Europcar Groupe : The legal status of Europcar Group

Free translation - For information purposes only

(updated on June 26, 2017)

CHAPTER I GENERAL PROVISIONS

The Company, which was originally formed as a limited liability company with a Board of Directors (société anonyme à conseil d'administration), was transformed into a limited liability company with a Management Board and a Supervisory Board at the Combined General Meeting held on February 24, 2015. The Company is governed by the legal and regulatory provisions applicable to limited liability companies currently in force, and by these by-laws.

The name of the Company is : "Europcar Groupe".

Any instruments or other documents emanating from the Company and intended for third parties must state the company name, immediately and legibly preceded or followed by the words "Société Anonyme" or by its abbreviation "SA", by a statement of the share capital, and by the place and number of the Company's registration at the Corporate and Trade Registry.

The Company's object, directly or indirectly, in France and abroad, is :

• the acquisition of investments, by way of asset transfer, purchase, subscription or otherwise, in any companies, regardless of their form and corporate object;

• the provision of any services to businesses in the area of management, and particularly in the strategic, organizational, accounting, financial, IT and commercial fields;

• the management of a portfolio of trademarks and patents, exploited particularly by way of license;

• the leasing of any machinery and equipment of any kind whatever;

• the ownership, by way of acquisition or otherwise, and the management, particularly in the form of leasing, of any buildings and real property and rights;

  • the direct or indirect participation in any operations that might directly or indirectly be connected with the corporate object, by the creation of new companies, asset transfers, subscriptions or purchases of securities or company rights, mergers, alliances, joint ventures and by any other means and in any forms used in France and abroad;

  • and, more generally, all commercial, financial (including any loan, advance, security or any cash transaction within the Group), industrial and real or personal property transactions that might directly or indirectly be connected with the aforementioned corporate object and with any objects that are similar or connected or capable of promoting the achievement thereof.

The registered office is at 2, rue René Caudron - Bâtiment OP in Voisins-le Bretonneux (78960) (France).

It may be transferred to any other place in Yvelines or in a neighbouring département by an ordinary decision of the Supervisory Board, subject to ratification of that decision by the next Ordinary General Meeting, and to any other place pursuant to a resolution of the Extraordinary General Meeting.

The term of the Company is 99 years with effect from the date of its registration at the Corporate and Trade Registry, unless it is dissolved early or extended by a resolution of the Extraordinary General Meeting.

CHAPTER II

SHARE CAPITAL AND SHARES

The share capital is one hundred and sixty one million thirty thousand eight hundred and eighty three euros (€161,030,883). It is divided into one hundred and sixty one million thirty thousand eight hundred and eighty three euros (161,030,883) shares with a par value of one euro (€1) each, fully paid-up.

The shares are divided into 3 classes:

• The ordinary shares (the « ordinary shares »);

• The class « C » shares (the « C Shares ») that are preferred shares within the meaning of articles L. 228-11 et seq. of the French Commercial Code. C Shares are granted specific rights that are defined in the Annex A of these by-laws; and

• The class « D » shares (the « D Shares ») that are preferred shares within the meaning of articles L. 228-11 et seq. of the French Commercial Code. D Shares are granted specific rights that are defined in the Annex B of these by-laws.

  The share capital is divided into 161,022,797 ordinary shares, 4,045 C Shares and 4,041 D Shares.

  In these by-laws :

• « shares » refers to ordinary shares, C Shares and D Shares ;

• « shareholders » refers to holders of ordinary shares, C shareholders and D shareholders;

• « C shareholders » refers to holders of C Shares ;

• « D shareholders » refers to holders of D Shares.

C Shares and D Shares are exclusively registered shares. They are registered in their owners' accounts in accordance with the legal and regulatory provisions in force.

Apart from the thresholds provided by the applicable legal and regulatory provisions, any natural or legal person acting alone or in concert who comes to own or ceases to own, directly or indirectly, a fraction equal to or in excess of one per cent (1)% of the share capital or voting rights of the Company, or any multiple of that percentage, including in excess of the declaration thresholds provided by the legal and regulatory provisions, must inform the Company of the total number of shares and voting rights that it owns and of the negotiable securities convertible into the capital and voting rights potentially attached thereto, by registered letter with acknowledgement of receipt addressed to the registered office (general management) no later than the end of the fourth trading day following the day on which the threshold was crossed.

For the purposes of determining the thresholds referred to above, account is also taken of indirectly owned shares or voting rights and of shares or voting rights treated as owned shares or voting rights as defined by the provisions of Articles L. 233-7 et seq. of the French Commercial Code.

In the event of non-compliance with the above provisions, the sanctions provided by law in the event of failure to comply with the obligation to declare the crossing of the legal thresholds will only apply to the thresholds contained in these by-laws at the request, recorded in the minutes of the General Meeting, of one or more shareholders owning at least one per cent (1%) of the Company's capital or voting rights.