Additional Information on the Compensation and the Financial Conditions of the Termination of Mr. Yves Le Masne as CEO of ORPEA

Rhea-AI Summary

The Board of Directors of ORPEA has decided on the financial terms following the termination of CEO Yves Le Masne. For 2021, his annual variable compensation totals €563,666.67, pending shareholder approval, which the board recommends rejecting. Le Masne forfeits his rights to performance shares from 2019-2021 and will not receive severance pay. The 2022 compensation policy will provide only a prorated fixed salary until January 30, 2022. ORPEA is a global leader in dependency care services, listed on Euronext Paris (ORP).

Positive

• ORPEA remains a leader in dependency care services, providing a stable sector presence.
• The decision to suspend variable compensation demonstrates accountability and responsiveness to stakeholder concerns.

Negative

• Potential shareholder discontent may arise from the board's recommendation to reject Le Masne's compensation, signaling instability.
• Le Masne's loss of performance share rights could impact executive motivation and retention strategies.

PUTEAUX, France--(BUSINESS WIRE)-- Regulatory News:

In addition to the financial conditions of the termination of Mr. Yves Le Masne as Chief Executive Officer of ORPEA (Paris:ORP) as decided by the Board of Directors and published on January 30, 2022, the Board of Directors of April 28, 2022 took the following decisions on the recommendations of the Appointments and Remuneration Committee.

They take into account, in particular, the crisis faced by the Group and its stakeholders since the publication of a book containing allegations of dysfunctions.

i) 2021 Annual variable compensation

On the basis of the quantifiable and qualitative criteria set out in the compensation policy approved by the 2021 Shareholders' Meeting, the gross annual variable compensation of Mr. Yves Le Masne for the fiscal year ending December 31, 2021 would amount € 563,666.67.

The payment of this variable annual compensation to Mr. Yves Le Masne is subject to the approval of the resolution relating to the 2021 compensation of the Chief Executive Officer, which will be submitted to the 2022 Shareholders' Meeting, in accordance with Article L. 22-10-34 of the French Commercial Code.

The Board of Directors will recommend shareholders not to approve such resolution. If such resolution is rejected, no variable compensation will be paid to him.

ii) 2019, 2020 and 2021 performance shares plans

The Board of Directors has decided not to exercise its option to waive the presence condition in certain performance share plans.

Mr. Yves Le Masne has therefore lost all vested rights as of the date of termination of his CEO duties under the 2019, 2020 and 2021 plans.

iii) Compensation policy for 2022

The Board of Directors has decided not to provide for a severance payment in the compensation policy applicable to Mr. Yves Le Masne as from January 1, 2022. Subject to the approval by the Shareholders' Meeting 2022 of this remuneration policy, Mr. Yves Le Masne will not receive any indemnity for the termination of his CEO duties.

It is reminded that Mr. Yves Le Masne does not benefit from any specific supplementary pension scheme or indemnities in consideration of a non-competition undertaking.

It is also recalled that the 2022 compensation policy would only provide for the granting to Mr. Yves Le Masne of the fixed part of his annual compensation on a prorata temporis basis, to the exclusion of any variable compensation, in addition to the other benefits of any kind enjoyed by Mr. Yves Le Masne (unemployment insurance, company car and application of the collective provident and health plans) until January 30, 2022.

About ORPEA (www.orpea-corp.com)

Founded in 1989, ORPEA is one of the world leaders in Dependency care (nursing homes, assisted living, post-acute and rehabilitation hospitals, mental health hospitals, home care services)

ORPEA is listed on Euronext Paris (ISIN code: FR0000184798) and is a member of the SBF 120, STOXX 600 Europe, MSCI Small Cap Europe and CAC Mid 60 indices.

View source version on businesswire.com: https://www.businesswire.com/news/home/20220616005763/en/

Investor Relations

ORPEA

Benoit Lesieur

Investor Relations Director

b.lesieur@orpea.net

Investor Relations

NewCap

Dusan Oresansky

Tel.: +33 (0)1 44 71 94 94

orpea@newcap.eu

Media Relations

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Charlotte Le Barbier

Tel.: +33 (0)6 78 37 27 60

clebarbier@image7.fr

Caroline Simon

Tél.: +33(0)6 89 87 61 24

Caroline.simon@image7.fr

Source: ORPEA

FAQ

What was the decision regarding Yves Le Masne's compensation at ORPEA?

The Board of Directors stated that Yves Le Masne's variable compensation of €563,666.67 for 2021 requires shareholder approval, which they recommend rejecting.

Will Yves Le Masne receive severance pay after leaving ORPEA?

No, the Board decided not to include a severance payment in the compensation policy for Yves Le Masne.

What impact does the termination of the CEO have on ORPEA's stock?

The termination may create uncertainty among shareholders, affecting stock performance and investor confidence.

Which performance shares did Yves Le Masne lose after his termination?

Yves Le Masne forfeited all vested rights under the performance share plans for 2019, 2020, and 2021.

How does ORPEA's leadership change affect its business operations?

Leadership changes can lead to operational shifts; however, ORPEA aims to maintain its position as a leader in the dependency care sector.