Slides
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July 30th, 2025 Sophie Boissard, CEO Grégory Lovichi, CFO 2025 Half Year Results
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Disclaimer This document and the information contained herein do not constitute an offer to sell or subscribe, nor a solicitation of an order to purchase or subscribe the notes in any country, in particular in the United States. This press release and the information contained herein also do not constitute an offer to purchase nor a solicitation to sell the notes, nor an invitation to participate to the offer to purchase. The distribution of this press release may be restricted in some countries and be subject to specific regulations and persons in possession of this press release should inform themselves about and comply with any applicable restrictions. This document contains forward-looking statements that involve risks and uncertainties, including those included or incorporated by reference, concerning the Group’s future growth and profitability that could cause actual results to differ materially from those indicated in the forward-looking statements. These risks and uncertainties relate to factors that the Company cannot control or estimate precisely, such as future market conditions. The forward-looking statements made in this document constitute expectations for the future and should be regarded as such. Actual events or results may differ from those described in this document due to a number of risks and uncertainties described in Chapter 2 of the 2024 Universal Registration Document filed with the AMF on 1 April 2025 under registration number D.25-0209, available on the Company’s website (www.clariane.com) and that of the AMF (www.amf-france.org). All forward-looking statements included in this document are valid only as of the date of this press release. Clariane S.E. undertakes no obligation and assumes no responsibility to update the information contained herein beyond the requirements of applicable regulations. Readers are cautioned not to place undue reliance on these forward-looking statements. Neither Clariane nor any of its directors, officers, employees, agents, affiliates or advisors accepts any responsibility for the reasonableness of any assumptions or opinions expressed or for the likelihood of any projections, prospects or performance being achieved. Any liability for such information is expressly excluded. Nothing in this document is, or should be construed as a promise or representation regarding the future. Furthermore, nothing contained in this document is intended to be or should be construed as a forecast of results. Clariane’s past performance should not be taken as a guide to future performance. The main Alternative Performance Indicators (APIs), such as EBITDAR, EBITDA, EBIT, net debt and financial leverage, are defined in the Universal Registration Document available on the Company’s website at www.clariane.com. Page 2 2025 H1 Results
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Agenda ■ 01 Highlights of H1 2025 ■ 02 Income Statement ■ 03 ■ 04 Cash Flow Statement ■ 05 Owned real estate portfolio Page 3 And now… Clariane is best positioned 2025 H1 Results ■ 06 Outlook
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30 Jul y, 20 25 1 Highlights of H1 2025
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H1 2025 key highlights Page 5 H1 2025 performance : Solid organic revenue growth driven by all businesses & regions EBITDA temporarily impacted by the financing reform in Specialty care in France Plan to strengthen the financial structure finalized 6 months ahead of schedule Disposal program achieved at good valuation multiples Successful Debt Refinancing offering long term visibility Liquidity situation strongly reinforced - RCF of €491m reimbursed July 30th 2025 H1 Results 2025 outlook confirmed Improving performance in H2 accelerating on the back of: Volume increases in all segments Full effects of price increases and active case mix management Productivity improvements and costs reduction post disposal plan Continued discipline on development capex
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H1 2025 key figures EBITDA Pre IFRS 16 NET RESULT group share Pre IFRS 16 €2,656mREVENUE €263m -4,1% pro forma & excl. RE dev OPERATING CASH FLOW €133m vs. €169m in H1 2024 Wholeco: 5.6x pro forma (incl. Petits-fils) vs. 5.8x in H1 2024 (including proceeds from the capital increase) €2.6bn vs. 2.7bn in June 2024 +4.8% organic growth FINANCIAL LEVERAGE REAL ESTATE PORTFOLIO Page 6 Stable excl. deferred payment from Heath care insurance France -€47m vs. -€28m in H1 2024 Real estate debt at €1.6bn , vs. 1.7bn in June 2024 LTV : 57% vs. 63% in June 2024 NET FINANCIAL DEBT REDUCTION pre IFRS 16 & IAS 17 -€212m vs. June 2024 Net financial debt at €3.6bn in June 2025, vs. €3.8bn in June 2024 Liquidity position of €750m 2025 H1 Results EBITDAR Pre IFRS 16 €546m +0.8% pro forma & excl. RE dev
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ESG milestones achieved in H1 2025 Page 7 EMPLOYER RECOGNITION I COMMITMENT ON EMPLOYEE HEALTH & SAFETY I TRAINING ■ 2025 Top Employer Europe certification • 1st company in the healthcare services sector to receive such recognition • Several years running in key geographies: France, Germany, etc… ■ European Agreement on Occupational Health and Safety • Signed with employee representatives from the EWC, EPSU, and national trade unions • Key step in achieving 2026 targets (decreased workplace accident frequency rate and absenteeism) • Grounded on commitments spanning over a 4-year period, with associated KPIs ■ 5,843 employees enrolled in a qualifying path STEPS TOWARDS REDUCED GHG EMISSIONS ■ 1st green energy Power Purchase Agreement signed with IGNIS ■ In line with targeted 46%-reduction of GHG emissions from energy use and refrigerants (scopes 1 and 2) by 2031 (vs. 2021) 2025 H1 Results Sustainability Human Resources Quality of Care PUBLICATION OF THE MEDICAL, INNOVATION AND RESEARCH POLICY Linked to Consideration → reinforced, systematic roll-out of Positive Care, quality standards (e.g ISO 9001) Linked to Innovation → include scientific advances in medical/care practices, contribute to medical research
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Clariane financial structure strengthening plan completed six months ahead of schedule A strengthened financial structure 2 Real estate equity partnerships (December 23) €230m Real estate debt secured (December 23) €200m Share capital increases (July 24) €329m Assets disposal program (June 25) c.€1bn at 14x EBITDA on average 1 2 43 Page 8 2025 H1 Results Supporting deleveraging and normalization of access to financing: - Wholeco leverage* down to 5.6x vs. 6.2x at end of 2023 - Extension of SFA maturities, new bond emission, high level of liquidity *Proforma disposals cashed-in as of end of July
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With the disposal of Petits-fils, Clariane completes its disposal program ahead of schedule Page 9 Petits-fils network of c.300 agencies Petits-fils at a glance ▪ Founded in 2007 and acquired by Clariane in 2018, Petits-fils has a unique approach to providing quality professional and personalized in-home care services in France ▪ Petits-fils is a French home care network that provides tailor-made, non-medical assistance to elderly people through a franchise model ▪ Full scale up under Clariane management: moving from 58 agencies in 2018 to 292 agencies today across France ▪ Net proceeds perceived July 30th, 2025 ▪ Partnership with Clariane post disposal €345m Enterprise value €56m Contribution in Clariane 2024 revenue c.370 #FTEs Key financials 2025 H1 Results
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Page 10 2025 H1 Results Disposal plan overview ▪ Maintained control over timing and terms ▪ Credible alternatives and dual track approach ▪ Strict strategic discipline ▪ Competitive tension ▪ Investors and creditors reinsured ▪ Refocusing the company on core segments while maintaining a balanced country platform ▪ Positive sector signal Key success factors Main outcomes ▪ Approx. 60% of the €1bn disposal plan was achieved through the sale of OpCos ▪ French assets (operations and real estate) make up 54% of the disposal plan
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Clariane post disposal plan : a well balanced and streamlined profile Page 11 1 225 facilities ≈ 91 000 beds Key figures (30/06/2025) 6 countries - 3 segments (30/06/2025) A strong shareholders base Predica 26% HLD Europe 25% Flat Footed 13% Leima Valeurs 6% Public float 30% 65 000 employees 570 000 patients 2025 H1 Results In €m 2023* 2024* H1 2024** Published Disposals impact Pro forma Published Disposals impact Pro forma Published Disposals impact Pro forma Revenue 5 047 (308) 4 739 5 282 (265) 5 017 2 636 (54) 2 582 EBITDAR (pre IFRS 16) 1 127 (72) 1 054 1 154 (69) 1 085 560 (13) 547 EBITDA (pre IFRS 16) 614 (52) 561 605 (50) 555 290 (11) 279 *Estimated pro forma from all disposals completed as part of the financial structure strengthening plan **Pro forma from disposals received only in the first half of 2025 (i.e. excluding Petits-fils) 43% 25% 16% 12% 5% France Germany Benelux Italy Spain & UK 63% 24% 13% Long Term Care Specialty Care Community Care 2025 H1 revenue by region 2025 H1 revenue by activity
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Financial structure Debt leverage ratio Page 12 (1) Leverage ratio based on Amend & Extend signed in Feb. 2025 Significant decrease of the leverage ratio since 2023 owing to: • Operating free cash flow generation • Asset disposals achieved (average EBITDA multiple >14x) • Wholeco leverage (as defined in the financing contract signed Feb. 14th, 2025) at 5.6x (3), vs. 5.8x (2) in June 24 • OpCo leverage at 3.5x(3) vs. 3.6x(2) in June 24 • LTV significantly down at 57%, vs. 63% in June 24 3.8x 61% 3.6x 63% 3.8x 57% OpCo lev. LTV (2) Proforma of the capital increase finalized July 5th, 2024 (3) Proforma of Petits-fils disposal (closing end of July 2025) 2025 H1 Results 6.2x 5.8x 5.8x 5.6x 5.2x 5.4x 5.6x 5.8x 6.0x 6.2x 6.4x Dec.23 Jun.24 Dec.24 Jun. 25 Wholeco (1) Leverage evolution 3.5x 57% (3) (2)
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Clariane has normalized its access to financing (1/2) ■ Amendment and extension of the syndicated facility (originally due in May-26) for an amount of €625m, post reimbursement from disposal proceeds, with a final maturity of May-29* ▪ €300m Term loan ▪ €325m RCF ■ Issuance of a new €150m global real-estate line, with the same maturity ■ Adoption of “Wholeco”** leverage combining corporate debt and real-estate debt, replacing operating leverage ('Opco' leverage) and Loan to Value ■ Syndicated facility now indexed to ESG objectives Successful Amend and extend of the Group’ Syndicated Facility New Real-Estate credit line Page 13 Notes: *For the main terms and conditions, please refer to the press release published February 17th, 2025 **Based on the new definition, the Group's financial covenant will be 7.0x at 31 December 2024 and 30 June 2025, 6.5x at 31 December 2025 and 30 June 2026, 6.0x at 31 December 2026 and 30 June 2027, 5.5x at 31 December 2027 and 30 June 2028, and 5.0x from 31 December 2028. 2025 H1 Results
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• Listed on the unregulated market of the Euronext Dublin, Global Exchange Market • The net proceeds from the issuance of the Notes will be applied by the issuer for the refinancing of existing indebtedness of the Issuer Instrument Page 14 • Issuance following completion of its 2023 capital structure strengthening plan • It follows the successful extension of Clariane’s bank facilities (RCF, Term loan and Real Estate Loan), as well as the successful asset disposals completion • The debt issuance is intended to: – Refinance debt falling due well ahead of maturities – Further strengthen Clariane’s cash position • Cash raised is not intended to be neither distributed nor deployed in additional capex Rationale Access to debt market financing • Successful issuance of an unsecured bond for a total amount of €400m – Maturing in 5 years (27 June 2030), contributing to extension of the average maturity of its debt – Annual coupon of 7.875% • This bond issue has attracted significant interest from a large number of Tier 1 institutional investors, both French and international – The order book reached an amount in excess of €1.2Bn – Oversubscription rate of more than 3 times 2025 H1 Results Successful issuance of a €400m unsecured bond Clariane has normalized its access to financing (2/2)
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518 750 Dec-2024 June 2025 - reported June 2025 proforma (*) undrawn RCF cash 36 84 100 210 391 177 153 37 76 321 H2 2025 2026 2027 2028 2029 2030 2031 2032 2033 > 2033 38 300 361 16 41 230 300 400 99 146 100 226 H2 2025 2026 2027 2028 2029 2030 Corporate debt maturity schedule (€m) (proforma RCF repayment + Petits-fils proceeds) excl. real estate debt (*) (*) Focus - real estate debt maturities (€m) (incl. €150m new financing dated Feb. 2025) Corporate maturities extended and high level of liquidity Liquidity position - proforma (€m) ~930 (*) including Petit-fils proceeds, RCF drawdown repayment, 2025 Term Loan reimbursements) Factoring (+ other corp. debt) SSD / NSV Term Loan€ PPConvertible (OCEANE) Public Bonds
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30 Jul y, 20 25 2 Income statement
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Growth by activities Growth by regions +1.3%+ Volumes : + Tarification : +3.5% Solid growth in H1 2025 sales: All regions and activities contributed to this performance Page 17 H1 2024 Sales (€m) H1 2025 Sales (€m) Variations (published) Variations (organic) France 1,173 1,141 -2.7 % +2.8 % Germany 618 655 +6.0 % +8.1 % Benelux 385 414 +7.5 % +7.5 % Italy 320 317 -0.9 % +2.5 % Spain & UK(1) 140 129 -8.2 % +3.8 % Total 2 636 2 656 +0.8 % +4.8 % Perimeter impact: -2.6% +€34m +€89m -€70m (1) The disposal of all of the Group’s UK operations was completed on 9 April 2024. Accordingly, the Group’s performance includes UK figures for the whole of the first quarter of 2024 2025 H1 Results Organic growth YTD at +4.8% Main variations between reported and organic growth are: • Long term care: – Closing in Italy, France and Germany – Disposal UK, France, Germany and Italy – Acquisitions in Spain • Specialty care: – Disposal in France and in Italy • Community Care: – Disposal in Germany and in Italy – Closing in Germany Other : related to the reform in Specialty Care in France and RE promotion (A&V) GrowthH1 2024 H1 2025 Reported Organic Total revenue €m 2 636 2 656 +0.8% +4.8% Long term care 1 618 1 679 63.2% +3.8% +5.4% Specialty care 680 646 24.3% -5.1% +1.6% Community care 338 331 12.5% -2.0% +8.3% Share of revenue Others: -€33m -1.4% = Organic growth : +4.8%+€113m
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Bridge Revenue vs H1 2024 Page 18 Revenue Revenue growth Long-term care: +€14m mainly due to occupancy rate increase Specialty care: +€9m from activity increase mainly in France, Spain and Italy Community care: +€11m mainly in France Volume increase +€34m +1.3% Price & care-mix +€89m +3.5%+€89m Price effect including : Long-term care: +€70m, mainly in Germany and France Specialty care: +€2m, mainly in Italy and Spain Community care: +€17m, mainly in Germany -€103m -4.0% Change in perimeter & Others Disposal Plan: -€54m, in France, UK, Italy and Germany Closing: -€17m, in Germany, France and Italy M&A: +€1.2m mainly in Spain reported growth organic growth + 0.8% Others : -€33m related to write-off in Specialty Care in France and Promotion immobilière A&V (none in 2025) 2025 H1 Results 2 636 2 582 2 656 34 89 (54) (16) (33) H1 2024 Published Disposal plan H1 2024 Proforma Volume (capacity & OR) Price & Mix Perimeter Effect Other effects H1 2025 +4.8%
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Long Term Care : steady occupancy rate increases Page 19 • H1 2025 : average occupancy rate @ 90.5% : up 1 pt vs. H1 2024 (89.5%) • June 2025 : average occupancy rate @ 90.7% • AS of 29 July occupancy rate above 91% Further growth potential embedded on existing capacities 2025 H1 Results 86.0 85.6 87.1 87.6 87.7 88.2 88.7 88.8 89.6 89.5 90.7 91.0 90.4 90.6 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 FY 2022 86.6% FY 2023 88.5% FY 2024 90.6% H1 2025 90.5%H1 2024 89,5%
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H1 2025 EBITDAR performance by geographies H1 2024 Margin H1 2025 Margin Variations Variations Excl. RE dev France 22.1% 18.9% -323 bps -314 bps Germany 19.7% 21.1% +144 bps +144 bps Benelux 21.4% 21.6% +24 bps +24 bps Italy 21.8% 22.6% +80 bps +80 bps Spain, UK 19.2% 24.2% +498 bps +531 bps Total 21.2% 20.6% -68 bps -62 bps Page 20 EBITDAR margin: 20.6% vs. 21.2% in H1 2024, down -62 bps excluding Real Estate activities • Exclusively due to margin decrease in France, impacted by the tariffication reform in Specialty care and ramp up in A&V • Marked improvements in all other countries 2025 H1 Results
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290 -11 -5 274 -5 +89 -100 +5 263 H1 2024 Perimeter RE dev. H1 2024 PF Volume (capacity/O.R) Price Cost inflation Perimeter effect H1 2025 Bridge EBITDA H1 2025 vs. H1 2024 Page 21 2025 H1 Results -€5m -€11m +€5m -€11m Real Estate contribution -€5m Change in perimeter EBITDA H1 2024 €290m EBITDA H1 2024 pro forma & excl RE dev €274m Volume effect Net negative impact mainly due to A&V ramp up effect in France Price effect net of costs inflation Activity price: +€89m notably supported by strong price increase in Germany. Positive effect in Benelux and Italy and in France, despite delays in tariffication adjustment in Specialty Care Inflation of costs net of consumption reduction measures: -€100m, mainly related to front loaded salary adjustments in Germany Other effects Other changes in perimeter: +€5m M&A (Spain) & closings in France/Germany/Italy EBITDA H1 2025 €263m (€m) 11.0% 10.7% 9.9%%EBITDA , pre IFRS 16
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3 Cash flow statement
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H1 2025 cash-flow statement Page 23 2025 half-year results The change in net debt shows an increase of €101m as of June 30, 2025 (including IAS 17) Excluding IAS 17, the increase in net debt amounts to €114m This increase in net debt is mainly due to: • Operating cash flow generation of +€133m in H1 2025, compared to €169m in H1 2024 • Financial expenses and taxes paid in the amount of -€110m in the H1 2025 • Coupon payments of €35m • And development and financial investments limited to €71m, an improvement compared to H1 2024, excluding disposals collected in H1 2024 in €m, pre-IFRS 16 H1 2024 H1 2025 EBITDA 290 263 Operating cash flow 169 133 Tax and interest paid (94) (110) Free operating cash flow 74 23 Development Capex (60) (48) Financial investments (acquisitions/disposals) 156 (23) Net free cash flow 170 (48) Dividends (coupons) paid (108) (35) Real Estate investments / (divestments) 1 (6) Capital increase 89 (4) Real estate partnerships (8) (0) Others (incl. changes in scope and IFRS 5 adjustments) (37) (7) Cash flow from discontinued operations (12) - Change in net debt incl. IAS 17 95 (101) To be noted : • Strong discipline in capex • Adjusted for deferred payments related to the late publication of the 2025 tariff in Specialty Care in France, operating cash flow would have been stable compared to the first half of 2024 • No gain of the disposal plan yet in H1 (but related costs included). All the cash-in to be recorded in H2 2025
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4 Owned real estate portfolio
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2,672 -72 2,600 -76 +30 +55 2,608 H1 2024 Perimeter H1 2024 pro forma Cap rate Capex Indexation H1 2025 Real Estate Gross Asset Value variation Cap rates stabilizing Page 25 Decrease of -€64m in Real Estate Portfolio value as June 30, 2025, vs. June 30, 2024, due to: • Perimeter change of -€72m mainly from disposals: in France (€40m), Spain (€13m), Belgium and Germany. • Market effects: -€21m: • Indexation for +€55m • Cap rate (6,4% at June 25) : increase with an impact of -€76m (mainly over H2 2024). To be noted that Cap Rate held steady compared with Dec. 31, 2024 (6,4%) • Capex for +€30m 2025 H1 Results In €m
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30 Jul y, 20 25 5 And now… Clariane is best positioned to address the growing care needs across Europe
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European care service market Page 27 Ageing population and epidemiology to drive growing demand Private investment required to address care needs Supply gap Demographics Efficiency gap Epidemiology +40% people 75+ by 2040 80% of 60+ suffer from at least one non-communicable disease 25% to 75% private providers depending from market segments ~50% cost differential between public and private structures +50% care professionals required by 2040 +20 to 25% care equipment to be delivered by 2040 2025 H1 Results
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PARIS BORDEAUX LYON MILAN ROMA FLORENCE MARSEILLE TOULOUSE BRUSSELS NICE ANTWERP AMSTERDAM DUSSELDORF BERLIN NUREMBERG MUNICH BARCELONA VALENCIA MADRID MARBELLA BARI Clariane: a European leader on non-acute care segments Page 28 Catchment area of over 30m people aged over 75+ and 800 local communities served through a wide local network Population density Long-term care Specialty care Community care Mental health Speciality & post-acute Speciality care ITALYGERMANY BELGIUMFRANCE Medicalised nursing homes SPAIN Long-term care Shared housing & home care Community care NL 2025 H1 Results
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3 main levers to support operational performance Page 29 To boost operating performance and improve margins Volume ▪ Leveraging NH existing capacities (+2% occupation rate - ~1000 beds) ▪ Support outpatient care development Cost efficiency ▪ HR performance ▪ Supplier management ▪ Process optimization through digital and AI ▪ Reducing energy consumption Pricing ▪ Improved case-mix management ▪ Renegotiate regulated care rates ▪ Develop private-pay service offering 2025 H1 Results
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Focus on cash generation Page 30 Sustained organic revenue growth✓ Margin improvements supported by: • Increases in care rate, case mix management and volume • Cost reduction plan engaged post the Group's refocusing post disposal plan ✓ Discipline & normalization of: • Growth capex • Non-current elements ✓ Lower financial costs from reduced of gross debt✓ 2025 H1 Results WCR normalization✓
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Clariane is well positioned Page 31 To benefit from the underlying market growth in a sustainable and profitable way Leading pan-European operator on non-acute segment Balanced country and business profile Best-in-class operating model ▪ Quality standards ▪ HR policies ▪ Digital skills 1 2 3 2025 H1 Results
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30 Jul y, 20 25 6 Outlook
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Page 33 H2 2025 expectations 2025 H1 Results ■ In 2025, the Group's main objective was to finalize its plan to strengthen its financial structure, a milestone that has now been reached, 6 months ahead of schedule ■ Following a transitional first half, the Group’s operating performance in the second half of 2025 will benefit from: ▪ The full effect of the disposal plan ▪ Volume increases in all geographies, both within the mature network and ramp-ups ▪ Full-year effects of price increases obtained in the first half, with further increases expected in Germany ▪ Active management of the case-mix in the Specialty Care in France ▪ Cost reduction plan to adjust the Group’s organisation to its new scope and reaping the benefits of the digital transformation started one year ago
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Page 34 c. +5%ORGANIC REVENUE GROWTH EBITDA proforma & 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 qualifying paths Reduce 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 Unchanged Outlook for 2025 and 2023-2026 Below 5x end 2026 2025 H1 Results
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