Clariane : Addendum to the 2023 Universal Registration Document

European company with a Board of Directors

with share capital of €1,069,692.29

Registered office: 21-25, rue Balzac, 75008 Paris

447 800 475 R.C.S. Paris

AMENDMENT TO THE 2023 UNIVERSAL REGISTRATION DOCUMENT

This amendment to the Universal Registration Document was filed on 31 May 2024 with the the French securities regulator (Autorité des marchés financiers) (the "AMF") in its capacity as competent authority under Regulation (EU) No. 2017/1129, without prior approval pursuant to Article 9 of said Regulation.

The universal registration document may be used for the purposes of an offer of securities to the public or the admission of securities to trading on a regulated market if it is supplemented by a securities note and, where applicable, a summary and any amendments to the universal registration document. The whole is approved by the AMF in accordance with Regulation (EU) n°2017/1129.

This amendment should be read in conjunction with Clariane's universal registration document, filed with the AMF on 30 April 2024 under number D.24-0380.

A cross reference table is provided in this amendment to enable the information incorporated by reference and that updated or modified to be found.

Copies of this amendment may be consulted free of charge at the Company's offices at 21-25, rue Balzac, 75008 Paris, France, as well as on the Company's website (www.clariane.com)and on the AMF website (www.amf-france.org).

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GENRAL COMMENTS

The purpose of this amendment (the "Amendment") is to update Clariane S.E.'s 2023 universal registration document filed with the AMF on 30 April 2024 under number D.24-0380 (the "2023 Universal Registration Document").

In this Amendment, the terms "Clariane" and "Company" refer to Clariane. The terms "Clariane group" and "Group" refer to Clariane and its subsidiaries.

Forward-looking information

This Amendment contains statements about the Group's objectives, prospects and development plans, as well as forward-looking statements. These statements are sometimes identified by the use of the future or conditional tense or forward-looking words such as "consider", "envisage", "think", "aim", "expect", "intend", "should", "aim", "estimate", "believe", "wish", "may" or, where applicable, the negative of these terms, or any other similar variant or expression. This information is not historical data and should not be interpreted as a guarantee that the facts and data stated will occur. These forward-looking statements are based on data, assumptions and estimates considered reasonable by the Company. They may change or be modified as a result of uncertainties relating in particular to the economic, financial, competitive and regulatory environment. In addition, the materialisation of certain risks described in Chapter 2 "Risk Factors" of the 2023 Universal Registration Document, as modified by this Amendment, could have a material adverse effect on the Group's business, financial condition and results and its ability to achieve its objectives.

This forward-looking information contains data relating to the Group's intentions, estimates and objectives concerning, in particular, the Group's market, strategy, growth, results, financial situation and cash position. The forward-looking information referred to in the Amendment may only be assessed as at the date of its publication. Except as required by applicable law or regulation, the Company does not undertake any obligation to publish updates of the forward-looking information contained in the Amendment to reflect any change in its objectives or in the events, conditions or circumstances on which the forward-looking information contained in the Amendment is based. In addition, these forward-looking statements may be affected by the occurrence of some or all of the risk factors described in Chapter 2 "Risk Factors" of the 2023 Universal Registration Document as modified by this Amendment.

Information on the market and the competition

The Amendment contains information relating to the business segments in which the Group operates and its competitive position. Certain information contained in the Amendment is publicly available information that the Company considers to be reliable but which has not been verified by an independent expert. The Group considers that this information may help the reader to appreciate the major trends and issues affecting its market. Nevertheless, given the very rapid changes affecting the Group's sector of activity, it is possible that this information may prove to be inaccurate or no longer up to date. The Company cannot guarantee that a third party using different methods to gather, analyse or calculate data on the Group's business segments would obtain the same results. Unless otherwise indicated, the information contained in the Amendment relating to the Group's market shares and the size of its relevant markets are the Group's estimates and are provided for information purposes only. As a result, the Group's business may develop differently from that described in the Amendment. The Company does not undertake to publish any updates of this information, except in accordance with any legislative or regulatory obligation applicable to it.

Risk factors

Investors are advised to read carefully the risk factors described in Chapter 2 "Risk Factors" of the 2023 Universal Registration Document as amended by this Amendment before making any investment decision. The occurrence of some or all of these risks could have a material adverse effect on the Company's business, financial condition, results of operations or prospects. In addition, other risks not yet identified or not considered significant by the Company at the date of this Amendment could also have a material adverse effect.

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		TABLE OF CONTENTS
1.	Significant events since the publication of the 2023 universal registration document	5
	1.1	Renewal of Revolving Credit Facility	5
	1.2	Update on the plan to strengthen the Company's financial structure	6

1.2.1 Capital increases of around €328 million (including a reserved capital increase and a capital increase

		with shareholders' preferential subscription rights)	7
	1.2.2	Asset disposal programme	10
	1.3	Medium-term plan 2023-2026	11
2.	Presentation of the Clariane Group's activities	13
	2.1	Significant events in 2023	13
	"July 2023	13
	Clariane renegotiates an early "amend & extend" of its syndicated loan (the €500 million term tranche was
		due to expire in May 2024), resulting in the introduction of new covenants for the Group and a new
		debt reduction trajectory to be respected in this context"	13
	2.2	European presence	13
	2.3	Financing and real estate strategy	13
3.	Risk factors	15
	15
	3.1	Treatment and care	16
	3.2	Real estate development and construction	16
	3.3	Risk related to the implementation of the asset disposal plan	17
	3.4	Regulations	18
	3.5	Currency risk	18
	3.6	Liquidity risk and risk of breach of covenants	19
4.	CORPORATE governance	23
	4.1	Regulated agreements governed by Article L. 225-37-4 2° of the Commercial Code	23
	4.2	governance	25
	4.3	Compensation policy for corporate officers (Say-on-Pay ex ante)	29
5.	analysis OF Activities and performance	30
	Clariane uses the following indicators to manage and measure its financial performance:	30

• Revenue organic growth: growth in revenue from constant activities, i.e. excluding the scope of

	consolidation acquired, sold or returned	30
	EBITDAR pre-IFRS 16 (excluding impact of IFRS 16)	30
	EBITDA pre-IFRS 16 (excluding impact of IFRS 16)	30

• Operating free cash flow: cash flow generated by operations after taking into account capex for compulsory building maintenance, interest paid and tax paid. This indicator, chosen by the Group, measures the cash flow generated over the period after all flows that are considered mandatory for

		the company's operations and before investments or arbitrable payments intended to generate a return
		on investment	30
	5.1	Simplified consolidated income statement	30
	5.2	Financial statements at 31 December 2023	32
	5.3	First quarter 2024 revenue	34
	5.4	Financial forecasts for the year 2024	37
	5.5	Outlook for 2023-2026	38
	5.6	Legal proceedings and arbitration	39
6.	Information on the company, capital and shareholders	40
	6.1	Delegations and financial authorisations proposed to the General Meeting of 10 June 2024	40
	6.2	Changes in share ownership	40
	6.3	Dividend distribution policy	41
7.	Corrections to the universal registration document	42
8.	Person Responsible	43
	8.1	Responsible for the Amendment to the Registration Document Universal	43
	8.2	Certificate from the person responsible for the Amendment	43
9.	Tables of concordance	44
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1. SIGNIFICANT EVENTS SINCE THE PUBLICATION OF THE 2023 UNIVERSAL REGISTRATION DOCUMENT

1.1 Renewal of Revolving Credit Facility

On 3 May 2024, Clariane announced that it had renewed the drawdown on its RCF (Revolving Credit Facility) for a period of 6 months (expiring on 3 November 2024) for an amount of €492.5 million, in accordance with the terms of the contract signed in 2019 and extended on 25 July 2023.

In addition to the usual conditions, the Group points out that the drawdown and renewal of its RCF line are subject to a minimum liquidity level of 300 million euros on the day of the drawdown or renewal, which includes the RCF drawn down.

As indicated in its press release of 14 November 2023, Clariane points out that following the publication on 24 October 2023 of the press release relating to sales for the 3ème quarter of 2023, the sharp fall in the share price, linked to the revision of its leverage target at 31 December 2023 from 3.5x to 3.8x, caused concern among certain financial partners, jeopardizing the finalisation of the two real estate partnership projects currently under negotiation and scheduled to be completed by the end of 2023. In this context, the Group drew down, on 3 November 2023, its RCF lines for an amount of 500 million euros for six months.

As indicated in the 2023 Universal Registration Document (section 2.4.1.2 - "Management of liquidity risk, covenant breach risk and cross-default risk" of Chapter 2 "Risk factors"), the Group's liquidity is ensured by:

1. the financing structure currently in place, including in particular the syndicated loan for which the early renegotiation of an "amend & extend" was finalised in July 2023 (the term tranche of 500 million euros was due to mature in May 2024), and the drawdown by the Group on 3 November 2023 of its RCF line for an amount of 500 million euros for a period of six months, in a context of deteriorated market conditions and access to financing;
2. the €1.5 billion plan to strengthen the Company's financial structure announced on 14 November 2023, which includes capital increases (see section 1.2.1 "Capital increases of approximately €328 million (including a reserved capital increase and a capital increase with preferential subscription rights)" of this Amendment) and the implementation of a €1 billion asset disposal plan (see section 1.2.2 "Asset disposal programme" of this Amendment).

As indicated in the press release of 28 February 2024, the Group's pre-IFRS16 gross financial debt amounted to €4,532 million at 31 December 2023, of which €545 million matured during 2024 (excluding the drawn RCF, which is available for renewal until May 2026). The Group's net financial debt rose from €3,775 million at 31 December 2022 to €3,854 million at 31 December 2023 (€3,780 million after taking into account the €74 million receivable from Ages & Vie).

This change in net debt takes into account :

1. gross borrowings of €4,532 million at 31 December 2023, compared with €4,508 million at 31 December 2022;
2. a cash position of 678 million euros at 31 December 2023, compared with 734 million euros at 31 December 2022.

Liquidity risk and the risk of cross-default are described in the 2023 Universal Registration Document (Chapter 6 - note 9.2).

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1.2 Update on the plan to strengthen the Company's financial structure

Following the publication on 24 October 2023 of the press release on sales for the 3rd quarter of 2023, the sharp fall in the share price, linked to the revision of its leverage target at 31 December 2023 from 3.5x to 3.8x, caused concern among certain financial partners, jeopardizing the finalisation of the two real estate partnership projects currently under negotiation and scheduled to be completed by the end of 2023.

In this context, the Group drew down, on 3 November 2023, its RCF lines for an amount of 500 million euros for six months.

In this context, on 14 November 2023, in order to meet the increased constraints encountered in refinancing its forthcoming debt maturities, the Company announced a €1.5 billion plan to strengthen its financial structure, divided into four parts (the "Strengthening Plan").

In December 2023, the Company completed the first two parts of this plan, namely:

• Completion with Crédit Agricole Assurances, via its subsidiary Prévoyance Dialogue du Crédit Agricole ("Predica"), of the "Gingko" real estate partnership for €140 million on 15 December 2023 (press release dated 15 December 2023), followed by the completion of the "Juniper" real estate partnership for €90 million on 28 December 2023 (press release dated 28 December 2023) (Crédit Agricole Assurances was repaid these €90 million when Clariane sold its UK business in April 2024) (press release dated 28 February 2024);
• The arrangement and drawdown of a €200 million term loan with Caisse Régionale de Crédit Agricole Mutuel de Paris et d'Ile de France (CADIF), LCL and Crédit Agricole Corporate and Investment Bank (CACIB). The Group wishes to point out that this loan would become repayable in advance if the proposed capital increase were to be abandoned, unless the Group were to implement an alternative project enabling it to raise equity or quasi-equity financing or financing of a similar nature for at least the same amount. This loan matures on 31 January 2025 and the outstanding capital is €175 million.

As part of the third part of the Strengthening Plan, the Company announced, on 17 May 2024, capital increases totalling up to approximately €328 million, consisting of :

• a capital increase of approximately 92.1 million euros reserved for HLD Europe1 , Flat Footed2 and Leima Valeurs3 , the completion of which is subject to the approval of the necessary resolutions by the Combined General Meeting of shareholders convened for 10 June 2024, and
• a subsequent capital increase with shareholders' preferential subscription rights for a maximum amount of approximately €236 million, which would be carried out on the basis of the second resolution adopted by the Combined General Meeting of shareholders on 26 March 2024 (see section 1.2.1 "Capital increases of approximately €328 million (including a reserved capital increase and a capital increase with shareholders' preferential subscription rights)" of this Amendment).

As part of the fourth part of the Strengthening Plan, consisting of an asset disposal programme aimed in particular at refocusing its activities geographically, for an amount of around €1 billion in sale gross proceeds, the Group began this asset disposal programme in the first quarter of 2024 and has secured around 40% of it to date (see section 1.2.2 "Asset disposal programme" of this Amendment).

• HLD Europe will subscribe to the reserved capital increase via Ker Holding, a limited liability company (société à responsabilité limitée) registered under Luxembourg law, whose registered office is at 9b boulevard Prince Henri L1724 Luxembourg (Grand Duchy of Luxembourg).
  2 Flat Footed will subscribe to the reserved capital increase via the following funds: (i) Flat Footed Series LLC - Fund 4, a limited liability company incorporated
  in the United States whose registered office is at Flat Footed Series LLC, Attn: CSC, 251 Little Falls Dr, Wilmington, DE 19808, United States, registered in the State of Delaware under number #6688169 in the amount of 28,846.15 euros, (ii) FF Hybrid LP, a limited partnership under US law whose registered office is at FF Hybrid LP, Attn: CSC, 251 Little Falls Dr, Wilmington, DE 19808, United States, registered in the State of Delaware under number #6101493, in the amount of 20,458.26 euros, and (iii) GP Recovery Fund LLC, a limited liability company incorporated under the laws of the United States, whose registered office is at GP Recovery Fund LLC, Attn: Cogency Global Inc, 850 New Burton Rd, Suite 201, Dover, Kent County, DE 19904, United States, registered in the State of Delaware under number #3776227, in the amount of 8,387.89 euros.
  3 Leima Valeurs will subscribe to the reserved capital increase via Leima Valeurs a.s., a Czech company with its registered office at Opletalova 1284/37, ZIP Code, 110 00 Prague 1, Czech Republic, registered in Prague under number B 28659/MSPH.

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1.2.1 Capital increases of around €328 million (including a reserved capital increase and a capital increase with shareholders' preferential subscription rights)

On 17 May 2024, Clariane announced the proposed structure of the capital increase under the Strengthening Plan. These operations constitute the third part of the Strengthening Plan.

At the Combined General Meeting of 26 March 2024, 98% of shareholders voted in favour of a capital increase with preferential subscription rights for a maximum nominal amount of €300 million, which Crédit Agricole Assurances, via its subsidiary Predica, the Company's largest shareholder with 24.6% of the capital, has undertaken to underwrite, if necessary, up to a maximum amount of €200 million.

As part of the preparations for this transaction, the Company has received various expressions of interest from both existing shareholders and third-party investors wishing to support the Group's debt reduction strategy and make a long-term commitment, alongside Crédit Agricole Assurances, to work with the Group's management, to support its strategy "At your side", offering to acquire a significant stake in the company or strengthen their capital position and underwrite the capital increase with preferential subscription rights approved by the General Meeting of shareholders on 26 March 2024.

After examining these expressions of interest during the Board of Directors meeting on 15 May 2024, Clariane agreed to structure the capital increase in two stages, in order to allow the entry of a new long-term investor by ensuring a significant shareholding and to ensure the execution of the total amount of the capital increase and maintaining the preferential subscription rights.

The Company is therefore proposing to the General Meeting of 10 June 2024 (the "2024 General Meeting") the approval of a reserved capital increase for a total amount of approximately 92.1 million euros, to the benefit of the investment group HLD Europe for €74.1 million, acquiring a 20.0% stake in Clariane. HLD Europe has also undertaken, under the usual conditions, to subscribe to the capital increase with preferential subscription rights.

HLD Europe is a recognised private equity group, backed by leading French entrepreneurs, which supports European companies with high growth potential, particularly in the healthcare and essential services sectors. Through this transaction, HLD Europe would become one of the Group's main shareholders.

The Company is also proposing to the 2024 General Meeting that this reserved capital increase should be subscribed, under the usual conditions, by the investment funds Flat Footed for c. € 15 million and Leima Valeurs for c. € 3 million, these investors presently own 8.6% and 5.0% respectively of the company's capital, they have also undertaken to subscribe to the capital increase with preferential subscription rights.

The reserved capital increase would be carried out at a price of 2.60 euros per new share (representing a discount of 4.34% to Clariane's volume-weighted average share price (VWAP4 ), over the period running from 26 April 2024, the date of publication of sales for the 1er quarter 2024, until 14 May 2024, and including all trading platforms in Europe, i.e. 2.7179 euros) and would be launched on 10 June 2024, subject to approval by the Autorité des marchés financiers (the "AMF") of the prospectus relating to the reserved capital increase, and a favourable vote at the 2024 General Meeting by a two-thirds majority of the votes of the shareholders present or represented. Following this transaction, HLD Europe, Flat Footed and Leima Valeurs would respectively hold approximately 20.0%, 10.5% and 4.6% of Clariane's share capital.

The reserved capital increase would result in the issue of 35,423,076 new shares corresponding to 33% of the share capital at that date. On the basis of the Company's current (non-diluted) share capital, a shareholder owning 1% of the share capital before the operation would be diluted to 0.75% of the share capital after completion of the reserved capital increase.

Crédit Agricole Assurances (which holds 24.64% of the voting rights) and Holding Malakoff Humanis (which holds 7.52% of the voting rights) have already announced that they will vote in favour of the resolutions required to complete the Reserved Capital Increase. A two-thirds majority of the votes cast by shareholders present or represented is required to approve the resolutions relating to the reserved capital increase, and Flat

• Source: Bloomberg

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Footed and Leima are not entitled to vote on these resolutions (19ème and 20ème resolutions).

The reserved capital increase would be followed by a capital increase with preferential subscriptions rights open to all shareholders, as authorised by the Combined General Meeting of Shareholders of 26 March 2024, for an amount of approximately €236 million. This capital increase would be carried out at a discount of between 40% and 50% to the theoretical ex-rights price based on the closing price of the Company's shares on the trading day preceding approval of the AMF of the prospectus relating to the capital increase with preferential subscription rights, in line with market practice for comparable transactions.

The total amount of the planned capital increases would amount to a maximum of approximately €328 million.

Regarding the capital increase with shareholders' preferential subscription rights, the Company has received commitments from Crédit Agricole Assurances, HLD Europe, Flat Footed and Leima Valeurs covering the full amount envisaged to date. These commitments break down as follows:

• Crédit Agricole Assurances, via its subsidiary Predica, up to a maximum holding of 29.90% of Clariane's capital and voting rights following the capital increases5 ,
• HLD Europe up to a maximum of 83.2 million euros and up to a maximum holding of 29.90% of Clariane's capital and voting rights at the end of the capital increases,
• Flat Footed up to a maximum of approximately €65 million,
• Leima Valeurs up to a maximum of approximately €27 million.

The fulfilment of these undertakings, which have been the subject of firm agreements between the Company and each of the parties concerned, remains subject to:

• a favourable vote on the resolutions submitted to the 2024 General Meeting concerning the capital increase with cancellation of preferential subscription rights to the benefit of HLD Europe, Flat Footed and Leima Valeurs (i.e. resolutions 19 and 20);
• with regard to the subscription commitments made by HLD Europe and Leima Valeurs respectively, the condition that the resolutions relating to the appointment of the two directors proposed by HLD Europe (i.e. resolutions 13 and 14) and the resolution relating to the appointment of a director proposed by Leima Valeurs (i.e. resolution 15) are passed, it being specified that this condition precedent may be lifted at the sole discretion of the investor concerned;
• AMF approval of the prospectuses for these transactions; and
• the preparation of a fairness opinion by Finexsi. The Company's Board of Directors has voluntarily appointed Finexsi, acting as an independent expert, to draw up a fairness opinion on the reserved capital increase, which will be made available to shareholders prior to the 2024 General Meeting. A fairness opinion will also be delivered for the capital increase with preferential subscription rights, and will be available in the prospectus relating to this operation.

It should be noted that the subscription commitments made by each investor are interdependent.

As part of the undertakings given by Flat Footed to subscribe to capital increases, it will apply for prior authorisation under Article L. 151-3 of the French Monetary and Financial Code due to the crossing of the threshold of 10% of the Company's voting rights.

It should be noted that this second capital increase provides for the maintenance of their preferential subscription rights and that they may therefore subscribe to this capital increase in order to maintain their

• The final amount of Crédit Agricole Assurances' commitment, via its subsidiary Predica, will be calculated on the basis of the final terms of the capital increase with shareholders' preferential subscription rights, within the limit of the maximum commitment granted by Crédit Agricole Assurances under the plan announced by Clariane on 14 November 2023.

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shareholding by benefiting from the discount. Otherwise, shareholders who do not wish to exercise their preferential subscription rights will be subject to significant dilution, which may be offset in whole or in part by the sale of their preferential subscription rights.

In addition, and in accordance with the undertakings it gave when it became a purpose driven company (Société

• Mission) in 2023 and the resolutions adopted by the Combined General Meeting of 26 March 2024, the company plans to launch, depending on market conditions, in the coming months, a capital increase reserved for its employees, which will enable them to be fully involved in the Group's refinancing and development plan.

On 17 May 2024, Crédit Agricole Assurances, via its subsidiary Predica, aiming to maintain a stake in Clariane after the two capital increases at least equivalent to that which it currently holds (24.6%), signed an agreement with Holding Malakoff Humanis to acquire in the context of the capital increase with preferential subscription rights, part or all of the subscription rights depending on the final terms of the capital of the capital increase, with the intention to exercise the rights acquired..

Clariane specifies that, in accordance with the separate agreements signed with HLD, Flat Footed and Leima Valeurs, the transactions described in the press release of 17 May 2024, namely a capital increase of approximately €92.1 million reserved for HLD, Flat Footed LLC and Leima Valeur followed by a capital increase with shareholders' preferential subscription rights for a maximum amount of approximately €236 million, with the individual subscription commitments from these three investors and Credit Agricole Assurances, form an indissociable whole

If the reserved capital increase is not approved by the 2024 General Meeting, neither of these two capital increases will be carried out.

In this case, Clariane would not be in a position to carry out a capital increase of 300 million euros in June or July 2024 as provided for in its Strengthening Plan. Clariane would therefore have to examine ways of carrying out this capital increase in September 2024 on the basis of the resolution passed by the General Meeting of Shareholders on 26 March 2024. This would involve identifying investors or banks capable of guaranteeing the portion not guaranteed by Crédit Agricole Assurances, and satisfying the conditions precedent to Crédit Agricole Assurances' guarantee commitment of €200 million, as set out in the press release of 14 November 2023, These conditions are (i) obtaining authorisations from the relevant competition authorities for the possible takeover of Clariane by Crédit Agricole Assurances, (ii) obtaining an amendment to the terms and conditions of the contract for the issue of Oceanes maturing in 2027 (0.875% - FR 0013489739) in order to exclude early redemption in the event that Crédit Agricole Assurances crosses the 40% threshold in terms of voting rights, (iii) the independent expert Finexsi delivers a fairness opinion and (iv) the Autorité des Marchés Financiers approval of the prospectus relating to the capital increase.

There is no guarantee that Clariane will succeed in carrying out such a capital increase of €300 million within the required timeframe. Failing to do so, Clariane would have to place itself under a protection regime adapted to renegotiate its debt with its creditors.

Subject to approval by the 2024 General Meeting of the resolutions relating to the reserved capital increase, the Board of Directors has decided to propose to the said General Meeting the appointment of three directors, one of whom will replace Holding Malakoff Humanis as a director whose mandate is expiring.

Two of these candidates, whose appointments would take effect after completion of the reserved capital increase, have been put forward by HLD Europe. HLD Europe has given an undertaking to the Company to cause the resignation of one of them if its shareholding falls below 20% of the Company's capital under certain conditions, and of the other if its shareholding falls and remains below 10% of the Company's capital for a period of 24 months. From 30 March 2025, HLD Europe may also propose the appointment of a third director if it holds 25% or more of the Company's share capital.

A third candidate has been put forward by Leima Valeurs, which has given an undertaking to the Company to cause the resignation of this director if, within 24 months of his appointment, his shareholding has not reached at least 10% of the Company's capital. Leima Valeurs has also undertaken to cause the resignation of this director if his shareholding falls below the threshold of 10% of the Company's capital.

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The composition of Clariane's Board of Directors would remain balanced and in line with the Afep-Medef code.

It would be made up of 16 members, including 8 independent members, 2 representatives for each of Crédit Agricole Assurances and HLD Europe, one representative for Leima Valeurs, the Chief Executive Officer who is also a director, and 2 members representing the employees, under the chairmanship of Mr Jean-Pierre Duprieu, an independent member.

The composition of the Committees would also be modified, with in particular the presence of a member proposed by HLD Europe on the Audit Committee, the Compensation and Appointments Committee, the Investment Committee and the Ethics, Quality and CSR Committee.

Crédit Agricole Assurances, via its subsidiary Predica, HLD Europe, Flat Footed and Leima Valeurs have individually undertaken not to acquire Clariane shares on completion of the transactions, if such acquisitions would lead them to exceed, with regard to their respective shareholdings and those of the other entities in their group, the thresholds of 30% of the share capital or voting rights in Clariane, for a period of 12 months for Crédit Agricole Assurances and 36 months for HLD Europe, Flat Footed and Leima Valeurs respectively.

HLD Europe, Flat Footed and Leima Valeurs have also undertaken, with effect from the date of signature of the investment agreements on 17 May 2024, to hold the shares subscribed for a period of 18 months following completion of the capital increase with preferential subscription rights.

Crédit Agricole Assurances, HLD Europe, Flat Footed and Leima Valeurs are not acting in concert and have each indicated that they do not intend to act in concert.

Due to the calendar of the transactions described above, the Company has also postponed the publication date of its first-half results to 5 August 2024.

1.2.2 Asset disposal programme

• 1. Disposals since the start of the 2024 financial year Since the beginning of the 2024 financial year, the Group has sold:
• Its 50% stake in a real estate portfolio in the Netherlands to its partner Aedifica for a total contractual sale value of around €25 million;
• All its activities and assets (opco & propco) in the United Kingdom, to Elevation Healthcare Property, a UK investment fund specialising in the retirement and healthcare property sector, managed by Elevation Advisors LLP, for a gross sale value of £207 million (around €243 million). The assets sold were part of the "Juniper" real estate partnership signed with Predica (press release dated 28 December 2023). Details of this transaction, and in particular the use of the proceeds from the sale, are described in the press release relating to this sale, published on 28 February 2024. It should be noted that the net proceeds from the sale of this business were used to repay approximately €100 million of the Group's outstanding debt, but will not have a significant impact on leverage.
• 1. Disposal of the Hospitalisation à Domicile and Home Nursing Services (HAD/SSIAD) business in France

On 6 May 2024, Clariane announced that it had received a a put option agreement from the Fondation Santé Service and has granted an exclusivity undertaking with a view to selling all its Hospitalisation à Domicile and Services de Soins Infirmiers à Domicile (HAD/SSIAD) activities in France. This agreement follows a bidding process involving several players in the sector.

Recognized as a public utility since 2013, the Fondation Santé Service is the leading French player in home hospitalization (HAD) and takes care of and coordinates within its HAD, SSIAD and PSAD activities more than 2,000 patients of all ages affected of all ages suffering from acute or chronic pathologies, mainly in oncology, palliative care, complex wounds, rehabilitation, perinatal care and geriatrics.

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