GEOGRAPHIC EXPANSION AND M&AEUROLEASE FORUM

16-17 MAY 2013, MILAN

KEY FACTS LEASEPLAN GROUP

LeasePlan country

France

Belgium

Sweden

Germany

Austria

Spain

United Kingdom

United States

India

New Zealand

Italy

Brazil

Switzerland

Luxemburg

Australia

Ireland

FinlandNorway

Denmark

Hungary

Czech Republic Slovakia

Portugal

Netherlands

Greece

Poland

UAE

Mexico

Romania

Turkey

LeasePlan

GE

ORIX

ARI

ALD

Arval

SMBC

PHH

VW Leasing

Alphabet

Daimler Fleet Mgt

Wheels

RCI

Lex

Athlon

Peugeot Finance

Citroen

Donlen

Fiat

Sixt

0 200,000 400,000 600,000 800,000 1,000,000 1,200,000 1,400,000

Europe Americas Asia-Pacific ROW

Russia

With over 1.3 mn cars, we are world’s nr. 1 fleet manager History dates back exactly 50 years ago First country was LeasePlan Netherlands in 1963 Majority of the business sits in Europe LeasePlan Russia will open this year as our 31st country

PAGE 2

GEOGRAPHIC EXPANSION OBJECTIVES & APPROACH

OBJECTIVE

S

•Moderate pace taking market conditions into account

•Generate long term growth perspectives

•Business case requirement of <5 years break even

CLUSTER

THINKING

•Preference for countries in a region with a high regional cluster potential

COUNTRY

ASSESSME

NT CRITE

RIA

•Market potential

•Country risks

•Market characteristics / maturity

•Regulatory and fiscal matters

MARKET

ENTRY

OPTIONS

•Green field

•M&A•Joint

venture/partnerships

•Referral agreement

PAGE 3

MARKET ENTRY STRATEGIES

ACQUISITION GREENFIELD REFERRALJOINT VENTUREREFERRAL &

MINORITY INTEREST

NO ENTRY

NO

YES NO

YES

YES

YES

NO

YES

NO

NOACCEPTABLE COUNTRY

RISK

HIGH MARKET POTENTIAL?

REGULATORY BARRIERS?

MARKET MATURE?

STRATEGIC/ LPINT

INTEREST?

PAGE 4

REGIONAL CLUSTER APPROACH INCREASES SUCCESS RATE OF START UPS

ASIA-PACIFICASIA-PACIFIC

WESTERN EUROPE

WESTERN EUROPE

AFRICAAFRICA

MIDDLE-EAST & CENTRAL

ASIA

MIDDLE-EAST & CENTRAL

ASIA

LATIN AMERICALATIN AMERICA

NORTH AMERICANORTH AMERICA EASTERN EUROPE & RUSSIA

EASTERN EUROPE & RUSSIA

Regions have geographic proximity, cultural overlaps, similar stages of economic development and commercial synergies

PAGE 5

M&A 2012 FLASHBACKA CHALLENGING YEAR

20.000 3.000

•Still high price expectations by sellers

•Funding availability still a key challenge for most buyers

•General reluctance to significant exposures

•Limited M&A mandates for several bank-related players

ECONOMIC ENVIRONMENT THAT

HAS MADE M&A MORE

DIFFICULT IN 2012

•LeasePlan acquiring BBVA Renting & BBVA Autorenting in Italy

•Business Lease acquiring KBC Autolease Polska in Poland

THEREFORE ONLY 2 IMPORTANT

DEALS HAVE BEEN COMPLETED

LAST YEAR

PAGE 6

LOOKING AHEADCONSOLIDATION TREND TO CONTINUE

BANKS & CAR MAKERS

PRIVATE EQUITY

DATE TARGET COUNTRY SELLER ACQUIRER VHLS

DEC. 2012BBVA (AUTO) RENTING S.P.A.

ITALY BBVA LEASEPLAN 20K

14/05/12 KBC AUTOLEASE POLSKA POLAND KBCBUSINESS LEASE POLAND

3K

08/07/11 ING CAR LEASE MULTI (NL) ING GROEP BMW (ALPHABET) 238K

05/07/11SANTANDER CONSUMER MULTIRENT

PORTUGALSANTANDER CIR / SAG GROUP

LEASEPLAN 10K

03/05/11COMMERZ REAL AUTOLEASING

GERMANY COMMERZ REAL ARVAL 18K

30/07/10 CAIXARENTING SPAIN CAIXARENTING ARVAL 35K

07/07/10DAIMLER FLEET MANAGEMENT POLSKA

POLANDDAIMLER FINANCIAL SERVICES

ARVAL 8K

2010MASTERLEASE (SEVERAL TRANSACTIONS)

EUROPEGMAC (OR ALLY FINANCIAL)

VARIOUS +70K

DATE TARGET COUNTRY SELLER ACQUIRER VHLS

15/04/11 PARCOURS FRANCE ATRIA CAPITAL PARTNERS WENDEL (PE) 41K

13/09/10 ZENITH (60%) UK BARCLAYS CAPITAL MORGAN STANLEY PRIVATE EQUITY 20K

PRIVATE EQUITY

PAGE 7

2000

Flee

t size

(uni

ts)

2002 2004 2006 2008 2010 2012

Nov 2004: change of ownership from ABN AMRO to VW consortium

LEASEPLAN M&A HISTORYLARGER DEALS IN 2000, THEN BOLT-ON ACQUISITIONS

PAGE 8

Flee

t size

(uni

ts)

2000 2002 2004 2006 2008 2010 2012

LARGER DEALS (>100K UNITS) ONLY COME ALONG ONCE EVERY FEW YEARS

PAGE 9

LEASEPLAN M&A STRATEGY

Focus on mature leasing markets, where it is difficult to grow organically

Focus on our core business (full service operational leasing)

Fleet size of >10k units, diversified portfolios (in terms of both manufacturer brands and clients)

Preference for those countries with proven track records of strong returns, stable management teams, sufficient capability to successfully integrate a potential acquisition

Attractiveness of any deal eventually depends on price paid, and implied internal rate of return (IRR)

M&

A C

RIT

ER

IA

PAGE 10

LEASEPLAN MARKET POSITIONBBVA ACQUISITION

With BBVA acquisition LeasePlan Italy becomes the 2nd player in the market

Strategic acquisition in a mature market – boost presence in priority segments

SME Segment + 7K Corporate Segment +14K

PAGE 11

23.5%

18.8%17.7%

16.1%

4.1%4.0%

3.8%

12,0%Arval

LP Group

ALD

Leasys

Alphabet

CarServer

VW Leasing

Other

SOURCE: LPIT BEST ESTIMATION ON ANIASA DATA

INTEGRATION PROGRAMMEBBVA ACQUISITION

NOV 13JAN 1313 DEC 12

ACQUISITIONANNOUNCE-

MENT

GAPANALYSIS

INTEGRATION WORKSTREAMS

ANTITRUSTAPPROVAL PROCESS

OFFICIAL ANNOUNCEMENT INTERNAL PROCESS

INTEGRATION & IMPLEMENTATION PROCESS TO STRENGHTEN THE ASSETS RECENTLY ACQUIRED

REBRANDING

MAR 13 Q3 13FEB 13

CLO-SING

APR 13 MAY 13 JUN 13 OCT 13 DEC 13

UNIFICATION

CLOSED ACTIONS

PAGE 12

TAKE AWAYS

PAGE 13

CONCLUSIONS

• Challenging economic conditions have impacted recent M+A activity• Consolidation trend is expected to continue in the future• A strong M+A strategy is crucial to leverage potential opportunities and fulfill buyer’s

goals

Over the past 5 years the operational leasing sector has seen a strong consolidation trend

For many shareholders vehicle leasing and fleet management activities are no longer considered “core business”

At the same time the number of potential buyers is decreasing

Price expectations of many sellers remain unrealistic

Available financing is a major challenge for most Buyers