Slides
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14 May 2025 at 2:00 pm Room Apostrophe – Paris, France Combined General Meeting
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JEAN-PIERRE DUPRIEU Chairman of the Board of Directors WELCOMING REMARKS
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Combined General MeetingPage 3 ■ 01 Opening of the 2025 General Meeting ■ 02 ■ 03 ■ 04 ■ 09 ■ 05 ■ 06 ■ 08 Statutory Auditors reports ■ 10 Agenda Activity report from the CEO Answers to questions from shareholders 2024 financial results and 2025 first quarter revenue Presentation and vote of the resolutions Work of the Board of Directors and its Committees Closing remarksWork of the Mission Committee ■ 07 Auditor’s report on sustainability reporting
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01 OPENING OF THE 2025 GENERAL MEETING
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JEAN-PIERRE DUPRIEU Chairman of the Board of Directors
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ON STAGE Jean-Pierre Duprieu Chairman of the Board of Directors Sophie Boissard Chief Executive Officer Grégory Lovichi Group Chief Financial Officer Frédéric Vern Group General Counsel Combined General MeetingPage 6 Opening formalities Presentation of speakers
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Jean-Pierre Duprieu Chairman of the Board of DirectorsChairman Frédéric Vern Group General Counsel General Meeting’s Secretary 1st scrutineer Company Predica Scrutineers(1) 2nd scrutineer Company Ker Holding Combined General MeetingPage 7 Opening formalities Constitution of the Bureau (1) In accordancewith ArticleR. 225-101 of the FrenchCommercialCode,the scrutineersare the two membersof the GeneralMeetingwith the highestnumberof votes.
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Firm FORVIS MAZARS represented by Stéphane Marfisi Firm ERNST & YOUNG ET AUTRES represented by Anne Herbein Stéphane Marfisi is the representative of the College of Statutory Auditors for this General Meeting Stéphane Marfisi will also speak as the Auditor responsible for certifying sustainability information Combined General MeetingPage 8 Opening formalities Presentation of the Statutory Auditors
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Page 9 Opening formalities Reminder of the schedule for the Combined General Meeting of 14 May 2025 30 APRIL 2025 Convening of the Statutory Auditors Invitation of the representative of the Social and Economic Committee Convening of registered shareholders (pure or administrated) 9 APRIL 2025 Publication of the meeting’s prior notice in the BALO On-line availability of preparatory documents for the General Meeting on the Company’s website 28 APRIL 2025 Publication of the meeting’s notice in the BALO and in a legal notices newspapers 31 MARCH 2025 Filling of the Universal Registration Document with the AMF (annual financial report and integrated report) Combined General Meeting
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Ascertainment of the General Meeting validity – Provisional quorum Filing of the documents on the Bureau of the General Meeting Combined General MeetingPage 10 Ascertainment of the General Meeting validity and filing of the documents Opening formalities
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JEAN-PIERRE DUPRIEU Chairman of the Board of Directors INTRODUCTORY SPEECH
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02 ACTIVITY REPORT FROM THE CEO
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SOPHIE BOISSARD Chief Executive Officer
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Clariane at a glance 1,220 FACILITIES 890,000 PATIENTS Approx.91,000 BEDS €5.3bn REVENUES Long-Term Care Specialty Care Community Care Key Highlights (at 31/12/2024) Diversified Business Profile Revenue by Geography Revenue by Segment France 44% Germany 24% Benelux 15% Italy 12% Spain 5% Long-Term Care 62%Specialty Care 26% Community Care 12% Strong shareholder base Predica 26% HLD Europe 25%Flat Footed 13% Leima Valeurs 6% Float 30% Combined General MeetingPage 15
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A critical social infrastructure platform with leading pan-European presence… Serving a catchment area of over 30m people aged over 75 +800 local communities served through a wide local network PARIS BORDEAUX LYON MILAN ROMA FLORENCE MARSEILLE TOULOUSE BRUXELLES NICE ANTWERP AMSTERDAM DUSSELDORF BERLIN NUREMBERG MUNICH BARCELONA VALENCIA MADRID MARBELLA BARI Long-Term Care Specialty Care Community CarePopulation density Mental health Specialty & post-acute SPECIALTY CARE ITALYGERMANY BELGIUMFRANCE Medicalised nursing homes SPAIN LONG-TERM CARE Shared housing Home care COMMUNITY CARE NL A STRONG BUSINESS PROFILE Acting as a trustworthy go-to partner to local communities Focused and leading platform across 6 European geographies Developing synergetic brand preference for residents, patients, families and employees Deploying a strong corporate culture and sense of belonging Combined General MeetingPage 16
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Solid FY2024 performance Strong revenue increase EBITDA (pro forma & pre IFRS-16) above target EBITDA margin (pre IFRS-16 & excluding real estate), up +30 basis points 2024-2025 plan to strengthen the financial structure well on track c.2/3 of the €1.5bn plan executed in 2024 Q1 2025: €100m additional asset disposals To date c.60% of the disposal program achieved or secured Amendment and extension of the Syndicated credit facility New real estate financing Lenders’ confidence reaffirmed: maturity extensions and new financing, offering long term visibility (maturities: 2029) 2025 outlook: EBITDA (pro forma & pre IFRS-16) up 6% to 9%, supported by revenue organic growth of c. +5% Financial debt reduction and Wholeco leverage below 5.5x Key highlights Combined General MeetingPage 17
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FY 2024 KEY FIGURES: a solid performance EBITDA Pre IFRS -16 NET RESULT €5,282mREVENUE €605m +9.2% PRO FORMA & EXCL. R.E DEV OPERATING CASH FLOW €400m Wholeco: 5.8x Opco: 3.8x, vS. 6.2x ET 3.8x RESPECTIVELY IN 2023 €2.6bn +6.6% ORGANIC GROWTH FINANCIAL LEVERAGE REAL ESTATE PORTFOLIO €5m FROM CONTINUING OPERATIONS pre IFRS -16 vs. -€49m IN 2023 VS. €288 m IN 2023 €-20m GROUP SHARE pre IFRS -16, VS. -€63m IN 2023 REAL ESTATE DEBT AT €1.489BN DEC 2024 , VS. 1.838BN DEC 2023 LTV: 57% DEC 2024 VS. 61% DEC 2023 NET FINANCIAL DEBT REDUCTION Pre IFRS-16 & IAS 17 -€409m VS. DEC 2023 NET FIN. DEBT AT €3.445BN DEC. 2024 VS. €3.854BN DEC. 2023 11.3% +30 BPS PRO FORMA & EXCL. R.E DEV EBITDA MARGIN Pre IFRS 16 Combined General MeetingPage 18
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Social ■ Patients and residents: ▪ NPS at +44: best-in-class level confirmed, on a wider scope ■ Employees: ▪ Clariane received Top Employer Europe 2025 certification from the Top Employers Institute ▪ Training: • c. 8,000 employees enrolled in a qualifying path (≃13% of workforce) • 50% of facility and deputy facility managers positions filled internally, with a target of 75% by 2026 ▪ Health and safety: lost-time accident frequency rate was 31 in 2024 ▪ Diversity: 53% of women in Top Management and 38% in Group or country management board ■ SBTi: June 2024, validation of Group greenhouse gas reduction objectives in line with the Paris Agreements ■ CO2 emissions down by -15% on 2021 ■ Actions taken and governance framework Environment ■ Mission Committee: 1st report finalized and published at the end of April 2024 ■ Board of Directors composition reinforced following the two capital increases, reflecting the strengthening of the shareholding structure Governance ESG milestones achieved in FY 2024 Combined General MeetingPage 19
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The 2024-2025 plan to reinforce the financial structure is well on track Announced on 14 November 2023, the plan is expected to be finalized by the end of 2025 The four parts of our financial structure strengthening, aiming at: ▪ Strengthen Clariane’s liquidity and financial structure ▪ Enabling the Group to successfully pursue its mission in the new economic environment Combined General MeetingPage 21 EXECUTION SECURED FOR 2 REAL ESTATE EQUITY PARTNERSHIPS REAL ESTATE DEBT SECURED ASSETS DISPOSAL PROGRAM SHARE CAPITAL INCREASES €230m €200m c.€1bn€329m 1 2 43 To date: c.60% completed or secured
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Combined General MeetingPage 22 €1bn of disposals by the end of 2025 – o.w, to date, more than 60% realized or secured Asset disposals program: Divestment targets adapted to the Group's strategy, ensuring: ▪ Focus on core, scaled platforms to capture growth opportunities ▪ Long term, resilient business model ▪ Maximising divested perimeters valuation so as to create value for shareholders The Group has completed or secured 6 transactions since the beginning of 2025: ▪ Implementation of the disposal program continued with the sale of various smaller size operational assets, in France, Italy, and Germany, for an additional amount of around €100 million ▪ As of today, slightly over 60% of the disposal program is realized or secured The Group is implementing targeted divestment processes, focusing on non-core operating assets, with particular attention paid to valuation potential. The aim of these processes is to complete the €1bn (gross value) asset disposal programme by the end of 2025.
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Combined General MeetingPage 23 (1) Onthemaintermsandconditions,pleaserefertothepressreleasepublishedFebruary17th, 2025andtothe2024UniversalRegistrationDocument. (2) Basedon the new definition,theGroup'sfinancialcovenantwillbe 7.0x at 31 December2024and 30 June2025, 6.5x at 31 December2025and30 June2026, 6.0x at 31 December2026and30 June2027, 5.5x at 31 December2027and30 June2028, and 5.0x from31December2028. ■ Amendment and extension of the unsecured syndicated facility (originally due in May 2026) for an amount of €625m, post reimbursement from disposal proceeds, with a final maturity in May 2029(1) ▪ €300m Term loan ▪ €325m RCF ■ Issuance of a new €150m global real-estate line, with the same maturity ■ Adoption of “Wholeco”(2) leverage combining corporate debt and real-estate debt, replacing operating leverage (“Opco” leverage) and Loan to Value ■ Syndicated facility financial conditions now indexed to ESG objectives ■ Average margin grid - on these new financings - increase by c. 60 bps versus conditions negotiated in 2023 Successful debt refinancing for a total amount of €775m with final maturities in 2029 On the back of the financial structure strengthening plan the Group is normalizing its access to financing
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c. +5%ORGANIC REVENUE GROWTH EBITDA pro forma & pre IFRS-16 WHOLECO LEVERAGE pre IFRS-16 ESG EBITDA up 6% to 9% Below 5.5x Maintain NPS of at least 40 Training: > 7,000 employees in qualifying paths Reduce work-place accident frequency rate Implement a low-carbon energy trajectory as validated by SBTi CAGR c.+5% EBITDA margin up 100 bps to 150 bps 2025 2023-2026 Below 5x end 2026 Outlook for 2025 and 2023-2026 Combined General MeetingPage 24
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03 2024 FINANCIAL RESULTS AND 2025 FIRST QUARTER REVENUE
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GREGORY LOVICHI Chief Financial Officer
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All geographies growing well FY 24 Reported growth FY 24 Organic growth France +3.9% +5.5% Germany +7.5% +8.1% Benelux +7.6% +8.3% Italy +2.8% +3.9% Spain, UK -5.4% +11.9% Total +4.6% +6.6% Combined General MeetingPage 27
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FY 2023 (€m) FY 2024 (€m) Share of revenue Reported growth Organic growth Long-Term Care 3,116 3,281 62% +5.3% +7.2% Specialty Care 1,305 1,346 26% +3.2% +3.9% Community Care 626 655 12% +4.5% +9.4% Total 5,047 5,282 +4.6% +6.6% Growth by activity Combined General MeetingPage 28 Solid growth in all activities, thanks to a balanced portfolio
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Long-Term Care: steady occupancy rate increases Combined General MeetingPage 29 • FY average occupancy rate @ 90.6%: up 2.1 pts vs. FY 2023 (88.5%) with a solid increase in all geographies • December 2024, average occupancy rate @ 91.4%: up 2.0 pts vs December 2023 (89.4%) Further growth potential embedded on existing capacities FY 2024 90.6%FY 2023 88.5% 86.0 85.6 87.1 87.6 87.7 88.2 88.7 88.8 89.6 89.5 90.7 91.0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 in % 2022 2023 2024 FY 2022 86.6%
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+4.6 % +6.6 %Reported growth Revenue Bridge versus 2023 5,047 5,282 122 204 -91 Act 2023 Volume (Capacity & OR) Price & Mix Perimeter effect Act 2024 Organic growth +2.5 % +4.1 % -2.0 % Combined General MeetingPage 30 in €M Revenue Revenue growth Long-Term Care: +€68m mainly due to occupancy rate increase (all countries) Specialty Care: +€29m from activity increase (mainly France & Spain) Community Care: +€25m mainly in France Volume increase Price & care-mix +€204m Price effect including: ▪ +€156m in Long-Term Care (Germany, France, Benelux and Italy) ▪ +€25m in Specialty Care mainly in France & Spain ▪ +€23m in Community Care mainly in Germany (Mixed platforms) M&A: +€9m mainly in Spain Disposals & Closings: -€78m o/w UK (Berkley Care), France (o/w HAD), Italy, Germany and Belgium Ages&Vie real-estate development: -€22m Change in perimeter +€122m +2.5% +€204m +4.1% -€91m -2.0%
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Combined General MeetingPage 31 EBITDAR: performance by geographies FY 2023 Margin FY 2024 Margin Margin Variations France 24.8% 22.2% -260 bps -70 bps excl. RE dev. Germany 18.9% 21.3% +240 bps Benelux 22.4% 22.3% -10 bps Italy 21.2% 21.5% +30 bps Spain, UK 18.7% 20.6% +190 bps Total 22.3% 21.8% -50 bps Total excl. RE dev 21.4% 21.7% +30 bps EBITDAR Margin: • 21.8% vs. 22.3% FY 2023 • Margin up +30 bps excl. contribution from RE development activities supported by: • Activity growth • Continued discipline on operating costs • Effects of the recovery in Germany France: • Excl. Contribution from RE development activities, EBITDAR margin down -70 bps Germany: • EBITDAR up +21.4%, thanks to: • Increase in tariffication • Occupancy rates • Impacts of the efficiency plan
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12.2 % Act 23 614 -17 -53 545 30 204 -183 10 60511.0 % 595 11.3 % 11.5 % +€51m / +30bps operational value creation Bridge EBITDA Combined General MeetingPage 32 RE dev. 2023 PF Volume (Capacity & OR) Price Cost inflation (net) Act 24 (excl. RE dev.) Act 24RE dev.Perimeter effect EBITDA Long-Term Care: +€35m Germany, France and Benelux Specialty Care: +€4m mainly in France Community Care: -€8m Volume increase +€30m Price increase (net of cost inflation) +€21m +€51mTotal Operational contribution -€17m Real Estate contribution -€53m Change in perimeter EBITDA 2023 €614m EBITDA 2023 pro forma & excl RE dev €545m Activity price: +€204m, with all countries participating, especially Germany and France Inflation of costs net of consumption reduction measures: -€171m (France, Germany & in Benelux) and -€12m of compensations of costs (Covid subsidies in Germany in 2023)
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FY 2024 Cash Flow Combined General MeetingPage 33 2023 2024 OPERATING CASH FLOW €288m €400m O/W working capital €(83)m +€2m INVESTMENTS Development capex €(154)m €(131)m M&A €(161)m €(53)m Real Estate €(218)m €(58)m Dividend & Others €(26)m €(69)m Financial charges & taxes €(97)m €(217)m FUNDING (excl. debt variations) Disposals - +€391m Capital Increase / RE partnerships / Coupons +€306m +€172m NET DEBT VARIATIONS Incl. IAS 17 +€61m €(435)m Net Debt decrease by -€435m in 2024 due to: ▪ Positive impact of the plan to strengthen the financial structure: ▪ The net proceeds from the capital increases carried out in June and July 2024 ▪ The net proceeds from disposals finalised in 2024 ▪ A reduction in development CAPEX ▪ A positive change in working capital Excluding IAS 17, net Debt decrease by -€409m in 2024 These factors have offset: ▪ Increase in Dividend and others (mainly due to impact of Ages&Vie deconsolidation in 2023) ▪ Financial expenses It should be noted that in 2023 the Group benefited from the unwinding of a swap hedge for €115m ▪ A lower contribution of real estate partnerships, and the reimbursement of the €90m ORA(1) (UK disposal) (1) Bonds redeemable in shares. variation
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Decrease of -€395m in Real Estate Portfolio value as Dec. 31, 2024, vs. Dec. 31, 2023, due to: ▪ Perimeter change of -€309m mainly from disposals: UK, Netherland and others (Spain, France and Belgium) ▪ Market effects: -€150m: • Indexation for +€59m • Cap rate (6.4%) increase with an impact of -€203m ▪ Capex for +€58m Combined General MeetingPage 34 Value YE 2023 Indexation Cap rate Capex Perimeter Value YE 2024 3,007 +59 -203 +58 -309 2,612 Real Estate Gross Asset Value variation
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6.2x 6.2x 5.8x 5.6x 5.7x 5.8x 5.9x 6.0x 6.1x 6.2x 6.3x FY 2022 FY 2023 FY 2024 Significant decrease of the Wholeco leverage ratio ▪ Operating free cash flow generation ▪ Positive impact of the capital increases and the disposals finalized in 2024 ▪ Wholeco leverage, as defined in the new financing contract signed Feb. 14th, 2025, at 5.8x, vs. 6.2x in Dec 23 ▪ Opco leverage stable at 3.8x ▪ LTV significantly down at 57% WholeCo leverage Evolution(1) 3.7x 55% 3.8x 61% 3.8x 57% OpCo lev.(2) LTV Debt leverage ratio Financial structure Combined General MeetingPage 35 (1) Leverage ratio based on Amend & Extend signed in February 2025. (2) EBITDAexcl. IAS38andincludingEBITDAofactivitiesclassifiedasdiscontinuedoperationsunderIFRS5 (amendmentofJuly2023).
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168 325 51 40 300 361 16 41 230 300 144 146 100 199 156 84 100 210 391 177 153 37 76 325 0.6 0.4 0.6 0.7 1.0 0.2 0.2 0.0 0.1 0.3 2025 2026 2027 2028 2029 2030 2031 2032 2033 > 2033 Syndicated RCF(1) Syndicated Term Loan(1) Convertible (OCEANE) € Private Placements Public Bond SSD/NSV Other Corp.Debt (incl. Factoring) Real Estate Debt(2) TOTAL (€bn) Combined General MeetingPage 36 (1) Thematuritiesofthesyndicatedloan(termloanandRCF)andthenewreal-estateloanwillbeextendedto May2029, at theGroup'ssoleinitiative,subjecttothefollowingconditions: (i) repayment,refinancingorextensionofmaturitiesof €300millionbefore28February 2027(initialmaturity)and(ii)€480millionofdebtmaturingin2028before30May2028. (2) Includingthe€150millionnewreal-estatefinancing. pro forma Feb. 2025 debt refinancing Update on the debt maturities
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Growth by activity Growth by geography +1.1%Volumes: Price and case mix: +4.8% +3.7% Organic growth: Strong growth in first-quarter 2025: All businesses and geographies contributing Combined General MeetingPage 37 Q1 2024 Revenue (m€) Q1 2025 Revenue (m€) Share of revenue Reported growth Organic growth Organic growth excl. leap year impact Long-Term Care 802 826 63% +3.0% +5.6% +6.3% Specialty Care 337 327 25% -3.0% +1.4% +2.2% Community Care 169 164 12% -2.8% +7.8% +8.0% Total 1,308 1,317 +0.7% +4.8% +5.5% Q1 25 Reported growth Q1 25 Organic growth Q1 25 Organic growth excl. leap year impact France -2.0% +2.7% +3.4% Germany +6.6% +8.0% +8.0% Belgium/Netherlands +7.7% +7.8% +9.0% Italy -1.1% +2.2% +3.3% Spain et UK(1) -15.9% +5.1% +6.3% Total +0.7% +4.8% +5.5% +5.5%Organic growth on a comparable basis: Perimeter effect: -4.1% (1) ThedisposalofalloftheGroup’sUK operationswascompletedon9 April2024. Accordingly,theGroup’sperformancefigures includeUKrevenueforthewholeofthefirstquarterof2024. +€13m +€47m -€51m
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04 WORK OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
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JEAN-PIERRE DUPRIEU Chairman of the Board of Directors
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Predica Florence Barjou (Permanent representative) EMPLOYEE DIRECTORS Marie-Christine Leroux Gilberto Nieddu Jean-Pierre Duprieu Chairman of the Board of Directors Anne Lalou Philippe Lévêque EXECUTIVE CORPORATE DIRECTOR AND INSTITUTIONAL DIRECTORS Sophie Boissard Chief Executive Officer Matthieu Lance INDEPENDENT DIRECTORS Guillaume Bouhours Your Board of Directors Composition: 16 Directors including the Chairman and the Chief Executive Officer Dr Jean-François Brin Sylvia Metayer Dr Markus Müschenich Patricia Damerval HLD Europe Julie Le Goff (Permanent representative) Jean-Bernard Lafonta Ondřej Novák Ethics, Quality and CSR CommitteeCompensation and Appointments Committee Investment CommitteeAudit Committee Combined General MeetingPage 40
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A diverse and committed Board of Directors THE BOARD OF DIRECTORS – Assisted by specialised Committees VARIED EXPERTISE Healthcare industry Climate Compliance/business conduct Finance/audit and risk Executive functions Human capital 15 MEETINGS IN 2024 92% ATTENDANCE RATE 1 EXECUTIVE SESSION 2 STRATEGIC SEMINARS REGULAR WORKDIVERSE TEAM 4 SPECIALISED COMMITTEES Audit Committee Ethics, Quality and CSR Commitee Compensation and Appointments Committee Investment Committee 16 DIRECTORS 43% WOMEN 57% INDEPENDENT DIRECTORS 56 YEARS OLD ON AVERAGE 73% INTERNATIONAL EXPERIENCE 6 NATIONALITIES 93% 87% 80% 80% 47% 80% Marketing and communication67% Combined General MeetingPage 41
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▪ Predica (represented by Florence Barjou) ▪ HLD Europe (represented by Julie Le Goff)(1) ▪ Jean-François Brin(1) ▪ Patricia Damerval(1) ▪ Sylvia Metayer(1) Guillaume Bouhours (Chairman) Composition and work of Committees Audit Committee ■ Monitoring of the implementation of the various components of the plan to strengthen the financial structure ■ Presentation of work on the CSRD ■ Monitoring of the market and financing situation ■ Capital reduction ■ Selection of the Statutory Auditor responsible for certifying sustainability Information ■ Review of related-party agreements ■ Review of and closing of the annual and half-year financial statements and consolidated financial statements ■ Approval of the annual budget ■ Risk management, internal control and internal audit ■ Audit and relations with external auditors WORK OF THE COMMITTEEComposition (1) DirectorappointedtotheAuditCommitteebytheBoardofDirectorsatitsmeetingof10June2024. 6 DIRECTORS 2/3 INDEPENDENT 67% WOMEN 11 MEETINGS 97% ATTENDANCE RATE Combined General MeetingPage 42
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▪ Matthieu Lance(1) ▪ Jean-Bernard Lafonta(2) ▪ Guillaume Bouhours(1) ▪ Dr Markus Müschenich(2) ▪ Marie-Christine Leroux (Employee Director) ■ Renewal of the Chief Executive Officer's term of office ■ Co-optation of a new Director ■ Proposal to appoint two new Independent Directors and three new Institutional Directors ■ Succession to the Chairmanship of the Board of Directors ■ Transposition of the CSRD and impact on the role of the Audit Committee ■ Adjustment of outstanding free share grant plans ■ Allotment of extraordinary compensation to a Director ■ Annual assessment of the functioning of the Board of Directors ■ Review of the Board of Directors’ diversity policy and gender balance on governance bodies ■ Review of the talent and high-potential management policy Anne Lalou (Chairwoman) WORK OF COMMITTEE Composition and work of Committees Compensation and Appointments Committee (1) DirectorappointedtotheCompensationandAppointmentsCommitteebytheBoardofDirectorsatitsmeetingof25January2024. (2) DirectorappointedtotheCompensationandAppointmentsCommitteebytheBoardofDirectorsatitsmeetingof10June2024. (3) Marie-ChristineLeroux,EmployeeDirector,isnotincludedinthiscalculation,inaccordancewithArticle10.3 oftheAfep-Medefcode. (4) Marie-ChristineLeroux,EmployeeDirector,isnotincludedinthiscalculation,inaccordancewithArticleL. 225-27-1, IIoftheFrenchCommercialCode. Composition Combined General MeetingPage 43 6 DIRECTORS 3/5(3) INDEPENDENT 20%(4) WOMEN 11 MEETINGS 98% ATTENDANCE RATE
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Predica (Chairwoman) represented by Florence Barjou ▪ Jean-Bernard Lafonta(1) ▪ Patricia Damerval(1) ▪ Sylvia Metayer(1) ▪ Dr Markus Müschenich(1) Composition and work of Committees Investment Committee ■ Monitoring of the disposal plan as part of the plan to strengthen the financial structure ■ Monitoring of investment and divestment operations ■ Monitoring of the CapEx plan ■ Review of the Group’s strategic development outlook ■ Review of the portfolio management strategy WORK OF COMMITTEE (1) DirectorappointedtotheInvestmentCommitteebytheBoardofDirectorsatitsmeetingof10June2024. Composition Combined General MeetingPage 44 5 DIRECTORS 3/5 INDEPENDENT 60% WOMEN 14 MEETINGS 96% ATTENDANCE RATE
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▪ HLD Europe (represented by Julie Le Goff)(1) ▪ Dr Jean-François Brin ▪ Anne Lalou ▪ Sylvia Metayer(1) ▪ Gilberto Nieddu (Employee Director) Philippe Lévêque (Chairman) Composition and work of Committees Ethics, Quality and CSR Committee (1) DirectorappointedtotheEthics,QualityandCSRCommitteebytheBoardofDirectorsatitsmeetingof10June2024 (2) GilbertoNieddu,EmployeeDirector,isnotincludedinthiscalculation,inaccordancewithArticle10.3 oftheAfep-Medefcode (3) GilbertoNieddu,EmployeeDirector,isnotincludedinthiscalculation,inaccordancewithArticleL. 225-27-1, IIoftheFrenchCommercialCode. Composition Combined General MeetingPage 45 6 DIRECTORS 4/5(2) INDEPENDENT 60%(3) WOMEN 4 MEETINGS 94% ATTENDANCE RATE ■ Monitoring of Group key performance indicators ■ Adoption of key performance indicators and targets for the 2024-2028 CSR roadmap ■ Monitoring of climate trajectory ■ Monitoring of ethics reports and processes implemented ■ Monitoring of the ethics and compliance plan at Group-level ■ Family satisfaction survey ■ Monitoring of 360° quality audits performed in 2024 ■ Monitoring of ISO 9001 certification for the Group’s facilities ■ Monitoring of complaints from relatives ■ Monitoring of internal and external controls and action plans ■ Monitoring of the Mission Committee’s work ■ Responsible purchasing ■ Monitoring of the 2019-2023 CSR roadmap achievements WORK OF COMMITTEE
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RENEWALS, APPOINTMENT AND COMPENSATION ANNE LALOU Chairwoman of the Compensation and Appointments Committee
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Chairmanship of the Board of Directors post General Meeting(1) Jean-Pierre Duprieu having expressed his wish not to have his term of office as Director renewed during the 2025 General Meeting by early application of the statutory age limit of 75 years for the role of Chairman, the Board of Directors, in particular through its Compensation and Appointments Committee, has initiated a reflection on the succession of the Chairmanship of the Board. Following this work, the Board of Directors, at its meeting held on 21 March 2025, decided that Sylvia Metayer, Independent Director and member of the Board of Directors since June 2024, will succeed to Jean-Pierre Duprieu as Chairwoman of the Board of Directors at the close of this General Meeting. Combined General MeetingPage 47 Sylvia Metayer ▪ Independent Director ▪ Member of the Audit Committee, Investment Committee and Ethics, Quality and CSR Committee ▪ Date of appointment: General Meeting of 10 June 2024 (1) DecisionwithinthecompetenceoftheBoardofDirectors,notsubjecttoapprovalbythisGeneralMeeting.
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RENEWALS ANNE LALOU Chairwoman of the Compensation and Appointments Committee
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Anne Lalou ▪ Independent Director ▪ Chairwoman of the Compensation and Appointments Committee ▪ Member of the Ethics, Quality and CSR Committee ▪ Date of appointment: General Meeting of 18 March 2014 Renewal of the term of office as Director of Anne Lalou 10th resolution Combined General MeetingPage 49
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Philippe Lévêque ▪ Independent Director ▪ Chairman of the Ethics, Quality and CSR Committee ▪ Date of appointment: General Meeting of 22 June 2022 11th resolution Combined General MeetingPage 50 Renewal of the term of office as Director of Philippe Lévêque
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APPOINTMENT ANNE LALOU Chairwoman of the Compensation and Appointments Committee
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Olivier Bogillot is in compliance with applicable regulations and recommandations on the holding of multiple corporate offices. Olivier Bogillot BORN ON: 6 June 1975 NATIONALITY: French SHAREHOLDING: Olivier Bogillot does not hold any Clariane shares. With a PhD in Economics from the University of Lyon I, a Master’s degree in Health Economics and Public Health and a degree in Molecular Biology and Physiology, Olivier Bogillot has held senior positions at Merck KGaA, Amgen and Bristol-Myers Squibb, mainly in market access in France and Europe. In 2009, he took on a Director role within the Île-de-France Regional Health Agency, reporting to Claude Evin, before joining the Presidency of the French Republic in 2011 as advisor for health, dependency policies and social policies. In 2015, he joined Sanofi, where he held various positions including Executive Chief Global Policy Officer, Chief of Staff to the Chief Executive Officer, Chairman of Sanofi France and then Head of North America General Medicines. Olivier Bogillot has sat on the Board of Directors of Leem (professional organization of pharmaceutical companies), chaired the French federation of health industries and the Strategic Committee of the Sector (SCF) of the Health Industries and Technologies attached to the French Prime Minister. He was also a member of the Medef board and co-chair of the Medef Social Protection Commission. Appointment of Olivier Bogillot as Director 12th resolution Combined General MeetingPage 52
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OLIVIER BOGILLOT Candidate for the term of office as Director
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Employee Director appointed by the trade union organization having obtained the most votes in the first round of the elections Two Employee Directors(1) (1) Decisions not submitted to this General Meeting for approval. Employee Director appointed by the European Company Committee Combined General MeetingPage 54 Kévin Kaffazi
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COMPENSATION ANNE LALOU Chairwoman of the Compensation and Appointments Committee
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Compensation of the Chief Executive Officer, Sophie Boissard, paid or awarded in 2024 Resolution 4 (Say on Pay Ex Post of the Chief Executive Officer) (1) 20% onorganicgrowth,15% onEBITDAmarginand15% onfinancialleverage. (2) 10% onsatisfactionofpatients,residentsandfamily(NPS),12% onHRcompositeindicator,4% onthequalityofcarecompositeindicatorand4% onreductioninenergyconsumptioncomparedto2023. (3) GlobalevaluationoftheimplementationoftheplantostrengthentheGroup’sfinancialstructureasannouncedon14November2023. (4) Subjecttopresenceconditionandperformance(financialandextra-financial)criteria. (5) 20% onrevenue,20% onoperatingfreecashflowand20% onfinancialleverage. (6) 10% onconsiderationscore,10% onreductioninCO2 energy-relatedemissions,10% onemployee'scommitmentand10% ongenderdiversitywithinGroupandcountry’smanagementCommittees. Combined General MeetingPage 56 OBJECTIVE OVER REACHED OBJECTIVE PARTIALLY REACHED OBJECTIVE OVER REACHED QUALITATIVE CRITERIA(3) QUANTITATIVE EXTRA-FINANCIAL CRITERIA(2) €443,560 €520,000 ▪ Exceptional compensation: €0 ▪ Non-compete compensation and severance payment paid: N/A ▪ Value of other benefits: €17,143 (unemployment insurance and company car) Performance shares granted in respect of the 2024 financial year ▪ A maximum of 414,814 shares could be awarded on 5 August 2027(4) ▪ Criteria: 60% based on the economic performance(5) 40% based on extra-financial criteria(6) ANNUAL VARIABLE COMPENSATION 50% 20% 30% ANNUAL FIXED COMPENSATION 85.3% of the fixed compensation LONG TERM VARIABLE COMPENSATION OTHER BENEFITS QUANTITATIVE FINANCIAL CRITERIA(1)
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Compensation of the Chairman of the Board of Directors, Jean-Pierre Duprieu, paid or awarded in 2024 Resolution 5 (Say on Pay Ex Post of the Chairman of the Board of Directors) Combined General MeetingPage 57 FIXED COMPENSATION €0 COMPENSATION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS Unchanged since 2015 €345,000 COMPENSATION FOR DIRECTOR’S TERM OF OFFICE OTHER COMPENSATION N/A
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Report on corporate governance Resolution 6 (Say on Pay Ex Post global) (1) TheChairmanoftheBoardofDirectorsandtheChiefExecutiveOfficerdonotreceiveanycompensationinrespectoftheirtermofofficeasDirector. (2) For2024, PhilippeDumont,MatthieuLance,Jean-BernardLafontaandHLDEuropeeachwaivedtheamountstowhichtheywouldnormallyhavebeenentitledinrespectoftheirtermofofficeasDirector. (3) ThecompensationentitledtothecompanyPredicawaspaidtotheClarianeFoundation,inaccordancewithPredicaexpressedproposal. Combined General MeetingPage 58 2024 COMPENSATION OF DIRECTORS ANNUAL BUDGET 2024 APPROVED BY THE GENERAL MEETING OF SHAREHOLDERS OF 10 JUNE 2024 €500,000(1)(2)(3)€500,000 AMOUNTS ALLOCATED FOR THE 2024 FINANCIAL YEAR
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Fixed Target variable(1) Maximum variable(2) €600,000 €600,000 €300,000 2025 compensation policy for the Chief Executive Officer Resolution 7 (Say on Pay Ex Ante for the Chief Executive Officer) (1) 100% oftheannualfixedcompensation. (2) 150% oftheannualfixedcompensationincaseofoverperformance. (3) Ifthelevelofachievementofthefinancialcriteriaisstrictlylessthan100%, thentheextra-financialmultipliercannotbegreaterthan1. (4) Ifthelevelofachievementofthefinancialcriteriaisgreaterthanorequalto100%, theextra-financialmultiplierisapplieduptoa maximumoverallachievementrateof150%. (5) Incaseofachievementof150% oftheperformancecriteria. Combined General MeetingPage 59 Company car Employment insurance Collective healthcare and live insurance policy LONG TERM VARIABLE COMPENSATION (IN SHARES) PERFORMANCE CONDITIONS OF THE ANNUAL VARIABLE COMPENSATION OTHERS COMPONENTS ANNUAL FIXED AND VARIABLE COMPENSATION Vesting period: 3 years Ceiling: 0.29% of the share capital(5) Presence condition The fixed compensation of the Chief Executive Officer would be increased from €520,000 to €600,000 for the entire duration of her renewed term of office 20% EBITDA 15% Organic growth 15% Financial leverage ratio (« wholeco ») 8% Patient/resident/family satisfaction (NPS) 7% Composite quality of care indicator: › Percentage of pressure sores acquired › Percentage of passive restraints measures › Percentage of residents with a personalised plan 5% Energy intensity 5% Lost-time accident frequency rate 5% Enrolments in qualifying training 50% Financial 30% Non- financial 20% Qualitative Continued implementation of the disposal plan and strategic financing roadmap, and contribution to the public debate to promote fair and sustainable regulation of care activities 0-150% Financial 25% Revenue 25% Operating cash flow 25% Financial leverage ratio (“wholeco”) 25% EBITDA 25% Consideration score 25% Reduction in energy-related carbon emissions 25% Employees engagement 25% Facility Director and Deputy Director posts filled internally 0,8-1,2x Non- financial (3)(4)
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2025 compensation policy for the Chairman of the Board of Directors Resolution 8 (Say on Pay Ex Ante for the Chairman of the Board of Directors) Combined General MeetingPage 60 COMPENSATION POLICY FOR THE CHAIRMAN OF THE BOARD OF DIRECTORS FIXED ANNUAL COMPENSATION €0€345,000 COMPENSATION FOR DIRECTOR’S TERM OF OFFICE OTHER COMPENSATION N/A Unchanged since 2015
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2025 compensation policy of corporate officers Resolution 9 (Say on Pay Ex Ante of Directors) Combined General MeetingPage 61 500 000 € The compensation policy precises that the compensation payable to each Director will, where appropriate, be prorated according to the length of their term of office as Director, Chair or member of Committee(s) during the financial year ALLOCATION RULES IDENTICAL AS LAST YEAR EXCEPT: REMINDER OF THE RULES: AMOUNTS (based on 100% attendance at meetings): Board of Directors meetings attendance: ▪ Independent Dierctors: €30,000 ▪ Non-Independent Directors: €15,000 Committee’s Chairmanship: ▪ Independent Directors: €25,000 ▪ Non-Independent Directors: €12,500 Committee’s meetings attendance: ▪ Independent Directors: €10,000 ▪ Non-Independent Directors: €5,000 2025 ANNUAL BUDGET ▪ Compensation policy unchanged since 2023 ▪ Over the same period, the Board of Directors has increased from 13 Directors to 16 Directors in 2025 ▪ For the 2025 financial year, it is proposed to increase the annual budget: €500,000 €550,000
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05 WORK OF THE MISSION COMMITTEE
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NICOLAS TRUELLE Chairman of the Mission Committee
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TAKING CARE OF EACH PERSON’S HUMANITY IN TIMES OF VULNERABILITY INNOVATIONFAIRNESS SUSTAINABILITY LOCALITYCONSIDERATION Help and provide counseling & orientation services to care seekers Provide social & psychological support to our employees Care for our employees’ safety & health Deploy & reinforce Positive Care in all our activities Develop employability through training and education Empower employees as shareholders and secure reinvestment in the Care mission Contribute to medical research Implement health & care innovation Reduce our Energy carbon footprint Promote local & inclusive purchasing INCLUSIVE GOVERNANCE – Empower national & local stakeholder councils Clariane mission model Page 64 Combined General Meeting
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Composition of the Mission Committee (1) On 1st January2025, NicolasTruellesucceeded,as Chairmanof theMission Committee,to Dr FrançoiseWeber, who wished to resign for personal reasons. Fairness Working Group Locality and Sustainability Working Group Consideration Working Group Inclusive governance Working Group Innovation Working Group Combined General MeetingPage 65
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Work of the Mission Committee Nicolas Truelle (Chairman of the Mission Committee) ■ Monitoring performance on the main indicators of the mission roadmap (audited) and discussion of secondary indicators ■ Review of the main actions taken following the working group meetings and further reflection ■ First seminar of the national stakeholder councils ■ Information on the double materiality analysis (CSRD) and consistency with the work of the Mission Committee ■ Monitoring of the work of the ITO and the conclusions of the first audit of the purpose-driven company ■ Discovery visits to Group facilities WORK OF COMMITTEE 14 MEMBERS 6 NATIONALITIES 36% WOMEN 4 PLENARY SESSIONS AND 5 WORKING GROUP MEETINGS 62 AVERAGE AGE Combined General MeetingPage 66
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■ Continue to monitor initiatives related to the mission through dedicated working groups, focusing on a selection of issues identified as critical and cross-cutting ■ Be a source of proposals for the operational and practical implementation of the mission in facilities, as well as for raising awareness of the mission among employees and all stakeholders, with a particular focus on the people supported and their families ■ Disseminate its work at all levels of the organisation, in particular by continuing its interactions with the company's other governance bodies ■ Sustain the momentum built up in terms of inclusive governance by continuing to strengthen the links between the Mission Committee and the Stakeholder Councils ■ Integrate the recommendations of the independent third-party body following the first verification of the achievement of social and environmental objectives, and in particular: awareness-raising and training on the mission for employees in facilities 2025 Mission and Mission Committee Roadmap Combined General MeetingPage 67
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06 STATUTORY AUDITORS REPORTS
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STEPHANE MARFISI Representative of the college of Statutory Auditors
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Report on the consolidated financial statements for the financial year ended 31 December 2024 2nd resolution of the General Meeting – ordinary part (pages 437 to 441 of the 2024 Universal Registration Document) Combined General MeetingPage 70 Purpose Opinion on the consolidated financial statements Obtain reasonable assurance that there is no material misstatement on the consolidated financial statements ▪ No matter to report on the information provided in the Group Management Report ▪ Compliance with the single European electronic information format in all its significant aspects ▪ Compliance with the opinion expressed in our complementary report to the Audit Committee ▪ No prohibited service has been provided by the Statutory Auditors Unqualified opinion without observation of the consolidated financial statements Justification of our assessments – Key audit matters Valuation of goodwill and licenses Group liquidity Specific verifications
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Report on the annual financial statements for the financial year ended 31 December 2024 1st resolution of the General Meeting – ordinary part (pages 463 to 467 of the 2024 Universal Registration Document) Combined General MeetingPage 71 Purpose Opinion on the annual financial statements Obtain reasonable assurance that there is no material misstatement on the annual financial statements ▪ No matter to report on the information provided in the Management Report and the Corporate Governance Report ▪ Compliance with the single European electronic information format in all its significant aspects ▪ Compliance with the opinion expressed in our complementary report to the Audit Committee ▪ No prohibited service has been provided by the Statutory Auditors Unqualified opinion without observation of the annual financial statements Justification of our assessments – Key audit matters Valuation of equity securities and associated receivables Company’s liquidity Specific verifications
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Special report on regulated agreements 13th resolution of the General Meeting – ordinary part Combined General MeetingPage 72 Approval of four regulated agreements authorised by the Board of Directors since the last General Meeting: We have no matters to report on the information provided in the Board of Directors' report on the regulated agreements which complies with the conditions set out in the French Commercial Code. New regulated agreement referred to in Articles L. 225-38 et seq. of the French Commercial Code 13th resolution
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Other reports (6) – Reports on capital operations Resolutions submitted to the General Meeting – extraordinary part Combined General MeetingPage 73 Authorisations / Delegations to the Board of Directors: With regards to the issuance of ordinary shares and/or transferable securities with or without shareholders’ preferential subscription rights (resolutions 16 to 21), we report you that the Board of Directors’ report does not explain how the issuance price of the securities was determined regarding 16th, 20th and 21st resolutions. We have no other complementary matters to report on the information provided in the Board of Directors’ report on the proposed operations, which comply with the conditions set out in the French Commercial Code. Reduction of the Company’s share capital by cancelling shares subject to a limit of 10% of the share capital 15th resolution Issuance of ordinary shares of the Company and/or transferable securities giving access to the capital of the Company and/or the right to receive debt securities, with or without shareholders' preferential subscription rights 16th to 21st resolutions Issuance of ordinary shares and/or transferable securities conferring access to the share capital, without shareholders’ preferential subscription rights in favour of a category of persons in accordance with the provisions of Article L. 225-138 of the French Commercial Code 22nd resolution Authorisation to grant free Company’s shares either existing and/or to be issued to employees and/or corporate officers of the Company and its subsidiaries subject to a limit of 2.97% of the Company’s share capital 24th resolution Issuance of ordinary shares of the Company and/or transferable securities conferring access to the Company’s capital, without preferential subscription rights for existing shareholders in favour of members of a company or group savings plan within the limit of 5% of the Company's share capital 25th resolution Issuance of ordinary shares of the Company and/or transferable securities conferring access to the Company’s share capital, without shareholders’ preferential subscription rights, to certain categories of beneficiary for the purpose of an employee shareholding scheme within the limit of 1% of the Company's share capital 26th resolution
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07 AUDITOR’S REPORT ON SUSTAINABILITY REPORTING
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STEPHANE MARFISI Representative of Forvis Mazars
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Certification of sustainability reporting and verification of disclosure requirements set out in Article 8 of Regulation (EU) 2020/852 Overall conclusion “Based on the procedures we have carried out, we have not identified uncorrected materials errors, omissions or inconsistencies regarding the compliance of the sustainability information [...] of the management report with the requirements of Article L. 233-28-4 of the French Commercial Code, including the ESRS” Combined General MeetingPage 76 3 conclusions DMA process compliance Conclusion without qualification or material non-compliance Sustainability Information compliance, ESRS Taxonomy compliance Conclusion without qualification or material non-compliance Conclusion without qualification or material non-compliance ▪ No emphasis of matter ▪ A general observation related to the described limitations due to the first application of the directive ▪ Three additional observations due to the unavailability of certain information ▪ No emphasis of matter
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08 ANSWERS TO QUESTIONS FROM SHAREHOLDERS
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WRITTEN QUESTIONS RECEIVED BY POST WRITTEN QUESTIONS RECEIVED TO THE DEDICATED E -MAIL ADDRESS ▪ No question received ▪ No question received Questions from shareholders Combined General MeetingPage 78
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PRESENTATION AND VOTE OF THE RESOLUTIONS 09
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FRÉDÉRIC VERN Group General Counsel
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AGENDA 2024 financial statements and allocation of result RESOLUTIONS 1 to 3 Compensation of the corporate officers RESOLUTIONS 4 to 9 Renewal of the term of office of Directors and appointment of new Director RESOLUTIONS 10 to 12 Approval of related-party agreements and commitments RESOLUTION 13 RESOLUTION 29 Amendments of the Articles of Association Page 81 RESOLUTION 30 Powers to carry out formalities Combined General Meeting RESOLUTIONS 14 to 28 Financial authorisations and delegations
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VOTING PROCEDURES VOTE OF THE RESOLUTIONS VOTE OF THE RESOLUTIONS Combined General Meeting Page 82
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VOTING PROCEDURE VOTE OF THE RESOLUTIONS VOTE OF THE RESOLUTIONS Combined General MeetingPage 83
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PUCE CARD TO VOTE The voting device can only work if your puce card is correctly inserted Simply press the button corresponding to your choice 1 = For 2 = Against 3 = Abstain Mentioned as "acquitted": your vote is taken into account but you can still modify it during the voting period(10 seconds). MESSAGE ON THE BOTTOM LINE OF THE VOTING DEVICE FUNCTIONING OF THE VOTING DEVICE Combined General Meeting Page 84
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MODALITÉS DU VOTE VOTE OF THE RESOLUTIONS VOTE OF THE RESOLUTIONS Combined General MeetingPage 85
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ORDINARY RESOLUTION Combined General MeetingPage 86 Approval of the annual financial statements for the financial year ended 31 December 2024 ▪ Approval of non-tax-deductible expenses and charges in accordance with tax provisions 2024 FY result €-97,785,195.57 Non-tax-deductible expenses and charges €142,748.29 1st RESOLUTION
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ORDINARY RESOLUTION Combined General MeetingPage 87 Approval of the consolidated financial statements for the financial year ended 31st December 2024 Consolidated net result (Group share) €-55,122,013.20 2nd RESOLUTION
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ORDINARY RESOLUTION Combined General MeetingPage 88 FY result €-97,785,195.57 Retained earnings €74,074,918.19 Retained earnings post-allocation €-23,710,277.38 Allocation of profit for the financial year ended 31st December 2024 3rd RESOLUTION
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ORDINARY RESOLUTION 4th RESOLUTION Combined General Meeting Page 89 Approval of the components of the compensation paid during the financial year ended on 31 December 2024, or awarded in respect of that financial year, to Sophie Boissard, in her capacity as Chief Executive Officer of the Company Resolution presented by the Chairwoman of the Compensation and Appointments Committee
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ORDINARY RESOLUTION 5th RESOLUTION Combined General Meeting Page 90 Approval of the components of the compensation paid during the financial year ended on 31 December 2024, or awarded in respect of that financial year, to Jean-Pierre Duprieu, in his capacity as Chairman of the Company’s Board of Directors Resolution presented by the Chairwoman of the Compensation and Appointments Committee
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ORDINARY RESOLUTION 6th RESOLUTION Combined General Meeting Page 91 Approval of the information relating to the compensation of corporate officers mentioned in I of Article L. 22-10-9 of the French Commercial Code included in the Board of Directors’ report on corporate governance Resolution presented by the Chairwoman of the Compensation and Appointments Committee
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ORDINARY RESOLUTION 7th RESOLUTION Combined General Meeting Page 92 Approval of the compensation policy of the Chief Executive Officer for the 2025 financial year Resolution presented by the Chairwoman of the Compensation and Appointments Committee
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ORDINARY RESOLUTION 8th RESOLUTION Combined General Meeting Page 93 Approval of the compensation policy of the Chairman of the Board of Directors for the 2025 financial year Resolution presented by the Chairwoman of the Compensation and Appointments Committee
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ORDINARY RESOLUTION 9th RESOLUTION Combined General Meeting Page 94 Approval of the compensation policy of the Company’s Directors for the 2025 financial year Resolution presented by the Chairwoman of the Compensation and Appointments Committee
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ORDINARY RESOLUTION 10th RESOLUTION Combined General Meeting Page 95 Renewal of the term of office as Director of Anne Lalou Resolution presented by the Chairwoman of the Compensation and Appointments Committee
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ORDINARY RESOLUTION 11th RESOLUTION Combined General Meeting Page 96 Renewal of the term of office as Director of Philippe Lévêque Resolution presented by the Chairwoman of the Compensation and Appointments Committee
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ORDINARY RESOLUTION 12th RESOLUTION Combined General Meeting Page 97 Appointement of Olivier Bogillot as Director Resolution presented by the Chairwoman of the Compensation and Appointments Committee
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ORDINARY RESOLUTION 13th RESOLUTION Combined General MeetingPage 98 Approval of the related-party agreements and commitments Proposal: approve the related-party agreements and commitments entered into by Clariane and authorised by the Board of Directors since the last shareholders’ General Meeting Date of conclusion Type of agreement Parties to the agreement 13 June 2024 Management agreement ▪ Clariane ▪ Crédit Agricole Corporate and Investment Bank ▪ BNP Paribas ▪ Natixis ▪ Société Générale 5 August 2024 Service agreements ▪ Clariane ▪ Sylvia Metayer 14 February 2025 Real estate bridge loan ▪ Clariane ▪ Caisse Régionale de Crédit Agricole Mutuel de Paris et d’Ile de France ▪ LCL ▪ Crédit Agricole Corporate and Investment Bank ▪ CIC Est 14 February 2025 Amendment and extension of the syndicated loan ▪ Clariane ▪ BNP Paribas ▪ CIC ▪ HSBC Continental Europe ▪ Société Générale ▪ All lenders listed in appendix 1 of the loan documentation
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ORDINARY RESOLUTION Combined General MeetingPage 99 Authorisation to be granted to the Board of Directors to trade in the Company’s shares 14th RESOLUTION Maximum purchase price per share €20 Maximum percentage of the buy-back programme 10% of the share capital Duration 18 months
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The purpose of these authorisations and delegations is to enable the Board of Directors to: ▪ Proceed, in accordance with the regulation in force, with the implementation of different types of issuances ▪ Have the necessary flexibility to select among the various types of securities it may issue and the opportunities available in the financial markets ▪ Give a certain degree of flexibility to the Company to carry out, transactions that best suit its needs and the financial markets environment Page 100 Combined General Meeting RESOLUTIONS 15 TO 28 Financial authorisations and delegations
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EXTRAORDINARY RESOLUTION 15th RESOLUTION Combined General MeetingPage 101 Authorisation to be granted to the Board of Directors to reduce the share capital by cancelling Company shares, up to a limit of 10% of the share capital per period of 24 months Ceiling 10% of the share capital Duration 26 months
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EXTRAORDINARY RESOLUTION 16th RESOLUTION Combined General Meeting Page 102 Delegation of authority to the Board of Directors to issue, outside takeover bid periods, ordinary shares of the Company and/or transferable securities conferring access to the Company’s share capital and/or the right to receive debt securities, with preferential subscription rights Maximum nominal amount of the share capital increase 50% of the share capital Maximum nominal amount of the transferable securities €1,000,000,000 Duration 26 months
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EXTRAORDINARY RESOLUTION 17th RESOLUTION Combined General Meeting Page 103 Delegation of authority to the Board of Directors to issue, outside takeover bid periods, by way of a public offering excluding the offers referred to in Article L. 411-2, 1° of the French Monetary and Financial Code, ordinary shares of the Company and/or transferable securities conferring access to the Company’s share capital and/or the right to receive debt securities with cancellation of shareholders’ preferential subscription rights Maximum nominal amount of the share capital increase 30% of the share capital (imputation on the 50% overall ceiling set out in the 16th resolution) Maximum nominal amount of the transferable securities €1,000,000,000 Duration 26 months
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EXTRAORDINARY RESOLUTION 18th RESOLUTION Combined General MeetingPage 104 Delegation of authority to the Board of Directors to issue, outside takeover bid periods, by way of a public offering referred to in Article L. 411-2, 1° of the French Monetary and Financial Code, ordinary shares of the Company and/or transferable securities conferring access to the Company’s share capital and/or the right to receive debt securities, without shareholders’ preferential subscription rights Maximum nominal amount of the share capital increase 30% of the share capital (imputation on the 50% and 30% global ceilings set out in the 16th and 17th resolutions) Maximum nominal amount of the transferable securities €1,000,000,000 Duration 26 months
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EXTRAORDINARY RESOLUTION Ceiling 15% of the initial issuance Duration 26 months 19th RESOLUTION Delegation of authority to be granted to the Board of Directors to increase, outside takeover bid periods, the number of securities to be issued in the event of the issuance, with or without shareholders’ preferential subscription rights Page 105 Combined General Meeting
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EXTRAORDINARY RESOLUTION 20th RESOLUTION Combined General Meeting Page 106 Authorisation to be granted to the Board of Directors to issue, outside takeover bid periods, ordinary shares of the Company and/or transferable securities conferring access to the Company’s share capital, without shareholders’ preferential subscription rights, in consideration of contributions in kind granted to the Company and consisting of equity securities and/or transferable securities conferring access to share capital Maximum nominal amount of the share capital increase 20% of the share capital (imputation on the 50% and 30% global ceilings set out in the 16th and 17th resolutions) Maximum nominal amount of the transferable securities €1,000,000,000 Duration 26 months
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EXTRAORDINARY RESOLUTION 21st RESOLUTION Combined General Meeting Page 107 Delegation of authority to the Board of Directors to issue, outside takeover bid periods, ordinary shares of the Company and/or transferable securities conferring access to the Company’s share capital, in the event of a public exchange offer initiated by the Company, without shareholders’ preferential subscription rights Maximum nominal amount of the share capital increase 30% of the share capital (imputation on the 50% and 30% global ceilings set out in the 16th and 17th resolutions) Maximum nominal amount of the transferable securities €1,000,000,000 Duration 26 months
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EXTRAORDINARY RESOLUTION 22nd RESOLUTION Combined General Meeting Page 108 Delegation of authority to the Board of Directors to issue, outside takeover bid periods, ordinary shares and/or transferable securities conferring access to the share capital, without shareholders’ preferential subscription rights in favour of a category of persons in accordance with the provisions of Article L. 225-138 of the French Commercial Code Maximum nominal amount of the share capital increase 30% of the share capital (imputation on the 50% and 30% global ceilings set out in the 16th and 17th resolutions) Maximum nominal amount of the transferable securities €1,000,000,000 Duration 18 months
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ORDINARY RESOLUTION 23rd RESOLUTION Combined General Meeting Page 109 Delegation of authority to the Board of Directors to decide, outside takeover bid periods, on the capital increase by incorporation of reserves, profits, premiums or similar Ceiling €533,776,452.71(1) Duration 26 months (1) Corresponding to the amount of the capital reduction decided by the Board of Directors in application of the 1st resolution approved by the General Meeting of 26 March 2024 and carried out on 25 April 2024.
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EXTRAORDINARY RESOLUTION 24th RESOLUTION Combined General Meeting Page 110 Authorisation to be granted to the Board of Directors for the purpose of granting free shares of the Company, either existing and/or to be issued, to employees and/or corporate officers of the Company and its subsidiaries Ceiling 2.97% of the share capital (of which maximum 0.29% to the benefit of Company’s executive corporate officers) Duration 38 months
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EXTRAORDINARY RESOLUTION 25th RESOLUTION Page 111 Combined General Meeting Ceiling 5% of the share capital Duration 26 months Delegation of authority to the Board of Directors to issue ordinary shares of the Company and/or transferable securities conferring access to the Company’s share capital, immediately or in the future, without shareholders’ preferential subscription rights, in favour of members of a company or group savings plan
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EXTRAORDINARY RESOLUTION Combined General Meeting Page 112 Delegation of authority to the Board of Directors to issue ordinary shares of the Company and/or transferable securities conferring access to the Company’s share capital, immediately or in the future, without shareholders’ preferential subscription rights, to certain categories of beneficiaries for the purpose of an employee shareholding scheme 26th RESOLUTION Ceiling 1% of the share capital (imputation on the 5% of share capital global ceiling set out in the 25th resolution) Duration 18 months
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EXTRAORDINARY RESOLUTIONS Combined General Meeting Page 113 27 AND 28th RESOLUTIONS Delegation of authority to the Board of Directors to: • decide, outside takeover bid periods, on any merger, demerger or partial contribution of assets (27th resolution), • increase the share capital by issuing equity securities in the event of use of the above-mentioned delegation of authority (28th resolution). Ceiling 30% of the share capital Duration 26 months
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EXTRAORDINARY RESOLUTION Combined General MeetingPage 114 Amendment of the Articles of Association 29th RESOLUTION • Purpose : enable the Board of Directors to take its decisions by written consultation, including by electronic means (in accordance with the provisions the law of 13 June 2024 aimed at increasing the financing of companies and the attractivity of France).
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ORDINARY RESOLUTION Combined General Meeting Page 115 Powers to carry out formalities 30th RESOLUTION
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10 CLOSING REMARKS
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JEAN-PIERRE DUPRIEU Chairman of the Board of Directors
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14 May 2025 at 2:00 pm Room Apostrophe – Paris, France Combined General Meeting