2020 JUNE 12, MEETING ON - Investor Relations | Europcar ...
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CONVENING NOTICE TO THE ORDINARY AND EXTRAORDINARY ANNUAL SHAREHOLDERS’ MEETING ON JUNE 12, 2020 The shareholders of Europcar Mobility Group are convened to the Ordinary and Extraordinary Shareholders’ Meeting on June 12, 2020, in closed session, without the physical presence of its shareholders, at 3 p.m. at 13 ter boulevard Berthier, 75017 Paris
CONTENTS
1 MESSAGE OF THE CHAIRWOMAN OF THE MANAGEMENT BOARD . . . . . . . . . . . . . . . . . . . . 1
2 HOW TO PARTICIPATE IN THE ANNUAL SHAREHOLDERS’ MEETING . . . . . . . . . . . . . . . . . . . 2
A) Prior formalities required to attend the Shareholders’ Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
B) How to attend the Shareholders’ Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
C) Request for the inclusion of items or draft resolutions on the agenda . . . . . . . . . . . . . . . . . . . . . . . . . 4
D) Written questions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
E) Information and documents provided to shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3 E-CONVENING NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
4 AGENDA OF THE ANNUAL SHAREHOLDERS’ MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
5 BRIEF PRESENTATION OF EUROPCAR MOBILITY GROUP (THE “COMPANY”)
IN 2019 AND KEY FIGURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
6 SIGNIFICANT EVENTS WHICH HAVE OCCURRED SINCE THE 2019 ACCOUNTS
WERE CLOSED. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
7 GOVERNANCE AND COMPENSATION POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
A) Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
B) Information concerning members of the Supervisory Board which appointment
is proposed to the Annual Shareholders’ Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
C) Summary of the expertise of Supervisory Board members in the event of adoption
of the 5th and 6th resolutions at the Shareholders’ Meeting of June 12, 2020 . . . . . . . . . . . . . . . . 32
D) Compensation policy of the corporate officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
8 REPORT OF THE SUPERVISORY BOARD ON THE MANAGEMENT
BOARD’S REPORT AND ON THE 2019 FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . 41
9 DRAFT RESOLUTIONS AND REPORT OF THE MANAGEMENT BOARD. . . . . . . . . . . . . . . . . 42
10 SUMMARY TABLES OF FINANCIAL DELEGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
A) Table of currently valid financial delegations and utilization in 2019 . . . . . . . . . . . . . . . . . . . . . . . . . 90
B) Delegations relating to share capital increases to be voted on
at the Annual General Shareholders’ Meeting of June 12, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
11 TABLE OF RESULTS FOR THE LAST FIVE YEARS
(ARTICLE R. 225-102 OF THE FRENCH COMMERCIAL CODE) . . . . . . . . . . . . . . . . . . . . . . . . . 94
12 REQUEST FOR ADDITIONAL DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
Message of the Chairwoman of the Management Board
MESSAGE OF THE CHAIRWOMAN OF
THE MANAGEMENT BOARD
Dear Shareholders, profitability, led us to revise our guidance for the full year.
After a solid start of the year 2020, with Europcar Mobility
I am pleased to invite you to the Annual Shareholders’
Group’s revenue recording a 3,6% increase (on a proforma
Meeting of the Europcar Mobility Group, chaired by
basis) in the first two months compared with the previous
Mr. Jean-Paul Bailly, Chairman of the Supervisory Board, to
year, our activities have been impacted by the crisis caused
be held on June 12, 2020 at 3 p.m. In light of the Covid-
by the Covid-19 pandemic. In response to this extraordinary
19 epidemic and in accordance with Order No. 2020-321 of
situation and the resulting loss of income, the Group has
March 25, 2020, this Shareholders’ Meeting will be held at the
engaged exceptional cost-saving and cash preservation
Company’s headquarters, 13 ter boulevard Berthier, 75017
measures, to navigate through the next months of crisis and
Paris, without the physical presence of its shareholders.
be in position to resume normal operations when local
We invite you to use the tools available to vote online or by economies start to recover.
mail (via the secure VOTACCESS website or the postal or
Faced with this unprecedented crisis that is severely affecting
proxy voting form), or give proxy to the Chairman of the
our societies and economies, our Group – already committed
meeting, in accordance with the procedure described in this
for a responsible and sustainable mobility – has also launched
Convening Notice.
a program to support healthcare personnel and companies
At this 2020 Shareholders’ Meeting, before voting on the distributing essential goods (food, medicines): this program,
resolutions submitted for your approval, we will provide you called TOGETHER, makes cars and light commercial vehicles
with an update on our Group’s activities. First of all, let me available to those on the front line. It is deployed in all the
come back to our long-term prospects, those that underpin countries where our subsidiaries are located.
our strategy.
In this brochure, you will find a detailed presentation of the
Mobility is – and has always been – a fundamental need for draft resolutions submitted for your approval. In particular,
both individuals and societies. And the development of you will have to decide on the approval of the financial
mobility solutions has always been deeply linked with the statements for 2019 and the cancellation of the dividend
way humanity evolved over centuries, striving for economic payout for 2019, which is one of the measures put forward
and societal progress. Today, mobility ranks second in terms by the Supervisory Board and Management Board as part
of global GDP. In 10 years, it will have become #1, meaning of the cost-saving and cash preservation plan currently
than the need to move will “weigh” more than the need to being implemented.
feed. To address these exponential global requirements, the
As soon as this crisis has ended, we will review our strategic
traditional mobility model – primarily based on individual
roadmap by adapting it to the new mobility challenges and
car ownership – will meet its limits, and “shared mobility”
the new expectations of our customers, who will most
(rental, car-sharing) will become a vital part of the solution.
certainly have pulled through or grown stronger: we are
Our Group’s purpose – offering attractive alternatives to already working in this direction. To this end, we will rely on
vehicle ownership in a responsible and sustainable way – the solid foundations we have built in recent years for the
thus positions us in a dynamic of growth and value creation. future: in particular our digital platform, our ability to operate
an essential mobility service on a daily basis, in a highly
On the strength of this vision, our strategy consists in
granular way (9.5 million customers, 91 million rental days),
capturing more growth by delivering value to our customers,
and our employees’ capacity for commitment.
via digital in particular, and seizing the market opportunities
provided by the global mobility market: we are implementing As a mobility services company, our Group has a 70-year
this strategy by striving to gradually rebalance our sources tradition of service to the public and to local and international
of income, thus reducing the impact of seasonality effects companies. When we see what our Group has accomplished
on our business. in the last few years and what it has become in a very short
time – a diversified, digitalized and multi-brand services
This is for the – promising – long-term perspective. In the
Group, operating on an increased scale – we are confident
meantime, there may be short-term headwinds. In 2019,
in our ability to be one of the mobility leaders in the world of
our third quarter performance was impacted by both Brexit
tomorrow: serving the local and internationalmobility needs
in Europe and by the global economic slowdown. These
of our customers, thanks to the permanent mobilization of
factors, which weighed on our revenue growth and our
our employees.
Caroline Parot
Chairwoman of the Management Board of
Europcar Mobility Group
EUROPCAR MOBILITY GROUP 2020 CONVENING NOTICE 1
How to participate in the Annual Shareholders’ Meeting
HOW TO PARTICIPATE IN THE ANNUAL
SHAREHOLDERS’ MEETING
Disclaimer:
In light of the COVID-19 epidemic and in accordance with Order No. 2020-321 of March 25, 2020, this Shareholders’
Meeting will be held at the Company’s headquarters, 13 ter boulevard Berthier, 75017 Paris, without the physical
presence of its shareholders and other eligible participants, in closed session.
Please use the tools available to vote online (via the secure VOTACCESS website), or by postal or proxy voting form
or give proxy to the Chairman of the meeting or to another person, in accordance with the procedure described
below. The Shareholders' Meeting being held in closed session, it will not be possible to apply for an admission card.
In accordance with the French financial markets authority recommendation, the shareholders meeting will be webcast
on the Company’s website. The webcast will then be available in free access on the Company’s website, in the section
mentioned below.
During the Shareholders’ Meeting, it will not be possible to ask questions, nor to propose draft amendments or new
resolutions.
Shareholders are invited to submit their written questions preferably by email to the dedicated address:
corporate@europcar.com, accompanied by evidence of their shareholding position so that the question can be
taken into account.
Given the current context, written questions will exceptionally be taken into account if sent by email and received
up to June 11, 2020 at noon.
Please check the 2020 Shareholders’ Meeting section on the Company’s website regularly: https://investors.europcar-
group.com/financial-documentation/shareholders-meeting.
A) PRIOR FORMALITIES REQUIRED TO ATTEND
THE SHAREHOLDERS’ MEETING
The Shareholders’ Meeting is made up of all shareholders Any shareholder who has already sent a proxy or voted by
irrespective of the number of shares held. mail may no longer choose a different method of attendance.
Pursuant to Article R. 225-85 of the French Commercial Code, Pursuant to Article R. 225-85 of the French Commercial Code,
the right of a shareholder to attend the Shareholders’ any shareholder may sell all or part of their shares, after
Meeting shall be evidenced by registration in the securities having cast their vote by mail or sent a proxy before the
account in their name or in the name of their intermediary Shareholders’ Meeting.
as registered in accordance with Article L. 228-1 paragraph
In such a case:
7 of the French Commercial Code, on the second business
day preceding the Shareholders’ Meeting by midnight (Paris • if the transfer of ownership occurs before the second
time), or June 10, 2020 at 00:00 (Paris time): business day preceding the Shareholders’ Meeting at
00:00 (Paris time), the Company shall accordingly
• either in the registered share account kept for the
invalidate or amend, as the case may be, the postal vote,
Company by its representative, BNP Paribas Securities
proxy, admission card or certificate of attendance. To
Services, for holders of registered shares;
that end, the authorized bank or financial intermediary
• or in the bearer shares account kept by the authorized shall give notice of the transfer of ownership to BNP
banking or financial intermediary, for holders of bearer Paribas Securities Services and send it the necessary
shares. information;
The registration of shares in the bearer share account kept • if the transfer of ownership occurs after the second
by the authorized bank or financial intermediary shall be business day preceding the Shareholders’ Meeting at
established by a shareholding certificate issued by the latter 00:00 (Paris time), whatever the method used, it shall not
(or, where necessary, by email) under the conditions set out be taken into consideration by BNP Paribas Securities
in Articles R. 225-85 and R. 225-61 of the French Commercial Services, notwithstanding of any notice given by the
Code, and appended to the: authorized bank or financial intermediary.
• postal voting form;
• proxy vote.
2 2020 CONVENING NOTICE EUROPCAR MOBILITY GROUP
How to participate in the Annual Shareholders’ Meeting
B) HOW TO ATTEND THE SHAREHOLDERS’ MEETING
There are several ways for a shareholder to attend the • give the Chairman of the Shareholders’ Meeting a proxy
Shareholders’ Meeting: and, in such a case, a favorable vote will be cast in his
name for the adoption of the draft resolutions submitted
• vote by mail or proxy before the holding of the
or approved by the Management Board.
Shareholders’ Meeting;
VOTING BY MAIL OR PROXY
As the shareholder cannot attend the Shareholders' Meeting • send the proxy to the Company without specifying the
in person, he/she may still: recipient, and, in such a case, a favorable vote will be
cast in their name for the adoption of the draft resolutions
• vote by mail or proxy; or
submitted or approved by the Management Board.
Voting by mail or proxy by mail
To vote by mail or proxy by mail, it is necessary to proceed Les Grands Moulins de Pantin, 9 rue du Débarcadère
as follows: – 93761 Pantin Cedex.
• for registered shareholders: return the single postal or The request for a single form must have been received no
proxy voting form, which will be sent to them along with later than six days before the date of the Shareholders’
the notice, to the following address: BNP Paribas Meeting, or no later than June 6, 2020.
Securities Services, Service Assemblées Générales – CTO
To be considered, the postal voting forms or appointments
Assemblées Générales – Les Grands Moulins de Pantin
or revocations of proxies made through paper votes must
9 rue du Débarcadère – 93761 Pantin Cedex.
be received by the Service Assemblées Générales of BNP
• for bearer shareholders: request their single postal or Paribas Securities Services, no later than three calendar
proxy voting form from the intermediary that manages days before the date of the Shareholders’ Meeting, or no
their shares from the date of notice of the Shareholders’ later than June 9, 2020. It should be noted that for the proxies
Meeting. Once completed by the shareholder, the form given to a named person (other than the Chairman of the
will be returned to the account-holding institution, Meeting), the following deadline does not apply (please see
which will append to it a certificate of attendance and below).
send it to BNP Paribas Securities Services, Service
Under no circumstances should postal voting forms be
Assemblées Générales – CTO Assemblées Générales –
returned directly to Europcar Mobility Group.
Voting by mail or proxy by email
Shareholders may also send their voting instructions, appoint If the shareholder’s authorized account-holding
or revoke a proxy via the Internet before the Shareholders’ intermediary is connected to the VOTACCESS site, the
Meeting, on the VOTACCESS site, as described below: shareholder must enter his/her log-in details on the
Internet portal of their account-holding institution with
• for registered shareholders: holders of pure or
their usual access codes. Next, the shareholder must
administered registered shares who wish to vote online
click on the icon that appears on the line corresponding
will access the VOTACCESS site via the Planetshares site at
to their shares and follow the instructions given on-screen
the following address: https://planetshares.bnpparibas.com.
to access the VOTACCESS site and vote, appoint or
Holders of pure registered shares must log on to the revoke a proxy.
Planetshares site with their usual access codes.
If the shareholder’s authorized account-holding
Holders of administered registered shares must log on intermediary is not connected to the VOTACCESS site,
to the Planetshares site using the ID number found on it is specified that the notice of the appointment and
the top right corner of their paper voting form. If a revocation of a proxy can however be given by email,
shareholder has lost their ID and/or password, they may in accordance with Article R. 225-79 of the French
call +33 (0)1 57 43 02 30, which is put at their disposal. Commercial Code, as follows:
After logging on, the registered shareholder must follow • the shareholder must send an email to paris.bp2s.
the instructions that appear on the screen to access the france.cts.mandats@bnpparibas.com. The email must
VOTACCESS and vote, appoint or revoke a proxy. contain the following information: name of the
Company concerned, date of the Shareholders’ Meeting,
• for bearer shareholders: it is up to the bearer shareholder
last name, first name, address, the principal’s bank
to find out whether their account-holding institution is
references as well as the last name, first name and, if
logged on or not to the VOTACCESS site and, where
possible, address of the proxy;
necessary, if such access is subject to special terms of
use.
EUROPCAR MOBILITY GROUP 2020 CONVENING NOTICE 3
How to participate in the Annual Shareholders’ Meeting
• the shareholder must ask the financial intermediary that confirmations must be received no later than by the eve
manages their security account to send a written of the Shareholders’ Meeting, or by June 11, 2020 at 3 p.m.
confirmation to BNP Paribas Securities Services’ (Paris time). It should be noted that for the proxies given to
Shareholders’ Meeting service – CTO Assemblées a named person (other than the Chairman of the Meeting),
Générales – Les Grands Moulins de Pantin, 9 rue du the following deadline does not apply (please see below).
Débarcadère – 93761 Pantin Cedex.
The VOTACCESS site will be accessible starting May 25, 2020,
Only notices of appointment or revocation of proxy and it will be possible to vote online before the Shareholders’
authorizations may be sent to the above email address; any Meeting until the eve of the Shareholders’ Meeting, i.e. until
other request or notice related to another subject will not be June 11, 2020 at 3 p.m. (Paris time).
considered and/or processed.
However, to avoid possible congestion of the VOTACCESS
To ensure that appointments or revocations of proxy site, it is recommended that shareholders not wait until the
authorizations made by email are validly considered, eve of the Shareholders’ Meeting to vote.
Particular conditions for the proxies given to a named person
(other than the Chairman of the Shareholders’ Meeting)
Exceptionally and in accordance with the provisions of • to take into account the proxy form, the named
Decree n° 2020-418 of April 10, 2020, for the proxies given by proxy must address his voting instructions by using a
a shareholder to a named person (other than the Chairman postal voting form to be sent to BNP Paribas
of the meeting), the following conditions and deadlines apply Securities Services, by email to: paris.bp2s.france.cts.
to be taken into account: mandats@bnpparibas.com, no later than Monday
June 8, 2020 at midnight (Paris time).
• proxies given by internet or by mail post must be received
no later than Monday June 8, 2020 at midnight (Paris
time); and
C) REQUEST FOR THE INCLUSION OF ITEMS OR
DRAFT RESOLUTIONS ON THE AGENDA
One or more shareholders meeting the requirements set out mentioned under Article L. 211-3 of the French Monetary and
under Article R. 225-71 of the French Commercial Code or Financial Code. The request to include an item on the agenda
shareholders’ associations (associations d’actionnaires) must be justified. The text of the draft resolution shall
meeting the requirements set out under Article L. 225-120 of be enclosed to the request for the inclusion of draft
the French Commercial Code may request that items or resolutions and may include a brief explanatory statement.
draft resolutions shall be included on the agenda. These Consideration of the item or draft resolution is also subject
items or draft resolutions shall be included on the agenda to the provision, by the authors of the request, of a new
of the Shareholders’ Meeting and brought to the attention certificate evidencing that the securities are registered in
of the shareholders under the conditions determined by the the same accounts on the 2nd business day preceding the
regulations in force. Shareholders’ Meeting at 00:00, Paris time (i.e. June 10, 2020
at 00.00/Paris time). If the draft resolution refers to the
The request to include items or draft resolutions on the
presentation of a candidate to the Supervisory Board, the
agenda of the Shareholders’ Meeting shall, in accordance
information provided for under Article R. 225-83 paragraph
with the legal and regulatory provisions in force, be sent to
5 of the French Commercial Code shall be attached to the
the registered office of Europcar Mobility Group, - Direction
request.
Juridique, 13 ter, boulevard Berthier, 75017 Paris, by registered
letter with acknowledgement of receipt addressed The Company acknowledges receipt of requests to include
to the Chairwoman of the Management Board or by items or draft resolutions to the agenda within 5 days from
electronic telecommunication to the following address: such receipt by registered letter or, subject to the
corporate@europcar.com, no later than the 25th day shareholder’s consent notified to the Company in writing,
preceding the Shareholders’ Meeting, i.e. no later than May 18, by electronic means in accordance with Article R. 225-74
2020. of the French Commercial Code.
This request shall be sent along with a shareholding The text of the draft resolutions submitted by the
certificate evidencing, on the date of the request, ownership shareholders along with their explanatory statement as well
or representation of the portion of the share capital required as the list of items added to the agenda will be made
under Article R. 225-71 of the aforementioned French available to shareholders at the registered office of the
Commercial Code, either in the registered share accounts Company, and will be published without delay on the
kept by BNP Paribas Securities Services for the Company, Company’s website: https://investors.europcar-group.com/
or in the bearer share accounts kept by an intermediary financial-documentation/shareholders-meeting.
4 2020 CONVENING NOTICE EUROPCAR MOBILITY GROUP
How to participate in the Annual Shareholders’ Meeting
D) WRITTEN QUESTIONS
Any shareholder may submit written questions to which the registered share accounts kept by BNP Paribas Securities
Management Board will provide answers at the Services – CTO Assemblées Générales – Les Grands Moulins
Shareholders’ Meeting. Such written questions are to be sent de Pantin, 9 rue du Débarcadère – 93761 Pantin Cedex for
either by mail to the registered office to the following address: the Company, or in the bearer securities accounts kept by
Europcar Mobility Group – Direction Juridique, 13 ter, an intermediary mentioned in Article L. 211-3 of the French
boulevard Berthier, 75017 Paris, by registered letter with Monetary and Financial Code. In accordance with the law
acknowledgement of receipt to the Chairwoman of the in force, a single common answer may be provided to
Management Board, or by email to: corporate@europcar.com questions having the same content or covering the same
no later than by the 4th business day preceding the date of subject. If an answer to a written question is not provided
the Shareholders’ Meeting (i.e. June 8, 2020 at midnight). during the meeting itself, the answer will be deemed to
Given the current context, written questions will exceptionally have been provided when it appears on the Company’s
be taken into account if sent by email and received up to website at https://investors.europcar-group.com/financial-
June 11, 2020 at noon . To be considered, the questions must documentation/shareholders-meeting in the question and
be accompanied by a certificate of registration, either in the answer section.
E) INFORMATION AND DOCUMENTS PROVIDED TO SHAREHOLDERS
In accordance with the laws and regulations in force, all Assemblées Générales – Les Grands Moulins de Pantin,
documents required to be sent to shareholders before the 9 rue du Débarcadère – 93761 Pantin Cedex.
Shareholders’ Meeting shall be put at their disposal within
All information and documents related to the Shareholders’
the legal time frame at the Company’s registered office
Meeting and mentioned in Article R. 225-73-1 of the French
located at 13 ter Boulevard Berthier, 75017 Paris.
Commercial Code may also be consulted, no later than by
Shareholders may collect, within the legal time frames, the the 21st day preceding the Shareholders’ Meeting i.e. by
documents provided for under Articles R. 225-81 and May 21, 2020, on the Company’s website at the following
R. 225-83 of the French Commercial Code by sending a address: https://investors.europcar-group.com/financial-
request to BNP Paribas Securities Services – CTO documentation/shareholders-meeting .
EUROPCAR MOBILITY GROUP 2020 CONVENING NOTICE 5
E-convening notice
E-CONVENING NOTICE
OPTING FOR THE E-CONVENING NOTICE
Madam, Sir, Dear shareholders,
As a registered shareholder of Europcar Mobility Group, you receive every year your Convening Notice file.
We are suggesting that you choose to receive an e-convening notice of meeting, meaning that you receive your
Convening Notice electronically.
By opting for the e-convening notice, you will be choosing a simple, fast and secure way of being convened to
the meeting. You will also be helping to protect the environment by reducing our carbon footprint by avoiding
the printing and mailing of the paper Convening Notice.
To receive an e-convening notice, all you have to do is log on to the dedicated Europcar Mobility Group website
for registered shareholders and follow the procedure below:
https://planetshares.bnpparibas.com
Area: My Profile
Section: My e-services
In the box “Convocation by email to General shareholders’ meetings” :
1) enter your email address;
2) check the corresponding box;
3) click on “Validate”.
When you log on to the site for the first time, click on the link “Password forgotten or not received”. You will
receive a temporary password by email if you have already saved your email address on Planetshares,
or by ordinary mail if you have not.
Upon receiving the password, you will be asked to set your final password in order to access the site.
As a reminder, your ID number is on the top right corner of your paper form.
6 2020 CONVENING NOTICE EUROPCAR MOBILITY GROUP
Agenda of the Annual Shareholders’ Meeting
AGENDA OF THE ANNUAL
SHAREHOLDERS’ MEETING
Agenda of the Ordinary Annual Shareholders’ Meeting
1. Approval of the annual financial statements for the year 10. Approval of the components of compensation paid or
ended December 31, 2019; allocated for the year ended December 31, 2019 to Mr.
Olivier Baldassari in his capacity as member of the
2. Approval of the consolidated financial statements for
Management Board;
the year ended December 31, 2019;
11. Approval of the components of compensation paid or
3. Appropriation of the results for the year ended
allocated for the year ended December 31, 2019 to Mr.
December 31, 2019;
Jean-Paul Bailly in his capacity as Chairman of the
4. Approval of related party agreements and commitments; Supervisory Board;
5. Nomination of Ms. Martine Gerow as member of the 12. Approval of the information contained in the report on
Supervisory Board; corporate governance and pertaining to the
compensation of corporate officers (Article L. 225-37-3 I
6. Nomination of Ms. Sophie Flak as member of the
of the French Commercial Code);
Supervisory Board;
13. Approval of the compensation policy of the Chairwoman
7. Approval of the components of compensation paid or
of the Management Board;
allocated for the year ended December 31, 2019 to
Ms. Caroline Parot, Chairwoman of the Management 14. Approval of the compensation policy of the members of
Board; the Management Board (other than the Chairwoman of
the Management Board);
8. Approval of the components of compensation paid or
allocated for the year ended December 31, 2019 to Mr. 15. Approval of the compensation policy of the members of
Fabrizio Ruggiero in his capacity as member of the the Supervisory Board;
Management Board and Chief Executive Officer;
16. Authorization of a program allowing the Company to buy
9. Approval of the components of compensation paid or back its own shares.
allocated for the year ended December 31, 2019 to Mr.
Albéric Chopelin in his capacity as member of the
Management Board;
Agenda of the Extraordinary Annual Shareholders’ Meeting
17. Delegation of authority to the Management Board to rights as part of a public offer referred to in Article
increase the share capital through the incorporation of L. 411-2 1° of the French Monetary and Financial Code;
reserves, profits or issue, merger or contribution
21. Authorization to the Management Board, in the event of
premiums;
issuance of shares and/or equity securities giving rights
18. Delegation of authority to the Management Board to to other equity securities of the Company or giving rights
issue shares and/or equity securities giving rights to other to the grant of debt securities and/or other securities
equity securities of the Company or giving rights to the giving rights to future shares, without preferential
grant of debt securities and/or to issue other securities subscription rights, through an offer to the public or
giving rights to future shares of the Company, through a private placement to set the issue price subject
maintaining preferential subscription rights; to a limit of 10% of the share capital per year;
19. Delegation of authority to the Management Board to 22. Authorization to the Management Board to increase the
issue shares and/or equity securities giving rights to other number of shares and/or equity securities giving rights
equity securities of the Company or giving right to the to other equity securities of the Company or to the grant
grant of debt securities and/or to issue other securities of debt securities and/or securities giving rights to future
giving rights to future shares, with waiver of preferential shares, to be issued in the event of a capital increase
subscription rights and public offering, other than those with or without preferential subscription rights for
referred to in Article L. 411-2 1° of the French Monetary shareholders;
and Financial Code, or as part of a public offer involving
23. Delegation of power to the Management Board to issue
an exchange component;
shares and/or equity securities giving rights to other
20. Delegation of authority to the Management Board to equity securities of the Company or giving rights to the
issue shares and/or equity securities giving rights to other grant of debt securities and other securities giving rights
equity securities of the Company or giving right to the to future shares, with waiver of preferential subscription
grant of debt securities and securities giving rights to rights, as remuneration for contributions in kind granted
future shares, with waiver of preferential subscription to the Company;
EUROPCAR MOBILITY GROUP 2020 CONVENING NOTICE 7
Agenda of the Annual Shareholders’ Meeting
24. Delegation of authority to the Management Board to 27. Delegation of authority to the Management Board to
issue shares and/or equity securities giving rights to other increase the share capital, with waiver of preferential
equity securities of the Company or giving right to the subscription rights for shareholders, with the securities
grant of debt securities and to issue other securities issued being reserved for categories of beneficiaries within
giving rights to future shares, with waiver of preferential the framework of an employee shareholding operation;
subscription rights for the benefit of a certain category
28. Overall limits on the amount of issues carried out
of persons as part of an equity line transaction;
pursuant to the 18th to 27th resolutions;
25. Authorization to be granted to the Management Board
29. Authorization for the Management Board to reduce the
for the purpose of allotting shares in the Company, free
share capital by cancellation of shares purchased under
of charge, to corporate officers and employees of the
share buyback programs;
Group, entailing automatic waiver of shareholders’
preferential subscription rights; 30. Amendment to the Article 17 of the Company’s by-laws;
26. Delegation of authority to the Management Board to 31. Amendment to the Article 19 of the Company’s by-laws;
increase the share capital through the issuance of shares
32. Amendment to the Article 21 of the Company’s by-laws;
and/or other securities giving rights to the share capital
reserved for participants in a company savings plan, 33. Amendment to the Article 24 of the Company’s by-laws;
with waiver of preferential subscription rights in favor of
34. Amendment to the Article 25 of the Company’s by-laws.
the plan participants;
Resolutions falling within the scope of the Ordinary and
Extraordinary Shareholders’ Meeting
35. Powers for legal formalities.
8 2020 CONVENING NOTICE EUROPCAR MOBILITY GROUPBrief presentation of Europcar Mobility Group (the “Company”) in 2019 and key figures
BRIEF PRESENTATION OF EUROPCAR
MOBILITY GROUP (THE “COMPANY”)
IN 2019 AND KEY FIGURES
2019 FINANCIAL PERFORMANCE re-allocated part of its fleet to the Leisure segment in
order to offset the low volumes from Corporate customers.
The Group recorded a +3.2% revenue growth to €3,022m
This resulted in a positive +3.4% revenue growth but at
in 2019. At constant perimeter and exchange rate, revenue
the detriment of pricing. The Vans & Trucks BU enjoyed
increased by +0.9% (i.e. excluding franchisees in Finland
a sound revenue growth (+5.4%) and the Urban Mobility
and Norway and excluding Fox acquired in 2019) with a
BU posted an impressive +36.8% increase in revenue with
fourth quarter up +2.2%. The growth in 2019 breaks down
an acceleration over the fourth quarter (+42%). Group’s
into +0.5% for the BU Cars, +5.4% for Vans & Trucks, -3.9%
utilization rate and FCPU (fleet cost per unit) remained
for Low Cost, +36.8% for Urban Mobility. While the BUs
stable in 2019 versus 2018 at 76.0% and €226 respectively.
(Business Units) experienced different trends, the Group
On constant exchange rates and excluding Urban
faced, as indicated in the third quarter, a lower-than-
Mobility and Fox Rent A Car, margin after variable costs
expected volume demand on the back of the slowdown
for the BUs amounted to €1,224m, recording a limited -1%
in the global economic environment, particularly
decline versus 2018, leading to 40.5% margin. This is driven
exacerbated in the UK and Ireland due to uncertainties
in H2 2019 by a rise in fleet costs that mainly reflects the
around Brexit. This revenue build up evolution led to an
increase in fleet size (+2.9% on average) as well as an
increased pricing pressure, notably in September
upgraded fleet mix, more CO2 emission taxation and some
onwards. In the BU Cars, Corporate business revenue were
adverse damage effects, offsetting the good momentum
down -2.5% in 2019 with notably travel freeze from Large
of the first half 2019. Also, customer’s acquisition
Corporate customers in the last part of the year, in spite
mechanically increased as the Group re-allocated part
of a solid performance for small and medium sized
of its fleet to the Leisure segment.
companies. Europcar Mobility Group pro-actively
2020 OUTLOOK assess the impact of the current crisis. This impact will
depend on the duration of the pandemic and the speed
In light of the situation and the resulting shut-down and
with which local economies will recover.
confinement decisions, the Group believes that its 2020
targets are no longer relevant and that it is too early to
2020 FIRST QUARTER RESULTS of crisis and be in a position to progressively resume
operations, thanks to our flexible operating model, when
After a solid start to 2020, Europcar Mobility Group was
local economies start to recover.
hit by the COVID-19 crisis. In early March, the drop in the
number of bookings accelerated rapidly, first in Italy, and While the Group is preparing for this restart, it believes
then in all our key geographies. the situation remains highly uncertain and that it is
premature to share any 2020 earnings outlook. During
To adapt to this extraordinary situation and mitigate
Q2 and H2, it is likely that we will focus on the domestic
revenue loss, Europcar Mobility Group undertook
customers segment, building on a shift from international
unprecedented cost reduction measures (€850m by
tourism to local travel, while pushing agility further in terms
year-end), as well as cash preservation and liquidity
of cost base.
securing measures, to navigate through the next months
EUROPCAR MOBILITY GROUP 2020 CONVENING NOTICE 9Europcar
European leader of car rental
and light commercial vehicle
rental, B2B and B2C
Goldcar
Low-cost car rental leader in Europe
InterRent
Mid-tier car rental, leisure focused
Buchbinder
Ubeeqo
One of the leading car rental
One of the European leaders of
and light commercial vehicle
round-trip car sharing, B2B and B2C
rental operators in Germany
Brunel
GoCar Chauffeur services specialist
Car sharing leader in Ireland for business customers
Scooty Fox Rent A Car
4I
NT Electric scooter sharing in One of the main car rental
ER
NA Belgium operators in the US with a value
TIO
NA for money positioning
L CO E-Car
RE Electric car sharing in the UK Wanderio
BR
AN Multimodal search and
DS
comparison platform of means
of transport
7 “LO
CAL C
HA MPIONS
” AND SPECIALIST BRANDS
OUR NETWORK – POWERED BY DIGITAL – HAS BECOME
A STRONG PLATFORM SERVING CUSTOMERS WHEREVER WE
OPERATE: BE IT FOR ONE HOUR, ONE DAY, ONE WEEK OR LONGER
Vehicle sharing is the natural extension of vehicle rental.
VEHICLE SHARING VEHICLE RENTAL
Minutes Hours Days Weeks Months
4 CORE
BRANDS
Urban and short Mid and long
distance mobility distance mobility
10 2020 CONVENING NOTICE EUROPCAR MOBILITY GROUPBrief presentation of Europcar Mobility Group (the “Company”) in 2019 and key figures
CORE BRANDS, BRANDS PORTFOLIO
& BUSINESS UNITS
TODAY, WE ADDRESS
VARIOUS MOBILITY
USE CASES, WHATEVER
THE DURATION
WITH OUR BUSINESS UNITS, WE HAVE BUILT A POWERFUL
“BATTLESHIP” TO MEET CUSTOMERS’ MOBILITY NEEDS
CUSTOMERS
Business
Units
CARS LOW COST VANS & TRUCKS URBAN MOBILITY
brands
Core
DIGITAL DISTRIBUTION PLATFORMS (e-commerce channels, apps…)
PHYSICAL PLATFORMS (stations, services to customers…)
Operating model today
EUROPCAR MOBILITY GROUP 2020 CONVENING NOTICE 11Brief presentation of Europcar Mobility Group (the “Company”) in 2019 and key figures
GLOBAL FOOTPRINT
WE SERVE OUR 9.5M
CUSTOMERS IN MORE
THAN 140 COUNTRIES…
NORTH AMERICA
2 COUNTRIES
EUROPE
(1)
45 COUNTRIES
SOUTH AMERICA
(5)
29 COUNTRIES
Rent-a- Car
(1) Canada: Partner in North America.
(2) China: Partner in Asia.
(3) India: Partner in Asia.
(4) Japan: Partner in Asia.
(5) Brand operated by Buchbinder.
Over Already
91m 9.5m 334,000 44,000 €3,022m
rental active vehicles in our fleet connected cars Revenue
days customers (on average) in our fleet
12 2020 CONVENING NOTICE EUROPCAR MOBILITY GROUPBrief presentation of Europcar Mobility Group (the “Company”) in 2019 and key figures
… WITH VERY
STRONG
ASSETS
ASIA
15 COUNTRIES
(2)
MIDDLE EAST
(3) (4)
13 COUNTRIES
AFRICA
30 COUNTRIES
OCEANIA
7 PAYS
(5)
Rent-a- Car
Over Over Over Over
> 10,000 #1 3,500 1,900 1,600 50
employees in Europe stations direct franchises digital touch
worldwide stations stations points
EUROPCAR MOBILITY GROUP 2020 CONVENING NOTICE 13Brief presentation of Europcar Mobility Group (the “Company”) in 2019 and key figures2019 et chiffres clés
WE HAVE A UNIQUE, CENTRAL POSITION
IN THE MOBILITY ECO-SYSTEM
Mapping of relevant players on the mobility value chain
Fleet Platform
Vehicle Maintenance Management Customer & services
Manufacturing & repair incl. financing Operations MaaS
Micromobility
OEMs B2C Platforms
Original Equipment Manufacturers
Ride-hailing/Taxi
Car sharing
Car & Van rental
Leasing
TODAY, WE ARE READY TO FURTHER CAPTURE GROWTH
IN THE BOOMING MOBILITY SPACE
The “mobility business” Evolution of worldwide
addressable wheeled market
2030 2030
Today 2017
16%
World GDP
19% 450 415
700
+3.5%
CAGR 1,000
#2
World GDP +7%
#1 CAGR
GDP: Gross Domestic Product.
Sources: International Data (IDC), Siemens “Megacity
€865bn €1,700bn
Challenges”, World Bank, Oliver Wyman Analysis.
+5.3% CAGR
Rental and leasing Urban mobility
CAGR: Compound Annual Growth Rate.
Sources: Oliver Wyman, Wheeled Market.
14 2020 CONVENING NOTICE EUROPCAR MOBILITY GROUPBrief presentation of Europcar Mobility Group (the “Company”) in 2019 and key figures2019 et chiffres clés
POSITIONING, MEGATRENDS & MARKET PERSPECTIVES
WE ARE WELL
POSITIONED TO SEIZE
THE OPPORTUNITIES
WHICH ARE AHEAD OF US
With
27%
market shares,
we are the undisputed
car rental leader in Europe
with our 4 core brands
EUROPCAR MOBILITY GROUP BROCHURE DE CONVOCATION 2020 15Brief presentation of Europcar Mobility Group (the “Company”) in 2019 and key figures2019 et chiffres clés
STRATEGY
WE WILL WIN 5 BATTLES
WITH 8 LEVERS
5 “BATTLES” TO WIN Cross offer initiatives fuelling
our Business Units
1 2 3 4 5
Enhanced Enhanced Scaled-up Mid-term Services to
Car rental Vans & Urban Rental Corporates
Trucks rental Mobility
Develop and Implement Mid- Offer corporate
improve customer Become the first Scale-up to Term leasing customers a
experience with European one-stop- conquer major solution, focusing comprehensive
digital. shop for Vans & cities with an hybrid primarily on B2B platform of mobility
Trucks rental, model, targeting customers. services, enabling
offering a flexible, both B2C and B2B companies to
digital and customers. improve employees’
hassle-free rental quality of life.
experience for
all customers,
especially for SMEs.
16 BROCHURE DE CONVOCATION 2020 EUROPCAR MOBILITY GROUPBrief presentation of Europcar Mobility Group (the “Company”) in 2019 and key figures2019 et chiffres clés
8 LEVERS ‡ 8 KEY STRATEGIC INITIATIVES
24 strategic initiatives mapped to reach our 2023 objectives. Out of which, 8 are key.
ONE B2B commercial platform ONE customer database
l custom
ONE leaner and more ta
er
ONE brand portfolio
i
E phyg
centralized organisation
journey
ON
ONE digitalized network ONE sustainable fleet
ONE connected fleet
EUROPCAR MOBILITY GROUP 2020 CONVENING NOTICE 17Brief presentation of Europcar Mobility Group (the “Company”) in 2019 and key figures2019 et chiffres clés
Make mobility Act for the Be a responsible Share our
accessible environment employer business ethics
Mobility is a lever for social By the very nature of its We live an exciting age We are proud of our values
inclusion and in this sense, activities, our Group wants of Mobility, where new and committed to enforce
we consider access to to be part of the solution usages and increasing our business ethics on a
mobility as a key factor. towards a low carbon mobility needs create job day-to-day basis. In that
This is why Europcar world, by offering opportunities and require perspective, we want to
Mobility Group offers a alternatives to owning an new skills. build confidence with our
range of varied offers, individual vehicle and thus customers by offering
In this context, Europcar
aimed at covering all contributing to reducing them transparent services
Mobility Group’s success
customer needs, whatever the number of cars on the and by improving their
is intimately bound to
their budget. roads and in cities. satisfaction all through the
employees’ commitment,
customer journey, thanks
The Group’s efforts in Furthermore, our fleet will diversity and development:
to dedicated programs
terms of access to mobility embark more and more these are the 3 pillars on
(e.g. NPS 110).
also focus on people with electric, hybrid and GNV which our Group focuses
reduced mobility, people motorizations in the coming its efforts. We also want to involve
in precarious employment years. Through the “ONE all our stakeholders in
and young people from sustainable fleet” the objectives and
disadvantaged programme, we are aiming commitments we have
backgrounds. for 20% of our fleet to be gathered in our Code of
low carbon emission Ethics. This ambition is
vehicles by 2023. Finally, reflected in the
acting on the environment implementation of
means acting with our policies and the regular
customers: we therefore deployment of awareness-
seek to involve them in raising campaigns.
our approach through
eco-driving awareness
programs.
ESG RATINGS IN 2019
Our CSR achievements allowed us to improve our
environmental, social and governance ratings (ESG) in 2019.
MSCI Vigeo Eiris CDP Ethics & Boards
A AA 29 46/100 CB 24th
(“Leader” status) (+17 points) (Progess to “Management” out of 119 companies
level, performance above the
(5th out of 22 companies sector average) (in the top 30 most feminized
in the sector) French companies)
Sustainalytics EcoVadis ISS ESG Gaïa Rating
19.7 17.4 54 64/100 CC 70 79/100
(+2.3 points) (+10 points) (stable) (+9 points)
(reverse grading scale of 40 to 0) (“Silver” medal) (on a scoring scale of D- to A+) (34th out of the 230 companies
(moved to the "Low Risk" category: Gaïa index)
ESG risk better controlled, 12th out
of 320 companies in the sector)
18 2020 CONVENING NOTICE EUROPCAR MOBILITY GROUPBrief presentation of Europcar Mobility Group (the “Company”) in 2019 and key figures2019 et chiffres clés
CORPORATE SOCIAL RESPONSIBILITY
OUR CSR COMMITMENTS
SUPPORT OUR STRATEGY
THE “COMMIT TOGETHER”
PROGRAM
In 2017, our Group initiated a structured CSR approach
with the “Commit Together” program, in order to share
its commitments with all of its employees on various
aspects of Corporate Social Responsability.
Our Group has already at the heart of its DNA
– through its historical business – the desire to promote
mobility for all in a responsible manner. With “Commit Together”,
we are committed to a process of progress by setting objectives,
making commitments and involving our employees in this dynamic.
The objectives and commitments of the “Commit Together”
program are integrated into the Group’s country scorecards,
with top managers involved in steering initiatives.
By focusing on 4 main priorities, the “Commit Together”
program supports both the Group’s purpose and strategy.
MISSION & PURPOSE
We want to be the preferred “mobility
service company” for customers,
by offering attractive alternatives
to vehicle ownership, in a responsible
and sustainable way:
• delivering an experience of open
mobility for all. Accessibility is key:
mobility should be inclusive, not
excluding;
• being part of the solution towards
a low-carbon world, where moves
are fluid.
EUROPCAR MOBILITY GROUP BROCHURE DE CONVOCATION 2020 19Brief presentation of Europcar Mobility Group (the “Company”) in 2019 and key figures2019 et chiffres clés
GROUP’S
PERFORMANCE IN 2019
Key Figures Breakdown of revenue
by Business Unit compared to 2018
Excluding Urban Mobility
€2,973m
Cars 71%
-1 pt
Revenue Vans & Trucks 12%
+0 pt
€310m 2019 International Coverage 1%
+0 pt
Low Cost 14%
adjusted Corporate EBITDA +1 pt
-11.4% vs 2018
Urban Mobility 2%
+1 pt
Including Urban Mobility
€3,022m Simplified Balance Sheet
(in millions of euros)
Revenue
+3.2% vs 2018 Assets 60 Liabilities
8,284 8,284
50 7,808 7,808
Non-current Shareholders’
€278m
838
assets 846 Equity
6,495 6,495
Rental fleet 40 2,898 Non-current
2,551
adjusted corporate EBITDA recorded on 890 2,548 liabilities
2,256
the Balance 2,301
-15% vs 2018 30 Rental fleet
Sheet and
2,120 813 related
related 813
payables
receivables
€29.6m
20 4,177
4,047 644 Other current
Other current 3,188 liabilities
assets
10 3,893 4,085
Full year Net Income post IFRS 16 2,841
1,006 1,210 1,210
€38m(1) 2018 2019 2019
pre post
2018 2019 2019
pre post
IFRS IFRS IFRS IFRS
Full year Net Income pre IFRS 16 16 16 16 16
-48.4% vs 2018
Corporate debt leverage Net corporate debt Corporate free cash flow
(in millions of euros) (in millions of euros)
3.2x 60 60
2.4x 2019 with Fox
in 2018 3.0x 880 135
2019 without 50 50
Fox
795 118
40 40
Long-term rating
30 30
20 20
Standard
& Poor’s Moody’s
BB- B1 10 10
2018 2019 2018 2019
(1) Without Car2Go.
20 2020 CONVENING NOTICE EUROPCAR MOBILITY GROUPBrief presentation of Europcar Mobility Group (the “Company”) in 2019 and key figures2019 et chiffres clés
Revenue Adjusted corporate EBIDTA Net profit
(in millions of euros) (in millions of euros) (in millions of euros)
60 60 60
2,929 3,022 327 139
50 2,832 50 315 50
278 119
2,412 254 264
40 40 40
2,151
30 30 30
61
20 20 20
38
29.6
10 10 10
2016 2017 2017 2018 2019 2016 2017 2017 2018 2019 2016 2017 2018 2019 2019
pro pro Post Pre
forma forma IFRS IFRS
data(1) data(1) 16 16
Shareholder return Capital distribution
Dividend per share As of december 31, 2019
Eurazeo S.E. 29.89%
ECIP Europcar Sarl 3.04%
€0.26 €0 Morgan Stanley 8.13%
in 2018 in 2019
CIAM 7.41%
Financière de l’Échiquier 5.81%
Invesco 4.95%
Executives & employees 2.,83%
Treasury shares 5.47%
Free float 32.45%
(1) 2017 pro forma figures presented above correspond to the Group’s consolidated financial statements as December 31, 2017 adjusted in such a way that the
Buchbinder, Goldcar and Denmark Groups of companies are retroactively included in the Group’s financial statements as of January 1, 2017.
(2) In 2018.
(3) Pre IFRS 16.
(4) Post IFRS 16.
EUROPCAR MOBILITY GROUP 2020 CONVENING NOTICE 21Brief presentation of Europcar Mobility Group (the “Company”) in 2019 and key figures2019 et chiffres clés
Key figures 2019
The tables below present selected operational, financial and The glossary presented in Section 7.8 of the Company’s 2019
extra-financial figures that are of importance to the Group Universal Registration Document provides definitions for all
and illustrate its performance at a global level. non-GAAP indicators used by the Group to monitor its
performance. Reconciliations with GAAP indicators are
The consolidated financial statements have been prepared
provided in Chapter 3 of the Company’s 2019 Universal
in compliance with the International Financial Reporting
Registration Document, in Sections 3.1 “Analysis of the
Standards (“IFRS”) adopted by the European Union as of
Group’s results” and 3.2 “the Group’s Liquidity and Capital
December 31, 2019.
Resources”, or directly in the consolidated financial
The financial figures relating to the fiscal years ending statements in Section 3.4. All non-GAAP indicators presented
December 31, 2017, 2018 and 2019 are derived from the in the table above are marked with an asterisk (*).
consolidated financial statements audited by Mazars and
PricewaterhouseCoopers and presented in Chapter 3 of the
Company’s 2019 Universal Registration Document.
OPERATING FIGURES
Year ended December 31
2019 2018 2017
Rental day volume (in millions) 91.0 87.7 69.3
(1)
Average rental fleet (in thousands) 328.0 315.9 248.5
Fleet utilization rate (in %) 76.0% 76.1% 76.4%
Points of sale worldwide (in units) 3,556 3,596 3,680
• of which stations operated directly or by agents 1,923 1,909 1,976
• of which stations operated as franchises 1,633 1,687 1,704
(1) Excluding Urban Mobility.
22 2020 CONVENING NOTICE EUROPCAR MOBILITY GROUPBrief presentation of Europcar Mobility Group (the “Company”) in 2019 and key figures2019 et chiffres clés
FINANCIAL FIGURES
Year ended December 31
(in millions of euros, unless stated otherwise) 2019 2018 2017
Total Revenue 3,022 2,929 2,412
Pro forma growth in revenue (in %) 3.2% 3.4%** n/a
Organic growth in revenue (in %) 0.9% n/a 3.4%
Vehicle rental income 2,839 2,748 2,255
Average monthly costs per fleet unit (in euros) -229 -226 -243
Adjusted corporate EBITDA 278 327 264
Adjusted corporate EBITDA margin (1) (in %) 9.2% 12.1% 11.8%
Net profit/(loss) 38 139 61
Net corporate debt 880 795 827
(2)
Corporate debt leverage 3.2x 2.4x 3.1x
(3)
Net fleet debt 3,359 4,329 4,061
(3)
Total net debt 4,239 5,125 4,888
Corporate free cash flow 118 135 91
Conversion rate for corporate free cash flow (in %) 42% 41% 34%
Basic earnings per share before IFRS 16 (in euros) 0.232 0.87 0.42
Basic earnings per share after IFRS 16 (in euros) 0.181
Diluted earnings per share before IFRS 16 (in euros) 0.229 0.86 0.42
Diluted earnings per share after IFRS 16 (in euros) 0.179 n/a n/a
Dividend per share for fiscal year (in euros) n/a 0.26 0.15
Dividend payout ratio before IFRS 16 (in %) n/a 30% 40%
Dividend payout ratio after IFRS 16** (in %) n/a
(1) Excluding the Urban Mobility Business Unit. For more information on the Group’s Business Units, see section 1.6.1 “Business overview” of the Company’s
2019 Universal Registration Document.
(2) Includes the acquisition of Fox.
(3) In 2019. Includes the rights to use the fleet of vehicles in application of IFRS 16. In 2018 this item included off-balance sheet commitments related to the
location of the fleet.
(**) Proforma 2018
Revenue Breakdown of Group revenue
by Business Unit in 2019 (in millions of euros)
The Group recorded revenue of €3,022m in 2019. At constant
perimeter and exchange rate, revenue increased by +0.9%
(i.e. excluding franchisees in Finland and Norway and 411 Low Cost BU
excluding Fox, acquired in 2019) with a fourth quarter up
+2.2%. The growth in 2019 breaks down into +0.5% for the BU 366 Vans & Trucks BU
Cars, +5.4% for Vans & Trucks, -3.9% for Low Cost, +36.8% for
Urban Mobility. The rental day volume reached a new record 40 International
of 91 million in 2019, up 3.7% versus 2018. While the BUs Coverage BU
(Business Units) experienced different trends, the Group 49 New Mobility BU
faced, as indicated in the third quarter, a lower-than-
expected volume demand on the back of the slowdown in 2,157 Cars BU
the global economic environment, particularly exacerbated
in the UK and Ireland due to uncertainties around Brexit.
EUROPCAR MOBILITY GROUP 2020 CONVENING NOTICE 23Brief presentation of Europcar Mobility Group (the “Company”) in 2019 and key figures2019 et chiffres clés
Adjusted Corporate EBITDA (1) • changes in non-fleet provisions and working capital
resulted in a €1 million cash inflow in 2019 compared to
At constant exchange rates and perimeter (i.e. excluding the
€31 million outflow in 2018, primarily due to the factoring
acquisition of Fox Rent A Car and franchisees in Norway
program set up by the Group in the last quarter of 2019.
and Finland), costs below Margin After Variable Costs (MAVC)
At December 31, 2019, assigned and financed outstanding
increased by +1.9% reflecting:
receivables amount to €20.5 million, which led to an
• global rental days increase by +3.7%; equivalent reduction in the Group’s net debt;
• the Group’s network costs increased by +5.1% to €464m • income tax paid represented a cash outflow of
in 2019. Beyond increase related to the volumes growth €30 million in 2019 compared with €46 million in 2017, i.e.
of the business (+3.7% in rental days), this evolution a decrease of €16 million given the fall in taxable earnings
reflects minimum wages increases in some countries and reimbursements received in the United Kingdom in
and to a lesser extent real-estate inflation and some 2019.
supersites development for the Vans & Trucks BU.
Net financing costs
• a good control of HQ costs which slightly declined in 2019
at constant perimeter. This reflects the rollout of the HQ Net financing costs according to IFRS show a net expense
2020 cost reduction programs generated, as planned, of €169.1 million in 2019 (excluding the impact of IFRS 16),
€10m of gross savings over the year, offset by salaries down by 4.1% compared to a net expense of €176.4 million
increases and further investments in digital; in 2018, primarily due to the refinancing of the Corporate
debt (bond issue of €450 million with 4.0% coupon issued
• fleet financing costs have been well under controlled
to refinance a €600-million bond issue with a 5.75% coupon)
with a -2.8% decrease over the year, benefitting from the
and certain favorable foreign exchange effects.
2018 refinancing.
As a result of the above, Adjusted Corporate EBITDA Net income
(excluding the impact of Urban Mobility) amounted to €310m
The Group posted a net profit of €38m compared to the net
down -11,4% in 2019 and €278m including Urban Mobility.
profit of €73.5m in 2018 excluding the impact of the one off
Urban Mobility reported Corporate EBITDA of -€32m in 2019
gain generated from the sale of the Company’s stake in
versus -€23m in 2018, reflecting the ramp up in the Paris City
Car2Go and the impact of IFRS16.
contract won in Q2 2019, and some weak performance in the
Ride hailing UK perimeter, but with a very good improvement
Net Corporate Debt
in Q4.
Corporate net debt reached €880m in 2019. It includes
Corporate Free cash flow acquisitions for €108m (of which the Group’s Nordic
franchisees in Norway and Finland and Fox Rent A Car in
Corporate free cash flow is defined as free cash flow before
the US), cash interest on corporate net debt for €53m,
the impacts of the rental fleet and acquisitions of
positive and reversal of prior year fleet financing impact for
subsidiaries. Free cash flow was reflected in the €110 million
€63m (coming from the full integration of Goldcar in the
in cash generated in 2019 (compared with €135 million in
Group securitization program notably), share buyback
2018), also affected by non-recurring items:
program for €42m, dividend payment for €39m and
• adjusted Corporate EBITDA increased by €62 million, transaction costs and non-fleet costs for €33m. In line with
from €327 million in 2018 to €389 million in 2019; our revised guidance, the Group’s corporate net leverage
stood at 3.2x at the end of December 2019 with Fox and c.3.0x
• in 2019, other non-recurring income and expenses
before Fox acquisition.
primarily include reorganization costs in the United
Kingdom, Italy, France and Germany, expenses for the
Group’s various transformation projects, and fees linked
to the integration of subsidiaries acquired in 2019;
• investments in property, plant and equipment and
intangible assets, net of the net value of disposals, which
totaled €75 million, principally reflect IT investments and
to a lower extent network investments. The €11 million
increase in 2019 compared to 2018 is due to the change
in scope of consolidation following the acquisition of the
Finnish and Norwegian franchisees and of Fox Rent A
Car and the increase in the Group’s IT developments;
(1) Adjusted Corporate EBITDA is defined as current operating income before depreciation and amortization not related to the fleet, and after deduction of
the interest expense on certain liabilities related to rental fleet financing. This indicator includes in particular all the costs associated with the fleet.
24 2020 CONVENING NOTICE EUROPCAR MOBILITY GROUPYou can also read
