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M&A Announcement

Jan 6, 2022

Frédéric Oudéa
CEO, Société Générale

Good morning to all of you. First of all, a very happy New Year to you and your loved ones in this still uncertain environment. Let's hope we will be able at some point to turn the page of this pandemic. We are really delighted to have this conference call on this announcement of this proposed transaction. What I'd like to do is, with my colleagues, to briefly present this transaction. I will make an introduction, then leave the floor to Tim Albertsen, who is the CEO of ALD, who will then go into more detail on the rationale, industrial, strategic and financial for ALD.

Diony Lebot, Deputy CEO, in charge in particular of supervising this business and who is the chairwoman of the board, will comment on its impact beyond just ALD, but also on Société Générale. I will conclude. Let me first start with the first slide. Clearly, this proposed combination of ALD and LeasePlan that we had first announced a few months ago is a unique and rare opportunity to create a global leader in a growing and highly promising industry that is undergoing a deep transformation. New ALD will be at the forefront of the three fundamental trends underpinning the ongoing mobility revolution.

First of all, with respect to cars, there is a profound shift from ownership to usership with an accelerated evolution towards mobility as a service. Second, rising environmental awareness as well as the growing regulation leads to an increasing demand for electric vehicles and sustainable mobility solutions, in particular through multi-cycle, flexible and multi-modality solutions. Third, as in other sectors, but of course in particular with this sector, this industry is facing an asset-driven digital transformation with demand for and opportunities for digital services acceleration. So again, it's a formidable transformation ahead for the next 15 years. Really, this company will be able to take advantage to benefit from these structural trends. This company will effectively benefit from expertise which are complementary, increased investment capacities.

with a leading position with different clients be at the forefront of this transformation. From a value creation perspective, it's beneficial both for ALD and its shareholders and for Société Générale shareholders. For ALD and its shareholders, the EPS accretion is estimated at 20%. For Société Générale shareholder, we estimate that it would lead to an EPS accretion of 5% in 2024, a return on investment of 16%, and an uplift of our tangible return on equity of around 80 basis points in 2024. Let's turn to the next page.

I just would like to highlight here the formidable development of ALD in the last twenty years, which is really the result of a long-term vision supported by a disciplined execution. Let me just remind you that in 2001, ALD was, at the end of the day, a relatively small company that Société Générale bought with less than 300,000 cars. Then we embarked in a development made of organic and bolt-on acquisitions with a milestone in 2017, which was the major one, the IPO, which had already as a purpose the opportunity for consolidation in this market. At the time, we had 1.5 million vehicles.

We pursued the development, again in the same way, with, for example, recently, an announcement of this bolt-on acquisition of Banco Sabadell. We've also made acquisitions of startups to enrich the model. Of course, while we have now this milestone opportunity as previously described, which will lead to, again, 3.5 million vehicles, which will be managed by this company. Let me now go through the structure, and I must say, you know, I have highlighted to you in previous presentations that we were taking the time to really optimize the transaction, negotiate the terms, in a very disciplined way. This slide is trying to summarize the transaction. You can see effectively what we are buying.

The total consideration paid for LeasePlan is EUR 4.9 billion. It corresponds to a P/E multiple of around 6.5 times the underlying annualized nine months 2021 results of LeasePlan. The price is based on a net asset value of EUR 3.5 billion for LeasePlan, which will distribute its surplus capital to its shareholders ahead of closing. The transaction is structured as an acquisition by ALD of LeasePlan through a combination of cash and shares with a high proportion of share consideration, thus aligning interests of Société Générale, ALD, and selling shareholders in the success of the merger.

LeasePlan shareholders will receive 30.75% of the new ALD, as well as warrants equivalent to an incremental 3% of the issued share capital of ALD at closing, and equivalent to an incremental 2% ownership on the fully diluted basis. Combined with a 12-month lockout period, this is a sign of confidence in the value creation potential of the transaction from LeasePlan shareholders' perspective. In addition, LeasePlan shareholders will receive EUR 2 billion in cash, which will be financed by ALD through around EUR 1.3 billion rights issue and the use of around EUR 700 million of surplus capital. Société Générale will underwrite the rights issue and participate in order to achieve a 51% ownership on a fully diluted basis. I really believe this is an optimized structure.

It allows Société Générale again to build a formidable leader in this mobility market while remaining a long-term controlling shareholder of ALD. It is aligning all the stakeholders in the success of the transaction. The price, as highlighted by many of you, is very disciplined in a world of inflated asset valuation. It also enlarges the free float of ALD in absolute amount, hence improving liquidity and attractiveness of ALD share. Let me mention that we expect the closing of the transaction to take roughly 12 months, and we have the ambition potentially to close at the end of 2022.

If I turn to the next page, let me just then highlight some really very key features of the benefits of this transaction for Société Générale business model. As you know, I think this transaction fits very well with our strategic vision, which is to focus on businesses where we have leadership positions, and the mobility sector is one of them, and where we see growth opportunities and innovation capacities. The combination is clearly also an illustration of our objectives to allocate selectively capital towards the most profitable and most promising businesses in synergy with the rest of the group.

Third, as we enter into this formidable revolution around ESG, let me highlight that we see this transaction as a clear illustration of our capacity to accompany the economies, our clients, in their own transformation and in the energy transition. I'm very confident, very convinced that for companies as well as people, the capacity precisely to embark on the change of usage of cars with electric vehicles is clearly a way to demonstrate their own willingness to participate. I'm really very positive, and it's again a clear sign of our own commitment to act and engage with our clients. Needless to say, as I had told you previously, we wanted to ensure a manageable impact on our capital.

As you can see, as previously mentioned, the 40 basis points of impact of Société Générale means we are absolutely in line with this idea of allocating 60% of our capital to the businesses through organic growth and also this kind of very value creative acquisitions, and 60% to the distribution in terms of distribution to our shareholders. I would like now to turn the floor to Tim Albertsen, who will comment more in detail on the mobility industry trends and of course this transaction for ALD. Tim, floor is yours.

Tim Albertsen
CEO, ALD Automotive

Thank you, Frédéric. Yes, good morning to everyone. With this transaction, we are creating a global champion with a unique business profile, both in terms of size and strength. This is only one side of the story. The other side of the story is that the mobility landscape is one of the most attractive and exciting growth industries today, and the new ALD will be in a perfect position to drive and lead this fundamental change going forward. When we look at the mobility sector, it's undergoing severe transformation together with the automotive industry as well.

I think that I already mentioned the main trends is the data-driven digital transformation, the fact that people are moving away from ownership to usership, and that typically the development of innovative mobility solutions, in particular to the multi-cycle and flexible and multi-modality solutions are in high demand, both from corporates and consumers, and not least the fact that, the fleets are becoming electrified, going forward. All this is actually, spilling a lot of growth opportunity for business like ALD. The trends are reshaping the sector and are creating tremendous growth opportunities, as illustrated on the right-hand side of this slide, with, the emergence of new addressable segments such as B2B2E, which is typically where we serve not just the people who are eligible for company cars in our corporate segment, but all employees of the company.

Together with an expansion of products and services offered, which some areas refer to as the subscription on flexible contracts, which actually is anticipated to grow by more than 25% per annum for the next 10 years. On slide nine, just a quick word on ALD as of today. We are already a leading player in this industry, and it's, let's say, a leading position, not just due to size and growth, but also the fact that we have a very balanced business model in terms of geography, mix, and client base, but also in terms of channels. We have a very, let's say, innovative culture that has allowed us to innovate and make new value proposition for clients, thanks to a broad product offering in terms of services, digital capacity, and let's say new mobility products.

We have actually close to 30% of our deliveries in 2021 is electric vehicles, so we are clearly having a leadership in terms of sustainable mobility already. Obviously, we have had some exceptional operating track records in terms of the best cost income in the industry. Now, the key differentiating attributes of ALD, which are impressive growth journey, more than 7%-7% CAGR since 2017, while maintaining a best-in-class operating efficiency with a cost-income ratio below 50% as of the nine months of 2021. ALD operating excellence is a major reason why we are uniquely positioned as the partner of choice in the industry for our clients, for our employees, for the society, and for LeasePlan. Together, ALD and LeasePlan will be even better equipped to play the major role in the mobility revolution that is undergoing.

On next slide. What is highly attractive about ALD and the LeasePlan combination is that there are two leading players of the industry who present compelling complementarities while offering, at the same time, outsized potential synergies and value creation. Indeed, ALD and LeasePlan have a highly complementary business mix and footprints, complementary client base with limited overlap across the full spectrum of corporate SME clients and consumers. Both players are trendsetters in a fast-growing private segment. We have a complementary European footprint and a global reach with top five franchises in most LATAM and Southeast Asian markets. ALD has a striking strength in the partnerships, well complemented by LeasePlan's track record with large corporates. LeasePlan's deposit collection capabilities further diversify our ALD funding mix.

Equally, the combination of the two franchises will result in synergies generation through an alignment of business models by enhancing the client coverage and segments, expanding the product offering through a particularly extensive digital capability, broadening of the remarketing capabilities through a multi-channel setup and a partnership with CarNext, and it will definitely improve the funding structure of the combined entities. The combination of ALD and LeasePlan will play a leading role in accelerating the shift towards mobility as a service for corporates through a unique position to address their emerging complex mobility needs and for individuals through a unique ability to propose innovative mobility solutions to address changing mobility behaviors. We are strongly convinced that the combined entity will be the best position to lead the data-driven digital transformation of the sector.

This is due to ALD's and LeasePlan's strong digital and innovation DNA, as well as the combined entity increased investment firepower it will have going forward. Last but not least, New ALD will have the size and capability to be a major player in sustainable mobility, steering and facilitating the convergence towards electric vehicles. Given its global leadership and enhanced capabilities, the new ALD will be well positioned to capture an outsized share of the expected market growth. Our business will be structurally growing, and we expect the total fleet growth equal or above 6% post-integration, above the market, which is expected to grow around 4%. Let us take you through second part and talk a bit about the value creation. The combination of ALD and LeasePlan will crystallize a number of financial benefits.

First of all, following the transaction, ALD's target cost-income ratio will improve from a range of 46%-48% to approximately 45% in 2025. Thanks to the natural scale effects resulting from the transaction, as well as the realization of cost synergies. The cost synergies is amounting to around EUR 380 million pre-tax on a run-rate basis and will come from both procurement and other cost synergies. They'll be fully phased by 2025. We are confident that we'll achieve these synergies as we have been conservative, in particular, on the procurement synergies. To give a bit more color on the synergies, first of all, procurement synergies will account for the main part, around 50%. Savings will come from the various purchases made by new ALD as well as from services and indirect spending.

Procurement synergies might appear to be important, but to give a bit of perspective, they just represent around 1% of the annual procurement spending of the combined entity, which is around EUR 18 billion. This can be seen as rather conservative, we believe. Second, other cost synergies which are expected to materialize mainly through IT integration, operational efficiency, and the rationalization of the real estate footprint, as well as the roll of ALD's superior operational and technology capabilities across the combined, companies. In order to achieve these cost synergies, we have anticipated restructuring charges pre-tax to be incurred in 2023 and 2024 that would represent around 1.25% times the amount of expected synergies, around EUR 425 million. Next slide.

Slide 14 gives you some color on the capital structure and the robustness of the balance sheet of the new ALD. New ALD will be applying for financial holding status, which will widen its funding options going forward. The targeted capital ratios of new ALD at closure will be circa 13% CET1 capital and a total capital ratio 15%-16%, which will provide comfortable buffers in terms of regulatory requirements while improving the capital structure. Soc Gen will of course continue to support ALD in its funding needs, as it has always been the case, which obviously brings flexibility in the funding requirements. New ALD will also benefit from the well-established presence of the LeasePlan Bank in Germany and in the Netherlands, where it collects deposits, which will contribute to the diversification of the funding for new ALD.

The liquidity, the funding support from Soc Gen, and the fact that new ALD will become a regulated entity should be seen favorable by rating agencies. New ALD is targeting a rating at least in line or better than ALD's current ratings, which is a BBB with Standard & Poor's and BBB+ with Fitch. Overall, new ALD as a regulated entity with a strong rating should benefit from even better market access going forward. Next slide. In addition to the scale effects and the cost synergies, new ALD is here to generate additional value in three main areas: partnerships, investment capacity, and being part of Société Générale group. The combined entity will serve large corporates, SMEs and private customers in more than 40 countries with a broad product offering and a total fleet of 3.5 million vehicles.

The combination with LeasePlan will allow ALD to leverage its track record in partnerships for additional development through the LeasePlan footprint with more than 150+ partnerships. The transaction will boost significantly the innovation and digital capabilities of new ALD with enhanced firepower to invest into IT with a combined strategic investment in digital totaling close to EUR 400 million on a pro forma basis. These combined investments are expected to drive top line growth, cost efficiency and bottom line expansion. The diversification of the remarketing setup and the access to a broad pool of talent will also be a key driver of the extra performance. Equally, new ALD will keep benefiting from the strong support of Société Générale, in particular access to the bank's client base, rating and funding support, but also best practices in terms of risk management, compliance and governance.

In addition to scale effects on cost synergies, the enhancement of the business model of the combined entity will contribute to generate even more value. On the next slide, just to summarize, the numbers highlighted here show the strong strategic rationale of the deal, which translates into an attractive financial effect and delivers highly compelling value to the ALD shareholders. Starting on the left side, as you can see, the new ALD financial targets are very compelling. Cost-income ratio target of circa 45% resulting from structurally strong operating leverage through continued operational excellence and realization of the cost synergies. Strong capital return to the shareholders with a dividend payout of a target of between 50%-60%. As illustrated on the right hand, this combination translates into a very attractive and powerful transaction with a close to 20% EPS accretion for the ALD shareholders.

With that, I hand over to Diony Lebot to take you through the next section.

Diony Lebot
Deputy CEO, Société Générale

Yes. Good morning to everyone. Indeed, this transaction is reinforcing a business with sustainable, profitable growth and recurring revenues. It is highly accretive for the group and for the shareholders, and it will further reinforce a major business within the group which has strong fundamentals. As mentioned previously by Tim, growth prospects are strong, with the fleet growing higher than 6% per annum post-integration. Second, our revenues are resilient and recurring, with a high share of services and long-term contracts, a high share of fees, around 50% for the combined entity, and a low cost of risk across the cycle. As such, it will result in a significant improvement by around 80 basis points of the return on tangible equity at Société Générale group level. Let's now move to ESG.

As already said by Frédéric, ESG is at the heart of the strategy of each and every one of our businesses. It's even more the case with ALD and this mobility opportunity. Electrification is experiencing a strong acceleration with a number of battery-powered electric vehicles and plug-in hybrid electric vehicles expected to triple between 2020 and 2025 in Europe. We estimate that 1/3 of the market of passenger car deliveries will be electric vehicles in Europe by 2025. Our clients will hence be offered attractive financing terms for electric vehicle purchase, as well as electric infrastructure solutions such as home chargers, charging cards, et cetera. ALD, combined with LeasePlan, will be very well positioned to lead and promote the transition, thanks to complementary expertise in partnering with key players in e-mobility.

They will also develop new services around multi-modal and multi-cycle offerings to address clients' changing needs. Furthermore, the combined entity will have the innovative firepower, as already explained by Tim, to accelerate the time to market delivery of new sustainable mobility solutions. It will create additional momentum to deliver industry-leading ESG performance and accompany clients in their energy transition. The acquisition of LeasePlan will be highly value creating for Société Générale shareholders. With the combination, the EPS of Société Générale is expected to increase by more than 5% in 2024, based on the consensus, and the return on tangible equity by approximately 80 basis points from slide 20. In addition, it delivers very compelling double-digit return on investment above 16%.

Overall, thanks to its optimized structure, this transaction will have a limited impact of 40 basis points on Société Générale's cost-income ratio. Regarding the transaction timetable, as it is today, it is relatively standard for such transformational transaction. We will start the works council consultation in Q1, along with regulatory filings. The signing of the framework agreement is expected in Q2 2022. ALD IPO will be launched in second half of 2022 once regulatory approvals are received, and we estimate the closing in Q4 2022. Very importantly, as you have probably heard this morning at ALD analyst conference call, we want to highlight that we can rely on very seasoned and experienced management team led by Tim Albertsen, and motivated teams that are fully committed to achieving a successful integration.

We plan to complete integration in the main 12 countries within 18 months, and to fully implement the target operating model by 2025. With that, I hand it to Frédéric for the concluding remarks.

Frédéric Oudéa
CEO, Société Générale

Thank you very much, Diony. I just would like to highlight again the extraordinary unique opportunity we are citing.

Let me just mention that it's really the decision made in 2017 to float ALD, which has allowed us to structure the transaction as it was structured in a very optimized way, I think, for ALD and the Société Générale. I'd like to really highlight that here we should think about a 15-year story that we are just embarking. As market participants, I'm sure we will consider and we'll focus a lot on the next three years, but much beyond that. When we think about what is happening regarding, as I said, the usage of car, the change of behaviors, the change of the nature of the assets, and here I'm not even considering the autonomous cars, which was commented in Anglo-Saxon newspapers this morning.

There is again a fantastic opportunity to seize, and we are going to be a leader to seize that. I'd like to tell you that I consider this move as the beginning of the creation of a real third pillar in the business model of Société Générale, alongside our retail activities, alongside our wholesale activities, and that we have here wonderful options for growth and profitability much beyond the next three-year period, which will be dedicated to the integration. I think it's really an historical milestone for the group, and I consider this move as a real opportunity for our shareholders. That's what I wanted to say in conclusion, and now we are happy to take your questions.

Again, let's try to strive to this good discipline, two questions per person to start. Floor is yours.

Operator

Thank you. Ladies and gentlemen, if you wish to ask question you may press zero one on your telephone keypad. First question is from Madame Flora Bocahut from Jefferies International. Madame?

Flora Bocahut
Equity Research Analyst, Jefferies International

Good morning. First of all, congratulations on this transaction. I have two questions I wanted to ask you. The first one is regarding the 5% EPS accretion that you mentioned in the slide pack. Just wanted to understand the assumptions you made regarding the acquired scope. More precisely, do you expect to have to sell part of the combined entity for antitrust reasons? And have you taken that into account, you know, when you guide us on the 5% EPS accretion? The second question is regarding the synergy. I think you have only considered cost synergies in your target. I wanted to ask how we should think about the revenue synergies there.

Should we expect, on the one hand, revenue dis-synergies, you know, as you combine the top two players, and there may be an overlap in the client base, but that would then be offset to some extent by lower funding costs as we expect an improved credit rating? Thank you.

Frédéric Oudéa
CEO, Société Générale

Good morning, Flora Bocahut. I will let Tim Albertsen answer the second part of your question. On your first one, let me highlight the calculation is on 2024 based on the consensus. As usual, you know, this is always there is a kind of theoretical calculation and based on the full synergy. Knowing that we think that a very significant part of the synergy will effectively be there, and Tim Albertsen will elaborate on that. We consider really that the antitrust issues are very manageable. We are confident with that. Tim Albertsen, perhaps can you elaborate a little bit on again, these synergies and the revenue synergies, potential revenue synergies also?

Tim Albertsen
CEO, ALD Automotive

Yes. I think, as you mentioned, clearly what we have taken into account is the cost synergies, which is mainly composed of a portion of procurement and purchasing, which is around 50% of the overall synergies that we are targeting. The rest is coming mainly from overheads and a part coming from IT savings as well. As it was mentioned, it's quite conservatively assessed. We have also taken into account an overlap of customers, which is not significant in any way, to be very honest, but it's in the combined plan. In terms of, let's say, potential upsides there, as we mentioned through the presentation, we are actually quite complementary, LeasePlan and ALD.

ALD have a very strong footprint with partnerships and in the SME segments and through let's say private consumers, where LeasePlan have been quite loyal to the larger B2B accounts. The combination will actually means that we get a very strong footprint in all the segments and all the markets, which have not been factored in as such. Clearly, with a 6% growth run-rate, when we are fully let's say integrated is taking let's say advantages of the fact that we'll be very well positioned to take growth in any segment. I hope that answers your question.

Flora Bocahut
Equity Research Analyst, Jefferies International

Yeah.

Tim Albertsen
CEO, ALD Automotive

Thank you.

Flora Bocahut
Equity Research Analyst, Jefferies International

Thanks very much.

Frédéric Oudéa
CEO, Société Générale

You're welcome. Thank you. Next question.

Operator

Next question is from Madame Giulia Miotto from Morgan Stanley. Madame, go ahead.

Giulia Miotto
Equity Research Analyst, Morgan Stanley

Yes. Hi. Thank you for the presentation. Can you hear me?

Frédéric Oudéa
CEO, Société Générale

Yes. If you could speak a little bit more loudly. Yes, Giulia, good morning. We can hear you.

Giulia Miotto
Equity Research Analyst, Morgan Stanley

Okay, great. Two questions on my side. Yes, I removed the headset. The first question, on the way Soc Gen will consolidate ALD. Are you planning to basically risk weight ALD's capital at 350%, which then with Basel IV goes down to 70%, or you're actually keeping the current way, but because ALD becomes a financial institution, then the minorities can count towards capital? That's my first question.

From Soc Gen's perspective, in terms of the funding that you currently provide to ALD, is there a revenues opportunity because now you will probably internalize also the funding to LeasePlan, or in fact, potentially you could lose some revenues because ALD will become a financial entity and they will raise deposits on their own, so they will need Soc Gen less on that side. Thank you.

Frédéric Oudéa
CEO, Société Générale

Yeah, look, perhaps I will first ask Diony Lebot to elaborate a little bit on the choice, on the structure, which, by the way, was also discussed with the SSM, and I would like to thank the teams of the SSM in their support of the transaction. I will ask Claire Dumas, our CFO, to elaborate on your question regarding the consolidation and the funding and what it means in terms of revenues, cost, et cetera of funding. First, perhaps, Diony Lebot.

Diony Lebot
Deputy CEO, Société Générale

Yes, hello, Giulia. Yes, indeed. This new ALD entity will be a regulated entity, will have the financial holding company status, which we have already discussed in principle with the ECB and the SSM, and we feel quite confident to obtain this status. As such, ALD will be in the prudential scope of Société Générale. RWA of the new ALD will be fully consolidated in Société Générale RWA from a prudential perspective, and we will account for minority interest in Société Générale quarter one ratio, thanks to this regulated status.

Frédéric Oudéa
CEO, Société Générale

Claire?

Diony Lebot
Deputy CEO, Société Générale

structure.

Claire Dumas
Group CFO, Société Générale

Hello. Regarding the first question, regarding consolidation, from an accounting perspective, at the closing, Société Générale will own 53% of the company. We'll be the majority shareholder of the new ALD, and we will continue to consolidate it. From a prudential perspective, Diony Lebot just right now explained you the structure. We will, from prudential perspective, consolidate it fully RWA, but in the quarter one discount, the minority shareholder, which leads to the very limited impact on the quarter one for the SG group. Regarding the funding, you have in the slide, of course, the funding mix of on the company, with an equilibrium between external funding 45%, SG funding 30%, and deposit 25%.

This new structure, the FHC, will help us to collect deposits, which is a very good way to diversify our way to fund the company. It will help Société Générale to have, let's say, a limited funding. Regarding the cost of funding, it's fully embedded both in the financial plan of ALD and of course on the SG target we gave you. It will have no significant impact on the SG cost of funding. As you've seen, it's a highly added value and profitable deal, which will have at least a positive impact on, of course, the rating of the companies. We will have no impact on the funding of the Société Générale.

Frédéric Oudéa
CEO, Société Générale

Thank you. Next question.

Giulia Miotto
Equity Research Analyst, Morgan Stanley

Thank you.

Operator

Next question is from Mr. Stefan Stalmann from Autonomous Research. Sir, please go ahead.

Stefan Stalmann
Senior Analyst, Autonomous Research

Yes, good morning, everyone. Congratulations also from my side for this deal. I have two numbers question, please. The first one, going back to the synergies, could you maybe make it a bit more explicit how much of the overall synergy volume will have been realized in 2024, please? And the second question is, I'm struggling a little bit to reconcile the valuation data on the parts of this transaction with the resulting stakes. Excuse me. When the LeasePlan selling shareholders end up at 30.75% for a EUR 2.9 billion equity stake, that will imply that the total enterprise value of the new ALD would be EUR 9.4 billion.

If I look at the individual parts, LeasePlan is bought at 4.9, and ALD, at your way of valuing it, is also valued at 4.9, so that should be 9.8. The selling shareholders should only receive a bit less than 30% in the company. I'm wondering whether I'm missing something in this calculation, please. Thank you.

Frédéric Oudéa
CEO, Société Générale

Hello, Stefan. Good morning. I will leave Delphine to try to answer your second question, and Delphine was really at the heart of the negotiation. I will ask Tim to answer your questions on the speed at which we can deliver the synergies. Tim?

Tim Albertsen
CEO, ALD Automotive

Yes. Hello, Stefan. As mentioned, you know, just before, the main synergies are really on the procurement side and on, let's say, the overheads, and some of the IT spending. When we talk about the procurement, it's a fairly easy task, but nothing is easy, it's fairly achievable quickly because we will go out and optimize our agreements based on the best deal between the two companies. It means that they come in fairly quickly.

We will start the process immediately, actually, to organize ourselves on that. What we have put into the calculation there is that we anticipate to have achieved 80% of all the synergies by 2024.

Okay, thank you.

Frédéric Oudéa
CEO, Société Générale

That's why, again, I think to come back to an initial question on the 5%, I think it's pretty realistic beyond the theoretical calculation, which is usually made on that kind of transaction. Delphine, you will, I'm sure, spend time with Stefan perhaps in tailoring to the details on the bilateral basis, but perhaps can you just try to give some flavor on the second question?

Delphine Garcin‑Meunier
Head of Mobility, International Retail Banking and Financial Services, Société Générale

Yes. Hi, Stefan. Briefly,

Stefan Stalmann
Senior Analyst, Autonomous Research

Bonjour.

Delphine Garcin‑Meunier
Head of Mobility, International Retail Banking and Financial Services, Société Générale

Hi, Stefan. You have EUR 2.9 billion for the 13.75% in the new entity. Remember that the capital increase will not be EUR 2 billion to finance the cash part, but only EUR 1.3 billion to the extent that we have optimized the capital structure. Two point nine plus one point three, the result is 4.2. When you add the market capitalization of ALD, approximately 5.3, you obtain exactly the result of 9.4, the amount you have mentioned. Really the difference, to not forget and remind that we have optimized the capital structure, we have a capital increase less than the cash part.

Frédéric Oudéa
CEO, Société Générale

I let you, Stefan, if you wish, again, I let you further dig in that on a bilateral basis if you wish with, of course, our teams.

Stefan Stalmann
Senior Analyst, Autonomous Research

Great. Thank you very much. Makes a lot of sense. Thank you.

Frédéric Oudéa
CEO, Société Générale

You're welcome. Next question.

Operator

Next question is from Mr. Pierre Chedeville from CM-CIC Securities. Sir, please go ahead.

Pierre Chedeville
Senior Equity Research Analyst, CM-CIC Securities

Hello, good morning, and first of all, happy New Year to everyone. I have one question regarding the difference between the objectives of LeasePlan and ALD regarding the electrification of the fleet. One is at 50%, and the other one is at 100%, as of 2030, if I'm right. I was curious to know what is behind this difference of appreciation regarding the speed of this transformation, and can we imagine any convergence in the future? My second question is regarding the stake of Sogecap in the future in the new ALD. As you told us, the consortium will sell in an orderly manner its stake of around 30% beyond 2023.

Could you be interested to increase slightly or not at all your stake in ALD, the new ALD in the future, in order to boost in your global model of SG the proportion of high profitability activity? Thank you.

Frédéric Oudéa
CEO, Société Générale

Pierre, good morning. I will let Tim answer your first question on the targets for electric vehicles. Can I just mention you are asking a very interesting question, of course, and when I was referring to wonderful opportunities going forward and beyond the next three years, of course, we can think about the composition of the capital with a very nice balance with, again, as we've said, a more floating component with partners who might be interested, whether it's industrial or banks, you know, there can be many interesting opportunities. Why not, of course, opportunities for Société Générale to dilute. Here again, the optionality is there.

I think we need to look beyond the next three years, when we think about this. Now, Tim, on the CSR and electric vehicles.

Tim Albertsen
CEO, ALD Automotive

Yes. Well, thanks for the question, Pierre. It's true that we have two different targets and objectives, and I guess our target was set back when we launched our Move 2025 plan in October 2020. It's very clear that we have underestimated actually our capacity to make this transformation happening and obviously the need from our customers as well, because we were at close to 30% in 2021. We had in mind to increase our number in the beginning of this year anyway.

Now, when you look at the 100% of LeasePlan, we think they've been a bit too ambitious because, when they say a 100% electric fleet by 2030, it means they should stop selling ICE cars by 2026, 2027, because there's a long tail on our business. Hence, we think that is simply too.

Too optimistic, but clearly we will increase our target. We probably will come with a joint, let's say objective that looks probably in between the two as it is today.

Thank you.

Pierre Chedeville
Senior Equity Research Analyst, CM-CIC Securities

Thank you very much.

Frédéric Oudéa
CEO, Société Générale

You're welcome. Next question.

Operator

Next question is from Mr. Omar Fall from Barclays.

Omar Fall
Equity Research Analyst, Barclays

Hi there. Just a couple of questions from me. Sorry if I missed this, but what do you assume for the growth in net profit at LeasePlan, specifically to 2024 versus current EUR 700 million? It looks like it might be flattish. It's flat conservative, given almost half of today's run rate of profit is from car sales results. The ALD consensus is quite a bit lower in outer years. Secondly, going back to funding, I don't really understand why you assume no funding cost benefit here. LeasePlan's financing costs are essentially at least double those of ALD's. It was like a EUR 150 million difference, I think in 2020.

I know there's been some debate about this historically at ALD, but why isn't it much more efficient to just roll out at least the proportion of Soc Gen internal funding that ALD had to the new co so that you can reduce the market funding?

Frédéric Oudéa
CEO, Société Générale

Hello, Omar. I will let Claire answer your second question. Maybe there's also some conservatism behind that. On the first one, I think we don't disclose this kind of very detailed information. Let me just highlight again, overall, we have been able to go through due diligence, build a business plan, which is very detailed, the combined entity with all these weeks and months of hard work. We feel very confident with all the parameters of the transaction anytime you say. Based on the funding, Claire.

Claire Dumas
Group CFO, Société Générale

Yeah, you're perfectly right. There is part that can circle back to them in what I thought. On the ALD side, you're right. The global rating and the rating will at least be the same or improve. So you're perfectly right. There may be a very positive impact on the funding side, but right now we are quite conservative, and we assume a constant cost of funding. On the SG side, at the same time, we assume a constant cost of funding with no negative impact regarding the fact that our increased funding to ALD will be very limited considering the diversification of the funding. At the same time, I consider that we are not quite conservative in our financial trajectories.

I share with you the fact that maybe there is part of conservatism in these assumptions.

Omar Fall
Equity Research Analyst, Barclays

Just as a very quick follow-up, do you have to keep the deposit-taking bank at LeasePlan, at least as it stands today in terms of size, so that you can benefit from the regulated status at the ECB?

Frédéric Oudéa
CEO, Société Générale

Well, perhaps Tim can answer, but can I say, as we've said, the capacity to collect deposits for us is a strategic tool. Tim?

Tim Albertsen
CEO, ALD Automotive

Well, I think you answered the question.

Omar, yeah. Again, we already consider and just would like to highlight on top of that there's a draft legislation in Europe to consider leasing activities as regulated ones. We think really we have made the right choice for the future in terms of the right and legal status, if I may, taking all elements into account.

Omar Fall
Equity Research Analyst, Barclays

Understood. Thank you.

Frédéric Oudéa
CEO, Société Générale

Next question.

Operator

Next question is from Mr. Jean-François Neuez from Goldman Sachs. Sir, go ahead.

Jean-François Neuez
Senior Equity Research Analyst, Goldman Sachs

Hi, good morning. Happy New Year from my side as well. I just wanted to ask you just from some general strategic vision perspective. In the decade of the 2010s, you've divested some of the businesses which, of which was this, the IPO, part IPO of ALD, some of which you had this stake in Amundi, et cetera. Today, you're showing in your presentation a reprioritization of investment into the high return on tangible equity business, even if that means consolidating a bit more goodwill, et cetera.

I just wanted to understand going forward, if in your next strategy iteration, you think it's important to inorganically redeploy capital into these businesses in your capital allocation policy, for example, over increasing the payout ratios or the buybacks further, as many other banks are doing in the sector, and essentially prioritize your return on tangible equity. Or do you consider this as more of a one-off transaction because ALD is very specific, they will manage this transaction themselves, and it, you know, may be more of a one-off type opportunity. You see what I'm trying to say?

Frédéric Oudéa
CEO, Société Générale

Yes, absolutely.

Jean-François Neuez
Senior Equity Research Analyst, Goldman Sachs

My point is this one off or is this a series?

Frédéric Oudéa
CEO, Société Générale

Listen, really, I fully understand, here again, let's consider the next three years. By the way, let me just highlight that we were able to close also, as you saw, the disposal of Lyxor and complete exactly in line with what we had said in 2017, I think, or a little bit later, but the disposal program. We have been able to deliver absolutely in line with a very good execution. In the next three years, as I had previously said, what do we have? We have first, now a series of, I think very value creative projects. Ones which are transforming, if I may say, legacy businesses.

I don't like this word, but I have, of course, in mind the merger of our two networks in the French retail, with a strong ambition, and, there will be a very clear benefit. I have also in mind what we are doing in GBIS. Of course, the transformation of the international retail, which is delivering very well. Second, the development of two differentiating assets. Here I'm not talking about the next three years, but the next ten years. ALD was clearly one, and I would like to insist five years ago we had that kind of transaction in mind. Sometimes it can take some time to execute well. You know what Mr. Jean -François Neuez say, sometimes in business.

It's fair to say we had this transaction in mind also, of course, monitoring closely the situation. We have now been able to do it, I think, with an optimal structure and parameters. The second one is Boursorama, which I think is going to change the landscape of banking in France, is already doing that, and where we want to further develop that business. If you wish, in terms of strategy, we are going to enter a three-year execution plan.

I mean, I'm not sure, you know, we have put in place a new governance at the general management team, where each of my colleagues will have one plan to focus on in particular. Sébastien Proto on French retail, Diony Lebot on ALD, Slawomir Krupa on GBIS, Philippe Aymerich looking international retail and Boursorama. It's very clear, and we are going to be in an execution mode. In terms of capital allocation, I think we are very consistent with what we had already said. 50% to finance the businesses, both organically and through that kind of acquisition, very value creative, with effectively the willingness to allocate more capital to the most profitable businesses, and that will be the case beyond this acquisition.

Second, 50% for the distribution to shareholders. I think it really makes sense strategically. As I already told you, if we were just a retail bank in Eurozone with no growth opportunities, maybe we would distribute more. Here we are talking about really fantastic opportunity in terms of value creation, profitability and the capacity then to feed the nice distribution to our shareholders. I think really for the next three years, taking into account also, of course, the absorption of Basel IV in 2024 is the right balance. Then beyond 2024, it will be another story.

You know, again, we will have then, I think a very profitable bank, which will generate capital and which will have options, in terms of capital allocation and distribution, but that's another story. For the next three years, you have, if I may say, more and more pieces of the jigsaw, and this announcement is one of them, clearly. I hope I've answered your question.

Jean-François Neuez
Senior Equity Research Analyst, Goldman Sachs

Sure. My second question very quickly is-

Frédéric Oudéa
CEO, Société Générale

Sorry.

Jean-François Neuez
Senior Equity Research Analyst, Goldman Sachs

Oh, I understand. I just had a second quick question: if ALD found another opportunity in something which is growing really fast, is the 50% ownership a threshold under which you wouldn't go, or would you let ALD seize those opportunities they're value creating, even if that meant you lose control?

Frédéric Oudéa
CEO, Société Générale

Yeah. Listen, first, I don't see any kind of significant opportunity beyond this one and the focus will be on the integration, by the way, an efficient one and quick one. It does not prevent us to do small things like what we did Sabadell or small startups which will enrich the model. Here we talk about insignificant impact in terms of financial impact. 50%, yes, we want to keep this threshold very clear here. The transaction is designed for that purpose too.

Jean-François Neuez
Senior Equity Research Analyst, Goldman Sachs

Okay, thanks.

Frédéric Oudéa
CEO, Société Générale

Okay. Thank you, Jean-François. Next question.

Operator

Next question is from Madame Anke Reingen from RBC. Madame, please go ahead.

Anke Reingen
Global Co-Head of Financials Research and Desk Strategy, RBC Capital Markets

Yeah, thank you very much for taking my question on this call, and Happy New Year. I had a follow-up question. You used the opportunity to reiterate the 50% payout ratio. Should we expect this to be, when you come up and present your new strategic plan, an indication that you will stick to the 50%? In terms of acquisitions, do you think given how many projects you currently have at the moment with French retail banking as well as now the ALD deal, you have the capacity to do another significant deal in the near term?

Secondly, on your slide 19 about sustainability and ESG, I just wanted to ask if you can give us maybe a bit of an indication like if and how you steer your financing portfolio more towards electric vehicles. Is it like pricing or whatever other measures you put in place to steer your exposure there? Thank you very much.

Frédéric Oudéa
CEO, Société Générale

Anke, I will leave Tim to answer your second question. I mean, if I may, I'd like to say we are going to stick to the 60%. When I say that, don't expect a change. When I say this, yes, it's not as a part of a formal, if I may say, event or idea. If I may say precisely because we had, of course, this acquisition in mind, which again is structured, is exactly the way to meet what I've said, huh? I've been very consistent, 60% distribution, 60% allocated to the businesses. Consider it the rule for the next three years. As I said, with the absorption of the remaining regulatory impacts.

I think it makes sense for a group which has growth opportunities, which will feed structurally sustainable profitability. We will then, of course, present in due course what it means when we add all the elements that we have already announced in the last 12-18 months on the merger of the networks, on the GBIS, on the different saving times, structural transversally, et cetera, what it means, if you wish, in terms of profitability for 2024. Clearly, this transaction, as you can see through the EPS and the increase of return on tangible equity in 2024, it going to contribute, of course, to that. We've also, as I said, at the end of the day, an even better balance, more diversified business models.

I think strategically, as I said, looking much beyond the next three years makes a lot of sense in the banking industry in Europe, which is, as you know, transforming. Second, I'm not sure that I see exactly what kind of additional acquisition you refer to. I try to describe, if you wish, the area of strong execution focus for the next three years. French networks, the merger, Sébastien Proto. International retail, also Anke. Supervision of Philippe Aymerich, with, of course, all the leaders at the end of each of these businesses, and Benoît Grisoni in particular. Slawomir Krupa in charge of GBIS. Diony Lebot in charge of fleet management.

I hope you see that the changes that we just announced end of the year, last year, were of course in anticipation of the fact that Diony will work a lot and supervise with team the execution of this transaction. As you know, I have appointed someone in charge of IT and digital because it's going to be also a strong focus. If I may say, I'm the conductor, the orchestrator of all these people in a very integrated and united way. I feel, yes, we have a lot, but I must say, it's very motivating. I think there's a good balance of responsibility across this team. Yes, we are absolutely convinced we can deliver.

I can tell you the management energy is going to be 100% focused on this project. It's going to be. I give you already, if I may say, a lot of visibility for the next three years on what we will do, huh? I hope I'm trying to answer at least your question, Tim, on the electric vehicles.

Tim Albertsen
CEO, ALD Automotive

Yeah. I guess the question was how we steer basically to more electric vehicles outlines. I guess there's many items that needs to be aligned to make sure that we... But overall, it's really around having a product and services around electric vehicles. Today we have ALD Electric in 22 countries. It's a product and services that allows our customers to actually very seamlessly going from a traditional ICE kind to an electric vehicle with charging facilities, with switch models and basically anything that you need to drive your cars and run your fleets. That has been, I would say, the main part of the change in our mix of cars and engines in the last, let's say, two years.

On top of that, we have signed up some very important partnerships with pure electric players like Tesla, smart, Lynk & Co, and Polestar are some of the ones that we have, let's say, signed up over the last couple of years, which of course is a strong contribution to the electrification of our fleets as well. It's really around having the right product and services, and ALD is already in the forefront with that, with the combination with LeasePlan, who have actually worked very hard on last mile deliveries and have a very strong partnership with Amazon. Again, it's an additional, let's say, footprint. Again, the combination will be second to none in terms of helping clients and partners to electrify their fleets.

Anke Reingen
Global Co-Head of Financials Research and Desk Strategy, RBC Capital Markets

Thank you very much.

Frédéric Oudéa
CEO, Société Générale

Thank you.

Anke Reingen
Global Co-Head of Financials Research and Desk Strategy, RBC Capital Markets

Thank you.

Frédéric Oudéa
CEO, Société Générale

I'd like to insist that I think that all the corporates in the world, when they will think about how to show to their staff their commitment to transition that we think about switching their vehicle, their fleet of cars. I think if you wish, it's going to be something easy to implement, easy to show. I'm personally positive on the trends in terms of growth going forward. Next question, please.

Operator

Next question is from Mr. Kiri Vijayarajah from HSBC. Sir, please go ahead.

Kiri Vijayarajah
Director, HSBC

Yes, good morning, everyone. A couple of questions from my side. Firstly, on those shareholder agreements you put in place, I just wondered, what does that involve exactly? Is it just about the lockup or, just wondering if Soc Gen has right to first refusal if some of the other shareholders maybe want to sell their shares? Just some background there, or is there anything kind of specific that we need to be made aware of, just in those, shareholder agreements? On the 13% CET1 ratio for the enlarged ALD, just wondering if sounds like you consider that to be kind of like a hard minimum.

'Cause I was wondering why you don't let it slip a little bit lower, at least initially on closing, and then let that capital build up, rebuild over time, you know, just given how profitable, the enlarged business is expected to be. Just your thoughts on how that 13% CET1 ratio, why does it need to be that high, at least initially on closing? Thank you.

Frédéric Oudéa
CEO, Société Générale

Hello, Kiri. I will let Delphine answer your first question and Diony Lebot answer your second one on the level of CET1. Delphine, what can we disclose on top of what we've said in terms of agreement with the consortium?

Delphine Garcin‑Meunier
Head of Mobility, International Retail Banking and Financial Services, Société Générale

Hi, Kiri. You have mentioned the lockup. It will be 12 months for all the shareholders of the consortium. We have agreed some orderly sale mechanism to ensure and to have a perfect alignment of interest. In terms of right of first refusal, we will not have any refusal right. Any shareholders from the consortium can't dispose of part of its stake to any competitor to ALD or Société Générale.

Frédéric Oudéa
CEO, Société Générale

Thank you. Diony?

Diony Lebot
Deputy CEO, Société Générale

Regarding the 13% CET1, we believe it's a very comfortable level above what we expect to be the requirement. We don't have yet the level, because this will be once we apply for the status and we obtain the approval from the ECB. It's a comfortable level. It's an optimized structure also combining an objective in terms of rating, as we already commented, which will be strong rated and expected to be above current rating of ALD, and one which gives us flexibility in terms of managing the capital in the coming years, also taking into account that we will have to incur restructuring costs.

It's, we believe, a comfortable level, but a level which optimizes and allows us to reach all our objectives.

Frédéric Oudéa
CEO, Société Générale

Thank you. Next question.

Operator

Next question is from Mr. Matthew Clark from Mediobanca. Sir, go ahead.

Mathew Clark
Equity Research Analyst, Mediobanca

Good morning. Firstly on the banking status for ALD going forward. I'm curious why you didn't adopt the format used by BNP for Arval, where you classify it as a non-banking financial sector entity that allows you to deconsolidate it and risk weight the book value. That would seem to be a better capital treatment from Soc Gen's perspective. Is there a reason why that wasn't an available option for you or that you chose to go with the banking entity status instead? Would you rule out pursuing you know that deconsolidated financial sector entity status in the future? Then second question on the payout ratio going forward.

I mean, it's slightly counterintuitive that your profitability is enhanced by this deal, but you don't see greater opportunity to return capital. So, is the 50% a ceiling for you for the next three years, or would you consider going over that if profitability and capital ratio is allowed? Thanks.

Frédéric Oudéa
CEO, Société Générale

Matthew, hello. First, let me just highlight beyond all the benefits that we have illustrated of this specific status, which is not a banking one as such. It's a regulated one, but it's a new status, which is already the one of LeasePlan actually of financial holding company. As I've said, there is this fresh legislation in Europe, which in our view makes the absence of consolidation non-sustainable in the midterm. When we reflected on how to build this future company, again, not just for the next 12 months, we felt it's better to anticipate this potential future legislation. Beyond all what we said, that's why we made this choice, which I think is the right one. Second, listen again.

First, we talked about an EPS in 2024. I mean, can I say again, in terms of capital, the way we think, the way I think next three years 2022, 2023, 2024. Absorption of Basel IV, we want to feed the growth of our businesses. As I've said, we think we have great opportunities for our activities. We want to finance this kind of acquisition, which are, in the long term, great in terms of value creation. I think what I said on the 50% fits with this roadmap. There is the beyond 2024 when we will have effectively, probably a lot of capital generation. It's another story.

Whether we might then increase, it's another story, but I would say it's a little premature to comment. I really believe and we will take the time to elaborate more on that front. I think really for the next three years, it's the right balance with what we have in mind in terms of organic growth for our businesses, financing of acquisition, and as I said, a 50%, which would deliver a still a pretty attractive yield for our shareholders. I think it's really the right balance to build beyond, if I may say, just the short term. A group, a banking group, which will face the formidable transformation and disruption, which will take place in the financial sector, while building again a long-term future.

I really think it makes sense. As I said, it's not forever, but at least for the next three years, it's the right balance.

Mathew Clark
Equity Research Analyst, Mediobanca

Okay. Thank you.

Frédéric Oudéa
CEO, Société Générale

Next question.

Operator

We have no other questions. Back to you for the conclusion.

Frédéric Oudéa
CEO, Société Générale

Well, I think it's again clear. Thank you very much for all your questions. Again, we are on our side thrilled, I must say, by this extraordinary opportunity that we've been able to make effectively real. Thank you very much again. Happy New Year. Keep safe, and see you soon. Thank you. Bye-bye.

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