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ORPEA: 2022 GENERAL MEETING

PROFOUND RENEWAL OF THE ORPEA BOARD OF DIRECTORS

SUMMARY OF VOTING RESULTS

FINANCIAL CALENDAR

PUTEAUX, France–(BUSINESS WIRE)–Regulatory News:

ORPEA (Paris:ORP):

Evolution of the Board of Directors and its Committees

ORPEA’s Combined General Meeting, held today, approved the major renewal of ORPEA’s Board of Directors, with the appointment of Guillaume Pepy1Isabelle Calvez, John Glen and David Hale as independent directors, as well as Laurent Guillot, Chief Executive Officer, as a non-independent director.

Given the end of terms of office announced on July 3, 2022 and these appointments, ORPEA’s Board of Directors is now composed of 14 directors and includes:

  • 11 independent directors (i.e. a rate of 92%, excluding directors representing employees), the Chief Executive Officer and 2 directors representing employees;

  • 6 women (i.e. a rate of 50%, excluding directors representing employees);

  • 4 different nationalities (American, British, French and Irish)

In addition, the new Board of Directors confirmed the appointment of Guillaume Pepy as as Chairman of the Board of Directors.

A table presenting information and information on the members of the new Board of Directors is appended.

During its first meeting, held at the end of the General Meeting, the new Board of Directors decided to change the powers of its Committees to reaffirm its desire for transformation with the aim of fulfilling its mission as well as possible. caring for and supporting vulnerable people and meeting the associated challenges.

The composition of these Committees, described below, was established in accordance with the recommendations of the AFEP-MEDEF Code, relating in particular to the proportion of independent members within them and the independence of their Chairmen.

Thus, the Audit Committee, renamed the Audit and Risks Committee, sees its missions reinforced and clarified, more particularly with regard to missions related to risks.

As of July 28, 2022, it is composed of six members: Olivier Lecomte (Chairman), Corine de Bilbao, Isabelle Calvez, David Hale, John Glen and Peugeot Invest Assets (represented by Bertrand Finet).

The Appointments and Remuneration Committee will have more responsibilities related to the supervision of skills pools to ensure a succession plan for the Executive Committee and key functions and HR policy.

As of July 28, 2022, it is made up of five members: Peugeot Invest Assets (represented by Bertrand Finet, Chairman), Corine de Bilbao, Pascale Richetta, Joy Verlé and Laurent Serris (director representing employees).

Finally, the CSR and Innovation Committee evolved into the Ethics, Quality and CSR Committee in order to strengthen the work of the Board of Directors by ensuring that Ethics, Quality and CSR are at the center of the Group’s mission and activities.

As of July 28, 2022, it is composed of four members: Corine de Bilbao (Chairwoman), Pascale Richetta, David Hale and Sophie Kalaidjian (director representing employees).

The powers of the Committees appear in the Internal Rules of the Board of Directors amended on July 28, 2022 and available on the ORPEA website at the following address: https://www.orpea-corp.com/2011-12- 21-17-21-00/governance.

It is recalled that two new directors, who will have the status of independent directors, will join the new Board of Directors when they are released from their current obligations. The composition of the Committees will be adapted accordingly.

Summary of voting results for other resolutions

During this Meeting, the shareholders of the Company approved, by the required majority, the resolutions relating to:

  • approval of the 2021 financial statements, allocation of earnings and approval of a regulated agreement,

  • the appointment of Mazars SA and the renewal of Deloitte & Associés as Statutory Auditors as well as the non-renewal of BEAS as Alternate Statutory Auditor,

  • the 2021 compensation components (except those of Yves Le Masne), the 2022 compensation policies for corporate officers and the 2022 compensation components of Philippe Charrier,

  • the renewal of financial delegations and authorizations to the Board of Directors,

  • specific amendments to the articles of association and compliance of the articles of association with the regulations,

  • powers for formalities.

  • In accordance with the recommendation of the Board of Directors, the resolution relating to the elements of Yves Le Masne’s 2021 compensation was rejected. He will therefore not receive any annual variable compensation for the 2021 financial year.

It is also specified that Yves Le Masne will not receive any compensation related to the termination of his duties, the 2022 compensation policy concerning him having been approved, and that he has lost the benefit of the shares that had been allocated to him. in 2020 and 2021 due to the end of his term of office on January 30, 2022.

During this Meeting and following in particular the inclusion of an item on the agenda of the General Meeting by Mirova, Laurent Guillot presented his findings and the first priorities identified to begin improving and transforming the Band.

the replay of the General Meeting as well as the answers to written questions from shareholders are available on the ORPEA website at the following address: https://www.orpea-corp.com/acteur-menu/assemblees-generales/11 -shareholder/371-%20mixed-general-assembly-of-july-28-2022.

The results of the votes will be published at the same address on July 29, 2022.

Financial Calendar

The press releases relating to the 2022 half-year results and the turnover of 3th ORPEA’s 2022 quarter will be published respectively on September 28, 2022 and November 8, 2022 after market close.

Annex

Personal informations

Experience

Position within the Board

Participation in Committees

Age2

Sex

Nationality

Number of actions3

Number of mandates in listed companies

Independence

Initial date of appointment

End of mandate

Seniority on the Board

(P = President /

M = Member)

Guillaume Pepy

64

H

French

1

Yes

07/28/2022

OGM 2026

Laurent Guillot

53

H

French

1

1

Nope

07/28/2022

OGM 2026

Laura Baume

46

F

French

928

1

Yes

14/12/2016

OGM 2024

6

Corina from Bilbao

55

F

French

40

2

Yes

06/23/2020

OGM 2024

2

Ethics, Quality and CSR Committee (P)

Audit and Risk Committee (M)

Appointments and Compensation Committee (M)

Isabelle Calvez

57

F

French

1

Yes

07/28/2022

OGM 2026

Audit and Risk Committee (M)

Bernadette Danet-Chevallier

63

F

French

246

1

Yes

09/16/2014

AGM 2025

8

Peugeot Invest Assets, represented by Bertrand Finet

56

H

French

3,261,353

3

Yes

02/15/2012

OGM 2023

10

Appointments and Compensation Committee (P)

Audit and Risk Committee (M)

John Glen4

62

H

British and Irish

1

Yes

07/28/2022

OGM 2026

Audit and Risk Committee (M)

David Hale

54

H

Franco-American

1

Yes

07/28/2022

OGM 2026

Audit and Risk Committee (M)

Ethics, Quality and CSR Committee (M)

Olivier Lecomte

56

H

French

230

2

Yes

16/11/2020

AGM 2025

2

Audit and Risk Committee (P)

Pascale Richetta

63

F

French

10

1

Yes

06/23/2020

OGM 2024

2

Appointments and Compensation Committee (M)

Ethics, Quality and CSR Committee (M)

Joy Verle4

43

F

Franco-British

1

2

Yes

04/27/2017

OGM 2023

5

Appointments and Compensation Committee (M)

Sophie Kalaidjian (director representing employees)

44

F

French

20

1

Nope

01/15/2015

OGM 2024

7

Ethics, Quality and CSR Committee (M)

Laurent Serris (director representing employees)

52

H

French

1

Nope

15/12/2020

OGM 2023

2

Appointments and Compensation Committee (M)

About ORPEA

ORPEA is a benchmark global player, an expert in supporting all types of weaknesses. The Group’s activity is deployed in 22 countries and covers three business lines, which are care for the elderly (medicalized retirement homes, serviced residences, home care and services), post-acute and rehabilitation care and Mental Health (specialized clinics). It has more than 71,000 employees and welcomes more than 255,000 patients and residents each year.

https://www.orpea-groupe.com/

ORPEA is listed on Euronext Paris (ISIN: FR0000184798) and a member of the SBF 120, STOXX 600 Europe, MSCI Small Cap Europe and CAC Mid 60 indices.

1 The Board of Directors considers, on the recommendation of the Appointments and Remuneration Committee, that Guillaume Pepy fulfills all the independence criteria of the AFEP-MEDEF Code and that, even beyond these criteria, his relationship with CPPIB, no longer on the date of his entry into office, is in no way likely to affect his independence. Guillaume Pepy’s candidacy was selected as part of the selection process for director candidates, conducted by the Appointments and Compensation Committee with the assistance of a leading headhunter. It has in no way been proposed by CPPIB, which no longer maintains any link, of any nature whatsoever, with Guillaume Pepy. He provided advice under a consultant contract which ended on July 5, 2022 but was not bound to CPPIB by either an employment contract or a corporate mandate. Guillaume Pepy did not receive any compensation linked, directly or indirectly, to ORPEA’s performance and more generally, he no longer receives his fixed consultant compensation from CPPIB since his contract has come to an end. Finally, it is specified that neither he nor CPPIB have any business ties with ORPEA.

2 On the date of publication of the 2022 Notice Brochure.

3 On the date of publication of the 2021 Universal Registration Document.

4 Applications proposed by CPPIB.

contacts

Investor Relations
ORPEA
Benoit Lesieur

Investor Relations Manager

b.lesieur@orpea.net

Investor Relations
NewCap
Dusan Oresansky

Such. : 01 44 71 94 94

ORPEA@newcap.eu

Media Relations
Picture 7
Charlotte The Barber

Phone: +33 (0)6 78 37 27 60

clebarbier@image7.fr

Laurence Heilbronn

Such. : 06 89 87 61 37

lheilbronn@image7.fr

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