Clariane : Addendum to the shareholders' meeting notice - General Meeting on June 10, 2024

Addendum to the Shareholders' meeting notice

2024 Combined General Meeting Monday, June 10, 2024 at 10:00 am Salle Apostrophe,

83 avenue Marceau,

75016 Paris

The purpose of this addendum (the "Addendum to 2024 Meeting Notice") is to supplement the shareholders' meeting notice of the combined general meeting of Clariane SE (the "Company" of "Clariane") to be held on June 10, 2024 (the "2024 General Meeting") which was published on May 6, 2024 and is available on the Company's website (www.clariane.com) (the "2024 Meeting Notice").

This Addendum to 2024 Meeting Notice has been prepared in the context of the Company's announcement, on May 17, 2024, of the proposed structure of the capital increase part of the plan to strengthen its financial structure. On this occasion, the Company announced that the investment group HLD Europe expressed an interest to acquire a stake in the Company, and that the investment fund Flat Flooted and Leima Valeurs wished to increase their stakes in the Company's capital by subscribing to a reserved capital increase for a total amount of 92.1 million euros. HLD Europe, Flat Flooted and Leima Valeurs also undertake, alongside Predica, to subscribe to and underwrite the capital increase with shareholders' pre-emptive rights approved by the Annual General Meeting on March 26, 2024. In this context, at its meeting on May 15, 2024, the Board of Directors, on the recommendation of the Ad Hoc Committee and the Compensation and Appointments Committee, decided to propose new items and draft resolutions to the agenda of the 2024 General Meeting, with a view to enabling the completion of the above-mentioned reserved capital increase.

This Addendum to 2024 Meeting Notice is an integral part of the 2024 Meeting Notice and should be read in conjunction with it.

Message of the Chairman of the Board of Directors

Jean-Pierre Duprieu

Dear shareholders,

I invite you, as shareholders, to participate to the combined General Meeting of Clariane, which will be held on June 10, 2024.

During this General Meeting, you will be asked to vote, in particular, on the terms and conditions of the major transactions to increase Clariane's share capital by a maximum cumulative amount of 328 million euros, which constitute the third part of the plan to strengthen Clariane's financial structure announced on November 13, 2023.

The Board of Directors voted unanimously in favor of these major transactions, which are structured around a capital increase reserved for HLD Europe, Flat Footed and Leima Valeurs, on which you will be asked to vote, and the completion of a capital increase with preferential subscription rights, which you voted in favor of at the combined General Meeting on March 26, 2024.

By reinforcing the Company's shareholder structure, these transactions will give Clariane the solid foundation and visibility it needs to implement its debt-reduction plan with confidence and to accompany its long-term objectives, for the benefit of all its stakeholders.

The Board of Directors has also decided to propose to the General Meeting of June 10, 2024 the appointment of three directors, one of whom will replace Holding Malakoff Humanis, whose term of office is due to expire: two of these candidates will be presented by HLD Europe and the third by Leima Valeurs. These appointments will take effect subject to the approval of the reserved capital increase and after its completion.

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

Thank you for your trust and loyalty.

Message of the Chief Executive Officer

Sophie Boissard

Dear shareholders,

Since November 14, 2023, we have been focusing all our efforts on implementing all the components of our plan to strengthen our financial structure, a plan that is essential for the future of the Clariane Group and for all its stakeholders. Two of the four components of this plan have already been completed by the end of 2023.

The execution of the capital increase for a maximum amount of 300 million euros, to which you gave your very broad support at the General Meeting on March 26, 2024, is the next major step on our road.

As you know, Crédit Agricole Assurance, via its subsidiary Predica, undertook as early as November 14, 2023 to underwrite this capital increase to a maximum amount of 200 million euros.

Following in-depth discussions with the Company, three other investors - HLD Europe, Flat Footed and Leima Valeurs - have indicated their willingness to co-guarantee the capital increase, and more broadly, to support the long-term implementation of the plan to strengthen the Company's financial structure and our "At your side" corporate project, in full respect of our mission and values.

These various subscription commitments and guarantees enable to fully secure the capital increase with preferential subscription rights that you approved on March 26, 2024, and to implement it without delay, as early as next June.

However, the exercise of this co-guarantee presupposes that these three investors have a sufficient stake in the Company's capital.

For this reason, we will be proposing to the 2024 General Meeting on June 10, 2024 to authorize a capital increase reserved for these three investors, for a total amount of 92.1 million euros, to be carried out ahead of the capital increase with preferential subscription rights, the amount of which will then be reduced to 236 million euros.

The adoption of this supplementary resolution is essential to the successful completion of the capital increase planned. Indeed, should the reserved capital increase not be authorized on June 10, 2024 neither of the two capital increases could be carried out before the summer, which would jeopardize the execution of our plan, and run a major risk that Clariane would have to place itself under an appropriate protection regime to renegotiate its debt with its creditors after the summer.

This is why it is essential that you support this additional capital increase.

After several years of economic and sectoral turbulences, 2024 is a major year for strengthening and revitalizing your Group, with its three core businesses and a geographic platform refocused on four major countries. And more than ever, the entire Clariane community will remain mobilized in the service of our common mission: " Take care of each person's humanity in times of vulnerability ".

Thank you for your trust.

1. SUMMARY

Recent developments concerning the proposed capital increase

At the combined General Meeting on 26 March 2024, 98% of shareholders voted in favour of a capital increase with preferential subscription rights of shareholders for a maximum nominal

amount of €300 million, which Predica, subsidiary of Crédit Agricole Assurances, the

Company's largest shareholder with 24.6% of the capital, has undertaken to underwrite, if

necessary, up to a maximum amount of €200 million.

As part of the preparations for this transaction, the Company has received various expressions of interest from both existing shareholders and third-party investors to support the Group's debt reduction strategy and make a long-term commitment, alongside Crédit Agricole

Assurances, to work with the Group's management to support its strategy "At your side", and

offering to acquire a significant stake in the company or strengthen their capital position and underwrite the capital increase with preferential subscription rights approved by the General Meeting of shareholders on 26 March 2024.

After examining these expressions of interest during the Board of Directors meeting on 14 May 2024, Clariane agreed to structure the capital increase in two stages, in order to allow the entry of a new long-term investor by ensuring a significant shareholding and to ensure the execution of the total amount of the capital increase and maintaining the preferential subscription rights.

At the 2024 General Meeting of Shareholders, the Company will therefore be proposing a reserved capital increase totaling c. €92.1 million, to the benefit of the investment group HLD Europe for €74.1 million, acquiring a 20.0% stake in Clariane. HLD Europe has also undertaken, under the usual conditions, to subscribe to the capital increase with preferential subscription rights.

HLD Europe is a recognised private equity group, backed by leading French entrepreneurs, which supports European companies with high growth potential, particularly in the healthcare and essential services sectors. Through this transaction, HLD Europe would become one of the Group's main shareholders.

The company will also be proposing to the combined 2024 General Meeting that this reserved capital increase should be subscribed, under the usual conditions, by the investment funds Flat Footed for c. € 15 million and Leima Valeurs for c. € 3 million, these investors presently own 8.6% and 5.0% respectively of the company's capital, they have also undertaken to subscribe to the capital increase with preferential subscription rights.

The reserved capital increase, if approved, would be carried out at a price of €2.60 per new share; which represents a discount of 4.3% versus the volume-weighted average trading price (VWAP1 ) of the Clariane shares over the period from April 26, 2024, the date of publication of the revenue figures for the 2024 first quarter, to May 14, 2024 of €2.7179 (including all trading

1 Source: Bloomberg

platforms in Europe) and would be launched on June 10, 2024, subject to approval by the Autorité des Marchés Financiers ("AMF") of the prospectus relating to the reserved capital increase and to the approval of the Combined General Meeting of Shareholders with a majority of two-thirds of the votes of the shareholders present or represented. Following this transaction, HLD Europe, Flat Footed and Leima Valeurs would hold approximately 20%, 10.5% and 4.6% respectively of Clariane's share capital.

The reserved capital increase would result in the issue of 35,423,076 new shares corresponding to 33% of the share capital today. On the basis of the company's current (non-diluted) share capital, a shareholder owning 1% of the share capital before the transaction would be diluted to 0.75% of the share capital after completion of the reserved capital increase.

Crédit Agricole Assurances and Holding Malakoff Humanis have already announced that they will vote in favour of the resolutions necessary to the reserved capital increase.

The reserved capital increase would be followed by a capital increase with preferential subscription rights open to all shareholders, as authorised by the combined General Meeting of shareholders on March 26, 2024, for an amount of approximately €236 million. This capital increase is expected to be carried out at a discount of between 40% and 50% to the theoretical ex-rights price based on the closing price of the company's shares on the trading day preceding approval by the Autorité des Marchés Financiers of the prospectus relating to the capital increase with preferential subscription rights, in line with market practice for comparable transactions.

The total amount of the planned capital increases would therefore amount to a maximum of approximately €328 million.

The company has received commitments from Crédit Agricole Assurances, HLD Europe, Flat Footed and Leima Valeurs covering the full amount of this second capital increase with preferential subscription rights.

These commitments in connection with this second capital increase are as follows:

• Crédit Agricole Assurance via its subsidary Predica: up to a maximum shareholding of 29.9% of Clariane's capital and voting rights following the capital increases2,
• HLD Europe: for a maximum of €83.2 million, up to a maximum shareholding of 29.9% of Clariane's capital and voting rights following the capital increases,
• Flat Footed: for a maximum of c. €65 million,
• Leima Valeurs: for a maximum of c. €27 million.

2 The final amount of Predica's commitment will be calculated on the basis of the final terms of the capital increase, subject to the maximum commitment granted by Predica under the plan announced by Clariane on 14 November 2023.

The fulfilment of these undertakings, which have been the subject of firm agreements between the company and each of the parties concerned, remains subject to:

• a favourable vote of the resolutions submitted to the 2024 General Meeting related to the share capital increase without preferential subscription rights to the benefit of HLD, Flat Footed and Leima Valeurs (i.e. the resolutions 19 and 20);
• regarding the respective subscription undertakings of HLD and Leima Valeurs, the favourable vote of the resolutions related to the appointment of the two directors presented by HLD (i.e. the resolutions 13 and 14) and the resolution related to the appointment of the director presented by Leima Valeurs (i.e. the resolution 15);
• the approval of the prospectuses corresponding to these transactions; and
• the preparation of a fairness opinion by Finexsi3. The company's Board of Directors has voluntarily appointed Finexsi, acting as an independent expert, to provide a fairness opinion on the reserved capital increase, which will be made available to shareholders prior to the General Meeting. A fairness opinion will also be delivered for the capital increase with preferential subscription rights and will be available in the prospectus relating to this operation.

Flat Footed is expected to apply for prior authorisation under Article L. 151-3 of the French Monetary and Financial Code to subscribe to capital increases, due to the crossing of the threshold of 10% of the votes in the company.

Shareholders are reminded that this second capital increase provides for the maintenance of their preferential subscription rights and that they may therefore subscribe to this capital increase in order to maintain their shareholding by benefiting from the discount. Otherwise, shareholders who do not wish to exercise their preferential subscription rights will be subject to significant dilution, which may be offset in whole or in part by the sale of their preferential subscription rights.

In addition, and in accordance with the undertakings it gave when it became a purpose driven company (Société à Mission) in 2023 and the resolutions adopted by the combined General Meeting of March 26, 2024, the company plans to launch, depending on market conditions, in the coming months, a capital increase reserved for its employees, which will enable them to be fully involved in the Group's refinancing and development plan.

The capital increases announced today are the third part of the plan announced by the Group on 14 November 2023 to strengthen its financial structure and reduce its debt.

This plan, totalling €1.5 billion, has been put in place to resolve the difficulties in accessing the financing markets.

In December 2023, the Company completed the first two parts of this plan:

• The completion of the "Gingko" real-estate partnership for €140 million on December
  15, 2023, followed by the completion of the "Juniper" real-estate partnership for €90 million on December 28, 2023 with Credit Agricole Assurances via Its subsidary Predica;
  Crédit Agricole Assurances was reimbursed €90 million following the sale of the UK assets by Clariane in March 2024;

3 The conclusion of the fairness opinion of Finexsi, acting as an independent expert, are described in section 5 of this Addendum to the 2024 Meeting Notice.

• The arrangement and drawdown of a €200 million term loan with Caisse Régionale de
  Crédit Agricole Mutuel de Paris et d'Ile de France (CADIF), LCL and Crédit Agricole Corporate and Investment Bank (CACIB).

At the same time, the Group has also embarked on the fourth part of the plan, a programme of disposals of operating and real-estate assets, as well as capital partnerships, with expected gross proceeds of approximately €1 billion. With the disposals in the United Kingdom and the Netherlands and the planned sale of its Hospitalisation à Domicile (HAD) business in France announced on May 6, 2024, which received a favourable opinion from employee representative bodies on May 14, 2024, the Group has already completed around 40% of this total disposal programme.

Crédit Agricole Assurances, aiming to maintain its present shareholding in Clariane following the two capital increases at least the level of 24.6% its holds presently, has signed an agreement with Holding Malakoff Humanis to acquire in the context of the capital increase with preferential subscription rights, part or all of the subscription rights depending on the final terms of the capital of the capital increase, with the intention to exercise the rights acquired.

Clariane specifies that, in accordance with the separate agreements signed with HLD, Flat Footed and Leima Valeurs, the transactions described in this press release, namely a capital increase of approximately €92.1 million reserved for HLD, Flat Footed LLC and Leima Valeur followed by a capital increase with shareholders' preferential subscription rights for a maximum amount of approximately €236 million, with the individual subscription commitments from these three investors and Credit Agricole Assurances, form an indissociable whole.

If the reserved capital increase is not approved by the 2024 General Meeting, neither of these two capital increases will be carried out.

In this case, Clariane would not be in a position to carry out a capital increase of €300 million in June or July 2024, as provided for in its capital strengthening plan. Clariane would therefore have to examine ways of carrying out this capital increase in September 2024 on the basis of the resolution passed by the General Meeting on March 26, 2024. This would involve identifying investors or banks capable of guaranteeing the portion not guaranteed by Predica, and satisfying the conditions precedent to Crédit Agricole Assurances' guarantee commitment of €200 million specified in the press release of November 14, 2023 still outstanding, namely

1. obtaining authorisations from the relevant competition authorities for the possible takeover of Clariane by Crédit Agricole Assurances, (ii) obtaining an amendment to the terms and conditions of the contract for the issue of Oceanes maturing in 2027 (0.875% - FR 0013489739) in order to exclude early redemption in the event that Crédit Agricole Assurances crosses the 40% threshold in terms of voting rights, (iii) the independent expert Finexsi delivers a fairness opinion and (iv) the Autorité des Marchés Financiers approval of the prospectus relating to the capital increase.

There is no guarantee that Clariane will succeed in carrying out a capital increase of €300 million within the required timeframe. Failing to do so, Clariane would have to place itself under a protection regime adapted to renegotiate its debt with its creditors.

The Board of Directors has decided to propose to the 2024 General Meeting the appointment of three directors, subject to the approval by this meeting of the resolutions relating to the reserved capital increase. One of whom with replace the representative of Malakoff Humanis

whose mandate is expiring. The appointment of these new directors would take effect after completion of the reserved capital increase.

Two of these candidates, whose appointment would take effect after the completion of the reserved capital increase, would be presented by HLD Europe. In this case HLD Europe has given the Company an undertaking that in case the shareholding of HLD were to fall below 20% one of the Directors would have to resign and both in the case the shareholding were to fall and remain below 10% for 24 months.

A third candidate would be presented by Leima Valeurs, who has given the Company an undertaking that this director would have to resign if, within 24 months of his appointment, the shareholding did not reach at least 10% of the share capital, or at a later date if the shareholding were to fall below 10%.

The composition of Clariane's Board of Directors would remain balanced and in line with the AFEP-MEDEF Code.

The Board would have 16 members, including 8 independent members, 2 representatives for both Crédit Agricole Assurances and HLD Europe, one representative for Leima Valeurs, the CEO who also has a mandate as a Director, and 2 members representing the employees, chaired by Mr. Jean-Pierre Duprieu, one of the independent members.

The composition of the committees would also be modified, with in particular the presence of a member proposed by HLD Europe on the Audit Committee, the Compensation and Appointments Committee, the Investment Committee and the Ethics, Quality and CSR Committee.

Crédit Agricole Assurances, HLD Europe, Flat Footed and Leima Valeurs have each undertaken not to acquire shares of Clariane following the transactions as far as the acquisition of these shares could lead them (including the shares held by any entity of their group) to cross the threshold of 30% of the capital or the voting rights of Clariane, these undertakings are for a period of 12 months for Crédit Agricole Assurances and 36 months for HLD Europe, Flat Footed and Leima Valeurs. HLD Europe, Flat Footed and Leima Valeurs have also undertaken to hold the shares subscribed under the reserved capital increase for a period of 18 months following the completion of the transactions.

Finally, Credit Agricole Assurances, HLD Europe, Flat Footed and Leima Valeurs are not acting In concert and have Indicated having no Intention to act in concert.

Due to the calendar of the transactions described in this press release, the Company announces that it will postpone the publication date of its first half results to August 5, 2024.

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Risk factors relating to the reserved capital increase transaction

Risk factors relating to the Group and its business sector are described in Chapter 2 "Risk Factors" of the 2023 Universal Registration Document.

In addition to these risk factors, the risk factors inherent to the reserved capital increase are listed below. An admission prospectus relating to the reserved capital increase will be made available prior to the 2024 General Meeting.

1.1 The issue of the new shares may not be completed due to the existence of conditions precedent, in particular the approval of the resolutions relating to the reserved capital increase by the 2024 General Meeting.

Completion of the reserved capital increase and the issue of the resulting new shares are subject to certain conditions precedent, including in particular approval of the resolutions relating to the reserved capital increase by the 2024 General Meeting, the issue of a fairness opinion by Finexsi (the conclusions of which are set out in Part 5 of the Addendum to 2024 Meeting Notice) and approval by the AMF of an admission prospectus relating to the reserved capital increase. Flat Footed will also apply for prior authorisation under Article L. 151-3 of the French Monetary and Financial Code if the threshold of 10% of the Company's voting rights is crossed. In the event that the 2024 General Meeting does not approve the resolutions relating to the reserved capital increase or if one of the other conditions precedent is not satisfied or lifted, the reserved capital increase may not be carried out and the agreements between the Company and HLD Europe, Flat Footed and Leima Valeurs will lapse.

It should also be noted that the reserved capital increase and the around €236 million capital increase with pre-emptive subscription rights guaranteed by HLD Europe, Flat Footed, Leima Valeurs and Predica form an indivisible whole. As a result, if the reserved capital increase is not approved by the 2024 General Meeting, the capital increase with pre-emptive subscription rights would not be carried out either as planned. In this case, the Company would not be in a position to carry out a capital increase of 300 million euros in June or July 2024, as provided for in its capital strengthening plan. The Company will therefore have to examine ways of carrying out this capital increase in September 2024 on the basis of the delegation of authority voted by the General Meeting on 26 March 2024. This will involve identifying investors or banks capable of guaranteeing the portion not guaranteed by Predica, and satisfying the conditions precedent to Predica's guarantee commitment of €200 million specified in the press release of

14 November 2023, i.e. (i) Predica being granted a waiver from the obligation to file a public offer by the AMF (issued on 8 February 2024), (ii) the relevant competition authorities obtaining authorisations for Predica's possible takeover of Clariane, (iii) the terms of the contract for the issue of Oceanes maturing in 2027 (0.875% - FR 0013489739) in order to exclude early redemption in the event that Predica crosses the 40% capital threshold, (iv) the independent expert Finexsi delivers a fairness opinion and (v) the prospectus is approved by the AMF. There is no guarantee that Clariane will succeed in completing such a capital increase within the required timeframe. Failing this, Clariane would have to place itself under a protection regime adapted to renegotiate its debt with its creditors.

The Group's liquidity is ensured by :

1. the financing structure currently in place, including in particular the syndicated loan for which the early renegotiation of an "amend & extend" was finalised in July 2023 (the term tranche of 500 million euros was due to mature in May 2024), and the drawdown by the Group on 3 November 2023 of its RCF (Revolving Credit

Facility) for an amount of 500 million euros for a period of six months, in a context of deteriorated market conditions and access to financing. On 3 May 2024, this RCF was renewed for a further six months (expiring on 3 November 2024) for an amount of €492.5 million;

1. the €1.5 billion refinancing plan announced on 14 November 2023, including a €300 million capital increase and a €1 billion asset disposal plan.

Liquidity risk is described in more detail in section 2.4.1.2 "Management of liquidity risk, covenant breach risk and cross-default risk" of Chapter 2 "Risk Factors" of the 2023 Universal Registration Document.

1.2 The Company's shareholders will suffer dilution as a result of the issue of the new shares

The reserved capital increase involves the issue of 35,423,076 new shares.

On the basis of the Company's share capital as of today and on a non-diluted basis, a shareholder owning 1% of the share capital before the operation would be diluted to 0.75% of the share capital after the completion of the reserved capital increase to which they cannot subscribe.

The Company's shareholders, including HLD, Flat Footed and Leima Valeurs, will be able to subscribe to the capital increase with preferential subscription rights. However, subscribing to the capital increase with preferential subscription rights may not offset the political or economic dilution resulting from the reserved capital increase.

1.3 The market price of the company's shares could fluctuate and fall below the subscription price of the new shares.

The Company's shares may trade at prices below the issue price of the new shares. No assurance can be given that the market price of the Company's shares will not fall below the issue price of the new shares. No assurance can be given that, following completion of the reserved capital increase, HLD, Flat Footed and Leima Valeurs will be able to sell their shares in the Company at a price equal to or higher than the subscription price of the new shares.

1.4 The volatility and liquidity of the company's shares could fluctuate significantly

Stock markets have experienced significant fluctuations in recent years, often unrelated to the results of the companies whose shares are traded. Market fluctuations and economic conditions could increase the volatility of the Company's shares. The market price of the Company's shares could fluctuate significantly in response to various factors and events, including the risk factors described in Chapter 2 "Risk factors" of the 2023 Universal Registration Document, as well as the liquidity of the market for the Company's shares.

The market price of the Company's shares may be subject to significant volatility and may vary depending on a large number of factors beyond the Company's control. These factors include, in particular, the market's reaction to :

• changes in the Group's financial results, forecasts or prospects or those of its competitors from one period to the next;
• unfavourable changes in the political, economic or regulatory situation applicable in the countries and markets in which the Group operates, or legal or administrative proceedings concerning the Group;