Europcar Mobility Group Announces the Conclusion of an Amendment Agreement to the Lock-up Agreement Executed on November 25, 2020 - Seite 3

As compensation for their Backstop Undertakings, Penny Backstop Warrants will be allocated to all backstopping holders of the Senior Notes, pro rata to their Backstop Undertakings, with a strike price of €0.01, exercisable for a period of six months and giving right to subscribe in aggregate to 8% of the share capital of the Company on a fully diluted basis. (and which substitute themselves to all the initial Backstop Warrants #1, Backstop Warrants #2 and Backstop Warrants #3 as announced in the Initial Press Release for simplification purposes).

Backstop Commitments

Following the conclusion of this amendment to the lock-up agreement entered into between the Company and the members of the Cross-Holders Coordinating Committee, any of the holders of Senior Notes has the possibility to accede to the lock-up agreement as amended by contacting Lucid Issuer Services Limited (Attention: Victor Parzyjagla, [phone], [e-mail]).

Copies of the relevant document that includes the amended lock-up agreement are available to holders of 2024 Senior Notes and 2026 Senior Notes via www.lucid-is.com/europcar.

Any beneficial holder of 2024 Senior Notes or 2026 Senior Notes who wishes to commit to the backstop arrangements must complete all of the following actions before the end of the Backstop Commitment Period:

- duly execute and return to Lucid Issuer Services Limited the accession letter to the lock-up agreement; and

- provide satisfactory evidence to Lucid Issuer Services Limited and the Company of its holding of 2024 Senior Notes and/or 2026 Senior Notes on the date it accedes to the lock-up agreement and on the Record Date.

For any questions in relation to the procedures set out above and all relevant documentation to be provided, holders of of 2024 Senior Notes and 2026 Senior Notes are encouraged to contact Lucid Issuer Services Limited (Attention: Victor Parzyjagla, [phone], [e-mail]).

WAIVER OF A CONDITION TO IMPLEMENT THE AGREEMENT IN PRINCIPLE

As a reminder, the implementation of the Agreement in Principle (as such term is defined in the Initial Press Release) is subject to various customary conditions including the agreement of the SARFA lenders to extend the maturity of the SARFA until January 2023 (the “SARFA Condition”). On December 4^th, 2020, the SARFA Condition was unanimously waived by the members of the Cross-Holders Coordinating Committee.