ORPEA Announces the Results of Its Rights Issue for Approximately EUR 390 Million

Regulatory News:

ORPEA S.A (the « Company »), announces today the results of its rights issue for a gross amount, including issue premium, of EUR 390,019,672.62, by way of issuance of 29,324,787,415 new shares (the “New Shares”) at a subscription price of EUR 0.0133 per New Share, to which the members of the Groupement¹ had committed to subscribe in the amount of approximately EUR 195.7 million (severally but not jointly), the balance, i.e. approximately EUR 194.3 million being backstopped by the members of the SteerCo² (the “Rights Issue”).

RESULTS OF THE RIGHTS ISSUE

Following the subscription period which ended on February 2^nd, 2024, total demand amounted to 21,238,900,371 New Shares (including 14,715,668,849 New Shares subscribed by the Groupement members), representing a subscription rate of 72.43%. The 29,324,787,415 New Shares issued as part of the Rights Issue have been subscribed as follows:

• 20,557,957,819 New Shares, representing 70.10% of the New Shares, have been subscribed on an irreducible basis (à titre irréductible) of which 14,715,668,849 New Shares subscribed by the Groupement members, as set out in the terms of the agreement dated February 14^th, 2023 between the Company, the Groupement and the SteerCo (the “Lock-Up Agreement”) and as provided under the Accelerated Safeguard Plan (the “Subscription Commitments from the Groupement”).
• Reducible demand (à titre réductible) accounted for 680,942,552 New Shares.

As a consequence, 8,085,887,044 New Shares, in an amount (including the issue premium) of EUR 107.5 million, will be subscribed by the SteerCo members in accordance with their backstop³ commitments (the “Backstop Commitments from the SteerCo” and together with the Subscription Commitments from the Groupement, the “Subscriptions Commitments”).

IMPACT OF THE CAPITAL INCREASE ON THE COMPANY’S SHAREHOLDING

After completion of the Rights Issue, the Company’s share capital will amount to EUR 1,591, 917,031.11 and will be comprised of 159,191,703,111 shares with a par value of EUR 0.01 each, held as follows:

• Groupement: 50.18% of which:
  • Caisse des Dépôts et Consignations (CDC): 22.41%,
  • Mutuelle Assurance des Instituteurs de France (MAIF): 14.81%,
  • CNP Assurances: 5.56% and
  • MACSF Epargne Retraite: 7.41%
• Free float: 49.82%⁴

SETTLEMENT AND DELIVERY

Settlement, delivery and start of trading of the New Shares on the regulated market of Euronext in Paris (“Euronext Paris”) are expected to take place on February 15^th, 2024. 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.