Full-year 2025 results

About this update from Moody's Corporation

Solid 2025 results Debt reduction trajectory confirmed Growth objectives for 2025-2028 All tables are available in the PDF.   The audited 2025 financial report, including the annual activity report and the condensed consolidated financial statements as at 31 December 2025, is available on the company's website at www.clariane.com . The consolidated financial statements were approved by the Board of Directors at its meeting on 26 February 2026. A report with unconditional certification is to be issued by the Statutory auditors. The condensed consolidated financial statements have been prepared in accordance with IFRS 16. For comparability purposes, the following financial information is presented without applying IFRS 16. (1)   Wholeco leverage: leverage used in connection with the amendment and extension of the syndicated loan announced on 17 February 2025. Wholeco leverage is calculated using the following formula: Net debt pre-IFRS 16 and IAS 17 after deduction of Ages & Vie receivables i.e €2,987m /consolidated EBITDA restated for the impact of IFRS 16 and IAS 17 and adjusted for certain non-cash items and the full-year effect of ongoing action plans, i.e. €582m. (2)  Operating free cash flow is calculated as follows: EBITDA +/– change in working capital +/- non-current items – maintenance investments – interest and taxes paid. (3)   The Net Promoter Score (NPS) is calculated on the basis of satisfaction surveys and corresponds to the percentage of promoters (scores of 9 and 10/10) minus the percentage of detractors (scores of 0 to 6/10). (4) Opco EBITDA is defined as follows: EBITDA (1) after capitalised leases in accordance with IFRS 16 (including leases already capitalised prior to the application of IFRS 16, under IAS 17) and (2) restated for the impact of the Group's real-estate holdings. These impacts mainly consist of market rents associated with real-estate assets held, as defined in the Cushman & Wakefield report on the valuation of the Group's real-estate portfolio, as well as operating costs associated with real-estate holdings (calculated on the basis of the Group's property operating costs). * With a comparable balance sheet structure Sophie Boissard , Chief Executive Officer of the Clariane Group, said: In 2025, we finalised the plan to strengthen our financial position, which was launched in November 2023, six months ahead of schedule. This success enabled us, in line with our objectives, to reduce our level of financial leverage and regain normal access to the debt market, particularly the bond market. In France, after a 2024 financial year and first half of 2025, which were penalised by the entry into force of the new financing framework for medical, post-acute and rehabilitation activities, marked by, on the one hand, ‘tariff anomalies’ and implementation delays and, on the other hand, the underfunding of newly opened facilities, the measures taken by the Group and the corrections agreed by the authorities supported the recovery in operating performance during the second half of the year, a recovery which full effects will materialise as of 2026. At the same time, and in line with its mission, the Group remained more focused than ever on strengthening its fundamentals and preparing for the future, particularly in terms of care and support for all vulnerabilities, with non-financial indicators once again demonstrating the remarkable commitment of all teams: the Net Promoter Score and the number of employees enrolled in training programmes in 2025 exceeded the ambitious targets we had set ourselves, and the frequency of workplace accidents continued to decline. On this basis, and thanks to the impact of the “Better support” operational excellence programme, Clariane has everything it needs to approach the coming financial years with confidence and consolidate its position as a leading European player in the prevention and management of frailty and age-related conditions. Disclaimer This press release and the information contained herein do not constitute an offer to sell or a solicitation of an offer to purchase or subscribe for bonds in any country, particularly in the United States. Nor do they constitute an offer to repurchase or an invitation to sell the bonds, or an invitation to participate in the offer. The distribution of this press release may be subject to specific regulations in certain countries, and persons in possession of this press release should inform themselves of and comply with any applicable restrictions. This document contains forward-looking statements that involve risks and uncertainties, including information included or incorporated by reference, concerning the Group's future growth and profitability, which may cause actual results to differ materially from those indicated in the forward-looking statements. These risks and uncertainties are related to factors that the Company cannot control or accurately estimate, such as future market conditions. The forward-looking information contained in this document constitutes expectations about future events and should be considered as such. Actual events or results may differ from those described in this document due to a number of risks and uncertainties described in Chapter 2 of the 2024 Universal Registration Document filed with the AMF on 31 March 2025 under registration number D.25-0209, available on the Company's website ( www.clariane.com ) and the AMF website (https://www.amf-france.org/fr). All forward-looking statements included in this document are valid only as of the date of this press release. Clariane S.E. makes no commitment and assumes no responsibility to update the information contained in this document beyond what is required by applicable regulations. Readers should not place undue reliance on these forward-looking statements. Neither Clariane nor any of its directors, officers, employees, agents, affiliates or advisers accepts any responsibility for the reasonableness of the assumptions or opinions expressed or the likelihood of the projections, prospects or returns being realised. Any liability for such information is expressly excluded. Nothing in this document is, or should be considered, a promise or statement for the future. Furthermore, no statement contained in this document is intended to be, or can be interpreted as, a forecast of results. Clariane's past performance cannot be considered a guide to future performance. The main alternative performance indicators (APIs), such as "EBITDA", "EBIT", "net debt" and "financial leverage", are defined in the Universal Registration Document available on the company's website  www.clariane.com .   1 - Key financial performance indicators as of 31 December 2025 1.1 - Group income statement 1.1.1 - Analysis of revenue on a reported and organic basis As at 31 December 2025, the Group's consolidated revenue amounted to €5,310m , representing growth of +0.5% on a reported basis and +4.5% on an organic basis . The difference between reported and organic performance is due to the impact of disposals in 2024 and 2025 as part of the plan to strengthen the Group's financial position, restated for real-estate revenue and the revision of expected income from the reform of healthcare activities in France. This momentum confirms the Group's solidity, which is underpinned by the quality of its diversified portfolio, both in terms of activities and geographies. Over the whole of the 2025 financial year, the occupancy rate in retirement homes reached 91.0%, compared with 90.6% in 2024. It should be noted that the average occupancy rate for the fourth quarter of 2025 was 91.6%, compared with 91.0% for the same period in 2024. The network operated as at 31 December 2025 , all activities combined, now comprises 1,215 facilities , compared with 1,219 as at 31 December 2024, for a total of nearly 89 , 400 beds , compared with 90,500 in 2024. These changes take into account: These operations were partially offset by: In total, between December 2024 and December 2025, the Group sold or closed 34 facilities, while at the same time opening 30 new facilities. The growth in revenue resulted from: 1.1.2 - Analysis of pre-IFRS 16 EBITDAR , pre-IFRS 16 EBITDA and opco EBITDA (1) Opco EBITDA is defined as follows: EBITDA (1) after capitalised leases in accordance with IFRS 16 (including leases already capitalised prior to the application of IFRS 16, under IAS 17) and (2) restated for the impact of the Group's real-estate holdings. These impacts mainly consist of market rents associated with real-estate assets held, as defined in the Cushman & Wakefield report on the valuation of the Group's real-estate portfolio, as well as operating costs associated with real-estate holdings (calculated on the basis of the Group's property operating costs). EBITDAR pre-IFRS 16 amounted to €1,159m in 2025, up +3.5% on a pro forma basis excluding disposals. Pre-IFRS 16 EBITDA amounted to €594m for the period, up +3.1% on a pro forma basis excluding disposals. This pro forma increase in pre-IFRS 16 EBITDA reflects the improvement in the margin recorded in the second half of the year, which stood at 12.5% compared with 9.9% in the first half of 2025 and 11.9% in the second half of 2024 , supported by good control of operating costs, active case mix management and the gradual adaptation of the organisation to the new pricing framework, which, together with the correction of certain regulatory pricing anomalies, started to offset the negative impact of the reform of healthcare pricing in France over this period. On a pro forma basis, the EBITDA margin remained stable at 11.2%. The change in pre-IFRS 16 EBITDA is the result of: Opco EBITDA amounted to €351m, up +3.9% on a pro forma basis excluding disposals and down -4.0% on a reported basis. This Opco EBITDA measures the profitability of operations, net of all rents (including on real-estate assets owned by the group) and costs related to the group's ownership of part of its real-estate portfolio under management. This growth reflects the improvement in the company's operational performance across its various business lines. and good control of rents in relative terms, which remained stable in absolute terms. 1.1.3 - Net profit Over the year as a whole, the Group's net profit, pre-IFRS 16, showed a positive result of €36 million , compared with a loss of €20 million in 2024. The change is essentially explained by: Profit from continuing operations stands at €36 million in 2025 compared to €5 million in 2024. Net profit attributable to the Group, post-IFRS 16, shows a profit of €2 million in 2025, compared with a loss of €55 million in 2024. The Group notes that the terms of the amendment and extension agreement to the syndicated loan signed on 14 February 2025 limit dividend distributions to 40%, provided that leverage is less than 4x at the end of the financial year. In this context, the Group will not pay a dividend for the 2025 financial year. 1.2 - Cash flow Net debt shows a decrease of €408m as at 31 December 2025 (including IAS 17). Excluding IAS 17, the decrease in net debt amounts to €390m . This decrease in net debt is mainly due to: 2 - Real-estate portfolio The value of the Group's real-estate portfolio stood at €2,459 million at 31 December 2025, compared with €2,612 million and €2,456 million on a pro forma basis excluding disposals at 31 December 2024. This change is due to disposals made during the financial year. On a like-for-like basis, values are stable. The average capitalisation rate in 2025 is 6.5%, which is stable compared to 31 December 2024. This change has no significant impact on the valuation of assets in the Group's accounts, which are recorded at historical cost. Real-estate debt fell to €1,423m at 31 December 2025, compared with €1,489m at 31 December 2024, after restatement of Ages&Vie real-estate receivables. With a real-estate portfolio value of €2,459m at 31 December 2025, the Loan-To-Value (LTV) ratio stands at 58% on that date, compared with 57% at 31 December 2024. The value of the Group's real-estate holdings, net of minority interests in real-estate partnerships and real-estate debt, stood at €471m at the end of December 2025. 3 - Balance sheet situation The Group's net financial debt, excluding IFRS 16 and IAS 17, amounted to €3,055m as at 31 December 2025, compared with €3,445m as at 31 December 2024, representing a decrease in net financial debt (excluding IFRS 16 and IAS 17) of €390m . Net financial debt consists of: The Group's Wholeco financial leverage ratio , as defined in the syndicated credit extension agreement announced on 17 February 2025, stands at 5.1x as at 31 December 2025, compared with 5.8x as at 31 December 2024. Opco leverage, as defined in its bank financing agreements, stood at 3.1x as at 31 December 2025, compared with 3.8x as at 31 December 2024. 4 - Finalisation of the 2024-2025 Plan to strengthen the financial position This plan, announced on 14 November 2023, involving a total amount of €1.5 billion, aimed to secure and accelerate Clariane's debt reduction trajectory and enable the Group to adapt its financial position to an economic environment made more difficult by the level of inflation, rising interest rates and tightening credit and real-estate markets, and finally to give it room for manoeuvre in the execution of its strategy. With the successful completion on 5 July 2024 of the capital increase with preferential subscription rights, which followed the reserved capital increase carried out on 12 June 2024, the first three components of this plan were finalised eight months after its launch. The fourth and final phase of this plan, consisting of a programme of disposals of operating and real-estate assets and equity partnerships aimed in particular at refocusing its activities geographically, with expected gross proceeds of approximately €1 billion, was completed in the first half of 2025 , six months ahead of the initial schedule based on a valuation ratio of around 14x EBITDA, while enabling the Group to refocus on its core businesses and geographies. Net capital gains associated with the asset disposal programme amounted to €185 million in 2025 . In line with expectations, the completion of this plan has fully contributed to the Group's debt reduction objectives, improved its Wholeco financial leverage and restored normal access to the debt market. 5 - CSR performance As part of the non-financial objectives and indicators defined in the 2024-2026 CSR roadmap, which underpin its corporate mission commitments, Clariane exceeded most of its 2025 non-financial objectives: To support this momentum, several milestones were reached in 2025, both in terms of embedding the quality approach and further developing the Employer Promise, as well as reducing the environmental footprint: The company notes that the Mission Committee will prepare its third report to assess the consistency of the actions taken in relation to the five commitments of the mission.   6 - Recent events 6.1 - Reorganisation of Clariane's activities To address the public health challenges associated with an ageing population and the increase in chronic diseases, Clariane has developed diversified and complementary forms of support and care in its various geographical areas, which will in future be organised around the following two activities: On this basis, the table below reflects the Group's performance on a historical basis and on the basis of the new segmentation of the Group's activities: 6.2 - Plan to adapt the Group's central functions in Germany In spring 2025, Korian Germany launched a programme to reduce non-refinanced payroll costs, resulting in the elimination of 111 positions within central functions (head office) and 69 positions within the network. The project was presented to the social partners on 3 July 2025. Negotiations on the social plan took place in parallel for seven legal entities. The agreement was signed at the end of October 2025. In central functions, redundancies were implemented in two stages: The effects of these measures measures contributed in part to the improvement in the Group's results in Germany at the end of 2025. Their full effect should be felt in 2026. 6.3 - Employment Protection Plan in France At the end of 2023, Clariane launched a plan to strengthen its financial position with the aim of reducing its debt and restoring its self-financing capacity on a sustainable basis. This plan, finalised in July 2025, resulted in the sale of assets worth approximately €1 billion. In addition, the sector underwent a profound transformation of its economic model, marked in particular by the reform of the financing of medical, post-acute and rehabilitation activities and mental health activities in France. These changes, combined with the roll-out of the programme to digitise and automate certain transactional functions (Platform 2.0 programme), made it essential to reorganise support functions to maintain an effective level of support consistent with the new network structure. In this context, on 3 February 2026, the Group presented its social partners with a draft Employment Protection Plan (PSE), including an initial voluntary redundancy phase, exclusively within support functions in France. This plan provides for a net reduction of 71 jobs. This plan does not affect the Group's operational activities in France, namely Korian Long-term Care, Inicea clinics and Âges & Vie shared accommodation. The impact of this plan will be felt gradually during the 2026 financial year and in full from 2027 onwards. 6.4 - Inaugural corporate ratings On 25 February 2026, S&P Global Ratings assigned the following ratings: On 25 February 2026, Moody's assigned the following ratings: Obtaining these ratings from the agencies marks an important step in the Group's financing strategy. 7 - Outlook 7.1 - 2023-2026 objectives The Group reiterates its main objectives for the period from 1 January 2023 to 31 December 2026: In order to achieve these objectives, and given the finalisation of the plan to strengthen its financial position, the Group will rely mainly on: With regard to non-financial indicators , restated for the effects of the scope of consolidation related to the disposal plan, the Group reiterates its 2023-2026 objectives: Continue to implement the low-carbon energy decarbonisation strategy as validated by the Science-Based Target initiative (SBTi), leading to a 27% reduction in energy-related greenhouse gas emissions 4 . 7.2 - Growth objectives for 2025-2028 Following the successful implementation of the various components of its plan to improve its financial position, the Group today announces its main objectives for the period 2025-2028 : This significant improvement in pre-IFRS 16 EBITDA and opco EBITDA over the entire period should be supported by: * With a comparable balance sheet structure 8 - Meeting and conference call: In connection with the publication of its 2025 results, Clariane will hold the following on 27 February 2026: Chateauform’ Les Jardins de Saint Dominique – 49-51 rue Saint Dominique, 75007 Paris A replay of this conference call will be available by following the link here The presentation supporting this event will be available on the Clariane website www.clariane.com on 27 February 2026 from 10:00 a.m. (CET). 9 - Upcoming events APPENDICES 10 - Performance by geographical area 10.1 - France Revenue in France rose by 2.6% on an organic basis over the full period. The decline on a reported basis is due to the impact of various disposals since 2024 as part of the plan to strengthen the financial position. Taking these factors into account, pre-IFRS 16 EBITDAR amounted to €458 million for the financial year, compared with €517 million in 2024, representing a pro forma decline of 7.0% based on disposals. This decline is mainly due to the impact of the reform of the Specialised Healthcare Facilities and Services business, the delay in annual indexation in this business and the impact of influenza during the first quarter of 2025. 10.2 - Germany Revenue in Germany improved by +8.0% on an organic basis in 2025, supported by steady growth in business volume and continued price recovery. EBITDAR in this region amounted to €315 million in 2025, up 18.4% on a pro forma basis . Negotiated price increases, combined with the Group's efforts, enabled Clariane to confirm its recovery in this region, with a 270 basis point increase in EBITDAR margin compared to 2024. 10.3 - Belgium and the Netherlands Growth remains strong in the region, with revenue up +5.0% on an organic basis in 2025. In Belgium, revenue in 2025 amounted to €675m, up +3.8% on an organic basis . In the Netherlands, revenue in 2025 stood at €171 million, up +10.4% on an organic basis . Taking these factors into account, and given the limited impact of inflation on costs, pre-IFRS 16 EBITDAR for the region as a whole is expected to reach €197 million in 2025, up +9.9% on a pro forma basis excluding disposals compared with 2024. On this basis, the EBITDAR margin increased by +100 basis points over the period to 23.3%. 10.4 - Italy The Italian market remained buoyant throughout the year, with organic revenue growth of +2.4 %. The slight contraction of -1.3% on a reported basis was due to disposals made as part of the plan to strengthen the Group's financial structure. EBITDAR in Italy is expected to reach €135m in 2025, up +3.3% on a pro forma basis . The EBITDA margin is expected to increase by +30 basis points compared to 2024. 10.5 - Spain and United Kingdom* * Given the completion of the sale of all of the Group's activities in the United Kingdom on 9 April 2024, the Group's performance therefore includes the financial performance achieved in the United Kingdom for the entire first quarter of 2024. The UK business has been fully deconsolidated since 9 April 2024. As a reminder, revenue in the UK amounted to €17m as at 9 April 2024, the date of the sale of all of the Group's assets and activities in that country. Revenue in Spain amounted to €267 million in 2025, up +7.8% on an organic basis (+7.1% on a reported basis). EBITDAR in this region amounted to €53m in 2025, up +4.0% on a pro forma basis . On this basis, the EBITDAR margin fell slightly by -70 basis points to 19.9%. On a pro forma basis and excluding real-estate activities, the EBITDAR margin improved by 100 basis points. 11 - Performance by activity 11.1 - Historical segmentation of the Group's activities 11.1.1 - Long-term Care The Long-term Care business, which accounts for 64% of the Group's activity , generated revenue of €3,387m in 2025 , compared with €3,281m in 2024 (which included revenue from the UK business), representing an increase of +3.2% on a reported basis and +4.8% on an organic basis . This organic growth is based both on the continued increase in business volume, reflected in the rise in the occupancy rate, which averaged 91.0% over the full year, compared with 90.6% in 2024, and on an increase in rates. It should be noted that the average occupancy rate for the fourth quarter of 2025 was 91.6%, compared with 91.0% for the same period in 2024. 11.1.2 - Healthcare facilities and services The Healthcare Facilities and Services business generated revenue of €1 , 287m in 2025, representing 24% of the Group's revenue, up +1.8% on an organic basis . Taking into account the scope effect linked to the plan to strengthen the financial position, in particular the sale of the Home Hospitalisation business, and adjustments made to certain provisions in France in the first half of 2025, revenue fell by 4.4% on a reported basis. 11.1.3 - Home and alternative living environments Revenue from the Community Care business amounted to €636 million in 2025, representing 12% of the Group's revenue , up +8.7% on an organic basis . Taking into account the sale of Petits-fils on 30 July 2025 and certain small disposals in Germany and Italy, the business declined by 2.8% on a reported basis. 11.2 - New segmentation of the Group's activities 11.2.1 - "Long term care" business The "Long term care" business, which includes the "Medicalized nursing homes" and "Alternative living solutions" segments, represents 76% of the Group's business and generated revenue of €4,023m in 2025, compared with €3,936m in 2024 (which included revenue from the UK business), representing an increase of +2.2% on a reported basis and +5.4% on an organic basis . 11.2.2 - “Specialty care” business The “ Specialty care” business, which includes the Medicalized & post-acute and Mental Health segments, generated revenue of €1 , 287 million in 2025, representing 24% of the Group's revenue , up +1.8% on an organic basis . Taking into account the scope effect related to the plan to strengthen the financial position, in particular the sale of the Home Hospitalisation business, and adjustments made to certain provisions in France in the first half of 2025, revenue declined by 4.4% on a reported basis. 12 - 2023, 2024 and 2025 data on a pro forma basis of disposals The pro forma is presented taking into account impact of disposals on a full-year basis. *Basis of the 2023-2026 target improvement of 100 to 150 basis points in the EBITDA margin, pre-IFRS 16, pro forma for disposals and excluding real-estate development **Basis of the 2025-2028 growth objectives Consolidated accounts as at 31 December 2025   Income statement Balance sheet Cash flow 1 By the end of 2023, based on 2019 figures 2 By the Top Employer Institute 3 energy-related CO2 emissions 4 Compared to 2021 5 The historical figures for 2025 on a pro forma basis are presented in Appendix 12 to this press release: ‘Pro forma figures for 2023, 2024 and 2025 based on disposals’ Attachments

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