ALD : Ayvens Fifth Supplement dated 14 May 2024 to the base prospectus dated 12 June 2023

FIFTH SUPPLEMENT DATED 24 MAY 2024 TO THE BASE PROSPECTUS DATED 12 JUNE 2023

AYVENS

Euro 15,000,000,000

Euro Medium Term Note Programme

This supplement (the "Fifth Supplement") is supplemental to and must be read in conjunction with the base prospectus dated 12 June 2023 which has been granted approval number 23-214 on 12 June 2023 as supplemented by the supplement dated 22 September 2023 which received approval number 23-407 on 22 September 2023, by the second supplement dated 10 November 2023 which received approval number 23-469 on 10 November 2023, by the third supplement dated 12 January 2024 which received approval number 24-003 on 12 January 2024 and by the fourth supplement dated 12 February 2024 which received approval number 24-024 on 12 February 2024 (the "Base Prospectus") by the Autorité des marchés financiers (the "AMF"), prepared by the Ayvens (formerly ALD) ("Ayvens" or the "Issuer") with respect to its Euro 15,000,000,000 Euro Medium Term Note Programme (the "Programme").

Terms defined in the Base Prospectus have the same meaning when used in this Fifth Supplement.

The Base Prospectus as supplemented constitutes a base prospectus for the purposes of Article 8 of Regulation (EU) 2017/1129 of the European Parliament and of the European Council of 14 June 2017, as amended (the "Prospectus Regulation"). This Fifth supplement has been prepared in accordance with Article 23 of the Prospectus Regulation. Application has been made for approval of this Fifth supplement to the AMF in its capacity as competent authority under the Prospectus Regulation.

This Fifth supplement has been produced for the purposes of (i) incorporating by reference the 2023 Universal Registration Document, the First Quarter 2024 Results, (ii) incorporating recent events relating to the Issuer and (iii) updating the section "General Information".

Save as disclosed in this Fifth supplement, there has been no other significant new factor, material mistake or material inaccuracy relating to information included in the Base Prospectus (including information incorporated by reference) which is material in the context of the Programme since the publication of the Base Prospectus and which may affect the assessment of the Notes. To the extent that there is any inconsistency between (a) any statement in this Fifth supplement and (b) any other statement in the Base Prospectus, the statements in this Fifth supplement shall prevail.

Copies of the Base Prospectus and this Fifth supplement can be obtained free of charge from the registered office of the Issuer and will also be published on the websites of the Issuer (https://www.ayvens.com/investors/publications-and-documents/debt-documents/) and the AMF (www.amf-france.org).

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Table of Contents
RISK FACTORS	3
DOCUMENTS INCORPORATED BY REFERENCE	5
RECENT EVENTS	15
GENERAL INFORMATION	16
PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE FIFTH SUPPLEMENT	17

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RISK FACTORS

The sub-section I "Risk factors relating to the Issuer and its subsidiaries" in the section "Risk Factors" on pages 16 to 18 of the Base Prospectus is hereby deleted and replaced by the following:

I. RISK FACTORS RELATING TO THE ISSUER AND ITS SUBSIDIARIES

Given the diversity and changes in the Group's activities, its risk management focuses on the following main categories of risks, any of which could adversely affect the Group's performance.

The following risk factors set out in "Chapter 4. Risks factors" on pages 126 to 142 of the English version of the Issuer's registration document dated 12 April 2024 and which was filed with the AMF on 12 April 2024 under no. D.24-0278 (the "2023 Universal Registration Document") shall be deemed to be incorporated by reference in, and form part of, this Part I (see section "Documents incorporated by Reference").

1. Macroeconomic, geopolitical and regulatory risks

Risks related to acquisitions

The Group could encounter difficulties in executing announced acquisitions and generating the expected benefits and synergies. The integration of newly acquired companies may also divert management from existing operations.

Regulatory risk

New regulatory status entails significant requirements to comply with, while changes in the regulatory framework to which the Group is subject by virtue of its status could have a negative impact on its business, financial situation or costs.

Macroeconomic and geopolitical risks

The Group's business and results may be impacted by a deterioration of the economic and/or geopolitical environment.

Ayvens' competitiveness on its market

The Group may not be able to compete successfully, or competition may increase in the businesses in which it operates.

Climate, environmental and social risks

The Group's business could have adverse impacts on the climate, the environment and society, or may be impacted by climate, environmental, or societal change.

2. Risks specific to activity

Risks related to residual value

The Group may be unable to sell its used vehicles at desirable prices, and faces risks related to the residual value of its vehicles in connection with such disposals.

Risks related to maintenance services and tyres

The Group's pricing structure and assumptions regarding the future maintenance, repair and tyre costs of the vehicles in its fleet over the term of the lease may prove to be inaccurate, which could result in reduced margins or losses.

Risk related to motor insurance

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The Group is exposed to the costs related to damages paid on the self-insurance (own damage) programmes in its leasing entities and the selling of insurance by its (re) insurer (LPINS or ALD RE).

3. Credit risk

The Group is exposed to the risk of default by its customers under leases and/or Fleet Management contracts.

4. Non-financial risk and model risk

IT and cybersecurity risks

The Group can fail to ensure the proper functioning of its software, websites and mobile applications, or fail to adapt them to future technological developments.

Any disruption to, or third-party attack on, the Group's information technology systems could adversely impact its business.

Fraud risk

Fraud or criminal activity may be committed by an employee of Ayvens or by persons outside Ayvens. It includes the theft of money, securities, or assets (physical or intellectual) belonging to Ayvens or held by Ayvens on behalf of third parties, fictitious or unauthorised transactions, unauthorised use of privileged or confidential information, swindles or any other criminal activity impacting Ayvens' assets or premises, including malicious interference with the information systems.

Legal, fiscal and compliance risks

The Group could be subject to litigation or administrative and/or legal proceedings as well as sanctions for failure to comply with regulations that could harm its interests.

Model risk

The Group could be subject to adverse consequences arising from decisions based primarily on models.

5. Structural risks

Liquidity risk

Inability to meet its financial commitments when they fall due.

Interest and exchange rate risks

The Group is exposed to interest rate risk and to a foreign exchange risk in countries outside the Euro zone.

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DOCUMENTS INCORPORATED BY REFERENCE

The section "Documents incorporated by reference" on pages 31 to 40 of the Base Prospectus is hereby deleted in its entirety and replaced by the following:

"This Base Prospectus should be read and construed in conjunction with the following information, all of which have been previously or simultaneously filed with the AMF and which are incorporated by reference in, and shall be deemed to form part of, this Base Prospectus:

1. the English version of the universal registration document of the Issuer dated 12 April 2024 which includes an English translation of the audited consolidated financial statements of the Issuer in respect of the year ended 31 December 2023, and a free English translation of the statutory auditors' audit report on the consolidated financial statements of the Issuer in respect of the year ended 31 December 2023 and which was filed with the AMF on 12 April 2024 under no. D.24-0278 (the "2023 Universal Registration Document"), with the exception of the cover page (page 1) and Chapter 8 (pages 373 to 376) (available for viewing at: https://www.ayvens.com/-/media/ayvens/public/cp/files/regulated-information/2-annual-financial-reports-registration-documents-ammendments/2023/2023-universal-registration-document-pdf.pdf?rev=a5636d5f21dc4f7498e1b8f8ed231b80);
2. the English version of the universal registration document of the Issuer dated 12 April 2023 which includes an English translation of the audited consolidated financial statements of the Issuer in respect of the year ended 31 December 2022, and a free English translation of the statutory auditors' audit report on the consolidated financial statements of the Issuer in respect of the year ended 31 December 2022 and which was filed with the AMF on 12 April 2023 under no. D.23-0261 (the "2022 Universal Registration Document"), with the exception of the cover page (page 1) and Chapter 8 (pages 303 to 306) (available for viewing at: https://www.ayvens.com/- /media/ayvens/public/cp/files/regulated-information/2-annual-financial-reports-registration-documents-ammendments/2022-universal-registration-document-pdf.pdf?rev=cbb5fe0ca0c441129b1a85cae7d019e1);
3. the English version of the press release of the Issuer dated 3 May 2024 relating to the financial results for the first quarter 2024 (the "First Quarter 2024 Results") with the exception of pages 11 and 12 (available for viewing at: https://www.ayvens.com/-/media/ayvens/public/cp/files/financial-results/2024/24-05-03_pr-ayvens-q1-2024-financial-results_en.pdf?rev=51cf6a39c1df472da7f516c5467c6209);
4. the section "Terms and Conditions" contained in the base prospectus of the Issuer dated 31 August 2022 (pages 36 to 84) filed with the AMF under number 22-366 on 31 August 2022 (the "EMTN
   2022 Conditions") (available for viewing at: https://www.ayvens.com/- /media/ayvens/public/cp/files/debt/debt-investors/1-prospectus-and-supplements/31-august-2022-ald-base-prospectus--eur-15000000000-euro-medium-term-note-programme.pdf?rev=585a949d146d46f0aec311447715505a).

All documents incorporated by reference in this Base Prospectus may be obtained, free of charge, at the principal office of the Issuer set out at the end of this Base Prospectus during normal business hours so long as any of the Notes are outstanding. Such documents will also be published on the website of the Issuer (www.ayvens.com).

Other than in relation to the documents which are deemed to be incorporated by reference, the information on the websites to which this Base Prospectus (including, for the avoidance of doubt, any information on the websites which appear in the documents incorporated by reference) refers does not form part of this Base Prospectus, unless that information is incorporated by reference into the Base Prospectus and has not been scrutinised or approved by the AMF.

For the purposes of the Prospectus Regulation, the information incorporated by reference in this Base Prospectus is set out in the cross-reference lists below. For the avoidance of doubt, the information requested to be disclosed by the

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Issuer as a result of Annex 7 of the Commission Delegated Regulation (EU) 2019/980 supplementing the Prospectus Regulation as amended, and not referred to in the cross-reference list below is either contained in the relevant sections of this Base Prospectus or is not relevant to the investors. Any information contained in the documents listed above which is not incorporated by reference in this Base Prospectus shall not form part of this Base Prospectus.

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ANNEX VII OF THE COMMISSION DELEGATED REGULATION (EU) 2019/980 OF 14 MARCH 2019 (AS

AMENDED) - REGISTRATION DOCUMENT FOR WHOLESALE NON-EQUITY SECURITIES

	Information incorporated by reference	Page no. in the relevant document
		PAGE NO. OF THE 2023	PAGE NO. OF THE 2022
		UNIVERSAL	UNIVERSAL
		REGISTRATION	REGISTRATION
		DOCUMENT	DOCUMENT
3.	RISK FACTORS
3.1	A description of the material risks that are specific to	p.126-142	N/A
	the issuer and that may affect the issuer's ability to
	fulfil its obligations under the securities, in a limited
	number of categories, in a section headed 'Risk
	Factors'.
	In each category the most material risks, in the
	assessment of the issuer, offeror or person asking for
	admission to trading on a regulated market, taking into
	account the negative impact on the issuer and the
	probability of their occurrence, shall be set out first.
	The risk factors shall be corroborated by the content of
	the registration document.
4.	INFORMATION ABOUT THE ISSUER
4.1	History and development of the Issuer
4.1.1	the legal and commercial name of the Issuer.	p.366	N/A
4.1.3.	the date of incorporation and the length of life of the	p.366	N/A
	Issuer, except where indefinite.
4.1.4	the domicile and legal form of the issuer, the	p.367	N/A
	legislation under which the issuer operates, its country
	of incorporation, and the address and telephone
	number of its registered office (or principal place of
	business if different from its registered office) and
	website of the issuer, if any, with a disclaimer that the
	information on the website does not form part of the
	prospectus unless that information is incorporated by
	reference into the prospectus.
4.1.5.	Any recent events particular to the issuer and which	p.51 (Subsequent	N/A
	are to a material extent relevant to an evaluation of the	events), p. 326 (note 39
	issuer's solvency.	to consolidated financial
		statements), First Quarter
		2024 Results
5.	BUSINESS OVERVIEW
5.1	Principal activities
5.1.1.	A brief description of the Issuer's principal activities	p.6-8,9-17,19-25,39-42	N/A
	stating the main categories of products sold and/or
	services performed.
5.1.2.	The basis for any statements made by the issuer	p.17-18	N/A
	regarding its competitive position.

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6.	ORGANISATIONAL STRUCTURE
6.1	If the issuer is part of a group, a brief description of the	p.34-35, 36	N/A
	group and the issuer's position within the group. This
	may be in the form of, or accompanied by, a diagram
	of the organisational structure if this helps to clarify
	the structure.
6.2	If the issuer is dependent upon other entities within the	p.36	N/A
	group, this must be clearly stated together with an
	explanation of this dependence.
9.	ADMINISTRATIVE, MANAGEMENT, AND
	SUPERVISORY BODIES
9.1	Names, business addresses and functions in the issuer	p.64-77,83-90	N/A
	of the following persons, and an indication of the
	principal activities performed by them outside the
	issuer where these are significant with respect to that
	issuer:
	(a) members of the administrative, management or
	supervisory bodies;
9.2	Potential conflicts of interests between any duties to	p.91	N/A
	the issuer, of the persons referred to in item 9.1, and
	their private interests and or other duties must be
	clearly stated. In the event that there are no such
	conflicts, a statement to that effect must be made.
10.	MAJOR SHAREHOLDERS
10.1	To the extent known to the issuer, state whether the	p.57-58	N/A
	issuer is directly or indirectly owned or controlled and
	by whom and describe the nature of such control and
	describe the measures in place to ensure that such
	control is not abused.
10.2	A description of any arrangements, known to the	370	N/A
	issuer, the operation of which may at a subsequent date
	result in a change in control of the issuer.
11.	FINANCIAL INFORMATION CONCERNING
	THE ISSUER'S ASSETS AND LIABILITIES,
	FINANCIAL POSITION AND PROFITS AND
	LOSSES
11.1	Historical Financial Information
11.1.1	Audited historical financial information covering the	p.240-334	p.190-259
	latest 2 financial years and the audit report in respect
	of each year.

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11.1.2 Change of accounting reference date

N/A

N/A

If the issuer has changed its accounting reference date during the period for which historical financial information is required, the audited historical financial information shall cover at least 24 months, or the entire period for which the issuer has been in operation, whichever is shorter.

11.1.3 Accounting standards

p.253

p.201

The financial information must be prepared according to International Financial Reporting Standards as endorsed in the Union based on Regulation (EC) No 1606/2002.

If Regulation (EC) No 1606/2002 is not applicable the financial statements must be prepared according to:

1. a Member State's national accounting standards for issuers from the EEA as required by Directive 2013/34/EU;
2. a third country's national accounting standards equivalent to Regulation (EC) No 1606/2002 for third country issuers.

Otherwise the following information must be included in the registration document:

1. a prominent statement that the financial information included in the registration document has not been prepared in accordance with International Financial Reporting Standards as endorsed in the Union based on Regulation (EC) No 1606/2002 and that there may be material differences in the financial information had Regulation (EC) No 1606/2002 been applied to the historical financial information;
2. immediately following the historical financial information a narrative description of the differences between Regulation (EC) No 1606/2002 as adopted by the Union and the accounting principles adopted by the issuer in preparing its annual financial statements.

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11.1.5	Consolidated financial statements	- Balance sheet: p.242-	-	Balance	sheet:	p.192-
	If the Issuer prepares both stand-alone and	243			193
	consolidated financial statements, include at least the	-	Income	Statement:	- Income Statement: p.190
	consolidated financial statements in the registration
	document.	p.240			-	Statement	of
		-	Statement	of	comprehensive income :
		comprehensive income :	p.191
		p.241			- Statements of changes in
		- Statements of changes	equity: p.194-195
		in equity: p.244-245		-	Cash flow statements:
		- Cash flow statements:	p.196-197
		p.246-247			-	Notes to	consolidated
		-	Notes to	consolidated	financial	statements:
		financial	statements:	p.198-254
		p.248-329
11.1.6	Age of financial information	p.240-334			p.190-259
	The balance sheet date of the last year of audited
	financial information may not be older than 18 months
	from the date of the registration document
11.2	Auditing of Historical financial information

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