EUROPCAR MOBILITY : REACHES A MAJOR STEP WITH AN AGREEMENT IN PRINCIPLE ON FINANCIAL RESTRUCTURING WITH MAIN CREDITORS, SUPPORTING ITS “CONNECT” TRANSFORMATION PROGRAM

Press Release

Paris - November 26th, 2020

EUROPCAR MOBILITY GROUP REACHES A MAJOR STEP

WITH AN AGREEMENT IN PRINCIPLE ON FINANCIAL RESTRUCTURING WITH MAIN

CREDITORS, SUPPORTING ITS "CONNECT" TRANSFORMATION PROGRAM

Europcar Mobility Group1 announces that it has reached a major step in its financial restructuring, with an agreement in principle on a financial restructuring plan (the "Agreement in Principle"). This agreement is fully responsive to the Group's objectives of ensuring a sustainable capital structure and suited to its ambitions to deliver its "Connect" transformation program.

The Agreement in Principle has been entered into by the Company with a group of significant cross-holders2 in the 2024 Senior Notes, 2026 Senior Notes, EC Finance plc's Senior Secured Notes and holding interests in the RCF and the Credit Suisse Facility and has been approved at the unanimity of the voting members3 of the Company's supervisory board4. It contemplates mainly:

1. A massive corporate deleveraging, with the reduction of the Group's corporate indebtedness by €1,100m through the equitization in full of its 2024 Senior Notes, 2026 Senior Notes and Credit Suisse Facility;
2. A significant new money injection, with the contribution in equity in an amount of €250m (the "New Money in Equity") as well as the granting of a new fleet financing in an amount up to €225m (together, the "New Money"); and
3. the refinancing of the RCF.

All these instruments are entirely backstopped by the members of the coordinating committee constituted by this group of significant cross-holders in the 2024 Senior Notes, 2026 Senior Notes, EC Finance plc's Senior Secured Notes and holding interests in the RCF and the Credit Suisse Facility.

They are opened to all holders of the 2024 Senior Notes and 2026 Senior Notes - and/or lenders under the RCF in respect of the refinancing of the RCF only - under the conditions described in this press release.

This comprehensive and rapid restructuring plan, in line with the Company's expectations and corporate interest, will allow to properly reset the Group's corporate capital structure, enabling to focus on the acceleration of the "Connect" program, which has been designed to reshape the Group around customer new needs and expectations.

The terms and conditions of the Agreement in Principle are described in more detail hereafter.

Caroline Parot, CEO of Europcar Mobility Group, declared:

"Today, I am glad to announce that we have reached a major step in our financial restructuring process, by obtaining the agreement of our main creditors on a financial restructuring plan, which provides a framework for long-term sustainability for the Group's business, in the best interest of its stakeholders, in particular its customers and employees.

I would like to thank them for their support, as well as for their trust in our business model and 'Connect' strategic roadmap, which implementation is well on track, with already new services and offers for B2B and B2C customers (eg: Long-Term solutions, "green" vehicles, contactless services…).

I also would like to reiterate our gratitude to the French State for being supportive of our Group at an early stage of the COVID- 19 crisis, allowing us to take this new step today. I also thank the shareholders of the Company for their continuous support.

As the horizon clears up, we are confident in our capacity, once this financial plan is implemented, to fully benefit from the Travel & Leisure industry rebound and gradual recovery, now with Covid-19 vaccine trials registering promising results."

1. The "Company", and together with its consolidated subsidiaries, the "Group".
2. Anchorage Capital Group, L.L.C, Attestor Limited, Diameter Capital Partners LP, King Street Capital Management, L.P. and Marathon Asset Management, L.P.
3. One member has abstained to vote due to rules on conflict of interests.
4. The implementation of the Agreement in Principle remains subject to various customary conditions described in this press release.

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STATUS OF THE FINANCIAL RESTRUCTURING PROCESS

The Group announced on September 7th, 2020 its intention to commence discussions with its corporate debt creditors with a view to achieving a financial restructuring. Following the receipt of requisite consents of various groups of creditors (including from holders of its 2024 Senior Notes, 2026 Senior Notes and EC Finance plc's Senior Secured Notes and lenders under the RCF and under Europcar International's and Europcar Participations's State-guaranteed loans (Prêts garantis par l'Etat) dated May 2, 2020) to the potential appointment of a mandataire ad hoc and/or of a conciliateur with respect to one or more of the main holding companies of the Group, the Company announced on 26 October 2020 that, a mandataire ad hoc was appointed in respect of the Company.

Following this announcement, the Company has engaged in discussions with certain of its main corporate creditors and their respective advisors, under the aegis of the mandataire ad hoc. These discussions led to the Agreement in Principle supported by (i) the Company, and (ii) the members of the coordinating committee representing the group of holders of each series of 2024 Senior Notes, 2026 Senior Notes and of the EC Finance plc's Senior Secured Notes, also holding interests in the RCF5 and the Credit Suisse Facility (representing approximately 51.1% of the 2024 Senior Notes, approximately 72.7% of the 2026 Senior Notes, 100% of the Credit Suisse Facility, approximately 45.7% of the RCF commitments and approximately 22.2% of the EC Finance plc's Senior Secured Notes) (the "Cross-Holders Coordinating Committee") .

To that effect, the Company and the members of the Cross-Holders Coordinating Committee entered into a lock-up agreement on November 25th, 2020, pursuant to which the relevant parties committed to support and to take all steps and actions reasonably necessary to implement and consummate the Agreement in Principle. The terms of the lock-up agreement are relatively customary and include a requirement for creditors to provide various waivers and consents, to give relevant vote instructions in favour of the implementation of the Agreement in Principle, to enter into the required documentation to effect the restructuring plan and not to dispose of their debt holdings during the restructuring process unless the transferee accedes to the lock-up agreement or is already a signatory (and is therefore already bound by such terms).

The Agreement in Principle is detailed in Appendixand comprises the following key elements:

• 2024 Senior Notes and 2026 Senior Notes:

1. full equitization of the principal amount (plus accrued and unpaid interest, including the coupon due on November 16th, 2020 and which will not be paid at the end of the 30-day grace period) of the 2024 Senior

Notes;

• 1. full equitization of the principal amount (plus accrued and unpaid interest, including the coupon due on October 30th, 2020 and which will not be paid at the end of the 30-day grace period) of the 2026 Senior Notes;
• Credit Suisse Facility:
• 1. full equitization of the principal amount (plus accrued and unpaid interest) of the Credit Suisse Facility;
• New Money in Equity through:
• 1. a rights issue of €50m with preferential subscription rights for the benefit of existing shareholders (the "Rights Issue") by issuance of new shares, fully backstopped in cash by the members of the Cross-Holders

Coordinating Committee;

1. a share capital increase of €200m reserved to the holders of the 2024 Senior Notes and the 2026 Senior Notes by issuance of new shares, fully backstopped in cash by the members of the Cross-Holders

Coordinating Committee (the "Senior Noteholders Capital Increase");

• 1. a share capital increase of €5m following the exercise of Penny Warrants (as stated below);
• New revolving fleet financing (the "Fleet Financing New Money"):
• 1. €225m new revolving fleet financing made available to the Group by the holders of the 2024 Senior Notes and the 2026 Senior Notes, maturing December 2024, fully backstopped in cash by the members of the Cross- Holders Coordinating Committee and opened to all the holders of 2024 Senior Notes and 2026 Senior Notes provided they take the same pro rata share of both the Senior Noteholders Capital Increase and the €170m revolving credit facility under the RCF Refinancing (as defined below);
• Refinancing of the RCF (the "RCF Refinancing"):
• 1. refinancing of the €670m RCF through the granting to EMG and other relevant entities within the Group of a €170m revolving credit facility (opened to all the holders of 2024 Senior Notes and 2026 Senior Notes with an

5 Through sub-participations.

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oversubscription option) and a €500m term loan facility (opened in priority to all lenders under the RCF, and then to all the holders of 2024 Senior Notes and 2026 Senior Notes if any remaining amount, each time with an oversubscription option), maturing June 2023, fully backstopped in cash by the members of the Cross- Holders Coordinating Committee;

• Allocation of penny warrants (together, the "Penny Warrants"):

1. Penny Backstop Warrants #1 allocated to the members of the Cross-Holders Coordinating Committee (as compensation for backstopping the New Money in Equity) with a strike price of €0.01, exercisable for a period of six months and giving right to subscribe in aggregate to 4.5% of the share capital of the Company on a fully

diluted basis (i.e. post New Money in Equity and exercise of all Penny Warrants);

1. Penny Backstop Warrants #2 allocated to the members of the Cross-Holders Coordinating Committee (as compensation for backstopping the new fleet financing) with a strike price of €0.01, exercisable for a period of

six months and giving right to subscribe in aggregate to 2% of the share capital of the Company on a fully diluted basis (i.e. post New Money in Equity and exercise of all Penny Warrants);

1. Penny Backstop Warrants #3 allocated to the members of the Cross-Holders Coordinating Committee (as compensation for backstopping the RCF Refinancing) with a strike price of €0.01, exercisable for a period of six months and giving right to subscribe in aggregate to 1.5% of the share capital of the Company on a fully

diluted basis (i.e. post New Money in Equity and exercise of all Penny Warrants);

1. Penny Participation Warrants allocated to the lenders under the RCF and the holders of 2024 Senior Notes and 2026 Senior Notes effectively participating to the RCF Refinancing with a strike price of €0.01,

exercisable for a period of six months and giving right to subscribe in aggregate to 1.5% of the share capital of the Company on a fully diluted basis (i.e. post New Money in Equity and exercise of all Penny Warrants);

• 1. Penny Coordination Warrants allocated to the members of the Cross-Holders Coordinating Committee (as compensation for their global coordinator role in the restructuring) with a strike price of €0.01, exercisable for a period of six months and giving right to subscribe in aggregate to 1.5% of the share capital of the Company on a fully diluted basis (i.e. post New Money in Equity and exercise of all Penny Warrants).
• Governance and new shareholding:
• 1. as a listed company, the governance that will result from the new shareholding shall comply with the AFEP- MEDEF Code;

1. following completion of the share capital increases, the members of the Cross-Holders Coordinating

Committee (Anchorage Capital Group, L.L.C, Attestor Limited, Diameter Capital Partners LP, King Street Capital Management, L.P. and Marathon Asset Management, L.P.) will become shareholders of the Company;

1. the members of the Cross-Holders Coordinating Committee are not and will not be acting in concert vis-à-vis the Company.

Under the terms of the Agreement in Principle, the ownership percentages of the existing shareholders in the Company would be6:

• In case of a 100% take-up of the Rights Issue by the existing shareholders of the Company:

1. c. [9.4]% after equitization of the 2024 Senior Notes, the 2026 Senior Notes and the Credit Suisse

Facility and the injection of New Money in Equity, but before exercise of the Penny Warrants;

• 1. c. [8.4]% after exercise of the Penny Warrants.
• If no take-up of the Rights Issue by the existing shareholders of the Company:
• 1. c. [3.5]% after equitization of the 2024 Senior Notes, the 2026 Senior Notes and the Credit Suisse Facility and the injection of New Money in Equity, but before exercise of the Penny Warrants;

1. c. [3.1]% after exercise of the Penny Warrants.

The Agreement in Principle has been at the unanimity of the voting members7 of the Company's supervisory board.

The Company has also received from Eurazeo SE (shareholder of the Company holding 29.9% of the share capital of the Company) a confirmation of its support to the Agreement in Principle.

1. The definitive ownership percentages will depend on the timing of implementation of the Agreement in Principle.
2. One member has abstained to vote due to rules on conflict of interests.

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The implementation of the Agreement in Principle is subject to various customary conditions including the approval of the necessary resolutions by the shareholders' meeting of the Company and obtaining the required level of support from creditors in the proceedings that will be launched in France, in particular:

• Obtaining of the necessary waivers from certain creditors of the Group of any right they have pursuant to any event of default provided under the relevant financing documentation relating to the opening of an accelerated financial safeguard (sauvegarde financière accélérée) or consequential to such opening (including its recognition in the United States pursuant to Chapter 15 of the U.S. Bankruptcy Code), including from:
  o the holders of the 2024 Senior Notes; o the holders of the 2026 Senior Notes;
  o the holders of the EC Finance plc's Senior Secured Notes; o the lenders under the RCF,
• Obtaining from the lenders under Europcar International's and Europcar Participations's State-guaranteed loans (Prêts garantis par l'Etat) dated May 2, 2020 the necessary amendment on the mandatory prepayment clause in relation to the injection of the New Money in Equity;
• Obtaining of all prior governmental authorizations and/or clearances as may be required to implement the Agreement in Principle (including the visa of the AMF on any prospectus);
• Approval of the necessary resolutions by the shareholders' meeting of the Company;
• Approval of the accelerated financial safeguard plan by the Commercial Court of Paris;
• Agreement of the SARFA lenders to extend the maturity of the SARFA until January 2023.

Assuming the conditions are satisfied or waived, the implementation of the Agreement in Principle is expected to occur no later than March 31st, 2021.

APPOINTMENT OF AN INDEPENDENT EXPERT

Upon the recommendation of the Company's Comité de Suivi (appointed by the Company's supervisory board in the context of the financial restructuring and composed of a majority of independent members) and given the significant dilution to result from the share capital increases, the Company's supervisory board decided on November 16th, 2020 to appoint Finexsi as independent expert, on a voluntary basis pursuant to Article 261-3 of the AMF General Regulation.

The independent expert will assess the financial conditions of the financial restructuring and issue a report containing a fairness opinion.

APPOINTMENT OF A CONCILIATOR AT EUROPCAR MOBILITY GROUP

In order to facilitate the finalization of the discussions on the Agreement in Principle with all relevant stakeholders, and, provided that the Company receives the required consents from the requisite majority of the holders of the 2024 Senior Notes, the 2026 Senior Notes and EC Finance plc's Senior Secured Notes, its implementation through an accelerated financial safeguard (sauvegarde financière accélérée) by the Commercial Court of Paris, the Company filed on November 17th, 2020 a request to terminate the mission of the mandataire ad hoc and to simultaneously appoint a Conciliator (conciliateur).

On November 19th, 2020, the President of the Paris Commercial Court appointed Maître Hélène Bourbouloux as a Conciliator (conciliateur).

LAUNCH OF A CONSENT SOLICITATION TO PERMIT THE OPENING OF AN ACCELERATED FINANCIAL SAFEGUARD

In order to implement the Agreement in Principle through the opening of an accelerated financial safeguard (sauvegarde financière accélérée) by the Commercial Court of Paris, the Company today announces that it is soliciting consents (the "Solicitations") from the holders of the 2024 Senior Notes, the 2026 Senior Notes and EC Finance plc's Senior Secured

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