Clariane : 2023 Universal Registration Document

2023 Universal

Registration

Document

Including the Annual Financial Report and Integrated Report

Content

Message from the Chairman of the Board of Directors	2
Message from the Chief Executive Officer	3

1	Clariane, the leading European
services group for vulnerable people	7
	1.1	Profile	8
	1.2	History	10
	1.3	Performance	12
	1.4	Our business activities	14
	1.5	European presence	20
	1.6	Industry challenges	22
	1.7	Our value creation model	24
	1.8	Strategy	26
	1.9	Outlook	29
	1.10	Governance	30
2	Risk factors  AFR	35
	2.1	Operational risks	37
	2.2	Strategic risks	41
	2.3	Legal, ethics and regulatory risks	42
	2.4	Economic and financial risks	45
	2.5	Internal control and risk management	49
	Environmental, social and corporate
3 governance  AFR	55
	3.1	ESG strategy integral to the corporate project	57

3.2 Provide care excellence whilst ensuring

dignity and choice	74
3.3 Be a leading employer	90

3.4 Contribute to finding innovative solutions

	for a more inclusive society	115
3.5	Be a committed and responsible local player	127
3.6	Reduce our environmental footprint	137
3.7	Group's Duty of Care Plan	160
3.8	Appendices	170

3.9 Independent third-party report on the verification of the consolidated non-financial performance statement

included in the management report

185

4 Corporate governance

191

4.1 Administrative and management bodies

	of the Company	193
4.2	Compensation	238
4.3	Governance of compensation	260

Analysis of activities
5 and performance  AFR	265
5.1	Significant events in 2023	266
5.2	Analysis of revenue	267

5.3 Review of consolidated results and financial

	position at 31 December 2023	269
5.4	Proposed appropriation of net profit	276
5.5	Legal and arbitration proceedings	276

5.6 Significant changes in the Group's financial position since the end of the last financial year 276

5.7	Material events since the year end	277
5.8	Foreseeable changes - Outlook	278

Financial statements
6 at 31 December 2023  AFR	281

6.1 Consolidated financial statements

at 31 December 2023	282
6.2 Statutory Auditors' report on the	349
consolidated financial statements

6.3 Annual financial statements

at 31 December 2023

354

6.4 Statutory Auditors' report on the financial

	statements	370
Information on the Company, share
7 capital and shareholding structure  AFR	377
7.1	Information on the Company	378
7.2	Information on the share capital	383
7.3	Ownership structure	392
7.4	Market for Clariane shares	396

7.5 Conditions for shareholder participation

in General Meetings	398
8 Additional information	401

8.1 Person responsible for the Universal

Registration Document  AFR

402

8.2 Person responsible for auditing

	the financial statements	402
8.3	Highly regulated activities	403
8.4	Cross-reference tables	409

AFR	The annual financial report data are clearly identified
in the table of contents via the AFR pictogram	www.clariane.com

2023 Universal

Registration

Document

Annual Financial Report

and Integrated Report

The Universal Registration Document was filed on 30 April 2024 with the French securities regulator (Autorité des marchés financiers - AMF), in its capacity as competent authority under Regulation (EU) 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 to the public of securities or admission of securities to trading on a regulated market if approved by the AMF, together with any amendments, if applicable, and a securities note and summary approved in accordance with Regulation (EU) 2017/1129.

The Universal Registration Document may be obtained free of charge from the Company, as well as on the websites of the Company (www.clariane.com) and of the AMF (www.amf-france.org).

The Universal Registration Document is a translation into English the official version of the Universal Registration Document, prepared in xHTML format and issued in French, and is available on the issuer's website.

• MESSAGE

Jean-Pierre

Duprieu

Chairman of the

Board of Directors

In 2023,

the Board

of Directors remained highly mobilised

Dear Shareholders,

In 2023, the Board of Directors, whose commitment to your Company I would like to salute, remained highly mobilised in monitoring the implementation of Clariane's strategy by the Chief Executive Officer and her teams at operational level, and in analysing and promptly resolving the sudden deterioration of Clariane's access to financing markets in the third quarter of the year.

On the governance front, 2023 was marked by the creation of the Mission Committee, whose members were appointed by the Board of Directors on the recommendation of the Chief Executive Officer, and which is tasked with overseeing the implementation of Clariane's corporate purpose.

As you decided at the 2023 General Meeting, the corporate purpose has become the Clariane Group's compass and our governance has been adapted to it. In record time, Clariane's management achieved a tour de force of establishing not only Clariane's purpose, but also its social and environmental commitments and the Mission Committee.

In 2023, the Board also pressed ahead with its in-depth review of a number of key challenges for the Group, including quality of care indicators, cybersecurity strategy and the Group's financial position.

Following the sudden deterioration of Clariane's access to the debt markets, the Board of Directors, at its meeting of 13 November 2023, adopted a four-part €1.5 billion plan to strengthen the Group's financial structure and restore access to financing. Two of the four components have already been completed.

At the Annual General Meeting of

26 March 2024, you overwhelmingly approved the third component of this plan, namely a capital increase with preferential subscription rights aimed at raising a gross amount of €300 million. This capital increase, to which all shareholders may subscribe, is an essential component of the Company's refinancing plan as it will strengthen Clariane's equity.

The Board is confident in the ability of the Chief Executive Officer and her teams to successfully implement the plan to strengthen Clariane's financial structure, while maintaining the focus on operational performance.

Thank you for your trust and loyalty.

2 2023 Universal Registration Document - Clariane

• MESSAGE

Sophie

Boissard

Chief Executive Officer

Trust is key in our business

Dear Shareholders,

2023 was in many ways a paradoxical year for Clariane, characterised both by a very solid operating performance and, from the third quarter, by the emerging crisis in access to financing. To overcome this obstacle, we launched a plan on 14 November to strengthen our equity and reduce our gearing.

2023 - A year of resilience

2023 was undeniably a testament to the resilience of our business in an environment marked by a spike in inflation, particularly in Germany.

We are enjoying dynamic growth across all businesses and geographies. Our care homes are returning to pre- Covid occupancy levels. Our healthcare activities are benefiting from strong growth in outpatient care. And our home care services continue to grow steadily.

I would like to pay tribute to the remarkable commitment of the

60,000 professionals of the Clariane community, who cared for around 900,000 patients and residents in our facilities or at home in 2023.

I am delighted with the regular improvement in our quality indicators across the board, but above all the Net

Promoter Score (NPS), which reached an unprecedented average of +44 in 2023 - a stellar achievement.

We are also ahead of schedule in implementing the various environmental, social and governance commitments we made in 2019.

This is particularly true for quality, skills development and employee health and safety at work, as well as for the reduction in our carbon footprint, which is down more than 30%

since 2019.

More than ever, the transition to purpose-driven company status, which you approved by a very large majority at the 2023 General Meeting, is giving meaning to our Group and is forming the cornerstone of our strategy.

The commitment of Clariane's community of professionals has been remarkable

Clariane - 2023 Universal Registration Document

3

• MESSAGE

Third quarter of 2023 - Sudden deterioration in access to financing

Since 2020, our industry has been confronted by an unprecedented series of events, from the Covid pandemic, of course, to the sharp rise in inflation and interest rates from 2022 onwards - two particularly sensitive factors in a regulated industry such as ours - and lastly, the knock-on effects of the near bankruptcy and subsequent safeguard procedure experienced by a systemic industry player.

In the third quarter of 2023, this resulted in a sudden deterioration in Clariane's access to financing, which led the Group to announce a €1.5 billion plan to strengthen its financial structure on

14 November 2023. The first two components - the creation of two real estate partnerships and the setting up of a real-estate-backed bridge loan - had already been completed by December 2023. We are now focusing on the two outstanding components, namely the €300 million capital increase

and the implementation of an asset disposal plan, on which we have already made substantial progress.

At the General Meeting on

26 March 2023, you overwhelmingly approved the proposed €300 million capital increase with preferential subscription rights. Predica,

our largest shareholder, has demonstrated its long-term commitment to the company by undertaking to subscribe in the amount of €200 million.

This plan will help put us back on a path of long-term development that creates value for all stakeholders, especially our shareholders.

2024 will be a landmark year for the transformation and renewal of your Group around our three main businesses on a geographical platform recentred on a smaller number of countries. And the entire Clariane community remains as committed as ever to our common purpose: "Taking care of each person's humanity in times of vulnerability".

The entire Clariane community remains committed to our common purpose: "Taking care of each person's humanity in times of vulnerability"

4 2023 Universal Registration Document - Clariane

Clariane - 2023 Universal Registration Document

5

1	Clariane, the leading
European services
group for vulnerable
people

1.1 Profile

1.1.1 A community of dedicated professionals serving local communities

1.2 History

1. Key milestones
2. Significant events in 2023

1.3 Performance

1. Non-financialperformance
2. Financial performance

8	1.6	Industry challenges	22
8	1.6.1	Attracting human capital	22
1.6.2	Financing healthcare expenditure	22
	1.6.3	Focus: young Europeans have a positive view
10		of health and care professions	23
10	1.7	Our value creation model	24
11
12	1.8	Strategy	26
12	1.8.1	One corporate project, three priorities	26
13

1.4 Our business activities

1. Long-termCare
2. Specialty Care
3. Community Care

1.5 European presence

1. Constant dialogue with our stakeholders
2. Regional roots

14	1.9	Outlook	29
14	1.10	Governance	30
16
1.10.1	Governance at the service of stakeholders	30
18
1.10.2	Board of Directors	31
20	1.10.3	Group Management Board	32
1.10.4	Mission Committee	33
21
21

Clariane - 2023 Universal Registration Document

7

1	Clariane, the leading European services group for vulnerable people
Profile

1.1 Profile

1.1.1 A community of dedicated professionals serving local communities

From care homes and specialised healthcare facilities and services to shared living solutions and personal assistance services, Clariane's purpose is taking care of each person's humanity in times of vulnerability. Founded in France more than 20 years ago, Clariane became a purpose-driven company in 2023. Clariane is present in more than 800 local regions and brings together a community of 60,000 committed employees guided by a unifying corporate project: At Your Side.

€5,047m

revenue

61.7%	25.9%	12.4%
Long-term	Specialty	Community
Care	Care	Care

8.4%

organic growth

800

local communities served

60,000

employees

1,300+

facilities

Nearly 900,000 people cared for

and supported in 2023

Long-term	Specialty	Community
Care	Care	Care

674	276	377
homes	facilities	shared
61,384 beds	14,416 beds	living units
340 home care
97,000 residents	700,000 patients
service agencies
in care	treated
16,225 beds
		80,000 residents
		and customers

Data as of 31 December 2023.

8 2023 Universal Registration Document - Clariane