ORPEA: Information on the indemnity and the financial conditions of the departure of Mr. Philippe Charrier

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

As part of the departure of Mr. Philippe Charrier from ORPEA (Paris:ORP), effective July 28, 2022 following the annual general meeting, ORPEA’s Board of Directors took note, on July 1 2022, the elements of compensation to which he is entitled for the exercise of his functions during the 2022 financial year as Chairman of the Board of Directors, from January 1 to January 30, 2022 then from July 1, 2022, and Chairman and Chief Executive Officer, from January 30 to June 30, 2022.

As Chairman of the Board of Directors, Philippe Charrier receives fixed annual compensation of €260,000. pro rata temporisi.e. an amount of €41,269.84 for 2022.

The compensation of Mr. Philippe Charrier, as Chief Executive Officer from January 30 to June 30, 2022, consisted solely of a fixed annual compensation of €760,000, given that he was appointed with the mission of ensuring, under control of the Board of Directors, that best practices are applied throughout the company and to clarify the allegations made, based in particular on the assessment missions entrusted by the Board of Directors to the firms Grant Thornton and Alvarez & Marsal. This represents, pro rata temporisamounting to €319,682.52.

He also receives his director’s compensation.

Mr. Philippe Charrier does not receive, in his capacity as Chairman of the Board of Directors and Chief Executive Officer, any variable annual or multi-annual compensation (notably no stock options or performance shares).

He does not receive any other compensation or benefits in kind.

In particular, Mr. Philippe Charrier will not receive any severance or non-competition indemnity in connection with the termination of his duties within ORPEA.

In accordance with the compensation policy applicable to the Chairman of the Board of Directors and Chief Executive Officer submitted to the General Meeting of July 28, 2022, which provides for the possibility of awarding Mr. Philippe Charrier exceptional compensation given the very specific circumstances justifying this remuneration subject to certain cumulative conditions, the Board of Directors has decided, on the recommendations of its Appointments and Remuneration Committee and subject to the approval of this remuneration policy, to grant Mr. Philippe Charrier exceptional remuneration.

The Board of Directors wishes to reward the exceptional mobilization of Mr. Philippe Charrier, who enabled the Group, faced with major financing challenges, to announce the conclusion and approval of a conciliation protocol with its banking core, thus organizing the first stage of the restructuring of the Group’s financing strategy and enabling it to obtain new sources of financing.

In parallel with the in-depth audits carried out since February 2022, the identification and implementation of the first corrective measures and the organization throughout France of the Estates General of the Great Age, Mr. Philippe Charrier successfully led the recruitment process for the new Chief Executive Officer in an unprecedented and particularly uncertain context. With the appointment of Mr. Laurent Guillot, who took office on July 1, 2022, the Group will be able to take a new step and launch its in-depth transformation process.

In order to ensure alignment with the interests of shareholders, this exceptional compensation would take the form of an allocation of existing ORPEA shares.1 representing, based on the closing price of the ORPEA share on June 30, 2022, 100% of the annual fixed compensation of Mr. Philippe Charrier as Chairman and Chief Executive Officer, pro rata temporiswhich corresponds to 13,755 shares.

In accordance with Article L. 22-10-34 of the French Commercial Code, the payment of this exceptional compensation is subject to the approval by the General Meeting of July 28, 2022 of the compensation awarded in respect and/or paid during of the 2022 financial year to Philippe Charrier.

About ORPEA (www.orpea-corp.com)

Founded in 1989, ORPEA is one of the world leaders in dependency care (EHPAD, EHPAD, Aftercare and Rehabilitation Hospitals, Mental Health Hospitals, Home Services)

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

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1

Treasury shares held by ORPEA.

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