ORPEA: Information on the financial conditions surrounding the departure of Mr. Yves Le Masne

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

At its meeting of January 30, 2022, the Board of Directors set the financial conditions for the termination of Mr. Yves Le Masne’s duties as Chief Executive Officer of ORPEA (Paris:ORP), with effect from January 30, 2022.

Fixed annual compensation

Mr. Yves Le Masne will receive, pro rata temporis for the period beginning on January 1, 2022 and ending on January 30, 2022, his fixed annual compensation (which is €760,000).

Annual premium payment

For 2021

Mr. Yves Le Masne’s annual bonus for the 2021 financial year will be determined, on the recommendation of the Appointments and Remuneration Committee, by the Board of Directors, which will approve the 2021 annual accounts, in accordance with the quantifiable and qualitative criteria set by the Board of Directors of April 22, 20211based on the Company’s performance in 2021.

The payment of Mr. Yves Le Masne’s total short-term bonus for 2021 is capped at 100% of his fixed annual compensation if the objective is achieved, with a maximum of 150% of this compensation in the event of outperformance.

The payment of this bonus will be subject to the prior approval of the General Meeting called in 2022 to approve the financial statements for the year ended December 31, 2021 (the “General Assembly 2022“).

For 2022

Given the departure date of Mr. Yves Le Masne, it has been decided that he will not be entitled to any short-term bonus for 2022.

Severance pay

An adjustment has been granted to Mr. Yves Le Masne so that he is entitled to an indemnity corresponding to 24 months of gross fixed annual compensation and bonuses (multiple of the average monthly compensation due and paid during the last two financial years), the exclusion of any exceptional and/or long-term compensation, in the event of termination of his duties as executive corporate officer2 and provided that the average of the bonuses paid for the last two financial years preceding that of the departure of the Chief Executive Officer is equal to or greater than 75% of the target bonus excluding exceptional compensation, this amount being reduced proportionally in the event of the average bonuses received during over the past two years have been between 50% and 75% of the target bonus, excluding exceptional compensation, and no benefit has been paid below a threshold of 50%.

This formula, approved annually by the General Meeting of shareholders since 2011, was approved for the last time as part of Mr. Yves Le Masne’s compensation policy for the 2021 financial year at the General Meeting of June 24 2021.

The Board of Directors has decided to defer its decision on the severance payment until the results of the independent evaluation initiated by the Board of Directors in accordance with the press release published on January 26, 2022.

Performance shares – Benefits of any kind

Mr. Yves Le Masne received 53,254 performance shares not yet vested on the date of termination of his duties under the 2019, 2020 and 2021 free share plans.

The Board of Directors has decided to postpone any decision likely to be taken in accordance with the compensation policy concerning a possible lifting of the condition of presence of said performance shares until the results of the above-mentioned independent assessment.

Mr. Yves Le Masne’s benefits in kind (unemployment insurance, company car and application of collective provident schemes and reimbursement of health expenses) will end on January 30, 2022, the date of termination of his duties.

Compensation of the Chairman and Chief Executive Officer

Mr. Philippe Charrier, Chairman of the Board of Directors, has been appointed Chief Executive Officer as of today.

The Board of Directors will determine, on the recommendation of the Appointments and Compensation Committee, the 2022 compensation policy applicable to the Chairman and Chief Executive Officer, consistent with the principles set out in the compensation policy for the Chief Executive Officer which was applicable to Mr. Yves Le Masne.

In accordance with the provisions of Articles L. 225-53 and L. 225-37-2 of the French Commercial Code and the recommendations of the AFEP-MEDEF Corporate Governance Code, these components of compensation will be published following a decision by the Board of Directors and will be submitted to the approval of the 2022 General Assembly.

About ORPEA (www.orpea-corp.com)

Created in 1989, ORPEA is one of the major world leaders in comprehensive dependency care, with a network of 1,156 establishments comprising 116,514 beds (including 26,359 under construction) in 23 countries, divided into 5 zones geographic:

– France Benelux: 586 establishments / 49,207 beds (including 5,672 under construction)

– Central Europe: 268 establishments / 28,419 beds (including 5,828 under construction)

– Eastern Europe: 142 establishments / 15,255 beds (including 4,101 under construction)

– Iberian Peninsula/Latin America: 158 establishments/23,108 beds (including 10,373 under construction)

– Rest of the world: 2 establishments/525 beds (including 385 under construction)

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.

1 See description on page 215 of the 2020 Universal Registration Document.

2 See description on page 217 of the 2020 Universal Registration Document.

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