Lincoln Financing Holdings Pte. Limited

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Lincoln Financing Holdings Pte. Limited Q4 results 23 March 2017 This report provides the unaudited combined accounts for Lincoln Financing Holdings Pte.

1 Lincoln Financing Holdings Pte. Limited Q4 results 23 March 2017 This report provides the unaudited combined accounts for Lincoln Financing Holdings Pte. Limited (the Company ), its finance subsidiary Lincoln Finance Limited (the Issuer ) and its holding subsidiary LP Group B.V. ( LP Group ), and also incorporates the accounts for LeasePlan Corporation N.V. ( LeasePlan ) for the period ending 31 December. The Company is incorporated in Singapore and operates as a holding company for the investment in LeasePlan by a consortium of long-term responsible investors including leading Dutch pension fund service provider PGGM, Denmark s largest pension fund ATP, GIC, Luxinva S.A., a wholly owned subsidiary of the Abu Dhabi Investment Authority (ADIA) and investment funds managed by TDR Capital LLP (the Consortium ). The Issuer is a wholly owned subsidiary of the Company, incorporated in Jersey for the purposes of raising acquisition finance. LP Group is a wholly owned subsidiary of the Company incorporated in the Netherlands for the purposes of directly holding the investment in LeasePlan. The acquisition of LeasePlan by the Consortium was completed on 21 March. The Issuer issued 1,250 million 6.875% Senior Secured Notes due 2021 and $400 million 7.375% Senior Secured Notes due 2021 (collectively, the senior secured notes ) on 16 March to finance a portion of the purchase price for the acquisition of LeasePlan. The Company and the Issuer were each incorporated in March 2015, and LP Group was incorporated in February 2015, but each had no material trading, assets or liabilities prior to the issuance of the senior secured notes and the completion of the acquisition and therefore no prior year comparison figures are included in this report. These accounts provide combined financial information of the Company, the Issuer and LP Group and provide a consolidated position including LeasePlan. For detailed information on LeasePlan reference is also made to its published Q4 report on

2 Given the completion of the acquisition on 21 March, the consolidation of LeasePlan, and particularly of its results, takes effect as of 31 March. The 31 March balance sheet of LeasePlan is considered the opening balance sheet for the Company and LP Group in their consolidation. The investment in LeasePlan is valued by LP Group and the Company on their balance sheet at the level of the net equity value, including appropriation of net result. In accordance with IFRS requirements, a purchase price allocation process has been completed for LP Group in. This purchase price allocation could be subject to reassessment in This purchase price allocation process has identified intangibles and any remaining goodwill representing the difference between the 3,531.5 million purchase price, the receivable on LeasePlan that LP Group obtained for the 2015 dividend of million and the net equity value of LeasePlan as per the opening balance sheet date of 31 March. With regard to the latter, reference is made to LeasePlan's accounts for the quarter ended 31 March, which show equity of 2,901.4 million after deduction of the 2015 dividend of million. With respect to the income statement, these combined results show the increase in net equity value of LeasePlan over the last nine months of, being the reporting period since the effective date of consolidation of 31 March. The income statement also shows the accrued interest expense on the senior secured notes and certain expenses incurred in relation to the acquisition and the financing thereof. The latter expenses are partly depreciation of capitalized expenses that are depreciated over the life time of the senior secured notes, and partly expenses of a one-off nature. Therefore the results of Q4 are impacted negatively by the expensed acquisition related costs, and hence the results shown here will not be directly comparable to expected future results, in which substantially less expenses will be incurred. The consolidated accounts do not provide information on the operational performance of LeasePlan, the single (indirect) investment made by the Company. For information on the operational performance of LeasePlan, please refer to its published results for Q4, which are available at: In Q3, LeasePlan declared an interim dividend of million, which has been paid on 3 October. Note: Defined terms used but not defined in this report have the meaning given to them in the offering memorandum for the senior secured notes issued by the Issuer.

3 Net debt position The debt of the Issuer, which is consolidated by the Company in addition to the debt of LeasePlan, amounts to 1,544 million, representing the net value of the 1,250 million bonds and the $400 million bonds issued to finance the acquisition of LeasePlan. The net value reflects the nominal value of the notes at current USD/EUR rate, and a deduction for capitalised fees in relation to the issuance of the senior secured notes. The Company, the Issuer and LP Group have a total cash balance of 591 million. This includes 279 million in the Interest Reserve Account ( IRA ), and 194 million in the Interest Coverage Account ( ICA ). This provides a combined IRA and ICA balance of 473 million, which represents 4.4x the annual interest expense of the senior secured notes. In addition to the balances of the ICA and IRA, the Company, the Issuer and LP Group have further cash balances of 118 million.

4 Financial statements Income Statement Notes LeasePlan Corporation N.V. Company Issuer & Group (delta) Company Consolidated Consolidated Profit & Loss In thousands of euros EUR 000 EUR 000 EUR 000 Revenues Cost of sales ( ) - ( ) Gross margin Director Fees - (44) (44) Staff expenses ( ) - ( ) General and administrative expenses 9 ( ) (4.283) ( ) Acquisition related expenses 9 - (53.430) (53.430) Depreciation and amortisation 2 (42.857) (11.200) (54.057) Impairment charges on loans and receivables (16.404) - (16.404) Total operating expenses ( ) (68.956) ( ) Other operating incomes Operating result (68.941) (28.110) Share of profit of investments accounted for using the equity method Interest and similar income Interest expenses and similar charges 10 ( ) (99.443) ( ) Net income from other financial instruments at FVTPL Unrealised gains/(losses) on financial instruments (21.666) (12.248) Financial result ( ) Result of ordinary activities before taxation ( ) Income tax 11 (80.267) (70.221) Result of ordinary activities after taxation ( ) Profit from discontinued operations net of tax Consolidated Profit for the period ( ) Attributable to: - Owners of the parent ( ) Non-controlling interests Total Consolidated Profit for the period ( ) Consolidated statement of comprehensive income Items that will not be reclassified to profit or loss Remeasurement of post-employment benefit reserve, before tax (3.717) - Income tax on post-employment benefit reserve (1.156) Subtotal changes post-employment benefit reserve, net of income tax (2.561) - Items that may be subsequently reclassified to profit or loss Changes in cash flow hedges, before tax (11.234) - Cash flow hedges recycled from equity to profit and loss, before tax (5.237) Income tax on cash flow hedges (1.499) Subtotal changes in cash flow hedges, net of income tax (4.498) - Exchange rate differences (2.503) - Other comprehensive income, net of income tax (9.562) - Changes in post-employment plans in associates 398 (398) - Total comprehensive income for the period ( ) *Not Quarter 4 of LeasePlan but reflects period since effective consolidation date of 31 March. **For comparison reason, note that some reclassifications and or adjustments were made in Q4 vs. Q3: - In Q4, the Purchase Price Allocation including the additional Goodwill of 57 M, which equal the Deferred Tax Liability, has been reflected at Company consolidated level. - In Q4, the VAT and CIT position have been reflected at Company consolidated level, with VAT receivable of 1.7 M and CIT receivable of 10 M. - In Q4, 4 M were reclassified from Acquisition related fees to G&A expenses. - In Q4, the other intangible assets have been amortized for 11.2 M.

5 Balance Sheet Notes LeasePlan Corporation N.V. Company Issuer & Group (delta) Company Consolidated Consolidated Assets as at In thousands of euros EUR 000 EUR 000 EUR 000 Non-current assets Property and equipment under operating lease and rental fleet Other property and equipment Goodwill Other intangible assets Investments accounted for using the equity method Deferred tax asset Other financial assets Total non-current assets Current assets Inventories Amount due from parent companies Receivables from financial institutions Receivables from clients Other receivables and prepayments Corporate income tax receivable Derivative financial instruments Cash Assets classified as held-for-sale Total current assets Total assets Notes LeasePlan Corporation N.V. Company Issuer & Group (delta) Company Consolidated Consolidated Equity and liabilities as at In thousands of euros EUR 000 EUR 000 EUR 000 Capital and reserves Issued share capital Share premium ( ) - Other reserves (9.725) Retained earnings ( ) (48) Result of the year attributable to the Owners of the Parent ( ) Total equity ( ) Non-current liabilities Debt securities issued Borrowings from financial institutions Funds entrusted Provision Deferred tax liabilities Total non-current liabilities Current liabilities Amounts due to parent companies Trade and other payables and deferred income Derivative financial instruments Other Financial liabilities Corporate income tax payable Total current liabilities Total liabilities Total equity and liabilities

6 Cash Flows Statement LeasePlan Corporation N.V. Company Issuer & Group (delta) Company Consolidated Consolidated statement of cash flows In thousands of euros EUR 000 EUR 000 EUR 000 Operating activities Profit for the period ( ) Adjustments Interest income ( ) - ( ) Interest expense Impairment on receivables Depreciation operating lease portfolio and rental fleet Depreciation other property and equipment Amortisation and impairment intangible assets Capitalised fees related to issuance of debt securities - (97.902) (97.902) Amortisation capitalised fees related to issuance of debt securities Share of profit of investments accounted for using the equity method (3.207) - (3.207) Financial instruments at fair value through profit and loss (9.418) Income tax expense Changes in Provisions Derivative financial instruments (59.347) (16.328) (75.675) Trade and other payables and other receivables (49.098) (14.797) (63.895) Inventories (1.936) - (1.936) Amounts received for disposal of subsidiaries (40.650) - (40.650) Amounts received for disposal of objects under operating lease Amounts paid for acquisition of objects under operating lease ( ) - ( ) Acquired new finance leases and other increases of receivables from clients ( ) - ( ) Repayment finance leases Cash generated from operating activities ( ) ( ) ( ) Interest paid ( ) (62.958) ( ) Interest received Income taxes paid ( ) - ( ) Income taxes received Net cash flows from operating activities ( ) ( ) ( ) Investing activities Acquisition of subsidiary, net of cash acquired - ( ) ( ) Proceeds from sale of other property and equipment Purchases of other property and equipment (32.537) - (32.537) Purchases of intangible assets (30.673) - (30.673) Divestments of intangible assets Loans provided to investments accounted for using the equity method (54.450) - (54.450) Redemption on loans to investments accounted for using the equity method Dividend received from investments accounted for using the equity method Movement in held-for-sale investments Proceeds from sale of subsidiaries Net cash flows from investing activities (17.071) ( ) ( ) Financing activities Proceeds from issue of share capital Receipt of receivables from financial institutions Balances deposited to financial institutions ( ) - ( ) Receipt of borrowings from financial institutions Repayment of borrowings from financial institutions ( ) - ( ) Receipt of funds entrusted Repayment of funds entrusted ( ) - ( ) Receipt of debt securities Repayment of debt securities ( ) - ( ) Dividends paid to Company's shareholders ( ) - ( ) Net cash flows from financing activities Cash and balances with banks at January, 1st Net movement in cash and balances with banks Q Net movement in cash and balances with banks Exchange gains/(losses) on cash and balances with banks Q Exchange gains/(losses) on cash and balances with banks (644) - (644) Cash and balances with banks as at closing Cash and balances at central bank Call money, cash at banks Call money and bank overdrafts ( ) - ( ) Balance as at December, 31st for the purpose of the statement of cash flows

7 Notes on the Company issuer and Group All amounts are in thousands of euros, unless stated otherwise NOTE 1 - GENERAL The Company s financial statements are prepared pursuant to the accounting policies used in the consolidated financial statements of LeasePlan Corporation N.V. under IFRS. Full set of consolidated financial statements are prepared and audited at the level of LeasePlan Corporation N.V. A reasonably detailed description of the material differences between the consolidated financial statements of LeasePlan Corporation N.V. and the Company have been included in the notes. NOTE 2 Purchase price allocation LP Group B.V. has acquired 100% of the shares in LeasePlan Corporation N.V. (hereafter LPC ) as at March 21,. Following the acquisition of LPC, LP Group B.V. has been required to perform a purchase price allocation in accordance with IFRS 3. The purpose of the PPA is to allocate the consideration transferred to all assets and liabilities of LPC at the date of transaction, consequently the identified assets and liabilities of LPC are reflected at fair value. The fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participation at the measurement date. The allocation is as follow: Initial purchase price Dividend received Adjusted purchase price Shareholder's equity Previously recognised goodwill Excess purchase price Brand name Customer contracts Customer relationships Other Intangible Assets Fair value step-up Investment under equity step-up Goodwill Excess purchase price Opening Balance Other Intangible Assets Amortisation of the period Closing Balance Other Intangible Assets Goodwill Increase of goodwill due to deferred tax liabilities Previously recognised goodwill Goodwill Delta

8 NOTE 3 Cash Cash held at LP Group B.V Cash held at Lincoln Finance Ltd. (Jersey) 2 Cash held at Lincoln Financing Holdings Pte Ltd Cash The Company, the Issuer and LP Group have a total cash balance of 591 million. This includes 279 million in the Interest Reserve Account ( IRA ), and 194 million in the Interest Coverage Account ( ICA ). This provides a combined IRA and ICA balance of 473 million, which represents 4.4x the annual interest expense of the senior secured notes. In addition to the balances of the ICA and IRA, the Company, the Issuer and LP Group have further cash balances of 118 million. NOTE 4 Equity Issued share Share Other Retained Result of capital premium reserves earnings the year LeasePlan Corporation N.V. Consolidated (9.725) IFRS 3 - adjustment on previously recognised (98.604) - goodwill (98.604) IFRS 3 Purchase price allocation effect LP Group B.V. sub-consolidation IFRS 10 - Equity and investment elimination (71.586) ( ) ( ) ( ) of subsidiaries ( ) LP Group B.V. Consolidated Lincoln Finance Ltd. (Jersey) (16) 16 2 Lincoln Financing Holdings PTE Ltd (32) ( ) IFRS 10 - Equity and investment elimination ( ) ( ) ( ) of subsidiaries Company Issuer & Group (delta) ( ) ( ) ( ) ( ) Company Consolidated (48) NOTE 5 Debt securities issued EUR Senior secured note principal amount Capitalised financing fees Amortisation of capitalised financing fees Net book value USD Senior secured note principal amount Capitalised financing fees Amortisation of capitalised financing fees 743 Net book value Total Net Book value NOTE 6 Derivative Financial Instruments In the framework of Hedge instruments, the Company has purchased a derivative instrument ( Currency Swap ). The amount recognized at fair value amounts to as at 31 December.

9 NOTE 7 Deferred tax liabilities A deferred tax liability amounting to (at an effective income tax rate in The Netherlands of 25%) has been recognized on the amount of fair value adjustment of (referring to Note 2), impacting the liabilities of the Company. NOTE 8 Other financial liabilities Accrued interest on EUR Senior secured note principal amount Accrued interest on USD Senior secured note principal amount Interest paid on EUR Senior secured note principal amount Interest paid on USD Senior secured note principal amount Currency exchange gain Unrealised loss 134 Other Financial liabilities NOTE 9 General and administrative expenses Acquisition related expenses Professional fees Other general expenses 36 Banking costs 114 General and administrative expenses Acquisition related expenses NOTE 10 Interest expenses and similar charges Interest expenses on EUR Senior secured note Interest expenses USD Senior secured note Amortisation of capitalised financing fees Interest expenses related to cash position Currency exchange gain Currency exchange loss 200 Interest expenses and similar charges NOTE 11 Income tax LP Group B.V. forms a fiscal unity with LPC in the Netherlands regarding the corporate income tax and VAT. Management has made an assessment of which acquisition related expenses being tax deductible. As a result, the Company has provisioned an income tax receivable/income at the level of LP Group B.V for an amount of

10 NOTE 12 Unrealized gain/loss on financial instrument This amount relates to unrealized losses recognized on USD400 million Senior secured note (refer to Note 5) amounting to 21 million. For further information: About LeasePlan LeasePlan is a global fleet management and driver mobility company of Dutch origin. Our full service offering consists of financing and operational fleet management services to meet the needs of a diverse client base. Established in 1963, we have grown to become the world s leading global fleet management and driver mobility company with more than 85% of our 7,400 strong workforce now operating outside the Netherlands. Our global franchise manages over 1.6 million multi-brand vehicles and provides global fleet management and driver mobility services in 32 countries. We have a proven track record in enhancing our presence in traditional mature fleet markets, as well as expanding into new markets and growing our business to market leading positions. We are able to capitalize on our global presence and international network by providing innovative products and high quality service to meet the needs of our clients globally. We aim to do this by using our expertise to make running a fleet easier for our clients. This is reflected in our universal promise to all our clients: It s easier to leaseplan.for more information, please refer to Disclaimer This information is based on internal information used by the management of the Company. We caution that the foregoing information has not been and will not be audited or reviewed by our independent auditors. Financial and other information in this document may contain certain forward-looking statements (all statements other than those made solely with respect to historical facts) based upon beliefs and data currently available to management. These statements are based on a variety of assumptions that may not be realized and are subject to significant business, economic, legal and competitive risks and uncertainties. Our actual operations, financial conditions, cash flows and operating results may differ materially from those expressed or implied by any such forward-looking statements.

Lincoln Financing Holdings Pte. Limited

Lincoln Financing Holdings Pte. Limited Q1 2017 results 19 May 2017 This report provides the unaudited combined accounts for Lincoln Financing Holdings Pte. Limited (the ), its finance subsidiary Lincoln