8)    12.5%
      Gross operating income ..............................................................................................1,244.2                   1,172.8     6.1%
 Return on Average Equity(2) ............................................................................................ 17.9%                      18.4%     (2.2)%
      Net Income attributable to owners of the company(3) ................................................ 511.7                                      424.3     20.6%
      Average shareholder's equity ......................................................................................2,853.9                     2,306.1    23.8%
 Earning Assets ................................................................................................................... 14,588           12,163     19.9%
      Rental fleet at net book value ..................................................................................... 14,075                    11,675     20.6%
      Finance lease receivables ........................................................................................... 513                        489       4.9%
 Return on Average Earning Assets(4) .............................................................................. 3.8%                              3.7%       2.7%
      Net Income attributable to owners of the company(3) ................................................ 511.7                                      424.3     20.6%
      Average Earning Assets.............................................................................................. 13,375                    11,435     17.0%
 Cost of Risk to Average Earning Assets Ratio(5) (in bps) .............................................. 18                                             18       0.0%
      Impairment charges on receivables ............................................................................ 23.8                              20.9     13.9%
      Average Earning Assets.............................................................................................. 13,375                    11,435     17.0%
 Total Fleet (in thousands of vehicles) ............................................................................... 1,376                         1,207    14.0%
 Fleet on Balance Sheet (in thousands of vehicles) ........................................................... 1,046                                   895     16.9%
 Effective Tax Rate ........................................................................................................... 22.6%                28.9%   (21.8)%
      Tax expense at effective rate ...................................................................................... (150.4)                   (174.7) (13.9)%
      Profit before tax .......................................................................................................... 666.1              604.0     10.3%
 _________
 (1) "Cost to Income Ratio" means Total operating expenses divided by Gross operating income.
 (2) "Return on Average Equity" means for any period, Net Income attributable to owners of the company for the financial
 period divided by the arithmetic average of shareholders' equity (before minority interests) at the beginning and end of the
 period.
 (3) "Net Income attributable to owners of the company" represents profit before tax, adjusted for income tax expenses and net
 income attributable to non-controlling interests, equal the proportion of the Group's net income recognised in relation to
 Société Générale's equity interests.
 (4) "Return on Average Earning Assets" means for any period, Net Income attributable to owners of the company for the
 financial period divided by the arithmetic average of Earning Assets at the beginning and end of the period.
 (5) "Cost of Risk to Average Earning Assets Ratio" means for any period, the impairment charges on receivables divided by
 the arithmetic average of Earning Assets at the beginning and end of the period.




                                                                    - 143 -
9.3.2.2 Summary of Results of Operations by Geographic Market for the Years Ended 31
      December 2016 and 31 December 2015

       The following table summarises audited results for the Group by geographic market for the
       years ended 31 December 2016 and 2015.

                                                         Gross operating income                                                             Profit before tax

                                                       Year ended                                                                Year ended
                                                      31 December                                                               31 December

                                                 2016                    2015                  Change                      2016                   2015          Change

                                                        (€ millions)                                                              (€ millions)


                                        913.0                    842.7                      8.3%
       Western Europe ...............................................................................................................
                                                                                                                      489.6                         411.3          18.6%

       Northern Europe...............................................................................................................
                                        150.4                    161.8                  (7.0)%                          92.7                        107.1         (13.4)%

       Central & Eastern
       Europe ...............................................................................................................................
                                                140.7                    135.0                     4.2%                         79.1                 80.5          (1.8)%


       South America,
                                                     40.0                    33.3                                                   4.6
       Africa and Asia.................................................................................................................
                                                                                                   20.1%                                                 5.1       26.1%
                                               1,244.2                  1,172.8                      6.1%                       666.0
       Total ..................................................................................................................................     604.0          10.3%


      Western Europe

      The Group's Gross operating income in Western Europe increased by 8.3% to €913.0 million
      during the year ended 31 December 2016 compared to €842.7 million during the year ended
      31 December 2015. This was driven by a growth in the funded fleet of 16.1%, of which 6.7%
      was due to the acquisition of Parcours in May 2016, and an increase in Leasing Contract
      Margins of €79.5 million partially offset by decreases in Services Margin and Car Sales
      Results. Service margins were impacted due to the impact of adjustments to Services Margin
      in Italy as mentioned in 9.3.2.1 above.

      The main countries contributing to Gross operating income in Western Europe in 2016 were
      France (€248.1 million, compared to €202.5 million in 2015), Italy (€169.6 million, compared
      to €143.3 million in 2015) and UK (€103.8 million, compared to €117.5 million in 2015).
      The increase in Gross operating income in France of €45.6 million was due mainly to the
      contribution of Parcours (€25.6 million). In Italy, the Gross operating income increased by
      €26.3 million due to an increase in Lease Contract Margins (€36.5 million), Car Sales Results
      (€7.8 million) and a reduction in Service Margins (€18.0 million). The Service Margins were
      impacted by the booking of a provision in Services Margin of €9.8 million relating to an anti-
      trust proceeding. The Gross operating income in the UK decreased by €13.7 million mainly
      due to a decrease in car sales results of €7.8 million resulting primarily from the impact of the
      devaluation of the GBP relative to the Euro (a negative impact of 14.7%) following the
      decision of the UK to exit the European Union.

      In 2016, the profit before tax was positively impacted by the decrease in non-recurring
      operating expenses (€(2.0) million in 2016 versus €(57.0) million in 2015) as discussed in
      9.3.2.1 above, as well as the overall growth in Gross operating income which was partly
      mitigated by an increase in operating expenses (mainly staff expenses) due to the acquisition
      of Parcours.




                                                                                         - 144 -
As a result of the above, the Group's profit before tax in Western Europe increased to €489.6
million during the year ended 31 December 2016 compared to €411.3 million during the year
ended 31 December 2015.

Northern Europe

The Group's Gross operating income in Northern Europe (Denmark, Finland, Norway and
Sweden) decreased by 7.0% to €150.4 million during the year ended 31 December 2016
compared to €161.8 million during the year ended 31 December 2015, despite a growth in
funded fleet of 3.6%. This decrease was primarily driven by a decrease in the Leasing
Contract Margins mainly due to the termination of certain customer contracts following the
third-party acquisition of one of the Group's Finnish clients.

The Group's Total operating expenses in Northern Europe increased during the year ended 31
December 2016 compared to the year ended 31 December 2015 which was primarily driven
by an increase in staff expenses resulting from staff reorganisations during 2016.

As a result of the above, the Group's profit before tax in Northern Europe decreased by 13.4%
to €92.7 million during the year ended 31 December 2016 compared to €107.1 million during
the year ended 31 December 2015.

Central & Eastern Europe

The Group's Gross operating income in Central & Eastern Europe (Austria, Belarus, Bulgaria,
Croatia, Czech Republic, Estonia, Greece, Hungary, Latvia, Lithuania, Poland, Slovakia,
Slovenia, Romania, Russia, Serbia, Switzerland, Turkey and Ukraine) increased by 4.2% to
€140.7 million during the year ended 31 December 2016 compared to €135.0 million during
the year ended 31 December 2015, with an increase in the funded fleet of 9.7%. The increase
in Gross operating income was primarily the result of an increase in the Car Sales Result of
€3.5 million, and an increase in Leasing Contract Margin of €12.3 million, partially mitigated
by a decrease in the Services Margin of €10.1 million..

The Group's Total operating expenses in Central & Eastern Europe increased during the year
ended 31 December 2016 compared to the year ended 31 December 2015 which was
primarily driven by an increase in staff expenses and general administration expenses arising
from the acquisition in 2016 of MKB in Hungary and Bulgaria.

As a result of the above, the Group's profit before tax in Central & Eastern Europe decreased
by 1.8% to €79.1 million during the year ended 31 December 2016 compared to €80.5 million
during the year ended 31 December 2015.




                                       - 145 -
        South America, Africa and Asia

        The Group's Gross operating income in South America, Africa and Asia (including Algeria,
        Brazil, Chile, China, India, Kazakhstan, Mexico and Morocco) increased by 20.1% to €40.0
        million during the year ended 31 December 2016 compared to €33.3 million during the year
        ended 31 December 2015. This was driven by a growth in the funded fleet of 8.3%, with an
        increase in Services Margins of €11 million partially offset by a reduction in Leasing Contract
        Margins.

        The Group's Total operating expenses in South America, Africa and Asia increased
        significantly during the year ended 31 December 2016 compared to the year ended 31
        December 2015, which was primarily driven by an increase in general and administrative
        expenses in Brazil due to an additional provision of €3 million for tax risks as noted in
        Section 4.3.9.

        As a result of the above, the Group's profit before tax in South America, Africa and Asia
        reduced to €4.6 million during the year ended 31 December 2016 compared to €5.1 million
        during the year ended 31 December 2015.

9.3.3   Analysis of the results of operations for the years ended 31 December 2015 and 31
        December 2014

9.3.3.1 Results of Operations of the Group for the Years Ended 31 December 2015 and 31
        December 2014

        The following table summarises the Group's audited results for the years ended 31 December
        2015 and 2014.

                                                                                                                                             Year ended
                                                                                                                                            31 December

                                                                                                                                      2015                  2014       Change

                                                                                                                                             (€ millions)

         Leasing Contract Margin................................................................................................. 431.6                        381.1      13.3%
         Services Margin ................................................................................................................ 534.0                445.5      19.9%
         Car sales result .................................................................................................................. 207.2             153.1      35.3%
         GROSS OPERATING INCOME ...................................................................................                        1,172.8             979.7      19.7%
         Staff expenses .....................................................................................................................(306.3)         (279.6)       9.5%
         General & administrative expenses ....................................................................................(169.4)                      (156.1)*       8.5%
         Depreciation and amortisation ............................................................................................ (16.1)                    (13.0)      23.8%
         Total operating expenses ..................................................................................................(491.8)                  (448.7)       9.6%
         Impairment charges on receivables .................................................................................... (20.9)                        (18.4)      13.6%
         Non-recurring income (expenses) ...................................................................................... (57.0)                           0.0           -
         OPERATING RESULT                                                                                                             603.1                    512.6      17.7%
         Share of profits from associates and jointly controlled entities ......................................... 0.9                                          0.6      50.0%
         Profit before tax ................................................................................................................ 604.0              513.2      17.7%
         Income tax expense ............................................................................................................(174.7)              (135.7)      28.7%
         Net Income                                                                                                                         429.3             377.5       13.7%
         Net income attributable to non-controlling interests .......................................................... 5.0                                    2.0      150.0%
         Net Income attributable to owners of the company ...................................................... 424.3                                        375.5       13.0%
        *Restated for respective application of IFRIC 21


        Gross operating income




                                                                                       - 146 -
The Group's Gross operating income increased to €1,172.8 million during the year ended 31
December 2015 compared to €979.7 million during the year ended 31 December 2014, as a
result of an increase in the Services Margin, the Leasing Contract Margin and the Car Sales
Results, which increased for the reasons discussed below.

Leasing Contract Margin

The following table summarises the Group's Leasing Contract Margin for the years ended 31
December 2015 and 2014.

                                                                       Year ended
                                                                      31 December

                                                                   2015                  2014        Change

                                                                          (€ millions)

 Leasing contract revenue - operating leases                         3,112.7               2,929.7       6.2%
 Interest income from finance lease                                     74.5                  62.8      18.6%
 Other interest income                                                  24.3                  22.9       6.1%
 Leasing contract revenues                                           3,211.5               3,015.4       6.5%
 Leasing contract costs - depreciation                             (2,552.2)             (2,379.1)       7.3%
 Leasing contract costs –financing:
 Interest charges on loans from financial institutions              (195.4)               (210.8)       (7.3%)
 Interest charges on issued bonds                                    (30.2)                (27.0)        11.9%
 Other interest charges                                               (4.2)                (19.2)      (78.1%)
 Total interest charges                                             (229.8)               (257.0)      (10.6%)
 Leasing contract costs – depreciation and financing               (2,781.9)             (2,636.1)        5.5%
 Total Unrealised gains/losses on financial instruments                  2.1                   1.8       16.7%
 Leasing contract margin                                              431.6                 381.1       13.3%




The Group's Leasing Contract Margin income increased to €431.6 million during the year
ended 31 December 2015 compared to €381.1 million during the year ended 31 December
2014. This was primarily driven by the growth in the funded fleet of 9.9%. The Leasing
contract costs – depreciation was impacted in 2015 by additional depreciation of €15 million
recorded following the effects of the Volkswagen diesel emissions scandal, which led the
Group to re-evaluate the residual value of its Volkswagen fleet vehicles. Although the
Group's Leasing Contract Margin and interest charges are generally linked as described in
9.1.2.6 "Source and Cost of Funding", the component of Leasing contract revenue from
operating leases related to the interest for funding the leased vehicle over the lease period was
up on the period while interest charges were down. This was the result of changes in the
proportion of external and internal funding, with funding from Societe Generale comprising
67.0% of funding at 31 December 2015 versus 72.5% at 31 December 2014, with Société
Générale funding being more expensive in 2015 than external funding (which had a weighted
average interest rate of 1.72% versus the total funding's weighted average interest rate of
1.87%).




                                                         - 147 -
Services Margin

The following table summarises revenues and costs of the Group's Services Margin for the
years ended 31 December 2015 and 2014.

                                                                                                                                            Year ended
                                                                                                                                           31 December
                                                                                                                                        2015              2014           Change
                                                                                                                                               (€ millions)
   Services revenues ...............................................................................................................     1,574.6              1,514.7       4.0%
   Cost of services revenues ...................................................................................................         1,040.6              1,069.3     (2.7)%
   Services Margin ................................................................................................................        534.0                445.5     19.9%




The Group's Services Margin increased to €534.0 million during the year ended 31 December
2015 compared to €445.5 million during the year ended 31 December 2014, primarily as a
result of increased profit margins on maintenance and insurance services, which have
increased as a result of efficiencies in various costs, particularly insurance. In particular, in
Italy, margins increased on insurance by €15 million from 2014 due to the internalisation of
the Italian insurance program to ALD Re in 2014, the full benefits of which were recorded in
2015.

Car Sales Results

The following table summarises the Group's audited car sale results for the years ended 31
December 2015 and 2014.

                                                                                                                                        Year ended
                                                                                                                                       31 December

                                                                                                                              2015                     2014             Change

                                                                                                                                        (€ millions)

Proceeds of cars sold .......................................................................................................... 2,045.5                1,786.4            14.5%
Cost of cars sold .................................................................................................................(1,838.3)          (1,633.3)            12.6%
Car Sales Results ..............................................................................................................       207.2             153.1             35.3%




Total car sale results increased to €207.2 million during the year ended 31 December 2015
compared to €153.1 million during the year ended 31 December 2014. This was driven
mainly by an increase in the car sales profit margin per car as the number of units sold was at
a similar level in both years. The increase in profit margin per car was primarily the result of a
combination of more prudent residual value setting and higher used car sales prices.

Total operating expenses

The Group's Total operating expenses are composed of staff expenses, general and
administrative expenses and depreciation and amortisation of non-fleet related fixed assets.
The Group's Total operating expenses increased to €491.8 million during the year ended 31
December 2015 compared to €448.7 million during the year ended 31 December 2014,
primarily as a result of a 9.5% increase in staff expenses and an 8.5% increase in general and
administrative expenses to support the management of the growth in the Group's total fleet of
9% between 2014 and 2015.




                                                                                - 148 -
Staff expenses

The following table summarises the Group's personnel expenses for the years ended 31
December 2015 and 2014.

                                                                                                                                         Year ended
                                                                                                                                        31 December

                                                                                                                                2015                   2014       Change

                                                                                                                                        (€ millions)

 Wages and salaries..............................................................................................................(234.2)                (210.6)       11.2%
 Social security charges ....................................................................................................... (47.8)                  (44.7)        6.9%
 Defined post-employment costs ......................................................................................... (2.8)                            (3.3)     (15.2)%
 Other staff costs .................................................................................................................. (21.5)             (21.1)        1.9%
 Staff expenses ....................................................................................................................(306.3)             (279.6)       9.5%




The Group's staff expenses increased to €306.3 million during the year ended 31 December
2015 compared to €279.6 million during the year ended 31 December 2014. This increase
was primarily due to growth in headcount of 6.2% as a result of increases in expenses related
to IT initiatives, as well as an increase in salaries in accordance with Group policies. The
amount of staff expenses attributable to IT payroll and costs increased to €89.9 million during
the year ended 31 December 2015 compared to €76.1 million during the year ended 31
December 2014.

General and administrative expenses

General and administrative expenses mainly include IT costs (excluding payroll), property
costs, professional fees, advertising, travel and communication, equipment purchases and
maintenance and re-billing costs from Société Générale for services provided to the Group.
The following table summarises general and administrative expenses for the years ended 31
December 2015 and 2014.

                                                                                                                                         Year ended
                                                                                                                                        31 December

                                                                                                                                2015               2014*          Change

                                                                                                                                        (€ millions)

 General and administrative expenses
   IT (excluding payroll) ....................................................................................................           20.7             18.4        12.2%
   Premises..........................................................................................................................    24.5             23.0         6.5%
   Professional fees.............................................................................................................        33.3             31.8         4.7%
   Marketing .......................................................................................................................     12.7              9.7        30.9%
   Travel, telephone and postage........................................................................................                 16.0             15.9         0.6%
   Maintenance & equipment .............................................................................................                 16.5             17.7       (6.8)%
   Central re-bill .................................................................................................................     22.0             21.5         2.3%
   Other ............................................................................................................................... 23.8             18.2        30.8%
 General and administrative expenses ............................................................................. 169.4                                 156.1        8.5%
*Restated for respective application of IFRIC 21


The Group's general and administrative expenses increased to €169.4 million during the year
ended 31 December 2015 compared to €156.1 million during the year ended 31 December
2014. The main areas of increase were IT costs (including a portion of professional fees paid
to IT consultants) and marketing costs. Central re-bill includes the services fees paid by the




                                                                                - 149 -
Group to Société Générale in relation to the services that Société Générale provides the Group
under various service level agreements. See Section 6.6.3 "Other Services".

Depreciation and amortisation

The following table summarises the Group's audited depreciation and amortisation for the
years ended 31 December 2015 and 2014.

                                                                                                                                      Year ended
                                                                                                                                     31 December

                                                                                                                              2015                   2014       Change

                                                                                                                                      (€ millions)

 Depreciation of other property and equipment .................................................................. (12.5)                                 (9.9)      26.3%
 Depreciation of intangible assets ........................................................................................ (3.7)                       (3.2)      15.6%
 Total depreciation and amortisation .............................................................................. (16.1)                             (13.0)     23.8%




Depreciation and amortisation increased to €16.1 million during the year ended 31 December
2015 compared to €13.0 million during the year ended 31 December 2014 mainly as a result
of higher levels of non-fleet related property and equipment, including computers and
leasehold improvements.

Impairment Charges on Receivables

                                                                                                                                      Year ended
                                                                                                                                     31 December

                                                                                                                              2015                   2014       Change

                                                                                                                                      (€ millions)

 Impairment .......................................................................................................................... (27.3)          (22.4)      21.9%
 Reversal of impairment ...................................................................................................... 6.4                        4.1      56.1%
 Impairment charges on receivables ................................................................................ (20.9)                             (18.4)     13.6%




The Group's impairment charges on customer receivables increased to €20.9 million during
the year ended 31 December 2015 compared to €18.4 million during the year ended 31
December 2014, primarily as a result of the growth in receivables linked to a growth in the
overall fleet of 9% between 2014 and 2015.

Non-recurring g income (expenses)

The Group's non-recurring expenses amounted to €57.0 million during the year ended 31
December 2015, resulting from one-off breakage costs incurred due to the repayment of loans
granted by Société Générale, with such debt repaid in connection with a corresponding debt
restructuring related to the internal capital management policy of Société Générale.

Operating Result

As a result of the above, the Operating Result for 2015 increased to €603.1 million in 2016
from €512.6 million in 2014.




                                                                                - 150 -
Share of profit of associates and jointly controlled entities

The Group's share of income from associates and JV’s increased to €0.9 million during the
year ended 31 December 2015 compared to €0.6 million during the year ended 31 December
2014 as a result of increases in the profitability of our associates.

Income tax expense

The following table summarises the Group's audited income tax expense for the years ended
31 December 2015 and 2014.

                                                                                                                                       Year ended
                                                                                                                                      31 December

                                                                                                                               2015                   2014       Change

                                                                                                                                       (€ millions)

 Current tax ..........................................................................................................................(171.9)         (136.3)       26.1%
 Deferred tax ........................................................................................................................ (2.8)               0.6    (566.7)%
 Income tax expense ...........................................................................................................(174.7)                 (135.7)      28.7%




The Group's income tax expense increased to €174.7 million during the year ended 31
December 2015 compared to €135.7 million during the year ended 31 December 2014. There
was an increase in the Effective Tax Rate from 26.4% to 28.9% due to a change in the
geographical mix of profits between 2014 and 2015 towards jurisdictions where the Group is
subject to a higher Effective Tax Rate as well as provisions related to tax proceedings in India
and Brazil.

Net Income attributable to owners of the company

Net Income attributable to owners of the company increased to €424.3 million during the year
ended 31 December 2015 compared to €375.5 million during the year ended 31 December
2014. This was driven primarily by a 19.7% increase in Gross operating income from growth
across all margins.

Key Performance Indicators (KPIs)

The following table summarises the Group's KPIs as of and for the years ended 31 December
2015 and 2014.

                                                                                                                                             Year ended
                                                                                                                                            31 December

                                                                                                                                      2015               2014     Change

                                                                                                                                      (€ millions, except
                                                                                                                                 percentages, bps and fleet
                                                                                                                                          numbers)
 Cost to Income Ratio(1) ..................................................................................................... 41.9%                 45.8%         (8.5)%
     Total operating expenses ............................................................................................ (491.8)                   (448.7)         9.6%
     Gross operating income ..............................................................................................1,172.8                     979.7         19.7%
 Return on Average Equity(2) ............................................................................................ 18.4%                      21.9%        (16.4)%
     Net Income attributable to owners of the company(3) ................................................ 424.3                                       375.5         13.0%
     Average shareholder's equity ......................................................................................2,306.1                      1715.2         34.5%
 Earning Assets( .................................................................................................................. 12,163           10,707         13.6%




                                                                                - 151 -
            Rental fleet at net book value ..................................................................................... 11,675        10,301  13.3%
            Finance lease receivables ........................................................................................... 489            406   20.4%
       Return on Average Earning Assets(4) .............................................................................. 3.7%                  3.6%    2.8%
       ( Net Income attributable to owners of the company(3) ................................................ 424.3                             375.5  13.0%
       1 Average Earning Assets.............................................................................................. 11,435           10,305  11.0%
       Cost
       )     of Risk to Average Earning Assets Ratio(5) (in bps) .............................................. 18                                18    0.0%
            Impairment charges on receivables ............................................................................ 20.9                  18.4  13.6%
       " Average Earning Assets.............................................................................................. 11,435           10,305  11.0%
       Total
       C      Fleet (in thousands of vehicles) ............................................................................... 1,207            1,107   9.0%
       Fleet
       o     on Balance Sheet (in thousands of vehicles) ........................................................... 895                         814   10.0%
       s
       Effective Tax Rate ........................................................................................................... 28.9%    26.4%    9.4%
       t Tax expense at effective rate ...................................................................................... (174.7)          (135.7) 28.7%
            Profit before tax .......................................................................................................... 604.0  513.2  17.7%
       t
       o(1) "Cost to Income Ratio" means Total operating expenses divided by Gross operating income.
       (2) "Return on Average Equity" means for any period, Net Income attributable to owners of the company for the financial
       period divided by the arithmetic average of shareholders' equity (before minority interests) at the beginning and end of the
       period.
       (3) "Net Income attributable to owners of the company " represents profit before tax, adjusted for income tax expenses and net
       income attributable to non-controlling interests, equal the proportion of the Group's net income recognised in relation to
       Société Générale's equity interests.
       (4) "Return on Average Earning Assets" means for any period, Net Income attributable to owners of the company for the
       financial period divided by the arithmetic average of Earning Assets at the beginning and end of the period.
       (5) "Cost of Risk to Average Earning Assets Ratio" means for any period, the impairment charges on receivables divided by
       the arithmetic average of Earning Assets at the beginning and end of the period.


9.3.3.2 Summary of Results of Operations by Geographic Market for the Years Ended 31
      December 2015 and 31 December 2014

       The following table summarises audited results for the Group by geographic market for the
       years ended 31 December 2015 and 2014.

                                                             Gross operating income                                                               Profit before tax

                                                         Year ended                                                                   Year ended
                                                        31 December                                                                  31 December

                                                   2015                     2014                   Change                       2015                   2014           Change

                                                          (€ millions)                                                                 (€ millions)


       Western Europe ...............................................................................................................
                                           842.7                     673.7                    25.1%                          411.3                        335.9          22.4%

       Northern Europe...............................................................................................................
                                           161.8                     146.2                    10.7%                          107.1                         97.3          10.1%

       Central & Eastern
       Europe ...............................................................................................................................
                                                   135.0                     130.7                      3.3%                           80.5                77.9           3.3%



       South America,
                                                       33.3                      29.0
       Africa and Asia.................................................................................................................
                                                                                                        15.0%                              5.1                1.9       168.6%
                                                   1172.7                      979.5                                                   604.0
       Total ..................................................................................................................................
                                                                                                        19.7%                                             513.0          17.7%
       _________




      Western Europe

      The Group's Gross operating income in Western Europe increased by 25.1% to €842.7
      million during the year ended 31 December 2015 compared to €673.7 million during the year
      ended 31 December 2014. This was driven by a growth (by number of contracts
      corresponding to a vehicle) in the funded fleet of 7.7% and an increase across all margins.




                                                                                        - 152 -
The main countries contributing to Gross operating income in Western Europe in 2015 were
France (€202.5 million, compared to €178.7 million in 2014), Italy (€143.3 million, compared
to €124.0 million in 2014) and UK (€117.5 million, compared to €89.3 million in 2014). The
increase in Gross operating income in France was due mainly to increases in the Services
Margins (€20.5 million) and Leasing Contract Margins (€23.7 million) primarily resulting
from a more favourable customer mix including SMEs. In Italy and the UK, the Gross
operating income increased largely due to a growth in funded fleet and an increase across all
margins.

In 2015, the increase in Gross operating income was partially mitigated by non-recurring
operating expenses (€(57.0) million in 2015 versus €0 million in 2014) as discussed in 9.3.3.1
above, as well as an increase in operating expenses resulting primarily from increases in staff
expenses to support the fleet growth and increases in general and administrative expenses
mainly due to investment in a new IT system in Italy.

As a result of the above, the Group's profit before tax in Western Europe increased to €411.3
million during the year ended 31 December 2015 compared to €335.9 million during the year
ended 31 December 2014.

Northern Europe

The Group's Gross operating income in Northern Europe (Denmark, Finland, Norway and
Sweden) increased by 10.7% to €161.8 million during the year ended 31 December 2015
compared to €146.2 million during the year ended 31 December 2014. This was driven by
fleet growth of 9.9%, and an increase in the Services Margin and Car sales results.

The Group's Total operating expenses in Northern Europe increased during the year ended 31
December 2015 compared to the year ended 31 December 2014, which was primarily driven
by an increase in staff expenses and increases in general and administrative expenses to
support the growth in the fleet..

As a result of the above, the Group's profit before tax in Northern Europe increased by 10.1%
to €107.1 million during the year ended 31 December 2015 compared to €97.3 million during
the year ended 31 December 2014.

Central & Eastern Europe

The Group's Gross operating income in Central & Eastern Europe (Austria, Belarus, Bulgaria,
Croatia, Czech Republic, Estonia, Greece, Hungary, Latvia, Lithuania, Poland, Slovakia,
Slovenia, Romania, Russia, Serbia, Switzerland, Turkey and Ukraine) increased by 3.3% to
€135.0 million during the year ended 31 December 2015 compared to €130.7 million during
the year ended 31 December 2014. This was primarily driven by a growth in funded fleet
21.4%, with the main increase in margins coming from the Leasing Contract Margin and, to a
lesser extetent, the Services Margin, while car sales results remained stable.

The Group's Total operating expenses in Central & Eastern Europe increased slightly during
the year ended 31 December 2015 compared to the year ended 31 December 2014, primarily
as a result of increased management requirements following the growth in the funded fleet.




                                       - 153 -
        As a result of the above, the Group's profit before tax in Central & Eastern Europe increased
        by 3.3% to €80.5 million during the year ended 31 December 2015 compared to €77.9 million
        during the year ended 31 December 2014.

        South America, Africa and Asia

        The Group's Gross operating income in South America, Africa and Asia (including Algeria,
        Brazil, Chile, China, India, Kazakhstan, Mexico and Morocco) increased by 15.0% to €33.3
        million during the year ended 31 December 2015 compared to €29.0 million during the year
        ended 31 December 2014. This was driven by a growth in funded fleet of 17.2%, with the
        main increase in margins coming from services, while the Leasing Contract Margin and car
        sales results remained stable.

        The Group's Total operating expenses in South America, Africa and Asia remained stable
        during the year ended 31 December 2015 compared to the year ended 31 December 2014.

        As a result of the above, the Group's profit before tax in South America, Africa and Asia
        increased by €3.2 million to €5.1 million during the year ended 31 December 2015. The
        Group's operation in South America, Africa and Asia are more recent operations that have not
        yet reached the same levels of stability of more mature markets.

9.4     CRITICAL ACCOUNTING POLICIES AND ESTIMATES

9.4.1   Revenue Recognition

        Revenue is measured at the fair value of the consideration received or receivable, and
        represents amounts receivable for goods supplied, stated net of discounts, returns and value
        added taxes. The Group recognises revenue when the amount of revenue can be reliably
        measured; when it is probable that future economic benefits will flow to the entity; and when
        specific criteria have been met for each of the Group’s activities, as described below.

        Revenues include the various components of the lease instalment, such as repair, maintenance
        and tyres, damage risk retention and depreciation.

        Service revenues are recognised at the time of receipt of monthly instalment payments from
        customers, except in the case of maintenance, where revenue is deferred and recognised in
        line with the cost curves for maintenance so that revenues and costs are matched as closely as
        possible.

        The interest portion of the lease instalment is classified under the caption “Leasing contract
        revenues”, using the effective interest method.

9.4.2   Finance and Operating Leases

        Operating Leases

        Operating leases are the Group's primary form of leasing contracts. A lease is classified as an
        operating lease if the Group retains substantially all the risks and rewards incidental to
        ownership.




                                               - 154 -
The cost of the operating lease cars comprise their purchase price and any incremental and
directly attributable costs of bringing the assets held for use in operating leases to working
condition for its intended use. Import duties and non-refundable purchase taxes are included
in the purchase price and any trade discounts are deducted when calculating the purchase
price. Furthermore, lease incentives and volume bonuses are also taken into account and
depreciated over the expected lease term. The carrying amount of the operating lease portfolio
is presented in the category ‘Rental Fleet’ on the balance sheet.

The operating lease instalments are fully recognised on a straight-line basis over the lease
term, with the exception of that portion considered to be service income. The instalments are
classified and presented in the following category in the income statement: (i) Leasing
contract revenues; and (ii) Services revenues.

Finance Leases

Car leases where substantially all the risks and rewards incident to ownership of an asset are
transferred by the Group to the lessee are classified as finance lease receivables. These
contracts are recognised as financial assets at an amount equal to the present value of the
minimum lease payments (including guaranteed residual value) and the unguaranteed residual
value accruing to the Group, after deduction of provisions deemed necessary in respect of bad
and doubtful debts and any accumulated impairment losses. Initial direct costs are included in
the initial measurement of the finance lease receivables.

The finance lease instalments can comprise various components each having its own revenue
recognition. The instalments are classified and presented in the following categories in the
income statement: (i) interest income (the difference between the gross receivable and the
present value of the receivable is unearned finance income and is recognised over the term of
the lease using the effective interest method), which makes up part of Leasing Contract
Margin; and (ii) services revenues (to the extent that services are included in the lease), which
makes up part of Services Margin.

Interest income on finance lease contracts is part of Leasing Contract Margin and is
recognised in the income statement on the basis of accruing interest income on the net
investment (using the effective interest method).The Group uses the net investment method to
allocate gross earnings, which excludes the effect of cash flows arising from taxes and
financing relating to a lease transaction. In addition:

        (i) The amount due from the lessee under a finance lease is recognised in the balance
        sheet as a receivable at an amount equal to the net investment in the lease. Over the
        lease term, rentals are apportioned between a reduction in the net investment in the
        lease and finance income. The net investment in a lease is equivalent to the gross
        investment discounted at the interest rate implicit in the lease.

        (ii) At any point in time during the lease term, the net investment is represented by
        the remaining minimum lease payments, less that part of the minimum lease
        payments that is attributable to interest.




                                        - 155 -
9.4.3   Own Damage Reserve

        In some of the larger European countries in which the Group operates, the Group does not
        externally insure the property damage to its vehicles and assumes the risk of damage to its
        fleet. In such countries, over the long run, the Group considers that insuring property damage
        to its fleet and theft of vehicles would be greater than or equal to actual costs of damages and
        theft. The Group thus maintains an Own Damage reserve to cover the eventual costs of
        damage to its fleet vehicles and the cost of damages related to collisions for which third
        parties are not involved and the cost of stolen or missing vehicles, as well as damages caused
        to the Group’s property, are expensed against this reserve as they are incurred. This Own
        Damage reserve is based on assumptions such as technical damage risk principles,
        policyholder behaviour, inflation and court decisions. The assumptions may differ from the
        actual data as a result of changes in economic and market conditions. Items that may impact
        on the adequacy of the reserves would include: adverse weather conditions which
        significantly increase the anticipated frequency of Own Damage claims (extreme winter
        weather), sudden inflation which pushes cost of repairs beyond anticipated levels,
        catastrophic natural events which cause damage to a significant number of vehicles, including
        hail, flood and earthquakes.

        ALD Re's provisions for Own Damage of €137.4 million are included within the Group
        provision of €187.7 million as of 31 December 2016, with provisions for Own Damage in
        other countries in which the Group operated making up the balance.

9.4.4   Residual Value

        For a discussion on how the Group calculates residual value within its fleet, see Chapter 9
        "Operating and Financial Review"—Section 9.1.2.4 "Operating Expenses".

9.4.5   Fair Value Estimation

        The Group analyses financial assets and liabilities by valuation method. The different levels
        have been defined as follows:

               Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level
                1).

               Inputs other than quoted prices included within level 1 that are observable for the
                asset or liability, either directly (that is, as prices) or indirectly (that is, derived from
                prices) (Level 2).

               Inputs for the asset or liability that are not based on observable market data (that is,
                unobservable inputs) (Level 3).

        The fair value of financial assets and liabilities is measured at amortised cost, except for
        receivables which fair value is deemed to be the nominal amount.

        Financial instruments in level 1




                                                 - 156 -
        The fair value of financial instruments traded in active markets is based on quoted market
        prices at the balance sheet date. A market is regarded as active if quoted prices are readily and
        regularly available from an exchange, dealer, broker, industry group, pricing service, or
        regulatory agency, and those prices represent actual and regularly occurring market
        transactions on an arm’s length basis. The quoted market price used for financial assets held
        by the group is the current bid price. These instruments are included in Level 1. Instruments
        included in Level 1 comprise primarily cash and cash equivalents and long-term investments.

        For further information, please refer to note 19 “Other noncurrent and current financial
        assets” of the consolidated financial statements for the year ended 31 December 2016 as set
        forth in Chapter 20 "Financial information concerning the Company's assets and liabilities,
        financial position, profits and losses" of this Registration Document.

        Financial instruments in level 2

        The fair value of financial instruments that are not traded in an active market (for example,
        over-the-counter derivatives) is determined by using valuation techniques. These valuation
        techniques maximise the use of observable market data where it is available and rely as little
        as possible on entity specific estimates. If all significant inputs required to fair value an
        instrument are observable, the instrument is included in level 2.

        If one or more of the significant inputs is not based on observable market data, the instrument
        is included in Level 3.

        Specific valuation techniques used to value financial instruments include:

               Quoted market prices or dealer quotes for similar instruments;

               The fair value of interest rate swaps is calculated as the present value of the estimated
                future cash flows based on observable yield curves;

               The fair value of forward foreign exchange contracts is determined using forward
                exchange rates at the balance sheet date, with the resulting value discounted back to
                present value;

               Other techniques, such as discounted cash flow analysis, are used to determine fair
                value for the remaining financial instruments.

        For further information, see note 24 "Financial assets and liabilities by category" of the
        consolidated financial statements for the year ended 31 December 2016 as set forth in Chapter
        20 "Financial information concerning the Company's assets and liabilities, financial position,
        profits and losses" of this Registration Document.

9.4.6   Pension Benefits

        The present value of the pension obligations depends on a number of factors that are
        determined on an actuarial basis using a number of assumptions. The assumptions used in
        determining the net cost (income) for pensions include the discount rate. Any changes in these
        assumptions will impact the carrying amount of pension obligations.




                                                - 157 -
        The Group determines the appropriate discount rate at the end of each year. This is the
        interest rate that is used to determine the present value of estimated future cash outflows
        expected to be required to settle the pension obligations. In determining the appropriate
        discount rate, the Group considers the interest rates of high-quality corporate bonds that are
        denominated in the currency in which the benefits will be paid and that have terms to maturity
        approximating the terms of the related pension obligation.

        Were the discount rate used to differ by +1% from management’s estimates, the carrying
        amount of pension obligations would be an estimated €2.7 million lower.

9.4.7   Income Taxes

        The Group is subject to income taxes in numerous jurisdictions. Significant judgment is
        required in determining the worldwide provision for income taxes. There are many
        transactions and calculations for which the ultimate tax determination is uncertain. The Group
        recognises liabilities for anticipated tax audit issues based on estimates of whether additional
        taxes will be due. Where the final tax outcome of these matters is different from the amounts
        that were initially recorded, such differences will impact the current and deferred income tax
        assets and liabilities in the period in which such determination is made.

9.4.8   Equity Reinvestment

        Equity invested in the Group by Société Générale is considered to be a long-term resource of
        10 year maturity and, due to the Group’s policy of matching assets and liabilities by maturity,
        the Group makes investments in long-term amortising deposits with Société Générale over 10
        year periods to effect this matching of assets and liabilities. The group also historically
        implemented equity replacement swaps in place of investments in long-term amortising assets
        but these were all terminated as of 31 March 2017.

9.4.9   Estimated Impairment of Goodwill

        The Group tests annually whether goodwill has suffered any impairment, in accordance with
        the accounting policy presented in note 2.7.1 of the consolidated financial statements for the
        year ended 31 December 2016 as set forth in Chapter 20 "Financial information concerning
        the Company's assets and liabilities, financial position, profits and losses" of this Registration
        Document. The recoverable amounts of cash generating units have been determined based on
        value-in- use calculations. These calculations require the use of estimates. The key
        assumptions calculating the value in use are those regarding discount rates, growth rates and
        other expected changes in cash flows. The Group uses a five year business plan for each of
        the CGU or group of CGUs identified.

        Based on the assumptions made by the Group, no need for impairment on goodwill has been
        identified as at 31 December 2016.




                                                - 158 -
9.5     CHANGE  IN   ACCOUNTING                      POLICIES,        RECLASSIFICATIONS               AND
        RESTATEMENTS

9.5.1   Impact of IFRS 9

        The IFRS 9 “Financial Instruments” standard, applicable to reporting periods commencing on
        or after 1 January 2018, aims to replace IAS 39. IFRS 9 determines new requirements for
        classifying and measuring financial assets and financial liabilities, the new credit risk
        impairment methodology for financial assets and hedge accounting treatment, except
        accounting for macro hedging for which the IASB currently has a separate draft standard.

        Classification and measurement

        Financial assets are required to be classified into three categories according to measurement
        methods to be applied (amortised cost, fair value through profit or loss and fair value through
        other comprehensive income). Classification will depend on the contractual cash flow
        characteristics of the instruments and the entity’s business model for managing its financial
        instruments.

        By default, financial assets will be classified as subsequently measured at fair value through
        profit or loss.

        Debt instruments (loans, receivables and bonds) will be measured at amortised cost only if the
        objective of the entity (business model) is to collect the contractual cash flows and if these
        cash flows consist solely of payments of principal and interest. Debt instruments will be
        measured at fair value through other comprehensive income (with cumulative gain or loss
        reclassified in profit or loss when the instruments are derecognised) if the objective of the
        entity (business model) is to collect the contractual cash-flows or to sell the instruments and if
        these contractual cash-flows consist solely of payments of principal and interest.

        Equity instruments will be measured at fair value through profit or loss except in case of
        irrevocable election made at initial recognition for measurement at fair value through other
        comprehensive income (provided these financial assets are not held for trading purposes and
        not classified as such in financial assets measured at fair value through profit or loss) without
        subsequent reclassification in income.

        Embedded derivatives will no longer be recognised separately when their host contracts are
        financial assets and the hybrid instrument in its entirety will then be measured at fair value
        through profit or loss.

        Requirements for the classification and measurement of financial liabilities contained in IAS
        39 have been incorporated into IFRS 9 without any modification, except for financial
        liabilities designated at fair value through profit or loss (using the fair value option). For these
        financial liabilities, the amount of change in their fair value attributable to changes in credit
        risk will be recognised in other comprehensive income without subsequent reclassification
        into income.

        Derecognition rules for financial assets and financial liabilities have been carried forward
        unchanged from IAS 39 to IFRS 9.




                                                 - 159 -
        Credit risk

        All debt instruments classified as financial assets measured at amortised cost or at fair value
        through other comprehensive income, as well as lease receivables, loan commitments and
        financial guarantee contracts, will be systematically subject to an impairment or a provision
        for expected credit losses upon initial recognition of the financial asset or commitment.

        At initial recognition, this expected credit loss will be equal to 12-month expected credit
        losses. This expected credit loss will subsequently be raised to lifetime expected credit losses
        if the credit risk on the financial instrument has increased significantly since its initial
        recognition.

        Hedge accounting

        This new standard will align hedge accounting more closely with risk management activities
        undertaken by companies when hedging their financial and non-financial risk exposures. The
        standard extends the scope of non-derivative financial instruments that could be considered as
        hedging instruments. Similarly, the scope of items that could be considered as hedged items is
        increased to include components of non-financial items. The standard also amends the
        approach for assessing hedge effectiveness. Additional disclosures are also required to explain
        both the effect that hedge accounting has had on the financial statements and the entity’s risk
        management strategy.

        The Group does not expect any material impact as result of the implementation of IFRS 9.

9.5.2   Impact of IFRS 15

        IFRS 15 “Revenue from contracts with customers” standard, applicable to reporting periods
        commencing on or after January 1, 2017, sets out the requirements for recognising revenue
        that apply to all contracts with customers.

        To recognise revenue, the following five steps would be applied: identification of the contract
        with the customer, identification of the performance obligations in the contract, determination
        of the transaction price, allocation of the transaction price to each performance obligation and
        revenue recognition when a performance obligation is satisfied.

        The Group is assessing the impact of IFRS 15.




                                                - 160 -
CHAPTER 10. LIQUIDITY AND CAPITAL RESOURCES

       This liquidity and capital resources discussion should be read together with the Group's
       unaudited interim condensed consolidated financial statements for the three months ended 31
       March 2017 (which include 31 March 2016 data as a comparative), and the Group’s audited
       consolidated financial statements for the financial years ended 31 December 2016, 2015 and
       2014 as they are provided in Chapter 20 "Financial information concerning the Company's
       assets and liabilities, financial position, profits and losses" of this Registration Document.

10.1   OVERVIEW

       The Group's principal sources of liquidity used to finance its capital requirements are cash
       flows from operations, available cash, capital markets financing activities and amounts
       available under its bank credit facilities. As a corporate, the Group has no regulatory liquidity
       requirements. The Group has demonstrated its ability over the years to fund an increasing part
       of its fleet through external funding: in particular, through its securitisation programs in
       Germany, Belgium, the Netherlands and the UK with €0.3bn issued in 2015, and through its
       bond program, with €1bn issued in 2015. The Group benefits from a combination of internal
       and external funding, with 72% of its funding provided by Société Générale in 2016, 12%
       provided by bond issuances, 11% provided by securitization and 5% provided by external
       loans. The Group's internal funding cost is equal to Société Générale's own funding cost with
       the addition of an arm’s length credit premium. The Group's combination of internal and
       external funding is expected to remain broadly unchanged following the contemplated listing
       of the Company's shares on Euronext Paris as Société Générale has committed to provide the
       majority of the Group's funding if requested by the Company.

       As a key principle, the Group seeks to match its assets and liabilities, in particular in duration,
       currency and type of rate and to manage liquidity risk by concluding funding that
       substantially matches the run-off profile of the leased assets and maintain cash balances as a
       cover for fluctuations in the Group’s liquidity needs. In terms of maturity, 55% of its funding
       sources have a maturity between 1 and 3 years, 26% of less than a year, 17% between 3 and 5
       years and 2% over 5 years as of 31 December 2016. In terms of currency, 74% of its funding
       sources are denominated in Euros, 12% in UK pounds, 2% in Swedish Kronor, 2% in Danish
       Krone and 10% in other currencies as of 31 December 2016. Finally, in terms of interest rates,
       81% of its funding sources have a fixed rate, 14% a floating rate covered by swap and 5% a
       floating rate not covered by swap. For further information, see Section 9.1.2.6 "Source and
       Cost of Funding" and Section 10.4.2.1 "Indebtedness.

10.2   FINANCIAL RESOURCES

              The Group has the sources of financing described below:

              Cash and cash equivalent as of 31 March 2017, 31 December 2016, 31 December
               2015, 31 December 2014 amounted to €185.4 million, €164.6 million, €330.9 million
               and €266.5 million, respectively.

              Borrowings and bonds: the Group has total third-party financial debt of €13,309.2,
               €12,866.8 million, €10,739.0 million and €10,239.8 million as of 31 March 2017, 31
               December 2016, 31 December 2015, respectively.




                                                - 161 -
                     See Section 10.3 "Cash Flows" and Section 10.4.2.1 "Indebtedness".

              The Group's central treasury monitors available liquid financing resources, including
       cash, and reports on a quarterly basis to management.

10.3   CASH FLOWS

       The following table summarises cash flow for the three months ended 31 March 2017 and
       2016 and the years ended 31 December 2016, 2015 and 2014.

                                                                                                                     Three months
                                                                                                                    ended 31 March                   Year ended 31 December

                                                                                                                    2017             2016            2016         2015        2014

                                                                                                                                                               (€ millions)

        Operating activities .............................................................................................................
                                                                                                                    (288.1)            (200.8)     (1,230.9)      (738.9)     (493.4)
        Investing activities ..............................................................................................................
                                                                                                                         37.2               29.5     (353.8)         29.2     (105.4)
        Financing activities .............................................................................................................
                                                                                                                       218.9              388.0      1,283.7        819.2       617.4




                                                                                     - 162 -
10.3.1     Analysis of the Group's Cash Flows for the Three Months Ended 31 March 2017 and
           2016

                                                                                                                                              Three months ended
                                                                                                                                                 31 December

                                                                                                                                            2017                 2016             Change

                                                                                                                                                      (€ millions)

            Profit before tax ............................................................................................................... 179.0                      169.5        5.6%
            Depreciation and provision.............................................................................................. 790.7                               709.1       11.5%
              Rental fleet .................................................................................................................... 763.6                    685.1       11.5%
              Other property and equipment ......................................................................................                      4.1                 3.0       36.7%
              Intangible assets ............................................................................................................           1.8                 0.7      157.1%
              Regulated provisions and contingency and expenses provisions ................................. 21.3                                                         20.2        5.4%
            Profit and losses on disposal of assets ............................................................................                       4.2                 2.4       75.0%
            Fair value of derivative financial instruments ............................................................. 34.7                                           (10.6)      427.4%
            Net interest income .......................................................................................................... (157.9)                     (117.1)       34.8%
              Interest charges .............................................................................................................. 67.7                        50.9       33.0%
              Interest income .............................................................................................................. (225.6)                   (168.0)       34.3%
            Other(1) .............................................................................................................................. (0.0)                  0.6    (100.0%)
            Amounts received for disposal of rental fleet ............................................................... 697.5                                          539.0       29.4%
            Amounts paid for acquisition of rental fleet .................................................................                       (1,938.9)           (1,589.8)       22.0%
            Change in working capital .............................................................................................. (52.2)                             (37.8)       38.1%
            Net interest paid ............................................................................................................... 175.0                      158.3       10.5%
              Interest paid .................................................................................................................... (62.7)                 (23.8)      163.4%
              Interest received ............................................................................................................. 237.7                      182.1       30.5%
            Income taxes paid ............................................................................................................ (20.2)                       (24.4)     (17.2%)
            Cash generated from operations (continuing activities) .............................................. (288.1)                                              (200.8)       43.5%
            Cash generated from operations (discontinued activities) ................................................           -                                            -            -
            Net Cash (outflow) from operating activities ................................................................ (288.1)                                      (200.8)       43.5%
            Proceeds from sale of other property and equipment ........................................................                         -                            -             -
            Acquisition of other property and equipment .................................................................... (14.1)                                      (5.6)       151.8%
            Divestments of intangible assets ........................................................................................           -                            -             -
            Acquisition of intangible assets .......................................................................................... (3.4)                            (2.2)        54.5%
            Proceeds of sale of financial assets ....................................................................................           -                            -             -
            Acquisition of financial assets (non-consolidated securities) ............................................                          -                        (2.0)       (100%)
            Effect of change in group structure ....................................................................................            -                            -             -
            Dividends received .............................................................................................................  0.0                        (0.0)             -
            Long term investment ......................................................................................................... 53.2                          33.9         56.9%
            Loans and receivables from related parties ........................................................................               0.1                          0.2      (50.0%)
            Other financial investment .................................................................................................      1.5                          5.2      (71.2%)
            Cash flows from investing activities (continuing activities) ......................................... 37.2                                                  29.5         26.1%
            Cash flows from investing activities (discontinued activities) ..........................................                           -                            -             -
            Net Cash inflow / (outflow) from investing activities ....................................................                       37.2                         29.5       26.1%
            Proceeds of borrowings from financial institutions ........................................................... 1,974.8                                     1,737.3        13.7%
            Repayment of borrowings from financial institutions .......................................................                (1,600.3)                     (1,321.2)        21.1%
            Proceeds of issued bonds ....................................................................................................    0.1                            0.0            -
            Repayment of issued bonds ................................................................................................ (0.1)                            (27.9)      (99.6%)
            Dividends paid to company's shareholders ........................................................................ (155.6)                                     (0.2)   77700.0%
            Dividends paid to minority interest ....................................................................................           -                              -            -
            Increase/decrease in capital ................................................................................................      -                              -            -
            Cash flows from financing activities (continuing activities) ........................................ 218.9                                                 388.0      (43.6%)
            Cash flows from financing activities (discontinued activities) ..........................................            -                                          -            -
            Net Cash inflow from financing activities ...................................................................... 218.9                                      388.0      (43.6%)
 _______________
(1) Consisting mainly of unrealised foreign exchange gains or losses.




                                                                                          - 163 -
10.3.1.1 Net cash flows from operating activities

        Net Cash outflows from operating activities during the three months ended 31 March 2017
        and 2016 was €288.1 million and €200.8 million, respectively primarily as a result of costs
        and lower net cash inflows from depreciation associated with the growth in the Group's fleet.

                        (i)      Profit before tax

        Profit before tax includes the results of the Group before taxes. Profit before tax increased to
        €179.0 million during the three months ended 31 March 2017 compared to €169.5 million
        during the three months ended 31 March 2016, primarily as a result of the growth in fleet
        during the quarter which resulted in an increase of Gross operating income (see Chapter 9
        "Operating and Financial Review"—Section 9.3.2.1 "Results of Operations of the Group for
        the three Months Ended 31 March 2017 and 31 December 2016").

                        (ii)     Depreciation and provision

        Depreciation and provision includes depreciation of rental fleet down to estimated residual
        values. Depreciation and provision increased to €790.7 million during the three months ended
        31 March 2017 compared to €709.1 million during the three months ended 31 March 2016,
        primarily as a result of a larger fleet in the first quarter of 2017 compared to 2016.

                        (iii)    Net interest income

        Net interest income includes interest charged in lease instalments to customers less interest
        costs borne on funding. Net interest income increased to €157.9 million during the three
        months ended 31 March 2017 compared to €117.1 million during the three months ended 31
        March 2016, primarily as a result of increased fleet numbers and a corresponding increase in
        funding to support the growth in the fleet.

                        (iv)     Amounts received for disposal of rental fleet

        Amounts received for disposal of rental fleet increased to €697.5 million during the three
        months ended 31 March 2017 compared to €539.0 million during the three months ended 31
        March 2016, primarily as a result of a higher number of cars being disposed of in the first
        quarter of 2017 compared to the first quarter of 2016. See Section 10.4.1.1 "Rental fleet" for
        the evolution of the rental fleet.

                        (v)      Amounts paid for acquisition of rental fleet

        Amounts paid for acquisition of rental fleet increased to €1,938.9 million during the three
        months ended 31 March 2017 compared to €1,589.8 million during the three months ended 31
        March 2016, primarily as a result of more vehicles being acquired in the first quarter of 2017
        compared to the first quarter of 2016.

                        (vi)     Change in working capital

        Working capital changes (comprising short term assets and liabilities) resulted in a net
        contribution to decrease in cash generated from operating activities of €52.2 million during
        the three months ended 31 March 2017 compared to a net contribution to decrease in cash




                                                - 164 -
        generated from operating activities of €37.8 million during the three months ended 31 March
        2016.

                        (vii)    Net interest paid

        Net interest paid on funding increased to €175.0 million during the three months ended 31
        March 2017 compared to €158.3 million during the three months ended 31 March 2016,
        primarily as a result of increased levels of funding to support the fleet growth.

                        (viii)   Income taxes paid

        Income taxes paid decreased to €20.2 million during the three months ended 31 March 2017
        compared to €24.4 million during the three months ended 31 March 2016.

10.3.1.2 Net cash flows from investing activities

        Net Cash outflows from investing activities during the three months ended 31 March 2017
        was €37.2 million compared to a net cash inflow in the three months ended 31 March 2016 of
        €29.5 million.

                        (i)      Acquisition of other property and equipment

        Acquisition of other property and equipment increased to €14.1 million during the three
        months ended 31 March 2017 compared to €5.6 million during the three months ended 31
        March 2016.

                        (ii)     Acquisition of intangible assets

        Acquisition of intangible assets increased to €3.4 million during the three months ended 31
        March 2017 compared to €2.2 million during the three months ended 31 March 2016.

                        (iii)    Long term investment

        Net cash inflows from long term investment amounted to €53.2 million during the three
        months ended 31 March 2017 compared to a net cash outflow of €33.9 million during the
        three months ended 31 March 2016, primarily as a result of the Group’s decision to unwind its
        long term deposits with Société Générale group which were previously used to reinvest
        equity.

                        (iv)     Other financial investment

        Net cash outflows from other financial investment amounted to €1.5 million during the three
        months ended 31 March 2017 compared to a net cash inflow of €5.2 million during the three
        months ended 31 March 2016, primarily as a result of lower investment in bonds and other
        short term investments by the Group’s reinsurance business in Ireland.

10.3.1.3 Net cash flows from financing activities

        Net Cash inflows from investing activities during the three months ended 31 March 2017 and
        2016 was €218.9 million and €388.0 million, respectively, primarily as a result of:




                                                - 165 -
                (i)     Proceeds of borrowings from financial institutions

Proceeds of borrowings from financial institutions increased to €1,974.8 million during the
three months ended 31 March 2017 compared to €1,737.3 million during the three months
ended 31 March 2016, primarily as a result of a net increase in funding in the first quarter of
2017 compared to the first quarter of 2016 which is linked to the higher fleet growth in the
first quarter of 2017 compared to the first quarter of 2016.

                (ii)    Repayment of borrowings from financial institutions

A higher repayment of borrowings from financial institutions of €1,600.3 million occurred
during the three months ended 31 March 2017 compared to €1,321.2 million repaid during the
three months ended 31 March 2016.

                (iii)   Proceeds from issued bonds

There were no bond issues during the three months ended 31 March 2017 and 31 March 2016.

                (iv)    Repayment of issued bonds

Repayment of issued bonds during the three months ended during the three months ended 31
March 2016 amounted to €27.9 million. There were no repayments during the three months
ended 31 March 2017.

                (v)      Dividends paid to company's shareholders

Dividends paid to company's shareholders of €155.6 million were made during the three
months ended 31 March 2017. No dividend payments made in the three months ended 31
March 2016,

                (vi)    Increase in capital

There were no changes to capital during the three months ended 31 March 2017 and 31
March 2016.




                                       - 166 -
10.3.2     Analysis of the Group's Cash Flows for the Years Ended 31 December 2016 and 31
           December 2015

                                                                                                                                                  Year ended
                                                                                                                                                 31 December

                                                                                                                                           2016               2015             Change

                                                                                                                                                   (€ millions)

            Profit before tax ............................................................................................................... 666.1               604.0           10.3%
            Depreciation and provision..............................................................................................2,876.6                     2,690.9             6.9%
              Rental fleet ....................................................................................................................2,846.2          2,656.6             7.1%
              Other property and equipment ...................................................................................... 15.3                             12.6            21.4%
              Intangible assets ............................................................................................................ 6.1                    3.7            64.9%
              Financial assets ..............................................................................................................          -              -                 -
              Regulated provisions and contingency and expenses provisions ................................. 9.0                                                   18.0          (50.0)%
            Profit and losses on disposal of assets ............................................................................ 9.9                                9.0           10.0%
            Fair value of derivative financial instruments ............................................................. (3.4)                                   (36.8)         (90.8)%
            Net interest income ..........................................................................................................(508.1)               (463.7)             9.6%
              Interest charges .............................................................................................................. 205.9               229.8          (10.4)%
              Interest income ..............................................................................................................(713.9)             (693.5)             2.9%
            Other(1) .............................................................................................................................. 1.5             0.4          275.0%
            Amounts received for disposal of rental fleet ...............................................................2,157.2                                1,814.0           18.9%
            Amounts paid for acquisition of rental fleet .................................................................                     (6,724.7)      (5,668.1)           18.6%
            Change in working capital ..............................................................................................(167.7)                        85.7        (295.7)%
            Net interest paid ............................................................................................................... 570.2               408.3           39.7%
              Interest paid ....................................................................................................................(171.0)         (315.9)          (45.9)%
              Interest received ............................................................................................................. 741.3               724.3             2.3%
            Income taxes paid ............................................................................................................(108.5)               (182.7)         (40.6)%
            Cash generated from operations (continuing activities) ..............................................                              (1,230.9)          (738.9)         66.6%
            Cash generated from operations (discontinued activities) ................................................                                  -                -
            Net Cash (outflow) from operating activities ................................................................               (1,230.9)                 (738.9)         66.6%
            Proceeds from sale of other property and equipment ........................................................                         -                      -
            Acquisition of other property and equipment .................................................................... (34.3)                               (27.6)         24.3%
            Divestments of intangible assets ........................................................................................           -                      -
            Acquisition of intangible assets .......................................................................................... (14.6)                     (7.5)         94.7%
            Proceeds of sale of financial assets ....................................................................................           -                      -
            Acquisition of financial assets (non-consolidated securities) ............................................ (0.2)                                           -
            Effect of change in group structure ....................................................................................(328.3)                          1.8    (18,338.9)%
            Dividends received .............................................................................................................    -                      -               -
            Long term investment ......................................................................................................... 90.2                     58.9          53.1%
            Loans and receivables from related parties ........................................................................ (14.9)                             (0.4)       3,625.0%
            Other financial investment ................................................................................................. (51.7)                      4.1     (1,361.0)%
            Cash flows from investing activities (continuing activities) .........................................(353.8)                                          29.2     (1,311.6)%
            Cash flows from investing activities (discontinued activities) ..........................................      -                                          -
                                                                                                                     (353.8)
            Net Cash inflow / (outflow) from investing activities ....................................................                                             29.2     (1,311.6)%
            Proceeds of borrowings from financial institutions ...........................................................           10,398.5                 7,098.5             46.5%
            Repayment of borrowings from financial institutions .......................................................              (8,872.3)              (7,240.7)             22.5%
            Proceeds of issued bonds .................................................................................................... 536.0               1,300.2           (58.8)%
            Repayment of issued bonds ................................................................................................(528.0)                 (769.1)           (31.3)%
            Dividends paid to company's shareholders ........................................................................(149.5)                          (100.1)             49.4%
            Dividends paid to minority interest .................................................................................... (0.9)                       (0.9)             0.0%
            Increase/decrease in capital ................................................................................................(100.2)                531.3          (118.9)%
            Cash flows from financing activities (continuing activities) ........................................1,283.7                                          819.2          56.7%
            Cash flows from financing activities (discontinued activities) ..........................................            -                                    -
                                                                                                                           1,283.7
            Net Cash inflow from financing activities ......................................................................                                      819.2          56.7%
 _______________
(1) Consisting mainly of unrealised foreign exchange gains or losses.




                                                                                          - 167 -
10.3.2.1 Net cash flows from operating activities

        Net Cash outflows from operating activities during the years ended 31 December 2016 and
        2015 was €1,230.9 million and €738.9 million, respectively primarily as a result of costs and
        depreciation associated with the growth in the Group's fleet.

                        (i)      Profit before tax

        Profit before tax includes the results of the group before taxes. Profit before tax increased to
        €666.1 million during the year ended 31 December 2016 compared to €604.0 million during
        the year ended 31 December 2015, primarily as a result of the growth in fleet during the year
        which resulted in an increase of Gross operating income (see Chapter 9 "Operating and
        Financial Review"—Section 9.3.2.1 "Results of Operations of the Group for the Years Ended
        31 December 2016 and 31 December 2015").

                        (ii)     Depreciation and provision

        Depreciation and provision includes depreciation of rental fleet down to estimated residual
        values. Depreciation and provision increased to €2,876.6 million during the year ended 31
        December 2016 compared to €2,690.9 million during the year ended 31 December 2015,
        primarily as a result of a larger fleet in 2016 compared to 2015.

                        (iii)    Net interest income

        Net interest income includes interest charged in lease instalments to customers less interest
        costs borne on funding. Net interest income increased to €508.1 million during the year ended
        31 December 2016 compared to €463.7 million during the year ended 31 December 2015,
        primarily as a result of increased fleet numbers and a corresponding increase in funding to
        support the growth in the fleet.

                        (iv)     Amounts received for disposal of rental fleet

        Amounts received for disposal of rental fleet increased to €2,157.2 million during the year
        ended 31 December 2016 compared to €1,814.0 million during the year ended 31 December
        2015, primarily as a result of a higher number of cars being disposed in 2016 compared to
        2015. See Section 10.4.1.1 "Rental fleet" for the evolution of the rental fleet.

                        (v)      Amounts paid for acquisition of rental fleet

        Amounts paid for acquisition of rental fleet increased to €6,724.7 million during the year
        ended 31 December 2016 compared to €5,668.1 million during the year ended 31 December
        2015, primarily as a result of more vehicles being acquired in 2016 compared to 2015.

                        (vi)     Change in working capital

        Working capital changes (comprising short term assets and liabilities) resulted in a net
        contribution to decrease in cash generated from operating activities of €167.7 million during
        the year ended 31 December 2016 compared to a net use of cash from operating activities of
        €85.7 million during the year ended 31 December 2015, primarily as a result of the
        improvement in working capital in a number of entities in 2015 from 2014 levels (primarily
        resulting from a reduction in receivables and extending payables).




                                                - 168 -
                        (vii)    Net interest paid

        Net interest paid on funding increased to €570.2 million during the year ended 31 December
        2016 compared to €408.3 million during the year ended 31 December 2015, primarily as a
        result of lower average interest rates and a decrease in the impact of foreign exchange losses
        in 2016 compared to 2015.

                        (viii)   Income taxes paid

        Income taxes paid decreased to €108.5 million during the year ended 31 December 2016
        compared to €182.7 million during the year ended 31 December 2015, primarily as a result of
        the reduction in the tax charges in 2016 due to the confirmation of deductibility of the non-
        recurring operating expenses.

10.3.2.2 Net cash flows from investing activities

        Net Cash outflows from investing activities during the year ended 31 December 2016 was
        €353.8 million compared to a net cash inflow in the year ended 31 December of €29.2
        million. This was mainly due to the acquisition of the Parcours group in May 2016.

                        (i)      Acquisition of other property and equipment

        Acquisition of other property and equipment increased to €34.3 million during the year ended
        31 December 2016 compared to €27.6 million during the year ended 31 December 2015,
        primarily as a result of other property and equipment assets acquired through the Parcours
        acquisition.

                        (ii)     Acquisition of intangible assets

        Acquisition of intangible assets increased to €14.6 million during the year ended 31
        December 2016 compared to €7.5 million during the year ended 31 December 2015, primarily
        as a result of the purchase of IT software for new operating systems in Italy and Germany.

                        (iii)    Long term investment

        Net cash inflows from long term investment amounted to €90.2 million during the year ended
        31 December 2016 compared to a net cash outflow of €58.9 million during the year ended 31
        December 2015, primarily as a result of the Group’s decision to unwind its long term deposits
        which were previously used to reinvest equity.

                        (iv)     Other financial investment

        Net cash outflows from other financial investment amounted to €51.7 million during the year
        ended 31 December 2016 compared to a net cash inflow of €4.1 million during the year ended
        31 December 2015, primarily as a result of an investment in bonds and other short term
        financial assets by the group’s reinsurance business in Ireland.

10.3.2.3 Net cash flows from financing activities

        Net Cash inflows from investing activities during the years ended 31 December 2016 and
        2015 was €1,283.7 million and €819.2 million, respectively, primarily as a result of higher net




                                                - 169 -
borrowings from financial institutions to support the increased funding required to support the
growth in the rental fleet.

                (i)     Proceeds of borrowings from financial institutions

Proceeds of borrowings from financial institutions increased to €10,398.5 million during the
year ended 31 December 2016 compared to €7,098.5 million during the year ended 31
December 2015, primarily as a result of a net increase in funding during 2016 compared to
2015 which is linked to the higher fleet growth (both organic and external) in 2016 compared
to 2015 as well as to replace a matured bond which was not renewed.

                (ii)    Repayment of borrowings from financial institutions

A higher repayment of borrowings from financial institutions of €8,872.3 million occurred
during the year ended 31 December 2016 compared to €7,240.7 million repaid during the year
ended 31 December 2015, primarily as a result of the growth in the fleet and the replacement
of debt of Parcours with new funding loans.

                (iii)   Proceeds from issued bonds

Proceeds from issued bonds decreased to €536.0 million during the year ended 31 December
2016 compared to €1,300.2 million during the year ended 31 December 2015, primarily as a
result of less bond issues during 2016.

                (iv)    Repayment of issued bonds

Repayment of issued bonds decreased to €528.0 million during the year ended 31 December
2016 compared to €769.1 million during the year ended 31 December 2015, primarily as a
result of fewer bonds maturing.

                (v)      Dividends paid to company's shareholders

Dividends paid to company's shareholders increased to €149.5 million during the year ended
31 December 2016 compared to €100.1 million during the year ended 31 December 2015, due
to the decision of the Board to increase the dividend in line with the improvement in the
Group’s net income.

                (vi)    Increase in capital

Decrease in capital amounted to €100.2 million during the year ended 31 December 2016
compared to an increase of €531.3 million during the year ended 31 December 2015. The
increase in capital in 2015 was linked to a debt restructuring operation carried out in 2015
resulting in repayment of loans granted by Société Générale. The decrease in capital in 2016
relates to the distribution from the share premium account of the dividend for the year.




                                       - 170 -
10.3.3     Analysis of the Group's Cash Flows for the Years Ended 31 December 2015 and 31
           December 2014

                                                                                                                                                 Year ended
                                                                                                                                                31 December

                                                                                                                                           2015              2014           Change

                                                                                                                                                  (€ millions)

            Profit before tax ............................................................................................................... 604.0              513.2         17.7%
            Depreciation and provision..............................................................................................2,690.9                    2,508.0          7.3%
              Rental fleet ....................................................................................................................2,656.6         2,434.3          9.1%
              Other property and equipment ...................................................................................... 12.6                             9.9         27.3%
              Intangible assets ............................................................................................................         3.7           3.4          8.8%
              Financial assets ..............................................................................................................          -           0.0
              Regulated provisions and contingency and expenses provisions ................................. 18.0                                                 60.4        (70.2%)
            Profit and losses on disposal of assets ............................................................................                     9.0          10.1       (10.9%)
            Fair value of derivative financial instruments ............................................................. (36.8)                                 (22.4)         64.3%
            Net interest income ..........................................................................................................(463.7)              (399.8)         16.0%
              Interest charges .............................................................................................................. 229.8              257.0        (10.6%)
              Interest income ..............................................................................................................(693.5)            (656.8)           5.6%
            Other(1) ..............................................................................................................................  0.4           0.6       (33.3%)
            Amounts received for disposal of rental fleet ...............................................................1,814.0                               2,025.9       (10.5%)
            Amounts paid for acquisition of rental fleet .................................................................                     (5,668.1)     (5,199.1)           9.0%
            Change in working capital .............................................................................................. 85.7                      (198.7)      (143.1%)
            Net interest paid ............................................................................................................... 408.3              396.5           3.0%
              Interest paid ....................................................................................................................(315.9)        (277.9)          13.7%
              Interest received ............................................................................................................. 724.3              674.3           7.4%
            Income taxes paid ............................................................................................................(182.7)              (127.6)         43.2%
            Cash generated from operations (continuing activities) ..............................................(738.9)                                          (493.4)      49.8%
            Cash generated from operations (discontinued activities) ................................................                                  -                -
            Net Cash (outflow) from operating activities ................................................................(738.9)                                  (493.4)      49.8%
            Proceeds from sale of other property and equipment ........................................................                        -                       -
            Acquisition of other property and equipment .................................................................... (27.6)                               (24.9)      10.8%
            Divestments of intangible assets ........................................................................................          -                       -
            Acquisition of intangible assets .......................................................................................... (7.5)                     (11.3)     (33.6%)
            Proceeds of sale of financial assets ....................................................................................          -                       -
            Acquisition of financial assets (non-consolidated securities) ............................................                         -                  (19.1)
            Effect of change in group structure ....................................................................................         1.8                     0.9     100.0%
            Dividends received .............................................................................................................   -                     0.0
            Long term investment ......................................................................................................... 58.9                   (26.4)    (323.1%)
            Loans and receivables from related parties ........................................................................ (0.4)                                5.4    (107.4%)
            Other financial investment .................................................................................................     4.1                  (30.1)    (113.6%)
            Cash flows from investing activities (continuing activities) .........................................                               29.2            (105.4)    (127.7%)
            Cash flows from investing activities (discontinued activities) ..........................................                               -                  -
            Net Cash inflow / (outflow) from investing activities .................................................... 29.2                                      (105.4)    (127.7%)
            Proceeds of borrowings from financial institutions ...........................................................7,098.5                             6,944.5          2.2%
            Repayment of borrowings from financial institutions .......................................................              (7,240.7)              (6,605.9)          9.6%
            Proceeds of issued bonds ....................................................................................................1,300.2                527.3        146.6%
            Repayment of issued bonds ................................................................................................(769.1)                 (252.0)        205.2%
            Dividends paid to company's shareholders ........................................................................(100.1)                               0.0
            Dividends paid to minority interest .................................................................................... (0.9)                       (2.7)       (66.7%)
            Increase/decrease in capital ................................................................................................ 531.3                    6.2      8,469.4%
            Cash flows from financing activities (continuing activities) ........................................ 819.2                                           617.4       32.7%
            Cash flows from financing activities (discontinued activities) ..........................................            -                                    -
            Net Cash inflow from financing activities ...................................................................... 819.2                                617.4       32.7%
 _______________
(1) Consisting mainly of unrealised foreign exchange gains or losses.




                                                                                          - 171 -
10.3.3.1 Net cash flows from operating activities

        Net Cash outflows from operating activities during the years ended 31 December 2015 and
        2014 was €738.9 million and €493.4 million, respectively primarily as a result of costs and
        depreciation associated with the growth in the Group's fleet.

                        (i)      Profit before tax

        Profit before tax includes the results of the group before taxes. Profit before tax increased to
        €604.0 million during the year ended 31 December 2015 compared to €513.2 million during
        the year ended 31 December 2014, primarily as a result of a growth in the fleet during the
        year and increases in the Services Margin, Financing Margin and Car Sales Results (see
        Chapter 9 "Operating and Financial Review"—Section 9.3.3.1 "Results of Operations of the
        Group for the Years Ended 31 December 2015 and 31 December 2014").

                        (ii)     Depreciation and provision

        Depreciation and provision includes depreciation of rental fleet down to estimated residual
        values. Depreciation and provision increased to €2,690.9 million during the year ended 31
        December 2015 compared to €2,508.0 million during the year ended 31 December 2014,
        primarily as a result of a larger fleet in 2015 compared to 2014.

                        (iii)    Net interest income

        Net interest income includes interest charged in lease instalments to customers less interest
        costs borne on funding. Net interest income increased to €463.7 million during the year ended
        31 December 2015 compared to €399.8 million during the year ended 31 December 2014,
        primarily as a result of increased fleet numbers and a corresponding increase in funding to
        support the growth in the fleet.

                        (iv)     Amounts received for disposal of rental fleet

        Amounts received for disposal of rental fleet decreased to €1,814.0 million during the year
        ended 31 December 2015 compared to €2,025.9 million during the year ended 31 December
        2014, primarily as a result of the lower associated book value of the cars being sold during
        2015 compared to 2014 due to the mix of cars being sold.

                        (v)      Amounts paid for acquisition of rental fleet

        Amounts paid for acquisition of rental fleet increased to €5,668.1 million during the year
        ended 31 December 2015 compared to €5,199.1 million during the year ended 31 December
        2014, primarily as a result of more vehicles being acquired in 2015 compared to 2014.

                        (vi)     Change in working capital

        Working capital changes (comprising short term assets and liabilities) resulted in a net
        contribution to increase in cash generated from operating activities of €85.7 million during the
        year ended 31 December 2015 compared to a net use of cash from operating activities of
        €198.7 million during the year ended 31 December 2014, primarily as a result of as a result of
        improvements in working capital management.




                                                - 172 -
                        (vii)    Net interest paid

        Net interest paid on funding increased to €408.3 million during the year ended 31 December
        2015 compared to €396.5 million during the year ended 31 December 2014, primarily as a
        result of an increase in funding in 2015 compared to 2014 which was partially mitigated by a
        corresponding smaller reduction in the cost of funding.

                        (viii)   Income taxes paid

        Income taxes paid increased to €182.7 million during the year ended 31 December 2015
        compared to €127.6 million during the year ended 31 December 2014, primarily as a result of
        the increased profits generated in 2015 compared to 2014.

10.3.3.2 Net cash flows from investing activities

        Net Cash inflows from investing activities during the year ended 31 December 2015 was
        €29.2 million compared to a net cash outflow in the year ended 31 December 2014 of €105.4
        million. This was mainly due to a net cash inflow of €58.9 million from long term
        investments in 2015 compared to a net cash outflow from long term investments in 2014 of
        €26.4 million due to a decrease in the amount on intangible assets being acquired.

                        (i)      Acquisition of other property and equipment

        Acquisition of other property and equipment increased to €27.6 million during the year ended
        31 December 2015 compared to €24.9 million during the year ended 31 December 2014,
        primarily as a result of the purchase of additional computers and some leasehold
        improvements.

                        (ii)     Acquisition of intangible assets

        Acquisition of intangible assets increased was €7.5 million during the year ended 31
        December 2015 compared to €11.3 million during the year ended 31 December 2014,
        primarily as a result of a lower amount of software acquisitions.

                        (iii)    Long term investment

        Net cash inflows from long term investment amounted to €58.9 million during the year ended
        31 December 2015 compared to a net cash outflow of €26.4 million during the year ended 31
        December 2014, primarily as a result of the change in equity replacement policy within the
        Group whereby maturing long term deposits were not renewed and replaced by equity swaps.

                        (iv)     Other financial investment

        Net cash inflows from other financial investment amounted to €4.1 million during the year
        ended 31 December 2015 compared to a net cash outflow of €30.1 million during the year
        ended 31 December 2014, primarily as a result of an investment in bonds and other short term
        financial assets by the Group’s reinsurance business in Ireland.




                                                - 173 -
10.3.3.3 Net cash flows from financing activities

        Net Cash inflows from investing activities during the years ended 31 December 2015 and
        2014 was €819.2 million and €617.4 million, respectively, primarily as a result of bond
        issuances and an injection of capital by Société Générale.

                        (i)     Proceeds of borrowings from financial institutions

        Proceeds of borrowings from financial institutions increased to €7,098.5 million during the
        year ended 31 December 2015 compared to €6,944.5 million during the year ended 31
        December 2014, primarily as a result of a net increase in funding during 2015 compared to
        2014 which is linked to the higher fleet growth in 2015 compared to 2014.

                        (ii)    Repayment of borrowings from financial institutions

        A higher repayment of borrowings from financial institutions of €7,240.7 million occurred
        during the year ended 31 December 2015 compared to €6,605.9 million repaid during the year
        ended 31 December 2014, primarily as a result of the substitution of funding from financial
        institutions with increased funding from bonds.

                        (iii)   Proceeds from issued bonds

        Proceeds from issued bonds increased to €1,300.2 million during the year ended 31 December
        2015 compared to €527.3 million during the year ended 31 December 2014, primarily as a
        result of higher bond issues in 2015 compared to 2014 for the reasons stated above.

                        (iv)    Repayment of issued bonds

        Repayment of issued bonds increased to €769.1 million during the year ended 31 December
        2015 compared to €252.0 million during the year ended 31 December 2014, primarily as a
        result of the higher maturity levels of prior bond issues during 2015 compared to 2014.

                        (v)     Dividends paid to company's shareholders

        Dividends paid to company's shareholders increased to €100.1 million during the year ended
        31 December 2015 compared to nil during the year ended 31 December 2014, primarily as a
        result of a decision in 2015 by the company’s shareholders to pay a dividend out of retained
        earnings.

                        (vi)    Increase in capital

        Increase in capital increased to €531.3 million during the year ended 31 December 2015
        compared to €6.2 million during the year ended 31 December 2014, as a result of an injection
        of capital by Société Générale in 2015 (see Chapter 9 "Operating and Financial Review"—
        Section 9.3.3.1 "Results of Operations of the Group for the Years Ended 31 December 2015
        and 31 December 2014").




                                               - 174 -
10.4     FINANCIAL POSITION AS AT 31 MARCH 2017 AND 31 DECEMBER 2016, 2015
         AND 2014

10.4.1   Assets

         The following table summarises audited financial information about the Group's assets as at
         each of the dates indicated.

                                                                        As at 31 March                                      As at
                                                                             2017                                       31 December                                 Change

                                                                             unaudited                     2016                2015                  2014    2016/2015    2015/2014

                                                                                                                          (€ millions)

          Rental fleet ..........................................................................................................................
                                                                                 14,573.6             14,075.0              11,674.6              10,300.9       20.6%          13.3%
          Other property and equipment ............................................................................................
                                                                                        81.3                  75.3                 46.4               39.8       62.1%          16.8%
          Goodwill .............................................................................................................................
                                                                                      424.7                 424.4                191.7               178.4      121.4%           7.4%
          Other intangible assets ........................................................................................................
                                                                                        30.6                  29.0                 19.9               16.9       45.6%          17.8%
          Investments in associates and                                                   6.4
            jointly controlled entities ................................................................................................
                                                                                                                6.0                  5.6               4.9        7.1%          14.2%
          Derivative financial instruments ........................................................................................
                                                                                          6.8                 68.9                 65.0               85.1        6.1%        (23.7)%
          Deferred tax assets ..............................................................................................................
                                                                                      121.3                 123.6                123.6               109.1        0.5%          13.3%
                                                                                      927.4                 980.2             1,072.5
          Other non-current financial assets ......................................................................................                1,146.7      (8.6)%         (6.5)%
          Non-current assets ............................................................................................................
                                                                                16,172.1             15,782.4              13,199.4              11,881.9       19.6%          11.1%
          Inventories ..........................................................................................................................
                                                                                     206.0                 209.5                173.9               161.8        20.4%           7.5%
          Receivables from clients and                                            1,333.7
            financial institutions ........................................................................................................
                                                                                                        1,270.4              1,089.2                972.2        16.6%          12.0%
          Corporate income tax receivable ........................................................................................
                                                                                       77.8                113.3                128.4                71.6      (11.5)%          79.3%
          Other receivables and prepayments ....................................................................................
                                                                                     708.3                 670.8                503.3               522.8        33.3%         (3.7)%
          Derivative financial instruments ........................................................................................
                                                                                       15.0                    9.4                64.4               15.0      (85.5)%        329.3%
          Other current financial assets .............................................................................................
                                                                                     286.3                 288.4                237.6               243.9        21.4%         (2.6)%
                                                                                     185.4                 164.6                330.9
          Cash and cash equivalents ..................................................................................................              266.5      (50.3)%          24.2%
                                                                                 2,812.6               2,726.2              2,527.7
          Current assets ...................................................................................................................     2,253.8         7.9%          12.2%
                                                                               18,984.7             18,508.6              15,727.1
          Total assets ........................................................................................................................ 14,135.7        17.7%          11.3%



         The main assets of the Group comprise its rental fleet and receivables from clients and
         financial institutions.

10.4.1.1 Rental fleet

         Rental fleet corresponds to primarily the opening net book value of the Group's fleet of
         leasable vehicles at the beginning of a given period after additions and disposals to the fleet
         and depreciation charges.

         The following table sets forth an overview of rental fleet and changes therein for each of the
         periods indicated.

                                                                                                                                                                     (€ millions)
          As at 1 January 2014
            Cost .................................................................................................................................                           13,949.5
              Accumulated depreciation and impairment ...................................................................                                                    (4,381.0)
          Carrying amount as at 1 January 2014 ..........................................................................                                                      9,568.4
          Year ended 31 December 2014
            Opening net book amount ..............................................................................................                                             9,568.4
            Additions ........................................................................................................................                                 5,199.1
            Disposals ........................................................................................................................                               (2,025.9)
            Acquisition of a subsidiary ............................................................................................                                                 -
            Depreciation charge .......................................................................................................                                      (2,434.3)




                                                                                            - 175 -
     Transfer (included transfer to inventories) ....................................................................                               -
     Currency translation differences ....................................................................................                      (6.3)
 Closing net book amount as at 31 December 2014 ........................................................                                    10,300.9
 As at 31 December 2014
   Cost .................................................................................................................................   14,919.4
     Accumulated depreciation and impairment ...................................................................                            (4,618.5)
 Closing net book amount as at 31 December 2014 ........................................................                                    10,300.9
 Year ended 31 December 2015
   Opening net book amount ..............................................................................................                   10,300.9
   Additions ........................................................................................................................         5,668.1
   Disposals ........................................................................................................................       (1,814.0)
   Acquisition of a subsidiary ............................................................................................                     160.3
   Depreciation charge .......................................................................................................              (2,656.6)
   Transfer (included transfer to inventories) ....................................................................                              18.9
     Currency translation differences ....................................................................................                       (3.0)
 Closing net book amount as at 31 December 2015 ........................................................                                    11,674.6
 As at 31 December 2015
   Cost .................................................................................................................................   16,550.7
     Accumulated depreciation and impairment ...................................................................                            (4,876.1)
 Closing net book amount as at 31 December 2015 ........................................................                                    11,674.6
 Year ended 31 December 2016
   Opening net book amount ..............................................................................................                   11,674.6
   Additions ........................................................................................................................         6,724.8
   Disposals ........................................................................................................................       (2,157.2)
   Acquisition of a subsidiary ............................................................................................                     876.4
   Depreciation charge .......................................................................................................              (2,846.2)
   Transfer (included transfer to inventories) ....................................................................                               0.2
     Currency translation differences ....................................................................................                    (197.6)
 Closing net book amount as at 31 December 2016 ........................................................                                    14,075.0
 As at 31 December 2016
   Cost .................................................................................................................................   19,539.8
     Accumulated depreciation and impairment ...................................................................                            (5,464.8)
 Closing net book amount as at 31 December 2016 ........................................................                                    14,075.0
 Three months ended 31 March 2017
   Opening net book amount ..............................................................................................                   14,075.0
   Additions ........................................................................................................................        1,938.9
   Disposals ........................................................................................................................        (697.5)
   Acquisition of a subsidiary ............................................................................................                        -
   Depreciation charge .......................................................................................................               (763.6)
   Transfer (included transfer to inventories) ....................................................................                                -
     Currency translation differences ....................................................................................                      20.9
 Closing net book amount as at 31 March 2017.............................................................                                   14,573.6
 As at 31 March 2017
   Cost .................................................................................................................................   20,187.8
     Accumulated depreciation and impairment ...................................................................                            (5,614.2)
 Closing net book amount as at 31 March 2017.............................................................                                   14,573.6




Rental fleet increased by €498.6 million, or 3.5%, from €14,075 million as at 31 December
2016 to €14,573.6 million as at 31 March 2017. This increase was primarily as result of the
growth in funded fleet of 2.3% during the quarter.

Rental fleet increased by €2,400.4 million, or 20.6%, from €11,674.6 million as at 31
December 2015 to €14,075 million as at 31 December 2016. This increase was primarily as a
result of the growth in funded fleet of 16.9% during the year.

Rental fleet increased by €1,373.7 million, or 13.3%, from €10,300.9 million as at 31
December 2014 to €11,674.6 million as at 31 December 2015. This increase was primarily
due to the increase in funded fleet of 9.9%.




                                                                                   - 176 -
        The residual value of the Group's lease portfolio was €8,888 million, €7,287 million and
        €6,297 million as at 31 December 2016, 2015 and 2014 respectively.

10.4.1.2 Other non-current financial assets

        Other non-current financial assets includes long-term equity reinvestments resulting from the
        policy of the Group and Société Générale to match the Group's assets and liabilities by
        maturity. See Chapter 9 "Operating and Financial Review"—Section 9.4.8 "Equity
        Reinvestment".

        As at 31 March 2017, other non-current financial assets decreased by €52.7 million to €927.4
        million, compared to €980.1 million as at 31 December 2016, €1,072.5 million as at 31
        December 2015 and €1,146.7 million as at 31 December 2014. The decreases in the quarter
        ending 31 March 2017 and in the years ending 31 December 2016 and 31 December 2015
        were primarily a result of the Group’s decision to stop further reinvesting in any matured long
        term deposits.

10.4.1.3 Receivables from clients and financial institutions

        The following table summarises audited receivables from clients and financial institutions as
        at each of the dates indicated.

                                                                                      As at 31
                                                                                      March                                     As at
                                                                                       2017                                 31 December                            Change

                                                                                     unaudited                 2016                2015           2014      2016/2015   2015/2014

                                                                                                                              (€ millions)

         Amounts receivable under finance lease
           contracts ..........................................................................................................................
                                                                                           531.9                 512.5                488.7        405.8         4.9%        20.4%
         Amounts receivable from financial
           institutions .......................................................................................................................
                                                                                             26.9                  31.7                 18.6        21.4        70.4%       (13.1)%
         Trade receivables ................................................................................................................
                                                                                           860.2                 812.0                662.0        618.8        22.7%          7.0%
         Provision for impairment of trade
                                                                                             85.3               (85.8)                (80.2)
           receivables .......................................................................................................................     (73.9)        7.0%         8.5%
         Total receivables from clients and
                                                                               1,333.7               1,270.4              1,089.2
          financial institutions......................................................................................................             972.2       16.6%         12.0%



        Receivables from financial institutions include receivables from financial institutions and are
        mainly in respect of Société Générale. Receivables from clients include receivables under
        finance lease contracts and trade receivables.

        As at 31 March 2017, receivables from clients and financial institutions increased by €63.3
        million to €1,333.7 million, compared to €1,270.4 million as at 31 December 2016, €1,089.2
        million as at 31 December 2015 and €972.2 million as at 31 December 2014 as a result of an
        increase in finance lease contracts, as well as an increase in trade receivables million due
        primarily to higher fleet volumes.

        The Group recognises impairment allowances for its receivables, of which the balance is
        included in the trade receivables presented above. The following table sets forth information
        about the changes in impairments on receivables for each of the periods indicated.




                                                                                         - 177 -
                                                                                   As at 31
                                                                                   March                                       As at
                                                                                    2017                                   31 December                               Change

                                                                                  unaudited                  2016                 2015              2014      2016/2015    2015/2014

                                                                                                                            (€ millions)

        Balance at January 1 ...........................................................................................................
                                                                                (85.8)               (80.2)                (73.9)                    (69.1)        8.5%           6.5%
        Net impairment charges ......................................................................................................
                                                                                  (5.3)              (23.8)                (20.9)                    (18.4)       13.9%          13.6%
        Receivables written off .......................................................................................................
                                                                                     5.4                22.4                  14.6                     15.0       53.4%         (2.7)%
        Movement in finance lease provision.................................................................................
                                                                                     0.5               (1.1)                 (0.2)                    (0.7)      450.0%        (71.4)%
                                                                                  (0.1)                (3.1)                    0.2
        Currency translation differences ........................................................................................                     (0.6)   (1,650.0)%      (133.3)%
                                                                          (85.3)               (85.8)                (80.2)
        Balance at December 31 ...................................................................................................                   (73.9)        7.0%          8.5%



       Net impairment charges increased by €2.9 million, or 13.9%, from €20.9 million in the year
       ended 31 December 2015 to €23.8 million in the year ended 31 December 2016. In the three
       months ended 31 March 2017, net impairment charges amounted to €5.3 million. Net
       impairment charges increased by €2.5 million, or 13.6%, from €18.4 million in 2014 to €20.9
       million in 2015. For details regarding the changes in net impairment charges, see Chapter 9.

10.4.1.4 Other receivables and prepayments

       Other receivables and prepayments primarily correspond to receivables related to VAT and
       other taxes and prepaid expenses.

       The following table summarises audited other receivables and prepayments as at each of the
       dates indicated.

                                                                                   As at 31
                                                                                   March                                       As at
                                                                                    2017                                   31 December                               Change

                                                                                  unaudited                  2016                 2015              2014      2016/2015    2015/2014

                                                                                                                         (€ millions)

        VAT and other taxes ...........................................................................................................
                                                                                      282.3                 298.8                201.6              137.6       48.2%         46.5%
        Prepaid motor vehicle tax and insurance
          premiums .........................................................................................................................
                                                                                        98.3                  70.9                 58.1              51.8       22.0%        12.2%
        Reclaimable damages .........................................................................................................
                                                                                        11.3                    9.3                  7.3              2.3       27.4%       217.4%
        Prepaid expenses.................................................................................................................
                                                                                      171.5                 163.7                131.4              106.6       24.6%        23.3%
                                                                                      144.9                 128.1                104.9
        Other ...................................................................................................................................   224.6       22.0%      (53.3)%
        Total other receivables and
                                                                            708.3                 670.8                503.3
         prepayments ..................................................................................................................             522.8      33.3%          (3.7)%



       As at 31 March 2017, other receivables and prepayments increased by €37.5 million,
       compared to €670.8 million as at 31 December 2016, €503.3 million as at 31 December 2015
       and €522.8 million as at 31 December 2014. The increases at the end of the first three months
       of 2017 and as at the end of 2016 was primarily a result of higher commissions paid and the
       decrease in 2015 was primarily a result of a decrease in the other receivables, which include
       rebates receivables from dealers and manufacturers and fuel and other costs to be re-billed to
       customers.




                                                                                          - 178 -
10.4.1.5 Goodwill

         As at 31 March 2017, goodwill amounted to €424.7 million, as compared to €424.4 million,
         at the end of 2016, €191.7 million at the end of 2015 and €178.4 million in 2014 (see Note 16
         of the consolidated financial statements for the financial year ended 31 December 2016
         included in Section 20.1 "Consolidated Annual Financial Statements" of this Registration
         Document).

10.4.1.6 Other current financial assets

         Other current financial assets includes short term cash deposits due to mature within one year.

         As at 31 March 2017, other current financial assets decreased by €2.1 million to €286.3
         million, compared to €288.4 million as at 31 December 2016, €237.6 million as at 31
         December 2015 and €243.9 million as at 31 December 2014. The increase in 2016 and the
         first three months of 2017 was primarily a result of the Group’s decision to stop reinvesting
         its equity in long term deposits.

10.4.2   Equity and Liabilities

         The Group's main liabilities are indebtedness and trade and other payables. The following
         table summarises audited financial information about the Group's equity and liabilities as at
         each of the dates indicated.

                                                                                  As at 31                                 As at
                                                                                  March                                31 December                                  Change

                                                                                     2017                2016                2015                  2014      2016/2015    2015/2014

                                                                                                                        (€ millions)

          Share capital                                                              606.2                 606.1                606.1                550.0        0.0%         10.2%
          Share premium                                                              375.1                 375.1                475.1                  0.0     (21.0)%            -%
          Retained earnings and other revenues                                    1,851.1               1,484.9              1,224.6                 956.5       21.3%         28.0%
          Net profit for the period                                                  143.6                 511.7                424.3                375.5       20.8%         13.1%
          Equity attributable to owners of the parent                             2,976.0               2,977.6              2,730.1               1,882.0        9.1%         45.1%
          Non-controlling interests                                                    35.9                  34.9                 32.2                27.6        8.4%         16.3%
          Total equity........................................................................................................................
                                                                                  3,011.8               3,012.6              2,762.3               1,909.6        9.1%        44.7%
          Borrowings from financial institutions ..............................................................................
                                                                                  7,486.1               7,665.6              5,656.4               6,328.6       35.5%       (10.6)%
          Bonds and notes issued ......................................................................................................
                                                                                  1,149.6               1,916.7              1,956.2               2,023.3      (2.0)%        (3.3)%
          Derivative financial instruments ........................................................................................
                                                                                       37.5                  47.6                 25.8                88.0       84.5%       (70.7)%
          Deferred tax liabilities ........................................................................................................
                                                                                     214.5                 206.3                179.6                161.9       14.9%         10.9%
          Retirement benefit obligations and long                                      19.9
                                                                                                                                  17.2               17.5                     (1.7)%
            term benefits ....................................................................................................................
                                                                                                             19.5                                                13.4%
                                                                                     109.0                 100.1                  87.1
          Provisions ...........................................................................................................................    101.3         14.8%      (14.0)%
          Non-current liabilities ......................................................................................................
                                                                                  9,016.6               9,955.8              7,922.3             8,720.6         25.7%        (9.2)%
          Borrowings from financial institutions ..............................................................................
                                                                                  2,906.7               2,284.8              2,110.9             1,497.1           8.2%        41.0%
          Bonds and notes issued .......................................................................................................
                                                                                  1,766.6                  999.6             1,015.5               390.8         (1.6)%       159.9%
          Trade and other payables ....................................................................................................
                                                                                  2,033.5               1,985.6              1,637.4             1,417.5          21.3%        15.5%
          Derivative financial instruments ........................................................................................
                                                                                         3.2                   4.4                  0.7              2.5        528.6%       (72.0)%
          Corporate income tax liabilities .........................................................................................
                                                                                       92.0                123.4                128.4               80.7         (3.9)%        59.0%
                                                                                     154.2                 142.3                149.6
          Provisions ...........................................................................................................................   116.8        (4.9)%         28.1%
                                                                                6,956.2               5,540.2              5,042.5
          Current liabilities ..............................................................................................................    3,505.5          9.9%         43.8%
                                                                              15,972.9             15,496.0              12,964.8
          Total liabilities................................................................................................................... 12,226.1         19.5%          6.0%
                                                                      18,984.7             18,508.6              15,727.1
          Total equity and liabilities ............................................................................................... 14,135.7                 17.7%         11.3%




10.4.2.1 Indebtedness




                                                                                           - 179 -
The Group is part of the Société Générale group, which the Group has utilised to fund part of
its operations and which the Group believes provides a competitive advantage. The majority
of the Group's funding comes from an arrangement with Société Générale. In addition, where
required, Société Générale also guarantees certain of the Group's obligations to third-party
funding providers.

The funding the Group obtains from Société Générale (and other Société Générale group
entities) is provided at a price that is based on Société Générale’s own cost of funding plus a
credit premium.

Société Générale has committed to continue to play a major role in the Group's funding
following the contemplated listing on Euronext Paris.

The funding profile of the Group's leases closely matches the asset profile and so an increase
in the cost of funding will not have a significant impact on the financing cost for existing
contracts but may affect the pricing of new business which reflects the finance cost. See
Section 4.5.1.6 for an explanation of the hedging of the Group's financial assets and liabilities
as at 31 March 2017. Similarly, funding is arranged in the same currency as the
corresponding funded contract (see Section 4.5.1.6 for an explanation of the group's hedging
policy in respect of foreign exchange risks).

As at 31 March 2017, the Group's total borrowings was €13,309.0 million (€12,866.8 million,
€10,739 million and €10,239.8 million as at 31 December 2016, 2015 and 2014, respectively)
with an average weighted interest rate of 1.53% (1.28%, 1.87% and 2.23% as at 31 December
2016, 2015 and 2014, respectively) corresponding to total interest payments of €50 million
(€151 million, €196 million and €220 million as at 31 December 2016, 2015 and 2014,
respectively). As at 31 March 2017, the total Group’s internal funding was €9,771 million
(€9,927 million, €7,194 million and €7,467 million as at 31 December 2016, 2015 and 2014,
respectively) with an average weighted interest rate of 1.13% (1.25%, 1.94% and 2.28% as at
31 December 2016, 2015 and 2014, respectively) corresponding to total interest payments of
€27 million (€103 million, €142 million and €163 million as at 31 December 2016, 2015 and
2014, respectively), while the total Group’s external funding was €3,538 million (€3,570
million, €3,545 million and €2,773 million as at 31 December 2016, 2015 and 2014,
respectively) with an average weighted interest rate of 1.11% (1.36%, 1.72% and 2.08% as at
31 December 2016, 2015 and 2014, respectively) corresponding to total interest payments of
€10 million (€48 million, €55 million and €57 million as at 31 December 2016, 2015 and
2014, respectively).

The following table summarises the Group's material financial indebtedness as at 31 March
2017.


                                                                                 Blended Interest
                    Financing Arrangement                     Amount                  Rate

                                                                  (€ millions)
 Internal Bank Funding                                                  9,771                1.7%

 External Bank Funding                                                    622                2.7%
 Bonds                                                                1,529.4                1.1%
 Securitisations                                                      1,387.0                0.4%




                                            - 180 -
(i)            Borrowings from financial institutions

The following table summarises borrowings from financial institutions as at each of the dates
indicated.

                                                                     As at 31                               As at
                                                                     March                              31 December                                    Change

                                                                        2017               2016               2015                2014          2016/2015   2015/2014

                                                                                                          (€ millions)

                                                                       7,486.1               7,665.6              5,656.4
 Bank borrowings.................................................................................................................     6,328.6       35.5%       (10.6)%
 Non-current borrowings from financial
  institutions ......................................................................................................................
                                                                       7,486.1               7,665.6              5,656.4             6,328.6       35.5%       (10.6)%
 Bank overdrafts...................................................................................................................
                                                                          241.3                 189.3                  48.6              91.7      289.5%       (47.0)%
                                                                       2,665.5               2,095.5              2,062.3
 Bank borrowings.................................................................................................................     1,405.5      1.6%%         47.0%
 Current borrowings from financial
                                                                       2,906.7               2,284.8              2,110.9
  institutions ...................................................................................................................... 1,497.1       8.2%         41.0%
 Total borrowings from financial
                                                                     10,392.9                9,950.5              7,767.3
  institutions ...................................................................................................................... 7,825.7      28.1%         (0.7)%



Borrowings from financial institutions include short term overdrafts and medium term bank
loans.

As at 31 March 2017, borrowings from financial institutions increased to €10,392.9 million,
from €9,950.5 million at 31 December 2016. This increase was primarily due to the additional
borrowing requirement to fund the growth in the fleet. Borrowings from financial institutions
increased by €2,183.2 million, or 28.1%, from €7,767.3 million as at 31 December 2015 to
€9,950.5 million as at 31 December 2016. This increase was primarily a result of the
additional borrowing requirement due to bond issues not having been made in 2016 to replace
maturing bonds from prior periods.

Borrowings from financial institutions decreased by €58.4 million, or 0.7%, from €7,825.7
million as at 31 December 2014 to €7,767.3 million as at 31 December 2015.

Borrowings from financial institutions include funding provided by external sources and
funding provided by Société Générale.

Funding provided by external parties

At 31 March 2017, local external banks and third parties provided 27% of total funding or
€3,538 million (28% and €3,570 million at 31 December 2016, 33% and €3,544.8 million at
31 December 2015 and 27% and €2,772.9 million at 31 December 2014). An amount of €622
million or 4.7% is provided by external banks (€654 million or 5.1% of total funding at 31
December 2016, €573.1 million or 5.3% of total funding at 31 December 2015 and €400.7
million or 3.9% of total funding at 31 December 2014). The rest of external funding of
€2,916 million (2016: €2,916 million, 2015: €2,971.7 million, 2014: €2,372.2 million) has




                                                                             - 181 -
been raised through asset-backed securitisations and unsecured bonds in the Netherlands, the
UK, Belgium and Germany.

Funding provided by Société Générale

The percentage of Group Funding raised through Société Générale was 73% at 31 March
2017, as compared to 72.3% at 31 December 2016, 67% as at 31 December 2015 and 72.5%
as at 31 December 2014. Most of the funding provided by the Société Générale group is
granted through Société Générale BT, based in Luxemburg. Société GénéraleBT provides
funds to the Group's central treasury, which then grants loans in different currencies to 18
Group subsidiaries. The Group entered into a facility agreement with Société GénéraleBT due
to mature in 15 June 2018. Interest rates under the facility are determined upon each
drawdown. Société GénéraleBT also provides funding directly to Group subsidiaries. The
total amount of loans granted by Société GénéraleBT to the Group amounted to €6,896
million at 31 March 2017 (€6,649 million at 31 December 2016, €5,104 million at 31
December 2015 and €5,572.9 million at 31 December 2014) with an average maturity of 2.39
years and an average interest rate of 0.63% (2.4 years and an average interest rate of 0.68% at
31 December 2016, 1.92 years and 0.92% at 31 December 2015 and 1.90 years and 1.7% at
31 December 2014).

The remaining Société Générale funding is provided either by local Société Générale
branches or Société Générale group Central Treasury in Paris, representing €2,875 million at
31 March 2017 (€2,648.0 million at 31 December 2016, €2,090.2 million at 31 December
2015 and €1,894 million at 31 December 2014).

For further information see Section 6.6.2 "Funding".

(ii)         Bonds and notes issued

Of the Group's external funding, as at 31 March 2017, an amount of €1,387 million
representing 10.4% of total funding (as at 31 December 2016, an amount of €1,387 million or
10.8% of total funding and €937 million, or 8.7%, and €841 million, or 8.2%, as at 31
December 2015 and 2014, respectively), has been raised through asset-backed securitisations
programmes in various countries (Germany, UK, Netherlands and Belgium) and €1,530
million, representing 11.4% of total funding (€1,530 million, or 11.9%, €2,035 million, or
18.9%, and €1,532 million, or 15.0%, as at 31 December 2016, 2015 and 2014, respectively),
has been raised through unsecured bonds, including the Group's €6 billion EMTN
programme.

The following table summarises borrowings from financial institutions as at each of the dates
indicated.

                                                               As at 31                            As at
                                                               March                           31 December                                 Change

                                                                  2017             2016              2015              2014         2016/2015   2015/2014

                                                                                                 (€ millions)

 Non-current bonds and notes originated
  from securitisation transactions ......................................................................................
                                                           1,149.6                  896.7                436.2              461.8      105.6%       (5.5)%
 Non-current bonds and notes originated
  from EMTN programme .................................................................................................
                                                                      -          1,020.0              1,520.0             1,520.0     (32.9)%        0.0%




                                                                       - 182 -
                                                                        As at 31                                 As at
                                                                        March                                31 December                                  Change

                                                                           2017                2016                 2015                2014       2016/2015       2015/2014

                                                                                                               (€ millions)

                                                                           -                    -                     -
 Other non-current bonds issued ..........................................................................................        41.5                      -                  -
 Non-current bonds and notes issued...............................................................................
                                                                1,149.6               1,916.7              1,956.2             2,023.3                (2.0)%             (3.3)%
 Current bonds and notes originated from
   securitisation transactions ...............................................................................................
                                                                   237.3                 489.9                500.7              379.0                (2.1)%              32.1%
 Current bonds and notes originated from
   EMTN programme ..........................................................................................................
                                                                1,529.4                  509.7                514.8               11.8                (1.0)%           4,262.7%
                                                                           -                    -                     -
 Other current bonds issued .................................................................................................        -                      -                  -
                                                           1,766.6                  999.6             1,015.5
 Current bonds and notes issued ......................................................................................      390.8                     (1.6)%             159.9%
                                                           2,916.3               2,916.3              2,971.7
 Total bonds and notes issued ........................................................................................... 2,414.1                     (1.9)%             23.1%



 Bonds and notes issued include negotiable, interest-bearing securities, other than those of a
 subordinated nature.

 Bonds and notes issued at 31 March 2017 were unchanged from €2,916.3 million as at 31
 December 2016 as no new issues or repayments occurred during the quarter.

 Bonds and notes issued decreased by €55.4 million, or 1.9%, from €2.971.7 million as at 31
 December 2015 to €2,916.3 million as at 31 December 2016. This decrease was primarily a
 result of lower level of bond issuances in 2016.

 The Group is engaged in a Euro Medium Term Notes (EMTN) programme. The EMTN
 programme limit is set at €6 billion for the aggregate nominal amount of notes outstanding
 at any one time. The notes issued under the programme are listed on the official list and
 admitted to trading on the Regulated Market of the Luxembourg Stock Exchange. The
 programme is rated BBB by Standard & Poor’s ratings services.

 Within this programme, the Group has issued bonds currently outstanding as follows: €500
 million maturing on 26 May 2017 (issued 26 November 2013), €500 million maturing on 26
 January 2018 (issued 26 January 2015) and €500 million maturing on 30 November 2017
 (issued 30 November 2015).

(iii)          Maturity profile

 The following table sets for the maturity profile of the Group's borrowings and debt
 securities as at each of the dates indicated.

                                                                                                                             As at 31 March           As at 31 December

                                                                                                                                      2017                      2016

                                                                                                                                                          (€ millions)

 Less than 1 year ..................................................................................................................4,673.5                    3,284.0
 1-3 years ..............................................................................................................................6,026.9               7,115.2
 3-5 years ..............................................................................................................................2,285.5               2,242.0
 Over 5 years ........................................................................................................................323.3                     225.5
 Total borrowings and bonds                                                                                                        13,309.2                12,866.8




                                                                                 - 183 -
- 184 -
         (iv)            Currency profile

          The following table sets forth the currencies in which the Group's borrowings and debt
          securities are denominated in as at each of the dates indicated.

                                                                                                                                                         As at
                                                                                                                             As at 31                     31
                                                                                                                             March                     December

                                                                                                                                2017                     2016           2015        2014

                                                                                                                                                                    (€ millions)

          Euro .....................................................................................................................................
                                                                                                                                  9,793.8                 9,480.4       7,584.6     7,596.4
          British Pound ......................................................................................................................
                                                                                                                                  1,593.3                 1,501.3       1,530.3     1,236.2
          Danish Krone ......................................................................................................................
                                                                                                                                     288.5                  309.4         300.4       285.6
          Swedish Kronor ..................................................................................................................
                                                                                                                                     277.7                  271.0         263.2       229.5
                                                                                                                                  1,355.9
          Other currencies ..................................................................................................................             1,304.6       1,060.5       892.1
          Total borrowings and bonds ............................................................................................
                                                                                                             13,309.2                                    12,866.8      10,739.0    10,239.8



10.4.2.2 Trade and other payables

         Deferred leasing income corresponds to amounts received in advance, as part of the monthly
         lease instalment, to cover lease expenses, such as vehicle repair, maintenance and tyres
         replacement, in a subsequent period.

         Trade and other payables increased from €1,985.6 million as at 31 December 2016 to
         €2,033.5 million as at 31 March 2017.

         Trade and other payables increased from €1,637.4 million as at 31 December 2015 to
         €1,985.6 million as at 31 December 2016, primarily as a result of the integration of Parcours
         group and due to the growth in fleet.

         Trade and other payables increased by €219.9 million, or 15.5%, to €1,637.4 million as at 31
         December 2015 from €1,417.5 million as at 31 December 2014.

         The most significant components of "Trade and other payables" relate to trade payables of
         €767.5 million as at 31 March 2017, compared to €693.6 million as at 31 December 2016,
         €552.2 million as at 31 December 2015 and €449.2 million as at 31 December 2014 and
         deferred leasing income of €397.1 million as at 31 March 2017 compared to €391.0 million as
         at 31 December 2016, €346.8 million as at 31 December 2015 and €327.5 million as at 31
         December 2014. The increase in trade payables was primarily driven by growth in fleet
         volumes leading to higher levels of purchases and a resulting increase in trade payables to
         suppliers, while the increase in deferred leasing income primarily relates to the deferment of
         maintenance income to match with costs of maintenance based on curves of historic
         experience (i.e. rising fleet volumes lead to higher maintenance revenues and hence a higher
         deferment of income).

10.4.3   Derivative financial instruments

         The following table sets forth the fair market value of the Group's derivative financial
         instrument assets at each of the dates indicated.




                                                                                             - 185 -
                                                                                                                                             As at
                                                                                                                                              31                           As at
                                                                                                                                             March                     31 December

                                                                                                                                               2017         2016          2015           2014

                                                                                                                                                                       (€ millions)

        Interest rate swaps (cash flow hedge)................................................................................. 2.4                               3.0         0.0           0.0
        Interest rate swaps (fair value hedge) ................................................................................. 0.2                             1.3         0.8           1.2
        Foreign exchange swaps ..................................................................................................... 6.1                         5.2        63.5          16.5
        Trading derivatives ............................................................................................................. 13.1                  68.8        65.1          82.3
        Total ................................................................................................................................... 21.8          78.3       129.4         100.1



        The following table sets forth the fair market value of the Group's derivative financial
        instrument liabilities at each of the dates indicated.

                                                                                                                                                As at 31                     As at
                                                                                                                                                March                    31 December

                                                                                                                                                    2017          2016       2015        2014

                                                                                                                                                                          (€ millions)

        Interest rate swaps (cash flow hedge).................................................................................                            4.5       5.6        2.2         2.6
        Interest rate swaps (fair value hedge) .................................................................................                          0.3       1.3        0.8         1.5
        Foreign exchange swaps .....................................................................................................                     33.4      24.1        2.4         1.1
        Trading derivatives .............................................................................................................                 2.6      21.0       21.1        85.3
        Total ...................................................................................................................................        40.7      52.0       26.5        90.5



       Off-balance sheet, the notional principal amounts of the Group's foreign exchange swaps
       contracts as at 31 December 2016 was €213.5 million (€221.1 million and €179.6 million as
       at 31 December 2015 and 2014, respectively) and the notional principal amount of the
       Group's outstanding interest rate swap contracts as at 31 December 2017 was €3,409.6
       million (€1,530.9 million and €1,150.6 million as at 31 December 2015 and 2014,
       respectively). As at 31 March 2017, the Group has terminated all of its equity replacement
       swaps (see Section 9.4.8).

10.5   ANTICIPATED SOURCES OF FUNDS NEEDED TO FULFIL PLANNED
       ACQUISITIONS AND COMMITMENTS

       As of the date of this Registration Document, the Group does not have any planned
       acquisitions or commitments which will require additional sources of funding.




                                                                                          - 186 -
CHAPTER 11. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES

11.1   RESEARCH AND DEVELOPMENT

       The Group is committed to innovating and offering value added solutions. Indeed, it
       continues to strive to develop new products and new expertise. An innovation committee has
       been created to share, prioritise and accelerate innovation initiatives.

       As a pioneer in mobility solutions, the Group is also challenging its offer and innovating to be
       able to provide the best products to its customers, to support fleet managers in their daily
       work and to provide drivers with the solutions that best fit their needs.

       The Group's innovation portfolio includes private leasing which is already operating in 8
       countries, a telematics global solution for all countries, an ALD fuel card and a digital
       ecosystem built by ALD France. It also plans to upgrade and remarket the current sales
       platform to an e-commerce platform.

       The Group has notably developed driver portals and mobile applications which were
       deployed in 24 countries in 2015. The Company's objective in the near future is to have a
       driver and fleet manager portal available in each country in which it does business on its web
       and mobile version.

       The Group wishes to share its focus on research and development and launched a
       comprehensive and exciting external and internal communications plan including a new
       advertising campaign in 2016 based upon the theme "innovation". It also started the Group
       Way program in February 2016 for emerging talents to build awareness of an innovation
       culture.

11.2   INTELLECTUAL PROPERTY, LICENSES, USAGE RIGHTS AND OTHER
       INTANGIBLE ASSETS

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

              Rights to trademarks and other distinctive signs used by the Group in the ordinary
               course of business.

               In preparation for the contemplated listing of shares of ALD on Euronext Paris, a
               trademark assignment agreement and a trademark license agreement are expected to
               be concluded between ALD and Société Générale upon listing so as to regulate ALD's
               use of these trademarks after the listing. The trademark assignment agreement is
               expected to transfer to ALD the ownership of the trademarks which do not contain
               any elements of the Société Générale's brand and previously owned by Société
               Générale, in the countries where they are registered. As a result, under the proposed
               agreement, ALD can file any trademarks, notably incorporating the sign ALD, which
               does not include Société Générale's branding codes. In addition, following the
               contemplated listing of shares of ALD on Euronext Paris, Société Générale is
               expected to still own several trademarks which are used by the Group and include
               either some elements of the Société Générale's brand or are used by other entities of
               the Société Générale's Group. However, Société Générale is expected to awarde ALD




                                               - 187 -
    a license to use these trademarks, under the trademark license agreement, which has
    been concluded for a term of 99 years and able to be sub-licensed. The proposed
    trademark license agreement is expected to provide for Société Générale's right to
    terminate the agreement in the event of a reduction of Société Générale's holding in
    ALD below 50% and of insolvency, winding-up or dissolution of ALD. In case of
    such termination, the proposed agreement provides for an additional period of
    18 months post termination for the use of the licensed trademarks.

    The Group has filed a number of website domain names in the countries where it does
    business. The Group centrally registers its ownership of various domain names
    (including aldautomotive, aldcar, aldcarmarket, aldmobile and aldnet), mostly through
    the external company CSC.

   Rights relating to information systems, data protection and software licenses 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. Indeed, it has issued
    certain policies relating to the classification and protection of sensitive information
    and the general security guidelines. For more information on the Group's security
    policy and related information systems, see Section 6.5 "Information Technology".

    The Group and its subsidiaries hold licenses for the main software it uses in
    conducting its business.




                                    - 188 -
CHAPTER 12. TREND INFORMATION

12.1     BUSINESS TRENDS

         Detailed descriptions of the Group's results for the year ended 31 December 2016, for the
         three months ended 31 March 2017 and of the principal factors affecting the Group's results
         of operations are contained in Chapter 9 "Operating and Financial Review" of this
         Registration Document.

12.2     MEDIUM-TERM OBJECTIVES

         The medium-term outlooks presented below do not constitute forecast data or profit estimates.

         These objectives are based on data, assumptions, and estimates that the Group considers
         reasonable as of the date of this Registration Document in light of anticipated future
         economic conditions 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 Registration Document. The
         occurrence of one or more of the risks described in Chapter 4 “Risk Factors” could affect the
         Group’s business, market situation, financial condition, results or future prospects, and
         therefore its ability to achieve the objectives presented below.

         The Group can give no assurances or provide any guarantee that the objectives set forth in
         this section will be met, and does not undertake to publish corrections or communicate
         updates to this information in the future.

12.2.1   2016-2019 Outlook

         Total Fleet Growth and Market Outlook

         On the basis of market trends and opportunities the Group expects that its Total Fleet has the
         potential to grow at a compound annual growth rate of between 8% and 10% from 2016 to
         2019. This is in line with the Group’s historical growth, which averaged 8.4% per annum
         between 2011 and 2016.

         The key growth drivers that the Group expects to support this growth are as follows:

             1. The continuing trend of corporate clients to outsource their mobility needs, so that
                they can focus on their core business and benefit from the scale of operations and
                investments in technology of specialist players such as ALD. The Group expects this
                trend to underpin continued strong organic growth of its corporate fleet, in line with
                its performance of recent years;

             2. An increasing SME penetration, especially through further development of our
                existing partnerships with car manufacturers and banks;

             3. The development of the Group's Private Lease offering through the launch of
                additional B2C products and development of existing and new partnerships, such as
                those with Credit du Nord and BlaBlaCar, and supported by the increased visibility




                                                - 189 -
        derived from the contemplated listing of the Group’s shares on Euronext Paris. These
        developments are expected to be supported by the anticipated rapid growth in the
        Private Lease market as a result of the convergence of various societal trends,
        including: a cultural shift from "car ownership" towards "car usership", more demand
        for flexible use and availability of cars; new transport alternatives and a collaborative
        economy; and increases in environmental regulation and awareness. The Group is
        targeting more than 150,000 vehicles for its Private Lease segment by 2019 and 1
        million vehicles by 2025;

    4. High levels of growth in emerging markets from current low levels of full service
       leasing penetration, in a context of economic growth and growing car sales volumes;
       and the increasing trends for corporates to outsource non-core activities to leasing
       specialists. In mature markets, tax benefits on lease cars remain stable and should not
       impact the growing share of operating lease within the corporate segment.

    5. Selected bolt-on acquisitions allowing the Group to acquire leasing portfolios to
       integrate within its existing operations, as consolidation trends in the full service
       leasing market continue. The Group anticipates external fleet growth to continue in
       line with historical acquisitions rates, which were around 1.5% per annum over the
       period 2011-2016.

Gross Operating Income

On the basis of the Total Fleet growth anticipated over the period 2016 to 2019, the Group
expects to grow its Leasing Contract and Services margins at a compound annual rate of
between 8% and 10% from 2016 to 2019, with resilient margins going forward across all
segments. The Group expects a decreasing contribution of Car Sales Results within Gross
operating income by 2019, due to a normalization of the Car Sales Result per unit expected
over the period 2017-2019.

Net Income

In light of the growth in Total Fleet and Gross operating income mentioned above as well as
strong focus on controlling operating expenses, the Group expects to achieve annual growth
in its Net Income of around 7% on average during the period from 2016 to 2019.

Profitability Ratios

In line with the above trends in Total Fleet and Net income, the Group expects to maintain its
Return on Average Earning Assets above 3.5% between 2017 and 2019, which is consistent
with the Group's average performance over the last three years and reflects the Group's focus
on efficiency and resilient margins going forward.

Capital and Dividend Policy

The Group intends to maintain its leverage and shareholder return ratios at levels consistent
with capital generation and total assets growth from 2016 to 2019, with the objective to
maintain a BBB rating. The Group targets a stable equity to total assets ratio between 15%
and 17% and a pay-out ratio between 35% and 40% from 2017 to 2019, it being specified that
the dividend policy of the Group will take into account the Group’s results and financial
situation, the implementation of its strategy and the achievement of its objectives.




                                        - 190 -
Regarding the Group’s financing conditions, we expect to maintain funding margins at
current levels. Due to the Asset liability management policy on existing fleet, any changes in
interest rates are not expected to have a material impact.




                                       - 191 -
CHAPTER 13. PROFIT FORECASTS

The forecasts presented below and the assumptions underlying them have been prepared pursuant to
Regulation (EC) No. 809/2004, as amended, and ESMA’s recommendations on forecasts.

The forecasts presented in this section were prepared on the basis of data, assumptions, and estimates
that the Group considers to be reasonable as of the date of this Registration Document. These data,
assumptions, and estimates may change or be modified 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 Registration Document. The occurrence of one or
more of the risks described in Chapter 4 “Risk Factors” could have an impact on the Group’s business,
results, financial condition or future prospects and therefore jeopardise these forecasts.

Therefore, the Group can give no assurances or provide any guarantee that the forecast set forth in this
section will be met, and does not undertake to publish corrections or communicate updates to this
information in the future..

See Section 9.2.3 "Non-IFRS measures and Key Performance indicators (KPIs)" of this Registration
Document for the definition of the KPIs presented in this Chapter.

13.1    ASSUMPTIONS

        The Group’s forecasts are based on its consolidated financial statements for the year ended 31
        December 2016 and its consolidated quarterly results for the three months ended 31 March
        2017.

        The first three months of 2017 have been positive with Total Fleet growth over the period in
        line with past performance in the first quarter of the year. This growth has notably been
        supported by some of the Group's most significant markets (France, Italy) and the Central &
        Eastern Europe region.

        In this context, the forecasts presented below are based primarily on the following
        assumptions:

            (i) no material changes in the accounting principles or scope of consolidation as
                compared to the Group’s consolidated financial statements for the year ended 31
                December 2016;

            (ii) growth of the Group's underlying Full Service Leasing fleet of c.8% (the bulk of
                 which coming from organic growth and the balance from private lease and bolt-on
                 acquisitions). This growth rate is consistent with historical performance over the
                 period 2011-2016, i.e. 8.4% on average per annum;

            (iii) an effective tax rate consistent with previous years, except for the favourable impact
                  resulting from the implementation of the Stability Law in Italy;

            (iv) foreign-exchange rates similar to 2016 average rates, notably 0.82 for GBP/EUR, 3.4
                 for TRY/EUR, 7.4 for DKK/EUR and 9.5 for SEK/EUR;

            (v) new funding in 2017 contracted at conditions broadly in line with 2016;




                                                - 192 -
           (vi) no significant stresses on market liquidity that could affect the Group’s external
                sources of funding;

           (vii) acquisitions will be limited to bolt-on operations to consolidate local positions
                 consistent with historical acquisitions (c. 1.5% of our annual Total Fleet growth)
                 and no major acquisitions;

           (viii) continued investment in non-fleet capital expenditure, relating mainly to the
                  development of IT systems to support the Group's innovation strategy for customers
                  and to improve its operational efficiency;

           (ix) improved operational efficiency as a result of the increased digitalisation of the
                Group's operations,

           (x)   realization of cost synergies arising from the restructuring of Parcours’ operations,
                 and better procurement conditions due to the increasing scale of activities both in
                 France and other mature subsidiaries;

           (xi) an increase in head office costs of about €3 million per annum to manage the
                various additional administrative and reporting functions following the
                contemplated listing of the Company's shares on Euronext Paris; and

           (xii) the cancellation of the Group's equity replacement swaps in the first quarter of 2017
                 which reduces the impact on volatility on the Leasing Contract Margin.

13.2   PROFIT FORECASTS OF THE GROUP FOR THE YEAR ENDING 31 DECEMBER
       2017

       On the basis of the assumptions described above, the Group estimates that, for the year ending
       31 December 2017:

                Total Fleet should grow by around 8% as compared to 2016;

                Gross Operating Income should grow by around 8% as compared to 2016;

                Net Income should grow by around 10% as compared to 2016;

                Return on Average Earning Assets should be between 3.5% and 4.0%;

                Return on Equity should be between 15% and 17%;

                The equity to total assets ratio should be between 15% and 17%; and

                The pay-out ratio should be between 35% and 40%.




                                              - 193 -
13.3   REPORT BY THE STATUTORY AUDITORS




                                - 194 -
    ERNST & YOUNG et Autres                             DELOITTE & ASSOCIES

        1/2, place des Saisons                        185, avenue Charles de Gaulle

92400 Courbevoie - Paris-La Défense 1                 92524 Neuilly-sur-Seine Cedex

       S.A.S à capital variable                        S.A. au capital de €1.723.040



     Commissaire aux Comptes                            Commissaire aux Comptes

      Membre de la compagnie                             Membre de la compagnie

        régionale de Versailles                           régionale de Versailles




                                         ALD
                                   Limited Company
                         Tours Société Générale « Chassagne »

                                  15-17 Cours Valmy

                                    92800 Puteaux




                   Statutory auditors’ report on the profit forecasts
                                     (Net Income)
                               for the year ended 2017




                                        - 195 -
To the Chief Executive Officer,

In our capacity as statutory auditors of your company and in accordance with Commission Regulation
(EC) no809/2004, we hereby report to you on the profit forecasts (Net Income) of ALD set out in
section 13 of the shelf-registration document (Document de base) prepared in the context of the offer
to the public and the admission of equity securities of ALD to trading on the regulated market of
Euronext Paris.

It is your responsibility to compile the profit forecasts, together with the material assumptions upon
which they are based, in accordance with the requirements of Commission
Regulation (EC) n°809/2004 and ESMA’s recommendations on profit forecasts.

It is our responsibility to express an opinion, based on our work, in accordance with Annex I, item
13.2 of Commission Regulation (EC) n°809/2004, as to the proper compilation of these forecasts.

We performed the work that we deemed necessary according to the professional guidance issued by
the French institute of statutory auditors (Compagnie nationale des commissaires aux comptes –
CNCC) for this type of engagements. Our work included an assessment of the procedures undertaken
by management to compile the profit forecasts as well as the implementation of procedures to ensure
that the accounting policies used are consistent with the policies applied by ALD for the preparation
of the historical financial information. Our work also included gathering information and explanations
that we deemed necessary in order to obtain reasonable assurance that the profit forecasts have been
properly compiled on the basis stated.

Since profit forecasts, by nature, are uncertain and may differ significantly from actual results, we do
not express an opinion as to whether the actual results reported will correspond to those shown in the
profit forecasts.

In our opinion:

    a) the profit forecasts have been properly compiled on the basis stated; and
    b) the basis of accounting used for the profit forecasts is consistent with the accounting policies
       of ALD.

This report has been issued solely for the purpose of:

   registering the registration document (Document de base) with the French financial markets
    authority (Autorité des marchés financiers – AMF) ;
   and the admission to trading on a regulated market, and/or a public offer, of shares or debt
    securities with a minimum denomination of €100,000 of ALD in France and in other EU member
    states in which the prospectus approved by the AMF is notified;

and cannot be used for any other purpose.

This report shall be governed by, and construed in accordance with, French law and professional
standards applicable in France. The Courts of France shall have exclusive jurisdiction in relation to
any claim, difference or dispute which may arise out of or in connection with our engagement letter or
this report.




                                                - 196 -
          Paris-La Défense et Neuilly-sur-Seine, on May 11, 2017
                         The Statutory Auditors



  ERNST & YOUNG et Autres                          DELOITTE & ASSOCIES




Vincent ROTY Micha MISSAKIAN                        Jean-Marc MICKELER




                                  - 197 -
CHAPTER 14. ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES AND
                        STATUTORY CORPORATE OFFICERS

14.1       COMPOSITION OF MANAGEMENT AND SUPERVISORY BODIES

           The Company is a limited liability company (société anonyme) with a Board of Directors. A
           description of the main provisions of the Bylaws that the Company plans to adopt subject to
           the listing of its shares on Euronext Paris (the "Bylaws"), relating to the functioning and
           powers of the Board of Directors of the Company (the "Board of Directors"), as well as a
           summary of the main provisions of the internal regulations of the Board of Directors and of
           the committees of the Board of Directors that the Company plans to create effective as of the
           listing date of the Company's shares on Euronext Paris are included in Chapter 16 "Rules
           Applicable to Corporate Bodies and Management Committees" and Chapter 21 "Additional
           Information" of this Registration Document.

14.1.1     Board of Directors

           In connection with the planned listing of the Company's shares on Euronext Paris, the Board
           of Directors on 4 April 2017 and the general shareholders' meeting on 20 April 2017 took
           note of the resignation of Société Générale member of the Board of Directors and appointed
           new directors, in both cases subject to and effective as of the listing of the Company's shares
           on Euronext Paris.

           The table below shows the new members of the Board of Directors, appointed subject to the
           listing of the Company's shares on Euronext Paris, as well as their principal positions and
           offices held outside the Company and the Group during the last five years.

         Name;
         business
                                                                         Main
         address;                                                                       Main Titles and Positions
                                                      Expiration date    Position
         number of      Date       of                                                   held outside the Company or
                                        Nationality   of term in         held    with
         shares   of    birth                                                           the Group over the last five
                                                      office             the
         the                                                                            years
                                                                         Company
         Company
         held
         Didier         14/12/59        French        Annual             Chairman of    Positions and offices held as of
         Hauguel                                      Shareholders'      the Board,     the date of this Registration
         Number of                                    Meeting called     (As of 2       Document:
         Company                                      to approve the     March 2017)    - Head of the division
         shares held:                                 financial          Board             International Banking and
         0                                            statements for     member            Financial     Services     of
                                                      the fiscal year                      Société Générale (IBFS)
                                                      ending        31                  - GEFA Bank Gmbh –
                                                      December 2020                        Germany – President
                                                                                        - GEFA Bank Gmbh –
                                                                                           Germany – Board member
                                                                                        - GEFA Leasing Gmbh –
                                                                                           Germany – President
                                                                                        - GEFA Gesellschaft Mbh –
                                                                                           Germany – President




                                                      - 198 -
Name;
business
                                                           Main
address;                                                                  Main Titles and Positions
                                         Expiration date   Position
number of     Date    of                                                  held outside the Company or
                           Nationality   of term in        held    with
shares   of   birth                                                       the Group over the last five
                                         office            the
the                                                                       years
                                                           Company
Company
held
                                                                          -   La       banque     postale
                                                                              financement – France –
                                                                              Vice president
                                                                          -   La       banque     postale
                                                                              financement – France –
                                                                              Board member
                                                                          -   Sogessur – France – Board
                                                                              member
                                                                          -   Franfinance – France –
                                                                              Board member
                                                                          -   Sogecap – France – Board
                                                                              member
                                                                          -   Compagnie Generale de
                                                                              location d'équipements –
                                                                              France – Board member
                                                                          -   SG equipment finance SA –
                                                                              France – President
                                                                          -   SG equipment finance SA –
                                                                              France – Board member
                                                                          -   SG Consumer Finance –
                                                                              France – President
                                                                          -   SG Consumer Finance –
                                                                              France – Board member
                                                                          -   Association française des
                                                                              sociétés financières      –
                                                                              France – President
                                                                          -   Fiditalia Spa – Italia –
                                                                              Board member
                                                                          -   Eqdom – Morocco – Board
                                                                              member
                                                                          -   Euro Bank – Poland – Vice
                                                                              president
                                                                          -   Euro Bank – Poland –
                                                                              Board member
                                                                          -   Rosbank – Russia –
                                                                              President
                                                                          -   Rosbank – Russia – Board
                                                                              member
                                                                          -   Deltacredit – Russia –
                                                                              President
                                                                          -   Deltacredit – Russia –
                                                                              Board member
                                                                          -   LLC Rusfinance – Russia –
                                                                              President




                                         - 199 -
Name;
business
                                                           Main
address;                                                                  Main Titles and Positions
                                         Expiration date   Position
number of     Date    of                                                  held outside the Company or
                           Nationality   of term in        held    with
shares   of   birth                                                       the Group over the last five
                                         office            the
the                                                                       years
                                                           Company
Company
held
                                                                          -   LLC Rusfinance – Russia –
                                                                              Board member

                                                                           Titles and positions held over
                                                                           the last five years that are no
                                                                           longer held:
                                                                          - SG        Financial   Services
                                                                              Holding – France – Board
                                                                              member
                                                                          - Franfinance – France –
                                                                              President
                                                                          - Banco SG Brasil S.A. –
                                                                              Brazil – Board member
                                                                          - Banco Cacique S.A. –
                                                                              Brazil – Board member
                                                                          - Rusfinance SAS – Russia –
                                                                              President
                                                                          - Rusfinance SAS – Russia –
                                                                              Board member
                                                                          - Capital Credit Comradeship
                                                                              Bank – Russia – Board
                                                                              member
                                                                          - PJSC Rosbank – Russia –
                                                                              Board member
                                                                          - SG Equipment Finance
                                                                              Czech Republic S.R.O. –
                                                                              Czech Republic – President
                                                                          - SG Equipment Finance
                                                                              Czech Republic S.R.O. –
                                                                              Czech Republic – Board
                                                                              member
                                                                          - Essox sro – Czech Republic
                                                                              – Board member
                                                                          - Gefa Leasing Gmbh –
                                                                              Germany – President
                                                                          - Gefa Leasing Gmbh –
                                                                              Germany – Board member
                                                                          - Hanseatic Bank GmbH &
                                                                              Co KG – Germany –
                                                                              President
                                                                          - SG Equipment Finance
                                                                              USA Corp. – Board
                                                                              member
                                                                          - Family Credit Limited –




                                         - 200 -
Name;
business
                                                                Main
address;                                                                       Main Titles and Positions
                                             Expiration date    Position
number of      Date       of                                                   held outside the Company or
                               Nationality   of term in         held    with
shares   of    birth                                                           the Group over the last five
                                             office             the
the                                                                            years
                                                                Company
Company
held
                                                                                  Board member

                                                                               Titles and positions held over
Michael        17/12/60        British       Annual             Chief
                                                                               the last five years that are no
Masterson                                    Shareholders'      Executive
                                                                               longer held:
Number of                                    Meeting called     Officer
Company                                      to approve the
                                                                               None
shares held:                                 financial
0                                            statements for
                                             the fiscal year
                                             ending        31
                                             December 2018




                                             - 201 -
Name;
business
                                                                Main
address;                                                                       Main Titles and Positions
                                             Expiration date    Position
number of      Date       of                                                   held outside the Company or
                               Nationality   of term in         held    with
shares   of    birth                                                           the Group over the last five
                                             office             the
the                                                                            years
                                                                Company
Company
held

Karine         20/01/71        French        Annual             Board          Positions and offices held as of
Destre-                                      Shareholders'      member         the date of this Registration
Bohn                                         Meeting called                    Document:
Number of                                    to approve the                    - Corporate Secretary of the
Company                                      financial                            division        International
shares held:                                 statements for                       Banking and Financial
0                                            the fiscal year                      Services      of      Société
                                             ending        31                     Générale (IBFS)
                                             December 2018                     - Mobiasbanca – Moldova –
                                                                                  Vice president
                                                                               - Mobiasbanca – Moldova –
                                                                                  Board member
                                                                               - LLC Rusfinance – Russia –
                                                                                  Board member
                                                                               - SKB Banka – Slovenia –
                                                                                  Board member

                                                                                Titles and positions held over
                                                                                the last five years that are no
                                                                                longer held:
                                                                               - Rusfinance SAS – Russia –
                                                                                   Board member
                                                                               - SG Viet Finance Company
                                                                                   Ltd – Vietnam – Board
                                                                                   member
                                                                               - SFS Holding Hellas –
                                                                                   Greece – President
                                                                               - SFS Holding Hellas –
                                                                                   Greece – Board member
                                                                               - SFS Hellasfinance – Greece
                                                                                   – President
                                                                               - SFS Hellasfinance – Greece
                                                                                   – Board member
                                                                               - SFS              Hellasfinance
                                                                                   consumer – Greece –
                                                                                   President
                                                                               - SFS              Hellasfinance
                                                                                   consumer – Greece – Board
                                                                                   member




                                             - 202 -
Name;
business
                                                                Main
address;                                                                       Main Titles and Positions
                                             Expiration date    Position
number of      Date       of                                                   held outside the Company or
                               Nationality   of term in         held    with
shares   of    birth                                                           the Group over the last five
                                             office             the
the                                                                            years
                                                                Company
Company
held

Xavier         27/04/1964      French        Annual             Board          Positions and offices held as of
Durand                                       Shareholders'      member         the date of this Registration
Number of                                    Meeting called                    Document:
Company                                      to approve the                    - Coface – Chief Executive
shares held:                                 financial                            Officer
0                                            statements for                    - AXA France – Independent
                                             the fiscal year                      Board Member
                                             ending        31                  - Wizink       Bank      (Banco
                                             December 2020                        Popular et Varde) –
                                                                                  Independent Board Member


                                                                                Titles and positions held over
                                                                                the last five years that are no
                                                                                longer held:
                                                                               - GE Capital International –
                                                                                   Head of strategy and
                                                                                   development
                                                                               - GE Capital Asia Pacific –
                                                                                   Chairman       and     Chief
                                                                                   Executive Officer
                                                                               - Krungsri Group - Board
                                                                                   Member & President of
                                                                                   Compliance       Committee,
                                                                                   Thailand
                                                                               - Hyundai Capital Cards –
                                                                                   Board Member


Jean-Louis     02/08/60        French        Annual             Board          Positions and offices held as of
Klein                                        Shareholders'      member         the date of this Registration
Number of                                    Meeting called                    Document:
Company                                      to approve the                    - Pirix – France – Deputy
shares held:                                 financial                            Chief Executive Officer
0                                            statements for                    - Société Générale pour le
                                             the fiscal year                      développement             des
                                             ending        31                     opérations de crédit-bail
                                             December 2020                        immobilier "Sogebail" –
                                                                                  Board member
                                                                               - Union financière pour le
                                                                                  développement              de
                                                                                  l'économie céréalière       –
                                                                                  Board member




                                             - 203 -
Name;
business
                                                           Main
address;                                                                  Main Titles and Positions
                                         Expiration date   Position
number of     Date    of                                                  held outside the Company or
                           Nationality   of term in        held    with
shares   of   birth                                                       the Group over the last five
                                         office            the
the                                                                       years
                                                           Company
Company
held
                                                                           Titles and positions held over
                                                                           the last five years that are no
                                                                           longer held:
                                                                          - SG               Participations
                                                                              Industrielles – France –
                                                                              President
                                                                          - Banque Tarneaud – France
                                                                              – Vice president
                                                                          - Banque Tarneaud – France
                                                                              – Board member
                                                                          - Banque Rhône Alpes –
                                                                              France – President
                                                                          - Banque Rhône Alpes –
                                                                              France – Board member
                                                                          - Norbail       Immobilier      –
                                                                              France – President
                                                                          - Norbail       Immobilier      –
                                                                              France – Board member
                                                                          - Norbail Sofergie – France –
                                                                              Board member
                                                                          - Etoile ID – France – Board
                                                                              member
                                                                          - Société de bourse Gilbert
                                                                              Dupont      –    France     –
                                                                              President
                                                                          - Star Lease – France –
                                                                              President
                                                                          - Star Lease – France – Board
                                                                              member
                                                                          - Banque Laydernier – France
                                                                              – President
                                                                          - Banque Laydernier – France
                                                                              – Board member
                                                                          - Pirix – France – Deputy
                                                                              Chief Executive Officer
                                                                          - Pirix – France – Board
                                                                              member
                                                                          - Banque Pouyanne – France
                                                                              – Board member




                                         - 204 -
Name;
business
                                                             Main
address;                                                                    Main Titles and Positions
                                          Expiration date    Position
number of      Date    of                                                   held outside the Company or
                            Nationality   of term in         held    with
shares   of    birth                                                        the Group over the last five
                                          office             the
the                                                                         years
                                                             Company
Company
held

Patricia       05/12/1961   French        Annual             Board          Positions and offices held as of
Lacoste                                   Shareholders'      member         the date of this Registration
Number of                                 Meeting called                    Document:
Company                                   to approve the                    - Société Centrale Prevoir –
shares held:                              financial                            Chairman       and     Chief
0                                         statements for                       Executive Officer
                                          the fiscal year                   - SNCF Réseau – Board
                                          ending        31                     Member
                                          December 2018                     - Fédération          Française
                                                                               d’Assurance – Member of
                                                                               executive committee

                                                                            Titles and positions held over
                                                                            the last five years that are no
                                                                            longer held:

                                                                            None


Nathalie       24/07/1966   French        Annual             Board          Positions and offices held as of
Leboucher                                 Shareholders'      member         the date of this Registration
Number of                                 Meeting called                    Document:
Company                                   to approve the
                                                                            -   Kapsch TrafficCom France
shares held:                              financial
                                                                                – Chief Executive Director
0                                         statements for
                                                                                (starting May 2017)
                                          the fiscal year
                                          ending        31                  -   RATP Group – Strategy,
                                          December 2019                         Innovation           and
                                                                                Development       officer
                                                                                (ending May 2017)
                                                                            Titles and positions held over
                                                                            the last five years that are no
                                                                            longer held:
                                                                            -   Orange/France Telecom –
                                                                                Head of the agency
                                                                                “Entreprise Défense Ouest
                                                                                Francilien” and Senior
                                                                                Vice-President    of  the
                                                                                Smart-Cities program
                                                                            -   RATP Dev         –   Board
                                                                                member
                                                                            -   Ixxi, Telcité/Naxos – Board




                                          - 205 -
Name;
business
                                                               Main
address;                                                                      Main Titles and Positions
                                             Expiration date   Position
number of      Date       of                                                  held outside the Company or
                               Nationality   of term in        held    with
shares   of    birth                                                          the Group over the last five
                                             office            the
the                                                                           years
                                                               Company
Company
held
                                                                                  member
                                                                              -   RATP I – Board member
                                                                              -   Systra – Board member
                                                                              -   M2OCity – Board member
                                                                              -   EcoMobilité Ventures –
                                                                                  Orange’s representative to
                                                                                  the strategic committee


Giovanni       21/08/60        Italian       Annual            Board          Positions and offices held as of
Luca Soma                                    Shareholders'     member         the date of this Registration
Number of                                    Meeting called                   Document:
Company                                      to approve the                   - Deputy head of the division
shares held:                                 financial                           International Banking and
0                                            statements for                      Financial     Services     of
                                             the fiscal year                     Société Générale (IBFS)
                                             ending : 31                      - CGI North America –
                                             December 2018                       United States – Board
                                                                                 member
                                                                              - Compagnie Generale de
                                                                                 location d’équipements –
                                                                                 France – President
                                                                              - Compagnie Generale de
                                                                                 location d’équipements –
                                                                                 France – Board member
                                                                              - SG Consumer finance –
                                                                                 France – Board member and
                                                                                 CEO
                                                                              - Fiditalia – Italy – Vice
                                                                                 president
                                                                              - Fiditalia – Italy – Board
                                                                                 member
                                                                              - Euro Bank SA – Poland –
                                                                                 President
                                                                              - Euro Bank SA – Poland –
                                                                                 Board member
                                                                              - Komercni Banka A.S –
                                                                                 Czech Republic – Vice-
                                                                                 president
                                                                              - Komercni Banka A.S –
                                                                                 Czech Republic – Board
                                                                                 member
                                                                              - SG Express Bank –




                                             - 206 -
Name;
business
                                                           Main
address;                                                                  Main Titles and Positions
                                         Expiration date   Position
number of     Date    of                                                  held outside the Company or
                           Nationality   of term in        held    with
shares   of   birth                                                       the Group over the last five
                                         office            the
the                                                                       years
                                                           Company
Company
held
                                                                              Bulgaria – Board member
                                                                          -   Ohridska Banka AD Skopje
                                                                              – Macedonia – President
                                                                          -   Ohridska Banka AD Skopje
                                                                              – Macedonia – Board
                                                                              member
                                                                          -   BRD – Romania – President
                                                                          -   BRD – Romania – Board
                                                                              member
                                                                          -   SG Banka Srbija – Serbia –
                                                                              Board member
                                                                          -   SKB Banka – Slovenia –
                                                                              Vice president
                                                                          -   SKB Banka – Slovenia –
                                                                              Board member
                                                                          -   Hanseatic Bank GmbH &
                                                                              Co KG – Germany –
                                                                              President
                                                                          -   Hanseatic Bank GmbH &
                                                                              Co KG – Germany – Board
                                                                              member

                                                                           Titles and positions held over
                                                                           the last five years that are no
                                                                           longer held:
                                                                          - SG Splitska Banka –
                                                                              Croatia – Board member
                                                                          - Banco SG Brasil S.A. –
                                                                              Board member
                                                                          - Banco Pecunia S.A. –
                                                                              Brazil – President
                                                                          - Banco Pecunia S.A. –
                                                                              Brazil – Board member
                                                                          - Banco Cacique S.A. –
                                                                              Brazil – President
                                                                          - Banco Cacique S.A. –
                                                                              Brazil – Board member
                                                                          - Sogessur – France – Board
                                                                              member
                                                                          - Franfinance – France –
                                                                              Board member
                                                                          - Essox sro – Tcheque
                                                                              Republic – President
                                                                          - Essox sro – Czech Republic




                                         - 207 -
Name;
business
                                                                Main
address;                                                                       Main Titles and Positions
                                             Expiration date    Position
number of      Date       of                                                   held outside the Company or
                               Nationality   of term in         held    with
shares   of    birth                                                           the Group over the last five
                                             office             the
the                                                                            years
                                                                Company
Company
held
                                                                                   – Board member
                                                                               -   LLC Rusfinance Bank –
                                                                                   Russia – Board member
                                                                               -   Capital Credit Comradeship
                                                                                   Bank – Russia – Board
                                                                                   member
                                                                               -   SG Viet Finance Company
                                                                                   Ltd – Vietnam – President



Christophe     12/09/1965      French        Annual             Board          Positions and offices held as of
Perillat                                     Shareholders'      member         the date of this Registration
Number of                                    Meeting called                    Document:
Company                                      to approve the
                                                                               -   Valeo – Chief Operating
shares held:                                 financial
                                                                                   Officer
0                                            statements for
                                             the fiscal year                   Titles and positions held over
                                             ending        31                  the last five years that are no
                                             December 2019                     longer held:
                                                                               -   None


Sylvie         20/07/63        French        Annual             Board          Positions and offices held as of
Remond                                       Shareholders'      member         the date of this Registration
Tour                                         Meeting called                    Document:
Société                                      to approve the                    - Sopra Steria Group –
Générale,                                    financial                            France – Board member
17     cours                                 statements for                    - Société Générale Bank &
Valmy,                                       the fiscal year                      Trust – Luxembourg –
Paris     La                                 ending        31                     Board member
Défense                                      December 2020                     - Komercni Banka A.S–
Number of                                                                         Czech Republic – Board
Company                                                                           member
shares held:                                                                   - PJSC Rosbank – Russia –
0                                                                                 Board member

                                                                                Titles and positions held over
                                                                                the last five years that are no
                                                                                longer held:
                                                                               - Generas SA – Luxembourg
                                                                                   – Board member
                                                                               - Société Générale Ré SA –
                                                                                   Board member




                                             - 208 -
14.1.1.1 Biographical information of the members of the Board of Directors

       Didier Hauguel has been a member of the Board of Directors of ALD since 2009. He
       has served as Chairman of the Board from 2009 to 2011 and again since 2017. Member of
       Societe Generale Group Executive Committee since 2007, he has been Co-Head of
       International Banking and Financial Services since 2013 and Chief Country Officer for Russia
       since 2012. Previously, he held several positions in Societe Generale Group as Head of
       Specialized Financial Services and Insurance from 2009 to 2013 and Chief Risk Officer from
       2000 until 2009. When appointed in New York, he was Chief Operating Officer of SG
       Americas from 1998 to 2000 and Assistant General Manager of SG USA from 1995 to 1998.
       Before moving to the US, he served as Head of Central Risk Management Unit within the
       Office of the Group CEO from 1991 to 1995. He joined the General Inspection Department
       of Societe Generale in 1984. Didier Hauguel has graduated from the Institut d’Etudes
       Politiques (IEP) de Paris and holds a Bachelor’s degree in Public Law.

       Michael Masterson has served as CEO of ALD since 2011. He was CFO from 2003 until
       2011 and has been active at the Group since 1995, the year he joined Hertz Lease (which was
       acquired by the Group in 2003). In addition, he was Group Financial and IT Director at Hertz
       Lease from 1999 to 2003, Finance Controller for Hertz Lease International from 1997 to 1999
       and for Hertz Lease France from 1995 to 1997. Previously to the Group, he was Senior
       Auditor, Business Analyst, Finance and Administration Manager for Hertz Europe from 1988
       to 1995. Mr. Masterson holds an Upper Second Class Degree in Economics from Nottingham
       University and has been a Chartered Accountant since 1988.

       Karine Destre-Bohn, since 2010 Corporate Secretary of the International Banking and
       Financial Services Division of Société Générale (a Division supervising some 80 entities in 65
       countries). Previously, Karine had been Corporate Secretary of ALD International (2008-
       2010), the holding supervising the development of ALD (Full Leasing Services and Car Fleet
       Management) in some 40 countries. Still before, Karine had been the CFO of ALD France
       (2003 – 2008) and CFO of Hertz Lease France (1996-2003). She had started her career as
       Auditor for Deloitte & Touche (1993-1996). Karine Destre-Bohn holds a degree from Amiens
       Business School and a Bachelor’s degree in Accounting & Finance.

       Xavier Durand, Chief Executive Officer of the Insurance Group Coface since February 2016.
       Previously, Xavier Durand had an extensive international career within the financial activities
       of the General Electric Company where, prior of being Head of Strategy & Growth for GE
       Capital International based in London (2013-2015), he had been CEO of GE Capital Asia
       Pacific (2011- 2013) based in Tokyo, CEO of the Europe and Russia banking activities of GE
       Capital (2005-2011), President and CEO of GE Money France (2000- 2005) and Head of
       Strategy and New Partnerships of GEC Auto Financial Services based in Chicago (1996-
       2000). Earlier, Xavier Durand had been Deputy General Manager of the Sovac Real Estate
       Bank in France from 1994 to 1996. Xavier Durand has graduated from l’École Polytechnique
       and from l’École Nationale des Ponts et Chaussées, and he started his career in 1987 in
       Consulting (Gemini Group) and Strategy Project Management (GMF Insurer 1991-1993).

       Jean Louis Klein, currently head of large corporate accounts for SG retail network in France
       (since 2013). Previously, Jean-Louis Klein had made most of his career within Credit du Nord,
       up to the position of Deputy General Manager (2011-2013). Before, he had been Head of the




                                              - 209 -
Large Corporate Department (2004-2010), Chief Executive Officer of the Banque Kolb
subsidiary (2000-2004), Deputy CEO of the Banque Laydernier subsidiary (1997-2000),
Internal Auditor (1996-1997), Head of Aisne & Oise Branch (1990-1996), and account
manager for large corporate (1986 – 1990). Jean Louis Klein has graduated from HEC
Business School

Patricia Lacoste, Chairman and Chief Executive Officer of the Insurance Group Prévoir since
2012. Previously, Patricia Lacoste had spent some twenty years in SNCF (French Railways
National 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
l’Ecole Nationale de la Statistique et de l’Administration Economique (ENSAE), and she
holds a Master in Econometrics. She had started her career as study engineer in the
Consulting firm Coref (1985–1992).

Nathalie Leboucher, General Manager starting May 2017 of Kapsch TrafficCom France, a
company specialized in mobility and automatic payments systems for highways. Since 2015,
Nathalie Leboucher was in charge of Strategy and Innovation for the RATP Group (Paris
Public Transportation Company). From 2011 to 2015, she had run the Orange Western Paris
Office in charge of Communication Solutions for Businesses. From 2007 to 2011, she has had
a first experience leading the Kapsch TrafficCom Group, following a position of
Development Director for the Paris Rhin Rhône Highway Company from 2002 to 2007. From
1993 to 2002, Nathalie Leboucher had worked for the French Development Agency in charge
of Water & Power area for Central Africa. Nathalie Leboucher has graduated from l’Ecole
Polytechnique and from l’Ecole Nationale de la Statistique et de l’Administration
Economique (ENSAE). She had started her career in 1990 in Consulting before joining the
World Bank in the USA in 1991 as junior economist.

Giovanni Luca Soma, since 2012 Deputy-Head of the International Banking and Financial
Services Division of Société Générale, in charge of the European Region, and member of the
Group Executive Committee. Previously, he had occupied several managerial positions in the
SocGen Group, notably Head of the Consumer Finance Business Line (2010- 2012), Chief
Executive Officer of ALD International (2008-2010), ALD Regional Director (2005-2008),
and CEO of ALD Italy (2000-2005). Still before, Gianluca Soma had been working for the
GE Group, as Sales Director for GE Capital Italy (1998-1999) and Managing Director for GE
Capital Insurance Italy (1997-1998). He had also been Sales and International Development
Director for Hyperion Software Inc. based in Milan (1994-1997). Gianluca Soma had started
his career as Financial Auditor, with Deloitte (1989 – 1994) and Arthur Young (1984-1989).
Gianluca Soma holds a MBA from Turin University and he is qualified as Certified Public
Accountant and Certified Auditor

Christophe Périllat, Chief Operating Officer of the Valeo Group since 2011. Previously,
Christophe Périllat has occupied several managerial positions in the Valeo Group, notably
Head of the Business Group « Comfort and Driving Assistance Systems » from 2009 to 2011,
Head of the Branch « Switches and Detection Systems » from 2003 to 2009, and Head of a
Division of the « Electronics and Connective Systems» Branch from 2001 to 2002. Still
before, Christophe Périllat had worked in the aerospace industry for the Labinal Group, as




                                      - 210 -
                        Head of Labinal Aero & Defense North America from 1996 to 2000 and Head of a
                        production site in Toulouse from 1993 to 1995. Christophe Périllat has Graduated from
                        l’Ecole Polytechnique and from l’École des Mines.

                        Sylvie Rémond, Global Co-Head of Coverage and Investment Banking since March 2015.
                        She is a member of Société Générale’s Group Management Commitee since January 2011.
                        She joined Sociéte Générale in 1985 and where she held several positions within the
                        Individual Client and Large Corporate divisions. In 1992, she joined the Structured Finance
                        activity in Acquisition Finance and was appointed Head of Corporate and Acquisition Finance
                        syndication in 2000. She then joined the Risk division in 2004 as Head of Credit Risk for the
                        Corporate and Investment Banking activity and became in 2010, Deputy Group Chief Risk
                        Officer, until February 2015.

              14.1.1.2 Independence of the members of the Board of Directors

                        The Board of Directors appointed, subject to the listing of the Company's shares on Euronext
                        Paris, four independent members. The Nomination and Compensation Committee and the
                        Board of Directors have evaluated their independence pursuant to the criteria set forth in the
                        AFEP-MEDEF Code.

                        As from the listing of the Company's shares on Euronext Paris, four of the members of the
                        Board of Directors will be independent pursuant to such criteria.

                        The table below shows the evaluation of the independence pursuant to such criteria.

                                                                                                                    Not receive any
                                                                                                                                      Not hold
                                                                                                                    variable
               Not to be an                                                                                                           more
                                   No cross-                                Not to be an        No to have been     compensation
               employee or an                                                                                                         than
                                   directorships                   No       auditor of the      a director of the   or
Name of the    executive officer                   No business                                                                        10% of
                                   (including                      family   Company             Company for         compensation                  Independent
directors      of the Company                      relationships                                                                      the
                                   over the past                   ties     (including over     more than twelve    related to the
               (including over                                                                                                        shares or
                                   5 years)                                 the past 5 years)   years               Company's or
               the past 5 years)                                                                                                      voting
                                                                                                                    the Group's
                                                                                                                                      rights
                                                                                                                    performance

Didier                                                                                                                           
Hauguel

Michael
                                                                                                                                  
Masterson

Karine                                                                                                                           
Destre-
Bohn
Xavier                                                                                                                                    
Durand

Jean-Louis                                                                                                                       
Klein

                                                                                                                                          
Patricia
Lacoste

Nathalie                                                                                                                                  
Leboucher




                                                                        - 211 -
                                                                                                                      Not receive any
                                                                                                                                        Not hold
                                                                                                                      variable
               Not to be an                                                                                                             more
                                     No cross-                                Not to be an        No to have been     compensation
               employee or an                                                                                                           than
                                     directorships                   No       auditor of the      a director of the   or
Name of the    executive officer                     No business                                                                        10% of
                                     (including                      family   Company             Company for         compensation                  Independent
directors      of the Company                        relationships                                                                      the
                                     over the past                   ties     (including over     more than twelve    related to the
               (including over                                                                                                          shares or
                                     5 years)                                 the past 5 years)   years               Company's or
               the past 5 years)                                                                                                        voting
                                                                                                                      the Group's
                                                                                                                                        rights
                                                                                                                      performance


Giovanni                                                                                                                           
Luca Soma

Christophe                                                                                                                                  
Perillat

Sylvie                                                                                                                             
Remond




              14.1.1.3 Balance in the composition of the Board of Directors

                        As of the listing of the Company's shares on Euronext Paris there will be four women and six
                        men on the Board of Directors, providing a balanced representation of men and women, in
                        proportions that comply with applicable legal requirements and the recommendations of the
                        AFEP-MEDEF Code

              14.1.2    Statutory Corporate Officers (Mandataires Dirigeants Sociaux)

                        Didier Hauguel is the Chairman of the Board of Directors (the "Chairman"), Michael
                        Masterson is Chief Executive Officer (the "CEO") of the Company, Tim Albertsen and Gilles
                        Bellemere are Deputy Chief Executive Officers (each a "Deputy CEO" and together with the
                        Chairman and the CEO, the "Statutory Corporate officers") of the Company.

              14.1.3    Executive Committee

                        The role of the executive committee of the Group (the "Executive Committee") is to define,
                        implement and develop the Group's strategy, driving future growth and profitability
                        improvement for the benefit of its clients, shareholders and employees. The Executive
                        Committee is also responsible for supervising and driving cooperation among the Group's
                        business lines and geographic markets.

                        The composition of the Group's Executive Committee comprises the Group’s main
                        operational and functional executives and is as follows:

                                  Michael Masterson (British), CEO of the Company since 2011, 29 years of sector
                                   experience;

                                  Tim Albertsen (Danish), Deputy CEO since 2011, 25 years of sector experience;

                                  Gilles Bellemere (French), Deputy CEO since 2017, 12 years of sector experience;




                                                                          - 212 -
     Gilles Momper (French), Chief Financial Officer ("CFO") since 2012, 22 years of
      automotive and car rental experience; and

     John Saffrett (British), Chief Operating Officer ("COO") since 2017, 11 years of sector
      experience.

Michael Masterson has served as CEO of the Company since 2011. He was CFO from 2003
until 2011 and has been active at the Group since 1988, the year he joined Hertz Lease (which
was acquired by the Group in 2003). Previously to the Group, he was a manager at PwC
Chartered Accountants from 1984 to 1988. Mr. Masterson holds an Upper Second Class
Degree in Economics from Nottingham University and has been a Chartered Accountant
since 1988.

Tim Albertsen has served as Deputy CEO of the Company since 2011. He has been active
with the Group since 1997, the year he joined Hertz Lease (which was acquired by the Group
in 2003). He was Chief Operating Officer from 2008 until 2011 and Senior Vice President for
the Group from 2005 until 2008. Prior to that, he was Regional Director for the Group in the
Nordic & Baltic Countries and General Manager at Hertz Lease Denmark from 1997 until
2003. Previously to the Group, he was General Manager at Avis Leasing from 1995 until
1997 and Operations Manager at Avis Rent a Car from 1992 until 1995. Mr. Albertsen holds
an Economics Bachelor degree in Business Administration from the University of South
Denmark. He also holds a Graduate Diploma in Business Administration from the
Copenhagen Business School.

Gilles Bellemere has served as Deputy CEO of the Company since 2017. He has also been
active within the Group between 2001 and 2013, first as Operations Director (until 2006) of
the Group France and then as Deputy General Manager of the Group. Since 2013, he was
Regional Director within Société Générale Retail Branch. Previously to 2001, he held various
positions within Société Générale Retail Branch since 1987. Mr. Bellemere holds a Master
degree (‘Maitrise’) in Management from Paris Dauphine University and a Postgraduate
degree (‘DESS’) in Foreign Trade from Paris Panthéon-Sorbonne University.

Gilles Momper has served as CFO of the Company since 2012. He has been active at the
Group since 2007. He was Group Financial Controller from 2010 until 2012 and Holding
Financial Controller of ALD from 2007 until 2009. In addition, he was Financial Controller
for Europe at Renault Retail Group from 2001 to 2004 and then Financial Controller for the
Commercial Network at Renault Group from 2004 until 2007. He was also at the Finance
Department (Internal Auditor, Business Planning Manager and Deputy Accounting Director)
of Hertz France and Hertz Germany from 1995 until 2001. Mr. Momper holds a degree from
the French Business School ESC Dijon.

John Saffrett has served as COO of the Company since 2017. He has also been active within
the Group between 1997 and 2006, first as Sales Account Manager and eCommerce (until
2002) of the Group UK and then as IT Director UK from 2002 to 2006. He was also
Managing Director, Program Director of Fimat/Newedge UK from 2011 to 2015 and Europe
CIO / Global Head of Corporate Services IT for Fimat/Newedge UK from 2006 to 2011. He
was also Chief Administration Officer of the Company from 2015 to 2017. Mr. Saffrett holds
a Bachelor degree in IT from Hertfordshire University and an MBA in Automotive from
Nottingham Trent University.




                                      - 213 -
14.1.4   Statement regarding the members of the Board of Directors and the Statutory
         Corporate Officers

         As of the date of this Registration Document, to the Company's knowledge, there are no
         family relationships among the members of the Board of Directors and Statutory Corporate
         Officers.

         To the Company's knowledge, over the course of the past five years: (i) none of the above
         persons has been convicted of fraud; (ii) none of the above persons has been associated with
         any bankruptcy, receivership or judicial liquidation; (iii) no accusations or official public
         sanctions have been brought against any of the above persons by statutory or regulatory
         authorities (including designated professional bodies); and (iv) none of the above persons has
         been disqualified by a court from acting as a member of the administrative, management or
         supervisory body of any company, or from being involved in the management or performance
         of business of any company.

14.2     CONFLICTS OF INTEREST

         As of the date of this Registration Document and to the Company's knowledge, and subject to
         the relationships described in Chapter 19 "Related-Party Transactions" of this Registration
         Document, there are no potential conflicts of interests between the duties of the members of
         the Board of Directors and Statutory Corporate Officers of the Company and their private
         interests.

         As of the date of this Registration Document and to the Company's knowledge, the members
         of the Board of Directors and the Statutory Corporate Officers have not agreed to any
         restrictions relating to the sale of their holdings in the Company's share capital, except for the
         rules relating to the prevention of insider trading and the recommendations of the AFEP-
         MEDEF Code with respect to the obligation of the Chairman and Statutory Corporate
         Officers to retain shares.

         As of the date of this Registration Document, Société Générale and the Company or its local
         subsidiaries have entered into certain commercial relationships – please see also Section 6.6.1
         "Operational relationship" of this Registration Document for additional details. The Company
         also benefits from funding from Société Générale, which accounted for approximately 72% of
         the Group’s debt financing as at 31 December 2016 – please see Section 6.6.2 "Funding" of
         this Registration Document for additional details. Société Générale also provides corporate
         services to the Group and its local subsidiaries, such as financial, legal, audit, credit risk
         management and compliance, tax, human resources, insurance and IT infrastructure services –
         please see Section 6.6.3 "Other services" of this Registration Document for additional details.
         Finally, certain members of the Group’s management team, including Michael Masterson, the
         Company’s Chief Executive Officer, are employees of Société Générale that have been
         seconded to the Group – please see Chapter 15 "Remuneration and benefits" of this
         Registration Document for additional details.




                                                 - 214 -
CHAPTER 15. COMPENSATION AND BENEFITS

15.1     COMPENSATION AND BENEFITS OF STATUTORY CORPORATE OFFICERS
         AND COMPANY OFFICERS

         In connection with the contemplated listing of the Company's shares on Euronext Paris, the
         Company intends to follow the AFEP-MEDEF Code (see Section 16.5 "Statement relating to
         corporate governance").

         The tables below summarise the compensation and benefits of any kind paid to the Statutory
         Corporate Officers and the members of the Board of Directors by: (i) the Company; (ii)
         companies controlled by the Company; (iii) the companies controlled by companies that also
         control the Company, within the meaning of Article L. 233-16 of the French Commercial
         Code; and (iv) companies that control the Company. Because the Company belongs to a
         group of companies as of the date of this Registration Document, the information below
         relates to the amounts owed by all companies in the chain of control in connection with
         offices held by the Chairman, the CEO, the Deputy CEOs and the members of the Board of
         Directors.

         The CEO and the Deputy CEOs are employees of Société Générale. Their employment
         agreement will be suspended after the contemplated listing of the Company's shares on
         Euronext Paris.

15.1.1   Compensation prior to the contemplated listing of the Company's shares on Euronext
         Paris

         Compensation principles

         The compensation policy ensures that these different elements are balanced between the
         general interests of the Company and the Société Générale group.

         The compensation of the Statutory Corporate Officers complies with the CRD4 Directive of
         26 June 2013, the aim of which is to impose compensation policies and practices compatible
         with effective risk management, as the Company is identified on a consolidated basis as a
         significant entity of Société Générale Group. The CRD4 Directive was transposed into French
         law and its policies have been in effect since 1 January 2014.

         Compensation of the Chairman

         Mr. Giovanni Luca Soma was the Chairman of the Board of Directors until 2 March 2017, at
         which date he was replaced by Mr. Didier Hauguel.

         Mr. Giovanni Luca Soma did not receive any compensation for performing his role of
         Chairman of the Board of Directors. However, as an employee, he was directly compensated
         by Société Générale.

         Compensation of the CEO and the Deputy CEOs

         The compensation of the CEO and the Deputy CEOs is broken down into two components:




                                               - 215 -
     -Fixed Remuneration: which rewards experience and responsibilities, and takes into account
     market practices;

     -Annual Variable Remuneration: which rewards the contribution of the CEO and the Deputy
     CEOs to the success of the Company.

     The CEO and the Deputy CEOs are employees of Société Générale. They are seconded to
     ALD to perform their respective role and are directly compensated by Société Générale.
     100% of their compensation is invoiced to ALD on a monthly basis.

     Mr. Pascal Serres was Deputy CEO until 2 March 2017, at which date he was replaced by Mr.
     Gilles Bellemere.

     Annual Variable Compensation

     Annual variable compensation is evaluated through two elements:

     - a quantitative portion, based on the achievement of objectives regarding ALD's financial
     performance (net income and cost-income); and

     - a qualitative portion, based on operational objectives related to ALD's strategy and customer
     satisfaction .

     Variable compensation is expressed as a percentage of annual fixed compensation. In
     accordance with the AFEP-MEDEF Code (§24.3.2), variable compensation is capped and
     may not exceed the maximum levels defined by the compensation policy. In accordance with
     the CRD4 Directive and following the 2014 annual general meeting's approval, variable
     compensation may not exceed 200%23 of annual fixed compensation, even if the objectives
     are exceeded.

     Vesting procedure for Annual Variable Compensation:

     In compliance with the CRD4 Directive, the Board of Directors defined the following vesting
     and payment conditions for the annual variable compensation:

     - an annual portion subject to a condition of presence in the Company and of performance
     condition, vesting in equal instalments of one-third over a three year period with a minimum
     delayed rate of 40%;

     - an allocation of more than 50% is indexed to the Société Générale share price (shares or
     share equivalents), resulting in 50% of the vested portion and a minimum of 50% of the
     unvested portion.

23
     Certain housing allowances paid to Mr. Masterson, at the time he was an ALD UK employee seconded
     in the Company, were tax-exempt. Under Société Générale internal policy, non-taxable compensation
     in France is not included in AMF tables (see Section 15.1.4 "Compensation received by Statutory
     Corporate Officers and Company Officers (AMF Table 2)"). Therefore, Mr. Masterson's variable
     compensation did not exceed 200% of the fixed compensation under the CRD4 Directive given that
     certain housing allowances excluded from his fixed compensation under Société Générale internal
     policy were nonetheless applicable as fixed compensation for CRD4 purposes.




                                             - 216 -
         Additionally, the amount of the variable portion immediately granted in cash shall not exceed
         30%.

         If either the condition of presence or the performance condition is not met, the unvested
         portion may be reduced or even cancelled in whole.

         Other benefits

         The Statutory Corporate Officers benefit from a car made available by the Company. Mr.
         Giovanni Luca Soma, Mr. Michael Masterson, Mr. Tim Albertsen also benefits from a
         housing benefit.

15.1.2   Compensation after the contemplated listing of the Company's shares on Euronext
         Paris

         Compensation principles in respect of 2017

         The compensation policy of the Statutory Corporate Officers is determined by the Board of
         Directors. This policy considers holistically the components of the compensation and the
         other advantages granted, if applicable, in the overall evaluation of the compensation of the
         Statutory Corporate Officers. The compensation policy ensures that these different elements
         are balanced between the general interests of the Company and the Société Générale group.

         In addition, the compensation of the Statutory Corporate Officers complies with the CRD4
         Directive of 26 June 2013, the aim of which is to impose compensation policies and practices
         compatible with effective risk management, as the Company is identified on a consolidated
         basis as a significant entity of Société Générale Group. The CRD4 Directive was transposed
         into French law and its policies have been in effect since 1 January 2014.

         Fixed compensation

         Subject to the listing of the Company's shares on Euronext Paris, the annual fixed
         compensation of:

        Mr Michael Masterson, Chief Executive Officer, will be increased to €350,000;

        Mr Tim Albertsen, Deputy Chief Executive Officer, will be increased to €250,000; and

        Mr Gilles Bellemere, Deputy Chief Executive Officer, will be increased to €180,000.

         Mr. Didier Hauguel does not receive any compensation or director's fees as Chairman of the
         Board of Directors but is compensated by Société Générale for his other functions 24 at Société
         Générale.




24
         As described at Chapter 14.




                                                - 217 -
         Variable compensation

         The components of the variable compensation for 2017 have been submitted by the Board of
         Directors on 4 April 2017. The annual variable compensation will be evaluated through
         quantitative criteria for 60% and qualitative criteria for 40%.

         The quantitative portion will be assessed on the basis of four indicators as follows:
          the annual growth of the fleet;
          the growth of the service and Leasing Contract Margin;
          the operating ratio excluding pre-owned vehicles; and
          the net income per share.

         The qualitative portion will be determined on innovation, client satisfaction, CSR indicators,
         employee barometer and any other operational objective specific to the Company.

         In accordance with the CRD4 Directive, variable compensation may not exceed 200% of
         annual fixed compensation, even if the objectives are exceeded

         The Chief Executive Officer and the Deputy Chief Executive Officers would be eligible for
         an exceptional bonus, related to the success of the listing of the Company's shares on
         Euronext Paris, incorporated in the variable compensation payable in 2018. The purpose of
         such bonus is to reward the success of the transaction in the short and mid-term (between 6
         months and 1 year after the listing of the Company's shares on Euronext Paris).

         The maximum amounts of such exceptional bonus would be as follows:

               Mr. Mike Masterson: €300,000;
               Mr. Tim Albertsen: €100,000; and
               Mr. Gilles Bellemere: €100,000.

15.1.3   Summary table of Compensation, Options and Performance Shares Granted to
         Statutory Corporate Officers for the fiscal years ended 31 December 2015 and 2016
         (AMF Table 1)

         Giovanni Luca Soma
         (Chairman of the Board until 2 March 2017, Board                                                    2016       2015
         Member)
         Compensation due for the fiscal year (detailed under Section
                                                                                                             762,224    679,284
          15.1.4).......................................................................................
         Valuation of multi-year variable compensation granted in the
                                                                                                                    -          -
         course of the fiscal year ..............................................................
         Valuation of options granted during the fiscal year ....................                                   -          -
         Valuation of performance shares granted during the fiscal
                                                                                                                    -          -
          year ...........................................................................................
         Total ...........................................................................................   762,224    679,284




                                                                     - 218 -
         Michael Masterson
                                                                                                             2016       2015
         (Chief Executive Officer, Board Member)
         Compensation due for the fiscal year (detailed under Section
                                                                                                             702,487    631,850
          15.1.4).......................................................................................
         Valuation of multi-year variable compensation granted in the
                                                                                                                    -          -
         course of the fiscal year ..............................................................
         Valuation of options granted during the fiscal year ....................                                   -          -
         Valuation of performance shares granted during the fiscal
                                                                                                                    -          -
          year ...........................................................................................
         Total ...........................................................................................   702,487    631,850




         Pascal Serres (Deputy Chief Executive Officer)                                                      2016       2015
         Compensation due for the fiscal year (detailed under Section
                                                                                                             347,152    311,816
          15.1.4).......................................................................................
         Valuation of multi-year variable compensation granted in the
                                                                                                                    -          -
         course of the fiscal year ..............................................................
         Valuation of options granted during the fiscal year ....................                                   -          -
         Valuation of performance shares granted during the fiscal
                                                                                                                    -          -
          year ...........................................................................................
         Total ...........................................................................................   347,152    311,816


         Tim Albertsen (Deputy Chief Executive Officer)                                                      2016       2015
         Compensation due for the fiscal year (detailed under Section
                                                                                                             496,582    421,428
          15.1.4).......................................................................................
         Valuation of multi-year variable compensation granted in the
                                                                                                                    -          -
         course of the fiscal year ..............................................................
         Valuation of options granted during the fiscal year ....................                                   -          -
         Valuation of performance shares granted during the fiscal
                                                                                                                    -          -
          year ...........................................................................................
         Total ...........................................................................................   496,582    421,428


15.1.4   Compensation received by Statutory Corporate Officers and Company Officers (AMF
         Table 2)

         The table below set forth a breakdown of the fixed, variable, and other compensation paid and
         due to Statutory Corporate Officers and Company Officers.




                                                                     - 219 -
Giovanni Luca Soma
(Chairman of the Board
until 2 March 2017, Board
Member)                                                          2016                                             2015
                                                     Amount due       Amount paid                    Amount due       Amount paid
                                                     in respect of       in 2016                     in respect of       in 2015
                                                             2016                                            2015
Fixed
                                                      272,796                     272,796               245,004          245,004
Compensation .............................................................................
Variable compensation ................................................................
                                                  465,000                     512,731                   410,000          492,915

Of which
Deferred variable
                                                 342,000                     400,731                    298,000          388,915
compensation
Non-deferred variable
                                                 123,000                     112,000                    112,000          104,000
compensation
Valuation of multi-year
variable compensation granted
                                                             -                        -                        -                -
in the course of the fiscal year ....................................................
Exceptional Compensation ..........................................................
                                                           -                        -                          -                -

Directors' Fees                                                       -                         -              -                -

Benefits in kind1                                            24,428                    24,428             24,280          24,280

Total ............................................................................................
                                                              762,224                     809,955       679,284          762,199
   (1) This amount corresponds to the car and housing benefits.


Michael Masterson
(Chief Executive Officer,
Board Member)                                                    2016                                             2015
                                                     Amount due       Amount paid                    Amount due       Amount paid
                                                     in respect of       in 2016                     in respect of       in 2015
                                                             2016                                            2015
Fixed
                                                     189,563                     189,563                177,937          177,937
Compensation ............................................................................
Variable compensation ................................................................
                                                  500,000                     488,304                   450,000          330,578

Of which
Deferred variable
                                                 370,000                     368,304                    330,000          220,578
compensation
Non-deferred variable
                                                 130,000                     120,000                    120,000          110,000
compensation
Valuation of multi-year
variable compensation granted
                                                             -                        -                        -                -
in the course of the fiscal year ....................................................




                                                             - 220 -
Exceptional Compensation ..........................................................
                                                           -                        -                          -                -

Directors' Fees                                                       -                         -              -                -

Benefits in kind1                                            12,924                    12,924              3,913           3,913

Total ............................................................................................
                                                              702,487                     690,791       631,850          512,428
   (1) This amount corresponds to the car and housing benefits.


Pascal Serres (Deputy Chief
Executive Officer)                                               2016                                             2015
                                                     Amount due       Amount paid                    Amount due       Amount paid
                                                     in respect of       in 2016                     in respect of       in 2015
                                                             2016                                            2015
Fixed
                                                      160,000                     157,500               150,000          150,000
Compensation .............................................................................
Variable compensation ................................................................
                                                  180,000                     180,507                   160,000          103,561

Of which
Deferred variable
                                                 126,000                     132,507                    112,000           58,561
compensation
Non-deferred variable
                                                   54,000                      48,000                     48,000          45,000
compensation
Valuation of multi-year
variable compensation granted
                                                             -                        -                        -                -
in the course of the fiscal year ....................................................
Exceptional Compensation ..........................................................
                                                 5,336*                      5,336*                            -                -

Directors' Fees                                                       -                         -              -                -

Benefits in kind1                                              1,816                     1,816             1,816           1,816

Total ............................................................................................
                                                              347,152                     345,159       311,816          255,378
   (1) This amount corresponds to the car benefits.

   *This amount corresponds to a long-service award (Médaille du travail)


Tim Albertsen (Deputy Chief
Executive Officer)                                               2016                                             2015
                                                     Amount due       Amount paid                    Amount due       Amount paid
                                                     in respect of       in 2016                     in respect of       in 2015
                                                             2016                                            2015
Fixed
                                                     165,000                     165,000                147,450          147,450
Compensation ............................................................................
Variable compensation ................................................................
                                                  285,000                     304,781                   270,000          113,568




                                                             - 221 -
         Of which
         Deferred variable
                                                          199,500                     223,781                            189,000              50,568
         compensation
         Non-deferred variable
                                                            85,500                      81,000                            81,000              63,000
         compensation
         Valuation of multi-year
         variable compensation granted
                                                                      -                        -                               -                   -
         in the course of the fiscal year ....................................................
         Exceptional Compensation ..........................................................
                                                          5,336*                      5,336*                                   -                   -

         Directors' Fees                                                       -                         -                     -                   -

         Benefits in kind1                                            41,247                    41,247                     3,978               3,978

         Total ............................................................................................
                                                                       496,582                     516,364               421,428             264,995
            (1) This amount corresponds to the car and housing benefits.

            *This amount corresponds to a long-service award (Médaille du travail).


15.1.5      Directors' attendance fees and other compensation received by members of the Board of
            Directors (AMF Table 3)

            The table below shows directors' fees and other types of compensation received by the
            members of the Board of Directors.

                                                                                                                2016            2015
                                                                                                              (paid in        (paid in
                                                                                                              2016 for        2015 for
                                                                                                               2015)           2014)
            Giovanni Luca Soma
            (Chairman of the Board until 2 March 2017, Board
            Member)
            Directors' attendance fees ...........................................................                   0                   0
            Other compensation ....................................................................            809,955             762,199
            Michael Masterson
            (Chief Executive Officer, Board Member)
            Directors' attendance fees ...........................................................                   0                   0
            Other compensation ....................................................................            690,791             512,428

            Société Générale represented by Anne Mascle-Allemand
            (Board Member)
            Directors' attendance fees ...........................................................                  0                  0
            Other compensation ....................................................................                NA                 NA

            Didier Hauguel




                                                                      - 222 -
         (Board Member)


         Directors' attendance fees ...........................................................     0    0
         Other compensation ....................................................................   NA   NA

         Karine Destre-Bohn
         (Board Member)
         Directors' attendance fees ...........................................................     0    0
         Other compensation ....................................................................   NA   NA

         Jean-Louis Klein
         (Board Member)
         Directors' attendance fees ...........................................................     0    0
         Other compensation ....................................................................   NA   NA

         Sylvie Remond
         (Board Member)
         Directors' attendance fees ...........................................................     0    0
         Other compensation ....................................................................   NA   NA


15.1.6   Stock subscription, option plans and performance share grant plans allocated by the
         Company or by any Group company

         The long-term incentive plans referred to below provides for the grant of Société Générale's
         shares.

         In addition, the Board of Directors of the Company was given on 20 April 2017 an
         authorization to grant performance shares (existing or newly issued) to some or all of the
         Group's employees, subject to the listing of the Company's shares on Euronext Paris.




                                                               - 223 -
15.1.6.1 Stock subscription or purchase options

       Stock subscription or purchase options allocated during the year to each executive officer by the issuer or
       by any Group company (AMF Table 4)
            Name of        Plan No.      Option type     Valuation of   Number of    Exercise      Exercise
               the         and date     (subscription     the options     options     price         period
            executive                   or purchase)       using the     allocated
             officer                                     method used    during the
                                                            for the      financial
                                                         consolidated       year
                                                           financial
                                                          statements
            Nil             Nil         Nil              Nil            Nil          Nil           Nil



       Stock subscription or purchase options exercised during the year by each executive officer (AMF
       Table 5)
            Name of the         Plan No. and      Number of                  Exercise price
        Statutory Executive         date            options
              Officer                          allocated during
                                                 the financial
                                                     year




       Giovanni Luca Soma         Nil                     Nil                         Nil


       Michael Masterson          Plan 2010 - SO         444                         €41,20
                                  2010-03 L2NR


       Pascal Serres              Plan 2009 -SO          315                         €23,18
                                  2009-03 L2 R
       Tim Albertsen              Plan 2010 - SO         395                         €41,20
                                  2010-03 L2NR


       Total                            -                1,154                         -




                                               - 224 -
History of allocation of stock subscription or purchase options. Information on the stock
subscription or purchase options (AMF Table 8)

Shareholders' meeting dated 27 May 2008                                          Plan 2010     Plan 2009
                                                                                SO 2010-03    SO 2009-03
                                                                                   L2NR          L2 R
Board of Directors meetings'                                                   9 March 2010 9 March 2009


Number of total subscription or purchase options, of which number are             15,102       16,282
available for subscription or purchased by:

The Statutory Corporate Officers
                                                     Giovanni Luca Soma           5,133         3,534

                                                       Michael Masterson           888          1,085

                                                               Tim Albertsen       790          868

                                                               Pascal Serres       790          629

Starting date for option exercise                                              9 March 2014 31 March 2012

Expiration date                                                                8 March 2017 8 March 2016

Stock or purchase option price                                                     41.2         23.18

Number of shares issued on 31 December 2016                                       2,863         7,897

Cumulative number of stock subscription or purchase options cancelled or          8,141         8,385
expired

Stock subscription or purchase options remaining at year end                      4,098          0




                                      - 225 -
15.1.6.2 Stock subscription or purchase options granted to the top ten non-Statutory Corporate
       Officers employees who received the largest number of options exercised by such employees
       (Table 9)

       Stock subscription or purchase options granted to           Total number of              Weighted
       the top ten nonexecutive officer employees and             options awarded /           average price
       options exercised by such employees                       shares subscribed or
                                                                      purchased


       Options granted during the year, by the issuer and by              Nil                           Nil
       any company included in this scope to the ten
       employees of the issuer and any company included in
       this scope, whose number of options awarded is
       highest (overall figure)




       Options held in respect of the issuer and the                     1,267                      €42.17
       companies previously mentioned exercised during the
       year by the ten employees of the issuer and such
       companies whose number of purchased or subscribed
       options is highest (overall figure)




15.1.6.3 Performance shares

       There are no free shares plan directly granted by ALD. However, Société Générale's free
       shares plan is to a limited number of managers, subject to attendance conditions. As at 31
       December 2016, 324 employees benefit from 109,716 shares (174 employees benefit from
       26,580 shares as at December 31, 2015 and 153 employees benefit from 23,121 shares as at
       December 31, 2014). For further information, see Section 17.2 "Shareholdings and free shares".

       In 2016, Giovanni Luca Soma was granted 2,825 performance shares for a value of
       €87,124.92, Pascal Serres, Deputy CEO, was granted 1,296 performance shares for a value of
       €38,296.8, and Tim Albertsen, Deputy CEO was granted 2,186 performance shares for a value
       of €64,596.3.




                                              - 226 -
Performance                Grant          Number            Valuation of            Vesting         Availability   Performance
    shares                 date               of                shares               date              date         conditions
   granted                (board           shares            according
  during the               date)          granted               to the
fiscal year to                            during            method used
  each chief                                 the               for the
  executive                                fiscal           consolidated
    officer                                 year              financial
                                                             statements
                                                              (IFRS 2)



Giovanni                                                                 31
                        Date: 1                                                                     1 October      REX IBFS
Luca                                     1,412                €40,835.04 March
                        March                                                                       2019           2018>0
Soma                    2016                                             2019



                                                                         31                         1 October      TSR
                        Date:1            1,413               €46,289.88 March
                                                                                                    2021           between
                        March
                        2016                                             2021                                      2015 and
                                                                                                                   2020
Michael
                        Nil              Nil                   Nil                 Nil              Nil            Nil
Masterson

Pascal                                                                   31
                        Date:1           648                  €19,556.64 March                      1 October      RNPG > 0
Serres                  March                                                                       2018
                        2016                                             2018


                                                                         31
                        Date:1            648                 €18,740.16 March                      1 October      RNPG > 0
                        March                                                                       2019
                        2016                                             2019


                                                                         31
Tim                     Date:1                                                                      1 October
                                         1,093                €32,986.74 March                                     RNPG > 0
Albertsen               March                                                                       2018
                                                                         2018
                        2016


                                                                                    31
                        Date:1                                €31,609.56                            1 October      RNPG > 0
                                         1,093                                      March
                        March                                                                       2019
                        2016                                                        2019

                                                           €190,018.02
Total............................................................................................
                                        6,307




                                                          - 227 -
Performance shares received during the fiscal year by each chief executive officer (AMF Table 7)

    Performance shares               Number and grant date                   Number of shares           Vesting conditions
    received during the                 (board date)                        received during the
    fiscal year by each                                                         fiscal year
      chief executive
           officer

   Nil                           Nil                                        Nil                       Nil



Record of performance shares awarded (Table 10)

Information on performance
shares

                                                     Plan 2016        Plan 2015           Plan 2014         Plan 2013   Plan 2012
 Date of General meeting                              18 May            20 May             22 May            22 May      25 May
                                                       2016                2014             2012              2012         2010
                                                 18 May                12 March           13 March          14 March     2 March
 Date of Board meeting ................................................................
                                                   2016                    2015             2014              2013         2012
 Total number of shares granted                        42,269              26,580          23,121            37,598      46,108
 …………………………...

 Of which number of shares
 granted to Chief Executive
 Officers …………………..
                   Giovanni Luca Soma                   2,825                 0              0                 0              0

                     Michael Masterson                     0                  0              0                 0              0

                            Tim Albertsen               2,186                 0              0                 0              0

                             Pascal Serres              1,296                 0              0                 0             401
 Vesting date ………………                                 29 March            31 March         31 March          31 March    31 March
                                                     2018 (1st             2017             2016              2015        2014
                                                      tranch)
                                                     29 March
                                                     2019 (2nd
                                                      tranch)
 Holding period end date………
                                                         30              31 March         31 March          31 March    31 March
                                                    September              2019             2018              2017        2016
                                                     2018 (1st
                                                      tranch)
                                                          30




                                                       - 228 -
                                                                September
                                                                2019 (2nd
                                                                 tranch)
         Number of shares vested at
                                                                       0                     0           4,219    5,682    42,013
         31.12.2016……………………..

         Total number of cancelled or
                                                                       0                   369            614     2,171    4,095
         lapsed shares…………………...

         Performance shares outstanding                          42,269                 26,211           18,288   29,745     0
         at year-end .................................................................................


15.2     EMPLOYMENT AGREEMENTS, RETIREMENT PAYMENTS AND DEPARTURE
         COMPENSATION OF STATUTORY CORPORATE OFFICERS

15.2.1   Prior to the contemplated listing of the Company's shares on Euronext Paris

         Supplementary pension allocation plan

         The Statutory Corporate Officers retain the benefits of the supplementary pension allocation
         plan for senior managers that applied to them as employees prior to their appointment as
         Chief Executive Officers.

         This supplementary plan was introduced in 1991. Conforming to the provisions of Article
         L137-11 of the French Social Security Code, it provides senior executives appointed as of this
         date, upon claiming their French Social Security pension, with a total pension equal to the
         product of the following:

         -      the average, over the last ten years of the career, of the proportion of basic salaries
                exceeding “Tranche B” of the AGIRC pension increased by a variable part limited to 5%
                of the basic fixed salary; and
         -      the rate equal to the number of years of professional service at Société Générale divided
                by 60, corresponding to an acquisition of potential rights of 1.67% a year, provide that
                the years of service taken into account cannot exceed 42.

         The AGIRC “Tranche C” pension acquired in respect of their professional service at Société
         Generale is deducted from this total pension.

         The supplementary amount covered by Société Generale is increased for beneficiaries who
         have raised at least three children, as well as for those who retire after the legal retirement age
         set by Social Security. It may not be less than one-third of the full-rate service value of the
         AGIRC “Tranche B” points acquired by the senior manager in question.

         The rights are subject to the employees being employed by the Company upon claiming their
         pension.




                                                                   - 229 -
         Each year, potential rights are calculated according to seniority and projected salary at the age
         of retirement, based on recognised actuarial principles. They are subject to prefinancing with
         an insurance company.

         IP Valmy supplementary pension fund

         The Statutory Corporate Officers retain the benefits of the supplementary defined contribution
         plan that applied to them as employees prior to their appointment as Chief Executive Officers.

         This defined contribution plan, established within the framework of Article 83 of the French
         General Tax Code, was implemented in 1995. Membership is compulsory for all employees
         with at least one year’s seniority in the company and allows beneficiaries to acquire annual
         deferred life annuity rights of 0.1% of their remuneration, capped at two annual social
         security caps. This plan is financed 1.5% by the company and 0.5% by employees. It is
         insured with the company IP Valmy.

         Severance pay

         The Statutory Corporate Officers contracts do not provide for any severance pay after their
         term of office within the Company. If the Statutory Corporate Officers were to receive
         severance pay, it would be on the basis of the termination of their employment employments
         agreements.

         Non-compete clause

         In the event Michael Masterson ceases to be an employee of Société Générale, he is bound by
         a non-compete clause prohibiting him from accepting a position with a listed credit institution
         in Europe and with a non-listed credit institution in France. The non-compete clause is valid
         for a period of 6 months and compensated in the amount of Mr. Masterson's fixed salary.

15.2.2   After the contemplated listing of the Company's shares on Euronext Paris

         Supplementary pension allocation plan

         See Section 15.2.1 above.

         IP Valmy supplementary pension fund

         See Section 15.2.1 above.

         Severance pay

         Mr Michael Masterson, Mr Tim Albertsen and Mr Gilles Bellemere' employment contracts
         being suspended in the context of the listing of the Company's shares on Euronext Paris, it is
         contemplated that they would be granted an allowance in the event of termination of their
         respective office by the Board of Directors.




                                                 - 230 -
         Non-compete clause

         Mr Michael Masterson, Mr Tim Albertsen and Mr Gilles Bellemere will be subject to a non-
         compete obligation for a period of 24 months as from the termination date of their Statutory
         Corporate Officers' duties and departure date from Société Générale group and compensated
         in the amount of their fixed salary.

15.2.3   Employment agreements, retirement payments, and departure compensation of
         Statutory Corporate Officers (AMF Table 11)

                                                                    Severance or
                                                                   other benefits
                                                                                      Compensation
                                                                  due or likely to
                              Employment        Supplemental                             under a
                                                                   become due as
                               Agreement        pension plan                           non-compete
                                                                     a result of
                                                                                          clause
                                                                  termination or
                                                                  change of office
                              Yes       No       Yes       No       Yes       No      Yes       No
         Didier Hauguel
         (Chairman of the
         Board of
         Directors)            x*                 x                  x                           x
         Mandate from
         02/03/2017 to
         31/12/2020
         Giovanni Luca
         Soma
         (Chairman of
         the Board,
         Director)             x*                 x                  x                           x
         Mandate from
         27/09/2010 to 2
         March 2017
         Michael
         Masterson
         (Chief Executive
         Officer)             x*1                 x                  x                  x
         Mandate from
         11/05/2011 to
         31/12/2018
         Gilles Bellemere
         (Deputy Chief
         Executive            x*1                 x                  x                  x
         Officer)
         Mandate from
         02/03/2017 to




                                               - 231 -
                                                                            Severance or
                                                                           other benefits
                                                                                                Compensation
                                                                          due or likely to
                               Employment            Supplemental                                  under a
                                                                           become due as
                                Agreement            pension plan                                non-compete
                                                                             a result of
                                                                                                    clause
                                                                          termination or
                                                                          change of office
                                Yes        No           Yes      No         Yes       No         Yes         No
       31/12/2018
       Pascal Serres
       (Deputy Chief
       Executive
       Officer)                 x*                       x                   x                                x
       Mandate from
       02/10/02 to
       02/03/2017
       Tim Albertsen
       (Deputy Chief
       Executive
       Officer)                 x*1                      x                   x                                x
       Mandate from
       11/05/2011 to
       31/12/2018
       * Employment agreements with Société Générale.
       (1) These employment agreements will be suspended after the contemplated listing of the Company's shares on
       Euronext Paris.



15.3   AMOUNT OF PROVISIONS MADE OR RECORDED BY THE COMPANY OR BY
       ITS SUBSIDIARIES FOR THE PAYMENT OF PENSIONS, RETIREMENT PLANS
       OR OTHER BENEFITS

       The Company has not made provisions for any amounts for payment of pension or other
       similar benefits for its Statutory Corporate Officers other than provisions to cover the post
       retirement benefits described in Note 27 "Retirement benefit obligations and long term
       benefits" and in Note 33 "Key management compensation" of the Group's consolidated
       financial statements for the year ending 31 December 2016.




                                                   - 232 -
          CHAPTER 16. RULES APPLICABLE TO CORPORATE BODIES AND MANAGEMENT
                                COMMITTEES

          16.1     TERMS OF OFFICE OF MEMBERS OF THE CORPORATE BODIES AND
                   MANAGEMENT BODIES

                   The terms of office of the members of the Company's Board of Directors and Statutory
                   Corporate Officers can be found in Section 14.1 "Composition of Management and
                   Supervisory Bodies" of this Registration Document.

          16.2     INFORMATION ON SERVICE CONTRACTS BETWEEN MEMBERS OF THE
                   ADMINISTRATIVE AND MANAGEMENT BODIES AND THE COMPANY OR ANY
                   ONE OF ITS SUBSIDIARIES

                   To the Company's knowledge, and other than as noted in Chapter 19 "Related-Party
                   Transactions", there are no service contracts between members of the Company's Board of
                   Directors and the Company or any of its subsidiaries providing for the granting of benefits.
                   Those services contracts relate mainly to corporate services, information technology services,
                   insurance policies and brokerage services. Those contracts are described below.

                                                                             Legal
Purpose          Duration       Parties       Date           Renewal                              Services delivered   Cash flows
                                                                             qualification
                                Société                      Tacit renewal                        SG and ALD to
                                Générale SA                  from year to                         provide advice,      Costs + 5%
                                (« SG »)                                     Agreement
Intra-group                                   1 June 2009    year unless                          assistance and       (invoiced
                                                                             entered into at                           quarterly)
corporate        Initial term   ALD           (effective 1   terminated by                        services in
                                                                             arm’s lengths and
services fees    of one year    (« ALD »)     January        either party                         administrative,      (2015 invoiced
                                                                             in the normal
agreement                       Axus SA/NV    2009)          with three                           financial and IT     amount: EUR
                                                                             course of business
                                (« ALD                       month written                        areas to ALD         778,634)
                                Belgium »)                   notice                               Belgium



                                Société                      Tacit renewal                        SG and ALD to
                                Générale SA                  from year to                         provide advice,      Costs + 5%
                                (« SG »)      January 2,                     Agreement                                 (invoiced
Intra-group                                                  year unless                          assistance and
                                              2009                           entered into at                           quarterly)
corporate        Initial term   ALD                          terminated by                        services in
                                              (effective 1                   arm’s lengths and
services fees    of one year    (« ALD »)                    either party                         administrative,      (2015 invoiced
                                              January                        in the normal
agreement                       TEMSYS                       with three                           financial and IT     amount: EUR
                                              2009)                          course of business
                                (« ALD                       month written                        areas to ALD         2,159,521)
                                France »)                    notice                               France



                                Société
                                Générale SA                  Tacit renewal                        SG and ALD to
                                (« SG »)                     from year to                         provide advice,      Costs + 5%
                                              2 January                      Agreement                                 (invoiced
Intra-group                     ALD                          year unless                          assistance and
                                              2009                           entered into at                           quarterly)
corporate        Initial term   (« ALD »)                    terminated by                        services in
                                              (effective                     arm’s lengths and
services fees    of one year    ALD                          either party                         administrative,      (2015 invoiced
                                              1January                       in the normal
agreement                       AutoLeasing                  with three                           financial and IT     amount: EUR
                                              2009)                          course of business
                                D GmbH                       month written                        areas to ALD         1,187,052)
                                (« ALD                       notice                               Germany
                                Germany »)




                                                              - 233 -
                                                                              Legal
Purpose         Duration       Parties         Date           Renewal                              Services delivered   Cash flows
                                                                              qualification
                               Société                        Tacit renewal
                               Générale SA                                                         SG and ALD to        Costs + 5%
                                                              from year to
                               (« SG »)        2January                       Agreement            provide advice,      (invoiced
Intra-group                                                   year unless
                                               2009                           entered into at      assistance and       quarterly)
corporate       Initial term   ALD                            terminated by
                                               (effective 1                   arm’s lengths and    services in
services fees   of one year    (« ALD »)                      either party                                              (2015 invoiced
                                               January                        in the normal        administrative,
agreement                      Axus Italiana                  with three                                                amount: EUR
                                               2009)                          course of business   financial and IT
                               SRL (« ALD                     month written                                             1,593,430)
                                                                                                   areas to ALD Italy
                               Italia »)                      notice



                               Société
                               Générale SA                    Tacit renewal                        SG and ALD to
                               (« SG »)                       from year to                         provide advice,      Costs + 5%
                                               2 January                      Agreement                                 (invoiced
Intra-group                    ALD                            year unless                          assistance and
                                               2009                           entered into at                           quarterly)
corporate       Initial term   (« ALD »)                      terminated by                        services in
                                               (effective 1                   arm’s lengths and
services fees   of one year    Axus                           either party                         administrative,      (2015 invoiced
                                               January                        in the normal
agreement                      Nederland BV                   with three                           financial and IT     amount: EUR
                                               2009)                          course of business
                               (« ALD                         month written                        areas to ALD         425,519)
                               Netherlands                    notice                               Netherlands
                               »)


                               Société
                               Générale SA                    Tacit renewal                        SG and ALD to
                                                              from year to                         provide advice,      Costs + 5%
                               (« SG »)        2 January                      Agreement
Intra-group                                                   year unless                          assistance and       (invoiced
                               ALD             2009                           entered into at                           quarterly)
corporate       Initial term                                  terminated by                        services in
                               (« ALD »)       (effective                     arm’s lengths and
services fees   of one year                                   either party                         administrative,      (2015 invoiced
                               ALD             1January                       in the normal
agreement                                                     with three                           financial and IT     amount: EUR
                               Automotive      2009)                          course of business
                                                              month written                        areas to ALD         666,494)
                               SA (« ALD                      notice                               Spain
                               Spain »)


                               Société
                               Générale SA                    Tacit renewal
                               (« SG »)                                                            SG and ALD to        Costs + 5%
                                                              from year to
                                               2 January                      Agreement            provide advice,
Intra-group                    ALD                            year unless                                               (invoiced
                                               2009                           entered into at      assistance and       quarterly)
corporate       Initial term   (« ALD »)                      terminated by
                                               (effective 1                   arm’s lengths and    services in
services fees   of one year    ALD                            either party                                              (2015 invoiced
                                               January                        in the normal        administrative,
agreement                      Automotive                     with three                                                amount: EUR
                                               2009)                          course of business   financial and IT
                               Group Plc                      month written                                             1,090,024)
                                                                                                   areas to ALD UK
                               (« ALD                         notice
                               UK »)


                               Société                        Tacit renewal                        SG and ALD to
                               Générale SA                    from year to                         provide advice,
                               (« SG »)        2 January                      Agreement
Intra-group                                                   year unless                          assistance and
                                               2009                           entered into at                           Costs + 5%
corporate       Initial term   ALD                            terminated by                        services in
                                               (effective 1                   arm’s lengths and                         (invoiced
services fees   of one year    (« ALD »)                      either party                         administrative,
                                               January                        in the normal                             quarterly)
agreement                                                     with three                           financial and IT
                               ALD             2009)                          course of business
                                                              month written                        areas to ALD
                               Automotive
                                                              notice                               Mexico
                               SA de CV




                                                               - 234 -
                                                                              Legal
Purpose           Duration       Parties       Date         Renewal                                Services delivered     Cash flows
                                                                              qualification
                                 (« ALD
                                 Mexico »)


Supply of IT      Unlimited      Société       16December   N/a.              Agreement            SG, acting as a        Invoicing based on
service                          Générale      2011         Agreement         entered into at      service provider, to   services carried
infrastructures                  (« SG»)                    may be            arm’s lengths and    provide ALD with       out in the month
                                 ALD                        terminated by     in the normal        a range of IT          and closed on the
                                 (« ALD »)                  ALD by            course of business   services               last day of the
                                                            giving a 6                                                    month.
                                                            month notice
                                                            period and by
                                                                                                                          Amount of 2016
                                                            the SG with
                                                                                                                          invoice: EUR
                                                            18 month
                                                                                                                          10,002,000
                                                            notice period.


Supply of IT      Unlimited      Société       1July 2009   N/a.              Agreement            SG, acting as a        Invoicing based on
service                          Générale SA                Agreement         entered into at      service provider, to   services carried
infrastructures                  (« SG »)                   may be            arm’s lengths and    provide ALD            out in the month
                                 TEMSYS                     terminated by     in the normal        France with a          and closed on the
                                 (« ALD                     ALD by            course of business   range of IT            last day of the
                                 France »)                  giving a 6                             services               month.
                                                            month notice                                                  Amount of 2016
                                                            period and by                                                 invoice: EUR
                                                            the SG with                                                   4,596,000
                                                            24 month
                                                            notice period.


Agreement for     Initial term   Société       October      Tacit renewal     Agreement            ALD France to pay      Fee equal to 1.20%
the payment       of one year    Générale SA   1999         from year to      entered into at      a fee for each         of the purchase
of fee for                       (« SG »)                   year unless       arm’s lengths and    leasing agreement      price (VAT
brokerage                        TEMSYS                     terminated by     in the normal        (financial lease,      excluded) of the
services                         (« ALD                     either party at   course of business   long term lease…)      leased vehicles
rendered                         France »)                  the end of                             entered into with      Amount of 2016
                                                            each civil                             customers              invoice: EUR
                                                            trimester with                         introduced though      2,510,000
                                                            one month                              SG branches or
                                                            prior notice                           agencies



          16.3      INTERNAL REGULATIONS OF THE BOARD OF DIRECTORS

                    At its meeting on 2 March 2017, subject to the listing date of the Company's shares on
                    Euronext Paris (apart from provisions included in Section 16.3.1 "Participation in the Board
                    of Directors' Meetings, Videoconference and Telecommunication" which are immediately
                    applicable), the Board of Directors adopted internal regulations (the "Internal Regulations")
                    describing its composition and duties and the rules governing its functioning in addition to
                    applicable law and regulations and the Bylaws. Information about the powers and functioning
                    of the Board of Directors specified in the Internal Regulations are included in Section 21.2.2
                    "Board of Directors and Statutory Corporate Officers" of this Registration Document.




                                                             - 235 -
         The Internal Regulations contain the principal provisions described below.

16.3.1   Participation in the       Board     of   Directors'   Meetings,     Videoconference    and
         Telecommunication

         Members of the Board of Directors who cannot physically attend the meetings of the Board of
         Directors can inform the Chairman of their intent to participate in the meeting by means of
         videoconference or any other means of telecommunication, provided that such means satisfies
         technical requirements ensuring the effective participation of each director in the Board of
         Directors' meeting. These provisions are not applicable in instances where the law excludes
         such possibility to participate in Board of Directors' meetings through videoconference or
         other means of telecommunication. Such resources shall transmit at least the participants'
         voices, and provide technical features allowing a continuous and simultaneous transmission.

         Directors participating in a meeting by means of videoconference or other means of
         telecommunication will be deemed present for purposes of calculating the quorum and
         majority.

16.3.2   Decisions Requiring Board Approval

         As defined in the Internal Regulations, the CEO may take the following decisions only with
         the prior approval of the Board of Directors:

             -   any organic growth transactions of an amount over €30 million in equity or overheads
                 and not yet approved as part of the annual budget or strategic plan;

             -   any external growth transactions of an unit amount greater than 3% of the Group's
                 consolidated accountable equity, or greater than 1.50% of the Group's consolidated
                 accountable equity, in the event where these transactions do not fall within the
                 priorities of development approved within the strategic plan;

             -   any sale transactions of an amount over 1.50% of the Group's consolidated
                 accountable equity; and

             -   any partnership transactions entailing a balancing adjustment of an amount over
                 1.50% of the Group's consolidated accountable equity.

16.3.3   Evaluation of the Work Performed by the Board of Directors

         At least once a year, an item must be put on the agenda of the meeting of the Board of
         Directors relating to the evaluation of the functioning of the Board of Directors.

16.4     COMMITTEES OF THE BOARD OF DIRECTORS

         Pursuant to article 10 of the internal regulations, the Board of Directors may create
         committees charged with examining questions submitted to them by the Board of Directors or
         its Chairman.

         It is intended that two committees will be created: an audit, internal control and risk
         committee (the "Audit, Internal Control and Risk Committee") and a nomination and




                                                - 236 -
           compensation committee (the "Nomination and Compensation Committee"). The
           compositions of the committees (as set forth below) will follow the recommendations of the
           AFEP-MEDEF Code.

16.4.1     Audit, Internal Control and Risk Committee

16.4.1.1 Composition and meetings

           The Audit, Internal Control and Risk Committee will be comprised of at least 3 members,
           two-thirds of whom will be independent members, and none of whom hold management
           positions. The members of the Audit Committee shall have appropriate accounting and
           financial skills.

           The contemplated composition of the Audit, Internal Control and Risk Committee as of the
           listing of the Company's shares on Euronext Paris will be as follows: Xavier Durand as
           Chairman, Karine Destre-Bohn and Nathalie Leboucher25.

           The Audit, Internal Control and Risk Committee may hear, in addition to the directors, the
           statutory auditors as well as the executives in charge of internal control and risk management,
           and compliance.

16.4.1.2 Duties

           The Audit, Internal Control and Risk Committee, acting under the responsibility of the Board
           of Directors, will have notably the following duties:

                -   to review the financial statements prior to their submission to the Board of Directors
                    and to ensure the relevance and consistency of the accounting principles and methods
                    applied to establish corporate and consolidated accounts;

                -   to monitor the process for the preparation of the financial information, and in
                    particular its quality and reliability, to make any proposal for its improvement and to
                    ensure that any corrective action have been implemented in the event of malfunction
                    in the process;

                -   to issue a recommendation regarding the statutory auditors to be appointed by the
                    General meeting; to issue recommendations to the Board of Directors for the
                    reappointment of the statutory auditors, as well as for their fees;

                -   to review the working program of the Company's statutory auditors, and more
                    generally, to supervise the legal audit of the statutory and consolidated financial
                    statements by the Company's statutory auditors;

                -   to ensure compliance by the statutory auditors with the conditions of independence
                    provided by the French Commercial Code, and in particular through the review of
                    their fees granted by the Group as well as any network to which they may belong and
                    by the prior approval of any duty which does not strictly fall within the statutory audit
                    of the accounts;
25
     This composition will be submitted to the Board of Directors for approval after the contemplated IPO.




                                                      - 237 -
              -   to monitor the effectiveness and consistency of the internal control and risk
                  management systems, and if necessary suggest complementary actions; and

              -   to report to the Board of Directors.

16.4.2   Nomination and Compensation Committee

16.4.2.1 Composition and meetings

         The Nomination and Compensation Committee will be comprised at least 3 members, the
         majority of whom will be independent members, and none of whom hold management
         positions.

         The contemplated composition of the Nomination and Compensation Committee after the
         listing of the Company's shares on Euronext Paris would be as follows: Patricia Lacoste as
         Chairman, Christophe Périllat and Sylvie Rémond26.

16.4.2.2 Duties

         The Nomination and Compensation Committee is a specialised committee of the Board of
         Directors whose principal duty is to help the Board of Directors in the composition of the
         managing bodies of the Company and the Group and in determining and regularly evaluating
         the compensation and benefits of the executives of the Group (including all deferred benefits
         and/or compensation for voluntary or involuntary departures from the Group).

         In this context and in accordance with AFEP-MEDEF Code, the Nomination and
         Compensation Committee, under the responsibility of the Board of Directors will have the
         following duties, any others:

             to identify and to make proposals to the Board of Directors in relation to the appointment
              of members of the Board of Directors;

             to suggest nominations to the Board of Directors with a defined objective to ensure
              balanced representation of men and women within the Board of Directors, and to draft a
              policy for achieving that objective;

             to perform periodically an evaluation of the structure, size, and composition of the Board
              and the effectiveness of the Board’s work; and

             to prepare the proposals and opinions on compensation to be sent to the Board of
              Directors, and in particular, regarding the compensation granted to the executive
              directors and to perform an annual evaluation of the principles of the compensation and
              benefit policy.




26
     This composition will be submitted to the Board of Directors for approval after the contemplated IPO.




                                                    - 238 -
16.5   STATEMENT RELATING TO CORPORATE GOVERNANCE

       As from the listing of the Company's shares on Euronext Paris, the Company intends to
       follow the recommendations of the AFEP-MEDEF Code

       The AFEP-MEDEF Code to which the Company intends to follow may be consulted on the
       Internet at the following address: http://www.afep.com

16.6   INTERNAL CONTROL

       The internal control systems implemented by the Group are described in detail in Section
       4.5.1.4 "Operational risk management" and 16.4.1 "Audit, Internal Control and Risk
       Committee" of this Registration Document.




                                           - 239 -
CHAPTER 17. EMPLOYEES

17.1     DESCRIPTION OF THE WORKFORCE

17.1.1   Evolution of the Workforce

17.1.1.1 Workforce

         The table below shows the evolution of the full-time equivalent workforce over the last three
         years. It excludes the external IT workforce, i.e. 152 full-time equivalent (FTE) as of 31
         December 2016, 113 FTE as of 31 December 2015 and 109 FTE as of 31 December 2014.

                                                                                                                                                             31 December
         Headcount (full-time equivalent)                                                                                           2016                         2015                  2014
         France ....................................................................................................                         1,470                    1,004                     939
         Outside of France ..................................................................................                                4,452                    4,114                   3,880
         Total ......................................................................................................                        5,922                    5,118                   4,819



17.1.1.2 Recruitment

         The table below shows the total number of employees recruited over the last three years.

                                                                                                                                                             31 December
         Recruitment with permanent contracts                                                                                       2016                         2015                  2014
         France ....................................................................................................                           332                    202                      208
         Outside of France ..................................................................................                                  997                    745                      689
         Total ......................................................................................................                        1,329                    947                      897




17.1.1.3 Departures

         The table below shows the total number of departures (including voluntary and involuntary
         departures, dismissals for cause and termination by mutual consent) from the Group over the
         last three years.

                                                                                                                                                             31 December
         Departures                                                                                                                 2016                         2015                  2014
         France ....................................................................................................                            171                         4                    6
         Outside of France ..................................................................................                                   801                       772                  546
         Total ......................................................................................................                           972                       776                  552



17.1.2   Breakdown of the workforce

17.1.2.1 Breakdown by country

         As of 31 December 2016, the breakdown of the Group's workforce by country was as follows:

                                                                                                                                                                        Total headcount as of
                                                                                                                                                                        31 December 2016
         Regions                                                                                                                                                        (in full-time equivalent)
         Western Europe                                                                   ...........................................................................                       3,899
         Of which                                                                         Belgium .............................................................                               236
                                                                                          France ................................................................                           1,470
                                                                                          Germany ............................................................                                510




                                                                                             - 240 -
                                                                                                                                                                       Total headcount as of
                                                                                                                                                                       31 December 2016
       Regions                                                                                                                                                         (in full-time equivalent)
                                                                                         Italy ...................................................................                           535
                                                                                         Spain .................................................................                             348
                                                                                         United Kingdom ...............................................                                      440
       Northern Europe                                                                   ...........................................................................                         376
       Central and Eastern Europe                                                        ...........................................................................                         906
       Latam, Africa, Asia & RoW                                                         ...........................................................................                         741
       TOTAL                                                                                                                                                                               5,922




17.1.2.2 Breakdown by type of employment contract

       The table below shows the breakdown of the Group's workforce by type of employment
       contract over the last three years.

                                                                                                                                                            31 December
       Workforce Distribution by Type of Employment Agreement                                                                      2016                         2015                  2014
       Open-ended employment agreements ...................................................                                                 93%                      95%                   96%
       Short-term employment agreements .....................................................                                                7%                       5%                    4%
       Total ......................................................................................................                        100%                     100%                  100%



17.1.2.3 Breakdown by socio-professional category

       The table below shows the breakdown of the Group's workforce by socio-professional
       category over the last three years.

                                                                                                                                                            31 December
       Socio-professional category                                                                                                 2016                         2015                  2014
       Managers ...............................................................................................                             18%                      10%                   15%
       Others (workers, employees, and technicians non-managers) .............                                                              82%                      81%                     85
       Total ......................................................................................................                        100%                     100%                  100%



17.1.2.4 Breakdown by gender

       The table below shows the breakdown of the Group's workforce by gender as of 31 December
       2014, 2015 and 2016.

                                                                                                                                                            31 December
       Workforce Distribution by Gender                                                                                            2016                         2015                  2014
       Women ..................................................................................................                               44%                    45%                     45%
       Men........................................................................................................                            56%                    55%                     55%


17.1.2.5 Breakdown by age category

       The table below shows the breakdown of the Group's workforce by age category as of 31
       December 2014, 2015 and 2016.

                                                                                                                                                            31 December
       Workforce Distribution by age category                                                                                      2016                         2015                  2014
       < 25 ........................................................................................................                        4.6%                     4.5%                  4.6%
       Between 25 and 35 years old ................................................................                                        33.9%                    34.8%                 36.8%
       Between 35 and 45 years old ................................................................                                        36.9%                    37.2%                 36.3%
       Between45 and 55 years old .................................................................                                        19.5%                    18.5%                 17.3%




                                                                                            - 241 -
                                                                                                                                       31 December
         Workforce Distribution by age category                                                                         2016               2015        2014
         > 55 years old ........................................................................................                5.1%            5.0%       4.9%
         Total ......................................................................................................          100%            100%       100%




17.1.3   Human resources policy

         The mission of the human resources department is to support the Group's growth, in all of its
         human and functional components. The Group's human resources policy enables each
         employee to find the best fit in terms of job assignment and skills in response to the business's
         needs. Therefore, the Group puts the development of individual and collective talent at the
         centre of its responsibility as an employer. The Group's human resources policy focuses on
         two key goals:

                         providing a fulfilling work environment; and

                         promoting the employees integration.

17.1.3.1 Professional Equality

         (i)              Measures to support equality between women and men

                          The Group's policy to support professional equality between women and men has
                          always been important to the Company. Despite evolving in the automobile
                          environment and having a particularly masculine workforce, the Company does its
                          best to respect professional diversity, a source of social balance and economic
                          efficiency.

                          Therefore, the Group conducts its professional equality policy between women and
                          men on a long-term basis. In order to attain this, the Company produces a rapport
                          annuel unique in which particular attention is given to the comparative situation of
                          women and men in the Company. This report is based on factual evidence and
                          provides a summary of this issue in terms of hiring, training, qualification, working
                          conditions, effective remuneration and balance between personal life and professional
                          life. Furthermore, this report helps the Group objectively appreciate the situation in
                          terms of equality between women and men in the Company and define the privileged
                          progress goals.

                          Pursuant to articles R. 2242-2 of the French Labour Code, the Company must be
                          involved in three of the areas of actions set out in article L. 2323-57 of the French
                          Labour Code which are:

                                           Hiring;

                                           Training;

                                           Career development;

                                           Qualification;




                                                                                             - 242 -
               Classification;

               Working conditions;

               Effective remuneration; and

               Balance between professional life and exercise of family responsibilities.

        The Company entered into an agreement relating to professional equality between
        men and women on 18 July 2013. In July 2014, a second agreement entered into force.
        The Group decided to focus its efforts as from 2014 on effective remuneration,
        balance between professional life and exercise of family responsibilities and training.

(ii)    Measures to promote employment and integration of persons with disabilities

        Since 2008, the Group has been entering agreements to promote the employment and
        integration of persons with disabilities. The Company established its Mission
        Handicap as of that year and the proportion of disabled workers rose from 1,8% to
        6,17%, which is above the legal requirement. The Company intends to go further in
        its efforts to raise awareness and its efforts in training its workforce. The year 2014
        saw the entry into force of a third agreement to promote the employment and
        integration of employees with disabilities. Furthermore, a workshop for experienced
        managers is currently being deployed. This third agreement also provides for the
        integration of young persons with disabilities having been trained inside CFA
        program, who often encounter difficulties in finding an internship or an
        apprenticeship in companies.

(iii)   Measures to promote the fight against discrimination

        At Company-level, an agreement relating to the employment of senior workers
        entered into force on 1 January 2010 for a duration of two years. New legal
        obligations introduced by a French law dated 1 March 2013 have provided the Group
        with the opportunity to go further in terms of hiring youth and seniors. After
        conducting an in-depth review of its workforce, especially in terms of age structure,
        the Company's aim is threefold: sustainable hiring of young co-workers, hiring and
        keeping in employment seniors, transmitting knowledge and skills.

        To promote the employment of young people, the Group established anti-
        discrimination policies, drafted and distributed a special welcome program for young
        hires and developed its apprenticeship offers. To hire and retain seniors, the Company
        established anti-discrimination policies in all its internal and external hiring processes
        as well as along the career path. It also initiated flexibility in terms of working hours
        for seniors. To promote the transmission of knowledge and skills from one generation
        to the next, the Group set up educational workshops to help seniors transmit their
        knowledge.




                                        - 243 -
17.1.3.2 Compensation policy

        The Group conducts a compensation policy which complies with the standards and
        regulations in force in each country in which it does business. This policy is intended to
        ensure that employees are in a position compliant with the compensation recorded on the
        market by valuing a global envelope that combines monetary compensation and benefits. The
        monetary compensation includes a fixed compensation which rewards the ability to hold a
        position satisfactorily through the mastery of skills, to which is added, where appropriate, a
        variable compensation which is intended to acknowledge the collective and individual
        performance and which depends on the results obtained with regard to objectives defined at
        the beginning of the year and appreciated according to the context but also according to the
        behaviours implemented to achieve them.

        As part of the additional compensation, the Group benefits from the long-term incentive
        program developed at the level of Société Générale, which helps to keep and motivate certain
        categories of employees, in particular key executives and strategic talents.

        This compensation policy is based on global principles which are applied in each country,
        taking into account their economic, social and competitive context, as well as the legal and
        regulatory requirements in force, in particular with regards to minimum wages.

        All the Group entities respect their social and tax obligations on compensation paid and
        benefits to employees. Due to the high degree of internationalisation of the Group, the variety
        of living standards encountered and the large number of foreign currencies involved (15
        different currencies on the perimeter concerned), the averages covering several countries are
        not interpretable.

17.1.3.3 Absenteeism

        The table below shows the rate of absenteeism during the fiscal year ended 31 December
        2014, 2015 and 2016.

                                                                                                                         31 December
        Absenteeism                                                                                          2016            2015        2014
        Rate of absenteeism ..............................................................................       2.41%           2.68%      2.53%




17.1.3.4 Training

        The Group invests heavily in training to enable its employees to evolve, to acquire new skills
        in line with the realities of the company and their foreseeable evolutions, and to offer each
        employee the opportunity to fulfil his or her potential.

        In 2015, 3,708 employees were trained for a total of 76,176 hours, a little more than two and a
        half days of training on average per employee. They were 3,532 in 2014 for a total of 63,283
        hours.

        81% of employees received training in 2015. This number is unchanged from 2014.




                                                                                     - 244 -
         In 2016, 4,298 employees were trained for a total of 72,804 hours, approximately 2.2 days of
         training on average per employee. 90.4% of employees received training in 2016. This
         number has increased over 2015 as a result of online training.

         In particular, 865 employees of Temsys (ALD France) received training in 2016 for a total of
         13,243 hours, in particular through "ALD Campus" and "ALD Excellence" trainings.

17.2     SHAREHOLDINGS AND FREE SHARES

         ALD is involved in one free share plan as of 31 December 2016 granted by the parent
         company, Société Générale. The free shares plan (“AGA”) is granted to a limited number of
         managers, subject to attendance conditions. As at 31 December 2016, 324 employees benefit
         from 109,716 shares (174 employees benefit from 26,580 shares as at 31 December 2015 and
         153 employees benefit from 23,121 shares as at 31 December 2014).

         Société Générale had also granted a free shares plan (“PAGA”) that ended on 31 March 2016.
         Within this plan all employees were granted 40 Société Générale shares in November 2010,
         subject to attendance and performance conditions. The vesting period ended in 31 March
         2015 for the first 33 section i.e. 16 shares and on 31 March 2016 for the second section i.e. 24
         shares. 755 employees in France and 2,802 employees outside the France had benefited from
         this plan.

         Société Générale grants rights to its equity instruments directly to the employees of the
         company: the parent (not the subsidiary) provides these employees of the company with the
         equity instruments. Therefore, in accordance with IFRS 2, the company shall measure the
         services received from its employees in accordance with the requirements applicable to
         equity-settled share-based payment transactions, and recognise a corresponding increase in
         equity as a contribution from the parent.

17.3     PROFIT-SHARING AGREEMENTS AND INCENTIVE SCHEMES

         Employees based in France benefit from the following mechanisms that enable them, with
         respect to the first mechanism, to share in the Group's capital, and, with respect to the second
         mechanism, to share in the Société Générale group's profits:

17.3.1   Company Savings Plans and Similar Plans

         Pursuant to Articles L. 3323-2 and L. 3323-3 of the French Labour Code, companies with
         profit-sharing plans are also required to maintain company savings plans. A group or
         company savings plan is a collective savings system offering employees of the companies
         belonging to the plan the ability, with the help of their employers, to build investment
         portfolios. In particular, it can receive amounts under a profit-sharing or incentive agreement,
         as well as voluntary contributions. Amounts invested in a company savings plan cannot be
         withdrawn for five years, except in the early-withdrawal cases provided for by law.

         The companies of the Société Générale group have an international group savings plan
         entered into on 8 April 2003. An amendment to the international group savings plans was
         signed on 22 December 2014. This agreement provides for employee contributions in the
         amount they chose without exceeding 25% of their annual gross income. The employer




                                                 - 245 -
         contribution is calculated in accordance with the Act of accession or the schedule to the Act
         of accession.

         This group savings plan is open to all employees of the Société Générale group and not just
         those based in France. Indeed, the Group wishes to enable its employees abroad to benefit
         from the group savings plan.

17.3.2   Profit-Sharing Agreements

         Pursuant to Article L. 3322-2 of the French Labour Code, profit-sharing agreements are
         required in businesses with more than 50 employees and having a taxable profit of greater
         than a 5 percent Return on Equity.

         The Group's French subsidiaries have distinct profit sharing agreements.

            Profit-sharing agreement at Société Générale group's companies use a formula based on
             the gross operating income BDDF (Banque de détail en France) minus the cost of risk;

            Profit-sharing at ALD International and ALD France (Temsys SA) are based on a
             calculation including the net income minus equity divided by the value added.

17.3.3   Incentive Plan

         An incentive plan is an optional mechanism whose purpose is to enable a company to give
         employees, collectively, an interest in the company’s results of operations or performance
         through the payment of immediately payable bonuses pursuant to Article L. 3312-1 of the
         French Labour Code, defined using a calculation formula contingent on the company’s results
         or performance.

         The Group's French subsidiaries have incentive plans except for ALD International.

            Incentive plans at Société Générale group's companies use a formula based on financial
             compensation and participation of the fiscal year; and

            Incentive plans at ALD France (Temsys SA) is based on a calculation including the
             operating income generated and the operating income budgeted.




                                                - 246 -
CHAPTER 18. MAJOR SHAREHOLDERS

18.1   SHAREHOLDERS

       The Table below shows the breakdown of the Company's shareholders as of the date of this
       Registration document:

        Shareholders                           Number of shares           Percent of share capital

        Société Générale                               404,103,580                          99.9%

        Société Générale
                                                                 50                         0.08%
        Participations

        Société Générale Financial
                                                                 10                         0.02%
        services

        Total                                          404,103,640                           100%



18.2   VOTING RIGHTS OF THE SHAREHOLDERS

       According to the Bylaws of the Company, each share of the Company entitles to one vote.

       The double voting right provided for by article L. 225-113 of the French Commercial Code is
       expressly excluded by the Bylaws, as effective as of the listing date of the Company's shares
       on Euronext Paris.

18.3   CONTROL OF THE COMPANY

       As of the date of this Registration Document, the Company is controlled by Société Générale.

       Following the listing of the Company's shares on Euronext Paris, and to ensure that Société
       Générale does not unfairly use its control of the Company, the Company intends to follow the
       recommendations of the AFEP-MEDEF Code applicable to controlled companies. In
       accordance with those recommendations, at least one-third of the members of the Board of
       Directors will be independent directors. Thus, following the AFEP-MEDEF recommendations
       on corporate governance, and in particular on the composition of the committees of the Board
       of Directors, will protect the interests of minority shareholders.

18.4   SHAREHOLDERS' AGREEMENTS

       To the Company's knowledge, there is no shareholders' agreement as of the date of this
       Registration Document.

18.5   AGREEMENTS LIKELY TO LEAD TO A CHANGE OF CONTROL

       To the Company's knowledge, there is no agreement as of the date of this Registration
       Document the implementation of which might lead to a change of control.




                                             - 247 -
CHAPTER 19. RELATED-PARTY TRANSACTIONS

19.1   PRINCIPAL RELATED-PARTY TRANSACTIONS

       There are no related-party transactions within the meaning of article L. 225-38 of the French
       Commercial Code for the fiscal years 2014, 2015 and 2016.

       For more information on agreements entered into between the Group and Société Générale,
       see Section 6.6 "Relationship with Société Générale" of this Registration Document.

       The related party transactions within the meaning of IFRS are described in Note 33 to the
       Group's consolidated financial statements which are included in Section 20.1 "Group's
       audited consolidated financial statements and statutory auditors' audit report for the years
       ended 31 december 2016, 2015 and 2014" of this Registration Document. These transactions
       relate mainly to key management compensation, sales of goods and services, information
       technology services, premises, brokerage, insurance policy, corporate services, loans, tax
       consolidation.




                                             - 248 -
19.2      STATUTORY AUDITORS' SPECIAL REPORTS ON RELATED-PARTY
          AGREEMENTS AND COMMITMENTS FOR FISCAL YEARS 2016, 2015 AND 2014

19.2.1    Statutory auditors' special report on related-party agreements and commitments for
          fiscal year 2016




   This is a free translation into English of a report issued in French and it is provided solely for the convenience of English
   speaking users. This report should be read in conjunction with, and construed in accordance with, French law and professional
   standards applicable in France




                  DELOITTE et Associés                                              ERNST & YOUNG et Autres
               185, avenue Charles de Gaulle                                            1/2, place des Saisons
               92524 Neuilly-sur-Seine Cedex                                    92400 Courbevoie – Paris La Défense 1
                S.A. au capital de €1.723.040                                          S.A.S à capital variable
                 Commissaire aux Comptes                                             Commissaire aux Comptes
                  Membre de la compagnie                                              Membre de la compagnie
                   régionale de Versailles                                             régionale de Versailles




ALD International

General Meeting of Shareholders to approve the financial statements for the year ended 31st December 2016



Statutory auditors' report on related party agreements and commitments



To the Shareholders,

In our capacity as statutory auditors of your company, we hereby report on certain related party agreements and
commitments.

We are required to inform you, on the basis of the information provided to us, of the terms and conditions and
the reasons for the company’s interest of those agreements and commitments indicated to us, or that we may
have identified in the performance of our engagement. We are not required to comment as to whether they are
beneficial or appropriate or to ascertain the existence of any such agreements and commitments. It is your
responsibility, in accordance with Article R. 225-31 of the French commercial code (Code de Commerce), to
evaluate the benefits resulting from these agreements and commitments prior to their approval.

In addition, we are required, where applicable, to inform you in accordance with Article R. 225-31 of the French
commercial code (Code de Commerce) concerning the implementation, during the year, of the agreements and
commitments already approved by the General Meeting of Shareholders.




                                                              - 249 -
We performed those procedures which we considered necessary to comply with professional guidance issued by
the French National Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes)
relating to this type of engagement.


Agreements and commitments submitted for approval by the General Meeting of Shareholders


Agreements and commitments authorized during the year

We hereby inform you that we have not been advised of any agreements or commitment authorized in the course
of the year to be submitted to the General Meeting of Shareholders for approval in accordance with Article L.
225-38 of the French commercial code (Code de Commerce).


Agreements and commitments already approved by the General Meeting of Shareholders

We hereby inform you that we have not been advised of any agreements or commitment already approved by the
General Meeting of Shareholders, whose implementation continued during the year.




Neuilly-sur-Seine and Paris-La Défense, March 17th, 2017

                                          French original signed by
                                            The statutory auditors


             DELOITTE & ASSOCIES                                      ERNST & YOUNG et Autres




                Jean-Marc Mickeler                     Vincent Roty                        Micha Missakian




                                                  - 250 -
19.2.2    Statutory auditors' special report on related-party agreements and commitments for
          fiscal year 2015


   This is a free translation into English of a report issued in French and it is provided solely for the convenience of English speaking
   users. This report should be read in conjunction with, and construed in accordance with, French law and professional standards
   applicable in France



                   DELOITTE et Associés                                                  ERNST & YOUNG et Autres
                185, avenue Charles de Gaulle                                                1/2, place des Saisons
                92524 Neuilly-sur-Seine Cedex                                        92400 Courbevoie – Paris La Défense 1
                 S.A. au capital de €1.723.040                                              S.A.S à capital variable
                  Commissaire aux Comptes                                                 Commissaire aux Comptes
                   Membre de la compagnie                                                  Membre de la compagnie
                    régionale de Versailles                                                 régionale de Versailles




ALD International

General Meeting of Shareholders to approve the financial statements for the year ended 31st December 2015



Statutory auditors' report on related party agreements and commitments



To the Shareholders,

In our capacity as statutory auditors of your company, we hereby report on certain related party agreements and
commitments.

We are required to inform you, on the basis of the information provided to us, of the terms and conditions and
the reasons for the company’s interest of those agreements and commitments indicated to us, or that we may
have identified in the performance of our engagement. We are not required to comment as to whether they are
beneficial or appropriate or to ascertain the existence of any such agreements and commitments. It is your
responsibility, in accordance with Article R. 225-31 of the French commercial code (Code de Commerce), to
evaluate the benefits resulting from these agreements and commitments prior to their approval.

In addition, we are required, where applicable, to inform you in accordance with Article R. 225-31 of the French
commercial code (Code de Commerce) concerning the implementation, during the year, of the agreements and
commitments already approved by the General Meeting of Shareholders.

We performed those procedures which we considered necessary to comply with professional guidance issued by
the French National Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes)
relating to this type of engagement.




                                                                 - 251 -
Agreements and commitments submitted for approval by the General Meeting of Shareholders


Agreements and commitments authorized during the year

We hereby inform you that we have not been advised of any agreement or commitment authorized in the course
of the year to be submitted to the General Meeting of Shareholders for approval in accordance with Article L.
225-38 of the French commercial code (Code de Commerce).


Agreements and commitments already approved by the General Meeting of Shareholders

We hereby inform you that we have not been advised of any agreement or commitment already approved by the
General Meeting of Shareholders, whose implementation continued during the year.




Neuilly-sur-Seine and Paris-La Défense, June 1st 2016

                                          French original signed by
                                            The statutory auditors


             DELOITTE & ASSOCIES                                      ERNST & YOUNG et Autres




                 Jean-Marc Mickeler                                                 Vincent Roty




                                                   - 252 -
19.2.3   Statutory auditors' special report on related-party agreements and commitments for
         fiscal year 2014



  This is a free translation into English of a report issued in French and it is provided solely for
  the convenience of English speaking users. This report should be read in conjunction with, and
  construed in accordance with, French law and professional standards applicable in France


             DELOITTE et Associés                             ERNST & YOUNG et Autres
          185, avenue Charles de Gaulle                           1/2, place des Saisons
          92524 Neuilly-sur-Seine Cedex                   92400 Courbevoie – Paris La Défense 1
           S.A. au capital de €1.723.040                         S.A.S à capital variable
            Commissaire aux Comptes                            Commissaire aux Comptes
             Membre de la compagnie                             Membre de la compagnie
              régionale de Versailles                            régionale de Versailles




ALD International

General Meeting of Shareholders to approve the financial statements for the year ended 31st December
2014


Statutory auditors' report on related party agreements and commitments



To the Shareholders,

In our capacity as statutory auditors of your company, we hereby report on certain related party
agreements and commitments.

We are required to inform you, on the basis of the information provided to us, of the terms and
conditions of those agreements and commitments indicated to us, or that we may have identified in
the performance of our engagement. We are not required to comment as to whether they are beneficial
or appropriate or to ascertain the existence of any such agreements and commitments. It is your
responsibility, in accordance with Article R. 225-31 of the French commercial code (Code de
Commerce), to evaluate the benefits resulting from these agreements and commitments prior to their
approval.

In addition, we are required, where applicable, to inform you in accordance with Article R. 225-31 of
the French commercial code (Code de Commerce) concerning the implementation, during the year, of
the agreements and commitments already approved by the General Meeting of Shareholders.

We performed those procedures which we considered necessary to comply with professional guidance
issued by the French National Institute of Statutory Auditors (Compagnie Nationale des Commissaires
aux Comptes) relating to this type of engagement.




                                               - 253 -
Agreements and commitments submitted for approval by the General Meeting of Shareholders


Agreements and commitments authorized during the year

We hereby inform you that we have not been advised of any agreement or commitment authorized in
the course of the year to be submitted to the General Meeting of Shareholders for approval in
accordance with Article L. 225-38 of the French commercial code (Code de Commerce).


Agreements and commitments already approved by the General Meeting of Shareholders

We hereby inform you that we have not been advised of any agreement or commitment already
approved by the General Meeting of Shareholders, whose implementation continued during the year.




Neuilly-sur-Seine and Paris-La Défense, May 21st 2015

                                    French original signed by
                                      The statutory auditors

           DELOITTE & ASSOCIES                             ERNST & YOUNG et Autres




              Jean-Marc Mickeler                                               Vincent Roty




                                             - 254 -
CHAPTER 20. FINANCIAL INFORMATION CONCERNING THE COMPANY'S ASSETS
                  AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND
                  LOSSES

20.1     GROUP'S AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND
         STATUTORY AUDITORS' AUDIT REPORT FOR THE YEARS ENDED 31
         DECEMBER 2016, 2015 AND 2014

20.1.1   Group's audited consolidated financial statements for the years ended 31 December
         2016, 2015 and 2014


                             ALD INTERNATIONAL
                     CONSOLIDATED FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 2016, 2015 and 2014




                                          - 255 -
SUMMARY
CONSOLIDATED INCOME STATEMENT AND STATEMENT OF COMPREHENSIVE
INCOME                                                       258
CONSOLIDATED BALANCE SHEET                                               260
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY                              261
CONSOLIDATED STATEMENT OF CASH FLOWS                                     262
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                               264
NOTE 1.    GENERAL INFORMATION                                           264
NOTE 2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                    265
NOTE 3.    FINANCIAL RISK MANAGEMENT                                     288
NOTE 4.    CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS                  298
NOTE 5.    SEGMENT INFORMATION                                           299
NOTE 6.    CHANGES IN THE SCOPE OF CONSOLIDATION IN THE YEAR ENDED DECEMBER
31, 2016                                                                 302
NOTE 7.    REVENUES AND COST OF REVENUES                                 303
NOTE 8.    IMPAIRMENT CHARGES ON RECEIVABLES                             304
NOTE 9.    STAFF EXPENSES                                                305
NOTE 10.   GENERAL AND ADMINISTRATIVE EXPENSES                           305
NOTE 11.   DEPRECIATION AND AMORTISATION                                 305
NOTE 12.   NON-RECURRING OPERATING INCOME (EXPENSES)                     305
NOTE 13.   INCOME TAX EXPENSE                                            306
NOTE 14.   RENTAL FLEET                                                  308
NOTE 15.   OTHER PROPERTY AND EQUIPMENT AND OTHER INTANGIBLE ASSETS
                                                                         310
NOTE 16.   GOODWILL                                                      312
NOTE 17.   INVESTMENTS IN ASSOCIATES AND JOINT VENTURES                  314
NOTE 18.   DERIVATIVE FINANCIAL INSTRUMENTS                              315
NOTE 19.   OTHER NON-CURRENT AND CURRENT FINANCIAL ASSETS                316
NOTE 20.   INVENTORIES                                                   317
NOTE 21.   RECEIVABLES FROM CLIENTS AND FINANCIAL INSTITUTIONS           317
NOTE 22.   OTHER RECEIVABLES AND PREPAYMENTS                             318
NOTE 23.   CASH AND CASH EQUIVALENTS                                     318
NOTE 24.   FINANCIAL ASSETS AND LIABILITIES BY CATEGORY                  319
NOTE 25.   SHARE CAPITAL AND SHARE PREMIUM                               321
NOTE 26.   BORROWINGS FROM FINANCIAL INSTITUTIONS, BONDS AND NOTES ISSUED
                                                                         321
NOTE 27.   RETIREMENT BENEFIT OBLIGATIONS AND LONG TERM BENEFITS         323
NOTE 28.   PROVISIONS                                                    328
NOTE 29.   TRADE AND OTHER PAYABLES                                      329




                                   - 256 -
NOTE 30.   DIVIDENDS PER SHARE                 329
NOTE 31.   EARNINGS PER SHARE                  329
NOTE 32.   COMMITMENTS                         330
NOTE 33.   RELATED PARTIES                     330
NOTE 34.   AUDITORS’ FEES                      334
NOTE 35.   EVENTS AFTER THE REPORTING PERIOD   334
NOTE 36.   SCOPE OF CONSOLIDATION              335




                                    - 257 -
CONSOLIDATED INCOME STATEMENT AND STATEMENT OF COMPREHENSIVE
INCOME


Consolidated income statement
                                                                               Year ended December 31,
(In EUR million)                                           Notes       2016 (*)        2015 (*)      2014 (*)
                                                                                      Restated       Restated
Leasing contract revenues                                   7a,7d           3,520.7         3,211.5       3,015.4
Leasing contract costs - depreciation                         7a          (2,795.8)       (2,552.2)     (2,379.1)
Leasing contract costs - financing                            7a            (205.9)         (229.8)       (257.0)
Unrealised gains/losses on financial instruments              7a               (4.9)            2.1            1.8
Leasing contract margin                                                       514.1           431.6         381.1
Services revenues                                           7b,7d           1,667.0         1,574.6       1,514.7
Cost of services revenues                                     7b          (1,138.4)       (1,040.6)     (1,069.3)
Services margin                                                               528.6           534.0         445.4
Proceeds of cars sold                                       7c,7d           2,377.7         2,045.5       1,786.4
Cost of cars sold                                             7c          (2,176.2)       (1,838.3)     (1,633.3)
Car sales result                                                              201.5           207.2         153.1
GROSS OPERATING INCOME                                                      1,244.2         1,172.8         979.7
Staff expenses                                                 9            (342.5)         (306.3)       (279.6)
General and administrative expenses                           10            (189.0)         (169.4)       (156.1)
Depreciation and amortisation                                 11             (21.5)          (16.1)        (13.0)
Total operating expenses                                                    (553.1)         (491.8)       (448.7)
Impairment charges on receivables                              8             (23.8)          (20.9)        (18.4)
Non-recurring income (expenses)                               12               (2.0)         (57.0)          (0.0)
OPERATING RESULT                                                              665.3           603.1         512.6
Share of profit of associates and jointly controlled entities                    0.7            0.9            0.6
Profit before tax                                                             666.1           604.0         513.2
Income tax expense                                            13            (150.4)         (174.7)       (135.7)
Net income                                                                    515.7           429.3         377.5
Net income attributable to:
Owners of the Company                                                         511.7              424.3             375.5
Non-controlling interests                                                       4.0                5.0               2.0

Earnings per share for net income attributable to the owners of the parent:
Basic and diluted earnings per share                   31               12.7                      10.5               9.3
(*) The format of our consolidated income statement for 2016, 2015 and 2014 has been changed to improve the understanding
of the Group's financial results and performance.




                                                      - 258 -
Consolidated statement of comprehensive income


                                                                               Year ended December 31,
(in EUR million)                                                   Notes            2016     2015         2014
Net income                                                                          515.7    429.3       377.5
Items that will not be reclassified subsequently to profit or loss                   (1.2)      0.8        (0.9)
Changes in actuarial gain/(Loss) on retirement benefit, before tax                   (1.7)      1.0        (1.3)
Deferred tax on actuarial gain/(Loss) on retirement benefit                            0.5    (0.3)          0.4
Items that may be reclassified subsequently to profit or loss                      (15.3)     (8.6)      (41.9)
Changes in cash flow hedges, before tax                             18             (13.8)       4.6        (5.3)
Deferred tax on cash flow hedges                                                       3.9    (2.2)          0.6
Currency translation differences                                                     (5.4)  (11.0)       (37.3)
Other comprehensive income for the year, net of tax                                (16.4)     (7.8)      (42.8)
Total comprehensive income for the period                                           499.3    421.5       334.7
Attributable to
Owners of the Company                                                              495.6    416.1        332.3
Non-controlling interests                                                            3.7      5.4          2.4

Total comprehensive income attributable to owners of the parent arises from:
- Continuing operations                                                            495.6    416.1        332.3




                                                   - 259 -
CONSOLIDATED BALANCE SHEET



                                                                         Year ended December 31,
(in EUR million)                                        Notes     2016             2015            2014

ASSETS
Rental fleet                                              14    14,075.0        11,674.6       10,300.9
Other property and equipment                              15        75.3            46.4           39.8
Goodwill                                                  16       424.4           191.7          178.4
Other intangible assets                                   15        29.0            19.9           16.9
Investments in associates and jointly controlled          17         6.0             5.6            4.9
entities
Derivative financial instruments                          18        68.9            65.0           85.1
Deferred tax assets                                       13       123.6           123.6          109.1
Other non-current financial assets                        19       980.2         1,072.6        1,146.7
Non-current assets                                              15,782.4        13,199.4       11,881.9
Inventories                                               20       209.5           173.9          161.8
Receivables from clients and financial institutions       21     1,270.4         1,089.2          972.2
Current income tax receivable                                      113.3           128.4           71.6
Other receivables and prepayments                         22       670.8           503.3          522.8
Derivative financial instruments                          18         9.4            64.4           15.0
Other current financial assets                            19       288.4           237.6          243.9
Cash and cash equivalents                                 23       164.6           330.9          266.5
Current assets                                                   2,726.2         2,527.7        2,253.8
Total assets                                                    18,508.6        15,727.1       14,135.7
EQUITY AND LIABILITIES
Share capital                                             25       606.1           606.1          550.0
Share premium                                                      375.1           475.1            0.0
Retained earnings and other reserves                             1,484.9         1,224.6          956.5
Net income                                                         511.7           424.3          375.5
Equity attributable to owners of the parent                      2,977.6         2,730.1        1,882.0
Non-controlling interests                                           34.9            32.2           27.6
Total equity                                                     3,012.6         2,762.3        1,909.6
Borrowings from financial institutions                    26     7,665.6         5,656.4        6,328.6
Bonds and notes issued                                    26     1,916.7         1,956.2        2,023.3
Derivative financial instruments                          18        47.6            25.8           88.0
Deferred tax liabilities                                  13       206.3           179.6          161.9
Retirement benefit obligations and long term benefits     27        19.5            17.2           17.5
Provisions                                                28       100.1            87.1          101.3
Non-current liabilities                                          9,955.8         7,922.3        8,720.6
Borrowings from financial institutions                    26     2,284.8         2,110.9        1,497.1
Bonds and notes issued                                    26       999.6         1,015.5          390.8
Trade and other payables                                  29     1,985.6         1,637.4        1,417.5
Derivative financial instruments                          18         4.4             0.7            2.5
Current income tax liabilities                                     123.4           128.4           80.7
Provisions                                                28       142.3           149.6          116.8
Current liabilities                                              5,540.2         5,042.5        3,505.5
Total liabilities                                               15,496.0        12,964.8       12,226.1
Total equity and liabilities                                    18,508.6        15,727.1       14,135.7




                                                  - 260 -
   CONSOLIDATED STATEMENT OF CHANGES IN EQUITY



                                         Attributable to equity holders of the company
(in EUR million)




                                                                                                                                                     capital




                                                                                                                                                                                                        Equity attributable
                                                                                                                                                                                                        to the owners of the
                                                                                  Translation reserves




                                                                                                                             Actuarial gain/(loss)




                                                                                                                                                                     Retained earnings
                                                                                                           Hedging reserve




                                                                                                                                                                                                                               Non-controlling
                                                               Share premium
                                               Share capital




                                                                                                                                                                                                                                                      Total equity
                                                                                                                                                                                           Net income




                                                                                                                                                                                                                               interests
                                                                                                                                                     reserves
                                                                                                                             reserve




                                                                                                                                                                                                        parent
                                                                                                                                                     Other
Balance As at January 1, 2014              550.0                       -       (31.1)                     0.3                 (3.1)                        3.3     730.8                 298.4           1,548.7                 20.8            1,569.5

Changes in cash flow hedges                            -               -                       -         (4.6)                                -                -                -                -              (4.6)                      -       (4.6)
Actuarial     gain/(loss)    on      post        -       -         -         -     (0.9)           -            -          -         (0.9)                                                                                                 -       (0.9)
employment benefit obligations
Currency translation differences                 -       -    (37.7)         -         -           -            -          -       (37.7)                                                                                            0.4          (37.3)
Other comprehensive income                       -       -    (37.7)     (4.6)     (0.9)           -            -          -       (43.2)                                                                                            0.4          (42.8)
Net income (*)                                   -       -         -         -         -           -            -      375.5        375.5                                                                                            2.0          377.5
Total comprehensive income for the               -       -    (37.7)     (4.6)     (0.9)           -            -      375.5        332.3                                                                                            2.4          334.7
period
Proceeds from shares issued                      -       -         -         -         -           -            -          -             -                                                                                          -                   -
Share-Based payments                             -       -         -         -         -        1.2             -          -           1.2                                                                                          -                 1.2
Dividends                                        -       -         -         -         -           -            -          -             -                                                                                      (2.7)               (2.7)
Scope changes                                    -       -         -         -         -           -        (0.0)          -         (0.0)                                                                                        7.0                 7.0
Appropriation of net income                      -       -         -         -         -           -       298.2     (298.4)         (0.2)                                                                                          -               (0.2)
Other                                            -       -         -         -         -           -            -          -             -                                                                                          -                   -
Balance As at December 31, 2014              550.0       -    (68.8)     (4.3)     (4.0)        4.5      1,029.1       375.5     1,882.0                                                                                        27.6             1,909.6
Balance As at January 1, 2015                550.0       -    (68.8)     (4.3)     (4.0)        4.5      1,029.1       375.5     1,882.0                                                                                        27.6             1,909.6
Changes in cash flow hedges                      -       -         -       2.4         -           -            -          -           2.4                                                                                          -                 2.4
Actuarial     gain/(loss)    on      post        -       -         -         -       0.8           -            -          -           0.8                                                                                          -                 0.8
employment benefit obligations
Currency translation differences                 -       -    (11.4)         -         -           -            -          -       (11.4)                                                                                            0.4          (11.0)
Other comprehensive income                       -       -    (11.4)       2.4       0.8           -            -          -         (8.2)                                                                                           0.4           (7.8)
Net income                                       -       -         -         -         -           -            -      424.3        424.3                                                                                            5.0          429.3
Total comprehensive income for the               -       -    (11.4)       2.4       0.8           -            -      424.3        416.1                                                                                            5.4          421.4
period
Proceeds from shares issued                      -       -         -         -         -           -            -          -             -                                                                                          -                   -
Share-Based payments                             -       -         -         -         -        1.0             -          -           1.0                                                                                          -                 1.0
Dividends                                        -       -         -         -         -           -     (100.1)           -      (100.1)                                                                                       (0.9)            (101.0)
Scope changes                                 56.1 475.1           -         -         -           -        (0.0)          -        531.2                                                                                           -              531.2
Appropriation of net income                      -       -         -         -         -           -       375.5     (375.5)             -                                                                                          -                   -
Other                                            -       -         -         -         -           -        (0.1)          -         (0.1)                                                                                          -               (0.1)
Balance As at December 31, 2015              606.1 475.1      (80.2)     (1.9)     (3.2)        5.5      1,304.4       424.3     2,730.1                                                                                        32.0             2,762.1
Balance As at January 1, 2016                606.1 475.1      (80.2)     (1.9)     (3.2)        5.5      1,304.4       424.3     2,730.1                                                                                        32.0             2,762.1
Changes in cash flow hedges                      -       -         -     (9.9)         -           -            -          -         (9.9)                                                                                          -               (9.9)
Actuarial     gain/(loss)    on      post        -       -         -         -     (1.2)           -            -          -         (1.2)                                                                                          -               (1.2)
employment benefit obligations
Currency translation differences                 -       -     (5.1)         -         -           -            -          -         (5.1)                                                                                      (0.3)              (5.4)
Other comprehensive income                       -       -     (5.1)     (9.9)     (1.2)           -            -          -       (16.2)                                                                                       (0.3)             (16.5)
Net income                                       -       -         -         -         -           -            -      511.7        511.7                                                                                         4.0             515.7
Total comprehensive income for the               -       -     (5.1)     (9.9)     (1.2)           -            -      511.7        495.5                                                                                         3.7             499.2
period
Proceeds from shares issued                      -       -         -         -         -           -            -          -             -                                                                                          -                  -
Share-Based payments                             -       -         -         -         -        1.7             -          -           1.7                                                                                          -                1.7
Dividends                                        -       -         -         -         -           -     (149.5)           -      (149.5)                                                                                       (0.9)            (150.4)
Scope changes                                    - (100.0)         -         -         -           -        (0.2)          -      (100.2)                                                                                           -            (100.2)
Appropriation of net income                      -       -         -         -         -           -       424.3     (424.3)             -                                                                                          -                  -
Other                                            -       -         -         -         -           -            -          -             -                                                                                          -                  -
Balance As at December 31, 2016              606.1 375.1      (85.3)   (11.8)      (4.4)        7.2      1,579.0       511.7     2,977.7                                                                                        34.8             3,012.4
(*) Restated amounts of financial statements communicated at December 31, 2014 according to the retrospective application of IFRIC21




                                                                                              - 261 -
CONSOLIDATED STATEMENT OF CASH FLOWS



                                                               Year ended December 31,
(in EUR million)                                 Notes      2016          2015         2014
                                                                                 Restated (*)
CASH    FLOWS          FROM        OPERATING
ACTIVITIES

Profit before tax excluding discontinued                     666.1         604.0         513.2
operations
Adjustments for:
Rental Fleet                                        14     2,846.2       2,656.6        2,434.3
Other property and equipment                        15        15.3          12.6            9.9
Intangible assets                                   15         6.1           3.7            3.4
Financial assets                                                 -             -            0.0
Regulated prov., contingency and expenses                      9.0          18.0           60.4
provisions
Depreciation and provision                                  2,876.6       2,690.9       2,508.0
NBV on disposal of other property and equipment     15           9.5          8.9           9.7
NBV on disposal of intangible assets                15           0.4          0.1           0.4
Profit and losses on disposal of assets                          9.9          9.0          10.1
Fair value of derivative financial instruments                 (3.4)       (36.8)        (22.4)
Interest Charges                                              205.9         229.8         257.0
Interest Income                                             (713.9)       (693.5)       (656.8)
Net interest income                                2.24     (508.1)       (463.7)       (399.8)
Other (**)                                                       1.5          0.4           0.6
Amounts received for disposal of rental fleet       14      2,157.2       1,814.0       2,025.9
Amounts paid for acquisition of rental fleet        14    (6,724.7)     (5,668.1)     (5,199.1)
Change in working capital                                   (167.7)          85.7       (198.7)
Interest Paid                                               (171.0)       (315.9)       (277.9)
Interest Received                                             741.3         724.3         674.3
Net interest paid                                             570.2         408.3         396.5
Income taxes paid                                           (108.5)       (182.7)       (127.6)
Cash generated from operations (continuing                (1,230.9)       (738.9)       (493.4)
activities)
Cash flows from operating activities (discontinued                 -            -               -
operations)
Net cash inflow/(outflow) from operating                  (1,230.9)      (738.9)        (493.4)
activities
CASH         FLOWS          FROM         INVESTING
ACTIVITIES
Proceeds from sale of other property and equipment                -             -             -
Acquisition of other property and equipment         15       (34.3)        (27.6)        (24.9)
Divestments of intangible assets                                  -             -             -
Acquisition of intangible assets                    15       (14.6)         (7.5)        (11.3)
Proceeds from sale of financial assets                            -             -             -
Acquisition of financial assets (non consolidated             (0.2)             -        (19.1)
securities)
Effect of change in group structure                         (328.3)           1.8           0.9
Dividends received                                            (0.0)             -           0.0
Long term investment                                           90.2         58.9         (26.4)
Loans and receivables from related parties                   (14.9)         (0.4)           5.4
Other financial investment                                   (51.7)           4.1        (30.1)
Cash flows from investing activities (continuing            (353.8)         29.2        (105.4)
activities)
Cash flows from investing activities (discontinued                 -            -               -
operations)




                                                - 262 -
                                                                  Year ended December 31,
(in EUR million)                                   Notes       2016          2015         2014
                                                                                    Restated (*)
Net cash inflow/(outflow) from investing activities           (353.8)          29.2         (105.4)
CASH        FLOWS         FROM         FINANCING
ACTIVITIES
Proceeds of borrowings from financial institutions               10,398.5          7,098.5    6,944.5
Repayment of borrowings from financial institutions             (8,872.3)        (7,240.7)  (6,605.9)
Proceeds from issued bonds                                          536.0          1,300.2      527.3
Repayment of issued bonds                                         (528.0)          (769.1)    (252.0)
Dividends paid to company's shareholders               30         (149.5)          (100.1)         0.0
Dividends paid to minority interest                                  (0.9)            (0.9)      (2.7)
Increase/decrease in shareholders capital                         (100.2)            531.3         6.2
Cash flows from financing activities (continuing                  1,283.7            819.2      617.4
activities)
Cash flows from financing activities (discontinued                       -                -          -
operations)
Net cash inflow/(outflow) from financing activities               1,283.7            819.2      617.4
Exchange gains/(losses) on cash and cash                             (6.0)            (2.0)        0.3
equivalents
Net (decrease)/increase in cash and cash                          (307.0)            107.5       19.0
equivalents
Cash & cash equivalents at the beginning of the 23                  282.3            174.8      155.8
period
Cash & cash equivalents at the end of the period       23          (24.8)            282.3      174.8
(*) Restated amounts of financial statements communicated at December 31, 2014 according to the
retrospective application of IFRIC21
(**) Including mainly the unrealised foreign exchange gains or losses (note 7.b)




                                                 - 263 -
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. GENERAL INFORMATION

ALD International (“the Company”) and its subsidiaries (together “the Group”) is a service leasing
and vehicle fleet management group with a fleet of more than 1,375,000 vehicles. The Group provides
financing and management services in 41 countries in the world including the following businesses:


    -   Full service leasing : Under a full-service lease, the client pays the leasing company a regular
        monthly lease payment to cover financing, depreciation of the vehicle and the cost of various
        services provided in relation to the use of the vehicle (such as maintenance, replacement car,
        tyre management, fuel cards and insurance).
    -   Fleet management: Fleet management services include the provision of outsourcing contracts
        to clients under which the vehicle is not owned by the Group but is managed by the Group
        and for which the client pays fees for the various fleet management services provided. These
        services are generally identical to those listed under the full-service leasing above, with the
        exception of the financing service, as the vehicle is owned by the client.

The company is a French « Société Anonyme » incorporated in Société Générale group. Its registered
office is located at Tours Société Générale – 17, Cours Valmy – 92987 La Defense.

The company is a wholly-owned subsidiary of the Société Générale group.

The consolidated financial statements are presented in millions of Euros, which is the Group’s
presentation currency and values are rounded to the nearest million, unless otherwise indicated. In
certain cases, rounding may cause non-material discrepancies in the lines and columns showing totals.

These consolidated financial statements for the years ended December 31, 2016, 2015 and 2014 were
authorised for issue by ALD International’s Board of Directors on March 2, 2017 within the
framework of the proposed public offer and the admission of shares to trading on the regulated market
Euronext Paris in France. On February 9, 2017 Société Générale group announced its intention to
float a minority stake in the Group through an Initial Public Offering (‘IPO’). As a result, these
consolidated financial statements of the Group have been prepared specifically for the purposes of the
Registration Document subject to approval by the AMF.

This set of consolidated financial statements covering the years ended December 31, 2016, 2015 and
2014 does not replace the historical consolidated financial statements of the Group for the years ended
December 31, 2016, 2015 and 2014, authorised for issue by ALD International’s Board of Directors
on March 2, 2017, May 10, 2016 and May 12, 2015 respectively. Events occurring subsequent to the
dates on which the consolidated financial statements for each of the years presented were authorised
for issue are not reflected in these consolidated financial statements, in accordance with the decision
of the IASB Interpretation Committee (IFRS IC Rejection – IAS 10 Events After the Reporting Period:
Reissuing Previously Issued Financial Statements of May 2013).

These consolidated financial statements include some changes and improvements on the historical
consolidated financial statements for the years ended December 31, 2015 and 2014, which are
presented in notes 2.2.1, 5 and 7. They concern the presentation of the Consolidated Income
Statement and the segment information.




                                                - 264 -
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these consolidated financial statements
are set out below. These policies have been consistently applied to all the years presented, unless
otherwise stated.

   2.1. BASIS OF PREPARATION

The consolidated financial statements of the Group have been prepared in accordance with
International Financial Reporting Standards (IFRS) and interpretations issued by the IFRS
Interpretations Committee (IFRS IC) applicable to companies reporting under IFRS. The financial
statements comply with IFRS as issued by the International Accounting Standards Board (IASB).

The standards comprise IFRS 1 to 12 and International Accounting Standards (IAS) 1 to 41, as well as
the interpretations of these standards adopted by the European Union as at December 31, 2016.



   2.2. CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES


      2.2.1.    New and amended standards and Interpretations applicable as from January 1, 2016

The Group has adopted the following new standards, amendments and interpretations to published
standards for the first time for the financial year beginning January 1, 2016:



Accounting standards, amendments or Interpretations                           Publication     Adoption dates
                                                                             dates by IASB         by
                                                                                              The European
                                                                                                 Union
Amendment to IAS 1 "Presentation of Financial Statements"                   December 2014 January 1, 2016
Amendment to IAS 16 "Property, Plant and Equipment" and IAS 38                June 2014   January 1, 2016
"Intangible Assets"
Amendment to IAS 27 "Separate Financial Statements"                          August 2014      January 1, 2016
Amendment to IFRS 11 "Joint Arrangements"                                     May 2014        January 1, 2016
Investment Entities: Applying the Consolidation Exception:
- Amendment to IAS 28 "Investments in Associates and Joint Ventures"        December 2014 January 1, 2016
- Amendment to IFRS 10 "Consolidated Financial Statements"                  December 2014 January 1, 2016
- Amendment to IFRS 12 "Disclosure of Interests in Other Entities"          December 2014 January 1, 2016
Annual Improvements to IFRSs 2012–2014 Cycle:
-Amendment to IFRS 5 "Non-current Assets Held for sale and                  September 2014 January 1, 2016
Discontinued Operations"
-Amendment to IFRS 7 "Financial Instruments: Disclosures"                   September 2014 January 1, 2016
-Amendment to IAS 19 "Employee Benefits"                                    September 2014 January 1, 2016
-Amendment to IAS 34 "Interim Financial Reporting"                          September 2014 January 1, 2016


Amendment to IAS 1 “Presentation of financial statements”: The narrow-focus amendments to
IAS 1 Presentation of Financial Statements clarify, rather than significantly change, existing IAS 1




                                               - 265 -
requirements. In most cases the proposed amendments respond to overly prescriptive interpretations
of the wording in IAS 1.

The amendments relate to the following: materiality, order of the notes, subtotals, accounting policies
and disaggregation.

Presentation format of financial statements

The presentation of the Consolidated Income Statement has been amended for the year ended
December 31, 2016 and the comparative results for the years ended December 31, 2015 and
December 31, 2014 have been restated to conform to the revised presentation.

In the Income Statement for the years ended December 31, 2015 and 2014, ‘Revenues’ included those
amounts related directly to the lease instalments as well as the Proceeds of Cars Sold.

In 2016, the Group modified the presentation of its ‘Revenues’ which has been retrospectively applied
to the consolidated financial statements as of December 31, 2015 and 2014 (see Note 7). As
described in Note 2.22 ‘Revenue Recognition’, Revenues of the Group predominantly comprise rental
income and other services provided to lessees of fleet vehicles, as well as proceeds of the sale of
vehicles at the end of the lease contracts.

Rental income comprises the financial lease instalment and service revenues (maintenance and tyres,
insurance, replacement cars and other services). The financial lease instalment is made up of Leasing
contract revenues directly linked with the contractual agreements concluded with customers that
define the contractual residual value and interest rate. Leasing contract revenues are the operating
lease instalments charged on a straight line basis to clients for the right to use the leased assets. These
revenues effectively comprise a component to reflect the expected depreciation of the leased asset and
a component related to the interest for funding the asset over the lease period.

The income statement presentation has been amended to give a better understanding of the Group’s
operational performance. The Consolidated Income Statement has been amended to show the
contribution of three different revenues and margins which comprise Gross Operating Income in
order to provide readers of the financial statements a clearer view of the total income for the year:

       Leasing contract revenues and related margin: Revenue from leasing contracts
        (comprising revenues from operating leases and finance lease interest) are netted with the
        corresponding depreciation of the operating lease assets and their related financing costs
        (together with unrealized gains / losses on financial instruments).

       Services Revenue and related Services margin: Revenue from maintenance and tyres,
        insurance, replacement cars and other services) are netted with the related costs of providing
        such services. This margin measures the performance of each different nature of services
        rendered by the Group

       Car Resale proceeds and margin: Proceeds from the sale of vehicles after the end of the
        lease contracts are netted against the net book value of those vehicles. This margin measures
        the net gains on the resale of the leased vehicles at the end of the contracts.

Changes were also made to the composition of the Segments as detailed further in Note 5.




                                                 - 266 -
The changes in presentation can be summarised as follows:

Consolidated Income Explanation of Restatement of the Consolidated Financial Statements
Statement Category  for the year ended December 31, 2016 and the corresponding impact
                    on the Restated Consolidated Financial Statements for the years
                    ended December 31, 2015 and December 31, 2014

Revenues                  The Revenues for Leasing contracts, Services and Car resale proceeds
                          have been analysed into its constituent parts in the Consolidated Financial
                          Statements for the year ended December 31, 2016. In the Consolidated
                          Financial Statements for the year ended December 31, 2015, the detail of
                          the Revenues for these components is disclosed in Note 7.

Cost of Revenues          The Cost of Revenues for Leasing contracts, Services and Cost of cars
                          sold have been analysed into its constituent parts in the Consolidated
                          Financial Statements for the year ended December 31, 2016. In the
                          Consolidated Financial Statements for the year ended December 31, 2015,
                          the detail of the Cost of Revenues for these components is disclosed in
                          Note 7.

Leasing contract margin, Leasing contract margin, Services margin and Car Sales Result as
Services Margin and Car disclosed in the Consolidated Financial Statements for the year ended
Sales Result             December 31, 2016 represents the Gross profit as disclosed in the
                         Consolidated Financial Statements for the year ended December 31, 2015.

Unrealised gains / losses Unrealised gains / losses on financial instruments have been reclassified
on financial instruments within Leasing contract margin in the Consolidated Financial Statements
                          for the year ended December 31, 2016. In the Consolidated Financial
                          Statements for the year ended December 31, 2015, the Unrealised gains /
                          losses on financial instruments were disclosed separately below Net
                          Interest Income.

Impairment Charges on     Impairment Charges on Receivables have been reclassified after Total
Receivables               Operating Expenses in the Consolidated Financial Statements for the year
                          ended December 31, 2016. In the Consolidated Financial Statements for
                          the year ended December 31, 2015, the Impairment Charges on
                          Receivables were disclosed as part of the Total Operating and Net Finance
                          Income.

Gross Operating Income    Gross Operating Income as per the Consolidated Financial Statements for
                          the year ended December 31, 2016 is equivalent to the Total Operating
                          and Net Finance Income as per the Consolidated Financial Statements for
                          the year ended December 31, 2015. The Total Income in the Consolidated
                          Financial Statements for the years ended December 31, 2015 and
                          December 31, 2014 is different to the Total Operating and Net Finance
                          Income due to the reclassification of Impairment Charges on Receivables
                          being shown after Total Income and Total Current Operating Expenses




                                              - 267 -
Application of other amendments to International Accounting Standards described below had no
material impacts on the consolidated financial statements of the Group:

Amendments to IAS 16 “Property, plant and equipment” and IAS 38 “Intangible assets”: The
amendment has clarified acceptable methods of depreciation and amortisation. The use of revenue-
based methods to calculate the depreciation of an asset is not appropriate because revenue generated
by an activity that includes the use of an asset generally reflects factors other than the consumption of
the economic benefits embodied in the asset.

Amendments to IAS 27 “Separate Financial statements”: Reinstate the equity method as an
accounting option for investments in subsidiaries, joint ventures and associates in an entity's separate
financial statements.

Amendment to IFRS 11 "Joint Arrangements": The amendments clarify the accounting for
acquisitions of an interest in a joint operation when the operation constitutes a business.

Investment Entities: Applying the Consolidation Exception (Amendments to IFRS 10, IFRS 12
and IAS 28): The amendments address issues that have arisen in the context of applying the
consolidation exception for investment entities.




                                                - 268 -
Annual improvements to IFRSs 2012-2014 include:

Standard                           Amendment

IFRS 5 Non-current Assets Held     Changes in methods of disposal.
for Sale and Discontinued
Operations                         Adds specific guidance in IFRS 5 for cases in which an entity
                                   reclassifies an asset from held for sale to held for distribution or vice
                                   versa and cases in which held-for-distribution accounting is
                                   discontinued.

IFRS 7 Financial Instruments:      Servicing contracts.
Disclosures
                                   Adds additional guidance to clarify whether a servicing contract is
                                   continuing involvement in a transferred asset for the purpose of
                                   determining the disclosures required.

                                   Applicability of the amendments to IFRS 7 to condensed interim
                                   financial statements.

                                   Clarifies the applicability of the amendments to IFRS 7 on offsetting
                                   disclosures to condensed interim financial statements

IAS 19 Employee Benefits           Discount rate: regional market issue.

                                   Clarifies that the high quality corporate bonds used in estimating the
                                   discount rate for post-employment benefits should be denominated in the
                                   same currency as the benefits to be paid (thus, the depth of the market
                                   for high quality corporate bonds should be assessed at currency level).

IAS 34      Interim    Financial   Disclosure of information 'elsewhere in the interim financial report'.
Reporting
                                   Clarifies the meaning of 'elsewhere in the interim report' and requires a
                                   cross-reference



        2.2.2.   Standards and Interpretations adopted by the IASB but not yet applicable at December
                 31, 2016


A number of new standards and amendments to standards and interpretations are non-effective for
annual periods beginning after 1 January 2016, and have not been applied in preparing these
consolidated financial statements. None of these are expected to have a significant effect on the
consolidated financial statements of the Group.

IFRS 9 “Financial Instruments”, applicable to reporting periods commencing on or after
January 1, 2018

This standard aims to replace IAS 39. IFRS 9 determines new requirements for classifying and
measuring financial assets and financial liabilities, the new credit risk impairment methodology for
financial assets and hedge accounting treatment, except accounting for macro hedging for which the
IASB currently has a separate draft standard.




                                                  - 269 -
       Classification and measurement

Financial assets are required to be classified into three categories according to measurement methods
to be applied (amortised cost, fair value through profit or loss and fair value through other
comprehensive income). Classification will depend on the contractual cash flow characteristics of the
instruments and the entity’s business model for managing its financial instruments.

By default, financial assets will be classified as subsequently measured at fair value through profit or
loss.

Debt instruments (loans, receivables and bonds) will be measured at amortised cost only if the
objective of the entity (business model) is to collect the contractual cash-flows and if these cash flows
consist solely of payments of principal and interest. Debt instruments will be measured at fair value
through other comprehensive income (with cumulative gain or loss reclassified in profit or loss when
the instruments are derecognised) if the objective of the entity (business model) is to collect the
contractual cash-flows or to sell the instruments and if these contractual cash-flows consist solely of
payments of principal and interest.

Equity instruments will be measured at fair value through profit or loss except in case of irrevocable
election made at initial recognition for measurement at fair value through other comprehensive
income (provided these financial assets are not held for trading purposes and not classified as such in
financial assets measured at fair value through profit or loss) without subsequent reclassification in
income.

Embedded derivatives will no longer be recognised separately when their host contracts are financial
assets and the hybrid instrument in its entirety will then be measured at fair value through profit or
loss.

Requirements for the classification and measurement of financial liabilities contained in IAS 39 have
been incorporated into IFRS 9 without any modification, except for financial liabilities designated at
fair value through profit or loss (using the fair value option). For these financial liabilities, the amount
of change in their fair value attributable to changes in credit risk will be recognised in other
comprehensive income without subsequent reclassification into income.

Derecognition rules for financial assets and financial liabilities have been carried forward unchanged
from IAS 39 to IFRS 9.

       Credit risk

All debt instruments classified as financial assets measured at amortised cost or at fair value through
other comprehensive income, as well as lease receivables, loan commitments and financial guarantee
contracts, will be systematically subject to an impairment or a provision for expected credit losses
upon initial recognition of the financial asset or commitment.

At initial recognition, this expected credit loss will be equal to 12-month expected credit losses. This
expected credit loss will subsequently be raised to lifetime expected credit losses if the credit risk on
the financial instrument has increased significantly since its initial recognition.

ALD has chosen to apply the Lifetime expected credit loss measurement based on a provision matrix,
a simplified approach, for 2 main reasons: the cost of risk in the ALD group is historically low and
stable and the trade receivables method is a method much closer to the business. 10 entities that
represents > 70% of the total EAD of ALD are testing and making the calculations since Q4 2016.
This method will be spread over the rest of the group in 2017 and will be applied for the first time in
2018.




                                                  - 270 -
       Hedge accounting

This new standard will align hedge accounting more closely with risk management activities
undertaken by companies when hedging their financial and non-financial risk exposures. The standard
extends the scope of non-derivative financial instruments that could be considered as hedging
instruments. Similarly, the scope of items that could be considered as hedged items is increased to
include components of non-financial items. The standard also amends the approach for assessing
hedge effectiveness. Additional disclosures are also required to explain both the effect that hedge
accounting has had on the financial statements and the entity’s risk management strategy.


IFRS 15 “Revenue from contracts with customers”, applicable to reporting periods beginning
on or after January 1, 2018

This standard sets out the requirements for recognising revenue that apply to all contracts with
customers. To recognise revenue, the following five steps would be applied: identification of the
contract with the customer, identification of the performance obligations in the contract,
determination of the transaction price, allocation of the transaction price to each performance
obligation and revenue recognition when a performance obligation is satisfied.

The Group is assessing the impact of IFRS 15.


IFRS 16 “Leases”, Applicable to annual reporting periods beginning on or after 1 January 2019
(Subject to its adoption by the European Union)

IFRS 16 specifies how an IFRS reporter will recognise, measure, present and disclose leases. The
standard provides a single lessee accounting model, requiring lessees to recognise assets and liabilities
for all leases unless the lease term is 12 months or less or the underlying asset has a low value.
Lessors continue to classify leases as operating or finance, with IFRS 16’s approach to lessor
accounting substantially unchanged from its predecessor, IAS 17.

IFRS16 is not considered to have a material impact on the Group’ consolidated accounts.

There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to
have a material impact on the Group.



   2.3. CONSOLIDATION


        2.3.1. Subsidiaries

Subsidiaries are all entities over which the Group has a controlling interest. The Group controls an
entity when the Group is exposed to, or has rights to, variable returns from its involvement with the
entity and has the ability to affect those returns through its power over the entity. Subsidiaries are
fully consolidated from the date on which control is transferred to the Group. They are deconsolidated
from the date that control ceases.

The Group applies the acquisition method to account for business combinations.




                                                - 271 -
The consideration transferred for the acquisition of a subsidiary is the fair values of the assets
transferred, the liabilities incurred to the former owners of the company acquired and the equity
interests issued by the Group. The consideration transferred includes the fair value of any asset or
liability resulting from a contingent consideration arrangement. Identifiable assets acquired and
liabilities and contingent liabilities assumed in a business combination are measured initially at their
fair values at the acquisition date in accordance with IFRS 3. The Group recognises any non-
controlling interest in the company acquired on an acquisition-by-acquisition basis, either at fair value
or at the non-controlling interest’s proportionate share of the recognised amounts of acquiree’s
identifiable net assets.

Acquisition-related costs are expensed as incurred.

Inter-company transactions, balances and unrealised gains on transactions between group companies
are eliminated. Unrealised losses are also eliminated. When necessary, amounts reported by
subsidiaries have been adjusted to conform to the Group’s accounting policies.

Non-controlling interests represent equity interests in subsidiaries owned by outside parties. The share
of net assets of subsidiaries attributable to non-controlling interests is presented as a component of
equity. Their share of net income and comprehensive income is recognised directly in equity. Changes
in the parent company’s ownership interest in subsidiaries that do not result in a loss of control are
accounted for as equity transactions.

        2.3.2. Associates

Associates are all entities over which the company has significant influence, but not control. The
company accounts for its investment in associates using the equity method. The company’s share of
profits or losses of associates is recognised in the consolidated statement of income and its share of
other comprehensive income (loss) of associates is included in other comprehensive income.

Unrealized gains on transactions between the company and an associate are eliminated to the extent of
the company’s interest in the associate. Unrealized losses are also eliminated unless the transaction
provides evidence of an impairment of the asset transferred. Dilution gains and losses arising from
changes in interests in investments in associates are recognised in the consolidated statement of
income.

        2.3.3. Joint arrangements

The Group applies IFRS 11 to all joint arrangements. Under IFRS 11 investments in joint
arrangements are classified as either joint operations or joint ventures depending on the contractual
rights and obligations of each investor. The Group has assessed the nature of its joint arrangements
and determined them to be joint ventures. Joint ventures are accounted for using the equity method.


Under the equity method of accounting, interests in joint ventures are initially recognised at cost and
adjusted thereafter to recognise the Group’s share of the post-acquisition profits or losses and
movements in other comprehensive income.


When the Group’s share of losses in a joint venture equals or exceeds its interests in the joint ventures
(which includes any long-term interests that, in substance, form part of the group’s net investment in




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the joint ventures), the Group does not recognise further losses, unless it has incurred obligations or
made payments on behalf of the joint ventures.


Unrealised gains on transactions between the Group and its joint ventures are eliminated to the extent
of the Group’s interest in the joint ventures. Unrealised losses are also eliminated unless the
transaction provides evidence of an impairment of the asset transferred. Accounting policies of the
joint ventures are modified where necessary to ensure consistency with the policies adopted by the
Group.


        2.3.4. Special purpose companies

The asset-backed securitisation programme (described in Note 3-Financial Risk Management below)
involved the sale of future lease receivables and related residual value receivables to special purpose
companies. Special purpose companies are companies created to accomplish a narrow and well-
defined objective, such as the securitisation of leased assets. The financial statements of special
purpose companies are included in the Group’s consolidated financial statements where the substance
of the relationship is that the Group continues to be exposed to risks and rewards from the securitized
leased assets. The Group uses various legal entities, which have been incorporated specifically for the
Group’s securitisation transactions, and these companies are therefore regarded as subsidiaries and
included in the consolidated financial statements of the Group.


   2.4. FOREIGN CURRENCY TRANSLATION


        2.4.1. Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the
currency of the primary economic environment in which the entity operates (“the functional
currency”). The consolidated financial statements are presented in millions of Euros, which is the
Group’s presentation currency and it has been rounded to the nearest million, unless otherwise
indicated. In certain cases, rounding may cause non-material discrepancies in the lines and columns
showing totals.


        2.4.2. Transactions and balanc