Fortalezas y Debilidades

Sixt Leasing AG, with its registered office at Zugspitzstraße 1, 82049 Pullach, Germany, and registered with the commercial register of the local court (Amtsgericht) of Munich, Germany, under docket number HRB 155501 (‘‘Sixt Leasing’’ or the ‘‘Company’’ and, together with its consolidated subsidiaries, the ‘‘Sixt Leasing Group,’’ ‘‘we,’’ ‘‘us’’ or ‘‘our’’), together with Joh.

Berenberg, Gossler & Co. KG, Hamburg, Germany (‘‘Berenberg’’) and COMMERZBANK Aktiengesellschaft, Frankfurt am Main, Germany (‘‘COMMERZBANK’’ and, together with Berenberg, the ‘‘Joint Global Coordinators’’), and together with Baader Bank Aktiengesellschaft, Unterschleißheim, Germany (‘‘Baader Bank’’ or the ‘‘Joint Bookrunner’’ and together with the Joint Global Coordinators, collectively referred to as the ‘‘Joint Bookrunners’’

or the ‘‘Underwriters’’), have assumed responsibility for the contents of this prospectus (the

‘‘Prospectus’’) pursuant to Section 5(4) of the German Securities Prospectus Act (Wertpapierprospektgesetz) and declare that the information contained in the Prospectus is, to the best of their knowledge, correct and contains no material omissions.

Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the member states of the European Economic Area (‘‘EEA’’), have to bear the costs of translating the Prospectus before the legal proceedings are initiated.

The information in the Prospectus will not be updated subsequent to the date hereof except for any significant new event or significant error or inaccuracy relating to the information contained in the Prospectus that may affect an assessment of the securities and occurs or comes to light following the approval of the Prospectus but before the completion of the public offering or admission of the securities to trading, whichever is later. These updates must be disclosed in a prospectus supplement in accordance with Section 16(1) sentence 1 of the German Securities Prospectus Act (Wertpapierprospektgesetz).

2.2 Purpose of the Prospectus

For the purpose of the public offering of securities, the Prospectus relates to 5,586,593 of the Company’s New Shares (as defined below) and to 6,780,362 of the Company’s existing ordinary bearer shares with no par value, each representing a notional value of A1.00 and with full dividend rights from January 1, 2015, consisting of:

• 5,586,593 newly issued ordinary bearer shares with no par value (St¨uckaktien) from a capital increase against cash contributions (the ‘‘IPO Capital Increase’’) to be resolved by an extraordinary shareholders’ meeting of the Company on or about May 4, 2015 (the ‘‘New Shares’’);

• 5,167,281 existing ordinary bearer shares with no par value (St¨uckaktien) from the holdings of Sixt SE (the ‘‘Selling Shareholder’’) (the ‘‘Existing Shares’’ and, together with the New Shares, the ‘‘Base Shares’’); and

• 1,613,081 existing ordinary bearer shares with no par value (St¨uckaktien) from the holdings of the Selling Shareholder in connection with a possible over-allotment (the

‘‘Over-Allotment Shares’’ and, together with the Base Shares, the ‘‘Offer Shares’’).

For the purpose of admission to trading on the regulated market of the Frankfurt Stock Exchange (Frankfurter Wertpapierb¨orse) and the simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierb¨orse), the Prospectus relates to up to 5,586,593 New Shares and 15,025,000 of the Company’s existing ordinary bearer shares (being the entire share capital of the Company following the registration of the capital increase) with no par value, each with a notional value of A1.00 and with full dividend rights from January 1, 2015.

2.3 Forward-looking Statements

The Prospectus contains forward-looking statements. A forward-looking statement is any statement that does not relate to historical facts or events or to facts or events as of the date of the Prospectus. This applies, in particular, to statements in the Prospectus containing information on the Sixt Leasing Group’s future earnings capacity, plans and expectations regarding its business growth and profitability, and the general economic conditions to which the Sixt Leasing Group is exposed. Statements made using words such as ‘‘predicts’’, ‘‘forecasts’’, ‘‘plans’’,

‘‘endeavors’’ or ‘‘expects’’ may be an indication of forward-looking statements.

The forward-looking statements in the Prospectus are subject to risks and uncertainties, as they relate to future events, and are based on estimates and assessments made to the best of the Company’s present knowledge. These forward-looking statements are based on assumptions, uncertainties and other factors, the occurrence or non-occurrence of which could cause the Company’s actual results, including the financial condition and profitability of the Sixt Leasing Group, to differ materially from or fail to meet the expectations expressed or implied in the forward-looking statements. These expressions can be found in several sections in the Prospectus, particularly in the sections entitled ‘‘1 Risk Factors,’’ ‘‘10 Management’s Discussion and Analysis of Net Assets, Financial Condition, and Results of Operations’’, ‘‘11 Markets and Competition,’’

‘‘12 Business’’ and ‘‘27. Recent Developments and Outlook,’’ and wherever information is contained in the Prospectus regarding the Sixt Leasing Group’s intentions, beliefs, or current expectations relating to its future financial condition and results of operations, plans, liquidity, business outlook, growth, strategy and profitability, as well as the economic and regulatory environment to which the Sixt Leasing Group is subject.

In light of these uncertainties and assumptions, it is also possible that the future events mentioned in the Prospectus might not occur. In addition, the forward-looking estimates and forecasts reproduced in the Prospectus from third-party reports could prove to be inaccurate (for more information on the third-party sources used in the Prospectus, see ‘‘—2.4 Sources of Market Data’’). Actual results, performance or events may differ materially from those in such statements due to, among other reasons:

• changes in general economic conditions, including changes in gross domestic product (‘‘GDP’’) in the markets in which we operate, consumer spending, investments and changes in the unemployment rate;

• changes in the markets in which Sixt Leasing operates;

• changes in competition levels as well as downward pressure on prices and profitability;

• the occurrence of commercial, performance or other operational risks;

• changes to the taxation, including taxation of corporations and/or company and privately used vehicles;

• changes in laws and regulations;

• changes affecting currency exchange rates; and

• changes affecting interest rate levels.

Moreover, it should be noted that neither the Company nor any of the Underwriters assumes any obligation, except as required by law, to update any forward-looking statement or to conform any such statement to actual events or developments. Nevertheless, the Company has the obligation to disclose any significant new event or significant error or inaccuracy relating to the information contained in the Prospectus that may affect an assessment of the securities and occurs or comes to light following the approval of the Prospectus, but before the completion of the public offering or the admission of the securities to trading, whichever is later. These updates must be disclosed in a prospectus supplement in accordance with Section 16(1) sentence 1 of the German Securities Prospectus Act (Wertpapierprospektgesetz).

See ‘‘1 Risk Factors’’ for a further description of some of the factors that could influence the Company’s forward-looking statements.

2.4 Sources of Market Data

Except as otherwise indicated, the information contained in the Prospectus on the market environment, market developments, growth rates, market trends and competition in the markets and segments in which the Sixt Leasing Group operates or which are served by the Sixt Leasing Group are based on the Company’s assessments. These assessments, in turn, are based in part on internal observations of the markets and on various market studies.

The following sources were used in the preparation of the Prospectus:

• Automobilwoche, Publication, ‘‘Stabile Outlook for Residual Values (Stabiler Ausblick f¨ur Restwerte)’’, published August 25, 2014 (‘‘Automobilwoche’’);

• DAT Group, Publication, ‘‘2015 DAT Report’’, published January 2015 (‘‘DAT Report’’);

• Dataforce Verlagsgesellschaft f¨ur Business Informationen mbH, Report, ‘‘Dataforce Analysis New Registration Data as per IRIS (Dataforce Analyse Neuzulassungen auf Basis von IRIS)’’, accessed March 10, 2015 (‘‘Dataforce’’);

• European Automobile Manufacturers Association, Publication, ‘‘The Automobile Industry Pocket Guide 2014-2015’’, published September 2014 (‘‘ACEA’’);

• European Automobile Manufacturers Association, Spreadsheet, ‘‘New Registrations in EUROPE (By country) - 2014’’, updated March 2015 (‘‘ACEA New Registrations 2014’’);

• European Automobile Manufacturers Association, Spreadsheet (provisional), Subjects:

EU + EFTA Countries New Registration Figures by Market (New Light Commercial Vehicles); New Passenger Car Registrations by Market (European Union), as of March 26, 2015 (‘‘ACEA New Registrations 2015’’);

• European Commission, Special Report, ‘‘European Economic Forecast Winter 2015:

European Economy’’, published February 2015 (‘‘European Economic Forecast Winter 2015’’);

• Eurostat, Database, Subject: Gross domestic product at market prices, updated March 2015 (‘‘Eurostat Database’’);

• Federation of German Leasing Companies (Bundesverband Deutscher Leasing-Unternehmen (BDL)), Publication, ‘‘Leasing Market 2014: Annual Press Conference (Markt 2014: Jahrespressekonferenz des Bundesverbandes Deutsche Leasing-Unternehmen)’’, published November 19, 2014 (‘‘BDL 2014 Annual Press Conference’’);

• Firmenauto, Publication, ‘‘It’s PROGRESSING (Es geht VORAN)’’, Nicole Holzer, published May 2014 (‘‘Firmenauto May 2014’’);

• German Federal Statistical Office (Statistisches Bundesamt), Database, Subject:

Transport (Verkehr), updated September 5, 2014 (‘‘Federal Statistical Office, Transport’’);

• German Federal Statistical Office (Statistisches Bundesamt), Press Release, ‘‘Gross domestic product increased considerably in 4th quarter of 2014 (Bruttoinlandsproduck im 4. Quartal 2014 kr¨aftig gestiegen)’’, published February 13, 2015 (‘‘Federal Statistical Office, Press Release No. 048 of February 13, 2015’’);

• Google Analytics, Database, Subject: Traffic Sources (Trafficquellen), referenced October 2014 to March 2015 (‘‘Google Analytics’’);

• International Monetary Fund, World Economic Outlook Database, Subject: Gross domestic product, updated October 2014 (‘‘WEO Database’’);

• Leaseurope, Publication, ‘‘Key Facts and Figures 2013’’(‘‘Leaseurope Facts and Figures 2013’’);

• Swiss Federal Statistical Office (Bundesamt f¨ur Statistik), Database, Subject: Mobility and Transport (Mobilit¨at und Verkehr), updated February 2015 (‘‘Swiss Federal Statistical Office, Mobility and Transport’’);

• Swiss Federal Statistical Office (Bundesamt f¨ur Statistik), Database, Subject:

Unemployment, accessed March 5, 2014 (‘‘Swiss Federal Statistical Office, Unemployment’’);

• Swiss Federal Statistical Office (Bundesamt f¨ur Statistik), Press Release, ‘‘Increase in road motor vehicle stock despite fall in registrations (Fahrzeugbestand w¨achst trotz R¨uckgang bei den Neuzulassungen)’’, published February 5, 2015 (‘‘Swiss Federal Statistical Office, Press Release 05.02.2015’’); and

• Swiss State Secretariat for Economic Affairs (Staatssekretariat f¨ur Wirtschaft), Database,

‘‘Gross Domestic Product Quarterly Data, Production Approach’’, last modified March 3, 2015 (‘‘Swiss State Secretariat for Economic Affairs’’).

It should be noted, in particular, that reference has been made in the Prospectus to information concerning markets and market trends. Such information was, inter alia, obtained from the abovementioned sources. The Company has accurately reproduced such information and, as far as it is aware and able to ascertain from information published by such third parties, no facts have been omitted that would render the reproduced information inaccurate or misleading.

Nevertheless, prospective investors are advised to consider this data with caution. For example, market studies are often based on information or assumptions that may not be accurate or appropriate, and their methodology is inherently predictive and speculative.

Irrespective of the assumption of responsibility for the content of the Prospectus by the Company and the Underwriters (see ‘‘—2.1 Responsibility Statement’’), neither the Company nor the Underwriters have independently verified the figures, market data or other information on which third parties have based their studies. Accordingly, the Company and the Underwriters make no representation or warranty as to the accuracy of any such information from third-party studies included in the Prospectus notwithstanding the preceding paragraph. Prospective investors should note that the Company’s own estimates and statements of opinion and belief are not always based on studies of third parties.

2.5 Documents Available for Inspection

For the period during which the Prospectus is valid, the following documents will be available for inspection during regular business hours at the Company’s offices at Zugspitzstraße 1, 82049 Pullach, Germany (tel. +49 (0) 89 74444-5120):

• the Company’s articles of association (the ‘‘Articles of Association’’);

• the Sixt Leasing Group’s audited combined financial statements prepared in accordance with International Financial Reporting Standards as adopted by the EU (‘‘IFRS’’) for the fiscal years ended December 31, 2012, 2013, 2014; and

• the Company’s audited unconsolidated financial statements prepared in accordance with the German Generally Accepted Accounting Principles of the German Commercial Code (Handelsgesetzbuch (HGB)) (‘‘German GAAP’’) for the fiscal year ended December 31, 2014.

The above documents are also available on the Company’s website. In reliance on the exemption provided by section 264 para. 3 of the German Commercial Code (Handelsgesetzbuch (HGB)),

the Company refrained from publishing its unconsolidated financial statements in the German Federal Gazette (Bundesanzeiger) and on the Company’s website under Investor Relations (http://ir.sixt-leasing.com).

The Company’s future consolidated financial statements, unconsolidated financial statements and condensed consolidated interim financial statements will be available from the Company on its website after the initial public offering (‘‘IPO’’) and from the paying agent designated in the Prospectus (see ‘‘16 General Information on the Company and the Group—16.7 Notifications, Paying Agent’’).

2.6 Currency Presentation and Presentation of Figures

In the Prospectus, ‘‘euro’’, ‘‘EUR’’ and ‘‘E’’ refer to the single European currency adopted by certain participating member states of the European Union (‘‘EU’’), including the Federal Republic of Germany (‘‘Germany’’).

Where financial data in the following tables is labelled ‘‘audited,’’ this means that such data has been taken from the audited financial statements mentioned above. The label ‘‘unaudited’’ is used in the following tables to indicate financial data that has not been taken from the audited financial statements mentioned above but has been taken or derived from the Company’s internal reporting system or has been calculated based on information contained in the audited combined financial statements or the Company’s internal reporting system. All of the financial data presented in the text and tables below is shown in millions of euro (in A million), except as otherwise stated. Certain financial data (including percentages) in the following tables has been rounded according to established commercial standards. As a result, the aggregate amounts in the following tables may not correspond in all cases to the aggregated amounts of the underlying (unrounded) figures appearing elsewhere in the Prospectus. Furthermore these rounded figures may not add up exactly to the totals contained in the tables. Financial information presented in parentheses denotes the negative of such number presented. A dash (‘‘–’’) signifies that the relevant figure is not available, while a zero (‘‘0.0’’) signifies that the relevant figure is available but has been rounded to zero.

3. THE OFFERING