ORPEA Announces the Results of Its Share Capital Increase With Shareholders’ Preferential Subscription Rights for an Amount of Approximately EUR 3.9 Billion Backstopped by the Unsecured Creditors of the Company... - Seite 3

On this basis, assuming that all Existing Shareholders exercise their priority right in the Groupement Capital Increase, up to the total number of shares to which this right is attached, i.e. 69,015,525 shares, the breakdown of the Company's capital after completion of the Groupement Capital Increase would be as follows:

- Groupement: 50.13%
- Unsecured Creditors: 48.84%
- Free float: 1.03%

For the avoidance of doubt, it is reminded that unsecured creditors whose unsecured debts have been converted into shares as part of the Equitization Capital Increase will not benefit from this priority right in respect of the shares subscribed in the Equitization Capital Increase. In addition, this priority right will not benefit (i) the shares of the Company which have been subscribed by Existing Shareholders in the Equitization Capital Increase, beyond their share of the share capital they held on 15 November 2023 (for instance, in the event of purchase and exercise of preferential subscription rights) and (ii) the New Shares which were subscribed as part of the Equitization Capital Increase, by Existing Shareholders who would also have the status of unsecured creditor, as a result of the conversion of their unsecured debts in the context of the Equitization Capital Increase.

SETTLEMENT/DELIVERY

Settlement, delivery and start of trading of the New Shares on the regulated market of Euronext Paris (“Euronext Paris”) are expected to take place on December 4^th, 2023. The New Shares will immediately entitle their holders to all distributions, will be immediately fungible with existing ordinary shares of the Company and will be traded on the same trading line under the same ISIN code FR0000184798.

As a result of the Equitization Capital Increase, the Company’s share capital will be comprised of 64,693,851,000 ordinary shares and will amount to EUR 646,938,510.

REMINDER ON THE ACCELERATED SAFEGUARD PLAN

It is reminded that the Accelerated Safeguard Plan provides for the implementation of three capital increases, namely (i) the Equitization Capital Increase as detailed in the press release dated November 13^th, 2023 and this press release, (ii) a capital increase without preferential subscription rights reserved to Caisse des Dépôts et Consignations, Mutuelle Assurance Instituteurs de France (MAIF), CNP Assurances and MACSF Epargne Retraite (or companies affiliated with them), with a priority right granted to shareholders of the Company as of record on November 15^th, 2023 (the “Existing Shareholders”), allowing them to subscribe by preference to the shares so issued, in an amount (including the issue premium) of EUR 1,160,080,551.59, by way of issuance of 65,173,064,696 new shares at an issue price of EUR 0.0178 per new share (the “Groupement Capital Increase”) and (iii) a capital increase with shareholders' preferential subscription right in an amount (including the issue premium) of EUR 390,019,672.62, by issuing 29,324,787,415 new shares at an issue price of EUR 0.0133 per new share, to which the members of the Groupement have committed to subscribe in the amount of approximately EUR 196 million, the balance, i.e. EUR 194 million, being backstopped by five institutions holding a significant portion of the Company's unsecured debt (the “Rights Issue” and together with the Equitization Capital Increase and the Groupement Capital Increase, the “Capital Increases”, all three Capital Increases forming an indivisible whole).