AyvensBnk-2024-250530-FinalDraft-I-LIVE

Ayvens Bank N.V. Annual report 2024 5

General information

Ayvens Bank N.V.

Ayvens Bank N.V. (the “Company” or “Ayvens Bank”, until 15 October 2024 named LeasePlan Corporation N.V. (“LPC”) is domiciled in Amsterdam, the Netherlands and is registered at the Commercial Register of Amsterdam under number 39037076, where its statutory seat is located. The address of its registered office is Gustav Mahlerlaan 356, 1082 ME Amsterdam. The consolidated financial statements of the Company as at and for the year ended 31 December 2024 comprise the Company and its remaining subsidiaries (together referred to as the “Group”) and the Group’s interest in investments accounted for using the equity method. A list of the principal consolidated participating interests is included in the other information paragraph of the company financial statements.

Changes in the Group’s composition during the reporting period (the “Reorganisation”) were related to the sale and transfer of all subsidiaries to Ayvens, except for LeasePlan Arrendamento Mercantil SA (which is pending approval of the Central Bank of Brasil). In addition, there are two entities LeasePlan Brazil Ltda. and LeasePlan Mexico, S.A. de C.V. of which control has been transferred to Ayvens but will continue to be included in the accounts as investments accounted for using the equity method. LeasePlan Brazil Ltda. Refer to explanation below and see Note 9 Discontinued operations.

The Company holds a banking licence in the Netherlands since 1993 and it operates under the supervision of the European Central Bank (“ECB”). For completion it is noted that the retail deposits are eligible for the Dutch deposit guarantee scheme.

Ownership of the company

LP Group B.V. holds 100% of the Company’s shares. In turn, Ayvens S.A. holds 100% of the shares in LP Group B.V.

Ayvens S.A. (hereafter referred to as “Ayvens” as legal entity, or as “Ayvens Group” if reference is made to the group of entities headed by Ayvens of which the Company is an integral part) is a subsidiary of Société Générale S.A. (52.59%, “SG”). Other shareholders include the former shareholders of LP Group B.V. (28.73%). The remainder of shares in the Company (18.68%) is held by different (minority) shareholders, of which 16.40% is free floating on the Paris stock exchange (AYV.PA).

For more (financial) information about the Ayvens Group, reference is made to the Ayvens Universal Registration Document 2024 which is publicly available online via www.ayvens.com/investors.

Recent developments

Declaration of No-Objection and Target Operating Model

Historically, the Company – under its former name LeasePlan Corporation N.V. and as former head of the LeasePlan group – focused on fleet management and mobility services (mainly through vehicle leasing). Moreover, in 2010 it launched its online retail savings bank in the Netherlands and in 2015 the cross-border offering of retail saving products in Germany. The deposits collected in the Netherlands and Germany previously served as an important source of funding for the leasing activities of the LeasePlan group.

As of the moment of closing the acquisition of LP Group B.V. by ALD S.A. (former name of Ayvens) on 22 May 2023, the Managing Board and Supervisory Board of the Company have closely worked together to obtain the Declaration of No-Objection (“DNO”) from the ECB to allow for a reorganisation as a result of which the Company transfers all its subsidiaries and treasury activities to Ayvens and subsequently will focus on its (retail) banking activities only (the “Reorganisation”).

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On 15 March 2024, the ECB granted the DNO required to implement the Reorganisation. This Reorganisation constitutes a financial and corporate reorganisation as referred to in article 3:96 Financial Market Supervision Act. As a result of the new set-up and following finalization of the new target operating model (“TOM”), the risk profile of the Company has significantly decreased, and its governance was simplified.

The process of the transfer of (the shares of) the subsidiaries was successfully implemented during 2024 and the Company has progressed towards the end-state of the Reorganisation. As of the moment of reaching the envisaged TOM, all leasing activities and treasury activities are transferred, and the Company will solely focus on attracting retail deposits in the Netherlands and Germany. Subsequently, all collected deposits are on-lent to the Ayvens Treasury Center in Luxembourg, which will in turn use the money to fund the operational entities of the Ayvens Group. The deposits are an important source of funding for the Ayvens Group.

The Reorganisation has not changed the way Ayvens Bank attracts deposits from retail depositors in the Netherland and Germany. The deposits will continue to have a similar profile as currently reflected on the Company’s balance sheet and will consist of both flexible and fixed-term deposits, with fixed terms ranging from three (3) months to five (5) years. Ayvens Bank falls under the Dutch Deposit Guarantee Scheme. Customers can rely on the Dutch Deposit Guarantee up to the maximum amount set by the Dutch Central Bank.

The Company on a daily basis on-lends the deposits received to the Ayvens Treasury Center . The Ayvens Treasury Center will then utilise these deposits to fund the leasing activities of the Ayvens Group through the local operational subsidiaries. The funding mechanics provide for the transfer of 100% of the deposits i.e., the aggregate amount of the loan will equal 100% of the aggregate amount of the outstanding deposits including any accrued interests, calculated daily.

With this set-up the Company transfers most liquidity risk and all interest rate risk with respect to the retail deposits to the Ayvens Treasury Center. The Company will only be exposed to the residual liquidity risk stemming from the settlement of volume changes in the retail deposits with the loan to the Ayvens Treasury Center with a delay of one day (refer to ‘Financial Risks’ below for more information about the transfer of risks).

Also in the new set up, the Company will continue to allocate adequate resources in the areas of Risk & Compliance, Legal and Audit functions. Moreover, it will be able to draw from a flexible pool of experts from across the Ayvens Group, if required. In addition, and as a new member to the SG group, the Company is able to tap into the extensive expertise and resources with SG.

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Ayvens Bank Financial performance 2024

In thousands of euros	2024	2023*	% YoY Growth
Interest Income	1,104,566	191,716	476%
Interest expense	(881,914)	(619,629)	42%
Net interest income	222,652	(427,913)	(152)%
Unrealised gains (losses) on financial instruments	(53,109)	(276,986)	(81)%
Other revenue	15,762	(17,862)	(188)%
Net lease related income	63,094	95,556	(34)%
Revenue	248,399	(627,205)	140%
Staff expenses	(10,334)	(13,793)	(25)%
Other operating expenses	(22,508)	(16,230)	39%
Other depreciation and amortisation	(3,226)	(3,600)	(10)%
Total operating expenses	(36,068)	(33,624)	7%
Share of profit of investments accounted for using the equity method	13,070	3,601	263%
Other income	(1,869)	13,352	(114)%
Profit before tax	223,530	(643,876)	135%
Income tax expenses	(39,250)	63,876	(161)%
Net result from continuing operations	184,280	(580,000)	(132)%
Net result from discontinued operations	826,038	1,022,585	(19)%
Net result for the period	1,010,318	442,585	128%

*2023 has been restated, please refer to note 3.1 Basis of preparation, paragraph change in presentation of the 2024 consolidated financial statements

•Net result of EUR 1.010 million (+128%) of which EUR 184.3 million from continuing operations and EUR 826.0 million from discontinued operations

•2023 has been restated to present the subsidiaries sold in 2024 as “Discontinued Operations” and the presentation has been changed to a bank model to represent the remaining operations.

•Net Interest income increases by EUR 650.6 million (152%). This is mainly caused by interest income on loans to former subsidiaries of EUR 826.9 million. In 2023 the related interest income is part of the lease income of the subsidiaries consequently this income is included in discontinued operations.

•Unrealised gains (losses) on financial instruments decreases by 81% to EUR 53.1 million due to reduced interest rates and unwinding of derivative instruments.

•Other revenue includes mainly unrealised foreign exchange differences related to treasury activities.

•Net leasing related income represents the income from leasing activities for LeasePlan Brasil Ltda. and LeasePlan Mexico S.A. de C.V. that was realised in 2024 statement of profit or loss until the loss of control in April 2024. The activities of LeasePlan Arrendamento Mercantil S.A. have been included for the full year 2024 as the control over the entity is not yet transferred (subject to approval by the Central Bank of Brazil).

•Total Revenue for the group amounts to EUR 248.4 million in 2024.

•Operating expenses increase by 7% mainly caused by additional professional services.

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•Other Income includes EUR 1.8 million loss on FV adjustment and sale of the equity investment in SG Fleet.

•Result from continuing operations includes the result of the remaining business of Ayvens Bank. The year 2023 result includes a loss of EUR 593.5 million mainly caused by interest costs for external loans that are transferred in 2024.

•Net result from discontinued operations include the result of the subsidiaries that were sold and transferred in 2024. It includes also the result of the net EUR 557.9 million gain on sale that was booked for the sale of the subsidiaries as part of the Reorganisation as well as the sale of LeasePlan Russia in 2024.

Funding and capital

Funding

The Company was active across its Asset Backed Securitisation (ABS) as well as Retail Deposits levers in 2024 and raised a total amount of EUR 17.4 billion. Due to the acquisition by ALD S.A. in 2023 there were no unsecured funding issuances in 2024.

As a result of the Reorganisation pursuant to all operating entities in securitisation jurisdictions are no longer subsidiaries of Ayvens Bank, securitisation proceeds are no longer flowing to the Company. Existing Bumper transaction proceeds have all been transferred to the Ayvens Treasury Center over the course of 2024. The only Bumper related (intercompany) loan remaining at the Company’s level as per the end of 2024 is the Reserve Loan in relation to Bumper France 2022 (EUR 2.5m).

The Company’s year-end liquidity buffer was EUR 7.004 billion, made up of EUR 5.254 billion of cash as well as access to the undrawn EUR 1.750 billion Revolving Credit Facility.

Capital

The Company has not included the eligible net result to its Common Equity Tier 1 (CET1), the eligible result amounted to EUR 941 million. The CET1 ratio as per 31 December 2024 was 37.9% calculated at the regulatory sub-consolidated level (Ayvens Bank consolidated). At this consolidated level, the Tier 1 capital ratio was 44.1% and the Total Capital ratio was 53.4%. At the end of 2024, the Company is capitalized well above the minimum capital requirements.

The main impact on capital ratios in 2024 came from the move to the target end state of the Company with the transfer of its subsidiaries to Ayvens and of the treasury activities to the Ayvens Treasury Center and the corresponding developments on the balance sheet of the Company.

Interim cash distribution

On 27 March 2025, the Company made an interim cash distribution to its sole shareholder LP Group B.V. in the amount of EUR 1.4 billion.

It is recalled that the Company is a wholly owned subsidiary of Ayvens and as such the outstanding bond issues of the Company benefit from the ratings of Ayvens.

Ayvens’ ratings are as follows:

Fitch: Dec 2024: BBB+ with a stable outlook (IDR)

S&P: Dec 2024: A- with a stable outlook

Moody’s: Dec 2024: A1 \ Negative

For further details on ratings, please visit: https://www.ayvens.com/en-cp/investors/debt-investors/

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Risk management

Risk Management and Compliance principles

The Company is committed to ensure that its activities are executed within a defined Risk Management Framework that has been approved by the Managing and Supervisory Board. Pursuant to the target end-state of the Company, ex-LeasePlan risk committees (Group Risk Committee and subcommittees) have been discontinued, and all risks are being monitored at Ayvens level through Ayvens’ risk committees. For the transition period between obtaining the DNO and the implementation of the new risk governance, the risk and compliance agenda has also been covered within the Managing Board and Supervisory Board governance of Ayvens Bank. As of 2025, there is an Entity Risk Committee installed specific to Ayvens Bank.

Risk Management Approach

Second line control functions (Risk & Compliance) within Ayvens Bank are responsible for effective risk oversight, which is vital to our functioning as a bank. Controlled and balanced risk taking, accommodated by a strong, independent risk and compliance organisation, are key elements in driving our strategy. Risk Management and Compliance are represented by the Chief Finance and Risk Officer (“CFRO”) at Managing Board level. The CFRO has a functional reporting line to the Ayvens Chief Risk and Compliance Officer. In addition, the Ayvens Head of Risk and the Ayvens Head of Compliance are members of the Entity Risk and Compliance Committee (ERC).

The Ayvens Bank Chief Compliance Officer (“CCO”) can independently escalate any issues or topics to the CEO or Deputy CEO of the Managing Board and/or to the Head of Compliance of Ayvens. Ayvens Bank has defined a Risk Management Framework to ensure proper identification, assessment and response to (including monitoring and disclosure of) risks to enable the organisation to make informed decisions. This framework addresses the risk governance and the risk management process, through the various components, as described in the risk management cycle, see below.

The finance, marketing and operations teams, together with support functions are considered the first line. First line functions have ownership of the risks they initiate in performing their activities. They are responsible for taking risks, the day-to-day management of the organisation, the effectiveness of the business processes, reliable reporting, implementation and embedding of risk management practices and adherence to Ayvens policies and standards.

The second line is represented by a combined Risk Management function and the Compliance function, independent of the business, ensuring the robustness and efficiency of the risk and compliance framework and the alignment with applicable SG group, Ayvens Group and regulatory standards. These functions report to the CFRO.

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Third line Group Internal Audit (IGAD) is an independent, objective assurance function designed to add value and improve Ayvens Bank’s operations by bringing a systematic and risk-based approach to evaluate the effectiveness of risk management, control, and governance processes. EBA Guidelines on Internal Governance stipulate that the Internal Audit function is responsible for the independent review of the first and second line. It also reports its findings to the Managing Board and provides quarterly updates to the Supervisory Board.

Risk Appetite

Ayvens Bank is committed to ensuring regulatory compliance and maintaining a risk profile within the set Risk Appetite by challenging and assisting the business and promoting risk awareness at all levels within the Company. The Risk Management function is responsible for defining the Risk Appetite Framework and facilitating the Company’s Risk Appetite setting process. The Risk Appetite Statement (“RAS”) represents the overall risk that the Company is willing to take to achieve its strategic objectives, defined by quantitative and/ or qualitative metrics for the key risk categories. The Risk Appetite is set at least annually at Ayvens Bank level and requires approval by the Managing Board and Supervisory Board. The Managing Board, through the ERC, monitors, reviews and challenges the actual performance against the RAS and discusses potential corrective measures on (at least) a quarterly basis.

Risk management structure

The second line Risk Management team oversees risk strategies and defines processes to manage risk, which includes the establishment of an appropriate risk governance, Risk Taxonomy, setting of Risk Appetite, risk measurements and reporting. The Risk Management team is responsible for defining the Risk Management Framework and Risk Appetite Framework for supporting decision-making and capital allocation.

The director of Ayvens Bank reports directly to the CEO. As a first line of defence the director of Ayvens Bank and the functions reporting to him bear primary responsibility for identifying, assessing, managing and monitoring the risks to which they are exposed in the course of their own day-to-day activities.

Finance is responsible for managing the required liquidity buffer (in business as usual as well as under stress), and for asset and liability management, however the underlying process (Ayvens Bank funding planning) is prepared in consultation with the Ayvens ALM & Treasury teams. In addition, Finance is responsible for first line monitoring of Structural Risk Exposures with support of the Ayvens ALM team. Also, Finance manages sight deposit model monitoring and maintenance, with support of SG.

The Company has transferred the main treasury related risks (interest rate and liquidity risk) to the Ayvens Treasury Center. The main treasury related activities which continue to take place at the level of Ayvens Bank will be the daily payments and settlement process with other banks (as part of the normal deposit and withdrawal process of retail depositors), on-lending the retail deposits (based on legal matching) to the Ayvens Treasury Center and managing the interday liquidity needs. These treasury activities are executed by Ayvens Bank’s finance team.

Within the first line, an Internal Control Officer is implemented to perform first line control activities. The Internal Control Officer carries out Level 1 Controls and he/she reports to the Director of Ayvens Bank.

The First line Capital Management team determines the required amount of risk capital, monitors adequacy of available capital and supports in steering the capital requirements. The Capital Management team acts as the owner of the Supervisory Review and Evaluation Process (SREP).

Financial risks

Financial risks consist of Liquidity, Funding Risks, Market Risks in the banking book and Concentration/Credit risk.

Structural risks

The Structural Risks covers the following types of financial risks: (i) liquidity and funding risk, and (ii) market risk in the banking book.

•The Liquidity risk refers to the ability of the Company to fulfil its payment obligations at any moment in time, during normal course of business or under lasting financial stressed conditions.

•The Funding risk refers to the capacity of the Company to raise funding resources in a sustainable manner, at a competitive cost compared to peers.

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•The Market Risk in the Banking Book is the risk of losses in interest margin or banking book value if interest rates, foreign exchange rates, or credit spreads change. As in Ayvens Risk Taxonomy, this risk is related to the Company’s non-trading portfolio (e.g. deposits, loans) and includes the distortion of the structural difference between assets and liabilities. It includes:

oThe Interest Rate Risk in the Banking Book (“IRRBB”) is the current or prospective risk to both the earnings and the economic value of the Company arising from adverse movements in interest rates that affect interest rate sensitive instruments.

The Company has transferred the Structural Risks unrelated to deposit taking to the Ayvens Treasury Center. The main activities related to Structural Risks which continue to take place at Ayvens Bank level are related to continually transferring the Structural Risks related to retail deposits to the Ayvens Treasury Center. These activities include the daily payments and settlement process with other banks (as part of the normal deposits and withdrawal process of retail deposits), lending out the retail deposits (based on legal matching) to the Ayvens Treasury Center and managing the interday liquidity needs. Again, these treasury activities are executed by Ayvens Bank’s finance team. A dedicated credit line, set-up with SG, will enable the Company to have direct interday access to the liquidity needed to cope with deposit outflows under stress.

Interest Rate Risk management

Besides the change in the Company’s inherent exposure to IRRBB as described in the previous paragraph, changes were made to its own IRRBB management framework. Most notably, the legacy models for measuring IRRBB were phased out and replaced by models and conventions used across Ayvens and SG. The legacy Flexible Savings Model as historically applied by LeasePlan was decommissioned and replaced by the Sight Deposit Model as validated by the SG ALM Model Validation Committee.

In addition, the legacy Risk Appetite Indicators historically used by LeasePlan for IRRBB purposes were phased out and replaced by the NPV sensitivity indicator as used by Ayvens and SG.

Change in Liquidity Risk Profile

The Liquidity risk profile of the Company has changed considerably over the course of 2024, towards the end state of the organisation. The main changes that occurred are:

•Sale of leasing entities, implying that the Company is no longer exposed to liquidity risk on leasing contracts.

•Sale of loans previously granted by LeasePlan Treasury (branch) to legacy LeasePlan leasing entities. New intracompany loans are now granted by the Ayvens Treasury Center.

•Proceeds of retail deposits are now on-lent to the Ayvens Treasury Center, instead of LeasePlan Treasury.

•Legacy external unsecured bonds on the balance sheet of the Company are now managed in run-off mode, with no new issuances at the Company’s level since May 2023.

Committee Governance

Liquidity Risk is monitored in the Ayvens Bank ALCO, and the Risk Appetite Indicators are monitored in the Managing Board meetings. In addition, the liquidity risk of the Company is also monitored in the Ayvens Funding Committee.

The Ayvens Bank ALCO typically monitored the following items around liquidity risk throughout 2024:

•Realised adherence to the liquidity Risk Appetite, regulatory requirements and other liquidity risk indicators set by the Ayvens Bank ALCO.

•Expected future adherence to the liquidity risk appetite through the funding planning process.

•A holistic view on expected balance sheet developments through a Balance Sheet Forecast that also monitors capital adequacy.

•Developments around Retail Deposits.

•Recovery Plan Indicators and Early Warning Indicators (until 30 September 2024).

•Legacy informative liquidity stress tests that are not part of the risk appetite.

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Informative stress testing scenarios

Besides the two scenarios used for funding planning and steering purposes, the Company has five informative liquidity stress scenarios in place. These scenarios historically ensured that all liquidity risks as identified in the risk taxonomy are captured in the Company’s liquidity stress testing framework. The informative scenarios are monitored and reported to the Ayvens Bank ALCO periodically.

These stress scenarios were designed prior to the integration activities and are expected to lose most of their relevance as the Company transitions closer to the end state. Preparations for replacing these informative stress scenarios by a more fit-for-purpose stress test are ongoing.

Contingency Plan and Recovery Plan

In line with the implementation of simplified risk governance in the new TOM, the Company is no longer required to have in place its own Contingency Plan and Recovery Plan. Instead, the Company has been included in the Ayvens Contingency Funding Plan and is explicitly referenced in the SG Recovery Plan. As a result, Early Warning Indicators and Recovery Plan Indicators are now monitored at Ayvens level, and no longer at Ayvens Bank level (with effect as of 30 September 2024).

Concentration risk

This risk is relevant given that all retail deposits are on-lent to one counterparty - the Ayvens Treasury Center - which imposes a concentration risk. The single counterparty risk/large exposure will exceed 25% of the Tier 1 capital. In view of the large exposure, it is explicitly noted that the Company relies on the large exposure exemption.

Ayvens Bank lends on a daily basis the deposits to the Ayvens Treasury Center. The Ayvens Treasury Center utilizes these deposits to fund Ayvens’ leasing activities through the Ayvens’ local operational subsidiaries. The funding mechanics provide for the transfer of 100% of the deposits, i.e. the aggregate amount of the loan will equal 100% of the aggregate amount of the outstanding deposits including any accrued interests, calculated daily. However, this amount is uncommitted.

The intercompany loans are secured through a pledge agreement with a collateral portfolio composed of first ranking security rights on eligible Euro intercompany loans granted by the Ayvens Treasury Center to the operating leasing entities that are part of the Ayvens Group. The collateral portfolio will include only intercompany loans with existing eligible Ayvens leasing entities satisfying the criteria of eligibility. Controls are in place to monitor that the criteria are met.

As part of the mitigation of the concentration risk, on top of the collateral provided by Ayvens Treasury Center, Ayvens Bank benefits from a guarantee provided by Ayvens to cover the liabilities of the Ayvens Treasury Center towards the Company.

Non-financial risks

Operational risk

Operational risk within the Company is part of the Non-Financial Risk (NFR) domain, and it involves the risk of a positive, negative, or potential loss resulting from inadequate or failed internal processes, human behaviour, and systems or external incidents. As defined by Ayvens/SG the operational risks are classified in the following categories:

•Errors in pricing or risk evaluation including model risk

•Execution errors

•Fraud and other criminal activities

•Loss of operating environment/capability

•System interruptions

Ayvens has defined an Ayvens General Operational Risk Management Policy and an Ayvens Anti-Fraud Policy and a fraud risk management framework, which are implemented by the Company, to prevent, detect, investigate/handle and remediate/follow-up internal and external fraud. This policy and framework describe a structured approach based on the fraud risk cycle (i.e. fraud risk identification, assessment, mitigation, monitoring and reporting).

Loss of operating environment refers to any event (out of cyber) affecting the business assets and temporarily affecting the Company’s ability to operate destruction of buildings, machines, loss or disappearance/bankruptcy of a key supplier, destruction of reference and/or transactional data, loss of key

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teams or individuals (non-exhaustive). The first line is responsible for the implementation of policies and standards, while the second line supports secure implementation, facilitates risk management processes, and challenges first line decisions.

Regarding Information Systems and Security risks, in 2024 an ongoing alignment took place between ex-LeasePlan, ex-ALD and Société Générale normative documents. For instance, the SG Cyber Security barometer (NIST) was deployed within the Company to further enhance the cyber security posture of Ayvens Bank and ensure consistency across Ayvens Group and entire SG group. Furthermore, the Company was involved in preparations of implementing group wide programs (including DORA and NIST).

Fraud risk assessment

External fraud is the risk of fraud attempted or perpetrated against the organisation by an external party (i.e. a party without a direct relationship to the financial institution) without the involvement of an employee or affiliate of the organisation. It includes the risk of fraud committed by a third party/vendor by an agent, broker or intermediary, and by an individual or group of individuals on their own account with no intention of any repayment of the loss caused. Internal fraud is the risk of fraud attempted or perpetrated by an internal party (or parties) against the organisation, i.e. an employee or affiliate of the organisation, including instances where an employee is acting in collusion with external parties. It includes the risk of fraud committed by an internal party against the organisation and the organisation’s customer, or third parties.

Additionally, the Company has defined and implemented control measures to prevent and detect fraud in general, such as access management, dual control, segregation of duties, background check / employee screening, induction programme, physical controls, and monitoring of credit card expenses and salary payment procedures, among others.

External fraud is monitored as part of the Company's risk appetite indicators on a recurring basis.

The Company has a zero-tolerance policy towards internal fraud. The Ayvens group prioritizes fostering a culture of risk awareness throughout the organization, ensuring that employees understand the significance of identifying, evaluating, and mitigating operational risks to safeguard the Company's stability, resilience, reputation, and financial well-being. Ayvens has a Whistleblowing Policy and an whistleblowing tool in place which allows employees and related externals to report actual or suspicion of misconduct or irregularities within the Company.

Compliance & Legal risks

Compliance and other disputes with authorities represent the risk of legal, administrative or regulatory sanctions, material financial loss, or loss to reputation a bank may suffer as a result of its failure to comply with national or European laws, regulations, rules, related self-regulatory organisation standards, and codes of conduct applicable to its banking activities. The scope of the Compliance risk, in line with the EBA guidelines, includes 1. sanctions & Embargoes, 2. Anti-Money Laundering - Combatting Terrorism Financing, 3. Know your customer, 4. Anti-Bribery, Corruption & Ethics, 5. Client Tax Transparency, 6. Sustainability risks 7. Client protection, 8. Market Integrity, 9. Data protection and 10 prudential regulations.

Ayvens Bank, as part of the Ayvens Group, operates in a complex regulatory environment. Only by conducting our business based on high ethical standards and in compliance with applicable laws, directives and regulations can we win and retain trust and succeed in our mission.

With the purpose to support Ayvens Bank in its compliance with the supervisory and regulatory requirements, there is a Regulatory Affairs function established to facilitate the Company in standardisation and reinforcement of controls within its regulatory, supervisory and normative documentation commitments. The Regulatory Affairs Function has three functional areas:

•Supervisory Office, serving as the central and single point of contact for external interactions, i.e. with the Joint Supervisory Team (JST);

•Regulatory Watchtower, identifying and supporting implementation of new/changed applicable regulations; and

•Policy Office, supporting the overall normative documentation process.

To provide for coordinated alignment and consistency, the Regulatory Affairs Function has established close cooperation between departments at Ayvens, Ayvens Bank and SG group.

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Compliance structure and setup

Governance

The Compliance function is represented in the Managing Board by the CFRO. The CCO reports to the CFRO and has direct access to the ERC. The CCO is supported by the Ayvens Compliance Department. There is also a Local Compliance officer at Company level, reporting to the CCO, who oversees day-to-day compliance management activities and ensures compliance with regulatory requirements and internal policies. The Ayvens Bank Compliance Function is independent of the business and ensures the robustness and efficiency of the compliance framework and the alignment with applicable SG group, Ayvens Group and regulatory standards.

Risk and compliance highlights 2024

In 2024, the former LeasePlan group was successfully restructured, and the Company has made substantial progress in setting up its revised risk framework during a year of transition. The Risk Management & Compliance functions shaped its responsibility towards the new organisation through strengthening the risk and compliance activities within Ayvens Bank. In its capacity the functions oversaw the management and implementation of:

•2024 was a transition year and the Company gradually reduced in size and complexity as the leasing entities were sold to Ayvens in line with the Reorganisation.

•Per year end, most exposure related to loans to former LeasePlan entities have been transferred, with some residual items to be transferred in early 2025.

•The business model of Ayvens Bank is now mainly based on its retail deposit banking activities; however, as at the end of 2024 it also retains some shareholdings. These shareholdings are mostly a passive financial investment, of which Ayvens conducts oversight from a risk and governance perspective. Ayvens Bank attracts retail deposits in the Netherlands and Germany, and these deposits are an important source of funding for the leasing activities of the Ayvens Group.

•During the year 2024, liquidity risks have been managed at Ayvens level contributing to Société Générale’s liquidity metrics. While former LeasePlan perimeter continued to benefit from a specific liquidity management framework, it has been gradually transformed into an entity dedicated to deposit collection with a pass-through transfer of deposit liquidity and attached liquidity risks to the Ayvens Treasury Center.

•During the year 2024, Ayvens Bank – through its Treasury department – was still managing a large portfolio of OTC derivatives, which together with its banking status, result in specific reporting and clearing requirements. The former LeasePlan derivative portfolio has been gradually reduced in the second half of 2024 and has been fully extinguished in January 2025, removing from that moment any risk linked to OTC derivative contracts. The Ayvens Treasury Center is managing a much smaller portfolio of derivatives, thanks to its direct and flexible access to Société Générale funding, including in non-EUR currencies.

•Rollout of key risk framework modules such as Risk and Control Self Assessments (RCSA), control testing and monitoring, issue management, and incident management throughout the organisation.

•During 2024, Ayvens Bank started to decommission most of the risk and compliance tools to be replaced with different internal controls system and methodology from Ayvens/ Société Générale such as the new internal control system MyControls and related methodology.

•Finally, as a key deliverable for 2024, the Risk Management & Compliance functions developed and implemented a dedicated Risk Management Framework and Risk Appetite Statement for Ayvens Bank.

For further overview of our Risk Management Framework, including details on key risks inherent to our business activities, please refer to the Risk Management section of the financial statements.

Risk uncertainties

Based on the main risk areas, we have summarised material risks and uncertainties that are relevant to the expectations of the Company’s business continuity for the period of 12 months after the publication of this report.

•The Company is exposed to the Ayvens Treasury Center, part of Ayvens Group and SG Group and as such is depending on the strategic treasury decisions from Ayvens and SG. Any change in the current structure may be a potential risk for the current setup of the Company; and

•The Company operates in a highly regulated environment. As such, compliance risks are considered as material (in connection with SIRA exercise), non-compliance in one risk domain can lead to breach of regulation, and to administrative or financial sanctions.

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Sustainability strategy

PowerUp 2026

The Company’s parent company Ayvens announced its “PowerUp 2026” strategic plan on 18 September 2023 following the closing of the acquisition of the former LeasePlan group by ALD S.A. Ayvens will leverage on the power of leadership to shape the future of mobility and achieve excellence, by executing a strategic plan articulated around 4 priorities:

•Clients

•Operational efficiency

•Responsibility

•Profitability

For further details on PowerUp 2026 as well as the Sustainability strategy, we refer to the Ayvens Annual report 2024 (Universal Registration Document 2024). Chapter 5 of the Universal Registration Document is dedicated to the Sustainability Statement according to the Corporate Sustainability Reporting Directive (CSRD), and provides a full report of strategic pillars, action plans and related metrics for Ayvens. The Ayvens CSRD disclosure consolidates Ayvens Bank. This also includes the consolidated EU Taxonomy disclosures of the Ayvens group, including Ayvens Bank.

Double Materiality Assessment

As part of the CSRD, Ayvens conducted a thorough assessment of the Impacts, Risks and Opportunities (IROs) across all dimensions of Environmental, Social and Governance (“ESG), arising from its business model. Ayvens Bank is a component of Ayvens’ value chain, and was therefore duly integrated in this exercise, primarily through the integration of governance risks.

Climate & Environment Risk Management framework

The sustainability strategy has been strengthened over the past years to better understand and mitigate the Ayvens Group’s climate -related and environmental risks. Climate-related and environmental risks (C&E risks) are considered as an integral part of the domains where they may materialise. Within the framework of Sociéte Générale, Ayvens integrates the supervisory requirements on climate-related and environmental risks in its internal control framework and continues, as in previous years, to disclose on its practices in the C&E Risk Disclosures. Reference is made to Chapter 4 of the Ayvens Universal Registration Document for the Risk Management framework and Chapter 5 for the consolidated EU Taxonomy disclosures.

Values and ethics

Responsible Business Practices are a key pillar of the Sustainability strategy. The Company recognises that the trust and confidence of our stakeholders is crucial to our success. Only by conducting our business according to our ethical standards can we win and retain that trust and succeed in our mission.

Our employees apply high standards in their personal conduct and in their day-to-day business decisions. Our values and ethics are defined in the Code of Conduct (https://www.ayvens.com/en-cp/conduct-and-ethical-principals/), which also explains the way in which we deal with each other, customers, suppliers, society at large, government authorities, regulators, investors and business partners. We work to ensure our values and ethics are embedded in our behaviour, processes and actions.

Human rights

The Company recognises that human rights are fundamental and universal. We respect human rights, in the workplace and in our supply chain, as described in the United Nations’ Universal Declaration of Human Rights and the principles of the International Labour Organization. We avoid being complicit in human rights abuses of any kind, and condemn the use of forced labour, compulsory labour and child labour. Respect for human rights is also a key feature of both the Ayvens Code of Conduct and the Supplier commitments within the Sustainable Procurement Charter (https://www.ayvens.com/en-cp/sustainability/our-esg-commitments/). Respect for human rights is embedded in our Code of Conduct which all employees are required to review and confirm

Ayvens Bank N.V. Annual report 2024 16

annually. Furthermore, a whistleblower mechanism is in place for all employees and trusted persons are available in every entity.

For further details, please consult the Ayvens CSRD reporting embedded in the Ayvens Universal Registration Document 2024.

Remuneration report

As described in the introduction of this Annual Report (refer to Recent Developments), during 2024 the Company has rolled-out the Reorganisation and moved to the new TOM. As a result of this Reorganisation, the Company has stopped functioning as holding company of ex-LeasePlan’s worldwide operational leasing business and instead has continued as a stand-alone bank within the Ayvens group focussed on raising retail deposits and on-lending these to Ayvens to fund the operating entities.

This section presents the Company’s remuneration governance, framework, and practices. Even more, it reflects the group remuneration policy implemented during 2024 following the Reorganisation (being the 2024 Ayvens Group Total Rewards Policy). As the previous remuneration framework (being the 2023 LeasePlan Remuneration Framework) remained in place during the first months of 2024, summaries of this remuneration framework are also provided for completion. These summaries cover the remuneration framework that continued to apply until the 2024 Ayvens Group Total Rewards Policy became applicable to the Company.

By including both the 2023 and 2024 remuneration frameworks, the Company provides a comprehensive view of the remuneration policies applicable throughout the reporting period, ensuring transparency and compliance with regulatory requirements.

Ayvens’ Group Total Rewards Policy

Ayvens ensures that its remuneration policies and practices (including its pension provision) are consistent with and promote sound and effective risk management, including compliance risk management, and in line with its business strategy, objectives, values, and long-term interests. The Ayvens’ Group Total Rewards Policy (the “Group Total Rewards Policy”) is reviewed by the Ayvens Group Remuneration Committee and approved by the Board of Directors of Ayvens on an annual basis.

The Group Total Rewards Policy applies globally to all entities within the Ayvens Group, including entities over which Ayvens effectively has control, therefore including the staff members and Managing Board of the Company. Moreover, the policy includes: remuneration principles and their governance applicable to all staff, and specific details about the remuneration structure of the Identified Staff (i.e. staff considered to have a material impact on the risk profile of Ayvens Group or Ayvens Bank specifically). The policy is adapted where required to meet local regulatory or legal requirements in each jurisdiction in which it operates.

The Group Total Rewards Policy is designed to provide appropriate, restrained and sustainable remuneration for all employees in support of Ayvens’ long-term strategy, Risk Appetite, objectives and values. The policy takes into account Ayvens’ strategy and long-term interests with due observance of the international context in which Ayvens operates, together with public acceptance.

General principles

Remuneration requirements

The Group Total Rewards Policy and its local implementation by all entities belonging to the Ayvens Group must respect the following principles:

•Fair and transparent: it is based on the principle of equal pay for equal work or work of equal value, especially between male and female staff. The criteria for determining remuneration levels are clear and transparent;

•Competitive: remuneration takes into account local market practices (i.e. based on regular external benchmarking) and is set at a level to attract and retain qualified employees;

•Performance Driven: it takes into account individual and collective performance. Remuneration decisions take into account the results of the annual performance appraisal process;

Ayvens Bank N.V. Annual report 2024 17

•Stakeholder alignment: it is aligned with the Group’s corporate strategy and objectives, including the ESG policy and with the interests of its customers, employees and its shareholders;

•Governance: it is subject to a robust governance, including measures to avoid conflicts of interest;

•Regulatory compliance: it respects all applicable remuneration regulations and local legislation and promotes sound and effective risk management, including compliance risk management; and

•Sustainable: remuneration costs are piloted through the budget process; variable remuneration pools are fully flexible, meaning they can be adjusted based on the financial situation of the Ayvens Group and/or local entity.

The following remuneration requirements apply to all staff:

•Fixed and variable remuneration will, in general, be set taking into account market practice in the relevant market, via regular external benchmarking;

•Fixed remuneration for an individual employee will take into account skills, experience and individual performance and will be reviewed regularly, typically on an annual basis;

•Variable remuneration plans for all employees will be objective, measurable and linked to individual, company/entity and Ayvens Group performance, as appropriate. Incentive plans will support both short and long-term objectives of Ayvens, as appropriate;

•Pension schemes are recognised in accordance with the applicable accounting standards. The Company does not award discretionary pension benefits as part of the variable remuneration

•Other benefits for staff are provided in line with market practice; and

•Severance payments do not provide for disproportionate reward, but for an appropriate compensation of the staff member in cases of early termination of the contract.

Specific to the Company’s staff, variable remuneration cannot exceed 20% of fixed remuneration pursuant to limitations stemming from the Company’s qualification as Dutch regulated financial institution and the applicability of the Dutch bonus cap to the Company and the staff working under its responsiblity.

Remuneration of Identified Staff

Annually a review is conducted to ensure the correct jobs are flagged as Identified Staff. This review is done on the basis of the requirements under article 94(2) of CRD as amended by Directive (EU) 2019/878.

In addition to the remuneration requirements applicable to all staff, for Identified Staff the following key elements of the variable remuneration apply:

•Performance indicators used for determining variable remuneration (both the financial and non-financial) have an ‘on target’ and ‘maximum’ score. In case of underperformance the variable remuneration is set at nil;

•The relationship between fixed and variable remuneration will be carefully considered, with a sufficiently high fixed component so as to avoid excessive risk taking in order to achieve the variable remuneration elements;

•Variable remuneration for Identified Staff consists of cash (at most 50%) and non-cash instruments (at least 50%). The non-cash element of variable remuneration consists of Phantom Share Units (PSUs) or Shares. The value of the PSU is linked to the share value of Ayvens;

•A minimum 40% deferral is applied to the total annual variable remuneration (both cash and PSUs), with a progressive deferral percentage depending on the level of variable remuneration. The maximum deferral percentage is capped at 70%. The total variable remuneration will be deferred for a period of four years whereby annual vesting is applied. The four-year vesting period is in accordance with the business cycle, the nature of activities and the associated risks;

•After vesting, an additional holding period of one year applies to all vested PSUs or Shares, after which the PSUs are paid out in cash or the Shares become available for sale;

•For Identified Staff, the Senior Management Variable Remuneration Plan is proposed by the Ayvens Executive Committee and approved by the Board of Directors in line with the Group Total Rewards Policy; and

•Clawback and malus provisions are applicable to all variable remuneration awarded.

Risk adjustment

The variable remuneration of Identified Staff is subject to a possible downward adjustment, which is risk-related. Herewith Ayvens ensures that variable remuneration is fully aligned with the risks undertaken. This is implemented through the ex-ante risk adjustment process and the ex-post risk adjustment process. The ex-ante

Ayvens Bank N.V. Annual report 2024 18

risk adjustment takes place directly after the performance year, and ex-post risk adjustment takes place before the deferred payments are released to the Identified Staff in future years or earlier in case of a triggering event.

The Risk and Compliance Departments independently assess, on an annual basis, the risk management and compliance by each of the Group entities and by Identified Staff. The assessments, thus carried out at macro and individual level, and the quantitative and qualitative indicators used by Risk and Compliance are shared with the management of the Group Companies and of the Identified Staff concerned. In the event of a negative Risk and Compliance assessment, the conclusions will be taken into account for possible downward adjustment of variable remuneration (Ex Ante risk adjustment) and will be shared with the Ayvens Board of Directors in order to be taken into account in their deliberations concerning any potential application of malus or clawback (Ex Post risk adjustment).

Remuneration governance

The remuneration governance within the Ayvens Group (including the Company) is as follows:

Corporate governance

The remuneration report sets out Ayvens’ remuneration policy, as laid down in the Group Total Rewards Policy, which is in accordance with the CRD V remuneration requirements (EU Capital Requirements Directive 2019/878/EU of 20 May 2019, amending Directive 2013/36/EU) and the associated EBA Guidelines on sound remuneration policies.

The following corporate bodies and functions within Ayvens Group are involved in remuneration governance: the Executive Committee, the Board of Directors, the Remuneration Committee, Human Resources, and the control functions Risk Management, Compliance and Audit (jointly referred to as the Control Functions).

The implementation and any potential adaptation of the Group Total Rewards policy for the Identified Staff and Managing Board of the Company will be reviewed by the Managing Board and validated by the Supervisory Board taking into account all relevant Dutch legal requirements and guidelines, including the Banking Code, the Regulation on Sound Remuneration Policies pursuant to the Financial Supervision Act 2014, the Dutch Act on Remuneration Policies for Financial Enterprises (WBFO) and Book 2 of the Dutch Civil Code.

The Managing Board

•Adopting the Group Total Rewards Policy and adapting it where necessary to meet the requirements of the Dutch regulations;

•Determining the criteria on the basis of which the Identified Staff are selected;

•Proposing the Identified Staff group;

•Determining fixed and variable remuneration levels/payments including the application of ex-ante and ex-post risk measures for Identified Staff (excluding those of Managing Board members and Heads of Control Functions); and

•Setting the performance objectives (as applicable) for Identified Staff (excluding those of Managing Board members).

The Supervisory Board

•Consider and approve decisions with regard to the remuneration framework in the Company, which includes provisions on retention-, exit- and welcome packages and the design and operation of the remuneration framework, policies and practices;

•Consider and approve decisions with regard to the remuneration of Identified Staff, including the senior staff responsible for heading the Control Functions risk management, compliance and audit;

•Approving the selection of Identified Staff on an annual basis; and

•Approving the financial and non-financial performance indicators and targets for Identified Staff.

Ayvens Bank N.V. Annual report 2024 19

Control Functions

•Remuneration of control functions should be predominantly Fixed Remuneration; and

•The Variable Remuneration of Control Functions should be determined predominantly based on performance against specific Control Function objectives and not on the financial results of the activities they oversee.

2023 LeasePlan Group Remuneration Framework

Prior to the Reorganisation and until the Group Total Reward Policy became applicable during 2024, the Company applied the 2023 LeasePlan Group Remuneration Framework. This framework ensured that remuneration policies and practices, including pension provisions, are consistent with sound and effective risk management and aligned with the Company’s business strategy, objectives, values, and long-term interests.

The framework was reviewed and approved annually by (the Remuneration Committee of) the Supervisory Board and applied globally to all former LeasePlan entities and staff, including the Managing Board.

The framework was designed to provide appropriate, restrained, and sustainable remuneration that supports ex-LeasePlan’s long-term strategy and risk appetite while taking into account the international context and public acceptance. It was developed with advice from external experts (Stibbe and WTW).

The remuneration approach aligned with principles such as merit-based pay, attraction and retention of talent, encouragement of collaboration, promotion of an ownership culture, and sound risk management practices. Remuneration was generally set at the median of the relevant market. Fixed remuneration reflects skills, experience, and performance, and was reviewed regularly. Variable remuneration is objective and linked to individual, entity, and group performance, with at least 50% based on non-financial objectives. Variable remuneration is capped at 100% of fixed pay and pension schemes were aligned with accounting standards, and no discretionary pension benefits were provided. Other benefits were in line with market practice. Severance payments were appropriately capped at one time the fixed annual salary for daily policymakers, and clawback and malus provisions applied to all variable remuneration.

Specific provisions applied for Identified Staff, whose roles were assessed annually. For these staff members, variable remuneration awards were reviewed by the Managing Board and approved by the Supervisory Board. Variable remuneration was in principle capped at 50% of fixed salary, with potential for higher awards up to 100% based on performance. However, heads of Risk Management, Compliance, and Audit had their variable pay capped at 50%.

To ensure full alignment with risks undertaken, LeasePlan applied both ex-ante and ex-post risk adjustment processes to variable remuneration, ensuring that performance outcomes reflect actual risk exposures and were consistent with sound risk management principles.

More remuneration information can be found in:

•Note 4 of the consolidated Financial Statements as included in the Annual Report: Staff expenses

•Note 25 of the consolidated Financial Statements as included in the Annual Report: Trade and other payables and deferred income

•Note 35 of the consolidated Financial Statements as included in the Annual Report: Related parties which includes Managing Board and Supervisory Board remuneration

Governance

We believe that a robust infrastructure supported by the right culture, values and behaviours, both at the top and throughout the entire organisation, is an imperative. A well-defined and well-structured corporate governance structure ensures good long-term relationships within the organisation, with internal and external stakeholders and with society at large.

Ayvens Bank N.V. Annual report 2024 20

Supervision

In addition to an effective and proportionate corporate governance infrastructure, the Company is subject to supervision by competent supervisory authorities with whom it is constantly engaged in discussions and assessments. In the Netherlands, the Company is supervised by, among others, the Dutch Authority for the Financial Markets (AFM). In addition, due to its qualification as significant supervised entity as part of the significant supervised group headed by Société Générale, the Company is also supervised by the ECB.

Applicable laws and codes

Historically, Ayvens Bank applied the provisions of the full large company regime (volledig structuurregime) since 21 March 2016. However, as a result of the Reorganisation the Company no longer meets all consecutive requirements and has applied for an exemption with the Dutch Ministry of Justice and Security. Following granting of the exemption, and in view of simplification of governance, the Company has terminated application of the large company regime since 30 April 2024.

Ayvens Bank is subject to certain EU legislation including, among others, the Capital Requirements Directive (CRD) and the Capital Requirements Regulation (CRR), which has an impact on the regulation of our businesses in the European Union, and the regulations and supervision by local supervisory authorities of the various countries in which we do business.

Moreover, as the Company holds a banking licence it is obliged to comply with banking regulations such as the CRD, the CRR and the Banking Code. This covers areas such as governance, remuneration, audit and risk management. On an annual basis, we are obliged to disclose information on how the Company has complied with the Banking Code in practice. For completion it is noted that Avens Bank falls under the Dutch Deposit Guarantee Scheme. Customers can rely on the Dutch Deposit Guarantee up to the maximum amount set by the Dutch Central Bank.

Governance structure

Ayvens Bank is governed by a two-tier board comprising a Supervisory Board and a Managing Board. The Supervisory Board and the Managing Board perform their duties and powers as laid down in the relevant laws, rules, regulations and the Company’s Articles of Association.

Supervisory Board

The Supervisory Board is responsible for supervising the Managing Board, the Executive Committee (until its dissolution as a result of the simplification of the Company’s governance on 30 April 2024) and the general course of affairs of Ayvens Bank and its business.

In 2024, the Supervisory Board was composed of Tim Albertsen (Chair), Odile de Saivre (Vice-Chair, resigned with effect as of 31 May 2024), Hélène Crinquant (Vice-Chair with effect as of 24 July 2024), Steven van Schilfgaarde (resigned as of 31 May 2024), Herta von Stiegel (resigned with effect as of 30 September 2024), Paul Scholten (independent member), and Bernadette Langius (as of 1 October 2024, independent member).

The Company believes that the Supervisory Board has sufficient diversity in the background, knowledge and expertise of the individual members to warrant proper supervision of the overall management of Ayvens Bank and its business.

Managing Board and Executive Committee

The Managing Board is entrusted with the overall management of the company and its business. The Managing Board’s responsibility is, inter alia, setting the overall strategy to ensure the company creates value over the short, medium and long term, and that this is supported by the overall business approach and policies of Ayvens Bank.

Until its dissolution, the Executive Committee was responsible for the operational management of the Company and its business. With effect as of 30 April 2024, the Executive Committee of the Company has been dissolved in view of simplification of governance and taking into account the proposed set-up as explicitly described in the DNO.

Ayvens Bank N.V. Annual report 2024 21

The Managing Board is well-aware of the need to ensure its actions are consistent with Ayvens Bank’s culture, ethics and values, and of the positive effects this has for the rest of the organisation. Moreover, the Managing Board is responsible for maintaining proper accounting records, for safeguarding assets and for taking reasonable steps to prevent and detect fraud and other irregularities.

The Managing Board is responsible for adhering to suitable accounting policies and applying them on a consistent basis and making judgements and estimates that are prudent and responsible. It is also responsible for establishing and maintaining internal procedures to ensure it is informed of all major information, to ensure the timeliness, completeness and accuracy of external financial reporting. This means the Managing Board is responsible for the system of internal control that is designed to safeguard controlled and sound business operations and ensure the quality of internal and external reporting, and compliance with applicable laws, regulations and codes of conduct.

In devising internal controls, Ayvens Bank has taken into account the nature and extent of the risks that may affect the soundness of the entire enterprise, the likelihood of risks occurring and the cost of control.

Until 31 July 2024, the Managing Board consisted of the following members:

•Chief Executive Officer: Laurent Saucié

•Deputy Chief Executive Officer: Berno Kleinherenbrink

•Chief Financial Officer: Marc Dierckx

•Chief Risk Officer: Fred Weenig

Starting 1 August 2024 (and as at 31 December 2024), the Managing Board consisted of the following members:

•Chief Executive Officer: Laurent Saucié

•Deputy Chief Executive Officer: Liza Hoesbergen

•Chief Financial and Risk Officer: Christophe Cirier

The Managing Board consists of statutory board members, are employed by the Ayvens Group and allocated for part of their time to Ayvens Bank. For the remainder of their time they take up senior leadership positions within the Ayvens Group.

The Company operates a lifelong learning programme for the members of the Managing Board and Supervisory Board. The various training sessions are conducted by both internal and external experts, depending on the specific training concerned. In this respect, the Company also leverages on the extensive expertise and trainings that is/are available within the SG group.

Diversity

The Company is committed to attracting and retaining the finest talent as this ensures top business performance and delivers a competitive advantage. We recruit from a wide range of backgrounds, including cultural, national, racial, social and professional backgrounds as this allows us to meet the needs of our customers, while providing us with valuable knowledge for understanding complex markets.

At 31 December 2024, 50% of the Supervisory Board and 33% of the Managing Board was female. The Company will continue to strive for an equal division of gender, among others, by considering and taking into account this aim when appointing or nominating individuals for appointment to the Managing Board and Supervisory Board respectively.

Ayvens Bank N.V. Annual report 2024 22

Statement of the Managing Board

The members of the Management Board, as required by section 5:25c, paragraph 2, under c of the Dutch Act on Financial Supervision, confirm that to the best of their knowledge:

•The 2024 financial statements included in this Annual Report give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole.

•The management report included in this Annual Report gives a true and fair view of the position of the Company and the undertakings included in the consolidation taken as a whole as of December 31, 2024, and of the development and performance of the business for the financial year then ended.

•The management report includes a description of the principal risks and uncertainties that the Company faces.

Amsterdam, the Netherlands

30 May 2025

Laurent Saucié, CEO

Liza Hoesbergen, Deputy CEO

Christophe Cirier, CFRO

Ayvens Bank N.V. Annual report 2024 23

Consolidated financial statements

Consolidated statement of profit or loss

For the year ended 31 December

In thousands of euros	Note	2024	Restated 2023 1
Interest Income		1,104,566	191,716
Interest expense		(881,914)	(619,629)
Net interest income	2	222,652	(427,913)
Unrealised gains (losses) on financial instruments		(53,109)	(276,986)
Other revenue		15,762	(17,862)
Net lease related income	2	63,094	95,556
Revenue		248,399	(627,205)
Staff expenses	4	(10,334)	(13,793)
Other operating expenses	5	(22,508)	(16,230)
Other depreciation and amortisation	6	(3,226)	(3,600)
Total operating expenses		(36,068)	(33,624)
Share of profit of investments accounted for using the equity method		13,070	3,601
Other income	7	(1,869)	13,352
Profit before tax		223,530	(643,876)
Income tax expenses	8	(39,250)	63,876
Net result from continuing operations		184,280	(580,000)
Net result from discontinued operations	9	826,038	1,022,585
Net result for the period		1,010,318	442,585
Attributable to:
Equity holders of parent		941,005	375,762
Holders of AT1 capital securities		69,313	66,673
Non-controlling interest		-	149

1 Restated see note 3.1 Basis of preparation paragraph Change in presentation

Ayvens Bank N.V. Annual report 2024 24

Consolidated statement of comprehensive income

For the year ended 31 December

In thousands of euro's
	Note	2024	Restated 2023 1
Net result		1,010,318	442,585
Other comprehensive income
Items that will not be reclassified to profit or loss
Remeasurement of post-employment benefit reserve, before tax	30	-	(4,724)
Income tax on post-employment benefit reserve	8	-	1,128
Subtotal changes post-employment benefit reserve, net of income tax		-	(3,596)
Items that may be subsequently reclassified to profit or loss
Other comprehensive income		13	37
Exchange rate differences	30	30,169	(164,404)
Other comprehensive income, net of income tax		30,182	(167,963)
Total comprehensive income for the year		1,040,500	274,622
Comprehensive income attributable to:
Owners of the parent		971,174	207,762
Holders of AT1 capital securities		69,313	66,673
Non-controlling interest		13	186

1 Restated see note 3.1 Basis of preparation

Comprehensive income attributable to owners of the parent arises from:
Continuing operations	176,090	(751,401)
Discontinued operations	795,084	959,163

Ayvens Bank N.V. Annual report 2024 25

Consolidated statement of financial position

As at 31 December

In thousands of euros	Note	2024	2023
Assets
Cash and balances at central banks	10	4,335,640	3,535,583
Investments in equity and debt securities	11	-	119,756
Receivables from financial institutions	12	183,718	1,060,284
Derivative financial instruments	13	39,006	313,252
Other receivables and prepayments	14	724,876	1,547,878
Inventories	15	1,322	337,831
Lease receivables from clients	17	13,944	2,298,080
Property and equipment under operating lease, rental fleet and vehicles available for lease	18	232,168	23,216,219
Other property and equipment	19	6,760	210,802
Loans to investments accounted for using the equity method and related parties	16	17,842,946	39,500
Investments accounted for using the equity method	21	77,909	18,204
Intangible assets	20	2,270	313,409
Corporate income tax receivable		-	35,370
Deferred tax asset	22	49,130	170,840
Assets classified as held-for-sale	23	-	30,675
Total assets		23,509,689	33,247,683

Ayvens Bank N.V. Annual report 2024 26

Consolidated statement of financial position - continued

As at 31 December

	Note	2024	2023
Liabilities
Trade and other payables and Deferred income	25	298,725	2,791,134
Borrowings from financial institutions	26	157,374	2,980,623
Derivative financial instruments	13	201,881	510,785
Funds entrusted	24	13,673,284	11,752,919
Debt securities issued	27	3,714,674	7,261,653
Provisions	28	2,112	734,566
Corporate income tax payable		45,100	51,497
Loans from related parties	35	77,294	1,617,613
Lease liabilities	19	7,356	148,009
Subordinated loans	35	750,000	750,000
Deferred tax liabilities	22	11,158	503,004
Liabilities classified as held-for-sale		-	8,891
Total liabilities		18,938,958	29,110,694
Equity
Share capital	29	71,586	71,586
Share premium	29	506,398	506,398
Other reserves	30	(20,695)	(50,864)
Retained earnings	31	3,483,550	2,579,819
Equity of owners of the parent		4,040,838	3,106,939
AT1 capital securities	32	-	497,919
AT1 capital - securities - parent	32	529,893	529,812
Non-controlling interest	33	-	2,320
Total equity		4,570,731	4,136,988
Total equity and liabilities		23,509,689	33,247,683

Ayvens Bank N.V. Annual report 2024 27

Consolidated statement of changes in equity

In thousands of euros	Share capital	Share premium	Other reserves	Retained earnings	Equity of owners of the parent	AT1 capital securities	AT1 capital - securities - parent	Non-controlling interest	Total equity
Balance as at 31 December 2022	71,586	506,398	(63,622)	4,555,912	5,070,273	497,937	-	-	5,568,210
Restatement due to hyperinflation	-	-	180,758	-	180,758	-	-	-	180,758
IFRS 17 first time application	-	-	-	16,212	16,212	-	-	-	16,212
Balance as at 1 January 2023	71,586	506,398	117,136	4,572,123	5,267,242	497,937	-	-	5,765,180
Net result (reported in 2023)	-	-	-	442,436	442,436	-	-	149	442,585
Transfer - accrued interest on AT1 capital securities	-	-	-	(66,673)	(66,673)	36,862	29,812	-	-
Other comprehensive income	-	-	(168,000)	-	(168,000)	-	-	37	(167,963)
Total comprehensive income	-	-	(168,000)	375,762	207,762	36,862	29,812	186	274,622
Final dividend	-	-	-	(2,371,558)	(2,371,558)	-	-	-	(2,371,558)
Change in scope Acquired entity	-	-	-	3,491	3,491	-	-	-	3,491
Proceeds AT1 capital securities	-	-	-	-	-	-	500,000	-	500,000
Acquired through business combination	-	-	-	-	-	-	-	2,133	2,133
Interest coupon paid on AT1	-	-	-	-	-	(36,880)	-	-	(36,880)
Balance as at 31 December 2023	71,586	506,398	(50,864)	2,579,819	3,106,939	497,919	529,812	2,320	4,136,988

Carrying amount as at 1 January 2024	71,586	506,398	(50,864)	2,579,819	3,106,939	497,919	529,812	2,320	4,136,988
Net result	-	-	-	1,010,318	1,010,318	-	-	-	1,010,318
Transfer - accrued interest on AT1 capital securities	-	-	-	(69,313)	(69,313)	20,521	48,792	-	-
Other comprehensive income	-	-	30,169	-	30,169	-	-	13	30,182
Total comprehensive income	-	-	30,169	941,005	971,174	20,521	48,792	13	1,040,500
Other movements	-	-	-	(37,275)	(37,275)	-	-	-	(37,275)
Repayment of AT1 capital	-	-	-	-	-	(500,000)	-	-	(500,000)
Interest coupon paid on AT1	-	-	-	-	-	(18,440)	(48,710)	-	(67,150)
Sale of non controlling interest	-	-	-	-	-	-	-	(2,333)	(2,333)
Balance as at 31 December 2024	71,586	506,398	(20,695)	3,483,550	4,040,838	-	529,893	-	4,570,731

Ayvens Bank N.V. Annual report 2024 28

Consolidated statement of cash flows

for the year ended 31 December

In thousands of euros	Note	2024	2023
Operating activities
Net result		1,010,318	442,585
Adjustments
Interest income and expense	2	79,056	532,902
Other financial (gain)		-	(896)
Impairment charges on receivables	3	15,211	25,313
Gain on monetary positions on hyperinflation		(61,972)	(93,084)
Valuation allowance on inventory		(816)	1,199
Depreciation operating lease portfolio and rental fleet	18	1,518,083	3,604,315
Insurance expense		79,153	500,266
Depreciation other property plant and equipment	6	16,206	56,196
Amortisation and impairment on intangibles	6	17,590	305,522
Share of profit in equity accounted investments	21	(15,489)	(6,671)
Gain on sale of subsidiaries / associates	9	(557,880)	(31,797)
Financial instruments at fair value through profit and loss	13	40,377	254,510
Income tax expense	8	150,292	214,194
Changes in
Provisions		(90,203)	(441,869)
Derivative financial instruments		16,173	93,191
Trade and other payables and other receivables		(2,545,380)	(927,547)
Inventories	15	(22,637)	260,502
Amounts received for disposal of objects under operating lease	18	1,188,869	2,950,953
Amounts paid for acquisition of objects under operating lease	18	(2,629,254)	(9,878,494)
Acquired new finance leases		(79,603)	(662,966)
Repayment finance leases		202,440	550,577
Income taxes received		1,577	64,778
Income taxes paid		(124,837)	(247,590)
Interest received		1,306,075	225,673
Interest paid		(1,155,005)	(691,842)
Net cash inflow/(outflow) from operating activities		(1,641,658)	(2,900,084)

Ayvens Bank N.V. Annual report 2024 29

Consolidated statement of cash flows - continued

for the year ended 31 December

In thousands of euros	Note	2024	2023
Investing activities
Net investment in equity and debt securities		25,673	2,011
Acquisition of subsidiary, net of cash acquired		-	(2,537)
Loans provided to investments accounted for using the equity method	16	(1,366,715)	-
Redemption on loans to investments accounted for using the equity method	16	39,500	71,000
Dividend received from associates and jointly controlled entities	21	3,427	10,663
Proceeds from disposal of subsidiaries, net of cash disposed of EUR 688 million (EUR 269 million in 2023)	9	4,310,680	277,872
Proceeds from sale of other property and equipment	19	8,685	24,624
Acquisition of other property and equipment	19	(11,142)	(36,770)
Acquisition of intangibles assets	20	(24,014)	(153,032)
Divestments of intangible assets	20	760	-
Net cash outflow from investing activities		2,986,854	193,830
Financing activities
Receipt from receivables from financial institutions		1,040,182	863,709
Balances deposited to financial institutions		(904,377)	(956,482)
Receipt of borrowings from financial institutions	26	731,725	2,516,220
Repayment of borrowings from financial institutions	26	(1,848,714)	(2,566,567)
Receipt of funds entrusted	24	6,225,521	5,385,545
Repayment of funds entrusted	24	(4,202,499)	(4,484,904)
Receipt of debt securities	27	49,186	1,216,099
Repayment of debt securities	27	(1,615,419)	(3,128,728)
Receipt of loans from parent company		-	1,550,000
Receipt of subordinated loans		-	750,000
Payment of lease liabilities		(12,023)	(39,585)
Dividends paid to Company's shareholders		-	(2,347,708)
Receipt AT1 Capital securities		-	500,000
Interest paid and repayment of AT1 capital securities	32	(567,150)	(36,880)
Net cash inflow from financing activities		(1,103,568)	(779,282)
Net movement in cash and balances with banks		241,628	(3,485,535)
Cash and cash equivalents as at 1 January		4,100,336	7,591,454
Net movement in cash and cash equivalents		241,628	(3,485,535)
Exchange gains/(losses) on cash and cash equivalents		(662)	(5,582)
Cash and cash equivalents as at 31 December	10	4,341,302	4,100,336

Ayvens Bank N.V. Annual report 2024 30

General notes

Ayvens Bank N.V. (the “Company” or Ayvens Bank) (formerly known as LeasePlan Corporation N.V. (“LPC”)) is domiciled in Amsterdam, the Netherlands and is registered at the Commercial Register of Amsterdam under number 39037076, where its statutory seat is located. The address of its registered office is Gustav Mahlerlaan 356, 1082 ME Amsterdam. The Company is part of Ayvens S.A. (refered to as “Ayvens” for company only and as “Ayvens Group” for the complete group) and the SG banking group. The consolidated financial statements of the Company as at and for the year ended 31 December 2024 comprise the Company and its subsidiaries and the Companies’ interest in investments accounted for using the equity method (the “Group”).

The Company attracts retail deposits in the Netherlands and Germany, and these deposits are an important source of funding for the leasing activities of Ayvens. The deposits are expected to cover 25-30% of the total funding. Ayvens Bank provides a dynamically managed loan to the Ayvens Treasury Center in Luxembourg (AXUS). Dynamically managed refers to the fact that the loan is adjusted on a day-to-day basis to continuously adapt to the funding profile of the deposits raised.

All products offered by Ayvens Bank are insured under the Dutch deposit guarantee scheme until EUR 100 thousand. In geographical terms, Ayvens Bank is active within the Netherlands since 2010 and expanded its activities into Germany in 2015.

In addition to the retail deposits, a limited number of senior unsecured bonds (both public and private placements) in run-off are on the liability side of the balance sheet of Ayvens Bank. It is expected that the last of these bonds will reach maturity date on 6 May 2030. Ayvens Bank will not issue new bonds on the financial markets as Ayvens will be the sole bond issuer for the Group.

The Company holds a banking licence in the Netherlands since 1993 and it operates under the supervision of the European Central Bank (“ECB”) and Dutch Central bank (“DNB”).

In 2024 all subsidiaries have been transferred to Ayvens except for LeasePlan Arrendamento Mercantil SA (which is pending approval of the Central Bank of Brasil). In addition, there are two entities LeasePlan Brazil Ltda. and LeasePlan Mexico, S.A. de C.V. of which control has been transferred to Ayvens but will continue to be included in the accounts as investments accounted for using the equity method. The leasing operations are therefore limited going forward and are expected to be fully sold in 2025.

LP Group B.V. holds 100% of the Company’s shares. On 22 May 2023 ALD S.A. (former name of Ayvens) acquired 100% of the shares in LP Group B.V. Ayvens is a subsidiary of Société Générale (52.59%).

These financial statements cover the year 2024, which ended at the balance sheet date of 31 December 2024.

Ayvens Bank N.V. Annual report 2024 31

The financial statements of the Company have been prepared on the basis of the going concern assumption.

Ayvens Bank is supervised by the European Central Bank, and has profitable operations, with EUR 1,010 million in net results in 2024 and gross profit of EUR 205 million. The net profit was materially impacted by the disposal of most of the entities that used to be part of LPC. After this disposal the core activity of the Company relates to collecting retail deposits in the Dutch and German savings market. These funds are directly transferred to the Treasury Center of Ayvens. The activities of the retail savings bank are a key pillar of the Ayvens funding strategy.

The Company has no liquidity concerns, with a cash and cash equivalents balance of EUR 4.3 billion at 31 December 2024, which is more or less equal to 2023.

There are no significant doubts about its ability to continue as a going concern. Therefore, the Management Board didn’t identify any risk or potential situation of a temporary shut-down or curtailment of the Company’s activities or possible restrictions on activities that might be imposed by governments or regulators in the future.

All cash and balances at (central) banks are available at call except for the mandatory reserve deposits at the Dutch Central Bank in the amount of EUR 122 million (2023: EUR 107 million). A monetary policy instrument of the ECB is the minimum reserve requirement, whereby credit institutions in the euro area are obliged to maintain a specified average amount of cash reserves – the so-called minimum reserves – with their respective national banks for successive periods of four to five weeks. The cash reserve requirements serve to create a liquidity shortage in the euro area, so that banks depend on the ECB’s liquidity-providing mechanism for their liquidity needs.

The Group reports its capital metrics and risk exposures in accordance with Capital Requirements Regulation (Regulation No 575/2013) and compares the Group’s eligible regulatory capital with its risk-weighted assets for credit risk, operational risk and market risk. Furthermore, banking institutions are required to assess the adequacy of available capital in view of the risks to which they are exposed. The periodic process in achieving this objective is referred to as ICAAP.

Based on the latest ICAAP, the Group concludes that it is sufficiently capitalised and resilient to future plausible stress situations. This conclusion is based on the Group’s capital assessment methodologies.

As of the moment of closing the acquisition of LP Group B.V. by ALD S.A. (former name of Ayvens) on 22 May 2023, the Managing Board and Supervisory Board of the Company have closely worked together to prepare the Declaration of No-Objection (“DNO”) from the ECB to allow for a reorganisation as a result of which the Company transfers all its subsidiaries and treasury activities to Ayvens and subsequently will focus on its (retail) banking activities only (the “Reorganisation”).

Ayvens Bank N.V. Annual report 2024 32

The Reorganisation has not changed the way Ayvens Bank attracts deposits from retail depositors in the Netherland and Germany. The deposits will continue to have a similar profile as currently reflected on the Company’s balance sheet and will consist of both flexible and fixed-term deposits, with fixed terms ranging from three (3) months to five (5) years. The deposits also remain eligible for the Dutch deposit guarantee scheme.

The Company on a daily basis on-lends the deposits received to the Ayvens Treasury Center (the "Loan"). The Ayvens Treasury Center will then utilise these deposits to fund the leasing activities of the Ayvens Group through the local operational subsidiaries. The funding mechanics provide for the transfer of 100% of the deposits i.e., the aggregate amount of the Loan will equal 100% of the aggregate amount of the outstanding deposits including any accrued interests, calculated daily.

With this set-up the Company transfers most liquidity risk and all interest rate risk with respect to the retail deposits to the Ayvens Treasury Center. The Company will only be exposed to the residual liquidity risk stemming from the settlement of volume changes in the retail deposits with the Loan to the Ayvens Treasury Center with a delay of one day (refer to ‘Financial Risks’ below for more information about the transfer of risks).

Also in the new set up, the Company will continue to allocate adequate resources in the areas of Risk & Compliance, Legal and Audit functions. Moreover, it will be able to draw from a flexible pool of experts from across the Ayvens Group, if required.In addition, and as a new member to the SG group, the Company is able to tap into the extensive expertise and resources with SG.

With the sale of the entities, the leasing operations are almost fully discontinued. There is one remaining subsidiary in Brazil and there are two investments accounted for using the equity method, one in Brazil and one in Mexico, over which the control has been transferred to Ayvens during 2024. For further information on the sale of the entities refer to note 9 discontinued operations. In general the banking operations remain as the continuing business of the Company.

The results of the entities that were sold during the period has been presented as discontinued operations in compliance with IFRS 5.30-31. As a result, the Company's statement of profit or loss for the year predominantly reflects the results of discontinued operations, including:

•Revenue, expenses, and profit from discontinued operations presented separately from continuing operations.

•A single amount for the total profit or loss after tax from discontinued operations.

•The gain or loss on the sale of the subsidiaries included in discontinued operations.

Given that the Company no longer controls these entities post-sale, the financial impact of their operations is no longer recognised in the statement of financial position beyond the disposal date.

•Upon completion of the sale, the carrying amount of these assets and liabilities was derecognised from the Company's financial position.

•The cash or other consideration received from the sale is recognised under IFRS 9 – Financial Instruments, affecting cash flow presentation and financial assets classification.

Ayvens Bank N.V. Annual report 2024 33

The significant reduction in continuing operations has led to various changes in the disclosure requirements:

•Many notes related to subsidiaries and its leasing operations (e.g., segment reporting, rental fleet, lease receivables from customers) are either significantly reduced or no longer applicable.

•Comparative figures remain presented, but explanation is limited to where it is necessary to understand the final balance at the reporting date, in line with IAS 1 – Presentation of Financial Statements.

•Disclosures required by IFRS 5.33-36 for discontinued operations, including the major classes of assets and liabilities classified as held for sale and the impact on cashflows, are maintained.

•Where comparative figures include line items that are no longer present in the current year, accounting policies for such items are disclosed but with an indication that they are not applicable for the current reporting period. This aligns with IAS 1.117, which requires disclosure of significant accounting policies, including where past policies remain relevant for comparative purposes but not for the current year.

Following the sale of the subsidiaries the primary activities are now retail banking activities. The Group opted to present its statement of profit or loss in accordance with a bank model for the statement of profit or loss. Refer to change in presentation in the following section.

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) and their interpretations as endorsed by the European Union and Part 9 of Book 2 of the Dutch Civil Code. The consolidated financial statements for the year ended 31 December 2024 were authorised for issue by the Managing Board on 30 May 2025.

Items included in the financial statements of each of the Group companies are measured using the currency of the primary economic environment in which the company operates (the functional currency). The consolidated financial statements are presented in euro, which is the company’s functional and presentation currency. Financial information presented in euro has been rounded to the nearest thousand, unless otherwise indicated. Due to rounding, numbers presented throughout these financial statements may not add up precisely to the totals provided.

On March 16, 2022, the International Practices Task Force of the Center for Audit Quality, a standard reference for identifying countries with hyperinflation, published a working paper including Turkey in the list of hyperinflationary economies. Consequently, from January 1, 2022 onwards, the Group has been applying the provisions of the IAS 29 standard (“Financial Reporting in Hyperinflationary Economies”) to the Group’s Turkish subsidiary. The financial statements include restatements for changes in the general purchasing power of the Turkish lira to the measuring unit current at the reporting date.

Until the sale of LeasePlan Turkey on August 6, 2024, adjustments were made to the non-monetary assets and liabilities (with biggest impacts in Rental fleet, and the Group Consolidated Reserves pertaining to the subsidiary in Turkey). The carrying amounts of Rental fleet are adjusted to reflect the change in the consumer price index (CPI) during 2024. The Turkish consumer price index has been used to calculate the adjustments relating to the inflation.

Ayvens Bank N.V. Annual report 2024 34

LeasePlan Turkey has applied the consumer price index (CPI), as published by the Turkish Statistical Institute (TURKSTAT), as the measuring unit current. The development of the CPI in the previous reporting periods is as follows:

	2020-12	2021-12	2022-12	2023-12
Conversion coefficient	504.8	687.0	1128.5	1859.5
CPI (12 month)	15%	36%	64%	65%

The financial statements of the Turkish subsidiary are based on historical cost. Non-monetary assets and liabilities of the Turkish subsidiary are restated for the change in CPI from the date of acquisition or initial recognition of the balance sheet item to the end of the reporting period.

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The material estimates, assumptions and underlying data that management makes relate to the assessment of the income tax position and other provisions. Information on the above-mentioned areas of estimation and judgement is provided in Note 4 section T - Critical accounting estimates, assumptions and judgements.

The estimates and underlying assumptions are reviewed each financial reporting period. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period of the revision, or in any future periods affected if the revision affects both current and future periods.

Disclosure of significant judgements and major sources of estimation uncertainty and related sensitivities is included in the specific notes to the statement of financial position.

As stated before, with the sale of entities, the leasing operations are discontinued and the banking operations remain as the continuing business of the Group. Following this significant change in the nature of the Group’s operations, the Group assessed that it is more appropriate to present its statement of profit or loss in accordance with a bank model for the statement of profit or loss. This change provides more relevant and reliable information given the nature of the Group’s activities. As a result of this change, the comparative figures for the year ended 31 December 2023 were restated accordingly. See the following table reconciling from the previous presentation to the current presentation of the statement of profit or loss.

Ayvens Bank N.V. Annual report 2024 35

Prior year reported Statement of profit or loss		Mapping		Restated prior year Statement of profit or loss
In thousands of euros	2023*			In thousands of euros	2023*
Operating lease income	153,472	e	a	Interest Income	191,716
Finance lease and Other interest income	191,716	a	b	Interest expense	(619,629)
Additional services income	37,652	d		Net interest income	(427,913)
Vehicle sales and End of contract fees	84,269	e
Revenues	467,108		c	Unrealised gains (losses) on financial instruments	(276,986)
Depreciation cars	84,471	e	d**	Other revenue	(17,862)
Finance cost	619,629	b
Unrealised (gains)/losses on financial instruments	276,986	c	e,d**	Net lease related income	95,556
Impairment charges on loans and receivables	606	e
Lease cost	981,692			Revenue	(627,205)
Additional services cost	46,408	d
Vehicle and Disposal cost	66,212	e	f	Staff expenses	(13,793)
Direct cost of revenues	1,094,313		g	Other operating expenses	(16,230)
Lease services	(636,504)		h	Other depreciation and amortisation	(3,600)
Additional services	(8,757)			Total operating expenses	(33,624)
Profit/Loss on disposal of vehicles and End of contract fees	18,056		i	Share of profit of investments accounted for using the equity method	3,601
Gross profit	(627,205)		j	Other income	13,352
Staff expenses	(13,793)	f		Profit before tax	(643,876)
Other operating expenses	(16,230)	g		Income tax expenses	63,876
Other depreciation and amortisation	(3,600)	h		Net result from continuing operations	(580,000)
Total operating expenses	(33,624)			Net result from discontinued operations	1,022,585
Share of profit of investments accounted for using the equity method	3,601	i		Net result for the period	442,585

Other income

13,352

Profit before tax

(643,876)

Income tax expenses

63,876

Net result from continuing operations

(580,000)

Net result from discontinued operations

1,022,585

Net result for the period

442,585

*2023 has been restated due to discontinued operations. See note 9 Discontinued operations

** Additional service income and costs (d) are included for EUR 17.8 million in "Other revenue" related to the banking activities

Ayvens Bank N.V. Annual report 2024 36

Except as described below, the accounting policies adopted are consistent with those of the previous financial year.

1 J

The Group has adopted the following new standards, amendments and interpretations to published standards for the first time for the financial year starting on January 1, 2024:

Accounting standards, amendments or interpretations

Adoption dates by the European Union

Classification of Liabilities as Current or Non-current - Amendments to IAS 1

January 01, 2024

Lease Liability in a Sale and Leaseback - Amendments to IFRS 16

January 01, 2024

Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7

January 01, 2024

The amendments listed above did not have any impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods.

The International Accounting Standards Board (IASB) publishes accounting standards, amendments and interpretations, some of which have not been adopted by the European Union as at December 31, 2024. They are required to be applied from annual periods beginning on 1 January 2025 at the earliest or on the date of their adoption by the European Union. They were therefore not applied by the Group as at December 31, 2024. These amendments are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.

IFRS 18, “Presentation and disclosure in financial statements”

In April 2024, the IASB issued a new Standard, IFRS 18, Presentation and Disclosure in Financial statements, which replaces IAS 1, Presentation of Financial Statements. The new Standard carries forward many requirements from IAS 1 unchanged. IFRS 18 is the culmination of the IASB’s Primary Financial Statements project and introduces three sets of new requirements to improve companies’ reporting of financial performance and give investors a better basis for analysing and comparing companies:

•Improved comparability in the statement of profit or loss (income statement)

•Enhanced transparency of management-defined performance measures

•More useful grouping of information in the financial statements

IFRS 18 is effective for annual reporting periods beginning on or after 1 January 2027, with earlier application permitted. The Group is currently assessing the impact on its consolidated financial statements.

Amendments to IAS 21, “Lack of exchangeability”

In August 2023, the IASB issued amendments to IAS 21. The amendments specify when a currency is exchangeable into another currency and when it is not, and how an entity determines the exchange rate to apply when a currency is not exchangeable. The amendments also require additional information to be disclosed when a currency is not exchangeable. The amendments are effective for annual periods beginning on or after 1 January 2025. The Group does not anticipate that the application of these amendments will have a significant effect on the future consolidated financial statements.

Amendments to IFRS 9 and IFRS 7, “Classification and measurement of financial instruments”

Ayvens Bank N.V. Annual report 2024 37

The IASB has issued 'Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)'. The amendments to IFRS 9 include guidance on the classification of financial assets, including those with contingent features which can be ESG-linked features or other types of contingent features. As a result of amendments to IFRS 7 companies will be required to provide additional disclosures on financial assets and financial liabilities that have certain contingent features. The amendments are effective for reporting periods beginning on or after 1 January 2026. These amendments are not expected to have an impact on the Group’s consolidated financial statements since there are currently no financial assets with ESG-linked features or other contingent features. As this might change in the future the Group will monitor new financial assets for such features.

Amendments, “Annual improvements volume 11”

The IASB has issued Annual Improvements Volume 11'. Annual improvements provide a mechanism for the IASB to efficiently issue a collection of minor amendments to the Accounting Standards. In accordance with the IASB’s due process as described in the IFRS Foundation Due Process Handbook, annual improvements are limited to changes that either clarify the wording in an Accounting Standard or correct relatively minor unintended consequences, oversights or conflicts between the requirements in the Accounting Standards. The amendments are effective for reporting periods beginning on or after 1 January 2026. Given the nature of the changes, the Group does not expect these changes to have a material impact on its future consolidated statements.

4Summary of material accounting policies

The accounting policies set out below have been applied consistently by the Group to all periods presented in these consolidated financial statements, unless otherwise stated.

Note A - Basis of consolidation

The consolidated financial statements incorporate the financial statements of the company and its subsidiaries.

Subsidiaries are all companies (including special purpose companies) over which the Group has control. The Group controls a company when the Group is exposed to, or has rights to, variable returns from its involvement with the company and has the ability to affect those returns through its power over the company. Subsidiaries are fully consolidated from the date on which control commences until the date on which control ceases.

The Group applies the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is measured at the aggregate of the fair values at acquisition date of the assets transferred, the liabilities incurred to the former owners of the entity 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. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the entity acquired either at fair value or at the non-controlling interest’s proportionate share of the entity’s net assets. Acquisition-related costs are expensed as incurred. If the business combination is achieved in stages, the carrying value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date; any gains or losses arising from such remeasurement are recognised in the statement of profit or loss.

Goodwill is initially measured as the excess of (a) over (b) below:

a)the aggregate of the consideration transferred and the fair value of non-controlling interest;

b)the identifiable assets acquired and liabilities assumed.

If this consideration is lower than the fair value of the net assets of the subsidiary acquired in case of a bargain purchase, the difference is recognised in the statement of profit or loss.

Ayvens Bank N.V. Annual report 2024 38

Business acquisitions under common control are accounted for by recording for the existing book values in the controlling company of the acquired company and recording any difference between the consideration paid and the equity acquired directly in retained earnings in equity.

Inter-company transactions, balances, income and expenses on transactions between Group companies are eliminated. Accounting policies of acquired subsidiaries were changed to ensure consistency with the policies adopted by the Group.

When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any non-controlling interests and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost. When significant influence is retained the loss of control is accounted for using the equity method in which the investment is recognised at cost and subsequently adjusted to reflect the entity's share of the associate's profits or losses, other comprehensive income, and changes in equity.

Associates are those companies over which the Group has significant influence but no control, generally accompanying a shareholding between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting and are reported in “Investments accounted for using the equity method”. Under the equity method, the investment is 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.

If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income is reclassified to profit or loss where appropriate.

The Group’s share of post-acquisition profit or loss is recognised in the statement of profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income with a corresponding adjustment to the carrying amount of the investment. When the Group’s share of losses exceeds its interest in an equity accounted associate, including any other unsecured receivables, the Group does not recognise further losses, unless the Group has incurred legal or constructive obligations or made payments on behalf of the associate.

Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associate. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

For the impairment of non-financial assets, reference is made to Note M – Impairment of tangible assets.

Investments in joint arrangements comprise joint operations or joint ventures, depending on the contractual rights and obligations of each investor. Currently the Group has no joint operations. Joint ventures are accounted for using the equity method and are reported in “Investments accounted for using the equity method” similar to accounting for associates.

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 retains control and continues to be exposed to risks and rewards from the securitised leased assets. The Group uses various legal

Ayvens Bank N.V. Annual report 2024 39

entities, which have been incorporated specifically for the Group’s securitisation transactions. These companies are consolidated in the financial statements of the Group based on the substance of the relationship.

NCI are initially measured at their proportionate share of the acquiree's identifiable net assets at the acquisition date. Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

Note B – Fair value measurement

A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and financial and non-financial liabilities.

The Group has an established control framework with respect to the measurement of fair values. This includes a valuation team that has overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values, and reports directly to the CFO.

The valuation team regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the valuation team assesses the evidence obtained from the third parties to support the conclusion that these valuations meet the requirements of the Standards, including the level in the fair value hierarchy in which the valuations should be classified.

Significant valuation issues are reported to the Supervisory Board.

When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.

•Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

•Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

•Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability might be categorised in different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

Further information refer to note 36 Fair value of financial instruments.

Ayvens Bank N.V. Annual report 2024 40

Note C - Foreign currency

Foreign currency transactions are translated into the functional currency using the exchange rate prevailing at the date of the transaction. At the end of the reporting period foreign currency monetary items are translated using the closing rates. Non-monetary items that are measured at historical cost are translated using the exchange rate at the date of the transaction. Non-monetary items that are measured at fair value are translated using the exchange rate at the date when the fair value was measured.

Exchange differences on the settlement or translation of monetary items are recognised in the statement of profit or loss under the caption ‘Net lease related income’ and ‘Net interest income’. The exchange component on a non-monetary item is recognised in other comprehensive income when the gain or loss is also recognised in other comprehensive income. An exchange component on a non-monetary item accounted at fair value is recognised in the statement of profit or loss when the gain or loss is also recognised in the statement of profit or loss, except when deferred in other comprehensive income as qualifying cash flow hedges.

The results and financial position of all foreign operations (excluding the Turkish subsidiary) that have a functional currency different from the presentation currency are translated into euros (the presentation currency of the Group) as follows:

•assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;

•income and expenses for each statement of profit or loss are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and

•all resulting exchange differences are recognised in other comprehensive income.

For the currency translation of the Turkish subsidiary, assets, liabilities, income and expense, adjusted with the Consumer Price Index, are translated at the closing rate at the date of the balance sheet.

Exchange differences arising from the translation of the net investment in foreign operations are taken to other comprehensive income. Such translation differences are recognised in the translation reserve of equity. When a foreign operation is disposed of or sold, in part or in full, the relevant amount of this reserve is reclassified in the statement of profit or loss as part of the gain or loss on disposal or sale.

Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and are translated at the closing rate. Exchange differences arising are recognised in other comprehensive income.

Note D - Financial assets and liabilities

Purchases and sales of financial assets are recognised on settlement date, i.e. the date that a financial asset is received by or delivered to an entity. Loans are recognised when cash is advanced to the borrowers.

A financial liability is recognised when the Group becomes party to a contractual obligation to deliver cash or another financial instrument to another entity.

Ayvens Bank N.V. Annual report 2024 41

A financial asset is derecognised when and only when the contractual rights to receive cash flows expire or when the financial asset, together with all the risks and rewards of ownership, has been transferred.

Financial liabilities are derecognised if the Group’s obligations specified in the contract expire or are discharged or cancelled.

Financial assets and liabilities are offset and the net amount is presented in the balance sheet when the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and liability simultaneously.

Income and expenses are presented on a net basis only when permitted by IFRS.

Financial assets are initially recognised at fair value. Subsequent measurement of financial assets depends on the classification, driven by cash flow characteristics and the business model in which an asset is held. The classification categories are held at fair value through profit or loss (P&L), fair value through other comprehensive income (OCI) or amortised cost and are determined at initial recognition.

A financial asset is measured at amortised cost only if both of the following conditions are met:

•It is held within a business model whose objective is to hold assets to collect contractual cash flows

•The contractual terms of the financial asset represent contractual cash flows that are solely payments of principal and interest.

A financial asset or liability is classified as at fair value through profit or loss if the instrument is acquired principally for the purpose of selling in the short term or based on the contractual cash flow characteristics of the financial asset.

Investments in equity securities are categorised as fair value through profit or loss.

Derivatives are categorised as fair value through profit or loss. Reference is made to Note E – Derivative financial instruments and hedge accounting.

The fair value of a financial asset or liability is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The Group categorises the inputs used in valuation techniques into three levels, which are defined as:

•Level 1 inputs are quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date;

•Level 2 inputs are inputs other than quoted market prices included within Level I. Level 2 inputs include but are not limited to inputs other than quoted prices that are observable for the asset or liability, such as:

ointerest rates and yield curves observable at commonly quoted intervals;

oimplied volatilities;

ocredit spreads.

•Level 3 inputs are unobservable inputs for the asset or liability.

Investments in equity instruments that have a level 1 market observable valuation are valued applying market observable prices. Other equity investments without market observable prices are valued applying a level 3 valuation using financial information received from those entities. Reference is made to Note 36 Fair value of financial instruments.

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Transaction costs that are directly attributable to the acquisition or issue of the financial assets or financial liabilities are included in the initial recognition value of the financial instruments that are not at fair value through profit or loss. In any other case, transaction costs are expensed as incurred.

Gains and losses arising from changes in the fair value of the ‘Financial assets and financial liabilities at fair value through profit or loss’ category are included in the statement of profit or loss in the period in which these gains and losses arise and are included in the caption ‘Other income’ in the statement of profit or loss. Gains and losses comprise of changes in the fair value and include any dividend income from equity instruments when the dividend has been declared.

Financial assets measured at amortised cost

Financial assets are initially measured at fair value and subsequently measured at amortised cost using the effective interest method less any impairment losses. Transaction costs (including qualifying fees and commissions) are part of the amortised cost.

Amortised cost is the amount at which the financial asset or financial liability is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount and, for financial assets, adjusted for any loss allowance.

The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial asset or financial liability to the gross carrying amount of a financial asset or to the amortised cost of a financial liability.

The following financial assets are classified at amortised cost: cash and balances at central banks, receivables from financial institutions, investments in debt securities, loans to investments accounted for using the equity method and other receivables.

Financial liabilities are initially recognised at fair value incurred and are subsequently measured at amortised cost. Any difference between the proceeds (transaction costs) and the redemption value is recognised in the statement of profit or loss over the period of the financial liability using the effective interest method.

The following financial liabilities are measured at amortised cost: borrowings from financial institutions, funds entrusted, debt securities issued, and certain items included in trade and other payables and deferred income (trade payables, interest payable). Transaction costs are included in amortised cost using the effective interest method.

The following debt instruments measured at amortised cost are in scope of the impairment requirements:

•Cash and balances at central banks

•Receivables from financial institutions

•Investments in debt securities

•Loans to investments accounted for using the equity method

•Other receivables

•Lease receivables from clients

Lease receivables from clients, both finance lease receivables and operating lease receivables as included in trade receivables in scope of IFRS 16, are brought in scope of IFRS 9 impairments. Reference is made to Note F – Lease receivables from clients.

An expected credit loss (ECL) is recognised upon initial recognition of a financial asset and subsequently remeasured at each reporting date. ECL is calculated by multiplying the Probability of Default (PD), Loss Given Default (LGD) and Exposure at Default (EAD):

•PD represents the likelihood of a counterparty defaulting on its financial obligations.

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•LGD represents the Group’s expectation of the extent of the loss on a defaulted exposure. LGD varies by type of counterparty and is expressed as a percentage loss per unit of exposure at the time of default.

•EAD is based on the expected exposure amount at the time of a default.

To measure the ECL based on the General Approach, assets migrate through the following three stages based on the change in credit quality since initial recognition:

This stage includes financial assets that have not had a significant increase in credit risk since initial recognition and that are not credit impaired upon origination. For these financial assets, the expected credit losses that result from default events that are expected within 12 months after the reporting date are recognised. Interest revenue is recognised based on the gross carrying amount, that is, without deduction for expected credit losses.

– n

For credit exposures where there has been a significant increase in credit risk since initial recognition of the financial asset but that are not credit impaired, a lifetime expected credit loss is recognised. Interest revenue is recognised based on the gross carrying amount, that is, without deduction for expected credit losses.

At each reporting date, the Group assesses whether there has been a significant increase in credit risk for financial assets since initial recognition. The Group uses both quantitative and qualitative information to determine if there is a significant increase in credit risk based on the characteristics of the financial asset. Quantitative information could be a decrease in credit rating below investment grade. Qualitative information is obtained from the monitoring of existing or forecast adverse changes in business, financial or economic conditions that are expected to cause a significant (negative) change in the debtor’s ability to meet its obligations towards the Group. The Group applies a backstop of 30 days past due as an automatic trigger for significant increase in credit risk.

The Group has exposures to internal counterparties consisting of financial guarantees, loans to subsidiaries and loans to joint venture entities. As the credit risk is highly dependent on the financial performance of the underlying lease portfolios, these credit risk exposures are monitored following qualitative factors in assessing the significant increase in credit risk:

•existing or forecast adverse changes in business, financial or economic conditions that are expected to cause a significant (negative) change in the entity’s ability to meet its debt obligations towards Ayvens Bank; and

•an actual or expected significant (negative) change in the operating results of the entity.

In addition, the Group uses its internal credit rating scale to apply quantitative factors in assessing whether there is a significant increase in credit risk. The Group considers that credit risk has increased if the internal credit rating has significantly deteriorated at the reporting date relative to the original internal rating. If a significant increase in credit risk is identified, this triggers in general a transfer for all instruments in scope held with this counterparty from stage 1 to 2.

–

Financial assets are assessed as credit impaired when one or more events that have a significant impact on the estimated future cash flows of that asset have occurred. Interest revenue is recognised based on the lower amortised cost, including expected credit losses.

The Group applies a forbearance policy based on European banking regulations from the Capital Requirements Directive IV and Capital Requirements Regulation and reported in the credit risk management section.

The Group identifies credit impaired assets under IFRS 9 by applying the definition of default used for credit risk management purposes that is based on the Regulatory framework. The Group defines a default as: a counterparty that is either unable to fulfil its obligations (defined as “ unlikely to pay”) irrespective of the amount

Ayvens Bank N.V. Annual report 2024 44

involved or the number of days outstanding), or when counterparties are past due on any material credit obligation for more than 90 consecutive days.

For credit impaired financial assets, interest is recognised in profit or loss based on the amortised cost (net of impairment allowance) rather than the gross carrying amount (gross of impairment allowances) which is the case for stage 1 and 2 assets.

Lease receivables consist of receivables under finance lease contracts and trade receivables, consisting of amounts invoiced for financial and operating lease receivables. For lease receivables, the Group elected to adopt an accounting policy choice to use the simplified approach, which means recognition of lifetime expected credit losses, irrespective of if a significant increase in credit risk has taken place.

The amount of ECL for lease receivables is measured at the contract level as the probability weighted present value of all cash shortfalls over the expected life of the financial asset discounted at the original implicit interest rate embedded in the lease contract. The cash shortfall is the difference between all contractual cash flows that are due to the Group and all the cash flows that the Group expects to receive.

The Group determines the ECL for lease receivables based on the model used for regulatory capital purposes (see Credit Risk Measurement). This model is adapted to remove prudential conservatism and to include forward-looking macro-economic scenarios and multi-year forecast over the lifetime of the lease contracts.

PD, LGD and EAD forecasts are combined to produce the ECL estimate. As such, ECL is highly dependent on the credit quality of counterparties in the portfolio at the reporting date, the types and characteristics of vehicles in the portfolio, the expected maturities and repayment terms of the contracts, the forecasts of future macro-economic variables in various scenarios, the forecast market developments and residual values for used vehicles in various scenarios, and the probability weight assigned to each forecast scenario. The model is periodically updated and developed based on back-testing of previous forecasts.

Where there are no reasonable expectations of recovering outstanding receivables that are considered credit-impaired, the gross carrying amount is reduced. Such a write-off constitutes a derecognition of the receivable and is in general recognised 12 months after the debtor is considered in default. The collection management and efforts to recover the asset may still be ongoing after the write-off.

Receivables from financial institutions

For receivables from financial institutions, the Group applies the General Approach using the low credit risk assumption. At each reporting date, the Group assesses the appropriateness of this exemption.

Investments in debt securities

The Group applies the General Approach using the low credit risk assumption for its investments in bonds and notes. At each reporting date, the Group assesses the appropriateness of this exemption.

Cash and balances at central banks

For deposits at central banks, the Group has assumed that there is no credit risk as central banks are guaranteed by governments with high credit ratings.

Loans to investments accounted for using the equity method

The Group applies the General Approach to loans to investments accounted for using the equity method.

Loan commitments and financial guarantees

Expected credit losses for loan commitments and financial guarantees are measured under the General Approach.

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Reversal of impairment

An impairment loss is reversed if there has been a change in the estimated expected credit loss and the recoverable amount. An impairment loss is reversed only to the extent of the asset’s carrying amount that would have been determined, net of amortisation, if no impairment loss had been recognised.

The amount of expected credit losses on financial assets is presented in the statement of financial position as a deduction from the gross carrying amount of the assets. Impairment losses recognised in the statement of profit or loss form part of the ‘direct cost of revenues’.

Note E - Derivative financial instruments and hedge accounting

Derivatives are financial instruments, of which the value changes in response to underlying variables. Derivatives require little to no initial investment and are settled at a future date. Derivative financial instruments (derivatives) are initially recognised at fair value on the trade date and are subsequently remeasured at their fair value. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative.

The fair value of currency and interest rate swaps is the estimated amount that the Group would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date.

The Group categorises the inputs used in valuation techniques into three levels, which are defined as:

•Level 1 inputs are quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date;

•Level 2 inputs are inputs other than quoted market prices included within Level 1. Level 2 inputs include but are not limited to inputs other than quoted prices that are observable for the asset or liability, such as:

ointerest rates and yield curves observable at commonly quoted intervals;

oimplied volatilities;

ocredit spreads.

•Level 3 inputs are unobservable inputs for the asset or liability.

For swaps a valuation technique is used maximising the use of relevant observable inputs. The fair values of not-actively-traded instruments are calculated using a generally accepted discounted cash flow method, while considering relevant market observable data such as quoted forward prices and interest rates. As a result of the Group having collateral agreements in place for all of its derivative counterparts, the requirement to reflect other observable market inputs such as CVA, DVA and FVA is eliminated, such that they are not included specifically in the calculations other than the use of an OIS curve for discounting purposes.

As disclosed in the risk paragraph derivatives are used from an economic perspective to mitigate the interest rate and currency exposures associated with the funding of lease contracts. The Group does not hold derivatives for trading purposes, although hedge accounting cannot always be applied.

Changes in the fair value of derivatives that are not designated as a hedging instrument in a cash flow hedge are recognised immediately in the statement of profit or loss in the caption ‘Unrealised gains/losses on financial instruments’. The Group applies cash flow hedge accounting and fair value hedge accounting.

Fair value hedge accounting is applied in such a way that the changes in fair value of the recognised liability (issued note) attributable to the hedged interest rate and currency risk fully offsets the changes in fair value of the receive leg of the derivative transaction (interest rate swap or cross currency interest rate swap). The fair value change from the cash flows on the note and the receive leg of the swap are equal and opposite.

Fair value hedge accounting entails that the hedged item (i.e. the note) that is measured at amortised cost is adjusted for gains/losses attributable to the risk being hedged. This adjustment is booked in the statement of

Ayvens Bank N.V. Annual report 2024 47

profit or loss in the caption ‘Unrealised gains/(losses) on financial instruments’, where it offsets the measurement of the fair value change of the hedging instrument that is also recorded in the statement of profit or loss.

As the hedging period always matches the period of life-time of the note, the basis adjustments are fully reversed at maturity and no further amortisation of basis adjustments is necessary.

For fair value hedges, hedge ineffectiveness arises due to accounting mismatches and differences in fair values applied to the hedged item and hedging instruments, as well as different sensitivities to the changes in external market conditions. The Group uses regression testing for comparing the correlation between the hedged item and hedging instrument, in assessing hedge effectiveness.

Note F - Lease receivables from clients

This caption includes lease receivables from the finance lease portfolio and trade receivables. Trade receivables represent unpaid, current lessee receivables under existing (operating and finance lease) contracts or receivables related to inventory sales. The receivable balances are shown after any accumulated impairment losses and are initially measured at fair value and subsequently at amortised cost using the effective interest method.

Reference is made to Note D for the impairment of Lease receivables from clients.

Leases where substantially all the risks and rewards incidental to ownership of an asset are transferred to the lessee are classified as finance leases. The Group as a lessor records a finance lease receivable at the amount of its net investment which equals the present value of the future minimum lease payments receivable (including any guaranteed residual value by the lessee) and the unguaranteed residual value accruing to the Group, after any accumulated impairment losses. Unearned finance income is the difference between the gross investment in the lease and the net investment in the lease.

Over the lease term, the instalments charged to clients are apportioned between a reduction in the net investment in the lease and finance lease income. The finance lease income is calculated using the effective interest method.

Note G - (Non-current) assets held-for-sale and discontinued operations

A non-current asset or disposal group of assets is classified as held-for-sale when its carrying amount will be recovered principally through a sale transaction, whereby the expectation is that the sale will be completed within one year of the classification of assets or disposal groups as held-for-sale, subject to extension in certain circumstances.

On initial and subsequent classification as held-for-sale, (non-current) assets and disposal groups are recognised at the lower of the carrying amount and the fair value less costs to sell. Impairment losses on initial classification as held-for-sale are included in the statement of profit or loss.

A discontinued operation is a component of the Group’s business that represents a separate major line of business or geographical area of operations. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held-for-sale, if earlier, and is presented in the balance sheet separately. When an operation is classified as a discontinued operation, the comparative statement of profit or loss is restated as if the operation had been discontinued from the start of the comparative period.

Depreciation and amortisation of assets ceases, in line with accounting reporting standards, at the moment of initial classification as held-for-sale.

Note H - Intangible assets

All business combinations are accounted for by applying the acquisition method. Goodwill is recognised on acquisitions of subsidiaries. Goodwill represents the excess of the consideration transferred over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the subsidiary

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acquired. Goodwill is measured at cost less any accumulated impairment losses. When the excess is negative (bargain purchase gain), it is recognised immediately in the statement of profit or loss.

Goodwill is allocated to cash generating units and is tested for impairment annually and whenever there is an indication that the unit may be impaired. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less cost of disposal and value in use. The value in use is determined as the present value of forecasted cash flows of the cash generating units over an appropriate period that could be distributed to equity investors. This discounted cash-flow-to-equity valuation methodology is a commonly used methodology for valuation of financial institutions.

Impairment losses are charged to the statement of profit or loss and are not subsequently reversed. Gains and losses on the disposal of a company include the carrying amount of goodwill relating to the company sold.

Capitalised software relates to internally developed software and to purchased software from third parties, or acquired as part of business combinations, for Group use. Expenditure on research activities undertaken to gain new technical knowledge and understanding is recognised in the statement of profit or loss when incurred. The capitalised cost of internally developed software includes all costs directly attributable to developing software and is amortised over its useful life. Capitalised internally developed and externally purchased software are measured at cost less accumulated amortisation and any accumulated impairment. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less cost of disposal and value in use.

Subsequent expenditure on software assets is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. When subsequent expenditure is capitalised, the carrying value of the replaced part is derecognised. All other expenditure is expensed when incurred.

The estimated useful lives of software for the current and comparative period are between three and eight years.

Assets under construction relates to the capitalisation of internally developed software and IT platforms that are not ready for use. Expenditure on development is recognised as an asset under construction when the Group can demonstrate its intention and ability to complete the development and use of the software in a manner that will generate future economic benefits and can measure the costs to complete the development.

Assets under construction are allocated to the cash generating units and are tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate a potential impairment. An impairment loss is recognised in profit or loss for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less cost of disposal and value in use. The value in use is determined as the present value of forecasted cash flows of the cash generating units over an appropriate period that could be distributed to equity investors. Assets under construction are not amortised.

Other intangible assets include customer relationship intangible assets, customer contract intangible assets acquired as part of business combinations and recognised separately from goodwill. Customer relationship intangible assets are amortised over 20 years and customer contracts are amortised over the remaining contract period (on average five years).

Other intangible assets that are acquired by the Group are measured at cost less accumulated amortisation and impairment.

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An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less cost of disposal and value in use.

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Intangible assets other than goodwill are amortised on a straight-line basis over the estimated useful lives of the intangible assets from the date they are available for use. The estimated useful life for software is generally three to ten years. The capitalised intangible assets have no estimated residual value.

Note I - Other property and equipment

Other property and equipment (including right-of-use assets) are measured at cost less accumulated depreciation and impairment losses. Costs include expenditures that are directly attributable to the acquisition of the asset.

Subsequent expenditure on property and equipment is recognised in the carrying amount of the item only when it increases the future economic benefits embodied in the specific asset to which it relates and its costs can be measured reliably. All other expenditure is expensed when incurred. The costs of the day-to-day servicing of property and equipment are recognised in the statement of profit or loss as incurred.

The assets’ residual values and useful lives are reviewed and adjusted, if appropriate, at each balance sheet date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset is impaired, when the carrying amount is greater than its estimated recoverable amount. The recoverable amount is the higher of the asset’s “fair value less costs to sell” and “value in use”. Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in operating income in the statement of profit or loss during the year of disposal.

The Group recognised on the balance sheet the right-of-use asset and the lease liability. The right-of-use asset is initially measured at cost and subsequently at cost less any accumulated depreciation and impairment losses over the contractual term. The right-of-use asset is adjusted for certain remeasurements of the lease liabilities. For impairment accounting policy please refer to Note M – Impairment of tangible assets.

The lease liabilities are initially measured at the present value of lease payments not yet paid at commencement date and are discounted using an incremental borrowing rate which varies per country within the Group. The liability is subsequently increased by the interest accretion to the lease liability and decreased by lease payments made. The lease liability is remeasured when there is a change in future lease payments or based on changes in assessment of execution of certain extension or termination options in the contracts.

The carrying amount of other property and equipment is depreciated to its estimated residual value and recognised in the statement of profit or loss on a straight-line basis over the estimated useful life of each part of an item of property and equipment. The assets’ residual values and useful lives are reviewed and adjusted, if appropriate, at each balance sheet date.

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The estimated useful lives for the current and comparative periods are as follows:

Property	30 – 50 years
Furniture and fixtures	3 – 12 years
Hardware	3 – 5 years
Company cars	3 – 5 years

Due to IFRS 16, the right-of-use assets are recognised and depreciated over the lease term, defined as the non-cancellable period for which the lessee has the right to use an underlying asset including optional periods when an entity is reasonably certain to exercise an option to extend (or not to terminate) a lease.

Note J - Property and equipment under operating lease, rental fleet and vehicles available for lease

The lease classification is determined on a contract-by-contract basis, taking into consideration the substance of the transaction and the specific details of each lease contract. The key factor is if substantially all the risks and rewards incidental to ownership are transferred.

Various criteria are used to determine the lease classification of which the two most important are:

•whether the lease term is for the major part of the economic life of the asset; and

•whether the present value of minimum lease payments amounts to at least substantially all of the fair value of the asset.

Leases where substantially all the risks and rewards incidental to ownership of an asset are transferred to the lessee are classified as finance leases. Reference is made to Note F – Lease receivables from clients.

An operating lease is different from a finance lease and is classified as such if it does not transfer substantially all the risks and rewards incidental to ownership. The Group as a lessor presents the assets subject to operating leases in the balance sheet according to the nature of the asset.

The Group leases assets to its clients for durations that normally range between three to four years. In almost all cases, the leased assets are returned to the Group at the end of the contract term. In case of early termination in most of the cases there will be a settlement invoice and the risk is borne by the customer. There are two main types of operating leasing products offered:

(a)

Closed calculation contracts are typically leasing contracts whereby the client is charged a fixed fee for the use of the asset over a period of time. At the end of the lease, the asset is normally returned to the Group and then sold in the second-hand car market. In case of normal termination, the overall risk on the result of the contract, both positive and negative, is borne by the Group.

(b)

Open calculation contracts are leasing contracts whereby the client, under particular circumstances, receives a portion of any positive result from the lease contract. The specifics of each contract can differ by country and/or by client. However, in most of these contracts, the result on service income and the sale of the leased asset at the end of the lease are combined and a net positive result is (partially) shared with the client. Most contracts contain certain requirements that the client must fulfil to receive (part of) the net positive result, such as maintaining a certain number of leased objects during the year or that a

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certain number of leased objects must be included in the calculation of the net result. Open calculation contracts are classified as operating leases based on the (negative) risks being borne by the Group.

Property and equipment under operating lease and rental fleet are measured at cost less accumulated depreciation and impairment losses. Cost consists of the purchase price and directly attributable costs. The operating lease and rental fleet assets are depreciated on a straight-line basis over the estimated useful life (normally the contract period for operating leases) to their estimated residual value. The residual value and the useful life of the leased assets are reviewed at least at each financial year-end and, if expectations differ from previous estimates, the changes are accounted for prospectively as a change in accounting estimate (so-called prospective depreciation). Depreciation is recognised in the statement of profit or loss.

Depreciation is not applied to new vehicles available for lease when these vehicles are not in the condition to be leased to customers. This often applies to vehicles bought for signed lease contracts or vehicles bought with the intention to lease that are temporary stored and not ready to be used.

For the impairment accounting policy please refer to Note M – Impairment of tangible assets. The contract period ranges on average between three to four years. Upon termination of the lease or rental contract the relevant assets are reclassified to the caption ‘Inventories’ at their carrying amount.

The operating lease instalments are recognised in the financial statements on a straight-line basis over the lease term.

Note J - Inventories

Inventories are assets that are held-for-sale in the ordinary course of our business. Inventories are measured at the lower of cost and net realisable value. Upon termination of the lease or rental contract the relevant assets are reclassified from the caption ‘Property and equipment under operating lease and rental fleet’ to the caption ‘Inventories’ at their carrying amount. Net realisable value is the estimated selling price in the ordinary course of business, less the applicable variable selling expenses. Valuation allowances on inventories are included in ‘direct cost of revenues’.

Note L - Other receivables and prepayments

Other receivables and prepayments include prepayments in respect of expenses attributable to a subsequent period plus amounts still to be received. These amounts are valued at cost. Portfolios of insurance contracts issued, and reinsurance contracts held that have an asset position are reported in this caption. Reference is made to Note O - Provisions for the disclosure of (re)insurance assets. For receivables subject to the ECL accounting policy please refer to Note D – Financial assets and liabilities.

Note M – Impairment of assets

Assets that have an indefinite useful life are not subject to amortisation and are tested for impairment annually. Assets that are subject to amortisation or depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s “fair value less costs of disposal” and “value in use”.

In the annual assessment of whether there is any indication that an asset may be impaired, the Group considers both external as well as internal sources of information. If such indication for impairment exists, an analysis is performed to assess whether the carrying value of the asset or cash generating unit under an operating lease exceeds the recoverable amount, being the higher of the fair value less costs to sell and the value in use. The value in use is determined as the present value of the future cash flows expected to be derived from the cash generating unit.

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The recoverable amount of lease contracts is determined as the value in use at customer contract level (cash-generating unit). As debt funding and interest payments are considered to be an essential element of the Group operating lease business the assessment of the value in use is performed based on a discounted cash-flow-to-equity model. This valuation methodology is a commonly used methodology for valuation of financial institutions.

To determine whether any right-of-use asset or assets categorised as other property and equipment should be impaired, the Group considers both external and internal impairment indicators. If such indicators exist, an analysis is performed to assess whether the carrying value of the cash generating unit exceeds the recoverable amount. The recoverable amount is determined as higher of the asset's or cash-generating unit's fair value less costs of disposals and its value in use. Abandoned office spaces, which are ready for lease and no longer used in operating, represent separate cash generating units and are tested for impairment separately.

Any impairment loss on other non-financial assets is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent of the asset’s carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

Note N - Capital and dividends

Ordinary shares are classified as equity. Dividends are recognised as a liability in the balance sheet after approval of the profit distribution by the shareholders.

The proceeds of the issue of AT1 capital securities are available to the Group in perpetuity and are undated, deeply subordinated, resettable and callable. As the payment of distributions is wholly discretionary, the proceeds received and interest coupon, net of tax, paid on them are recognised in equity. As there is no formal obligation to (re)pay the principal amount or to pay interest coupon, the capital securities are recognised as equity and the distributions paid on these instruments, as well as the transaction costs related to the issuance of the capital securities, are recognised directly in equity.

Note O - Provisions

A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event and it is probable that an outflow of economic benefits will be required to settle the obligation and the amount of the obligation can be estimated reliably. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

& i

The risk of ‘damage to owned vehicles’ is part of the IFRS 15 allocation of revenue and IAS 37 provisioning, whereas insurance contracts issued to customers for accepting significant insurance risk is subject to application under IFRS 17.

Damage services provisions

The Group is exposed to the risk of damage services to vehicles within its fleet as part of its general business risk. The Group as the owner of the car is exposed to the risk of bodywork risk of the car and will repair the damages to the bodywork as a result of damage. Damage services are therefore a part of the performance obligations as defined under IFRS 15. Damage service provisions includes the costs to cover the damage risk of motor material damage vehicles owned by the Group.

Damage services provisions are measured at the amount of the ‘best estimate’ expected expenditure required to settle the present obligations to repair the damage at the reporting date. An estimate for Incurred But Not Reported (IBNR) and Incurred But Not Enough Reported (IBNER) is made to determine appropriate damage provision levels. These estimates are based on historical data of accident frequency in the local market and the

Ayvens Bank N.V. Annual report 2024 54

cost per claim updated for current assumptions. The measurement includes a margin for risks and uncertainties that is inherent to the historical data adjusted for recent pricing developments. The damage service provision is expected to be recovered or settled within a maximum of 12 months.

Insurance contracts provisions

Insurance contract provisions include insurance cover offered to customers for risks underwritten by the Group’s insurance subsidiary, LeasePlan Insurance (Euro Insurances DAC), based in Dublin, Ireland. The risk included in the provision are mainly relating to motor third-party liability.

Insurance contracts are contracts under which the Group accepts a significant risk – other than a financial risk – from a policyholder by agreeing to compensate the beneficiary on the occurrence of an uncertain future event by which he or she will be adversely affected. Contracts that have been classified as insurance at inception are not reclassified subsequently.

For measurement purposes, the insurance contracts are grouped into portfolios of insurance contracts that have similar risks and are managed together. Portfolios are further grouped in year cohorts of issuance and divided based on expected profitability at inception into two categories: onerous contracts and not-onerous contracts. Insurance contracts are recognised at the earlier of the beginning of the coverage period or when it becomes onerous. Insurance contracts are derecognised when the contract is expired, is discharged or cancelled. Modifications to contracts that are not considered changes in estimates are derecognised and a new contract is recognised.

All our insurance contracts issued and reinsurance contracts held are eligible to be measured by applying the premium allocation approach. Under the premium allocation approach non-life insurance contract provisions include liabilities for remaining coverage and liabilities for incurred claims.

The liability for remaining coverage reflects premiums received less amounts recognised in revenue for insurance contracts provided. As the premiums are received within one year of the coverage period no discounting is applied to reflect financial risk or the time value of money.

The liability for incurred claims is determined on a discounted probability-weighted expected value basis and includes an explicit risk adjustment for non-financial risk. The liability includes the Group’s obligation to pay other incurred insurance expenses.

The liability for incurred claims is the obligation to pay valid claims for insured events that have already been occurred, including events that have occurred but for which claims have not been reported. The liability for incurred claims is estimated as the fulfilment cash flows measured as an explicit, unbiased, and probability-weighted estimate (i.e. expected value) of the present value of the future cash outflows minus the present value of the future cash inflows that will arise as the entity fulfils insurance contracts, including a risk adjustment for non-financial risk. The cash outflows include claim handling costs, policy administration and maintenance costs and an allocation of directly attributable fixed and variable overheads to fulfilling insurance contracts.

Under the premium allocation approach, it is assumed that no contracts in the portfolio are onerous at initial recognition, unless facts and circumstances that are monitored by performance indicators by Group’s management indicate otherwise. Such onerous contracts are separately grouped from other contracts and the Group recognises a loss in profit or loss for the loss component. If during the coverage period, facts and circumstances indicate that a group of insurance contracts is onerous, the Group recognises a loss in profit or loss for the net outflow, resulting in the carrying amount of the liability for the group being equal to the fulfilment cash flows.

Portfolio’s or contracts with an asset position are reported under Other receivables and prepayments (Note L).

Reinsurance assets

The Group measures its reinsurance assets for a group of reinsurance contracts that it holds on the same basis as insurance contracts that it issues adapted to reflect the features of reinsurance contracts held that differ from insurance contracts issued.

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Where the Group recognises a loss on initial recognition of an onerous group of insurance contracts, the Group establishes a loss-recovery component of the asset for remaining coverage for a group of reinsurance contracts held depicting the recovery of losses.

Annually the Group assesses whether its amounts recoverable under a reinsurance contract are subject to impairment. Reinsurance assets are impaired if there is objective evidence, because of an event that occurred after initial recognition of the reinsurance asset, that not all amounts due under the terms of the contract may be received. The carrying value is reduced to this calculated recoverable value, and the impairment loss recognised in the statement of profit or loss.

Group companies operate various employee benefit schemes. The schemes are generally funded through payments to insurance companies or trustee-administered funds, determined by periodic actuarial calculations. The Group has defined benefit and defined contribution pension plans as well as other post-employment benefits.

Defined contribution pension plans

A defined contribution plan is a pension plan under which the Group pays fixed contributions to a separate company. The Group has no further payment obligations once the pension contributions have been paid. Contributions to defined contribution pension plans are recognised as expenses in the statement of profit or loss when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.

Defined benefit pension plans

A defined benefit plan is a pension plan that is not a defined contribution plan. Typically, defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors, such as age, years of service and compensation.

The Group’s net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefits that employees have earned in return for their services in the current and prior periods. The present value of the defined benefit obligation is calculated using the projected unit credit method. The benefit is discounted at the yield at the balance sheet date on high quality corporate bonds denominated in the currency in which the benefits will be paid.

The net benefit obligation recognised in the balance sheet is the present value of the defined benefit obligation at the balance sheet date less the fair value of the plan assets. For determining the pension expense, the expected return on plan assets is determined using a high quality corporate bond rate identical to the discount rate used in determining the defined benefit obligation.

Actuarial gains and losses from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income in the period in which they arise without recycling to the statement of profit or loss. Past service costs are recognised in the statement of profit or loss when due.

Settlements and curtailments invoke immediate recognition in the statement of profit or loss of the consequent change in the present value of the defined benefit obligations and in the market value of the plan assets. A settlement is an early termination of all or part of the defined benefit obligation. A curtailment occurs when the company is demonstrably committed to materially reducing the number of employees in the defined benefit plan or the pension benefits for future services.

Other provisions include amounts for other long-term employment benefit plans, termination benefits, litigations, ECL for financial guarantees, restructuring as well as onerous contracts. These provisions have been estimated based on the best estimate of expenditure required to settle the present obligation at the reporting date considering risks and uncertainties and the effect of time value of money. For ECL on financial guarantees see Note D – Financial assets and liabilities.

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Some Group companies provide other post-employment benefits to their employees based on local legal requirements. These benefits mainly comprise termination indemnities which are either payable at retirement age or if the employee leaves. Termination benefits are payable when employment is terminated by the Group before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits at the earlier of the following dates: (a) when the Group can no longer withdraw the offer of those benefits; and (b) when the Group recognises costs for restructuring that are within the scope of IAS 37 and involve the payment of termination benefits. In the event when an offer is made to encourage voluntary redundancy, the termination benefits are measured based on the number of employees expected to accept the offer. Benefits falling due more than 12 months after the end of the reporting period are discounted to their present value.

A provision for restructuring is recognised when the Group has approved a detailed and formal restructuring plan, and the restructuring either has commenced or has been announced publicly.

Regarding onerous contracts under IFRS 15, the present obligation under a contract that is onerous is recognised and measured as a provision. An onerous contract is a contract in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it. The unavoidable costs under a contract reflect the least net cost of exiting from the contract, which is the lower of the cost of fulfilling it and any compensation or penalties arising from failure to fulfil it. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract.

Note P – Trade and other payables and deferred income

The Group recognises a liability and an expense for variable remuneration to employees based on a comparison made at the end of the year between the criteria applied for granting variable remuneration and an assessment of the relevant performance. The Group recognises an accrual where contractually obliged or where there is a past practice that has created a constructive obligation.

The variable remuneration award for the Identified Staff consists of a direct payment in cash and a deferred payment in cash and Phantom Share Units (PSUs). The PSUs represent the underlying value of the company shares which entitle the participant to a payment in cash after a specified period and are recognised as a cash-settled share-based payment arrangement. The PSU part of the deferred award is revalued annually by estimating the company’s equity value for determining the fair value of the outstanding PSU awards. Liabilities recognised for PSUs are measured at the estimated fair value. This fair value is established once a year by the (Remuneration Committee of the) Supervisory Board and is based on comparing financial performance of the company to publicly available valuation and financial performance of a selected peer group of comparable companies. All changes to the PSUs’ liabilities are recognised in the statement of profit or loss under staff expenses.

Note Q - Revenues

Interest income

Interest income mainly includes income from interest-bearing assets, which is recognised using the effective interest method.

Interest expense

Finance cost consists of interest expenses and similar charges for interest-bearing liabilities and is recognised in the statement of profit or loss using the effective interest method. The effective interest rate is the rate that exactly discounts the estimated future cash payments and receipts through the expected life of the financial asset or liability to the carrying amount of the financial asset or liability.

Ayvens Bank N.V. Annual report 2024 57

The calculation of the effective interest rate includes all fees paid or received, transaction costs and discounts or premiums that are an integral part of the effective interest rate. The effective interest rate is established on initial recognition of the financial asset and liability and is not revised subsequently.

Net lease related income

Leasing income from operating lease instalments, fleet management and other services are recognised on a straight-line basis over the lease term, based on the total of the contractual payments divided by the number of months of the lease term.

Charges to clients may include passed on costs such as fuel, road taxes and other taxes which do not represent the inflow of economic benefits and/or are collected on behalf of third parties and are therefore not presented as revenues.

Income related to repair & maintenance services is recognised over the term of the lease contract. The allocation of income over the term is based on the normal repair and maintenance cost profile supported by historical statistics and expected service costs.

Note R - Income tax

Income tax comprises current and deferred tax. Income tax is recognised in the statement of profit or loss except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case the income tax is also recognised in other comprehensive income or directly in equity, respectively. All entities within the Dutch fiscal unity are jointly liable for any tax liabilities regarding the Dutch tax authorities.

Ayvens Bank is part of the Dutch Fiscal Unity with LP Group as head, including other entities outside scope of consolidation of Ayvens Bank. While LP Group is the head of the Fiscal Unity, Ayvens Bank settles all tax positions with tax authorities and accounts for the current tax positions for the Fiscal Unity as a whole.

Furthermore Ayvens Bank accounts for the carry forward losses for the Fiscal Unity as a whole. All entities settle their positions with Ayvens Bank. These positions, except for Deferred tax assets and liabilities, are accounted for as related party transactions. Deferred tax assets and liabilities resulting from temporary differences, not resulting from tax losses, are accounted for at an entity level.

Current income tax is the expected income tax payable or receivable on the taxable income for the year, using tax rates enacted or substantially enacted at the balance sheet date and any adjustment to income tax payable or receivable in respect of previous years.

Current income tax assets and current income tax liabilities are only offset if there is a legally enforceable right to offset the recognised amounts and if a subsidiary intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

Deferred tax is recognised, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes and providing for unused tax losses and unused tax credits.

The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.

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A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognise a deferred tax asset in full, then future taxable profits, adjusted for reversal of existing temporary differences, are considered. Deferred tax assets are reviewed two times per year and reduced to the extent that it is no longer probable that the related income tax benefit will be realised.

Deferred tax assets and deferred tax liabilities are only offset if there is a legally enforceable right to offset the tax assets against tax liabilities relating to income taxes levied by the same taxation authority on either the same taxable company or different taxable companies which intend either to settle current income tax assets and liabilities on a net basis, or to realise the asset and to settle the liabilities simultaneously (often within one fiscal unity).

Note S - Statement of cash flows

The consolidated statement of cash flows has been drawn up in accordance with the indirect method, classifying cash flows as cash flows from operating, investing and financing activities. Changes in balance sheet items that have not resulted in cash flows have been eliminated in preparing this statement.

Operating cash flows comprise all cash flows during the period that do not qualify as either investing cash flows or financing cash flows. In the net cash flow from operating activities, the result before profit is adjusted for those items in the statement of profit or loss and changes in balance sheet items, which do not result in actual cash flows during the year. As the main operating activity of the Group is to provide operating and finance leases, cash payments to acquire underlying assets under operating lease and finance lease are classified as an operating activity. A similar approach is followed for interest received and interest paid, even though these arise on financing balances.

Investing activities include cash flows with respect to acquisition and sale of assets under other property and equipment, intangible assets and other long-term assets. Investing activities also include cash flows relating to acquisition, disposal and dividend of equity interests in investments accounted for using the equity method and held-for-sale investments.

Finance cash flows include cash flows relating to obtaining, servicing and redeeming sources of finance, but exclude interest received and interest paid as these are included in the operating cash flows. The sources of finance include amounts borrowed from financial institutions and dividends paid. The cash flows related to Ayvens Bank are included in the cash flow of funds entrusted on a net basis. Next to the cash flows relating to the sources of finance, the cash flows relating to balances deposited to financial institutions are included in the finance cash flows, even though these arise from investing activities.

Cash and balances with central banks are defined as short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. The short-term characteristic of a cash equivalent is generally taken as a term of three months or less from the date of acquisition. The balance includes cash, central bank deposits, call money and cash at banks. Bank overdrafts and call money that are repayable on demand are included in the cash flows with respect to borrowings from financial institutions.

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Note T - Segment reporting

Until the sale of its subsidiaries in 2024, the Group identified and reported operating segments in accordance with IFRS 8 Operating Segments. An operating segment was defined as a component of the Group that engaged in business activities from which it earned revenues and incurred expenses, and whose results were regularly reviewed by the Chief Operating Decision Maker (CODM) to allocate resources and assess performance.

Following the sale of all subsidiaries in 2024, the Group no longer has any operating segments that meet the definition under IFRS 8. As a result, segment reporting is no longer applicable for 2024, and comparative segment information for 2023 is also no longer presented. In accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, the results of previously reported segments are now classified as discontinued operations, and segment disclosures for prior periods are no longer relevant.

Note U - Critical accounting estimates, assumptions and judgements

Preparation of the consolidated financial statements requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses.

The estimates and assumptions are updated in case of significant impacts, such as global crisis (for instance the Ukraine-Russia war) and the key sources of estimation uncertainty are investigated in more depth in the specific notes to the statement of financial position.

Assumptions and estimation uncertainties at 31 December 2024 include, but are not limited to, the following areas:

The Group assumes in the estimates that all tax positions that are not yet final will be examined by tax authorities, that have all relevant information available. The Group recognises deferred tax assets only to the extent that it is probable that future taxable profits will be available. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences are analysed and will impact the income tax and deferred tax provisions in the year in which such determination is made.

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Group uses its judgement to select a variety of methods and makes assumptions that are mainly based on market conditions existing at the end of each reporting period. The Group has mainly used discounted cash flow analysis for calculating the fair value of the derivatives.

For litigation, when there is a legal or constructive obligation and it is probable that there will be an outflow of benefits which can be measured reliably, the best estimate of the future outflow of resources has been recognised. In extremely rare situations that no reliable estimate can be made yet on claims expected, no provision is recognised in the balance sheet but information about a contingent liability is disclosed.

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Risk management

All amounts are in thousands of euros, unless stated otherwise

A.Risk management approach

Ayvens Bank, is committed to ensuring regulatory compliance and maintaining a risk profile within the set risk appetite, which is performed by challenging and assisting the business and promoting risk awareness. Ayvens Bank follows the Ayvens risk taxonomy and Ayvens policies.

As part of the risk taxonomy, Ayvens Bank recognises five categories of key risks: i) Business & strategy risks, ii) Credit risk, iii) Structural risk, iv) Non-financial risk including operational risk, information risk, legal risk compliance risk and v) model risk. For further information on risk approach please refer to ‘Risk management’ section under ‘Directors report’ of this Annual Report.

This section of the financial statements describes Ayvens Bank’s approach to the risk management objectives and organisation in general, as well as Ayvens Bank’s policy, appetite and measurement of its risks.

B.Capital management

The primary objective of our capital management strategy is to ensure that capital adequacy requirements are always met , and that sufficient capital is available to support Ayvens Bank’s strategy. A financial institution is expected to enhance the link between its risk profile, risk management and risk mitigation systems and its capital. The main principle is that a banking institution assesses the adequacy of its available capital in view of the risks to which it is exposed. Ayvens Bank’s capital management consists of internal quantification of risk capital associated with its business activities, capital planning and monitoring of developments in exposures and capital adequacy ratios, based on targets set during the annual Internal Capital Adequacy Assessment Process (ICAAP).

Ayvens Bank is a credit institution, part of the Ayvens Group which is under the supervision of the ECB. Ayvens Bank reports its capital metrics and risk exposures in accordance with Capital Requirements Regulation (Regulation No 575/2013) and comparing Ayvens Bank’s eligible regulatory capital with its risk-weighted assets for credit risk, operational risk and market risk. Furthermore, banking institutions are required to assess the adequacy of available capital in view of the risks to which they are exposed. The periodic process in achieving this objective is referred to as ICAAP.

From the monthly capital planning process, a forecast of the regulatory Common Equity Tier 1 (CET1) and Total Capital (TC) ratio is prepared. The projections of the CET1 and TC ratios are performed to ensure ongoing compliance with the minimum requirements set by the ECB. Next to the projections of the CET1 and TC ratio, a forecast of the development of the minimum requirement is made which considers the requirements of the ECB; based on the latest estimates Ayvens Bank will remain above the minimum CET1 and TC requirement.

(

)

The credit risk exposure of Ayvens Bank at the end of 2024 mainly consists of the lending of liquidity to the Ayvens Treasury Center and the exposure of its investments in Mexico and Brazil. Ayvens Bank also updated its own fund requirement for operational risk by excluding the gross income directly related to the transferred legal entities (after approval was received from the ECB). As a result of this, the TREA amount reduced considerably compared to last year.

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Ayvens Bank’s eligible regulatory capital consists of CET1 capital and additional Tier 1 and Tier 2 instruments which can be bridged to IFRS equity. The following table illustrates this reconciliation.

As at December 31	2024	2023
Total IFRS equity	4,570,731	4,136,988
Results for the year	(941,005)	(375,762)
AT1 capital securities	(529,893)	(1,027,730)
Non-controlling interest	-	(2,320)
Total IFRS equity excluding results, interim dividend paid and AT1 capital securities	3,099,833	2,731,176
Eligible results for year net of interim dividend	-	375,762
Regulatory adjustments	(38,323)	(235,873)
Common Equity Tier 1 capital	3,061,511	2,871,066
Additional Tier 1 capital	500,000	994,575
Tier 1 Capital	3,561,511	3,865,641
Tier 2 capital	750,000	750,000
Total Capital	4,311,511	4,615,641

Based on EU endorsed frameworks for Basel III (CRR/CRD IV), the Group’s capital ratios1 as of 31 December is as follows:

As at 31 December	2024	2023
Total risk exposure amount	8,105,952	26,323,946
Common Equity Tier 1 capital	3,061,511	2,871,066
Common Equity Tier 1 ratio	37.8%	10.9%
Tier 1 Capital	3,561,511	3,865,641
Tier 1 Capital Ratio	43.9%	14.7%
Total capital	4,311,511	4,615,641
Total capital ratio	53.2%	17.5%

1 Capital ratios are presented on a sub-consolidated basis.

Ayvens Bank analyses the development in risk exposures and in eligible capital; stress testing is an important part of this analysis. Developments in risk exposures typically represent relative movements in the balance sheet exposure movements, whereas eligible capital normally grows with retained profits.

Based on the December 2024 ICAAP, which has been submitted in March 2025, Ayvens Bank concludes that it is sufficiently capitalised and resilient to future plausible stress situations. The Company is capitalized at the end of the year 2024 above the minimum capital requirements.

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C.Risk management framework

The risk charter defines Ayvens Bank’s governance and decision framework (delegated authorities and mandates) for both financial and non-financial risks. Ayvens Bank has the following risk governance in place through its Group entities:

The Supervisory Board of Ayvens Bank supervises the direction pursued by the Managing Board of Ayvens Bank and the general course of affairs. The Supervisory Board of Ayvens Bank approves the risk strategy and risk appetite and regularly monitors the risk profile and governance of Ayvens Bank.

The Supervisory Board:

•approves Ayvens Bank Risk Appetite Statement (RAS) and Ayvens Bank Risk Appetite Framework (RAF) every year; and

•examines the risk appetite compliance dashboards presented to it quarterly and is informed of risk appetite breaches and the remediation action plans implemented.

The Managing Board is responsible for the risk strategy and risk management systems and controls. It is also responsible for defining the risk appetite and approving the overall risk management framework. Within the Managing Board of Ayvens Bank, the Chief Financial Risk Officer (CFRO) is responsible for the management and control of risk, to ensure that Ayvens Bank’s risk profile is consistent with risk appetite and risk tolerance levels.

All risk related decisions, except for the risk matters that are subject to approval from the Supervisory Board, are within the power of the Managing Board. To support decision-making on risk matters, the Managing Board is supported by the two permanent risk committees to support the Managing Board: the Asset-Liability Committee (ALCO) and the Entity Risk and Compliance Committee (ERC).

The ERC is the dedicated risk committee of the Managing Board. The ERC discusses and oversees all risk-related topics and matters. The ERC consists of all members of the Managing Board and certain non-voting attendees and is chaired by the CEO.

The ALCO promotes and ensures compliance with regulatory liquidity and solvency and Ayvens/SG liquidity and solvency requirements within Ayvens Bank. The ALCO has a delegated authority of the Managing Board to take decisions in the best interest of the Company and its retail deposits account holders and remaining bond holders. Next to that, the ALCO has the responsibility to monitor the performance of the Deposits Facility Agreement between the Ayvens Treasury Center and all transactions related thereto.

For these committees, separate terms of reference are specified.

D.Risks

Strategy and business risks are the risks related to the execution of the strategy and business plan measured during the project phase and during the implementation phase. This risk is divided into two categories of risks:

oStrategic risk drives the execution of strategic initiatives. As such, Ayvens Banks’ strategic initiatives are limited in number and can be defined as the main actions and means implemented to achieve the objectives that define Ayvens Banks’ strategy.

oBusiness risk drives the execution of Ayvens Banks’ Strategic, Funding and Financial Plan. The risk of executing the funding trajectory is governed by a monitoring and control system within the Treasury and Finance Department.

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The risks related to this business model are mitigated by the contractual obligation of the Treasury Company to accept all funding that follows from deposits taken by Ayvens Bank and compensate all interest and operational expenses for Ayvens Bank.

Ayvens Bank has its own Risk Appetite Framework and a Risk Appetite Statement. Ayvens Bank should not carry material structural and concentration/credit risks. To this end, all transactions must be matched in terms of liquidity and interest rate profile.

Ayvens Bank has transferred the structural risk unrelated to deposit taking to the Ayvens Treasury Center. The main activities related to structural risk which continue to take place at Ayvens Bank are related to continually transferring the structural risk related to retail deposits to the Ayvens Treasury Center. These activities include the daily payments and settlement process with other banks (as part of the normal deposit and withdrawal process of retail depositors), lending out the retail deposits (based on legal matching) to the Ayvens Treasury Center and managing the interday liquidity needs. These treasury activities are executed by Ayvens Bank finance team.

In view of this residual liquidity risk, Ayvens Bank and the Ayvens Treasury Center entered into a liquidity facility agreement pursuant to which Ayvens Bank can draw amounts required to satisfy its liquidity requirements imposed under applicable legislation. The Liquidity Facility Agreement is linked to the liquidity buffer held at Ayvens Bank. The drawn part under the Liquidity Facility Agreement will at all times be equal to the buffer held at Ayvens Bank.

This risk is relevant given that all retail deposits are on-lent to one counterparty (ie. the Ayvens Treasury Center) which imposes a concentration risk. The single counterparty risk/large exposure will exceed 25% of the Tier 1 capital. Ayvens Bank relies on the large-exposure exemption provided by the ECB/DNB.

Ayvens Bank lends on a daily basis the deposits to the Ayvens Treasury Center. Ayvens Treasury Center utilizes these deposits to fund Ayvens’ leasing activities through the Ayvens’ local operational subsidiaries. The funding mechanics provide for the transfer of 100% of the deposits i.e., the aggregate amount of the Loan will equal 100% of the aggregate amount of the outstanding deposits including any accrued interests, calculated daily.

However, this amount is uncommitted, and the loan will be made available by Ayvens Bank only if the relevant criteria are met: (1) the security ratio, (2) the eligibility criteria and (3) there is no default. Controls are in place to monitor that the criteria are met.

In view of the credit risk, the loan from Ayvens Bank to the Ayvens Treasury Center is secured with a first ranking security right. This security right comprises the loans granted by the Ayvens Treasury Center to the operational entities to fund the various leasing activities in different countries (each an "IC Loan", and together the "Collateral"). If the Ayvens Treasury Center cannot satisfy its due and payable payment obligations under the Deposit Facility Agreement, Ayvens Bank may enforce the loan Collateral received from the Ayvens Treasury Center.

In addition to the deposit lending, Ayvens Bank is also exposed to credit risk to the Ayvens Treasury Center in related to the proceeds of legacy bonds that have been lent to the Ayvens Treasury Center on a back-to-back basis.

In addition, lending to the Ayvens Treasury Center is covered by a guarantee from Ayvens, which provides an extra layer of protection.

By matching the maturity profile of assets and liabilities, structural risk is mitigated. This specifically applies to:

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•Liquidity and funding risk: The matched funding principle helps avoid the risk that liabilities have to be repaid at different times from when assets are turned into cash, thus either causing drain on cash reserves or resulting in insufficient cash balances.

•Interest rate Risk in the Banking Book (IRRBB): The interest rate (re)setting period of the Interest Bearing Assets (lease contracts) should match the interest rate (re)setting period of the net debt funding for each of the currencies in which the lease contracts are denominated.

In terms of the Balance Sheet structure of Ayvens Bank, the following specific items are focused on:

1.Retail Deposit Taking by the Ayvens Bank. The deposits, both fixed-term and non-maturing (in this case through application of a model), are passed on to Ayvens Treasury Center through the Deposit Facility Agreement, which replicates the liquidity- and interest rate characteristics of the retail deposits. This way, all structural risk stemming from retail deposits is passed on to Ayvens Treasury Center.

2.The portfolio of legacy bonds. A limited number of senior unsecured bonds (both public and private placements) in run-off are on the liability side of the balance sheet. It is expected that the last of these bonds will reach maturity date on 6 May 2030. Although these liabilities are on Ayvens Bank's balance sheet, Ayvens Bank places the proceeds of these legacy bonds with Ayvens Treasury Center on a back-to-back basis to ensure all structural risk is transferred. Ayvens Bank will not issue new bonds on the financial markets as Ayvens is the sole bond issuer for Ayvens Group.

The assets, liabilities, and off-balance sheet items which do not have a set contractual maturity (e.g., sight deposits) have their maturity assessed using a quantitative model. For term deposits, contractual maturity is assumed.

The on-lending of the retail deposits will be based on a legal maturity matching principle. This means that from a liquidity perspective every change in retail deposit volume is translated into a similar change in the amount of the Loan provided to the Treasury Center with a business day delay (i.e. settlement of net in- or outflows on a certain business day is settled with the Treasury Center on the business day thereafter). Consequently, Ayvens Bank is only exposed to an interday liquidity risk.

In addition, Ayvens Bank also has to ensure that it on a continuous basis meets the liquidity coverage ratio (LCR) and net stable funding ratio ("NSFR") requirements. In order to assess the amount required to cover for the interday liquidity risk, historical gross daily outflow data has been analysed. In addition, Ayvens Bank has analysed what the highest total gross outflow has been on two consecutive days in order to ensure that outflows on a specific day and the day thereafter are covered (in case outflows on the next day take place prior to the settlement of the outflows on the previous day). Ayvens Bank deemed it prudent to multiply this number by two to ensure that at all times this buffer is in place.

The minimum LCR requirement for Ayvens Bank is assumed to be 100%. Ayvens Bank has established an internal threshold of 150% and internal limit of 130% for the LCR. These limits were set in line with the SG Framework and in consultation with Ayvens. As such, the buffer amount far exceeds the assumed coverage required for the interday liquidity risk and the LCR ratios are expected to be above 200%. Based on the above and the financial forecast, the NSFR is set on an internal threshold of 110% and internal limit of 105%.

Ayvens Bank does not grant loans to third parties as it only grants I/C loans to the Ayvens Treasury Center. The approval of those loans relies on a specific set-up and legal agreements negotiated and signed by the two counterparts and Ayvens, with the aim of mitigating the credit risk on Ayvens Treasury Center:

1.The Deposit Facility Agreement (DFA) is an agreement between Ayvens Bank and Ayvens Treasury Center through which Ayvens Bank transfers its deposits raised to Ayvens Treasury Center through I/C loans. This DFA is associated with a;

2.Pledge Agreement, which secures the I/C loans with a loan collateral portfolio composed of first ranking security rights on eligible Euro I/C loans provided by Ayvens Treasury Center to the operating leasing entities established in the EU. All these operating leasing entities are part of the Ayvens Group.

Ayvens Bank N.V. Annual report 2024 65

In addition, lending to Ayvens Treasury Center is covered by a guarantee from Ayvens, which provides an extra layer of protection. The availability of sufficient collateral is monitored weekly. In addition, it is monitored on a monthly basis whether the lending to Ayvens Treasury Center is fully covered by the Ayvens guarantee.

Ayvens Bank N.V. Annual report 2024 66

The following table shows the concentration of the financial assets that have provisions for ECL in geographical sectors as at 31 December:

In thousands of euros	Member states of the European Union		Rest of the world	Total
	(euro)	(non-euro)
Receivables from financial institutions	181,639	-	2,079	183,718
Lease receivables from clients	-	-	13,944	13,944
Deferred payment sale of subsidiaries	259,890	-	-	259,890
Total as of 31 December 2024	441,529	-	16,023	457,552

In thousands of euros	Member states of the European Union		Rest of the world	Total
	(euro)	(non-euro)
Receivables from financial institutions	1,027,182	21,547	11,555	1,060,284
Lease receivables from clients	1,165,308	1,084,562	48,211	2,298,080
Rebates and bonuses and commissions receivable	298,776	33,851	1,093	333,720
Reclaimable damages	46,643	4,662	1,005	52,310
Deferred payment sale of subsidiaries	233,361	-	-	233,361
Total as of 31 December 2023	2,771,270	1,144,621	61,864	3,977,756

The table below presents Ayvens Bank contractual undiscounted cash flows payable of the financial liabilities the relevant contractual maturity groupings. As the effect of discounting is not material these amounts reconcile to the balance sheet positions. Lease liabilities do not reconcile to the balance sheet because the interest component is included in the line and not shown separately.

The maturities of the loans receivable from related parties is presented in note 16.

In thousands of euros	Note	0-3 months	3-12 months	1-5 years	>5 years	Total
Financial liabilities
Funds entrusted	24	2,653,770	4,159,267	6,207,206	653,042	13,673,284
Related parties payables	25	106,497	-	-	-	106,497
Trade payables	25	5,768	-	-	-	5,768
Borrowings from financial institutions	26	16,400	57,365	83,609	-	157,374
Loans from related parties	35	77,294	-	-	-	77,294
Subordinated loans	35	-	-	-	750,000	750,000
Debt securities issued	27	23,610	1,522,440	2,168,624	-	3,714,674
Future payments (interest and commitments fees)		119,134	203,603	315,645	476	638,858
Lease liabilities		595	1,786	4,425	597	7,403
Total as at 31 December 2024		3,003,068	5,944,461	8,779,509	1,404,115	19,131,153

Ayvens Bank N.V. Annual report 2024 67

In thousands of euros	Note	0-3 months	3-12 months	1-5 years	>5 years	Total
Financial liabilities
Funds entrusted	24	8,479,159	2,408,779	863,738	1,243	11,752,919
Trade payables	25	945,462	-	-	-	945,462
Borrowings from financial institutions	26	414,551	834,683	1,731,389	-	2,980,623
Loans from related parties	35	-	-	1,617,613	-	1,617,613
Subordinated loans	35	-	-	-	750,000	750,000
Debt securities issued	27	682,856	1,590,001	4,926,337	62,459	7,261,653
Future payments (interest and commitments fees)		122,844	344,131	422,549	2,914	892,438
Lease liabilities		9,024	26,782	93,720	26,495	156,022
Total as at 31 December 2023		10,653,895	5,204,376	9,655,346	843,111	26,356,729

In the table below, for interest rate swaps the undiscounted cash inflows and outflows are presented on a net basis into the relevant maturity groupings, whereas the undiscounted cash flows on currency swaps are presented on a gross basis.

In thousands of euros	0 - 3 months	3 - 12 months	1 - 5 years	> 5 years	Total
Interest rate swaps / forward rate agreements	(16,940)	(40,079)	(83,438)	(61)	(140,517)
Currency swaps inflows	246,117	13,306	29,907	-	289,329
Currency swaps outflows	(262,426)	(12,068)	(30,060)	-	(304,554)
Total as of 31 December 2024	(33,249)	(38,841)	(83,591)	(61)	(155,742)

In thousands of euros	0 - 3 months	3 - 12 months	1 - 5 years	> 5 years	Total
Interest rate swaps / forward rate agreements	11,710	(8,272)	(377,221)	474	(373,309)
Currency swaps inflows	2,799,165	1,461,633	2,414,976	-	6,675,773
Currency swaps outflows	(2,864,355)	(1,470,783)	(2,480,888)	-	(6,816,026)
Total as of 31 December 2023	(53,480)	(17,423)	(443,133)	474	(513,562)

As a precaution to the risk of not having continued access to financial markets for funding, the Group maintains a liquidity buffer. This buffer includes unencumbered cash and committed (standby) credit facilities to reduce the Group’s liquidity risk. The liquidity buffer as per 31 December is specified as follows:

In millions of euros	2024	2023
Unencumbered cash at banks	6	723
Unencumbered cash at Dutch Central bank	4,214	3,428
Total on balance liquidity buffer	4,219	4,151
Committed facilities	1,750	1,375
Total	5,969	5,526

Ayvens Bank N.V. Annual report 2024 68

The impact of a 200-basis points interest rate shock on the Group’s earnings at risk and equity at risk is shown below:

Gradual shock on the yield curve (in millions of euros as at 31 December)	Earnings at risk
	2024	2023
Effect within 1 year
-200 bps	(71.9)	(26.4)
+200 bps	71.9	26.4
Effect within 2 year
-200 bps	(100.9)	(91.9)
+200 bps	100.9	91.9

The impact of an instantaneous shock in interest rates on the Group’s Economic Value of Equity is as follows:

	Equity at risk
In millions of euros	2024	2023
-200 bps	(11.4)	135.0
+200 bps	9.9	(125.0)

Market rates are derived from the relevant swap curves.

Ayvens Bank N.V. Annual report 2024 69

The table below details the Group’s net currency positions as at 31 December 2024:

In thousands of euros	EUR	GBP	NOK	DKK	TRY	Other currencies	Total
Cash and balances at central banks	4,335,640	-	-	-	-	-	4,335,640
Receivables from financial institutions	181,309	2	207	-	-	121	181,639
Derivatives - long	320,998	-	-	-	-	24,503	345,501
Interest to be received	76,098	-	2,381	-	-	48	78,527
Investments in equity accounted investments	-	-	-	-	-	77,909	77,909
Loans to related parties	17,562,661	-	263,981	-	-	16,304	17,842,946
Non-financial assets	453,104	-	-	-	-	500,919	954,023
Total assets	22,929,810	2	266,568	-	-	619,804	23,816,184
Funds entrusted	13,673,284	-	-	-	-	-	13,673,284
Total derivatives - short	231,292	-	-	-	-	277,084	508,376
Trade payables	296	-	-	-	-	5,471	5,768
Interest payable	159,951	-	2,633	-	-	84	162,668
Borrowings from financial institutions	3,200	-	-	-	-	2	3,202
Lease liabilities	7,185	-	-	-	-	-	7,185
Debt securities issued	3,428,027	-	262,227	-	-	24,419	3,714,674
Non-financial liabilities	978,788	-	-	-	-	191,507	1,170,295
Total liabilities	18,482,025	-	264,860	-	-	498,567	19,245,452
Net position ( excl.net invest.in subsidiaries)	4,447,785	2	1,708	-	-	121,237	4,570,731
Currency position		2	1,708	-	-	192,598
Net investment in subsidiaries		-	-	-	-	71,361
Other positions		2	1,708	-	-	121,237

Ayvens Bank N.V. Annual report 2024 70

As at 31 December 2023:

In thousands of euros	EUR	GBP	TRY	DKK	NOK	PLN	Other currencies	Total
Non-financial assets	17,754,990	2,995,999	658,293	478,537	1,088,874	662,629	1,599,093	25,238,413
Total assets	29,565,666	3,702,498	704,891	553,361	1,267,755	727,363	2,618,889	39,140,421
Non-financial liabilities	3,212,023	717,497	476,084	118,037	312,705	117,538	425,203	5,379,088
Total liabilities	25,431,530	3,699,606	712,621	552,458	1,269,299	728,016	2,609,903	35,003,433
Net position ( excl.net invest.in subsidiaries)	4,134,136	2,891	(7,729)	903	(1,544)	(653)	8,985	4,136,988
Currency position		377,215	386,361	54,585	113,975	83,561	243,551
Net investment in subsidiaries		374,323	394,091	53,682	115,520	84,214	234,566
Other positions		2,891	(7,729)	903	(1,544)	(653)	8,985

	2024		2023
In millions of euros	Net open position	Currency shock	Net open position	Currency shock
Pound Sterling ("GBP")	-	-	374.3	2.9
Turkish Lira ("TRY")	-	-	394.1	32.3
Danish Krone ("DKK")	-	-	53.7	-
Norwegian Krone ("NOK")	-	-	115.5	0.5
Polish Zloty ("PLN")	-	-	84.2	1.9
Other 1	67.3	6.7	223.9	22.4
Total	67.3	6.7	1,245.7	60.0

1 The “Other” category consists of smaller entities with corresponding currencies. The category does not reconcile with the table showing the Group’s net currency position due to the inclusion of an off-balance sheet commitment as part of the total FX risk positions, whereas the position on the previous page only includes on-balance positions.

Although the Group is aware that, from an absolute equity perspective, currency exposures exist, these exposures are deliberately not fully mitigated following the ratio protection strategy.

Operational risk definition: Operational risk within Ayvens is part of the Non-Financial Risk Management (NFRM) domain, and it involves the risk of a positive, negative, or potential loss resulting from inadequate or failed internal processes, human behaviour, and systems or external incidents.

Ayvens Bank is exposed to operational risks inherent in its business: Risk of loss resulting from inadequate or failed internal processes, personnel or information systems, or from external events. Ayvens Bank has established a goal to control these risks using:

•analysis of operational risk and a “weak signals” detection system;

•the deployment of secure procedures for processing data, special prevention mechanisms and an internal control system. In addition, a framework has been designed to ensure business continuity in crisis situations;

•implementation of key risk monitoring and control indicators (KRI);

•promotion of a solid “risk culture” with respect to operational risks throughout the Ayvens Bank;

•the expectation that its critical service providers will provide a level of resiliency and information security equivalent to its own.

Ayvens Bank N.V. Annual report 2024 71

Operational risk is included under the Pillar 1 capital and total risk exposure amount on the Standardised Approach (STD). In 2024, under Pillar 1 the operational risk regulatory capital requirement is EUR 261 million (2023: EUR 230 million).

Model risk

Model risk is the risk of adverse consequences (including financial consequences) for the Group from decisions based principally on models. The source of model risk may be linked to incorrect model design, implementation, use or monitoring. The source of model risk may be linked to incorrect model design, implementation, use or monitoring.

Ayvens will monitor model risk. However, Ayvens Bank is dependent on a few models regarding the liquidity and IRRBB risk calculation. As such, it will monitor that the internal standards as set by Ayvens and SG Group, are followed and no overdue validations apply. Ayvens Bank has a low appetite on overdue validation for the models in scope.

Ayvens Bank N.V. Annual report 2024 72

Specific notes

All amounts are in thousands of euros, unless stated otherwise

1Segment information

Following the sale and transfer of almost all entities in 2024, except for LeasePlan Arrendamento Mercantil SA (which is pending approval of the Central Bank of Brasil), and LeasePlan Brazil Ltda. and LeasePlan Mexico, S.A. de C.V. (of which control has been transferred to Ayvens), Ayvens Bank, in principal, consists of a single remaining entity (Ayvens Bank). Management has determined that Ayvens Bank operates as a single reportable segment, consistent with the internal reporting provided to the chief operating decision maker (CODM). The CODM monitors the performance of Ayvens Bank on a consolidated basis, and decisions about resource allocation are made based on the overall results. Accordingly, the Group is considered to operate in one business segment for the purposes of IFRS 8 Operating Segments.

(a) Information about products and services

Ayvens Bank generates interest income primarily from providing loans to related parties, which mainly consist of loans receivable to the parent company’s treasury center in Luxemburg. Disaggregation of revenue into further product or service categories is therefore not presented. For futher details, refer to the following disclosures:

•Chapter 5 Risk management – section D Risks

•Note 2 revenues, interest income related to Loans to related parties.

•Note 16 Loans to investments accounted for using the equity method and related parties

•Note 35 Related Parties.

(b) Information about geographical areas

As describe above the main activities is providing loans to the parent company’s treasury center in Luxemburg. The other geographical areas are not exceeding 10% of the assets or revenues relating to the activities of Ayvens. The loans to the parent company’s treasury center in Luxemburg are described in the note 16 and note 35. The main revenue stream is the interest income from related parties which also relates to the treasury center in Luxemburg, further information is available in note 2.

During the reporting period, more than 10% of the revenue was generated from a single customer. This customer is the parent company’s treasury center in Luxemburg, a sister company under common control of Ayvens Bank ultimate parent company. In accordance with IFRS 8.34, entities under common control are considered a single customer. Refer to note 2 for the Interest income from related party loans.

In accordance with IFRS 5 Non-current assets held for sale and discontinued operations, the results of previously reported segments are now classified as discontinued operations, and segment disclosures for prior periods are no longer relevant.

Ayvens Bank N.V. Annual report 2024 73

2Revenues

Interest Income and expense

Interest income and expense is comprised of the items as presented below:

In thousands of euros

2024

2023

Deposits to Central Banks

163,547

154,090

Loans to related parties

826,851

17,652

Other

114,168

19,974

Interest Income

1,104,566

191,716

Funds entrusted

(349,154)

(197,261)

Loans from related parties

(171,410)

(81,957)

Debt securities issued

(91,683)

(117,744)

Derivatives

(135,805)

(128,932)

Borrowings financial institutions

(54,567)

(74,904)

Other

(79,293)

(18,831)

Interest expense

(881,914)

(619,629)

Net Interest income mainly consists of loans to former subsidiaries of EUR 826.9 million. In 2023 the interest income was related to intercompany interest eliminated within the former group. Other interest income mainly relates to gains on treasury activities.

The components of the lease related income are included in the table below:

In thousands of euros

2024

2023

Operating lease income

94,227

153,472

Additional services income

25,449

37,950

Vehicle sales and End of contract fees

55,155

84,269

Depreciation cars

(43,046)

(84,471)

Impairment charges on loans and receivables

(2,306)

(606)

Additional services cost

(18,957)

(28,845)

Vehicle and Disposal cost

(47,428)

(66,212)

Net lease related income

63,094

95,556

Ayvens Bank N.V. Annual report 2024 74

3Impairment charges on loans and receivables

Net impairment charges can be detailed as follows:

	2024	2023
Lease receivables from clients
Net charge	2,306	611
Subtotal impairment lease receivable from clients	2,306	611
Rebates and bonuses	-	(5)
Total impairment charges on loans and receivables	2,306	606

4Staff expenses

	2024	2023
Wages and salaries	7,267	8,750
Social security charges and taxes	840	1,637
Defined contribution pension costs	429	320
Defined benefit post-employment costs	13	47
Other staff expenses	1,784	3,040
Total	10,334	13,793

The average number of staff (FTEs) employed (including allocated indirect staff and temporary staff) by the Group at the end of the year was 2.808 (2023: 7.872 of whom 208 employed in entities divested in 2023), of whom 733 (2023: 2.293) were employed in the Netherlands. At 31 December the total number of staff employed (including allocated indirect staff) by the Group was 94 (2023: 7,704 of whom 7.610 employed in entities divested in 2024).

The breakdown of pension and post-employment costs is as follows:

	Note	2024	2023
Current service cost	28	13	93
Interest expense/(income)	28	-	43
Curtailments and settlements	28	-	(89)
Defined benefit post-employment costs		13	47
Defined contribution pension costs		429	320
Total pension and post-employment costs		442	367

Ayvens Bank N.V. Annual report 2024 75

5Other operating expenses

The breakdown of other operating expenses is as follows:

	2024	2023
Professional services expenses	11,445	14,224
Marketing and sales	1,674	1,889
Other general and administrative expenses	9,388	117
Total	22,508	16,230

Higher other general and administrative expenses are mainly driven by the increase of intercompany expenses from related parties which are no longer consolidated within this group.

6Other depreciation and amortisation

Note

2024

2023

Depreciation and impairment other property and equipment

2,152

2,899

Amortisation and impairment of intangible assets

1,074

701

Total

3,226

3,600

7Other income

This caption includes the positive fair value adjustment on the investment in equity instruments related to SG Fleet Group for an amount of EUR 0.8 million (2023: positive fair value adjustment of EUR 10.0 million, the dividend income of EUR 4.4 million from these investments in 2023), and the loss on sale of SG Fleet Group equity instruments of EUR 2.7 million (2023 EUR 1.1 million).

8Income tax expenses

The income tax expenses in the statement of profit or loss can be shown as follows:

	2024	2023
Current tax
Current tax on profits for the year	17,182	167,128
Adjustments in respect of prior years	(4,637)	9,146
Total current tax	12,545	176,274
Deferred tax
Origination and reversal of temporary differences	21,908	29,078
Changes in tax rates	-	11,127
Adjustments in respect of prior years	4,798	(13,110)
Total deferred tax	26,706	27,094
Total	39,250	203,369

The deferred tax adjustments in respect of prior years mainly includes the movement in the deferred tax assets in relation to recognised tax losses resulting in a tax charge of EUR 4.6 million (2023: a tax credit of 2.2 million). Tax expense on continuing operations' excluded the Group’s share of tax expense of the equity-accounted investees of EUR 7.5 million (2023: EUR 4.6 million), which has been included in ‘share of profit of equity accounted investees, net of tax’. The amount also excluded the tax expense from the discontinued operations of

Ayvens Bank N.V. Annual report 2024 76

EUR 118.4 million (2023: EUR 278.1 million) included in ‘profit (loss) from discontinued operation, net of tax’ (see note 6) and the tax expense on the gain on sale of the discontinued operation is exempt (participation exemption).

Further information on deferred tax assets and liabilities is presented in note 22.

Effective tax rate reconciliation

The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the basic nominal tax rate of the domicile country (25.8%) of the parent and is as follows:

	%	2024	%	2023
Profit before tax:		223,530		614,054
Tax calculated at domicile country nominal tax rate	25.8%	57,671	25.8%	158,426
Effect of different tax rates in foreign countries		2,914		(2,579)
Weighted average taxation	27.1%	60,585	25.4%	155,847
Income not subject to tax		-		(459)
Effect of share of profits of equity-accounted investees		(3,582)		(4,711)
Tax incentives		-		(8,028)
Expenses not deductible for tax purposes		838		70,630
Expenses deductible for tax purposes		(18,751)		(17,072)
Changes in tax rates		-		11,127
Adjustments in respect of prior years:
Current tax		(4,637)		9,146
Deferred tax		4,798		(13,110)
Total effective taxation	17.6%	39,250	33.1%	203,369

The weighted average of the local tax rates applicable to the Group for 2024 is 27.1% (2023: 25.4%) which is higher than the domicile country nominal tax rate of 25.8% predominantly as a result of the Group realising profit also in an other jurisdictions which has a higher tax rate.

Expenses deductible for tax purposes for 2024 includes mainly the effect of the deduction of interest on AT1 instruments.

OECD Pillar Two model rules

OECD Pillar Two model rules On December 14, 2022, the Council of the EU adopted the Pillar Two directive (the Global AntiBase Erosion Proposal or “GloBE” – EU Directive 2022/2523). It states that large multinationals will be required to compute their effective tax rate according to the GloBE rules (referred to as GloBE income and GloBE effective tax rate) in each jurisdiction where they operate. They will be liable to pay a top-up tax for the difference between their GloBE effective tax rate in that jurisdiction and the GloBE rate set of 15%. For Ayvens Bank, the new rules are applicable as of fiscal year 2024. No impact or exposure are expected related to Pillar II.

The tax charge/credit relating to components of other comprehensive income is as follows:

	2024			2023
	Before tax	Tax (charge)/ credit	After tax	Before tax	Tax (charge)/ credit	After tax
Post-employment benefit reserve	-	-	-	(4,724)	1,128	(3,596)
Exchange rate differences	30,169	-	30,169	(163,685)	-	(163,685)

Ayvens Bank N.V. Annual report 2024 77

Total

30,169

(168,409)

1,128

(167,281)

Ayvens Bank N.V. Annual report 2024 78

9Discontinued operations

During 2024 the Company sold all subsidiaries (except LeasePlan Arrendamento Mercantil S.A. and control was transferred for two subsidiaries now classified as equity investments), refer to General Note 2 Major events of the period.

The subsidiaries were not previously classified as held for sale or as a discontinued operation. The comparative consolidated statement of profit or loss and OCI has been re-presented to show the discontinued operation separately from continuing operations.

In 2023, LeasePlan Czech Republic, LeasePlan Finland and LeasePlan Luxembourg were sold after having been classified from November 2022 as a discontinued operation and are presented under a separate caption of the statement of Profit or Loss (Net result from discontinued operations).

Furthermore, in 2023, LeasePlan Russia has been classified as a discontinued operation and is presented under a separate caption in the Profit or loss statement. In December 2023, an impairment of EUR 19 million was recognised for LeasePlan Russia. LeasePlan Russia has been sold in February of 2024.

The comparative condensed consolidated statement of profit or loss and other comprehensive income have been re-presented to show the discontinued operations separately from continuing operations.

The profit of the period is attributable entirely to the owners of the company:

In thousands of euros	2024	2023
External revenues	4,330,561	10,852,441
External expenses	(3,967,511)	(9,572,868)
Income tax expenses	(94,893)	(278,069)
Results from operating activities	268,157	1,001,504
Gain on sale of discontinued operation, after tax	557,880	21,081
Net result from discontinued operations	826,038	1,022,585

The profit from discontinued operation is attributable entirely to the owners of the Company.

Cash flow from (used in) discontinued operations:

	2024	2023
Net cash inflow/(outflow) from operating activities	401,665	(1,200,359)
Net cash inflow/(outflow) from investing activities	(13,866)	(183,395)
Net cash inflow/outflow from financing activities	(196,343)	1,456,363
Net movement in cash and balances with banks	191,456	72,609

Ayvens Bank N.V. Annual report 2024 79

Composition of gain on sale of discontinued operations:

	2024
Consideration received - Cash	4,998,847
Net asset value and related costs of discontinued operations	(4,440,967)
Gain on sale of subsidiaries 1	557,880

1 tax exempt

In thousands of euros	2024
Cash and balances at central banks	-
Receivables from financial institutions	688,166
Lease receivables from clients	2,185,578
Property and equipment under operating lease, rental fleet and vehicles available for lease	22,657,088
Other assets	3,353,420
Other liabilities	24,553,894
Net assets and liabilities	4,330,359
Consideration received, satisfied in cash	4,998,847
Cash and cash equivalents disposed of	688,166
Net cash inflow	4,310,681

10Cash and cash equivalents

The breakdown of cash and cash equivalents for the purpose of the statement of cash flows is as follows:

	Note	2024	2023
Cash and balances at central banks		4,335,640	3,535,583
Deposits with banks		-	526,174
Call money, cash at banks	12	5,664	182,600
Bank overdrafts	26	(2)	(159,321)
Cash and cash equivalents excluding those related to assets held for sale		4,341,302	4,085,036
Cash and cash equivalents related to assets held for sale		-	15,300
Balance as at 31 December for the purpose of the statement of cash flows		4,341,302	4,100,336

All cash and balances at central banks are available at call except for the mandatory reserve deposits at the Dutch Central Bank. These reserve cash deposits are the so-called minimum reserves required to be held with respective national banks for successive periods of four to five weeks as part of the monetary policy of the ECB. Due to cash reserve requirements, banks depend on the ECB’s liquidity‑providing mechanism for their liquidity needs. The mandatory reserve deposits amounting to EUR 122 million (2023: EUR 107 million) form part of ‘Cash and balances at central banks’.

The average interest rate on the outstanding cash and balances at central banks is 2.8% (2023: 3.8%).

Ayvens Bank N.V. Annual report 2024 80

11Investments in equity and debt securities

Investments in equity and debt securities includes bonds and notes held at amortised cost and equity instruments measured at fair value through profit or loss.

Note

2023

Bonds and Notes held at amortised cost

84,716

Equity instruments at fair value (through profit and loss)

35,040

Balance as at 31 December

119,756

Bonds and notes held at amortised costs were included in Euro Insurance DAC. The entity was sold in April 2024.

In 2023 the equity instruments caption includes the interest in SG Fleet Group and the interest in Constellation Automotive Holdings S.a.r.l.. In 2024 the interest in SG Fleet Group was sold. Please refer to note 7 Other income.

12Receivables from financial institutions

This caption includes amounts receivable from Dutch and foreign banks. Amounts receivable from financial institutions includes call money and current account bank balances that form part of the cash and balances with banks in the cash flow statement.

	Note	2024	2023
Deposits with banks		-	526,174
Call money, cash at banks	10	5,664	182,600
Cash collaterals deposited for securitisation transactions		-	35,256
Cash collaterals deposited for derivative financial instruments		178,054	311,914
Other cash collateral deposited		-	4,340
Balance as at 31 December		183,718	1,060,284

The cash collateral deposited for derivative financial instruments originates from Credit Support Annexes (CSAs) to International Swaps and Derivatives Association (ISDA) master agreements and reference is made to the Financial risk paragraph (strategy in using financial instruments).

The receivables from financial institutions all reside in Stage 1, and there is no significant increase in credit risk as at 31 December 2024. The provision for expected credit losses amounts is nil (2023: EUR 0.4 million).

The maturity analysis is as follows:

	2024	2023
Three months or less	183,718	952,075
Longer than three months, less than a year	-	77,046
Longer than a year, less than five years	-	31,163
Longer than five years	-	-
Balance as at 31 December	183,718	1,060,284

Ayvens Bank N.V. Annual report 2024 81

13Derivative financial instruments

Below is a summary disclosure of the hedging instruments. The carrying amounts of all hedging instruments of the Group are included in the balance sheet line item ‘Derivative financial instruments’ for both asset and liability positions.

Hedging gains or losses are recognised in the statement of profit or loss in the caption ‘Unrealised gains/(losses) on financial instruments’.

Hedging instruments

	31 December 2024
Hedging instrument	Notional amounts	Fair value		Change in FV used in calculating hedge ineffectiveness	Change in value of the hedging instrument recognised in OCI	Amounts reclassified from the hedge reserve to profit or loss	Hedge ineffectiveness recognized on hedge relationships, in profit or loss
	Notional amounts	Assets	Liabilities	Change in FV used in calculating hedge ineffectiveness	Change in value of the hedging instrument recognised in OCI
Fair value hedge
Interest rate swaps	-	-	-	187,789	-	-	181
Cross currency swaps/forwards	-	-	-	291	-	-	(49)
Total Derivatives in hedge	-	-	-	188,081	-	-	133
Interest rate swaps	11,327,500	36,730	183,702	(124,071)	-	-	-
Cross currency swaps/forwards	284,868	2,276	18,179	(16,008)	-	-	-
Total Derivatives not in hedge	11,612,368	39,006	201,881	(140,079)	-	-	-
Total	11,612,368	39,006	201,881	48,001	-	-	133

	31 December 2023
Hedging instrument	Notional amounts	Fair value		Change in FV used in calculating hedge ineffectiveness	Change in value of the hedging instrument recognised in OCI	Amounts reclassified from the hedge reserve to profit or loss	Hedge ineffectiveness recognized on hedge relationships, in profit or loss
	Notional amounts	Assets	Liabilities	Change in FV used in calculating hedge ineffectiveness	Change in value of the hedging instrument recognised in OCI
Fair value hedge
Interest rate swaps	3,914,136	1,880	210,205	179,157	-	-	3,257
Cross currency swaps/forwards	25,536	-	3,266	629	-	-	52
Total Derivatives in hedge	3,939,672	1,880	213,471	179,786	-	-	3,309
Interest rate swaps	22,453,956	190,166	150,318	(210,853)	-	-	-
Cross currency swaps/forwards	6,265,338	121,206	146,997	(69,327)	-	-	-
Total Derivatives not in hedge	28,719,294	311,372	297,315	(280,180)	-	-	-
Total	32,658,967	313,252	510,785	(100,393)	-	-	3,309

Ayvens Bank N.V. Annual report 2024 82

Hedged items

Below is a summary disclosure of the hedged items. A number of fixed rate bonds included in fair value hedges are measured at amortised cost and are constantly being adjusted for gains/losses attributable to the interest rate being hedged.

	31 December 2024
Hedged item	Notional amounts	Fair value		Change in value of the hedged item (calculating hedge ineffectiveness)	Amount of FVH* adjustment included in the carrying amount
	Notional amounts	Assets	Liabilities		Amount of FVH* adjustment included in the carrying amount
Fair value hedge
Interest rate swaps	-	-	-	(100,783)	-
Cross currency swaps/forwards	-	-	-	(340)	-
Total Derivatives in hedge	-	-	-	(101,123)	-

	31 December 2023
Hedged item	Notional amounts	Fair value		Change in value of the hedged item (calculating hedge ineffectiveness)	Amount of FVH* adjustment included in the carrying amount
	Notional amounts	Assets	Liabilities		Amount of FVH* adjustment included in the carrying amount
Fair value hedge
Interest rate swaps	3,914,136	-	(3,749,876)	(175,899)	187,608
Cross currency swaps/forwards	22,241	-	(22,240)	(578)	340
Total Derivatives in hedge	3,936,377	-	(3,772,116)	(176,477)	187,948

* FVH Fair value hedge – CFH Cash flow hedge

Ayvens Bank N.V. Annual report 2024 83

14Other receivables and prepayments

This item includes prepayments in respect of expenses attributable to a subsequent period and amounts still to be received, rebates and bonuses receivable, as well as to amounts that are not classified under any other asset.

The other receivables and prepayments have a remaining maturity of less than one year.

	2024	2023
Related parties receivables	371,497	2,148
Deferred payments sale of subsidiaries	259,890	233,361
Rebates and bonuses and commissions receivable	46	333,720
Prepaid lease related expenses	8,750	206,462
VAT and other taxes	177	303,770
Reclaimable damages	-	52,310
Other prepayments and accrued income	4,261	236,318
Related parties interest receivables	78,149	-
Interest to be received	378	5,148
Reinsurance contracts held that are assets	-	43,367
Other receivables	1,729	131,273
Balance as at 31 December	724,876	1,547,878

Balances written-off from other receivables were not significant for the years 2024 and 2023.

The Expected Credit Losses for Rebates and bonuses and commission receivable, Reclaimable damages and Reinsurance assets amount to EUR - million (2023: EUR 8 million).

For reinsurance and insurance contract assets reference is made to Note 28 Provisions.

15Inventories

Following the sale of the subsidiaries in 2024, only inventories for cars and trucks from terminated lease contracts and new cars and trucks in stock for the remaining Brazilian entity are included.

	Note	2,024	2023
Cars and trucks from terminated lease contracts	18	1,322	334,551
Valuation allowance		-	(2,301)
Carrying amount cars and trucks from terminated lease contracts		1,322	332,250
New cars and trucks in stock		-	5,581
Balance as at 31 December		1,322	337,831

Ayvens Bank N.V. Annual report 2024 84

16Loans to investments accounted for using the equity method and related parties

The loans to investments accounted for using the equity method are accounted for at amortised cost (less impairment) and the maturity analysis is as follows:

	2024	2023
Loans to related parties	17,842,946	-
Loans deposited	-	39,500
Balance as at 31 December	17,842,946	39,500

	2024	2023
Three months or less	8,425,713	13,000
Longer than three months, less than a year	3,900,530	26,500
Longer than a year, less than five years	5,516,703	-
Balance as at 31 December	17,842,946	39,500

No impairment recognised in 2024 (nil in 2023).

Loans to related parties mainly consist of loans receivable amounting to EUR 15.57 billion to the Ayvens Treasury Center, and loans receivable to the parent company’s subsidiaries LeasePlan Italy and LeasePlan India (EUR 2.26 billion). The loans to LeasePlan Italy and LeasePlan India have been terminated in full in January 2025 due to the transfer to Ayvens Treasury Center. An amount of EUR 2.1 billion is presented as per the contractual terms as of December 2024, in the longer than three months buckets.

As at 31 December 2024, no credit facilities have been outstanding with former investments accounted for using the equity method amounting (2023: EUR 39.5 million out of which the drawn amount is 2023: EUR 39.5 million).

17Lease receivables from clients

This item includes amounts receivable under lease contracts and trade receivables, after deduction of allowances for impairment, where necessary.

	2024	2023
Amounts receivable under finance lease contracts	-	1,572,187
Trade receivables	14,391	781,637
Impairment	(448)	(55,744)
Balance as at 31 December	13,944	2,298,080

The maturity analysis is as follows:

	2024	2023
Three months or less	14,391	913,966
Longer than three months, less than a year	-	399,066
Longer than a year, less than five years	-	1,030,613
Longer than five years	-	10,180
Impairment	(448)	(55,744)
Balance as at 31 December	13,944	2,298,080

Reference to the fair value of the receivables is made in Note 36 Fair value of financial instruments.

Ayvens Bank N.V. Annual report 2024 85

Trade receivables represent unpaid, current lease receivables under existing operating lease contracts or receivables related to inventory sales.

The impairment allowance of EUR0.4 million (2023: EUR 55.7 million) includes EUR - million (2023: EUR 2.8 million) related to invoices under commercial disputes and EUR 0.4 million (2023: EUR 53.0 million) of expected credit loss (ECL) recognised under IFRS 9.

Impairment allowance

The ECL allowances include lifetime expected credit losses amounting to EUR - million (year-end 2023: EUR 12.4 million) for non-credit impaired lease receivables and EUR 0.4 million (year-end 2023: EUR 40.5 million) for credit impaired lease receivables. In 2024, changes in the ECL allowance mainly relates to the exclusion of several subsidiaries (please see Note 9 Discontinued operations).

The table below summarises the movements in the expected credit loss allowances related to lease receivables.

Changes in loss allowance	Lease receivables from clients that are not credit impaired	Lease receivables from clients that are credit impaired	Total
Balance as at 1 January 2023	12,477	34,680	47,156
Sale of subsidiaries	(2)	-	(2)
Increases due to origination and acquisition of lease contracts	5,176	415	5,591
Decreases due to derecognition of lease contracts	(1,484)	(220)	(1,704)
Changes due to change in credit risk (net remeasurement)	(4,229)	25,291	21,062
Changes due to modifications without derecognition (net)	420	105	525
Decrease in allowance due to write-offs	-	(19,587)	(19,587)
Currency translation adjustments and other	81	(165)	(84)
Balance as at 31 December 2023	12,438	40,519	52,957
Sale of subsidiaries	(12,329)	(47,993)	(60,322)
Increases due to origination and acquisition of lease contracts	556	1,036	1,592
Decreases due to derecognition of lease contracts	(535)	(12)	(547)
Changes due to change in credit risk (net remeasurement)	(331)	13,066	12,735
Decrease in allowance due to write-offs	-	(6,300)	(6,300)
Currency translation adjustments and other	201	132	333
Balance as at 31 December 2024	-	448	448

Ayvens Bank N.V. Annual report 2024 86

The following table provides information on the changes in gross carrying values of lease receivables.

Changes in Gross Carrying Values	Lease receivablesfrom clients that arenot credit impaired	Lease receivablesfrom clients that arecredit impaired	Total
Balance as at 31 December 2022	2,013,956	84,034	2,097,990
Transfers between stages	(11,662)	11,662	-
Sale of subsidiaries	(78,572)	(306)	(78,878)
Assets held for sale	75,704	422	76,126
Acquisitions	5,613	77	5,690
Additions	678,906	-	678,906
Terminated contracts	(184,924)	-	(184,924)
Redemptions	(390,908)	-	(390,908)
Write-offs	-	(13,931)	(13,931)
Currency translation adjustments	8,035	280	8,315
Other movements	191,525	2,282	193,807
Balance as at 31 December 2023	2,307,673	84,520	2,392,193
Transfers between stages	819	(819)	-
Sale of subsidiaries	(2,218,609)	(93,625)	(2,312,234)
Additions	83,756	-	83,756
Terminated contracts	(32,077)	-	(32,077)
Redemptions	(113,798)	(4)	(113,802)
Write-offs	-	(3,343)	(3,343)
Currency translation adjustments	(5,408)	(26)	(5,434)
Other movements	(8,413)	13,745	5,332
Balance as at 31 December 2024	13,944	448	14,391

Following the integration of Ayvens Bank into the larger Ayvens group of companies, alignment of IFRS 9 calculation methods was implemented, to use the simplified approach.

2023	Corporate clients		Retail clients - UK		Retail clients - NL		Other	Total
	ECL	Sensitivity	ECL	Sensitivity	ECL	Sensitivity	ECL	ECL	Sensitivity
Carrying value of ECL	3,237	-	8,174	-	37	-	989	12,436	-
ECL base	2,503	-	5,965	-	34	-	921	9,424	-
Optimistic scenario	143	6%	139	2%	-	(0)%	(9)	273	3%
Adverse scenario	734	29%	2,208	37%	3	8%	67	3,012	32%

Ayvens Bank N.V. Annual report 2024 87

Finance lease contracts

The amounts receivable from clients includes finance lease receivables, which can be analysed as follows:

Gross investment in finance leases, with remaining maturities.

	2023
Not longer than a year	565,748
Longer than a year, less than two years	462,434
Longer than two years, less than three years	373,158
Longer than three years, less than four years	181,017
Longer than four years, less than five years	106,855
Longer than five years	42,284
	1,731,497
Unearned finance income on finance lease	171,229
Net investment in finance leases	1,560,268

Net investment in finance leases, with remaining maturities

	2023
Not longer than a year	525,415
Longer than a year, less than five years	996,905
Longer than five years	37,948
Balance as at 31 December	1,560,268

Ayvens Bank N.V. Annual report 2024 88

18Property and equipment under operating lease, rental fleet and vehicles available for lease

	Note	Operating lease	Rental fleet	Vehicles available for lease	Total
Cost		26,351,463	615,673	444,129	27,411,265
Accumulated depreciation and impairment		(7,140,261)	(120,609)	-	(7,260,870)
Carrying amount as at 31 December 2022		19,211,202	495,064	444,129	20,150,395
Restatement due to hyperinflation		324,949	13,599	12,682	351,230
Carrying amount as at 1 January 2023		19,536,151	508,663	456,812	20,501,625
Acquired through business combinations		97,555	1,114	-	98,670
Sale of subsidiary		(61,876)	(1,320)	-	(63,196)
Purchases/additions		8,836,615	411,349	630,530	9,878,494
Disposals		(2,743,495)	(207,457)	-	(2,950,953)
Transfer from vehicles available for lease		446,669	-	(446,669)	-
Transfer to inventories	15	(334,551)	-	-	(334,551)
Depreciation		(3,463,476)	(104,236)	-	(3,567,712)
Impairment charge		(46,764)	-	-	(46,764)
Impairment reversal		10,161	-	-	10,161
Transfer to assets held for sale		(31,752)	-	-	(31,752)
Currency translation adjustments		(262,206)	(6,380)	(9,217)	(277,803)
Carrying amount as at 31 December 2023		21,983,031	601,733	631,455	23,216,219
Cost		29,617,973	742,028	631,455	30,991,456
Accumulated depreciation and impairment		(7,634,942)	(140,295)	-	(7,775,237)
Carrying amount as at 31 December 2023		21,983,031	601,733	631,455	23,216,219
Restatement due to hyperinflation		91,914	5,250	2,292	99,457
Carrying amount as at 1 January 2024		22,074,945	606,983	633,747	23,315,676
Sale of subsidiaries		(21,544,203)	(581,874)	(531,012)	(22,657,088)
Purchases/additions		2,026,776	58,144	544,334	2,629,254
Disposals		(1,133,781)	(55,088)	-	(1,188,869)
Transfer from vehicles available for lease		631,235	-	(631,235)	-
Depreciation		(1,477,112)	(27,003)	-	(1,504,116)
Impairment charge		(30,311)	-	-	(30,311)
Impairment reversal		16,345	-	-	16,345
Change of method		(240,648)	-	(42)	(240,690)
Currency translation adjustments		(105,795)	(1,162)	(1,074)	(108,031)
Carrying amount as at 31 December 2024		217,451	-	14,717	232,168
Cost		260,905	-	14,717	275,622
Accumulated depreciation and impairment		(43,454)	-	-	(43,454)
Carrying amount as at 31 December 2024		217,451	-	14,717	232,168

Ayvens Bank N.V. Annual report 2024 89

The depreciation of the rental fleet is presented in the consolidated statement of profit or loss in the line item ‘Additional service cost’.

The Group periodically assesses whether, as a result of changes in the estimated residual value and/or the useful life of the property and equipment under operating leases, prospective adjustments to the depreciation charges are required at consolidated level. During 2024, EUR 61.7 million prospective depreciation adjustment was recorded that decreased the depreciation during the period (2023: EUR 560 million).

Impairments

The net impairment charge for 2024 amounts to EUR 1.6 million (2023: EUR 36.6 million). In addition, the assets-held-for-sale caption of 2023 included a 19 million impairment of the portfolio in Russia to reflect the expected selling price. The full amount of impairments of EUR 51 million has been derecognised through the sale subsidiaries during 2024.

Asset-backed securitisation transactions

The asset-backed securitisation transactions, have been derecognised due to the sale of the subsidiaries including the transfer of the asset-backed securitisation transactions.

	2023
Bumper BE	402,977
Bumper DE S.A.	573,173
Bumper FR 2022-1	512,357
Bumper NL 2020-1 B.V.	249,693
Bumper NL 2022-1 B.V.	558,027
Bumper NL 2023-1 B.V.	627,430
Bumper UK 2021-1 Finance PLC	132,234
Total	3,055,892

Operating lease payments

An approximation of the future minimum lease payments under non-cancellable operating leases in aggregate and for each of the following periods can be summarised as follows:

	2024	2023
Not longer than a year	60,210	3,791,419
Longer than a year, less than five years	157,951	7,551,887
Longer than five years	-	78,709
Total maturity	218,161	11,422,015

Undiscounted lease payments to be received under operating leases, with remaining maturities:

	2024	2023
Not longer than a year	60,210	8,388,690
Longer than a year, less than two years	88,402	6,002,865
Longer than two years, less than three years	60,488	4,864,171
Longer than three years, less than four years	9,060	3,452,731
Longer than four years, less than five years	-	1,051,931
Longer than five years	-	225,081
Total maturity	218,161	23,985,468

Ayvens Bank N.V. Annual report 2024 90

19Other property and equipment

The composition between owned and leased assets is presented in the following table:

	31 December 2024	31 December 2023
Owned	555	78,445
Leased	6,204	132,357
Total	6,760	210,802

	Note	Property	Equipment	Total
Carrying amount as at 31 December 2022		153,219	87,495	240,714
Restatement due to hyperinflation		146	1,571	1,717
Carrying amount as at 1 January 2023		153,365	89,066	242,431
Acquired through business combinations		-	123	123
Sale of subsidiary		1,146	(1,189)	(43)
Purchases/additions		25,516	36,497	62,013
Disposals		(11,750)	(24,624)	(36,374)
Impairment charge		(985)	-	(985)
Impairment reversal		-	7	7
Transfer to held for sale		(79)	(179)	(258)
Depreciation	6	(34,155)	(21,063)	(55,218)
Currency translation adjustments		388	(1,284)	(896)
Carrying amount as at 31 December 2023		133,446	77,356	210,802
Cost		281,823	198,708	480,531
Accumulated depreciation and impairment		(148,377)	(121,352)	(269,729)
Carrying amount as at 31 December 2023		133,446	77,356	210,802
Restatement due to hyperinflation		-	354	354
Carrying amount as at 1 January 2024		133,446	77,710	211,155
Purchases/additions		3,132	8,011	11,142
Disposals		(2,709)	(5,263)	(7,971)
Change of method		-	(906)	(906)
Depreciation	6	(9,230)	(5,300)	(14,529)
Sale of subsidiaries		(117,040)	(73,827)	(190,867)
Currency translation adjustments		(839)	(425)	(1,264)
Carrying amount as at 31 December 2024		6,760	-	6,760
Cost		17,134	429	17,563
Accumulated depreciation and impairment		(10,374)	(429)	(10,803)
Carrying amount as at 31 December 2024		6,760	-	6,760

The title to the other property and equipment is not restricted and these assets are not pledged as security for liabilities.

Ayvens Bank N.V. Annual report 2024 91

Below is presented the disclosure related to IFRS 16. The leased assets mainly include property such as buildings and IT and other equipment. Information regarding leased assets is presented in the table below:

	Property	Equipment	Total
Carrying amount as at as at 31 December 2022	148,447	4,619	153,066
Restatement due to hyperinflation	146	-	146
Carrying amount as at 1 January 2023	148,593	4,619	153,212
Sale of subsidiary	1,098	-	1,098
Purchases/additions	25,124	29	25,153
Disposals	(11,750)	-	(11,750)
Impairment charge	(984)	-	(984)
Depreciation	(33,485)	(1,192)	(34,677)
Transfer	(79)	-	(79)
Currency translation adjustments	381	4	385
Carrying amount as at 31 December 2023	128,896	3,460	132,357
Carrying amount as at 1 January 2024	128,896	3,460	132,357
Purchases/additions	2,293	165	2,458
Disposals	(2,709)	-	(2,709)
Depreciation	(8,959)	(345)	(9,304)
Currency translation adjustments	(839)	(4)	(843)
Sale of subsidiaries	(112,478)	(3,277)	(115,755)
Carrying amount as at 31 December 2024	6,204	-	6,204

The maturity of the discounted lease liabilities is shown below:

	31 December 2024	31 December 2023
Not longer than a year	2,352	33,240
Longer than a year	5,004	114,768
Total	7,356	148,009

For maturity analysis of undiscounted contractual cash flow of lease liabilities refer to Treasury risk measurement in the Risk management paragraph.

Amounts recognised in statement of profit or loss:

	31 December 2024	31 December 2023
Interest on lease liabilities	(121)	(2,991)
Income from sub-leasing right-of-use assets	-	719
Expenses relating to short-term leases	-	(121)
Expenses relating to leases of low-value assets	-	(75)
Total	(121)	(2,467)

Ayvens Bank N.V. Annual report 2024 92

20Intangible assets

	Note	Internally developed software	Software licenses	Customer relationships	Customer contracts	Goodwill	Assets under construction	TOTAL
Carrying amount as at 31 December 2022		166,740	18,271	953	-	98,604	181,312	465,881
Restatement due to hyperinflation		-	662	-	-	-	-	662
Carrying amount as at 1 January 2023		166,740	18,933	953	-	98,604	181,312	466,543
Sale of subsidiary		-	(5)	-	-	-	-	(5)
Purchases/additions		-	3,001	-	-	-	150,031	153,032
Amortisation	6	(58,531)	(5,003)	(587)	-	-	-	(64,121)
Impairment charge	6	(81,946)	-	-	-	-	(159,932)	(241,878)
Impairment reversal		-	-	-	-		477	477
Transfer to assets held for sale		-	(42)	-	-	-	-	(42)
Assets available for use		119,974	-	-	-	-	(119,974)	-
Currency translation adjustments		(14)	(584)	-	-	-	-	(597)
Carrying amount as at 31 December 2023		146,223	16,301	366	-	98,604	51,914	313,409
Cost		410,810	66,700	14,441	8,000	98,604	211,369	809,924
Accumulated depreciation and impairment		(264,587)	(50,399)	(14,075)	(8,000)	-	(159,454)	(496,515)
Carrying amount as at 31 December 2023		146,223	16,301	366	-	98,604	51,914	313,409
Restatement due to hyperinflation		-	144	-	-	-	-	144
Carrying amount as at 1 January 2024		146,223	16,445	366	-	98,604	51,914	313,554
Purchases/additions		777	1,356	-	-	-	22,428	24,561
Disposals		(2)	-	-	-	-	(758)	(760)
Amortisation	6	(15,721)	(1,893)	(366)	-	-	-	(17,979)
Sale of subsidiaries		(130,754)	(14,960)	-	-	(98,605)	(72,506)	(316,825)
Currency translation adjustments		12	(292)	-	-	-	-	(280)
Carrying amount as at 31 December 2024		536	655	-	-	-	1,078	2,270
Cost		956	4,863	-	-	-	1,078	6,897
Accumulated depreciation and impairment		(420)	(4,208)	-	-	-	-	(4,628)
Carrying amount as at 31 December 2024		536	655	-	-	-	1,078	2,270

The remaining amortisation period for the intangible assets with a finite life is approximately five years.

Ayvens Bank N.V. Annual report 2024 93

21Investments accounted for using the equity method

Principal investments in the consolidated financial statements are:

% of ownership interest

2024

2023

Country of business and incorporation

Activity

Equity accounted investments

LeasePlan Emirates L.L.C.

0.0%

49.0%

Emirate of Abu Dhabi

Leasing

Flottenmanagement GmbH

0.0%

49.0%

Austria

Leasing

PLEASE S.C.S.

0.0%

99.3%

France

Leasing

LeasePlan Mexico S.A. de C.V.

99.9%

100.0%

Mexico

Leasing

Lease Plan Brasil Ltda.

99.9%

100.0%

Brazil

Leasing

All investments accounted for using the equity method in the table above are interests in associates.

LeasePlan Mexico and LeasePlan Brasil

During 2024, the Company sold one share of LeasePlan Mexico and one share of LeasePlan Brazil to Ayvens Subsequently, an arrangement was included in the shareholders' agreement which effectively transferred the voting rights and control from Ayvens Bank to Ayvens, resulting in the loss of control for Ayvens Bank in both subsidiaries.

PLease S.C.S.

PLease is a Société en Commandite Simple (S.C.S.) under French law, whereby the Company is one of the partners. PLease is governed by a steering committee and a strategic committee whereby the Group can nominate two of the four members of each committee. In the steering committee decisions require a majority of its member votes and in the strategic committee decisions can only be taken unanimously.

The amounts recognised in the balance sheet are as follows:

2024

2023

Equity accounted investments

77,909

18,204

Balance as at 31 December

77,909

18,204

The amounts recognised in the statement of profit or loss are as follows:

	2024	2023
Share of profit of equity accounted investees, net of tax	15,489	6,671
Result for the period	15,489	6,671

Ayvens Bank N.V. Annual report 2024 94

The summarised financial information below does not represent the proportionate share of the entity but the actual amount included in the separate financial statements of the material interests in investments accounted for using the equity method.

	2024	2023
	Equity accounted investments	Equity accounted investments
Other current assets	72,646	27,932
Total current assets	72,646	27,932
Total non-current assets	230,225	366,868
Current financial liabilities	5,842	58,787
Current liabilities other	77,227	53,490
Total current liabilities	83,069	112,277
Non-current financial liabilities	141,428	242,053
Other non-current financial liabilities	464	3,527
Total non-current liabilities	141,892	245,580
Net assets (100%)	77,909	36,943

The total assets of joint venture entities amount to EUR 302 million (2023: EUR 395 million), of which EUR - million (2023: EUR 296 million) relate to PLease S.C.S, while EUR 290 million relates to LeasePlan Mexico (2023: -).

The summarised statement of comprehensive income with only the main line items below does not represent the proportionate share of entity, but the actual amount included for the material interests in investments accounted for using the equity method.

2024

2023

Equity accounted investments

Revenues

164,192

171,740

Depreciation and amortisation

(234)

(530)

Interest income

(2,551)

(1,780)

Interest expense

(20,996)

(6,033)

Profit before tax

22,423

11,906

Income tax expenses

(6,708)

(651)

Profit for the period

15,716

11,255

Other comprehensive income net of tax

(1,373)

(160)

Total comprehensive income (100%)

14,342

11,095

Dividend received by the Group

3,427

6,275

Ayvens Bank N.V. Annual report 2024 95

The reconciliation to the proportional share of the Group included in the summarised financial information is as follows:

	2024	2023
	Equity accounted investments	Equity accounted investments
Net assets (100%) as at 1 January	36,943	37,299
Loss of control	78,918	-
Transfer to held for sale	(35,470)	-
Dividend paid	(6,921)	(12,767)
Other movements	(481)	2,314
Result for the year	17,885	11,255
Exchange rate differences	(12,965)	(1,158)
Net assets (100%) as at 31 December	77,909	36,943
Percentage of interest	various	various
Interest in associates/jointly controlled entities	77,909	18,204
Carrying value	77,909	18,204

The amount of net assets is mainly related to LeasePlan Mexico EUR 76.2 million (2023: -) while in 2023 it was mainly related to LeasePlan Emirates L.L.C. EUR 33 million.

22Deferred tax assets and deferred tax liabilities

Deferred tax assets and deferred tax liabilities as at 31 December are attributable to the following:

	Deferred tax assets		Deferred tax liabilities
	2024	2023	2024	2023
Goodwill	-	1,269	-	-
Other intangible fixed assets	-	1,343	176	-
Property and equipment under operating lease	-	43,418	17,335	614,496
Other property and equipment	-	8,976	1,913	28,389
Provisions	350	39,980	-	407
Deferred leasing income	4,766	85,860		22,920
Tax value of losses carry forward recognised	37,308	144,858	-	-
Tax credits and prepayments	-	463	-	-
Fair value gains/losses on financial instruments	10,765		-
Other Receivables	4,206	23,523	-	64,257
Other Payables	-	54,839		6,224
Tax assets / liabilities	57,395	404,528	19,424	736,693
Offset of deferred tax assets and liabilities	(8,265)	(233,689)	(8,265)	(233,689)
Balance as at 31 December	49,130	170,840	11,158	503,004
Net tax position:	37,971	-	-	332,164
Movement net tax position	370,135	(208,201)

Ayvens Bank N.V. Annual report 2024 96

The movement in the net deferred tax position can be summarised as follows:

	Note	2024	2023
Balance as at 1 January		(332,164)	(335,343)
Statement of profit or loss (charge)/credit	8	(26,706)	(27,094)
Tax (charge)/credit relating to components of other comprehensive income	8	-	1,128
Other movements / disposal of subsidiaries		394,755	(4,589)
Exchange rate differences		2,086	33,734
Balance as at 31 December		37,971	(332,164)

The statement of profit or loss (charge)/credit can be broken down as follows:

	Deferred tax assets		Deferred tax liabilities
	2024	2023	2024	2023
Goodwill	-		-	1,275
Other intangible fixed assets	-	520	194
Property and equipment under operating lease	-		8,708	89,979
Other property and equipment	-		405	4,693
Provisions	1,051	8,233	-
Deferred leasing income	4,426	3,256	-
Tax value of losses carry forward recognised	-	1,821	36,739
Tax credits and prepayments	-		-	394
Fair value gains/losses on financial instruments	13,702		-
Other receivables	160	34,863	-
Other payables	-	20,553	-
Movement in deferred tax	19,340	69,247	46,046	96,342
Movement in deferred tax liabilities	(19,340)	(69,247)	(19,340)	(69,247)
Statement of profit or loss (charge)/credit	-	-	26,706	27,094

Ayvens Bank N.V. Annual report 2024 97

Exchange rate differences can be broken down as follows:

	Deferred tax assets		Deferred tax liabilities
	2024	2023	2024	2023
Other intangible fixed assets	18	-	-	-
Property and equipment under operating lease	1,670	33,401	-	-
Other property and equipment	-	-	-	1,696
Provisions	10	53	-	-
Deferred leasing income	455	2,431	-	-
Tax value of losses carry forward recognised	8	-	-	1,910
Tax credits and prepayments	-	-	-	69
Other receivables	-	998	74	-
Other payables	-	527	-	-
Tax (assets)/ liabilities	2,160	37,410	74	3,676
Offset of deferred tax assets and liabilities	(74)	(3,676)	(74)	(3,676)
Exchange rate differences	2,086	33,734	-	-

The Group recognises deferred tax assets for the tax value of losses and tax credits carried forward to the extent that the realisation of the related tax benefit through future taxable profits is probable. The Group has recognised its total deferred tax assets in respect to tax losses (2023: EUR 44.8 million of unrecognised deferred tax asset in respect to tax losses). The group does not have tax credits (2023: EUR 1.3 million of unrecognized tax credits). The group considers it probable that future taxable profits will be available to offset these tax losses (also taking into account expiry dates when applicable).

The expiration profile of the tax credits not recognised can be illustrated as follows:

	2023
Expires within one year	-
Expires after a year, less than five years	1,006
Expires after five years	292
Total	1,298

The expiration profile of the losses carried forward can be illustrated as follows:

Losses	2024	2023
Expire within one year	-	-
Expire after a year, less than five years	-	282
Expire after five years	-	41,911
No expiry date	144,606	563,207
Total	144,606	605,401
Tax value	37,308	144,858

The total tax value of losses carried forward is presented before offsetting the corresponding deferred tax liabilities (which are reflected in the offset of deferred tax assets and liabilities as shown in the first table of this note).

Ayvens Bank N.V. Annual report 2024 98

The deferred tax liability relating to property and equipment under operating leases reverses over the remaining term of the operating lease contracts which ranges from three to four years.

Breakdown of certain net deferred tax asset positions by jurisdiction:

	2024	2023
Netherlands	49,130	59,343
Spain	-	24,530
United Kingdom	-	41,145
Total	49,130	125,018

The table above includes a breakdown of certain net deferred tax asset positions by jurisdiction for which the utilisation is dependent on future taxable profits whilst the related entities have incurred losses in either the current or the preceding year. In 2024, the aggregate amount for the most significant entities is EUR 49.1 million (2023: EUR 125 million). Recognition is based on the fact that it is probable that the entity will have taxable profits before expiration of the deferred tax assets.

23Assets and liabilities classified as held-for-sale

As per 31 December 2023, LeasePlan Russia was classified as held-for-sale.LeasePlan Russia was sold in February 2024.

2023

Receivables from financial institutions

15,343

Other receivables and prepayments

288

Inventories

1,548

Lease receivables from clients

2,226

Property and equipment under operating lease & Rental fleet

10,922

Other property and equipment

258

Intangible assets

Corporate income tax receivable

Assets classified as held-for-sale

30,675

Trade and other payables and Deferred income

4,126

Lease liabilities

Provisions

Deferred tax liabilities

4,680

Liabilities classified as held-for-sale

8,891

Net assets held for sale

21,784

Ayvens Bank N.V. Annual report 2024 99

24Funds entrusted

Funds entrusted includes non-subordinated loans from banks and saving deposits.

The maturity analysis of funds entrusted is as follows:

	2024	2023
Three months or less	2,653,770	8,479,159
Longer than three months less than a year	4,159,267	2,408,779
Longer than a year, less than five years	6,207,206	863,738
Longer than five years	653,042	1,243
Balance as at 31 December	13,673,284	11,752,919

Savings deposits raised by LeasePlan Bank amount to EUR 13.7 billion (2023: EUR 11.7 billion) of which 48.5% (2023: 35.0%) is deposited for a fixed term. LeasePlan Bank is the brand name under which savings deposits are raised by Ayvens Bank, which holds a banking licence in the Netherlands. As of September 2015, Ayvens Bank also operates in the German savings deposit market with a cross-border offering from the Netherlands.

The average interest rates on the outstanding balances of the savings deposits in original maturity terms are as follows:

	2024	2023
Three months or less	1,79%	1.60%
Longer than three months, less than a year	3,01%	2.71%
Longer than a year, less than five years	3,04%	1.53%
Longer than five years	n/a	n/a

The interest rate of the on-demand accounts is set monthly.

The interest payable in the amount of EUR 122.6 million (2023: EUR 55.5 million) is presented in the line-item trade and other payables and deferred income of the statement of financial position.

The funds entrusted outstanding balance is all denominated in EUR. Reference is made to the Risk section (Treasury risk).

25Trade and other payables and deferred income

	2024	2023
Related parties payables	106,497	69,136
Trade payables	5,768	945,462
Deferred leasing income	12,822	334,105
Lease related accruals	1,318	810,783
Other accruals and other deferred amounts owed	9,194	306,533
Related parties interest payables	5,390	7,833
Interest payable	157,415	124,322
Accruals for contract settlements	304	144,799
VAT and other taxes - payable	16	48,161
Balance as at 31 December	298,725	2,791,134

Ayvens Bank N.V. Annual report 2024 100

In 2024 the trade payables have a remaining maturity of less than one year.

The majority of other accruals and other deferred amounts owed contain accruals for intercompany payables.

26Borrowings from financial institutions

This item includes amounts owed to banks under government supervision.

For the maturity analysis refer to Treasury risk measurement in the Risk management paragraph.

On demand amounts owed to financial institutions relating to call money and bank overdraft balances form part of the cash and balances with banks in the cash flow statement. Borrowings from financial institutions include an outstanding balance of EUR 157.4 million (2023: EUR 710.8 million) which is non-euro currency denominated as at 31 December. The remainder of the borrowings from financial institutions is denominated in euro.

The interest payable in the amount of EUR 0.1 million (2023: EUR 19.1 million) is presented in the line-item trade and other payables and deferred income of the statement of financial position.

27Debt securities issued

This item includes negotiable, interest bearing securities, held at amortised cost.

In thousands of euros	2024	2023
Bond and notes - originated from securitisation transactions	-	2,249,238
Bonds and notes - other	3,805,319	5,211,907
Discount and transaction costs	(3,820)	(11,544)
Bonds and notes - other (fair value adjustment)	(86,825)	(187,948)
Balance as at 31 December	3,714,674	7,261,653

There is no pledge nor security for these debt securities except for the bonds and notes which are originated from securitisation transactions.

The debt securities issued include an outstanding balance of EUR - billion (2023: EUR 1.2 billion) which is non-euro currency denominated as at 31 December. The remainder of the debt securities is denominated in euros. The fair value adjustment is attributable to the hedged risk on bonds and notes in fair value hedges.

The average interest rates applicable to the outstanding balances can be summarised as follows:

	2024	2023
Average interest rate	1.6%	2.6%

The interest payable in the amount of EUR 34.7 million (2023: EUR 48.1 million) is presented in the line item trade and other payables and deferred income of the statement of financial position.

For the maturity analysis refer to the Treasury risk measurement in the Risk management section.

Ayvens Bank N.V. Annual report 2024 101

The caption ‘Bonds and notes – originated from securitisation transactions’ can be detailed as follows:

2023

Bumper BE

285,173

Bumper FR 2022-1

381,226

Bumper DE S.A. 2023-1

500,000

Bumper NL 2020-1 B.V.

86,093

Bumper NL 2022-1 B.V.

450,000

Bumper NL 2023-1 B.V.

500,000

Bumper 8 (UK) Finance plc

50,177

Total

2,252,668

The Bonds and notes – originated from securitisation transactions, have been derecognised due to the sale of the subsidiaries including the transfer of the asset-backed securitisation transactions.

In February 2023, Bumper DE 2023-1 was issued for a total of EUR 500 million of asset-backed security senior notes. In September 2023, Bumper NL 2023-1 was issued for a total of EUR 500 million of asset-backed security senior notes. In September 2023, Bumper NL 2022-1 was extended for a total of EUR 400 million. There was an additional draw-down under the related facility in December 2023 for EUR 50 million, leaving EUR 50 million left undrawn of the total facility of EUR 500 million.

28Provisions

	2024	2023
Insurance contracts liability	-	438,841
Damage services provision	-	192,021
Post-employment benefits	-	14,450
Other provisions	2,112	89,254
Balance as at 31 December	2,112	734,566

The majority of provisions are expected to be recovered or settled within 12 months.

Insurance and reinsurance contracts

2023

Assets

Liabilities

Net

Insurance contract liabilities

438,841

Reinsurance contract held

43,367

Total Insurance issued and reinsurance held

(43,367)

438,841

395,474

The roll-forward of net asset or liability for insurance contracts reported as insurance provisions issued showing the liability (and asset) for remaining coverage and the liability for incurred claims for all insurance products issued by Euro Insurances DAC. Applying the exemption in IFRS 17 the comparative disclosure is not included.

Ayvens Bank N.V. Annual report 2024 102

	Liabilities for remaining coverage		Liabilities for incurred claims		Assets for insurance acquisition cash flows	Total
	Excluding loss component	Loss component	Estimates of the present value of future cash flows	Risk adjustment
Insurance contract liabilities as at 1 January 2024	(5,969)	7,700	417,410	19,699	-	438,841
Insurance contract assets as at 1 January 2024	-	-	-	-	-	-
Net insurancecontract (assets)/liabilities as at 1 January 2024	(5,969)	7,700	417,410	19,699	-	438,841
insurance revenue	(100,494)	-	-	-	-	(100,494)
insurance service expenses	2,642	(2,023)	88,811	(210)	-	89,220
Amortisation of insurance acquisition cash flows	2,642	-	-	-	-	2,642
Losses on onerous contracts and reversals of those losses	-	(2,023)	-	-	-	(2,023)
Changes to liabilities for incurred claims	-	-	88,811	(211)	-	88,600
Insurance service result	(97,852)	(2,023)	88,811	(210)	-	(11,274)
Effect of movements in exchange rates	-	(246)	(219)	(102)	-	(567)
Total changes in the statement of comprehensive income Cash flows	(97,852)	(2,268)	88,592	(313)	-	(11,841)
Premiums received/	110,176	-	-	-	-	110,176
Claims and other expenses paid	-	-	(68,272)	-	-	(68,272)
Insurance acquisition cash flows	(2,642)	-	-	-	-	(2,642)
Total cash flows	107,533	-	(68,272)	-	-	39,262
Sale of subsidiaries	(3,713)	(5,432)	(437,731)	(19,387)	-	(466,262)
Net insurance contract (assets)/liabilities as at 31 December 2024	-	-	-	-	-	-

Ayvens Bank N.V. Annual report 2024 103

Insurance contract liability

	Liabilities for remaining coverage		Liabilities for incurred claims		Assets for insurance acquisition cash flows	Total
	Excluding loss component	Loss component	Estimates of the present value of future cash flows	Risk adjustment
Insurance contract liabilities as at 1 January 2023	1,037	4,978	379,647	11,771	-	397,433
Insurance contract assets as at 1 January 2023	-	-	-	-	-	-
Net insurance contract (assets)/liabilities as at 1 January 2023	1,037	4,978	379,647	11,771	-	397,433
Insurance revenue	(353,397)	-	-	-	-	(353,397)
Insurance service expenses	13,658	3,002	274,242	3,424	-	294,327
Incurred claims and other expenses	-	-	369,499	10,096	-	379,595
Amortisation of insurance acquisition cash flows	13,658	-	-	-	-	13,658
Losses on onerous contracts and reversals of those losses	-	3,002	-	-	-	3,002
Changes to liabilities for incurred claims	-	-	(95,257)	(6,671)	-	(101,928)
Insurance service result	(339,739)	3,002	274,242	3,424	-	(59,071)
Effect of movements in exchange rates	-	(279)	(6,549)	4,504	-	(2,324)
Total changes in the statement of comprehensive income Cash flows	(339,739)	2,723	267,693	7,928	-	(61,395)
Premiums received/	346,392	-	-	-	-	346,392
Claims and other expenses paid	-	-	(229,930)	-	-	(229,930)
Insurance acquisition cash flows	(13,658)	-	-	-	-	(13,658)
Total cash flows	332,734	-	(229,930)	-	-	102,803
Net insurance contract (assets)/liabilities as at 31 December 2023	(5,969)	7,700	417,410	19,699	-	438,841
Insurance contract liabilities as at 31 December 2023	(5,969)	7,700	417,410	19,699	-	438,841
Insurance contract assets as at 31 December 2023	-	-	-	-	-	-
Net insurance contract (assets)/liabilities as at 31 December 2023	(5,969)	7,700	417,410	19,699	-	438,841

The development of insurance claims incurred provides insight in the estimate of the ultimate value of expected claims. The top half of the table below illustrates how the Group’s estimate of total insurance claims outstanding for each accident year has changed at successive year ends. The bottom half of the table below reconciles the

Ayvens Bank N.V. Annual report 2024 104

cumulative claims to the amounts in the balance sheet provisions. The accident year basis is considered the most appropriate for the business written by the Group.

<2018

2019

2020

2021

2022

2023

Total

At end of accident year

981,258

139,265

94,993

117,661

138,924

252,289

one year later

948,095

142,106

90,048

113,718

202,522

two years later

938,705

140,191

98,738

207,270

three years later

925,955

118,717

141,237

four years later

923,578

146,565

five years later

1,719,205

Estimate of cumulative claims

1,719,205

146,565

141,237

207,270

202,522

252,289

2,669,088

Cumulative payments to date

(1,602,083)

(133,667)

(109,905)

(112,747)

(128,213)

(111,590)

(2,198,205)

Effect of discounting

(5,154)

(1,509)

(3,146)

(6,289)

(5,690)

(11,985)

(33,774)

Total gross outstanding claim liabilities

111,968

11,388

28,186

88,234

68,619

128,714

437,110

Less: Reinsurance

13,921

882

3,927

2,948

4,136

17,552

43,367

Gross outstanding claim liabilities net of Reinsurance

98,047

10,506

24,259

85,286

64,483

111,162

393,743

The expected maturity analysis of the gross outstanding damage liabilities excluding reinsurance is as follows:

	2023
Not longer than 1 year	258,916
Between 1-2 years	74,603
Between 2-5 years	65,826
Longer than 5 years	39,496
TOTAL	438,841

Damage services provision

The majority of damage service provisions are expected to be recovered or settled within 12 months.

Balance as at 31 December 2023	192,021
Sale of subsidiaries	(2)
Additions recognisedin income statement	68,671
Reversals	(8,518)
Usage	(56,219)
Transfer to held for sale	(195,892)
Currency translation adjustments	(62)
Balance as at 31 December 2024	-

Provision for post-employment benefits

The provision for post-employment benefits comprises both defined benefit pension plans and other post-employment benefits. The Group operates a number of pension plans around the world. Most of these pension plans are defined contribution plans. The Group has sponsored defined benefit pension plans and the total number of participants in these pension plans is nil (2023: 1,354) of whom - are active employees and - are inactive participants. The plans are final salary pension plans, which provide benefits to members in the form of a

Ayvens Bank N.V. Annual report 2024 105

guaranteed level of pension payable for life. The level of benefits provided depends on members’ length of service and their salary in the final years leading up to retirement. In the plans, pensions generally do not receive inflationary increases once in payment. The benefit payments are from trustee administered funds. Plan assets held in trusts are governed by local regulations and practice, as is the nature of the relationship between the company and the trustees (or equivalent) and their composition. In addition, the Group operates other post-employment benefit plans in three countries for legally required termination indemnities, which are payable at either the retirement date or the date the employee leaves the Group. The amount of the benefit depends on the length of service of the employee at the dismissal or retirement date. The majority of these plans are unfunded where the company meets the benefit payment obligation as it falls due. The total number of participants of these other post-employment benefit plans is nil (2023: 366).

The provision for the defined benefit liability recognised in the balance sheet is as follows:

	2023
Present value of funded obligations	41,693
Fair value of plan assets	(37,049)
Asset ceiling	-
Deficit of funded plans	4,644
Present value of unfunded obligations	9,806
Total deficit of defined benefit plans as per 31 December	14,450

The impact of minimum funding requirement/asset ceiling is nil in 2023.

The valuations of provisions for post-employment benefits are performed by independent qualified actuaries on an annual basis.

Ayvens Bank N.V. Annual report 2024 106

The following tables summarise the impact on the balance sheet, payment obligations, assets and economic assumptions in respect of the main post-employment benefits in the various countries.

	Note	Present value of obligation	Fair value of plan assets	Asset ceiling	Total
Balance as at 1 January 2023		49,720	(39,045)	164	10,839
Current service cost	4	2,002	-	-	2,002
Interest expense/(income)	4	1,727	(1,358)	-	370
Past service costs and gains and losses on settlements	4	(59)	-	-	(59)
		3,671	(1,358)	-	2,314
Return on plan assets, excluding amounts included in interest income / expense		1	485	-	486
Gain/loss from changes in demographic assumptions		(435)	-	-	(435)
Gain/loss from changes in financial assumptions		938	-	-	938
Experience (gains)/losses		3,565	170	-	3,735
		4,069	655	-	4,724
Remeasurements
Exchange differences		323	(172)	(166)	(15)
Contributions - Employers		-	(2,945)	-	(2,945)
Contributions - Plan participants		380	(380)	-	-
Benefit payments		(7,106)	6,552	-	(554)
Currency translation adjustments		441	(356)	2	87
Balance as at 31 December 2023		51,499	(37,049)	-	14,450
Balance as at 1 January 2024		51,499	(37,049)	-	14,450
Contributions - Employers		-	(555)	-	(555)
Sale of subsidiaries		(51,499)	37,604	-	(13,895)
Balance as at 31 December 2024		-	-	-	-

Reference is made to Note 6 for the details on the amounts recognised in the statement of profit or loss in respect of the Group’s post-employment defined benefit plans.

There are no defined benefit pension plans that are wholly unfunded and none of the collective and individual pension plans in the various countries are fully funded.

The averages of the main actuarial assumptions used to determine the value of the provision for post-employment defined benefits as at 31 December were as follows:

	2023
Discount rate	4.5%
Inflation	2.8%
Salary growth rate	4.1%
Pension growth rate	1.5%

Ayvens Bank N.V. Annual report 2024 107

The rates used for interest discount factors, inflation, salary developments and future pension increases reflect country specific conditions. The expected return on plan assets is determined by considering the current level of expected returns on risk free investments (primarily government bonds), the historical level of the risk-free premium associated with the respective asset classes and the expectations for future returns on each asset class. The expected return for each asset class was then weighted based on the target asset allocation to develop the expected long-term rate of return on assets. The expected returns of the individual plans have been weighted based on the fair value of the assets of the plans to determine the average expected return on plan assets. All other assumptions are weighted based on the post-employment benefit obligations.

The following table shows the sensitivity of the defined benefit liability to a change of 0.5% in the following assumptions:

2023 assumptions regarding future mortality experience are set based on published statistics and actuarial advice. The average life expectancy in years of a pensioner at the retirement date on the balance sheet date is MALE 23.4 years and for females 24.1 years.

Plan assets comprise the following:

		2023
	Quoted	Unquoted	Total
Equity instruments	2,402	-	2,402
Debt instruments	3,613	-	3,613
Property	1,834	-	1,834
Investment funds	1,131	28,069	29,200
Total assets	8,980	28,069	37,049

The cumulative actuarial result recognised in the combined statements of comprehensive income is nil (2023: EUR -4.7 million).

Ayvens Bank N.V. Annual report 2024 108

	Other long term employee benefits	Termination benefits	Litigation	Miscellaneous	Other provisions
Balance as at 31 December 2022	6,101	333	4,542	15,851	26,827
Opening value adjustments	28	164	-	2	194
Sale of subsidiary	-	-	(2,437)	(664)	(3,101)
Additions recognisedin income statement	498	358	61,149	8,889	70,894
Reversals	(61)	(106)	(1,739)	(2,209)	(4,114)
Usage	(513)	(152)	-	(1,730)	(2,395)
Other movements	(116)	-	1,678	(2,094)	(531)
Transfer to held for sale	-	-	794	638	1,432
Release to income statement	-	-	180	-	180
Hyperinflation	(17)	(100)	-	(1)	(119)
Currency translation adjustments	(27)	(162)	2	174	(14)
Balance as at 31 December 2023	5,894	334	64,168	18,857	89,254
Additions recognisedin income statement	39	93	2,441	996	3,568
Reversals	-	-	(86)	(902)	(988)
Usage	(99)	(77)	-	(798)	(974)
Change of consolidation method			(46)	(120)	(166)
Sale of subsidiaries	(5,833)	(337)	(66,473)	(16,891)	(89,534)
Currency translation adjustments	(2)	(13)	(4)	(261)	(280)
Balance as at 31 December 2024	-	-	-	880	880

Miscellaneous

Miscellaneous provisions include a provision for restructuring-related expenses as well as items which cannot be classified under one of the other captions such as provisions for guarantee payments. The provision for restructuring-related expenses is not material (2023: not material)

29Share capital and share premium

At 31 December 2024, the Company’s authorised capital amounted to EUR 250 million (2023: EUR 250 million), divided into 250,000,000 ordinary shares with a nominal value of EUR 1.00 each, of which EUR 71.6 million is issued and paid up. The holders of the ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at the General Meeting of the Company. The share premium includes the amount paid in excess of the nominal value of the share capital.

Ayvens Bank N.V. Annual report 2024 109

30Other reserves

	Translation reserve	Post-employment benefit reserve	Hyperinflation reserve	Total
Balance as at 1 January 2023	(213,311)	2,024	328,423	117,136
Gains/(losses) arising during the year	(55,596)	(4,724)	(108,808)	(169,128)
Related income tax	-	1,128	-	1,128
Balance as at 31 December 2023	(268,908)	(1,572)	219,616	(50,864)
Balance as at 1 January 2024	(268,908)	(1,572)	219,616	(50,864)
Sale of subsidiary	267,365	1,433	(219,616)	49,182
Gains/(losses) arising during the year	(19,035)	22	-	(19,013)
Balance as at 31 December 2024	(20,577)	(118)	-	(20,695)

Translation reserve

The movement in 2024 is mainly related to the sale of the subsidiaries in 2024 and the appreciation of the euro against the main local currencies.

The movement in 2023 is caused by appreciation of the euro against the main local currencies, mainly the Turkish lira and Pound sterling. An amount of EUR 8 million was released because it related to LeasePlan Czech Republic, divested in Q3 2023.

Post-employment benefit reserve

The post-employment benefit reserve comprises the actuarial gains and losses recognised on defined benefit post-employment plan.

Hyperinflation reserve

The Hyperinflation reserve is derecognised with the sale of LeasePlan Turkey. The Group has reported the restatement effect on equity, due to the hyperinflation economy of the Turkish subsidiary, in this specific reserve.

31Retained earnings

Dividend

In 2024 Ayvens Bank did not pay any interim or final dividend.

In 2023 LPC declared dividends for a total amount of EUR 2,372 million, of which EUR 1.911 million related to LPC pre-closing distribution of 2022 and Q1 2023 net results and an additional dividend of EUR 461 million related to 2022 Q3 as per the resolution of April 18, 2023.

The pre-closing dividend in 2023 in the amount of EUR 1,911 million includes a cash dividend in the amount of EUR 1,887 million as well as a dividend distribution in kind in the amount of EUR 24 million. Shares in Constellation were distributed as dividend to LP Group B.V. For details on Constellation, see note 35 related parties.

Profit appropriation

Reference is made to the Company’s financial statements on the appropriation of profits for the year and the movements in the reserves.

Transfer

During 2024 a transfer has been made from retained earnings for the accrual of the interest coupon on AT1 capital securities in an amount of EUR 69.3 million (2023: EUR 66.7 million).

Ayvens Bank N.V. Annual report 2024 110

32AT1 capital securities

In May 2019 the Company issued EUR 500 million in capital securities, including transaction costs in the amount of EUR 5 million. The capital securities qualify as Additional Tier 1 capital (AT1) and are undated, deeply subordinated, resettable and callable. Redemption is discretionary to the Company five years after the issue date, unless permitted by applicable banking regulations or on each interest payment date thereafter at their prevailing principal amount, together with accrued and unpaid interest.

There is a fixed interest coupon of 7.375 % per annum, payable semi-annually.

Accrued interest and discount and transaction costs on the principle amount in 2024 on AT1 capital securities amounts to EUR 20.5 million (2023: EUR 36.9 million). In 2024 an amount of EUR 18.4 million (2023: EUR 36.9 million) was paid related to the period November 2023 - May 2024, including EUR 3.3 million accrued in 2023.

Interest is non-cumulative and fully at the discretion of the Company so any failure by the issuer to pay interest or the prevailing principal amount when due in respect of the capital securities shall not constitute an event of default and does not give holders any right to demand repayment of the prevailing principal amount.

For all the reasons above, the Company classified and accounted the capital securities and related interest accruals, as equity and not debt.

In May 2024 the capital securities as mentioned above where fully repaid.

In May 2023 the Company issued EUR 500 million in capital instruments to LP Group B.V.. The capital securities qualify as Additional Tier 1 capital (AT1) and are undated, deeply subordinated, resettable and callable. Redemption is discretionary to the Company five years after the issue date, unless permitted by applicable banking regulations or on each interest payment date thereafter at their prevailing principal amount, together with accrued and unpaid interest.

There is a fixed interest coupon of 9.742 % per annum, payable annually. Accrued interest in 2024 on AT1 capital securities amounts to EUR 29.9 million (2023: EUR 29.8 million) which is payable in May 2025.

For all the reasons above, the Company classified and accounted the capital securities and related interest accruals, as equity and not debt.

33Non - controlling interest

The non-controlling interest related to the 80% shareholding in NF Fleet SA in Norway by Ayvens Bank was sold in April of 2024.

34Commitments

The Group has EUR 15 million commitments relating to the forward purchase of property and equipment under operating lease and rental fleet (2023: EUR 4.0 billion) as at the balance sheet date.

The Group has no remaining commitments relating to short-term leases and low-value leases (2023: respectively EUR 2.6 million and EUR 0.4 million).

The Group has issued additional guarantees to the total value of EUR 1 million (2023: EUR 365 million of which EUR 363 million is related to residual value guarantees issued to clients).

In addition to these guarantees, Ayvens Bank provided guarantees to former subsidiaries which have been sold in 2024. For further details on these guarantees refer Note 35 Related parties.

Ayvens Bank N.V. Annual report 2024 111

35Related parties

Identity of related parties

Related parties and enterprises, as defined by IAS 24, are parties and enterprises which can be influenced by the company or which can influence the company.

LP Group B.V. is the shareholder of the company. On 22 May 2023 ALD S.A. (former name of Ayvens) acquired 100% of the shares in LP Group B.V. Ayvens is a subsidiary of Société Générale (52.59%). Other shareholders mainly include the former shareholders of LP Group B.V. (28.86%), the remainder of 18.68% is held by other shareholders. None of these investors has (an indirect) controlling interest in the company. The business relations between the company, LP Group B.V. and its shareholders are handled on normal market terms.

During 2024, all subsidiaries, special purpose companies and investments accounted for using the equity method are disposed to Ayvens, except LeasePlan Mexico, LeasePlan Brasil and LeasePlan Arrendamento Mercantil. The proceeds on sales of subsidiaries to Ayvens amounts to EUR 4.4 Billion. Also refer to note 9 Discontinued operations.

In May 2023 the Company issued EUR 500 million in AT1 instruments to LP Group B.V.. There is a fixed interest coupon of 9.742 % per annum, payable annually. Accrued interest in 2024 on AT1 capital securities amounts to EUR 29.9 million (2023: EUR 29.8 million) which is payable in May 2025. Refer to note 31. AT1 capital securities as part of the equity.

Ayvens Bank N.V. Annual report 2024 112

The following intra group results and intra group balances are recognised, during 2024 and as per year-end 2024 respectively:

Balance sheet positions assets

	Loans to related parties	Intragroup interest receivable	Intragroup receivables	Tax sharing agreement
LeasePlan Österreich Fuhrparkmanagement GmbH	-	-	39	-
LeasePlan Fleet Management nv	-	6	(4)	-
LeasePlan Deutschland GmbH	-	1	-	-
LeasePlan Servicios, S.A.	-	3	42	-
LeasePlan India Private Ltd.	16,304	65	184	-
LeasePlan Italia S.p.A.	2,250,000	35,984	27	-
LeasePlan Global Procurement	-	-	80	-
LeasePlan Global B.V.	-	-	215,902	1,599
LeasePlan Finance B.V.	-	-	-	-
LeasePlan Digital B.V.	-	-	105,702	3,325
LeasePlan Digital B.V. (Dublin Branch)	-	-	-	-
LeasePlan Slovakia, s.r.o.	-	-	25	-
LeasePlan UK Limited	-	8	-	-
ALD Automotive LTDA	-	-	147	-
Axus Luxembourg Treasury center	15,574,141	42,079	2,394	-
TEMSYS + France - BREMANY	2,500	1	-	-
Axus Nederland N.V.	-	-	-	41,662
LP Group B.V.	-	-	-	373
Total	17,842,946	78,149	324,539	46,958

Balance sheet positions liabilities

	Subordinated loans	Loans to related parties	Intra Group Payables	Intra group interest payable
LeasePlan Global B.V.	-	70,649	53,897	6
LeasePlan Finance B.V.	-	6,645	-	1
LP Group B.V.	750,000	-	51,217	5,383
LeasePlan Digital B.V.	-	-	40	-
Ayvens Service Center S.R.L.	-	-	4	-
InsurancePlan, s.r.o.	-	-	1	-
ALD Automotive LTDA	-	-	1,339	-
Total	750,000	77,294	106,497	5,390

Ayvens Bank N.V. Annual report 2024 113

Statement of Profit or loss

	Intra group charges	Intra Group Interest income	Intra Group Interest expense	Unrealised gains (losses) on financial instruments
LeasePlan Österreich Fuhrparkmanagement GmbH	89	11,417	(45)	-
LeasePlan Fleet Management nv	765	35,139	(16,592)	(7,755)
LeasePlan (Schweiz) AG	-	2,781	-	-
LeasePlan Deutschland GmbH	567	28,734	(291)	3,385
LeasePlan Danmark A/S	-	8,419	-	-
LeasePlan Servicios, S.A.	208	25,911	(286)	-
LeasePlan Hellas Commercial S.A.	-	12,528	-	-
LeasePlan Hungária Gépjármupark Kezelo és Finansz	-	8,369	-	-
Ayvens Ireland Limited	-	6,291	-	-
Euro Insurances DAC	-	-	(1,494)	-
LeasePlan India Private Ltd.	1,086	1,511	-	-
LeasePlan Italia S.p.A.	-	74,036	(119)	-
LeasePlan Global Procurement	(12)	-	(1,194)	-
LeasePlan México	-	18,267	-	-
Axus Nederland N.V.	-	69,440	(36,162)	15,140
Bumper NL 2020-1 B.V.	-	909	-	-
Bumper NL 2022-1 B.V.	-	-	364	(7,031)
LeasePlan Global B.V.	(6,480)	3,321	(2,278)	-
LeasePlan Finance B.V.	-	1,893	(118)	-
LP Group B.V.	-	-	(54,674)	-
LeasePlan Digital B.V.	(133)	-	-	-
LeasePlan Digital B.V. (Dublin Branch)	5	-	-	-
Ayvens Norge AS	2	38,145	-	-
LeasePlan Fleet Management (Polska) Sp. z.o.o.	32	31,285	(127)	-
LeasePlan Portugal Comercio e Aluguer de Automov	-	23,851	(51)	(982)
LeasePlan Romania S.R.L. (EUR)	5	5,587	(27)	-
Ayvens Service Center S.R.L.	(25)	350	-	-
LeasePlan Sverige AB	-	13,735	(50)	-
LeasePlan Slovakia, s.r.o.	299	2,515	-	-
LeasePlan Otomotiv Servis ve Ticaret A.S. (Lira)	62	54,993	(16,405)	-
LeasePlan UK Limited	-	82,229	(1,315)	(531)
Axus Luxembourg Treasury center	-	206,504	(32,814)	(55,208)
Siege SG – Opérations financieres	-	14,048	(2,640)	(5,143)
Temsys S.a.r.l.	-	44,642	(13)	(9,363)
Total	(3,531)	826,851	(166,333)	(67,487)

Ayvens Bank N.V. Annual report 2024 114

All business relations with intra group companies are in the ordinary course of business and handled on normal market terms.

Guarantees provided

	2024
LeasePlan Turkey	37,292
LeasePlan India	308,659
LeasePlan Germany	30,000
LeasePlan Slovakia	84,150
LeasePlan Austria	25,000
LeasePlan Ireland	1,128
Bumper FR 2022-1	30,814
Total	517,043

A guarantee received from Ayvens to cover for the lending to Ayvens Treasury Center for the amount of EUR 15.6 billion.

At 31 December 2023, the Company has bank balances with Société Générale through its French subsidiaries, with cash at bank of EUR 19.4 million, deposits of EUR 21.1 million and cash collateral deposited of EUR 3.2 million. Furthermore the Company has received loans from Ayvens in the amount of EUR 1,618 million, consisting of a loan for Treasury activities of EUR 1,550 million and a pre-existing loan to NF Fleet of EUR 68 million.

At the 31 of December 2023, the multicurrency financing swaps (not in hedge) had an asset value of EUR 9.9 million, a liability of EUR 19.1 million and a nominal amount of EUR 1,448.7 million. The interest rate swaps had an asset value of EUR 20.3 million and a liability value of EUR 13.8 million.

The shares in Constellation Automotive Holdings have been sold to Ayvens. With the sale of the leasing operations during 2024, Ayvens Bank does not do business with BCA and CN Group B.V. any more. The result of the transactions with Constellation Automotive Holdings for 2024 and 2023 are not material at Group level. At the end of 2024, the Group does holds EUR 11.7 million accounts receivables outstanding with Constellation Automotive Holdings (2023: EUR 3.0 million). Sales revenues from transactions with Constellation Automotive Holdings in 2024 amount to EUR 0.2 billion (2023: EUR 0.7 billion).

Transactions with the Managing Board

The Managing Board consists of the key management personnel. The members are employed by Ayvens Group and are allocated for part of their time to Ayvens Bank. In addition to Managing Board salaries, the Group provides non-cash benefits and contributes to post-employment defined contribution plans on their behalf. The Managing Board is also the statutory executive board of the Company. Remuneration of the Managing Board is disclosed, as required by Part 9 Book 2 of the Dutch Civil Code.

Ayvens Bank N.V. Annual report 2024 115

The statutory board remuneration is as follows:

2024

2023

Fixed remuneration

904

2,212

Other short-term employee benefits

256

1,431

Post-employment benefits

Other long-term employee benefits

3,922

Termination benefits*

3,480

Total

1.214

11,106

* Includes remuneration relating to the period after the board membership ended and severance of former board members.

The Group has not granted any loans, guarantees or advances to members of the Managing Board. Some Managing Board members have participated in a Management Investment Plan (details provided in the Management Investment Plan section below).

For information on the remuneration principles of the Managing Board, please refer to the Remuneration Report.

Remuneration of the members of the Supervisory Board

The following table summarises the income components for the seven independent members of the Supervisory Board.

In Euros

2024

2023

Mr Tim Albertsen*

Ms Hélène Crinquant*

Ms Odile de Saivre*

Ms Bernadette Langius*****

12,500

Dr Herta von Stiegel***

70,250

126,000

Mr Paul Scholten

126,000

130,500

Mr Steven van Schilfgaarde****

45,250

137,500

Mr Jos Streppel**

80,929

Mr Eric-Jan Vink**

39,964

Mr Stefan Orlowski**

42,964

* Appointed 23 May 2023. Not eligible for fees in line with SG Group policies.

**Stepped down on 22 May 2023.

***Stepped down on 30 September 2024

****Stepped down on 1 October 2024

*****Appointed 1 October 2024

The remuneration awarded to each Supervisory Board member is reflective of the meetings attended.

Management Investment Plan

Selected members of (former)LeasePlan management had made an indirect investment alongside the Consortium in LeasePlan through a Management Investment Plan (the ‘MIP’). To facilitate the allocation of the MIP investment to individual employees, the investment in the MIP was held indirectly via a management holding company (“ManCo”). ManCo issued shares to a specially incorporated foundation that issues depositary receipts to each participant as evidence of the investment. These depositary receipts exposed the participant to the full economic risks of the underlying shares held by ManCo in an indirect parent company of LeasePlan.

Ayvens Bank N.V. Annual report 2024 116

Following the acquisition of LP Group B.V. by Ayvens, ManCo continued to hold shares in Ayvens to facilitate additional payment under the MIP following the deferred consideration calculations if required.

During 2023, the participants had a total of EUR 24.4 million invested via ManCo in the Company. Of that number, the total aggregated investment of the previous LeasePlan Managing Board members was EUR 4.7 million.

36Fair value of financial instruments

The table below summarises the Group’s financial assets and financial liabilities, of which the derivatives are measured at fair value and the other financial assets and other financial liabilities are measured at amortised cost on the balance sheet as at 31 December 2024. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

Fair value of financial instruments

As at 31 December 2024	Carrying value		Fair value
In thousands of euros		Level 1	Level 2	Level 3	Total
Financial assets measured at fair value
Derivatives financial instruments not in hedge	39,006	-	39,006	-	39,006
Total financial assets measured at fair value	39,006	-	39,006	-	39,006
Financial assets not measured at fair value
Cash and balances at central banks	4,335,640
Receivables from financial institutions	183,718
Loans to investments using the equity method	17,842,946	-	18,228,939	-	18,228,939
Investments in equity accounted investments	77,909
Other receivables and prepayments *	662,468
Total financial assets	23,141,686	-	18,267,945	-	18,267,945
Financial liabilities measured at fair value	-	-	-	-	-
Derivatives financial instruments not in hedge	201,881	-	201,881	-	201,881
Total Financial liabilities measured at fair value	201,881	-	201,881	-	201,881
Financial liabilities not measured at fair value
Funds entrusted	13,673,284	-	13,625,339	-	13,625,339
Trade and other payables and deferred income *	276,382	-	276,382	-	276,382
Borrowings from financial institutions	157,374	-	157,374	-	157,374
Debt securities issued	3,714,674	3,633,386	99,440	-	3,732,826
Subordinated loans	750,000	-	750,000	-	750,000
Loans from related parties	77,294	-	77,294	-	77,294
Total financial liabilities	18,850,889	3,633,386	15,187,710	-	18,821,096

* Other receivables and Other payables that are not financial assets or liabilities are not included

Ayvens Bank N.V. Annual report 2024 117

Fair value of financial instruments

As at 31 December 2023	Carrying value		Fair value
In thousands of euros		Level 1	Level 2	Level 3	Total
Financial assets measured at fair value
Derivatives financial instruments in hedge	1,880	-	1,880	-	1,880
Derivatives financial instruments not in hedge	311,372	-	311,372	-	311,372
Investments in equity securities	35,040	19,635	-	15,405	35,040
Financial assets not measured at fair value
Cash and balances at central banks	3,535,583
Investments in debt securities	84,716	83,314	-	-	83,314
Receivables from financial institutions	1,060,284
Lease receivables from clients	2,298,080	-	2,355,488	-	2,355,488
Loans to investments using the equity method	39,500	-	39,343	-	39,343
Investments in equity accounted investments	18,204
Other receivables and prepayments *	624,108
Total financial assets	8,008,768	102,949	2,708,083	15,405	2,826,437
Financial liabilities measured at fair value
Derivatives financial instruments in hedge	213,471	-	213,471	-	213,471
Derivatives financial instruments not in hedge	297,315	-	297,315	-	297,315
Financial liabilities not measured at fair value
Funds entrusted	11,752,919	-	11,776,302	-	11,776,302
Trade and other payables and deferred income *	1,485,973	-	1,485,973	-	1,485,973
Borrowings from financial institutions	2,980,623	-	3,014,771	-	3,014,771
Debt securities issued	7,261,653	-	7,320,206	-	7,320,206
Subordinated loans	750,000	-	750,000	-	750,000
Loans from related parties	1,617,613	-	1,671,322	-	1,671,322
Total financial liabilities	26,359,566	-	26,529,360	-	26,529,360

* Other receivables and Other payables that are not financial assets or liabilities are not included

For certain other receivables (Rebates and bonuses and commissions receivable, Reclaimable damages and Interest to be received) and payables (Trade payables and Interest payable) with a remaining term well below one year, the carrying value is deemed to reflect the fair value.

There were no changes in valuation techniques during the year nor transfers between levels.

Financial instruments in level 1

The fair value of level 1 financial instruments is based on quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement 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.

Financial instruments in level 2

Level 2 inputs are inputs other than quoted market prices included within level I. The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques that maximise

Ayvens Bank N.V. Annual report 2024 118

the use of observable market input data available and rely only for insignificant input on entity specific estimates. Specific valuation techniques used to value financial instruments include:

•Quoted market prices or dealer quotes for similar instruments.

•The fair value of the interest rate swaps and cross currency swaps calculated as the present value of the estimated future cash flows based on observable yield curves at commonly quoted intervals, while considering the current creditworthiness of the counterparties.

•The yield curve for all collateralised derivatives is based on the overnight index swap (OIS) rate (the vast majority of the Group’s derivatives are collateralised, and therefore the necessity for other observable market inputs such as CVA, DVA, FVA adjustments is negated).

•The valuation methodology of the cross-currency swaps includes a liquidity premium (which swaps less liquid currencies into those that are considered more liquid in the market and vice versa).

•The counterparty’s Probability of Default is estimated using market CDS spreads resulting in credit valuation adjustments.

•The Group’s own creditworthiness and Probability of Default are estimated using input such as secondary spreads and cost of funding curve as well as information from counterparties resulting in a debit valuation adjustment.

•Other techniques, such as discounted cash flow analysis based on observable interest rates or yield curves at commonly quoted intervals, are used to determine the fair value for the remaining financial instruments.

Financial instruments in level 3

This category includes financial instruments whose fair value is determined using a valuation technique for which a significant part of the inputs in terms of the overall valuation are not market observable. Unobservable in this context means that there is little or no current market data available from which to derive a price that an unrelated, informed buyer would purchase the asset or liability at.

The equity securities in Constellation Automotive Holdings S.a.r.l., included in Investments in equity securities, were measured using a level 3 fair value, prior to their transfer.

For subsequent measurement of the equity investment in Constellation Automotive Holding S.a.r.l. the Group applies a level 3 market approach using an enterprise value to revenue multiple observed in the market for comparable companies to Constellation Automotive Holdings S.a.r.l. business being valued. The deal multiple implied in the initial transaction price at 4 October 2021 was compared to the enterprise value to revenue multiples of the group of listed peer companies at that date. A company-specific discount compared to the market multiple was determined as at 4 October 2021 to reflect the characteristics of Constellation Automotive Holdings S.a.r.l. and is applied to adjust the market multiple in subsequent measurement. Relevant assumptions such as market multiple, company specific discount and peer group are reviewed in subsequent reporting periods. The net debt position of Constellation Automotive Holdings S.a.r.l. that impacts the equity value is updated every reporting period.

In April 2023, the Group has distributed 75% of the participation in Constellation Automotive Holdings S.a.r.l. as dividend in kind.

The Group applies the market multiple in the valuation as at 31 March 2024, as it has changed outside a corridor of +/-10% of the initial multiple. The change in the fair value of the equity securities of EUR 5.2 million is recognised in other income.

The participation in Constellation Automotive Holdings S.a.r.l. was sold to Ayvens, in April 2024.

Ayvens Bank N.V. Annual report 2024 119

37Offsetting financial assets and financial liabilities

The following financial assets and financial liabilities are subject to offsetting, enforceable master netting agreements and similar agreements.

	Related amounts not offsetin the balance sheet
	Gross amounts of recognised financial instruments	Gross amounts of recognised financial instruments offset in the balance sheet	Net amounts of financial instruments presented in the balance sheet	Financial instruments	Cash collateral received	Net amount
As at 31 December 2024
Derivative financial assets - 2024	39,006	-	39,006	(39,006)	-	-
Derivative financial liabilities - 2024	201,881	-	201,881	(39,006)	(3,200)	159,676
As at 31 December 2023
Derivative financial assets - 2023	313,252	-	313,252	(313,252)	-	-
Derivative financial liabilities - 2023	510,785	-	510,785	(313,252)	(52,620)	144,914

For the financial assets and liabilities subject to enforceable master netting agreements or similar agreements above, each agreement between the Group and the counterparty allows for net settlement of the relevant financial assets and liabilities when both intend to settle on a net basis. In the absence of such an election, financial assets and liabilities will be settled on a gross basis, however, each party to the master netting agreement or similar agreement will have the option to settle all such amounts on a net basis in the event of default of the other party. Except for derivative financial instruments, there are no other financial assets or liabilities subject to offsetting.

Ayvens Bank N.V. Annual report 2024 120

Transfer of (financial) assets

The Group engaged in various securitisation transactions which were transferred to Ayvens as part of the sale of the subsidiaries, during 2024. As at 31 December 2024 there are no securitisation transactions.

Loans and receivables

Receivables from clients (finance leases)

Receivables from financial institutions (collateral deposited)

Property and equipment under operating lease

Total

As at 31 December 2023

Carrying amount

Assets

309,552

35,256

3,055,892

3,400,700

Associated liabilities

Bonds and notes originated from securitisation transactions

2,249,238

Net carrying amount position

1,151,462

For those liabilities that have recourse only to the transferred assets

Fair value

Assets

322,740

35,256

3,169,312

3,527,308

Associated liabilities

Bonds and notes originated from securitisation transactions

2,252,063

Net fair value position

1,275,245

38Contingent assets and liabilities

As of 31 December 2024 there are no contingent assets or liabilities recognised in the balance sheet, the same as for the end of 2023..

39Events occurring after balance sheet date

On 27 March 2025, the Company made an interim cash distribution to its sole shareholder LP Group B.V. in the amount of EUR 1.4 billion.

Ayvens Bank N.V. Annual report 2024 121

Company financial statements

Statement of profit or loss of the Company

For the year ended 31 December

	Note	2024	2023
Interest Income	2	1,105,555	737,091
Interest expense	2	(853,253)	(653,556)
Net interest income		252,302	83,535
Unrealised gains (losses) on financial instruments		(53,109)	(276,936)
Other revenue	3	15,767	(17,724)
Revenue		214,960	(211,125)
Other operating expenses	5	22,293	25,080
Other depreciation and amortisation	14	2,553	2,342
Total operating expenses		24,845	27,422
Other income	7	611,508	34,433
Result before tax and share in result in investments		801,622	(204,114)
Income tax expenses	8	(30,526)	74,428
Share of profit in equity accounted investments	11&12	239,221	572,122
Net result		1,010,318	442,436

An amount of EUR 212.6 million (2023: represented EUR 549.7 million) included in Share of profit in equity accounted investments is related to discontinued operations.

Ayvens Bank N.V. Annual report 2024 122

Statement of financial position of the Company

Before appropriation of result

As at 31 December

Amounts in thousands of euros	Note	2024	2023
Assets
Cash and balances at central banks	9	4,335,640	3,535,580
Investments in equity and debt securities		-	19,635
Receivables from financial institutions	10	181,639	380,000
Loans to subsidiaries and related parties	11	17,842,946	17,297,351
Investments subsidiaries	11	62,982	4,139,552
Loans to and investments in notes issued by special purpose companies	13	-	64,734
Loans to investments accounted for using the equity method	12	-	39,500
Investments accounted for using the equity method	12	77,909	16,154
Intangible assets	14	1,659	1,488
Other assets	15	818,041	1,304,109
Total assets		23,320,815	26,798,105
Liabilities
Borrowings from financial institutions	16	3,202	1,102,478
Funds entrusted	17	13,673,284	11,649,270
Debt securities issued	18	3,714,674	5,011,748
Provisions	19	880	19,573
Other liabilities	20	1,358,043	4,880,367
Total liabilities		18,750,083	22,663,436
Equity
Share capital		71,586	71,586
Share premium		506,398	506,398
Legal reserves		-	1,490,086
Other reserves		(20,695)	(50,864)
Retained earnings excluding net result		2,542,545	713,971
Net result current year		941,005	375,762
Equity of owners of the parent	21	4,040,838	3,106,939
AT1 capital securities		-	497,919
AT1 capital - securities - parent		529,893	529,812
Total equity		4,570,731	4,134,669
Total equity and liabilities		23,320,815	26,798,105

Ayvens Bank N.V. Annual report 2024 123

Notes to the company financial statements

All amounts are in thousands of euros, unless stated otherwise

1General

For certain notes to the Company’s balance sheet, reference is made to the notes to the consolidated financial statements.

The Company’s financial statements are prepared pursuant to the provisions in Part 9, Book 2, of the Dutch Civil Code, by applying the accounting policies used in the consolidated financial statements under IFRSs pursuant to the provisions of Article 362 sub 8, Part 9, Book 2, of the Dutch Civil Code.

In accordance with Article 362 sub 8, Book 2 of the Dutch Civil Code, the recognition and measurement principles applied in these company financial statements are the same as those applied in the consolidated financial statements; reference is made to Note 2 ‘Basis of preparation’ of the consolidated financial statements.

Under reference to Article 362 sub 8, Part 9, Book 2 of the Dutch Civil Code, the investments accounted for using the equity method are also measured in accordance with IFRS as applied in the consolidated financial statements of the Company. The sale of subsidiaries in 2024 were accounted based on fair value.

Ayvens Bank N.V. Annual report 2024 124

Change in presentation of the company profit or loss statement

As stated in the notes to the consolidated financial statements, the Group assessed that it is more appropriate to present its statement of profit or loss in accordance with a bank model for the statement of profit or loss. As a result of this change, the comparative figures for the year ended 31 December 2023 were restated accordingly. See the following table reconciling from the previous presentation to the current presentation of the statement of profit or loss.

Prior year reported Statement of profit or loss		Mapping		Restated prior year Statement of profit or loss
Amounts in thousands of euros	2023*				2023*
Revenues	737,091	a	a	Interest Income	737,091
Finance cost	671,280	b	b	Interest expense	(653,556)
Unrealised (gains)/losses on financial instruments	276,936	c		Net interest income	83,535
Direct cost of revenues	948,216		c	Unrealised gains (losses) on financial instruments	(276,936)
Gross profit	(211,125)		b	Other revenue	(17,724)
Other operating expenses	25,080	d		Revenue	(211,125)
Other depreciation and amortisation	2,342	e	d	Other operating expenses	25,080
Total operating expenses	27,422		e	Other depreciation and amortisation	2,342
Other income	34,433	f		Total operating expenses	27,422
Result before tax and share in result in investments	(204,114)		f	Other income	34,433
Income tax expenses	74,428	g		Result before tax and share in result in investments	(204,114)
Share of profit in equity accounted investments	572,122	h	g	Income tax expenses	74,428
Net result from continuing operations	442,436		h	Share of profit in equity accounted investments	572,122
Net result from discontinued operations	-			Net result	442,436

* 2023 has been restated due to discontinued operations

Investments in subsidiaries and in investments accounted for using the equity method

The investments in subsidiaries are accounted for in accordance with the net value of assets and liabilities, based upon accounting policies used in the consolidated financial statements. If the net asset value is negative, it will be stated at nil. If and insofar as the Group can be held fully or partially liable for the debts of the subsidiary, or has the firm intention of enabling the subsidiary to settle its debts, a provision is recognised for this.

The company applies RJ 100.107a, which implies that the expected credit losses on intercompany loans and receivables in the company financial statements are eliminated according to the Dutch accounting standards chapter 260 ‘De verwerking van resultaten op intercompany-transacties in de jaarrekening’.

Loans to and investments in notes issued by special purpose companies

Loans provided to special purpose companies and investments in notes issued by special purpose companies do not meet the condition in IFRS 9 that the cash flows represent solely payments of principal and interest. As a consequence, these loans and investments are measured at fair value through profit or loss. The impact of the change in fair value measurement of these intercompany loans and investments in debt securities is adjusted in the investments in subsidiaries. The fair value changes are eliminated in accordance with RJ 100.107a.

Ayvens Bank N.V. Annual report 2024 125

2Net Interest income

Higher interest income is mainly due to higher average loans outstanding to subsidiaries and related parties and a higher cash balance generating more interest.

Interest expenses increased following the increase in the amount in funds entrusted partly offset by the decrease in debt securities and borrowing from financial institutions.

	2024	2023
Interest income central banks	163,547	154,090
Interest income from financial institutions	8,815	8,343
Interest income related parties	826,851	565,941
Other Interest and similar income	106,343	8,717
Interest Income	1,105,555	737,091
Interest expense on borrowings from financial institutions	(31,217)	(50,311)
Net interest expense derivatives	(135,805)	(128,932)
Interest expense on funds entrusted	(349,154)	(197,261)
Interest expense on debt securities issued	(91,683)	(117,744)
Interest expnse on subordinated loans	(54,674)	(33,246)
Interest expense related parties	(111,666)	(107,916)
Other interest expense	(79,053)	(18,145)
Interest expense	(853,253)	(653,556)

3Other revenue

The 2024 Other revenue mainly includes foreign exchange gains and losses.

4Managing Board remuneration

Detailed information on remuneration of the Managing Board and the members of the Supervisory Board is included in Note 35 Related parties to the consolidated financial statements. For information on the remuneration policy of the Managing Board, please refer to the Remuneration Report.

5Other operating expenses

Other operating expenses include professional fees, office overheads and other general expenses. EUR 2.5 million of indirect staff expenses are allocated to the Company (2023 EUR 2.5 million), the Company does not directly employ any staff.

Ayvens Bank N.V. Annual report 2024 126

6Audit fees

The Company makes use of the exemption provided in Section 382a (3) of Book 2 of the Dutch Civil Code. This sections permits companies to not disclose the statutory audit fees, given that these are included in the consolidated financial statements of the parent company Ayvens.

7Other Income

This caption includes net gain from the sale of LeasePlan Russia, Austria, Belgium, Switzerland, Germany, Danmark, Spain, France, Greece, Hungary, Ireland, Insurance, India, Italy, Luxembourg, Netherlands, Digital, Norway, Poland. Portugal, Romania, Sweden, Slovakia, Türkiye, United Kingdome and Emirates for an amount of EUR 613.4 million (2023: the gain from the sale of LeasePlan Finland, Luxembourg and Czech Republic for an amount of EUR 31.8 million) and the unrealised positive fair value adjustment on the investment in equity instruments related to SG Fleet Group for an amount of EUR 1 million (2023: positive fair value adjustment of EUR 10 million), no dividend income from the investment (2023: EUR 4.4 million), the loss on sale of equity instruments related to SG Fleet Group for an amount of EUR 2.7 million (2023: EUR 1.1 million).

Please refer to note 9 Discontinued operations and note 11 Investments in equity and debt securities of the consolidated financial statement for more information.

8Income tax

The Company forms a fiscal unity with LP Group B.V. regarding corporate income tax and VAT. Reference is made to Note 8 of the consolidated financial statements.

	2024	2023
Current tax
Current tax on result for the year	13,784	2,415
Adjustment in respect of prior years	(4,602)	374
Total current tax	9,182	2,790
Deferred tax
Origination and reversal of temporary differences	16,742	(77,218)
Adjustments in respect of prior years	4,602	-
Total deferred tax	21,344	(77,218)
Total	30,526	(74,428)

9Cash and balances at central banks

The majority of this amount is cash deposited at the Dutch Central Bank of which a part is the mandatory reserve deposit that amounts to EUR 122 million (2023: EUR 107 million) which is not available for use in the Group’s day-to-day operations.

Ayvens Bank N.V. Annual report 2024 127

10Receivables from financial institutions

A breakdown of this caption is as follows:

2024

2023

Amounts receivable from banks

3,585

68,086

Cash collateral deposited for derivatives

178,054

311,914

Balance as at 31 December

181,639

380,000

11Investments in and loans to subsidiaries and related parties

Movements in investments in Group companies are as follows:

	2024	2023
Balance as at 1 January	4,139,552	4,310,054
IFRS 17 first time application	-	16,212
Hyperinflation	-	211,227
Result for the year	223,505	568,522
Acquired through business combinations	-	3,491
Sale of subsidiaries	(4,330,359)	(242,457)
Capital reduction	(113)	(23,850)
Capital contribution	143,366	-
Dividend received	(8,644)	(514,368)
Direct changes in equity	-	(3,596)
Loss of control	(73,012)	-
Revaluations	(19,691)	12,110
Currency translation adjustments	(11,622)	(197,792)
Balance as at 31 December	62,982	4,139,552

Reference is made to the list of principal consolidated participating interests.

During 2024 the participating interests in almost all former LeasePlan entities were sold. Please refer to General Note 2 Major events of the period and Note 9 Discontinued operations of the consolidated financial statements.

Revaluations relate to the negative net asset value of subsidiaries based on Group accounting standards. The direct changes in equity relate to the actuarial gains and losses recognised on defined benefit post-employment plans.

Ayvens Bank N.V. Annual report 2024 128

The maturity analysis on loans to subsidiaries and related parties is as follows:

	2024	2023
Three months or less	8,425,713	1,985,002
Longer than three months less than a year	3,900,530	4,340,472
Longer than a year, less than five years	5,516,703	10,971,876
Balance as at 31 December	17,842,946	17,297,351

12Investments accounted for using equity method and loans to investments

During April 2024, the Company sold its investment in the joint venture in the United Arab Emirates to Ayvens for EUR 32.6 million. In the same period, the Company transferred control over the entities held in both Brazil and Mexico because it sold one share holding the control over the entities to Ayvens. The remainder of the shares are still held by the Company and therefore the entity is entitled to the majority of the result coming from these entities. The loss of control changed the manner in which the entities are reported from subsidiaries to investments accounted for using the equity method.

Movements are as follows:

	2024	2023
Balance as at 1 January	16,154	16,205
Share of results	15,716	3,601
Loss of control	73,012	-
Sale of subsidiary	(12,763)	-
Dividend received	(3,427)	(3,039)
Direct changes in equity	12	-
Revaluations	35	(45)
Currency translation adjustments	(10,831)	(567)
Balance as at 31 December	77,909	16,154

The loans only relate to a joint venture entity of the Group (France). The loans are fully settled during 2024.

The maturity analysis on the loans to joint ventures is as follows:

	2024	2023
Three months or less	-	13,000
Longer than three months less than a year	-	26,500
Balance as at 31 December	-	39,500

At 31 December, the Company has no outstanding loan commitments (2023: EUR 39.5 million of which has been drawn EUR 39.5 million). There are no other material contingent liabilities of the joint ventures.

13Loans to and investments in notes issued by special purpose companies

During 2024, all subsidiaries, special purpose companies and investments accounted for using the equity method are disposed to Ayvens, except LeasePlan Mexico, LeasePlan Brasil and LeasePlan Arrendamento Mercantil. Thus, no loans to and investments in notes issued by special purpose entities are included in 2024.

Ayvens Bank N.V. Annual report 2024 129

In 2023, the Company owned B-notes in Bumper FR 2022-1 (EUR 32.5 million) and Bumper NL 2020-I (EUR 29 million). The B-notes of Bumper FR 2022-1 have a legal maturity date of June 2026. The B-notes of Bumper NL 2020-I B.V. have a legal maturity date of April 2025.

14Intangible assets

	Internally generated software development	Software licenses	Customer relationships	Assets under constr. - Intangible	Total
Carrying amount as at 1 January 2023	169	46	732	222	1,168
Purchases/additions	-	-	-	753	753
Amortisation	(68)	-	(366)	-	(434)
Carrying amount as at 31 December 2023	102	46	366	975	1,488
Cost	203	2,727	3,659	975	7,564
Accumulated amortisation and impairment	(102)	(2,681)	(3,293)	-	(6,076)
Carrying amount as at 31 December 2023	102	46	366	975	1,488
Purchases/additions	-	-	-	856	856
Transfers	753			(753)	-
Amortisation	(319)	-	(366)	-	(685)
Carrying amount as at 31 December 2024	536	46	-	1,078	1,659
Cost	956	2,727	-	1,078	4,761
Accumulated amortisation and impairment	(420)	(2,681)	-	-	(3,102)
Carrying amount as at 31 December 2024	536	46	-	1,078	1,659

15Other assets

Besides derivative financial instruments this caption includes a corporate income tax receivable from fiscal authorities and Group companies forming part of the fiscal unity. The company settles corporate income tax due or receivable on taxable income with its Group companies forming part of the fiscal unity as if these Group companies were responsible for their tax filings on a stand-alone basis.

The other assets are made up as follows:

	2024	2023
Derivative financial instruments	39,006	320,216
Tax receivable	-	38,796
Amounts receivable from group companies	382,948	362,788
Other	396,086	582,308
Balance as at 31 December	818,041	1,304,109

Below a summary disclosure of the hedging instruments is presented. Derivative financial instruments are carried at fair value and are made up as follows. Hedging gains or losses are recognised in the statement of profit or loss in the caption ‘Unrealised gains/(losses) on financial instruments.

Ayvens Bank N.V. Annual report 2024 130

Hedging instruments

	31 December 2024
Hedging instrument	Notional amounts	Fair value		Change in FV used in calculating hedge ineffectiveness	Change in value of the hedging instrument recognised in OCI	Amounts reclassified from the hedge reserve to profit or loss	Hedge ineffectiveness recognized on hedge relationships, in profit or loss
		Assets	Liabilities
Fair value hedge
Interest rate swaps	-	-	-	187,789			22,319
Cross currency swaps/forwards	-	-	-	291			(22,186)
Total Derivatives in hedge	-	-	-	188,081	-	-	133
Interest rate swaps	11,327,500	36,730	183,702	(124,045)
Forward rate agreements	-	-	-
Cross currency swaps / FX forwards	284,868	2,276	18,179	(16,008)
Total Derivatives not in hedge	11,612,368	39,006	201,881	(140,053)	-	-	-
Total	11,612,368	39,006	201,881	48,028	-	-	133

	31 December 2023
Hedging instrument	Notional amounts	Fair value		Change in FV used in calculating hedge ineffectiveness	Change in value of the hedging instrument recognised in OCI	Amounts reclassified from the hedge reserve to profit or loss	Hedge ineffectiveness recognized on hedge relationships, in profit or loss
		Assets	Liabilities
Fair value hedge
Interest rate swaps	3,914,136	1,880	210,205	179,157	-	-	3,257
Cross currency swaps/forwards	25,536	-	3,266	629	-	-	52
Total Derivatives in hedge	3,939,672	1,880	213,471	179,786	-	-	3,309
Interest rate swaps	20,589,788	170,166	137,186	(158,344)	-	-	-
I/C Interest rate swaps	-	-	-	-	-	-	-
Cross currency swaps/forwards	6,265,338	121,206	146,997	(69,327)	-	-	-
Total Derivatives not in hedge	26,855,126	291,372	284,182	(227,671)	-	-	-
IRS Inter-company (A)	2,764,168	26,965	20,123	(52,459)	-	-	-
Derivatives inter-company (A)	2,764,168	26,965	20,123	(52,459)	-	-	-
Total	33,558,966	320,216	517,777	(100,344)	-	-	3,309

Ayvens Bank N.V. Annual report 2024 131

Hedged items

Below a summary disclosure of the hedged items is presented. A number of fixed rate bonds are included in fair value hedges whereby the notes (the hedged items) are measured at amortised cost and are constantly being adjusted for gains/losses attributable to the risk being hedged.

	31 December 2024
Hedged item	Notional amounts	Fair value		Change in value of the hedged item (calculating hedge ineffectiveness)	Amount of FVH* adjustment included in the carrying amount
	Notional amounts	Assets	Liabilities		Amount of FVH* adjustment included in the carrying amount
Fair value hedge
Interest rate swaps	-	-	-	(100,783)	-
Cross currency swaps/forwards	-	-	-	(340)	-
Total Derivatives in hedge	-	-	-	(101,123)	-

	31 December 2023
Hedged item	Notional amounts	Fair value		Change in value of the hedged item (calculating hedge ineffectiveness)	Amount of FVH* adjustment included in the carrying amount
	Notional amounts	Assets	Liabilities		Amount of FVH* adjustment included in the carrying amount
Fair value hedge
Interest rate swaps	3,914,136	-	3,749,876	(175,899)	187,608
Cross currency swaps/forwards	22,241	-	22,240	(578)	340
Total Derivatives in hedge	3,936,377	-	3,772,116	(176,477)	187,948

* FVH Fair value hedge – CFH Cash flow hedge

16Borrowings from financial institutions

This caption includes amounts owed to credit institutions under government supervision.

The maturity of these loans are as follows:

	2024	2023
Less than three months	3,202	55,352
Longer than a year, less than five years	-	1,047,126
Balance as at 31 December	3,202	1,102,478

Borrowings from financial institutions does not include an outstanding balance which is non-euro currency denominated as at 31 December 2024 (EUR 2.7 million which is non-euro currency denominated as at 31 December 2023). The remainder of the borrowings from financial institutions is denominated in euro.

17Funds entrusted

Ayvens Bank N.V. Annual report 2024 132

The maturity analysis of funds entrusted is as follows:

	2024	2023
Three months or less	2,653,770	8,479,159
Longer than three months less than a year	4,159,267	2,408,779
Longer than a year, less than five years	6,207,206	863,738
Longer than five years	653,042	1,243
Balance as at 31 December	13,673,284	11,752,919

This caption shows deposits raised by Ayvens Bank of which 48.5% (2023: 35.0%) is deposited for a fixed term. Ayvens Bank is the brand name under which savings deposits are raised by Ayvens Bank which holds a banking licence in the Netherlands. The Ayvens Bank also operates on the German banking market with a cross border offering from the Netherlands.

The average interest rates on the outstanding balances of the savings deposits in original maturity terms are as follows:

2024

2023

Three months or less

1,79%

1.60%

Longer than three months less than a year

3,01%

2.71%

Longer than a year, less than five years

3,04%

1.53%

Longer than five years

n/a

The interest rate of the on-demand accounts is set monthly. The funds entrusted are denominated in euro.

18Debt securities issued

This caption includes negotiable, interest-bearing securities, held at amortised cost.

	2024	2023
Bonds and Notes - other	3,805,319	5,208,546
Discounts and transaction costs	(3,820)	(8,850)
Bonds and notes - other	3,801,498	5,199,696
Bonds and notes - other (fair value adjustment)	(86,825)	(187,948)
Balance as at 31 December	3,714,674	5,011,748

The average interest rates applicable to the outstanding balances can be summarised as follows:

	2024	2023
Average interest rate	1.6%	2.0%

Ayvens Bank N.V. Annual report 2024 133

The maturity analysis of the debt securities issued is as follows:

	2024	2023
Three months or less	23,610	513,592
Longer than three months less than a year	1,522,440	895,691
Longer than a year, less than five years	2,168,624	3,540,006
Longer than five years	-	62,459
Balance as at 31 December	3,714,674	5,011,748

The debt securities does not include a non-euro currency denominated outstanding balance (2023: EUR 1.1 billion which is non-euro currency denominated as at 31 December).

19Provisions

Provisions relates to an expected claim under the SPA concluded between LeasePlan Corporation NV (former name of Ayvens Bank) and SG Fleet. In 2023 the provision related to subsidiaries with a negative net asset value based on Group accounting standards.

20Other liabilities

The other liabilities are composed of:

	2024	2023
Loans from group companies	77,294	3,295,981
Accounts payable to group companies	105,163	140,625
Derivative financial instruments	201,881	517,777
Other accruals and deferred income	921,958	882,787
Corporate income tax payable	44,562	33,706
Lease liabilities	7,185	9,491
Balance as at 31 December	1,358,043	4,880,367

Other accruals and deferred income mainly includes accrued interest payable. There are no dividends payable included in the Accounts payable to group companies as at 31 December 2024 and 2023. For derivative financial instruments reference is made to the table in Note 15.

The maturity analysis of the loans from Group companies is as follows:

	2024	2023
Three months or less	77,294	160,709
Longer than three months less than a year	-	235,000
Longer than a year, less than five years	-	2,900,272
Balance as at 31 December	77,294	3,295,981

21Equity

Share capital

As at 31 December 2024, the Company’s authorised capital amounted to EUR 250 million, divided into 250,000,000 ordinary shares with a nominal value of EUR 1.00 each, of which EUR 71.6 million is issued and paid up. There were no movements in the issued and paid-up capital in 2024 and 2023.

Ayvens Bank N.V. Annual report 2024 134

The movement in shareholders’ equity is as follows:

In thousands of euros	Share capital	Share premium	Legal reserves	Other non-distributable reserves	Retained earnings	Net result current year	Equity of owners of the parent	AT1 capital securities	AT1 capital - securities - parent	Total equity
Balance as at 31 December 2022	71,586	506,398	1,592,547	(63,763)	1,064,864	1,898,642	5,070,273	497,937	-	5,568,210
Restatement due to hyperinflation	-	-	-	180,899	-	-	180,899	-	-	180,899
IFRS 17 first time application					16,071		16,071			16,071
Balance as at 1 January 2023	71,586	506,398	1,592,547	117,136	1,080,934	1,898,642	5,267,243	497,937	-	5,765,180
Net result	-	-	-	-	-	442,436	442,436	-	-	442,436
Transfer - accrued interest on AT1 capital securities	-	-	-	-	-	(66,673)	(66,673)	36,862	29,812	1
Other comprehensive income	-	-	-	(168,000)	-	-	(168,000)	-	-	(168,000)
Total comprehensive income	-	-	-	(168,000)	-	375,762	207,762	36,862	29,812	274,435
Transfer from / to	-	-	(102,461)	-	102,461	-	-	-	-	-
Appropriation of net result	-	-	-	-	1,898,642	(1,898,642)	-	-	-	-
Final dividend	-	-	-	-	(2,371,558)	-	(2,371,558)	-	-	(2,371,558)
Proceeds AT1 capital securities	-	-	-	-	-	-	-	-	500,000	500,000
Interest coupon paid on AT1	-	-	-	-	-	-	-	(36,880)	-	(36,880)
Change in scope - acquire entity	-	-	-	-	3,491	-	3,491	-	-	3,491
Balance as at 31 December 2023	71,586	506,398	1,490,086	(50,864)	713,971	375,762	3,106,939	497,919	529,812	4,134,669
Balance as at 1 January 2024	71,586	506,398	1,490,086	(50,864)	713,971	375,762	3,106,939	497,919	529,812	4,134,669
Net result	-	-	-	-	-	1,010,318	1,010,318	-	-	1,010,318
Transfer - accrued interest on AT1 capital securities	-	-	-	-	-	(69,313)	(69,313)	20,521	48,792	-
Other comprehensive income	-	-	-	30,169	-	-	30,169	-	-	30,169
Total comprehensive income	-	-	-	30,169	-	941,005	971,174	20,521	48,792	1,040,487
Transfer from / to	-	-	(1,490,086)	-	1,490,086	-	-	-	-	-
Appropriation of net result	-	-	-	-	375,762	(375,762)	-	-	-	-
Settlement AT1 capital securities	-	-	-	-	-	-	-	(500,000)	-	(500,000)
Interest coupon paid on AT1	-	-	-	-	-	-	-	(18,440)	(48,710)	(67,150)
Other movements	-	-	-	-	(37,275)	-	(37,275)	-	-	(37,275)
Balance as at 31 December 2024	71,586	506,398	-	(20,695)	2,542,545	941,005	4,040,838	-	529,893	4,570,731

Ayvens Bank N.V. Annual report 2024 135

Other non-distributable reserves amounting to EUR 20.7 million (negative) include Translation adjustment reserve of EUR 20.6 million (2023: EUR 268.9 million (negative)). The Translation adjustment reserve declined due to the sale of subsidiaries during 2024.

Legal reserves are non-distributable reserves required for specific purposes in line with Part 9, Book 2, of the Dutch Civil Code and/or by local law. The legal reserves are the minimum reserves to be maintained for the non-distributable share in cumulated profits of subsidiaries and investments accounted for using the equity method. Due to the sale of subsidiaries, the full legal reserve was transferred to retained earnings.

Proposed profit appropriation

The total 2024 net result attributable to the equity owners of the parent amounts to EUR 941.0 million (2023: 375.8 million) which is mainly related to the sale of the Company’s subsidiaries. The Managing Board proposes to the General Meeting to add the net result 2024 to the retained earnings. There has not been any dividend distribution during 2024.

On 27 March 2025, the Company made an interim cash distribution to its sole shareholder LP Group B.V. in the amount of EUR 1.4 billion.

In April 2023, a dividend was declared, based on the interim balance sheet of 1 January 2023. This dividend, in the amount of EUR 460.7 million, was paid on 19 April 2023 by LeasePlan Corporation N.V. to its shareholder LP Group B.V.

In May 2023, a total amount of dividend was declared, based on the interim balance sheet of 31 March 2023, related to net results of 2022 and Q1 2023 (pre-closing distribution). This dividend, in the amount of EUR 1,911 million, was paid on 19 May 2023 by LPC to its shareholder LP Group B.V. An amount of EUR 1,887 million was paid in cash and an amount of EUR 24 million was paid in kind in the form of shares in Constellation.

22Commitments

As of 31 December, 2024, the Company no longer has any outstanding loan commitments regarding investments accounted for using the equity method (2023: EUR 39.5 million of which 39.5 million is drawn).

During 2024, other commitments related to rental lease payments and other guarantees related to buildings leased were transferred to the acquiring sister companies as part of the sale transaction of subsidiaries. Consequently, as of 31 December, 2024, the Company no longer has any outstanding commitments or guarantees related to the disposed subsidiaries, and these obligations have been fully revoked. The commitments and guarantees as of 31 December, 2023, amounted to EUR 3.11 million and EUR 0.99 million, respectively.

23Contingent liabilities

Pursuant to the provisions of Article 403 f, Part 9, Book 2, of the Dutch Civil Code, the Company had filed a declaration of joint and several liabilities with respect to the majority of the subsidiaries in the Netherlands. Due to the sale and transferof the subsidiaries during 2024, the declaration of joint and several liability has been fully revoked.

The Company forms a fiscal unity with a number of related companies within the Ayvens Group in the Netherlands regarding corporate income tax and VAT. As a result, the Company can be held jointly liable for tax returns of those related companies.

During 2024, guarantees previously provided to subsidiaries outside the Netherlands were transferred to the acquiring sister companies as part of the sale transaction. Consequently, as of 31 December, 2024, the Group no longer has any outstanding guarantees related to the disposed subsidiaries, and these obligations have been fully revoked (2023: EUR 1.7 billion).

Ayvens Bank N.V. Annual report 2024 136

24Events occurring after balance sheet date

No material events occurred after 31 December 2024, except of those disclosed in the note 39 Events occurring after balance sheet date to the consolidated financial statements, that require disclosure in accordance with the provisions in Part 9, Book 2, of the Dutch Civil Code, by applying the accounting policies used in the consolidated financial statements under IFRS pursuant to the provisions of Article 362 sub 8, Part 9, Book 2, of the Dutch Civil Code, nor events affecting the financial position of the company as at 31 December 2024 or the result for the year then ended.

Amsterdam, 30 May 2025

Managing BoardSupervisory BoardLaurent Saucié, CEO Tim Albertsen, ChairLiza Hoesbergen, Deputy CEOHélène Crinquant, Vice-chairChristophe Cirier, CFROPaul ScholtenBernadette Langius

Ayvens Bank N.V. Annual report 2024 137

Other information

1Distribution of profit

The Company’s issued 71.6 million ordinary shares. The holders of the ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at the General Meeting of the Company.

Provision of the Articles of Association of the Company on the profit appropriation, Article 11

11.1 Profit and loss

11.1.1 Distribution of profit in accordance with this article 11.1 (Profit and loss ) shall be made

after the adoption of the annual accounts from which it appears that they are justified.

11.1.2 The profit shall be at the disposal of the General Meeting.

11.1.3 The Company may make distributions to shareholders and other persons entitled to

distributable profits only to the extent that its equity exceeds the sum of the issued capital

and the reserves which must be maintained by law.

11.1.4 A loss may be charged against the reserves which must be maintained by law to the

extent permitted by law.

11.1.5 Shares held by the Company in its own share capital are not taken into account in

determining how the amount to be distributed on shares is to be divided, unless these

shares are subject to a right of usufruct which entitles the holder of that right to the

distribution.

11.2 Distributions on shares

11.2.1 Distributions are due four (4) weeks after they have been declared, unless the General

Meeting sets a different date at the management board's proposal.

11.2.2 The General Meeting may resolve that distributions will be fully or partly made other than

in cash.

11.2.3 Without prejudice to article 11.1.3, the General Meeting may resolve to fully or partly

distribute reserves.

11.2.4 At the proposal of the management board, the General Meeting may resolve to make

interim distributions, provided that, according to an interim balance sheet drawn up in

accordance with the applicable statutory provisions, the requirement of article 11.1.3 has

been met.

Ayvens Bank N.V. Annual report 2024 138

2List of principal consolidated participating interests

Pursuant to Article 379, Part 9, Book 2, of the Dutch Civil Code a full list of Group companies and investments accounted for using the equity method complying with the relevant statutory requirements has been filed with the Chamber of Commerce. Unless stated otherwise, the percentage interest is 100% or nearly 100%.

All holdings are in the ordinary share capital of the undertaking concerned.

Principal subsidiary, which is fully included in the consolidated financial statements as asset held for saleLeasePlan Arrendamento Mercantil S.A., Brazil

Principal investments accounted for using the equity method in the consolidated financial statements

LeasePlan Brasil Ltda., Brazil(1)

LeasePlan México S.A. de C.V., Mexico(1)

(1)The Company transferred one share to Ayvens. In addition, agreements have been made in the shareholders agreement to vote in the same way as Ayvens during shareholders' meetings, effectively no voting rights. Therefore the Company does not have the power over the investee anymore and lost the ability to use its power over the investee to affect the amount of the investor’s returns, thus does not control the investee any more.

Disposals

During 2024 the following subsidiaries, special purpose companies and investments accounted for using the equity method are disposed. Reference is made to note 9 Discontinued operations.

Principal subsidiaries, which are fully included in the consolidated financial statementsLeasePlan Česká republika s.r.o., divested on 1 August 2023

LeasePlan Danmark A/S, DenmarkLeasePlan Deutschland GmbH, Germany

LeasePlan Digital B.V., the NetherlandsLeasePlan Finland Oy, Finland, divested on 1 August 2023LeasePlan Fleet Management N.V., BelgiumLeasePlan Fleet Management (Polská) Sp. z.o.o., PolandLeasePlan Fleet Management Services Ireland Limited, IrelandLeasePlan France S.A.S., FranceLeasePlan Hellas S.A., GreeceLeasePlan Hungária Gépjárműpark Kezelö és Finanszírozó Zártkörű Részvénytársaság, HungaryLeasePlan India Private Limited, IndiaLeasePlan Italia S.p.A., ItalyLeasePlan Luxembourg S.A., Luxembourg, divested on 1 August 2023

LeasePlan Nederland N.V., the NetherlandsLeasePlan Norge A/S, NorwayLeasePlan Österreich Fuhrparkmanagement GmbH, AustriaLeasePlan Portugal Comércio e Aluguer de Automóveis e Equipamentos Unipessoal Lda., PortugalLeasePlan Romania S.R.L., RomaniaLeasePlan Rus LLC, Russia, classified as held for sale as per September 2023LeasePlan (Schweiz) AG, Switzerland

LeasePlan Service Center, RomaniaLeasePlan Servicios S.A., SpainLeasePlan Slovakia s.r.o., SlovakiaLeasePlan Sverige AB, Sweden

Ayvens Bank N.V. Annual report 2024 139

LeasePlan Otomotive Servis ve Ticaret A.Ș. TurkeyLeasePlan UK Limited, United KingdomEuro Insurances Designated Activity Company, IrelandLeasePlan Finance B.V., the NetherlandsLeasePlan Information Services Limited., Ireland, merged with LeasePlan Digital B.V. on 1 August 2022

LeasePlan Global B.V., the Netherlands

LeasePlan CN Holding B.V., the Netherlands

AALH Participaties B.V., the Netherlands

Special purpose companies with no shareholding by the GroupBumper UK 2019-I, Finance PLC, England

Bumper DE S.A., Germany

Bumper BE NV/SA, Belgium

Bumper NL 2020-I B.V., the Netherlands

Bumper UK 2021-I Finance PLC, England

Bumper FR 2022-1, France

Bumper NL 2022-1 B.V., the Netherlands

Bumper NL 2023-1 B.V., the Netherlands

Principal investments accounted for using the equity method in the consolidated financial statements

LeasePlan Emirates Fleet Management – LeasePlan Emirates LLC, United Arab Emirates (49%)PLease S.C.S., France (99.3%)

Flottenmanagement GmbH, Austria (49%)