ORPEA : Universal Registration Document 2023

2023 UNIVERSAL

REGISTRATION

DOCUMENT

including the annual financial report

Contents

	PRESENTATION OF THE ORPEA
1 GROUP AND ITS MARKETS	27
	1.1	Presentation of the ORPEA Group	28
	1.1	ORPEA's key figures	28
	1.2	The ORPEA Group's core activities:
		a range of services covering the
		full spectrum of long-term care	31
	1.3	Leveraging solid assets to regain
		a leading position in the sector	35
	1.4	Rising demand underpinned by an
		ageing population and the increased
		prevalence of chronic diseases	37
	1.5	A regulated activity with controlled fees	39
	1.6	Main provisions of the Accelerated
		Safeguard Plan implemented from
		the end of 2023 in accordance
		with the terms approved
		by the Nanterre Specialised
		Commercial Court on 24 July 2023	41
2	RISK FACTORS
AND INTERNAL CONTROL	47
	2.1	Risk factors	48
	2.2	Internal control	63
3	NON-FINANCIAL
STATEMENT	71
	3.1	Corporate Social Responsibility's
		contribution to ORPEA's transformation	73

3.2 Quality of care and support for patients, residents and beneficiaries centred

on their life journey

84

3.3 People at the centre of the Group's transformation: prioritising employee

health, safety and well-being

104

3.4 A responsible corporate citizen

committed to its communities

126

3.5 Better control over the environmental

	impact of ORPEA's activities	143
3.6	Duty of Care Plan	167
3.7	GRI, SASB cross-reference tables	174
3.8	Methodological note	177

3.9 Report of one of the Statutory Auditors appointed as an independent third party on the consolidated

non-financial statement	184
Appendix: Cross-reference table
for the Non-Financial Statement	187

CORPORATE
4 GOVERNANCE	189

4.1 Membership and operating procedures

		of the Board of Directors	192
	4.2	Executive Management	215
	4.3	Remuneration and benefits awarded
		to corporate officers	217
	4.4	Specific terms and conditions
		for shareholders to participate
		at General Meetings	240
	4.5	Agreements entered into between
		a corporate officer and a subsidiary	240
	4.6	Factors liable to have an impact
		in the event of a public offer	240
	4.7	Appendices	241
	4.8	Statutory Auditors' report
		on related-party agreements	267
5	COMMENTARY
ON 2023	271
	5.1	Significant events of the year	272
	5.2	Review of the consolidated financial
		statements for the year ended
		31 December 2023	276
	5.3	Review of the individual financial
		statements for the year ended
		31 December 2023	282
	5.4	Other financial and legal information	285
	5.5	Forecast and events subsequent
		to 1 January 2024	286
	5.6	Table of five-year financial highlights	288
6	2023 FINANCIAL
STATEMENTS	291

6.1	Consolidated financial statements
	for the year ended 31 December 2023	292
6.2	Statutory Auditors' report on the
	consolidated financial statements	370
6.3	Statutory financial statements for
	the year ended 31 December 2023	376
6.4	Statutory Auditors' report on
	the statutory financial statements	411

7	SHARE CAPITAL AND
OWNERSHIP STRUCTURE	419
	7.1	Share capital	420
	7.2	Communication with investors	431
	7.3	Share data	432
8	ADDITIONAL
INFORMATION	435
	8.1	Legal information about the Company	436

8.2 Key provisions of the Company's

Articles of Association

436

8.3 Person responsible for the Universal

	Registration Document	438
8.4	Statutory Auditors	438
8.5	Publicly available documents	439
8.6	Cross-reference tables	439

2023 UNIVERSAL REGISTRATION DOCUMENT

including the annual financial report

"The Group's mission is to provide healthcare and assistance

to highly frail

and vulnerable

people."

The Universal Registration Document was filed on 6 May 2024 with the AMF as the competent authority under Regulation (EU) 2017/1129, without prior approval in accordance with Article 9 of said Regulation. The Universal Registration Document may be used in support of an offer of securities to the public or the admission to trading on a regulated market of financial securities if accompanied by a prospectus and, where applicable, a summary and any modifications made to the Universal Registration Document. All of the documentation is then approved by the AMF in accordance with Regulation (EU) 2017/1129.

Pursuant to Article 19 of Regulation (EU) 2017/1129, this Universal Registration Document incorporates by reference the 2021 Universal Registration Document, filed on 16 June 2022, under number D. 22-0517(https://www.emeis-group.com/wp-content/uploads/2011/12/ORPEA_URD-2021_EN_b7d0f.pdf), the 2022 Universal Registration Document, filed on 7 June 2023, under number D. 23-0461(https://www.emeis-group.com/wp-content/uploads/2023/07/ ORPEA_DEU_2022_UK_.pdf), the first amendment to the 2022 Universal Registration Document, filed on 10 November 2023 under number D. 23-0461-A01(www.emeis-group.com/wp-content/uploads/2023/11/ORPEA_Amendement_URD.pdf) (in French only), the second amendment, filed on 5 December 2023 under number D. 23-0461-A02(www.emeis-group.com/wp-content/uploads/2023/12/ORPEA_Deuxieme_Amendement_DEU_2022.pdf) (in French only) and the third amendment, filed on 17 January 2024 under number D. 23-0461-A03(www.emeis-group.com/wp-content/uploads/2024/01/ORPEA-Troisieme-Amendement-DEU-2022.pdf) (in French only). The aforementioned Universal Registration Documents are available on the AMF and ORPEA websites (www.emeis-group.com, under ORPEA S.A., Shareholders & Investors, Documentation), or on request from the Company's registered office (ORPEA S.A. - Investor Relations - 12, rue Jean Jaurès - CS 10032 - 92813 Puteaux Cedex, France).

This Universal Registration Document including the annual financial report is a reproduction of the official version which has been prepared in European Single Electronic Format ("ESEF") and is available on the AMF and ORPEA websites.

This is a translation into English of the Universal Registration Document of the Company issued in French and it is available on the website of the Issuer.

ORPEA - 2023 UNIVERSAL REGISTRATION DOCUMENT

1

PROFILE

With nearly

78,000 employees at work every day,

we are committed to the mission

of supporting all highly frail

and vulnerable people.

We design health, care and life

pathways for the patients, residents and beneficiaries we welcome each year to our nearly 1,000 facilities worldwide. Our mission also extends to the loved ones and the social relationships of the people we care for.

2023 KEY FIGURES

93,470

beds

1,031

facilities in strategic city-centre locations in 21 countries

MORE THAN 30 YEARS

of experience in care and support services

NEARLY 283,000

patients and residents welcomed, cared for and supported last year

NEARLY 78,000

employees, 56% of whom are care staff

€5,198 MILLION

in revenue

• ORPEA - 2023 UNIVERSAL REGISTRATION DOCUMENT

Our story began in 1989 when a neuropsychiatrist opened a first nursing home in Saujon, in France's Charente-Maritime region. Today, the Group operates mainly in Europe, and offers comprehensive care through hospitals, nursing

homes, assisted-living facilities and home care solutions with a network of over 1,000 facilities and some 78,000 employees. After a serious crisis of confidence, in 2022, the Group launched its

With you and for you, changing ORPEA Refoundation Plan with the goal of radically transforming the organisation for the benefit of patients, residents, their families, and employees too.

France	Italy
Belgium	Austria
Netherlands	Poland
Ireland	Czech
United	Republic
Kingdom	Slovenia
Luxembourg	Croatia
Germany	Spain
Switzerland	Portugal

NETWORK

OUTSIDE EUROPE

Mexico	United Arab
	China
	Emirates

Brazil

Uruguay

ORPEA - 2023 UNIVERSAL REGISTRATION DOCUMENT

3

OUR CORE ACTIVITIES

OUR EXPERTISE

PLAYING AN ESSENTIAL ROLE IN THE LIVES OF THE MOST VULNERABLE PEOPLE

Providing care and supporting the life plans of our residents and patients is our mission, at the heart of which lies our medical expertise. Enhanced by scientific research and technical progress, our teams and our stakeholders build on this expertise day after day.

The Group's dedicated team

of nearly 78,000 professionals work in four main areas of expertise:

• Temporary or long-term dependency and severe dependency;
• Neurodegenerative diseases, including Alzheimer's and Parkinson's;
• Post-acutecare and rehabilitation;

• Mental health including psychotic and thymic illnesses, sleep disorders and addictions.

Our multidisciplinary teams cover a wide range of professions, providing care at our facilities or our patients' homes.

20

job categories in our four main areas of expertise

Nearly 78,000 committed

professionals

• ORPEA - 2023 UNIVERSAL REGISTRATION DOCUMENT

OUR MENTAL

HEALTH HOSPITALS

provide support and care by combining a wide range of approaches to help patients regain mental balance and a healthy lifestyle.

Mood disorders - Anxiety disorders

• Addictions - Sleep and eating disorders - Post-traumatic stress disorders - Burn-out - Borderline personality disorders - Therapeutic groups - Specialised units for teenagers and young adults - Specialised mother-child psychiatric rehabilitation units - Geriatric psychiatry units
• Perinatal psychiatry - Full-time hospitalisation - Day and night hospitals
• Pre- and post-hospitalisationfollow-up.

OUR POST-ACUTE

AND REHABILITATION

HOSPITALS

welcome patients following surgery or as part of an acute episode of a chronic illness.

Multi-purpose, geriatric and oncology rehabilitation clinics - Functional rehabilitation - Cardiovascular rehabilitation - Respiratory rehabilitation

• Rehabilitation clinics specialising in the treatment of musculoskeletal, nervous system and digestive system disorders, as well as patients in a persistent vegetative state - Highly specialised care units - Full-time hospitalisation
• Day hospital - Prevention and therapeutic education programmes.

OUR NURSING

HOMES

are homes for elderly people who need individual attention, care or personalised help with everyday tasks.

Long stay - Short stay - Day care - Alzheimer's and related conditions unit for long stays or day care.

OUR ASSISTED-LIVING FACILITIES

offer a secure, high-quality living environment for those who want to enjoy life at their own pace and with complete independence.

Flat rental -

Discovery stays.

OUR HOME CARE SERVICES

are adapted to the degree of autonomy, needs and desires of our beneficiaries, helping them remain in their familiar surroundings, close to their loved ones.

Personal services (help with washing, eating, mobility and getting around, leisure activities, etc.) - Additional services (cleaning, ironing, grocery shopping, etc.).

ORPEA - 2023 UNIVERSAL REGISTRATION DOCUMENT

5

HIGHLIGHTS

OUR VALUES AT THE HEART OF OUR ACTIONS

THIRST TO LEARN

#ethics

A commitment

to humanity in Spain

In Spain, the Group has signed a partnership agreement with the Hippocratic Movement, an international non-profit organisation whose mission is to promote empathy

and humanity and to train healthcare professionals in #ethics. On the day of the signing, a bust of Hippocrates, the father of medicine, was unveiled at the Aravaca facility in Madrid.

#training

High-level training in China

ORPEA has launched a #training programme in partnership

with the Peking University Hospital, which offers high-level training to the country's geriatricians, nurses and caregivers interested in learning about European practices and standards. Nearly 1,000 professionals were trained over eight sessions. The programme is constantly evolving, and recently included a module on non-medicinal therapies.

#innovation

Rewarding medical excellence

Each year, almost 100 projects from all our facilities around the world compete for our Excellence Awards. Some 14 countries competed in five categories: healthcare innovation, research, clinical ethics, the 1,000 Smiles initiative and the new employee experience category. An e-learning project presented by SeneCura in Austria and the "reverse CVs"

by Polyclinique de La Lèze in France won awards in the new category. At a time when the Group is expanding its horizons, #innovation

is essential!

A COMMITMENT TO HUMANITY

#InterculturalDialogue

Diversity in Poland

At the first My Company Diversity Awards in 2023 in Poland, the Antonina facility won in the #InterculturalDialogue category. Located in Piaseczno, the nursing home won the award for its "integration of staff from diverse cultures and nationalities, thereby improving the position of cultural, ethnic and religious minorities

in society".

#age Ageless beauty in Italy

For International Women's Day on 8 March 2023, five of our facilities in northern Italy honoured the women in its facilities. Some of the women were the subject of a photo exhibition open to residents, their families and the general public. This initiative was a tribute to the ageless beauty of all the women in our facilities.

#diversity in Ireland

Ireland has attained Bronze accreditation from the Irish Centre for Diversity for its ongoing commitment to diversity and inclusion across its 23 facilities and home care services. The Bronze Investors in Diversity score shows that we have laid a solid foundation for diversity and inclusion throughout our activities.

Investors in Diversity is Ireland's first diversity and inclusion accreditation framework.

• ORPEA - 2023 UNIVERSAL REGISTRATION DOCUMENT

TASTE FOR LIFE

#biodiversity

Changing how we look at life

In 2023, the Group published its #biodiversity charter.

Through this charter, it has chosen to organise its medical and care activities, real estate projects and support functions with a constant eye on the environment, living organisms and biodiversity.

The Group's commitments, which are the result of a collaborative approach, are set out in its internal "BiophilGood" label.

SPIRIT OF MUTUAL AID

#catering

Swiss cuisine in the spotlight

In 2023, Senevita earned the Swiss SVG Trophy for winning a team competition focusing on the particular challenges of #catering in hospitals and healthcare facilities, both in the public and private sectors in Switzerland. Well done to the chefs!

#alzheimers

Reconnecting with the community through exercise in Brazil

On 24 September 2023, all caregivers and residents at the Cora Senior facility in São Paulo were invited to walk together down Paulista Avenue to raise awareness about preventing #alzheimers disease. It was an opportunity to remind people of the benefits of exercise in preventing neurodegenerative diseases and reconnect with the local community.

#housing

Protecting vulnerable employees in France

Today in France, 12 million people are vulnerable because of their #housing conditions.

The Group has set up a guaranteed accommodation scheme to help employees who are temporarily faced with severe housing difficulties. This emergency scheme will be activated on the basis of eligibility criteria to guarantee immediate shelter and offer support towards a permanent accommodation solution.

#digitise

Supporting elderly people with tech in the Czech Republic

The SeneCura subsidiary has forged

a partnership with ICT4elders, a project aimed at promoting new information and communication technologies among senior citizens. Through mentoring sessions, patients and residents can familiarise themselves with new tools, which they can use in particular to communicate with their loved ones. After a successful trial in Prague, the Group is planning to extend this partnership across Europe.

#mentalillnesses

Art and mental health in Germany

For World Mental Health Day on 10 October,

two of Germany's psychiatric clinics opened their doors to the general public to raise awareness, dispel the prejudices often associated with mental illness and present the care provided by the facilities. In addition to touring the facilities, visitors enjoyed a concert put on by patients and an exhibition of photos and works of therapeutic art around the theme of the relationship with the body. All were warmly welcomed!

ORPEA - 2023 UNIVERSAL REGISTRATION DOCUMENT

7

HIGHLIGHTS

OUR MISSION OF CARE

PUTTING CARE

BACK AT THE HEART

OF WHAT WE DO

The year 2023 was marked by a refocus

on our core mission of care and support, thanks to the commitment of our professionals.

OUR MOTIVATION.

10%

increase in the direct care ratio in nursing homes in France.

Three bodies have been created to lay the foundations for a medical policy:

• a Medical and Healthcare Commission chaired by the Group Executive Vice President, Medical, Professor Pierre Krolak-Salmon;

• an International and Interdisciplinary Scientific Council chaired by Professor Didier Pittet,

to coordinate expert consensus, literature reviews, academic partnerships and pilot studies;

• an Ethics Advisory Board headed by Professor Emmanuel Hirsch, to draw up ethical guidelines. We led an in-depth reorganisa- tion of the medical, caregiver and quality divisions to significantly boost the quality of care, thanks to a formalised multidisciplinary approach, particularly to prevent the risk of infection, undernutrition and falls. To quickly test out our new organisational structure, around 30 pilot projects were

launched to support personalised care pathways and stays. These pilot initiatives focus on key areas such as prevention of long-term care requirements and serious complications from diseases by prioritising social ties, nutrition and meals, as well as physical activity.

"WE HAVE

TRANSFORMED OUR

MECHANISMS

FOR DIALOGUE."

To better assist the daily lives of our patients and residents, we have increased the direct care ratio by 10% in our nursing homes in France, with enhanced support from a three-pronged managerial team, namely the Facility Manager, Coordinating Doctor and Health Executive. We have also taken key measures, such as recruiting a local buyer to offer more organic and

seasonal produce and expanding training programmes for chefs.

To become a more active listener for our patients, residents and their loved ones, we transformed our mechanisms for dialogue. In 2023, 84% of Group countries had already implemented tools to improve

outreach with fami- lies. In France, we developed a listening platform to meet the requests of our patients' and resi- dents' relatives, with a mediation system headed by Claude Evin. Putting care

back at the heart of what we do was the key pillar of our transformation plan. Thanks to the commitment of all our teams, the year saw many advances made to better serve our caregivers, residents, patients and beneficiaries. •

• ORPEA - 2023 UNIVERSAL REGISTRATION DOCUMENT