CREATING THE LEADER IN EUROPE FOR CAR RENTAL

CREATING THE LEADER IN EUROPE FOR CAR RENTAL SERVICES IN PARTNERSHIP WITH THE N° 2 IN NORTH AMERICA 1

After increasing its stake in Eurocar France’s to 100% by buying out through Arval, the 50 % participation held by the VAG group (10 April 2000), the BNP Paribas group sets up with Avis Group an alliance under the terms of which Ø BNP Paribas will own 80% in PHH Europe which will merge with Arval to become Arval PHH, leader in Europe as well as in France, United Kingdom and Italy Ø Arval PHH and PHH North America will develop a global and long term partnership both commercial and operational; PHH North America will become PHH Arval 2

The Car Rental Services Business 3

A Trend: Continued Move Towards Outsourcing. . . Positive market trends: • outsourcing financing and corporate car fleet management to refocus on the core-business • efforts to achieve better cost control in relation to car fleets, often the company’s 2 nd or 3 rd largest expenditure • growing and more sophisticated demand for carrelated services A rapidly growing market in Europe Managed fleet: +7 % per year for the past 4 years 4

… Creating Considerable Potential Growth in Europe ÄEmergence of new types of customers (public sector enterprises) Ä Strong growth of the European market : 7% per year forecasted by 2004 (“Market Line”) 3, 800, 000 cars at the end of 1999 and 5, 500, 000 at the end of 2004 17% 1999 (in 000 ’s units) 2004 (in 000 ’s ’units) 1650 Average growth rate (2000 - 2004) 1470 900 13% 1400 9% 800 7% 6% 510 440 365 2% UK 290 140 France Germany Netherland Italy 190 180 130 Belgium 100 Spain 5

Changes in the Business: From Financing to Related Services Ä Changes in corporate demand: credit leasing financing lease with no services financing lease with services including: Ø financing of the fleet Ø management of the fleet maintenance, assistance and car replacement, insurance and accident management, risks policy (shared or not with the client) Ø fuel card management Ø other services take over of the cars and sell off, accounting and operational reporting, advising with respect to car policy A range of products and services generating strong customer loyalty 6

The Business Fundamentals Ä The keys for success Ä Financing capacity Ä IT development and internet capabilities Ä Logistic management expertise (service platforms) Ä Risk analysis expertise: customer risk, cost risk, risks related to residual values Ä Strong international presence Ø high entry barriers Substantial recurring income High proportion of commissions 7

Arval 8

Arval Service Lease Ä Created in 1989 Ä operates in 10 countries in Europe Ä Business positioning focusing on the leading global groups, customers BNP Paribas has decided to give special attention to Ä Customised services based on an in-depth analysis of each customer’s special needs Ä A sustained growth and high profitability the past 4 years Goal: to take a leading position in Europe 9

Sustained Growth in Managed Fleets Pro forma 1999 136, 600 avec Europcar Lease 175, 600 95, 000 Outside France 52, 100 121, 500 32, 200 10, 400 14, 700 82, 500 21, 500 68, 900 France 1 w 999 E ith Le uro as pc e ar 19 99 19 98 19 97 19 96 19 95 19 94 19 93 41, 800 The No. 1 Independent Multi-Brand Car Rental Company in France and Italy and No. 3 in Europe 10

Consolidated Financial Results of Arval 20 18, 0 18 16 In M � 14 11, 8 12 Gross result 10 8 6, 9 6 3, 1 1, 7 1, 6 1, 9 1993 1994 7, 1 6, 5 (*) 4, 8 4, 3 4 2 Net result 2, 7 2, 9 3, 1 1995 1996 1997 0 1998 1999 Excluding start-ups (less than 3 years) and new acquisitions, net result grew by 41 % in 1999 (*) In 1999 : increase in corporate tax and impact of Ryland acquisition in the UK 11

PHH Europe 12

PHH en Europe Ä Subsidiary 100% owned by the Avis Group, n° 2 in North America Ä Arval’s exclusive partner in the US since 1995 Ä Undisputed leader in the UK: Long-term leases Fleet management Fuel cards Third-party maintenance Accident management Numbre of Cars/Cards 62, 500 360, 000 1, 335, 000 220, 000 cards 263, 000 vehicules covered Market Share 3% 28% 80% 28% 32% %Sales 17% 23% 41% 7% 7% Ä Presence in Germany and Austria Ä The same focus on large corporates and the same business understanding as Arval Ä Complementary technologies (extranet) with Arval 13

Fuel Cards: A Dominant Position in the United Kingdom Ä 1. 3 million cards managed, 6 times more than its closest competitor Ä A payment card service for corporate fleet users which offers the following benefits: Ø gas can be purchased in 85% of service stations in the UK (12, 000 stations) Ø Detailed reporting of purchases by cardholder and by company Ä Co-branding and direct subcontracting capacity for oil companies Ä Substantial growth potential: 45% of company cars are not yet equipped with cards 14

A Strong Know-how in New Technologies: PHH Interactive Ä An extranet system accessible by all customers (companies, users) with a powerful database (data warehousing) offering: Ø Access to all management information (consumption, details on accidents, details on ongoing contracts, background data) Ø Up to the minute updates Ø Data downloading, chart and graph analyses Ø Tailor-made reporting Ø « Push » system (information, automatised warning…) 15

The Arval-PHH Europe Alliance 16

A Powerful Business Logic Ä A clear illustration of BNP Paribas Group’s strategy : Ø Ø Ø Developing the Specialised Financial Services business Acquiring leading positions in Europe in fast growing businesses Growing the share of recurring income on high ROE busineses Expanding the customer base Stepping up technological innovation Ä An alliance that confirms the 5 year-old relationship between PHH and Arval in Europe and in North America Ä A significant potential of synergies of USD 16 million in 2002 Ø Ø increase in the equipment rate of PHH ’s customers (mainly in Long Term Leasing) Economies on future investments (new locations, IT) complementarities betwenn Arval UK and PHH UK Cross-selling other group products to PHH’s customers 17

A Powerful Business Rationale : Creating the European Leader Arval PHH 600 000 536 000 ü 1 st in Europe * Managed fleet (end of 1999) 500 000 ü 1 st in France * PHH Europe 360 000 400 000 Lease Plan 340 000 GE 270 000 300 000 Dial 110 000 100 000 ü 1 st in the UK * ü Penetration into the German market Arval+ECL 175 000 200 000 ü 1 st in Italy * Athlon CW Lease 60 000 Axus 85 000 0 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 Number of countries with local subsidiaries * en nombre de véhicules gérés 18

Considerable Geographic Complementarities PHH Europe Arval + PHH Europe Arval PHH : n° 1 in Europe 19

Considerable Geographic Complementarities A comprehensive commercial approach US- Europe : marketing under one single brand PHH Arval in North America Gained market share with major corporate accounts thanks to a complete product offering on both continents 20

Highly Complementary Products Ä Long-Term Leasing: increased financing capacity which allows the expansion of the services offered to the customers of PHH Europe Ä PHH ’s expertise: Ø a new addition to BNP Paribas Group’s European business cards service Ä PHH Interactive: expertise and cutting-edge technology complemental to Arval ’s (extranet), made available to Arval PHH’s customers in Europe and to common clients of Arval PHH and PHH Arval in North America 21

The Terms of the Alliance Ä Timetable: Ø A Memorandum of Understanding signed on 17 April 2000 Ø Final agreement end of June 2000 Ä Under the Deal: Ø BNP Paribas will hold 80% of PHH Europe Ø Goal to merge PHH Europe and Arval within the next six months, and Avis Group maintains a stake in the new integrated entity resulting from the merger 22

The Terms of the Alliance Ä Integrated management team for the entire business within BNP Paribas Group: Ø CEO: F. Dambrine (head of the business) Ø MD for Continental Europe: P. Noubel (MD of Arval) to which PHH Germany would report Ø MD for UK/Ireland: J. Cullum (MD PHH Europe), to which Arval UK would report (Ryland) Ä Financial Terms: Ø Cost of the deal: in excess of USD 800 million (based on current figures available) Ø Impact on the EPS: slightly dilutive in 2000, accretive in 2001 23

Impact on Earnings Per Share (EPS) 2000 2002 Impact on net result of - 2. 5 M€ 18/22 M€ SFS Impact on group’s EPS slightly dilutive + 0. 4 % Impact on Cooke ratio - 23 bp (*) after taking into account amortization of the 460 M$ goodwill over 20 years 24

The new Arval PHH Pro forma figures as at 31/12/99 Arval PHH* Number of vehicles under management 136 800 535 600 o/w number of vehicles financed 101 800 192 400 Outstandings** 900, 0 2 183 NBI** 79, 8 285 GOI** 17, 5 87 Staff 773 2 353 Total Assets** 1 146, 3 3 181 * including Europcar Lease à 100 % ** in million of € 25

The new SFS Total SFS before Outstandings NBI GOI Staff individuals corporates France International Total SFS after 47 107. 0 48 253. 7 31 263, 0 15 844. 0 16 990. 7 1 978. 0 2 175. 8 1 429. 0 549. 0 746. 8 731. 0 799. 6 527. 0 204. 0 272. 6 10 077 11 480 5 971 4 106 5 509 26

The New SFS Increase in allocated capital 2000 2002 Acquisition of 50 % of ECL 9 11 Acquisition of 80 % of PHH Europe 91 110 Total 100 121 20 % 24 % % of industrial plan 27