ORPEA Announces the Implementation of the Reverse Share Split of Its Outstanding Shares - Seite 2

After this date, any shares that could not be allocated individually and corresponding to fractional shares will be sold in accordance with the terms and conditions set out in Article R. 228-12 of the French Commercial Code and in accordance with market practice.

Existing shares that have not been consolidated will be delisted at the end of the Reverse Share Split period.

• Voting rights: the New Shares will immediately carry double voting rights, provided they are held in registered form, if, at the date of the Reverse Share Split of the Existing Shares from which they are issued, each of these Existing Shares carried double voting rights.
  
  

At the end of the Reverse Share Split period, shares that have not been consolidated will lose their voting rights and will no longer be included in the calculation of the quorum, and their rights to future dividends will be suspended.

• Centralization: all transactions relating to the Reverse Share Split will be carried out by Société Générale Securities Services, 32 rue du Champ de Tir, CS 30812, 44308 Nantes Cedex 3, appointed as agent for the centralization of the Reverse Share Split.
  
  Pursuant to Articles L. 228-6-1 and R. 228-12 of the French Commercial Code, at the end of a period of 30 days from March 22^nd, 2024, the New Shares that could not be allocated individually and corresponding to fractional shares will be sold on the stock market by the account holders, and the proceeds of the sale will be allocated in proportion to the fractional shares of the holders of these shares.
  
  Existing Shares subject to the Reverse Share Split will be admitted to trading on Euronext Paris under ISIN code FR0000184798 until March 21^st, 2024, the last day of trading.
  
  New Shares resulting from the Reverse Share Split will be admitted to trading on Euronext Paris from March 22^nd, 2024, the first day of trading, under the new ISIN code FR001400NLM4.

• Adjustment of the exercise ratio of free shares awarded: the Board of Directors has granted full powers to the Chief Executive Officer, in order to preserve the rights of holders of free shares awarded, to adjust the exercise ratio of free shares awarded following the Reverse Share Split, if necessary, to take account of the impact of the said Reverse Share Split on the situation of holders of free shares awarded.
• Suspension of the eligibility of the Existing Shares for the deferred settlement service: until the close of trading on February 26^th, 2024, the Existing Shares will remain eligible for the deferred settlement service (the "DSS") and may therefore continue to be subject to deferred settlement.