2025 HALF-YEAR
FINANCIAL REPORT




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TABLE OF CONTENTS


CHAPTER 1. HALF-YEAR MANAGEMENT REPORT ......................................................3
1.1MESSAGE FROM THE CHIEF EXECUTIVE OFFICER ........................................................................................ 3
1.2 ACTIVITIES OF THE CLARIANE GROUP IN THE FIRST HALF OF 2025 ................................................................ 4
1.3 REVIEW OF CONSOLIDATED RESULTS AND FINANCIAL POSITION AT 30 JUNE 2025 ......................................... 7
1.4 SIGNIFICANT EVENTS SINCE 30 JUNE 2025 ............................................................................................. 13
1.5 RISK FACTORS .................................................................................................................................... 13
1.6 RELATED-PARTY TRANSACTIONS .......................................................................................................... 155
1.7 OUTLOOK ........................................................................................................................................ 188

CHAPTER 2. CONDENSED HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS
AT 30 JUNE 2025 ....................................................................................................... 20
2.1 CONDENSED HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS AT 30 JUNE 2025 ................................. 200
CONSOLIDATED INCOME STATEMENT .......................................................................................................................................... 20
CONSOLIDATED STATEMENT OF FINANCIAL POSITION ............................................................................................................... 21
CONSOLIDATED STATEMENT OF CASH FLOWS .......................................................................................................................... 222
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY .............................................................................................................. 233
NOTES TO THE CONDENSED HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS.............................................................. 244
2.2 STATUTORY AUDITORS’ REVIEW REPORT ON THE HALF-YEAR FINANCIAL INFORMATION .............................. 8888

CHAPTER 3 STATEMENT BY THE PERSON RESPONSIBLE FOR THE HALF-YEAR
FINANCIAL REPORT ................................................................................................... 90




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CHAPTER 1. HALF-YEAR MANAGEMENT REPORT
1.1 Message from the Chief Executive Officer

In the first half of 2025, we completed the plan to strengthen our financial position six months
ahead of schedule. We carried out disposals on good terms, obtaining high valuation multiples.
Through that plan, our Group has significantly strengthened its balance sheet and shareholder
structure, and regained normal access to the debt market, as shown by our successful bond
issue in June. These various transactions mean that we can repay our revolving credit facility in
full.

Since the second quarter, our Long-Term Care business saw good momentum in all countries,
and the occupancy rate was over 91% at the end of July.

Despite the good business momentum of our healthcare activities in all countries, in France we
were penalised by the way in which the government’s new framework for financing medical,
post-acute and rehabilitation activities was introduced. This resulted in implementation delays
and pricing errors that adversely affected our financial performance in the first half.

In the second half of the year, we will benefit from the corrective measures we have
implemented as part of the reform of medical, post-acute and rehabilitation activities, through
active management of the case mix and the adjustment of care organisations. The Long-Term
Care business will benefit from the positive momentum in occupancy rates and the full impact
of tariff increases in Germany. We are also deploying an adjustment plan designed to align our
central organisation with our post-disposal scope and leverage the benefits of the digital
transformation that we began more than a year ago.

With the quality of our geographical positions and business activities, and above all with the
outstanding commitment of our people, whom I would like to commend, we will continue our
transformation in order to address new healthcare challenges and support the patients and
careers who place their trust in us.
Sophie Boissard, Chief Executive Officer of Clariane




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1.2 Activities of the Clariane Group in the first half of 2025

1.2.1 SIGNIFICANT EVENTS IN FIRST-HALF 2025


Plan to strengthen the Group's financial structure

The €1.5 billion plan to strengthen the Group's financial structure announced on 14 November
2023 (the “Refinancing Plan”), was finalised six months ahead of schedule with the
announcement of the disposal of the Petits-fils home care services network on 12 June 2025. The
Refinancing Plan aimed to secure and accelerate Clariane’s debt reduction and benefit from
a financial structure taking into account to a more challenging economic environment due to
inflation, rising interest rates and tighter debt and real estate markets, and, ultimately, to provide
room for manoeuvre in the execution of its strategy.

Following the completion of the first two stages of the Refinancing Plan in December 2023
(signature of two real estate partnerships with Predica: ”Gingko” for €140 million and ”Juniper”
for €90 million, repaid in April 2024 when Clariane sold its UK business; arrangement of a
€200 million real estate bridge loan, fully repaid in 2024) and the successful capital increase with
preferential subscription rights completed on 5 July 2024 after the reserved capital increase
carried out on 12 June 2024, the first three components of this plan were completed by the end
of the 2024 financial year.

On 12 June 2025, the Group announced that it had signed an agreement for the disposal of its
Petits-fils network to Crédit Agricole Santé & Territoires, for a gross disposal (enterprise) value of
€345 million. The transaction closed on 29 July 2025. The disposal of the Petits-fils network, the
terms of which were set following a competitive process, enabled the Group to complete the
fourth and final stage of the Refinancing Plan, comprising a disposal programme for operating
and real estate assets either through outright sales or partnerships, with the intention of refocusing
the Group's business activities geographically and raising around €1 billion in gross disposal
proceeds before the end of 2025.

The successful completion of the asset disposal programme six months ahead of schedule
represents the final stage of the Refinancing Plan. The capital gains generated by the asset
disposal programme (including the disposal of the Petits-fils network) are estimated at more than
€200 million over full-year 2025, and will help to pay down the Group's outstanding debt, in line
with the mandatory early repayment clauses in the syndicated loan.




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New financing
Amendment and extension of the syndicated loan

On 14 February 2025, the Group amended and extended its syndicated facility, comprising a
term loan and a revolving credit facility with final maturities of May 2029, subject to the fulfilment
of certain conditions relating to the refinancing of the Group’s bonds, with interim maturities
scheduled for 28 February 2027 and 31 May 2028, for an amount of €625 million.

The documentation for this renewed syndicated facility includes the following commitments:

- the replacement of the operating leverage ratio by a Wholeco consolidated leverage ratio;
- amendment to the mandatory early repayment clause linked to proceeds from asset
disposals currently being carried out by the Group. The repayments are now capped at 40%
of the net proceeds from disposals (instead of 75% previously) for the remaining disposals to
be completed during 2025, within a cumulative limit of €700 million;
- a reduction by May 2026, in the amount of the €625 million syndicated credit facility, as
follows: (i) the term loan of €340 million in February 2025 (€338.2 million at 30 June 2025)
reduced to €300 million; (ii) the revolving credit facility of €492.5 million (€490.8 million at 30
June 2025, currently fully drawn down), reduced to €325 million;
- the option for the Group to extend the maturities to May 2029, subject to the following
conditions: repayment, refinancing or extension of maturities of (i) €300 million of debt
maturing in 2027 before 28 February 2027 (initial maturity), and (ii) €480 million of debt
maturing in 2028 before 30 May 2028. In both cases, the revolving loan must be fully undrawn
on the extension dates;
- addition of a €300 million minimum half-yearly liquidity covenant;
- the dividend payout restrictions introduced in July 2023 continue to apply, with no distributions
permitted as long as the Wholeco leverage ratio remains above 4.0x at the reporting date
(instead of 3.5x previously for Opco leverage) and payouts capped at 40% of net profit;
- no redemption of hybrid instruments with debt as long as the Group's Wholeco leverage
remains above 5.0x (instead of 3.5x previously). The instruments can only be redeemed
through refinancing based on capital or other hybrid instruments;
- the Group also announced that the syndicated loan was to be indexed to environmental,
social and governance (ESG) targets. In line with its ESG ambition and the core position of
ESG in its strategy, the financial terms of the syndicated loan will be indexed to non-financial
indicators relating to enrolment on qualifying training paths, occupational health and safety,
and ISO 9001 certification audits. At the date of this report, the targets for year-end 2025 have
been set and a rendez-vous clause ensures new targets will be set for the remaining years
(notably following the completion of the disposal programme). The margin on the syndicated




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loan will be adjusted upwards or downwards depending on whether the non-financial targets
are met by certain dates.




€150 million real estate bridge loan

At the same time, Clariane announced the signing of a new secured real estate loan with Caisse
Régionale de Crédit Agricole Mutuel de Paris et d'Ile de France, LCL, Crédit Agricole Corporate
and Investment Bank and CIC Est, whose main features are as follows:

- amount: €150 million;
- maturity: similar to the syndicated loan, with an amortisation for €15 million per annum from
May 2026;
- purpose: this loan will be used to finance and refinance the Group's real estate investments;
- collateral: the lenders benefit from the following collateral (i) pledge under Luxembourg law
by the Company of 100% of the shares in CHL 1, (ii) pledge under Luxembourg law by CHL 1
of 100% of the shares in CHL 2, (iii) pledge under French law by CHL 2 of 100% of the shares in
Clariane Holding Immobilier 1.




€400 million bond issue

On 24 June 2025, Clariane announced the successful completion of an unsecured bond issue
for a total amount of €400 million, maturing in five years (27 June 2030), contributing to extending
the average maturity of its debt, with an annual coupon of 7.875%. The bond issue attracted
significant interest from a large number of Tier 1 institutional investors, both French and
international. The order book reached an amount in excess of €1.2 billion, i.e., more than three
times oversubscribed.




The Refinancing Plan completed in the first half of 2025 was notably designed to restore
Clariane’s normalised access to debt markets. This has been achieved through this market
issuance, which enables Clariane to extend its maturities and demonstrates the support of
investors and financial partners for Clariane's strategy of reducing debt and strengthening its
balance sheet.

The net proceeds from this bond issue will be used to refinance existing debt (including the
redemption of its OCEANE bonds).




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Settlement-delivery and admission of these bonds to trading on the Euronext Dublin Global
Exchange Market took place on 27 June 2025.




Clariane signs a green energy purchase agreement

Clariane aims to reduce its greenhouse gas emissions from energy use and refrigerants (Scopes
1 & 2) by 46% by 2031 compared to 2021. On 27 May 2025, the Group announced the signature
of its first renewable electricity Virtual Power Purchase Agreement (VPPA) with IGNIS, a
recognised European player in sustainable energy solutions. This marked a significant step
towards achieving the target, which was validated by the Science Based Targets initiative (SBTi)
in June 2024.

This VPPA, which will take effect in August 2026 for a period of 10 years, involves the construction
of a solar power plant in Italy. It will ultimately supply 16.5 GWh of renewable electricity annually,
equivalent to the consumption of approximately 40 of the Group's Italian sites.

Through this project, Clariane is securing a supply of green electricity while supporting the local
development of new renewable infrastructure. This approach strengthens the Group's climate
resilience strategy, alongside decarbonisation efforts at its facilities (energy management, on-
site photovoltaics, connections to district heating networks, etc.).




1.3 Review of consolidated results and financial position at 30 June 2025
The indicators presented are those monitored by the Group’s operating management, notably
revenues and EBITDAR (Earnings Before Interest, Taxes, Depreciation, Amortisation and Rent).


EBITDAR, which is calculated based on the Group’s income and expenses from ordinary
operations, measures the Group’s operating performance. This indicator is used in the industry
to exclude the impact of real estate policies when assessing operating performance.


The comments below are based on the financial statements presented prior to the application
of IFRS 16, for purposes of year-on-year comparison.




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1.3.1 FIRST-HALF 2025 RESULTS
The Group’s consolidated revenue in the first half of 2025 totalled €2,656 million, representing
reported growth of 0.8% and 2.8% proforma (adjusted for disposals). The difference between
reported growth and proforma growth (adjusted for disposals) arises from the impact of disposals
carried out in 2024 and 2025 as part of the plan to strengthen the Group’s financial position.
Adjusted for property development revenue and the revision of expected revenue with respect
to healthcare reforms in France, the Group’s organic growth was 4.8%.
That performance confirms the relevance of the Group’s strategy and business model, which is
based on a diversified portfolio of businesses and geographical markets.
At 30 June 2025, the network consisted of 1,225 facilities, versus 1,219 at 31 December 2024 and
1,217 at 30 June 2024, representing almost 91,000 beds. The number of facilities June 30, 2025,
takes into account:

- Disposals carried out as part of the plan to strengthen the Group’s financial position (in the
UK, France, Italy, Spain and Germany);

- The disposal of Essentielles in France;

- Closures and restructuring of facilities in Germany, Spain and Belgium.

- The above factors were partly offset by:

- Openings of new Ages&Vie shared housing facilities in France;

- Openings of new facilities in Spain, Belgium, the Netherlands, France and Germany.

Overall, the Group has sold or closed 12 facilities since 1 January 2025, while during the same
period it has brought into service 18 modern facilities, representing additional net capacity of
almost 450 beds.

On that basis, the Group’s 65,000 healthcare professionals cared for around 570,000 residents
and patients in the first six months of the year.

Reported revenue growth of 0.8% resulted from:

- Higher volumes, which had a positive impact of 1.3% and boosted revenue by a net €34
million (increase in occupancy rates, higher number of days billed in mature networks and
additional capacity coming onstream);

- Price increases had a positive impact of 3.5% and boosted revenue by €89 million across all
regions, despite a temporary negative impact related to the new healthcare pricing
framework in France as part of the introduction of reforms to medical, post-acute and
rehabilitation activities;

- Changes in scope had a negative impact of 2.6%, reducing revenue by €70 million;




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- Miscellaneous effects (revenue impact expected from the reform of healthcare pricing in
France and property development revenue at Ages&Vie) had a negative effect of 1.4%,
reducing revenue by €33 million.

EBITDAR pre-IFRS 16 amounted to €546 million in the first half of 2025, stable (-0.2%) on a proforma
basis (adjusted for disposals) and up very slightly (+0.8%) on a proforma basis and excluding
property development activities.
EBITDA pre-IFRS 16 amounted to €263 million during the period, down 6.0% proforma (adjusted
for disposals) and down 4.1% proforma and excluding property development activities. The
decrease reflects the impact of the healthcare pricing reform in France. The various measures
put in place by the Group to manage the case mix and adjust the organisation in line with the
new pricing framework should offset these negative effects by the end of 2025.

The fall in EBITDA pre-IFRS 16 resulted from:

- The impact of changes in scope arising from the plan to strengthen the Group’s financial
position (-€11 million) and adjustments (+€5 million) resulting in particular from closures in
France, Germany and Italy and small acquisitions in Spain, resulting in a net negative impact
of €6 million;

- Higher prices (+€89 million), particularly in Germany, and an increase in operating expenses
(-€100 million) arising partly from the timetable of wage rises in Germany, resulting in a net
negative effect of €11 million;

- A negative volume effect of €5 million, mainly due to the ramp-up of certain activities.



Taking into account these effects, EBITDA margin pre-IFRS 16, on a proforma basis and excluding
the property business, was 9.9% in the first half of 2025, versus 10.7% in the same period of 2024.




In terms of net profit, Group share pre-IFRS 16, the Group made a loss of €47 million in the first half
of 2025 as opposed to a loss of €28 million in the first half of 2024. That loss includes the costs
associated with the various transactions underway to dispose of assets and refocus the business
portfolio but not the related capital gains, which will be recognised in the second half and are
estimated at above €200 million.

The increased loss resulted from:

- Higher depreciation, amortisation, impairment and provisions, which amounted to €175
million in the first half of 2025 versus €165 million in the year-earlier period;

- An increase in non-recurring expenses, which totalled €54.5 million in the first half of 2025 as
opposed to €27 million in the first half of 2024, including €30 million of reorganisation and


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restructuring costs, €17 million of asset write-downs (with no cash impact) in Germany and
France, and €5 million of net expenses related to disposals, both completed and underway.

These increases in costs were partly offset by:

- An improvement in net financial expense from €96 million in the first half of 2024 to €89 million
in the first half of 2025, resulting from the year-on-year decrease in debt;

- Tax income of €14.6 million in the first half of 2025, up from €3.4 million in the year-earlier period;

- A decrease in non-controlling interests;

- No impact from discontinued operations in the first half of 2025 as opposed to a negative
impact of €24 million in the first half of 2024.

In terms of net profit, Group share post-IFRS 16, the Group made a loss of €59 million in the first
half of 2025 as opposed to a loss of €52 million in the year-earlier period.




1.3.2 SIMPLIFIED INCOME STATEMENT


30.06.2025 IFRS 16 30.06.2025 30.06.2024 IFRS 16 30.06.2024
In millions of euros
incl. IFRS 16 adjustments excl. IFRS 16 incl. IFRS 16 adjustments excl. IFRS 16

Revenue and other income 2,655.8 - 2,655.8 2,636.0 - 2,636.0
Growth% 0.8% - 0.8% 6.1% - 6.1%
EBITDAR 546.2 0.1 546.1 557.2 (2.8) 560.0
% of revenue 20.6% - 20.6% 21.1% - 21.2%
External rents (39.7) 243.8 (283.5) (38.9) 231.2 (270.1)
% of revenue -1.5% - -10.7% 1.5% - 10.2%
EBITDA 506.6 243.9 262.6 518.3 228.5 289.9
% of revenue 19.1% - 9.9% 19.7% - 11.0%
Operating income 72.4 39.0 33.4 121.6 23.1 98.4
% of revenue 2.7% - 1.3% 4.6% - 3.7%
Net financial expense (140.9) (51.9) (89.0) (147.9) (51.8) (96.1)
Pre-tax income/(loss) (68.5) (12.8) (55.6) (26.4) (28.7) 2.3
Attributable net profit/(loss) (58.5) (11.1) (47.4) (52.3) (24.7) (27.6)
% of revenue -2.2% - -1.8% -2.0% - -1.0%




EBITDAR is the Group’s preferred indicator for financial reporting purposes and corresponds to
operating income before lease expenses, charges to depreciation, amortisation and provisions,
other operating income and expenses, and gains and losses on acquisitions and disposals of
consolidated entities in the core operating businesses.

EBITDA excluding IFRS 16 corresponds to EBITDAR excluding IFRS 16 after lease expenses prior to
the application of IFRS 16.




1.3.3 FINANCIAL POSITION
The Group’s real-estate portfolio had a value of €2,608 million as of 30 June 2025, versus €2,672
million as of 30 June 2024 and €2,612 million at 31 December 2024.


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Most of the decline resulted from disposals completed during the period. At constant scope, the
figures are relatively stable. The average capitalisation rate in the first half of 2025 was 6.4%, the
same as the full-year 2024 figure and slightly higher than the first-half 2024 figure of 6.3%.

The change did not have a material impact on the valuation of assets in the Group’s financial
statements, which are recognised at historical cost.

Real-estate debt fell to €1,494 million as of 30 June 2025 as opposed to €1,680 million as of 30
June 2024 and €1,489 million as of 31 December 2024, after adjustments for Ages&Vie
receivables. With its real-estate portfolio valued at €2,608 million as of 30 June 2025, the Loan to
Value (LTV) ratio stood at 57% on the same date versus 63% as of 30 June 2024 and 57% as of 31
December 2024.

The Group’s net debt excluding IFRS 16 and IAS 17 was €3,559 million as of 30 June 2025 versus
€3,771 million as of 30 June 2024, representing a €212 million decrease.

It consisted of:

- Gross borrowings and debt of €4,309 million as of 30 June 2025 as opposed to €4,286 million
as of 30 June 2024 and €3,963 million as of 31 December 2024;
- An increased cash position of €750 million as of 30 June 2025 versus €515 million as of 30 June
2024 and €518 million as of 31 December 2024.



The Group’s Wholeco financial leverage ratio, as defined in the contract to extend the
syndicated credit facility announced on 17 February 2025, was 5.6x as of 30 June 2025 proforma
(adjusted for disposals for which proceeds have been received to date, including Petits-fils) as
opposed to 5.8x as of 30 June 2024 proforma (adjusted for capital increases) and as of 31
December 2024. Opco financial leverage was 3.5x as of 30 June 2025 proforma (adjusted for
disposals for which proceeds have been received to date, including Petits-fils) as opposed to
3.6x as of 30 June 2024 proforma (adjusted for capital increases) and 3.8x as of 31 December
2024.



1.3.4. ESG AND SOCIAL PERFORMANCE

In the first half of 2025, Clariane reached several important milestones relating to the priorities
and targets defined in its 2024-2028 CSR roadmap. The common aim of all its CSR initiatives is to
pursue its mission at all levels of the organisation, in a way that is consistent with the work led by
the Mission Committee.




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- In order to strengthen prevention arrangements relating to occupational health and safety,
to limit work accidents and to help employees maintain their physical and mental well-being,
a European occupational health and safety agreement was signed on 26 June:
o This agreement between Clariane, the European Company Committee (CE-SE), the
European Federation of Public Service Unions (EPSU) and national union organisations
represents a first in Clariane’s sector;
o Following on from the health and safety protocol relating to the prevention of work
accidents signed in November 2021, the agreement is a new milestone in Clariane’s
commitment to a matter that is essential for both employees and the quality of care
provided to patients and residents;
o It includes several formal commitments, and performance with respect to those
commitments will be monitored over a four-year period through specific indicators,
particularly as regards deploying arrangements for listening to employees and providing
them with social and psychological support in all Group establishments and head offices,
preventing violence and protecting employees who have been the victims of violence,
and keeping people with disabilities and older adults in work;
o These initiatives are entirely consistent with the objectives of Clariane’s Mission Committee
in relation to its Consideration commitment, aiming to make greater efforts to prevent work
accidents and to reduce the arduousness of work.
- The Mission Committee’s second report was completed and published in late March 2025. It
sets out the Committee’s opinions of the Company’s initiatives in relation to each of its social
and environmental targets, along with the positive results of the first audit of Clariane as a
purpose-driven company. The report can be viewed on Clariane’s website: (link).
- In line with the 2031 target for reducing greenhouse gas emissions, as validated by the SBTi,
Clariane has signed its first power purchase agreement (PPA) with IGNIS, under which it will
buy 100% renewable electricity. The PPA will take effect in August 2026 and will have a 10-
year term. It is linked to the construction of a solar power facility in Italy, which will eventually
generate 16.5 GWh of electricity per year.
- As part of its efforts to make continuous improvements to the way it manages sustainability,
Clariane has published its Medical, Innovation and Research Policy, which sets out the
Group’s priorities regarding health and care, in connection with its Consideration and
Innovation commitments.




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1.4 Significant events since 30 June 2025
Information on subsequent events is provided in note 14 to the condensed half-year
consolidated financial statements in this Half-Year Financial Report, and includes the
implementation of a new factoring programme for a maximum amount of €95 million, and the
closing of the sale of the Petits-Fils network to Crédit Agricole Santé & Territoires, announced by
the Group on 12 June 2025, which took place on 29 July 2025.




1.5 Risk factors
The Group does not foresee any risks other than those described in chapter 2, “Risk factors” of
the 2024 Universal Registration Document, which was filed with the AMF on 31 March 2025 under
number D.25-0209.


Liquidity risk management
In this context of rising inflation and interest rates, and reduced access to bond markets in 2023,
on 14 November of that year, the Group launched the Refinancing Plan, which was completed
in the first half of 2025, some six months ahead of schedule. The various measures in this plan,
including the strengthening of the Group's equity through an equity-based real estate
partnership, two capital increases carried out in June and July 2024 and the completion of an
asset disposal programme in the first half of 2025, combined with credit lines negotiated with a
banking syndicate and the €400 million bond issue whose settlement-delivery took place on 27
June 2025, enabled the Group to cover its short-term financing needs.

The Group’s liquidity stood at €749.9 million at 30 June 2025.

At 30 June 2025, and for a period of at least 12 months, the Group's liquidity is ensured by:

- the completion of the Refinancing Plan (see section1.2.1 “Significant events in first-half 2025”);

- the amended and extended syndicated loan and the new credit line put in place for
€775 million with final repayments due in May 2029, subject to certain conditions relating to
the refinancing of bond debt, announced by the Group on 17 February 2025 (see section
1.2.1 “Significant events in first-half 2025”);

- the successful unsecured bond issue for a total amount of €400 million, maturing in five years
(27 June 2030) whose settlement-delivery took place on 27 June 2025, contributing to
extending the average maturity of the Group's debt, with an annual coupon of 7.875% (see
section 1.2.1 “Significant events in first-half 2025”).




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Clariane has sufficient working capital to meet its obligations over the next 12 months while
complying with the €300 million minimum liquidity covenant at each half-year and year-end
closing, and at each drawdown date, if any, on the €490.8 million revolving credit facility ("RCF"),
the next such date being the renewal date of 4 December 2025.

Debt maturities in that period represent a cumulative amount of approximately €290 million
(excluding the factoring programme), and mainly correspond to real-estate and Schuldschein
debt.



Risk of breach of financial covenants and management of the Group's cross-default risk
In line with its strategy of strengthening its balance sheet and reducing its financial debt, on 17
February 2025, the Group announced it had adopted, for the syndicated credit facility and the
€150 million real estate loan, a single leverage covenant combining corporate debt and real
estate debt (Wholeco leverage) to replace its two existing ratios: operating leverage (Opco
leverage) and Loan-to-Value. In this respect, leverage targets going forward will be
communicated based on Wholeco leverage and corresponding to the leverage covenant.


Based on the definition of Wholeco leverage (net financial debt excluding capitalised lease
payments1 divided by consolidated EBITDA excluding capitalised lease payments), which must
be below 7.0x at 30 June 2025, 6.5x at 31 December 2025 and 30 June 2026, 6.0x at 31 December
2026 and 30 June 2027, 5.5x at 31 December 2027 and 30 June 2028, and 5.0x from 31 December
2028.


The Group's syndicated facility representing €829 million at the reporting date, whose maturity
was extended from May 2026 to May 2029, subject to certain conditions, for an amount of
€625 million, as announced by the Group on 17 February 2025, as well as the €150 million secured
real estate loan signed in February 2025 with Caisse Régionale de Crédit Agricole Mutuel de Paris
et d’Ile de France, LCL, Crédit Agricole Corporate and Investment Bank, and CIC Est, are subject
to a covenant on the Wholeco consolidated financial leverage ratio.


The €150 million real estate loan signed in February 2025 is also subject to a loan-to-value ratio
at each half-year and year-end closing.


Other bank credit agreements have a covenant whose calculation formula has not been
modified2. Changes in the covenant are notified to these banks every six months.



1Excludes IFRS 16 and IAS 17.
2(Consolidated net financial debt [excl. IFRS 16] - real estate debt)/(EBITDA [excl. IFRS 16] – 5.8% x real estate debt),
with real estate debt restated for receivables from non-consolidated real estate vehicles.


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The Group must also have a liquidity position of €300 million at each half-yearly and year-end
closing and at each drawdown of the revolving loan, where applicable. The undrawn revolving
loan facility is included in the calculation of this €300 million amount of liquidity. This minimum
liquidity covenant was met at 30 June 2025, as the Group had €749.9 million in liquid assets at
the half-year closing. The Group has also undertaken not to draw down the revolving loan for a
period of at least 15 consecutive calendar days before 30 June 2026.


Based on the calculation of the bank covenant on the Wholeco consolidated financial leverage
ratio (net financial debt excluding capitalised lease payments divided by consolidated EBITDA
excluding lease payments), at 30 June 2025, the Group had sufficient headroom in relation to
the 7.0x threshold, representing around €70 million of EBITDA (excl. IFRS 16), or around €485 million
of net debt (excl. IFRS 16), assuming all other calculation inputs remain the same.

The Euro PP, Schuldschein and Namensschuldverschreibung bonds are also subject to
covenants. Investors are notified annually of any changes to covenants.

There have been no changes in the management of the Group's cross-default risk described in
chapter 2, “Risk factors” of the 2024 Universal Registration Document filed with the AMF on 31
March 2025 under number D.25-0209, and described in note 9.2 “Net financial debt” to the
condensed interim consolidated financial statements.

There were no material changes during the first half of 2025 in the other risk factors identified in
chapter 2 "Risk factors" of the 2024 Universal Registration Document filed with the AMF on 31
March 2025 under number D.25-0209.


1.6 Related-party transactions
Details of related-party transactions in the first half of 2025 are disclosed in note 6 to the
condensed half-year consolidated financial statements in this Half-Year Financial Report.


These agreements comply with the regulated related-party agreements procedure, which is
designed to prevent conflicts of interest. In accordance with French law, the agreements were
authorised by the Board of Directors prior to their signature and the Directors concerned did not
take part in the related Board discussions or votes. With the exception of the contract for the
sale of Korian Domiciles shares, which was authorised by the Board of Directors on 9 June 2025
and will be submitted for approval at the next General Meeting, these agreements were
approved by the General Meeting of 14 May 2025.




15
The table below provides further explanations about the agreements concerned. A summary of
these regulated related-party agreements is also available on Clariane’s website.
Date of Type of Parties to Terms
agreement agreement the
agreement
14 February 2025 Amendment - Clariane The amendment and extension of the syndicated
and extension - BNP Paribas loan provides for the following commitments:
- replacement of the operating leverage
of the - CIC
ratio by a Wholeco consolidated leverage
syndicated - HSBC ratio;
loan Continental - amendment to the mandatory early
Europe repayment clause linked to proceeds from
asset disposals currently being carried out
- Société
by the Group. The repayments are now
Générale capped at 40% of the net proceeds from
- all the disposals (instead of 75% previously) for the
lenders listed remaining disposals to be completed
during 2025, within a cumulative limit of
in Appendix 1
€700 million;
of the loan - a reduction of €625 million in the amount of
documentati the syndicated credit facility by May 2026,
on as follows: (i) the term loan representing
€340 million in February 2025 reduced to
€300 million, and (ii) the revolving credit
facility representing €492.5 million reduced
to €325 million;
- the option for the Group to extend the
maturities to May 2029, subject to the
following conditions: repayment,
refinancing or extension of maturities of (i)
€300 million of debt maturing in 2027 before
28 February 2027 (initial maturity), and (ii)
€480 million of debt maturing in 2028 before
30 May 2028. In both cases, the revolving
loan must be fully undrawn on the
extension dates;
- addition of a €300 million minimum half-
yearly liquidity covenant;
- the dividend payout restrictions introduced
in July 2023 continue to apply, with no
distributions permitted as long as the
Wholeco financial leverage ratio remains
above 4x at the reporting date (instead of
3.5x previously for Opco leverage) and
distribution payouts capped at 40% of net
profit;
- no redemption of hybrid instruments with
debt as long as the Group's Wholeco
financial leverage remains above 5.0x
(instead of 3.5x previously). The instruments



16
can only be redeemed through
refinancing based on capital or other
hybrid instruments;
- the Group also announced that the
syndicated loan was to be indexed to
environmental, social and governance
(ESG) targets. In line with its ESG ambition
and the core position of ESG in its strategy,
the financial terms of the syndicated loan
will be indexed to non-financial indicators
relating to enrolment on qualifying training
paths, occupational health and safety,
and ISO 9001 certification audits. The
targets for year-end 2025 have been set
and a rendez-vous clause ensures new
targets will be set for the remaining years
(notably following completion of the
disposal programme). The margin on the
syndicated loan will be adjusted upwards
or downwards depending on whether the
non-financial targets are met by certain
dates.
14 February 2025 Real estate - Clariane The real estate bridge loan notably provides for:
bridge loan - Caisse - Purpose: this loan will be used to finance
and refinance the Group's real estate
Régionale de
investment.
Crédit - Amount: €150 million.
Agricole - Maturity: May 2029, subject to the following
Mutuel de conditions: repayment, refinancing or
extension of maturities of (i) €300 million of
Paris et d’Ile
debt maturing in 2027 before 28 February
de France 2027 (initial maturity), and (ii) €480 million of
- LCL debt maturing in 2028 before 30 May 2028.
- Crédit In both cases, the revolving loan must be
fully undrawn on the extension dates.
Agricole
- Collateral: the lenders benefit from the
Corporate following collateral (i) pledge under
and Luxembourg law by the Company of 100%
Investment of the shares in CHL 1, (ii) pledge under
Luxembourg law by CHL 1 of 100% of the
Bank
shares in CHL 2, (iii) pledge under French
- CIC Est law by CHL 2 of 100% of the shares in
Clariane Holding Immobilier 1.
11 June 2025 Korian - Clariane The agreement for the sale by Clariane France, a
Domiciles - Clariane wholly owned subsidiary of the Company, concerns
all of its shares in Korian Domiciles to Crédit Agricole
share sale France
Santé et Territoire ("CAST"), a subsidiary of Crédit
agreement - Crédit Agricole SA.
Agricole SA The transaction, the terms of which were set
- Crédit following a competitive process, was carried out for
a gross disposal value (enterprise value) of €345
Agricole
million.



17
Santé et The Company is party to the sale agreement as
Territoire guarantor for the representations and warranties
given by Clariane France, which are limited in time.
Crédit Agricole SA is party to the sale agreement as
guarantor of CAST's commitments under the
agreement. The completion of the transaction is
subject to CAST obtaining authorisation from the
French competition authorities.




1.7 Outlook

2025 outlook

For 2025, the Group’s main objective was to complete the plan to strengthen its financial
position, which it has now achieved.

As regards the ongoing improvement in its operational performance and after a transitional first
half, the Group’s results in the second half of the year should benefit from:

- the full effect of the disposal plan;
- an increase in volumes in all geographies and particularly in France, which started at the end
of the first half, both within the mature network and in facilities in a ramp-up phase;
- the full-year effects of price increases and further increases expected in Germany;
- the build-up of efforts to actively manage the case mix and operational adjustments made
to offset the temporary negative effects of the new tariff framework applicable to medical,
post-acute and rehabilitation activities;
- adaptation measures intended to adjust the Group’s central organisation in line with its new
scope following recent disposals and to generate the initial benefits of the digital
transformation that the Group began over a year ago.


Accordingly, in 2025, Clariane confirms that it is aiming for growth in EBITDA – pre-IFRS 16 and
proforma (adjusted for disposals) – of between 6% and 9%, supported by organic revenue
growth of around 5%.

In addition, gradually improving cash flow generation and improving debt levels remain the
Group’s top priorities.

Accordingly, the Group will keep maintenance capex at a normal level of around €100 million
and its development capex at around €200 million.




18
Lastly, the Group confirms its target of reducing the Wholeco financial leverage ratio to below
5.5x at end-2025.

As regards non-financial indicators and adjusted for changes in scope resulting from the disposal
plan, the Group has set the following targets for 2025:

- Maintain a Net Promoter Score of at least 40 among residents, patients and families;

- Continue having more than 7,000 staff members enrolled in training courses leading to
qualifications, in line with the Group’s purpose-driven commitments;

- Reduce the lost time accident frequency rate to 30;

- Continue implementing the low-carbon energy strategy, as recently validated by the Science
Based Targets initiative (SBTi), leading to a 22% reduction in energy-related greenhouse gas
emissions3.




Outlook for 2023-2026

The Group’s targets for the period from 1 January 2023 to 31 December 2026 are as follows:

- As regards revenue, it aims to achieve a compound annual organic growth rate (CAGR) of
around 5%, supported by a steady increase in occupancy rates and business volumes,
particularly in outpatient care, and by a catch-up effect in prices, particularly in Germany.

- By 31 December 2026, the Group aims to increase the EBITDA margin pre-IFRS 16 by 100-150
basis points relative to the 31 December 2023 proforma figure (adjusted for disposals). The
principal contributors supporting this improvement will be revenue growth achieved by
increasing the occupancy rate and developing outpatient services, along with targeted
improvement measures regarding central costs, expenditure on rent and energy costs, along
with improved performance in Germany;

- The Group has set itself the target of reducing debt further by 2026 on a pre-IFRS 16 basis. It is
targeting a net debt figure of less than €3 billion and a Wholeco leverage ratio of less than 5x
by 31 December 2026.

- To achieve this objective, the Group will:

o Continue to improve its operational performance;

o Complete, in 2025, the disposals part of its plan to strengthen its financial position;



- Maintain capital expenditure of around €100 million per year for building maintenance and
around €200 million for development investments.


3 Relative to a 2021 baseline.


19
CHAPTER 2. CONDENSED HALF-YEAR CONSOLIDATED
FINANCIAL STATEMENTS AT 30 JUNE 2025
2.1 Condensed half-year consolidated financial statements at 30 June
2025

CONSOLIDATED INCOME STATEMENT
First-half First-half
In thousands of euros Notes
2025 2024
Revenue 2,655,784 2,628,120
Other income - 7,884
Revenue and other income 3.2 2,655,784 2,636,004
Purchases used in the business 3.3 (213,268) (222,574)
Payroll expenses 4 (1,630,861) (1,579,026)
External expenses 3.3 (273,687) (288,521)
Taxes and duties (32,225) (27,183)
Other operating income and expenses 837 (362)
EBITDA 506,580 518,338
Depreciation/amortisation and impairment 3.3 (381,454) (362,603)
Other operating income and expenses 3.4 (52,730) (34,181)
Operating income 3.1 72,396 121,554
Cost of net financial debt 9.1 (64,292) (80,661)
Other financial income and expenses 9.1 (76,567) (67,251)
Net financial expense 9.1 (140,859) (147,912)
Pre-tax income/(loss) (68,463) (26,358)
Income tax 11 16,391 6,808
Profit/(loss) from consolidated companies (52,072) (19,550)
Profit/(loss) from equity-accounted companies (net of tax) 6 (936) (580)
Net profit/(loss) from continuing operations (53,008) (20,130)
Net profit/(loss) from discontinued operations (net of tax) 2.4 - (23,584)
Net profit/(loss) (53,008) (43,714)
Non-controlling interests * (5,506) (8,543)
Net profit/(loss) attributable to owners of the Group (58,514) (52,257)
Earnings/(loss) per share attributable to owners of the Group (in euros) 8 (0.16) (0.47)
Diluted earnings/(loss) per share attributable to owners of the Group (in euros) 8 (0.16) (0.47)
Earnings/(loss) per share from continuing operations attributable to owners of the Group (in euros) 8 (0.16) (0.26)
Diluted earnings/(loss) per share from continuing operations attributable to owners of the Group (in
8 (0.16) (0.26)
euros)
NET PROFIT/(LOSS) ATTRIBUTABLE TO OWNERS OF THE GROUP (58,514) (52,257)
Recyclable items: impact of IFRS 9 and IFRS 2 (measurement of hedging instruments and free share
* (5,906) (6,314)
plans), net of tax
Non-recyclable items: impact of IAS 19 (actuarial gains and losses) * 559 (1,779)
Gains and losses recognised directly in equity (attributable to owners of the Group) * (5,347) (8,093)
Gains and losses recognised directly in equity (non-controlling interests) * 12 116
Net profit/(loss) and gains and losses recognised directly in equity (attributable to owners of the Group) * (63,861) (60,350)
Net profit/(loss) and gains and losses recognised directly in equity (non-controlling interests) * 5,518 8,659
TOTAL COMPREHENSIVE INCOME/(LOSS) (58,343) (51,691)
* See consolidated statement of changes in equity.




20
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Assets

In thousands of euros Notes 30.06.2025 31.12.2024

Goodwill 5.1 3,149,811 3,239,523
Intangible assets 5.2 2,307,781 2,336,177
Property, plant and equipment 5.3 3,032,296 3,108,748
Right-of-use assets 5.5 3,487,312 3,617,552
Non-current financial assets 109,957 111,037
Equity-accounted investments 6 63,224 64,160
Deferred tax assets 11 167,629 144,168
Non-current assets 3.6 12,318,010 12,621,365
Inventories 3.5 37,367 22,240
Trade receivables and related accounts 3.5 483,824 457,310
Other receivables and current assets 3.5 613,581 616,799
Current tax receivables 46,076 21,069
Financial instruments with a positive fair value 9.2/9.3 5,905 4,066
Cash at bank and in hand 9.3 749,920 518,072
Current assets 1,936,673 1,639,556
Assets held for sale 2.4 156,433 0
TOTAL ASSETS 14,411,116 14,260,921

Equity and liabilities

In thousands of euros Notes 30.06.2025 31.12.2024

Share capital 3,568 3,560
Additional paid-in capital 1,514,495 1,514,495
Reserves and retained income 2,067,628 2,174,229
Equity attributable to owners of the Group 7 3,585,691 3,692,284
Non-controlling interests 331,474 328,538
Total equity 3,917,165 4,020,822
Provisions for pensions 83,524 82,263
Deferred tax liabilities 11 548,199 553,997
Other provisions 10 56,360 53,493
Borrowings and financial debt 9.2 3,309,742 2,977,431
Non-current lease liabilities 5.5 3,494,894 3,609,482
Other non-current liabilities 16,781 56,863
Non-current liabilities 7,509,500 7,333,529
Current provisions 10 19,297 25,027
Trade payables and related accounts 3.5 547,243 570,028
Other payables and accruals 3.5 895,828 891,238
Current tax payables 36,155 23,850
Current borrowings and bank overdrafts 9.2 999,099 985,716
Current lease liabilities 5.5 403,533 408,776
Financial instruments with a negative fair value 9.2/9.3 4,807 1,935
Current liabilities 2,905,962 2,906,570
Liabilities associated with assets held for sale 2.4 78,489 0
TOTAL EQUITY AND LIABILITIES 14,411,116 14,260,921




21
CONSOLIDATED STATEMENT OF CASH FLOWS
In thousands of euros Notes First-half 2025 First-half 2024

Net profit/(loss) from continuing operations (53,008) (20,130)
Income tax expense (16,391) (6,808)
Net depreciation/amortisation, impairment and provisions 374,619 290,990
Profit/(loss) from equity-accounted companies 936 580
Changes in fair value and non-cash items (5,330) (85)
Elimination of dividend income 606 (1)
Gains on disposals of assets 6,444 48,035
Elimination of acquisition costs of securities - 198
Elimination of cost of net financial debt 139,177 146,858
Cash flow before cost of net financial debt 447,053 459,637
Change in inventories 3.5 6,572 1,899
Change in trade receivables 3.5 (47,309) (55,776)
Change in trade payables 3.5 (30,239) (130,860)
Change in other items 3.5 51,852 171,246
Change in working capital (19,124) (13,491)
Income taxes paid (11,184) (2,237)
Net cash from operations 416,745 443,909
Impact of changes in scope (acquisitions) 2.4 (22,842) (37,689)
Impact of changes in scope (disposals) 2.4 211 194,616
Investments in property, plant and equipment and intangible assets 5.4 (113,059) (156,296)
Other financial investments (1,135) (1,001)
Proceeds from disposals of non-current assets (excluding securities) 12,327 24,367
Net cash from (used in) investing activities (124,498) 23,997
Net cash flow 292,247 467,906
Corporate actions (4,112) 86,219
Treasury shares charged to equity 572 103
Increase in borrowings 9.2 603,984 46,235
Repayment of borrowings and financial debt 9.2 (260,976) (298,275)
Repayment of lease liabilities 5.5 (214,035) (213,370)
Other cash flow related to financing activities 7 (1,310) (83,734)
Net interest paid (149,212) (141,241)
Dividends (35,101) (18,102)
Net cash used in financing activities (60,190) (622,165)
Impact of discontinued operations - (9,808)
Impact of exchange rate fluctuations - 3
Change in cash and cash equivalents 232,057 (164,064)
Cash and cash equivalents at start of period 516,002 675,179
Cash and cash equivalents at end of period 748,059 511,115
o/w:
Cash associated with assets held for sale 3,772 -
Marketable securities 9.3 84,000 66,165
Cash at bank and at hand 9.3 665,920 449,030
Bank overdrafts 9.3 (5,633) (4,080)




22
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Equity attributable
Additional paid-in Shares and equity Cash flow hedges Charged directly to Reserves and Non-controlling
In thousands of euros Share capital Investments Employee benefits to owners of the Total equity
capital instruments and cost of hedging equity retained income interests
Group

At 31 Dec. 2023 534,143 1,206,250 (11,303) 533,543 68,726 (15,611) 176,310 1,091,696 3,583,754 353,716 3,937,470

Dividends paid - - - - - - - - - (3,309) (3,309)

Corporate actions (532,719) 89,646 - - - - - 533,073 90,000 - 90,000

Business combinations - - - - - - - - - - -

Treasury shares - - 103 - - - - 103 - 103

Equity instruments - - - - - - (14,897) - (14,897) - (14,897)
Impact of IFRS 16 restatement of leases (net of
- - - - - - - - - - -
tax)
Acquisition of non-controlling interests and other
- 0 - - - - (7,615) (104,003) (111,618) 10,587 (101,031)
changes
Net profit/(loss) for the period - - - - - - - (52,257) (52,257) 8,543 (43,714)

Impact of IAS 19 (actuarial gains and losses) - - - - - (1,779) - - (1,779) 3 (1,776)
Measurement of hedging derivatives and free
- - 425 - (5,063) - - - (4,638) 113 (4,525)
share plans
Currency translation differences - - - - - - - (1,676) (1,676) - (1,676)

Total comprehensive income/(loss) - - 425 - (5,063) (1,779) - (53,933) (60,350) 8,659 (51,691)

At 30 June 2024 1,424 1,295,896 (10,775) 533,543 63,663 (17,389) 153,798 1,466,832 3,486,992 369,653 3,856,645

Dividends paid - - - - - - - - - (29,590) (29,590)

Corporate actions 2,136 218,599 - - - - (40) - 220,695 - 220,695

Business combinations - - - - - - - - - - -

Treasury shares - - 27 - - - - - 27 - 27

Equity instruments - - - - - - (3,579) - (3,579) - (3,579)
Impact of IFRS 16 restatement of leases (net of
- - - - - - - - - - -
tax)
Acquisition of non-controlling interests and other
- - - - - - 2,227 1,858 4,085 (5,171) (1,086)
changes
Net profit/(loss) for the period - - - - - - - (2,866) (2,866) (5,116) (7,982)

Impact of IAS 19 (actuarial gains and losses) - - - - - (666) - - (666) (13) (679)
Measurement of hedging derivatives and free
- - 2,862 - (15,266) - - - (12,404) (1,225) (13,629)
share plans
Currency translation differences - - - - - - - - - - -

Total comprehensive income/(loss) - - 2,862 - (15,266) (666) - (2,866) (15,935) (6,354) (22,289)

At 31 December 2024 3,560 1,514,495 (7,886) 533,543 48,397 (18,055) 152,406 1,465,824 3,692,284 328,538 4,020,822

Dividends paid - - - - - - - - - (2,360) (2,360)

Corporate actions 8 - - - - - (8) - - - -

Business combinations - - - - - - - - - - -

Treasury shares - - 311 - - - - - 311 - 311

Equity instruments - - - - - - (34,016) - (34,016) - (34,016)
Impact of IFRS 16 restatement of leases (net of
- - - - - - - - - - -
tax)
Acquisition of non-controlling interests and other
- - - - - - (422) (8,606) (9,028) (222) (9,250)
changes
Net profit/(loss) for the period - - - - - - - (58,514) (58,514) 5,506 (53,008)

Impact of IAS 19 (actuarial gains and losses) - - - - - 559 - - 559 - 559
Measurement of hedging derivatives and free
- - 1,258 - (7,164) - - - (5,906) 12 (5,894)
share plans
Currency translation differences - - - - - - - - - - -

Total comprehensive income/(loss) - - 1,258 - (7,164) 559 - (58,514) (63,861) 5,518 (58,343)

At 30 June 2025 3,568 1,514,495 (6,317) 533,543 41,233 (17,496) 117,960 1,398,705 3,585,691 331,474 3,917,165




23
NOTES TO THE CONDENSED HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS

The head office of the Clariane Group's parent company, Clariane SE, is located at 21-25, rue
Balzac, 75008 Paris, France.


The 2025 condensed half-year consolidated financial statements were reviewed by the Audit
Committee on 28 July 2025 and were approved for issue by the Board of Directors on 29 July
2025.


The Group and its subsidiaries are:

- companies operating care homes for elderly people with diminished autonomy;


- companies operating specialist healthcare facilities providing medical, post-acute and
rehabilitation care, mental healthcare, and medicine-surgery-obstetrics. These facilities
provide full-time hospitalisation, day hospitalisation and outpatient care. Their purpose is to
reduce physical and/or mental disability or restore autonomy to help the patient return home
and re-enter his/her social and work environment;


- companies operating assisted living facilities that offer independent seniors an environment
that suits their lifestyle, while facilitating social interaction and shared living;


- companies operating home care service agencies, which provide an alternative to
hospitalisation, along with domiciliary care service agencies;


- holding companies for the real estate assets in which the activities are carried out.




24
NOTE 1. ACCOUNTING PRINCIPLES

1.1 Statement of compliance

The condensed half-year consolidated financial statements at 30 June 2025 have been
prepared in accordance with the international accounting standards and interpretations issued
by the International Accounting Standards Board (IASB) and adopted by the European Union at
the reporting date. These standards include International Financial Reporting Standards (IFRS)
and International Accounting Standards (IAS), together with their interpretations, and are
available from the following European Union website:
https://finance.ec.europa.eu/regulation-and-supervision/financial-services-
legislation/implementing-and-delegated-acts/international-accounting-standards-
regulation_en.


The condensed consolidated half-year financial statements (“consolidated financial
statements”) were prepared in accordance with IAS 34 “Interim Financial Reporting”, as
adopted by the European Union. The condensed half-year consolidated financial statements
do not include all the notes and disclosures required under IFRS for annual consolidated financial
statements and should therefore be read in conjunction with the 2024 consolidated financial
statements.




1.2 IFRS standards, amendments and interpretations applied by the Group

The condensed half-year consolidated financial statements were prepared using the same
accounting policies and methods that were used to prepare the consolidated financial
statements for the year ended 31 December 2024, with the exception of those set out in note
1.4 "Presentation of the consolidated financial statements", and the standards, amendments
and interpretations effective for reporting periods beginning on or after 1 January 2025, which
the Group did not early adopt:
- Amendment to IAS 21 "The Effect of Changes in Foreign Exchange Rates – Lack of
Exchangeability".


This amendment had no material impact on the Group's consolidated financial statements at
30 June 2025.


Similarly, the agenda decisions published by the IFRS Interpretations Committee (IFRS-IC) and
effective in 2025 did not have a material impact on the Group’s consolidated financial
statements.


25
1.3 IFRS standards, amendments and interpretations applicable from 2026 and not early
adopted by the Group

- Amendments to IFRS 7 "Financial Instruments: Disclosures"
• "Classification and Measurement of Financial Instruments"
• "Contracts Referencing Nature-dependent Electricity"
• "Introduction and Credit Risk Disclosures" (Amendments to Guidance on Implementing
IFRS 7)
• "Disclosure of Deferred Difference between Fair Value and Transaction Price"
(Amendments to Guidance on implementing IFRS 7)
• "Gain or Loss on Derecognition"
- Amendments to IFRS 9 "Financial instruments:"
• "Classification and Measurement of Financial Instruments"
• "Contracts Referencing Nature-dependent Electricity"
• "Derecognition of Lease Liabilities"
• "Transaction Price"
- Amendment to IFRS 1 "First-time Adoption of International Financial Reporting Standards:
Hedge Accounting by a First-time Adopter"
- Amendment to IFRS 10 "Consolidated Financial Statements: Determination of a ‘De Facto
Agent’"
- Amendment to IAS 7 "Statement of Cash Flows: Cost Method"


Analysis of the impact of the application of these standards and amendments is under way.




1.4 Presentation of the Financial Statements

The Group’s consolidated financial statements are prepared on a historical cost basis except for
assets and liabilities recognised at fair value in accordance with IFRS 9 (see note 9.3 “Financial
assets and liabilities”). Current assets and liabilities are assets and liabilities held for use or sale as
part of the normal operating cycle (less than one year). A current liability is an obligation that is
expected to be settled within a short period of time as part of the normal operating cycle.

The consolidated financial statements are presented in thousands of euros unless otherwise
indicated.




26
Particularities specific to the preparation of the condensed consolidated half-year financial
statements

a. Income tax (note 11)
For interim financial statements, income tax expense (current and deferred) is determined by
applying the estimated average effective rate for the year to the pre-tax income for each tax
jurisdiction.



b. Employee benefits (note 4)
Employee benefits for interim periods are calculated on the basis of actuarial measurements
carried out at the end of the previous year. These measurements are adjusted where applicable
to take into account plan curtailments, liquidations and other significant non-recurring events
during the period. In addition, the amounts recognised in the statement of financial position for
defined benefit plans are adjusted where applicable to take into account significant changes
that have impacted the yield on bonds issued by blue chip companies in the relevant area (the
benchmark used to determine discount rates), as well as the value and yield of plan assets.


Critical accounting estimates and judgements

To prepare the consolidated financial statements, the Group applies estimates and judgements
that are regularly updated and that are based on historical experience and other factors,
including expectations of future events deemed reasonable in view of the circumstances. For
items subject to assumptions and estimates, the results of the sensitivity tests on accounting
values with regard to the main assumptions are disclosed in the relevant notes.

In preparing the consolidated financial statements, the Group made significant estimates and
judgements on the following items:


a. Business combinations (notes 2 and 5)
For acquisitions, pursuant to IFRS 3 “Business Combinations”, the Group measures at fair value
the assets acquired (in particular operating licences) and the liabilities assumed.
Liabilities, contingent price consideration and options related to commitments to purchase non-
controlling interests are measured on the basis of information or situations existing at the date
the financial statements are prepared (medium-term business plan), which may prove to be
different from actual outcomes.
Changes in the fair value of liabilities corresponding to commitments to purchase non-controlling
interests (minority puts) are recognised in shareholders’ equity.




27
b. Goodwill, intangible assets and property, plant and equipment (note 5)
At the level of each Cash-Generating Unit (CGU), the value in use of intangible assets and
property, plant and equipment is derived from the Group’s internal valuations, based on the
medium-term business plans. The main assumptions used in these valuations (medium-term
growth rate, discount rate, margin and perpetuity growth rate) are estimated by the Group. The
discount rates and long-term growth rates are determined by the Group with assistance from an
independent expert.
The carrying amounts of assets are reviewed at least annually and whenever events or
circumstances indicate that they may be impaired. Such events and circumstances may be the
result of material adverse changes of a lasting nature that affect either the business environment
or the assumptions or objectives used at the last reporting date.



c. Leases (note 5)
Pursuant to IFRS 16, lease liabilities are determined using a lease term on property leases that
corresponds to the non-cancellable period plus any renewal options the Group is reasonably
certain to exercise.
The Group has elected not to apply the exemption for identifiable low-value leases signed in
France and Germany in relation to work clothing, or the short-term exemption for medical
equipment in these two countries.



d. CVAE classification (note 11)
The Group has reviewed the accounting treatment of French CVAE tax on corporate added
value in light of IFRS. According to its analysis, the CVAE meets the definition of an income tax
as set out in IAS 12.2 “Income taxes based on taxable profits”.




28
1.5 Going concern

In the context of rising inflation and interest rates, and reduced access to bond markets in 2023,
on 14 November of that year, the Group launched its plan to strengthen its financial structure
over 2024 and 2025 (the “Refinancing Plan”) (see note 2 “Significant events of the period”),
which was completed in the first half of 2025, some six months ahead of schedule. The various
measures in this plan, including the strengthening of the Group's equity through an equity-based
real estate partnership, two capital increases carried out in June and July 2024 and the
completion of an asset disposal programme in the first half of 2025, combined with credit lines
negotiated with a banking syndicate and the €400 million bond issue whose settlement-delivery
took place on 27 June 2025 (see note 2 "Significant events of the period" – "New financing"
section), enabled the Group to cover its short-term financing needs.

The consolidated financial statements have been prepared on a going concern basis.

The Group’s liquidity stood at €749.9 million at 30 June 2025.

At 30 June 2025, and for a period of at least 12 months, the Group's liquidity is ensured by:

- the completion of the Refinancing Plan (see note 2.1 “Financing” – “Plan to strengthen the
Group's financial structure");

- the amended and extended syndicated loan and the new credit line put in place for €775
million with final repayments due in May 2029, subject to certain conditions relating to the
refinancing of bond debt, announced by the Group on 17 February 2025 (see note 2.1
"Financing" – “New financing” section);

- the successful unsecured bond issue for a total amount of €400 million, maturing in five years
(27 June 2030) whose settlement-delivery took place on 27 June 2025, contributing to
extending the average maturity of the Group's debt, with an annual coupon of 7.875% (see
note 2.1 "Financing" – New financing" section).

Clariane has sufficient working capital to meet its obligations over the next 12 months while
complying with the €300 million minimum liquidity covenant at each half-year and year-end
closing, and at each drawdown date, if any, on the €490.8 million revolving credit facility ("RCF"),
the next such date being the renewal date of 4 December 2025.




29
Debt maturities in that period represent a cumulative amount of approximately €290 million
(excluding the factoring programme), and mainly correspond to real-estate and Schuldschein
debt.




NOTE 2. SIGNIFICANT EVENTS OF THE PERIOD

2.1 Financing

Plan to strengthen the Group's financial structure

The €1.5 billion Refinancing Plan, announced on 14 November 2023, was finalised six months
ahead of schedule with the announcement of the disposal of the Petits-fils home care services
network on 12 June 2025. The Refinancing Plan aimed to secure and accelerate Clariane’s debt
reduction and benefit from a financial structure taking into account to a more challenging
economic environment due to inflation, rising interest rates and tighter debt and real estate
markets, and, ultimately, to provide room for manoeuvre in the execution of its strategy.

With the completion of the first two stages of the Refinancing Plan in December 2023 and the
successful rights issue on 5 July 2024 following on from the reserved capital increase settled on
12 June 2024, the first three components of the plan had been completed by the end of 2024.

On 12 June 2025, the Group announced that it had signed an agreement for the disposal of its
Petits-fils network to Crédit Agricole Santé & Territoires, for a gross disposal (enterprise) value of
€345 million (see note 2.4 “Material information on significant changes in scope” – “Assets held
for sale”). The transaction closed on 29 July 2025 (see note 14 “Events after the reporting date”).
The disposal of the Petits-fils network, the terms of which were set following a competitive
process, enabled the Group to complete the fourth and final stage of the Refinancing Plan,
comprising a disposal programme for operating and real estate assets either through outright
sales or partnerships, with the intention of refocusing the Group's business activities
geographically and raising around €1 billion in gross disposal proceeds before the end of 2025.

The successful completion of the asset disposal programme six months ahead of schedule
represents the final stage of the Refinancing Plan. The capital gains generated by the asset
disposal programme (including the disposal of the Petits-fils network) are estimated at more than
€200 million over full-year 2025, and will help to pay down the Group's outstanding debt, in line
with the mandatory early repayment clauses in the syndicated loan.




30
New financing
Amendment and extension of the syndicated loan

On 14 February 2025, the Group amended and extended its syndicated facility, comprising a
term loan and a revolving credit facility with final maturities of May 2029, subject to the fulfilment
of certain conditions relating to the refinancing of the Group’s bonds, with interim maturities
scheduled for 28 February 2027 and 31 May 2028, for an amount of €625 million.

The documentation for this renewed syndicated facility includes the following commitments:

- the replacement of the operating leverage ratio by a Wholeco consolidated leverage ratio;
- amendment to the mandatory early repayment clause linked to proceeds from asset
disposals currently being carried out by the Group. The repayments are now capped at 40%
of the net proceeds from disposals (instead of 75% previously) for the remaining disposals to
be completed during 2025, within a cumulative limit of €700 million;
- by May 2026, a reduction in the amount of the €625 million syndicated credit facility, as
follows: (i) the term loan of €340 million in February 2025 (€338.2 million at 30 June 2025)
reduced to €300 million; (ii) the revolving credit facility of €492.5 million (€490.8 million at 30
June 2025, currently fully drawn down), reduced to €325 million;
- the option for the Group to extend the maturities to May 2029, subject to the following
conditions: repayment, refinancing or extension of maturities of (i) €300 million of debt
maturing in 2027 before 28 February 2027 (initial maturity), and (ii) €480 million of debt
maturing in 2028 before 30 May 2028. In both cases, the revolving loan must be fully undrawn
on the extension dates;
- addition of a €300 million minimum half-yearly liquidity covenant;
- the dividend payout restrictions introduced in July 2023 continue to apply, with no distributions
permitted as long as the Wholeco leverage ratio remains above 4.0x at the reporting date
(instead of 3.5x previously for Opco leverage) and payouts capped at 40% of net profit;
- no redemption of hybrid instruments with debt as long as the Group's Wholeco leverage
remains above 5.0x (instead of 3.5x previously). The instruments can only be redeemed
through refinancing based on capital or other hybrid instruments;
- the Group also announced that the syndicated loan was to be indexed to environmental,
social and governance (ESG) targets. In line with its ESG ambition and the core position of
ESG in its strategy, the financial terms of the syndicated loan will be indexed to non-financial
indicators relating to enrolment on qualifying training paths, occupational health and safety,
and ISO 9001 certification audits. At the date of this report, the targets for year-end 2025 have
been set and a rendez-vous clause ensures new targets will be set for the remaining years
(notably following the completion of the disposal programme).




31
The margin on the syndicated loan will be adjusted upwards or downwards depending on
whether the non-financial targets are met by certain dates.




€150 million real estate bridge loan

At the same time, Clariane announced the signing of a new secured real estate loan with Caisse
Régionale de Crédit Agricole Mutuel de Paris et d'Ile de France, LCL, Crédit Agricole Corporate
and Investment Bank and CIC Est, whose main features are as follows:

- amount: €150 million;
- maturity: similar to the syndicated loan, with an amortisation for €15 million per annum from
May 2026;
- purpose: this loan will be used to finance and refinance the Group's real estate investments;
- collateral: the lenders benefit from the following collateral (i) pledge under Luxembourg law
by the Company of 100% of the shares in CHL 1, (ii) pledge under Luxembourg law by CHL 1
of 100% of the shares in CHL 2, (iii) pledge under French law by CHL 2 of 100% of the shares in
Clariane Holding Immobilier 1.




€400 million bond issue

On 24 June 2025, Clariane announced the successful completion of an unsecured bond issue
for a total amount of €400 million, maturing in five years (27 June 2030), contributing to extending
the average maturity of its debt, with an annual coupon of 7.875%. The bond issue attracted
significant interest from a large number of Tier 1 institutional investors, both French and
international. The order book reached an amount in excess of €1.2 billion, i.e., more than three
times oversubscribed.

The Refinancing Plan completed in the first half of 2025 was notably designed to restore
Clariane’s normalised access to debt markets. This has been achieved through this market
issuance, which enables Clariane to extend its maturities and demonstrates the support of
investors and financial partners for Clariane's strategy of reducing debt and strengthening its
balance sheet.

The net proceeds from this bond issue will be used to refinance existing debt (including the
redemption of its OCEANE bonds).

Settlement-delivery and admission of these bonds to trading on the Euronext Dublin Global
Exchange Market took place on 27 June 2025.



32
2.2 Clariane signs a green energy purchase agreement

Clariane aims to reduce its greenhouse gas emissions from energy use and refrigerants (Scopes
1 & 2) by 46% by 2031 compared to 2021. On 27 May 2025, the Group announced the signature
of its first renewable electricity Virtual Power Purchase Agreement (VPPA) with IGNIS, a
recognised European player in sustainable energy solutions. This marked a significant step
towards achieving the target, which was validated by the Science Based Targets initiative (SBTi)
in June 2024.

By signing its very first 100% renewable electricity contract with IGNIS, the Group is making a
major move in its energy transition. This PPA, which will take effect in August 2026 for a period of
10 years, involves the construction of a solar power plant in Italy. It will ultimately supply 16.5 GWh
of renewable electricity annually, equivalent to the consumption of approximately 40 of the
Group's Italian sites. This contract includes the purchase of guarantees of origin, and an
embedded derivative that is not eligible for hedge accounting, which is included in financial
instruments with a positive fair value (see note 9.2 “Net financial debt”).

Through this project, Clariane is securing a supply of green electricity while supporting the local
development of new renewable infrastructure. This approach strengthens the Group's climate
resilience strategy, alongside decarbonisation efforts at its facilities (energy management, on-
site photovoltaics, connections to district heating networks, etc.).




2.3 Changes in the scope of consolidation

At 30 June 2025, in addition to the parent company Clariane SE, the consolidation scope
included 644 fully consolidated companies and five equity-accounted companies (see note 6
“Equity-accounted investments”). The number of consolidated companies was 637 at 31
December 2024, five of which are accounted for by the equity method.




33
2.4 Material information on significant changes in scope

Impact on cash of acquisitions and disposals of subsidiaries and joint ventures as well as
changes in consolidation method

In thousands of euros First-half 2025 First-half 2024

Purchase price of subsidiaries [A] (24,214) (7,328)

Of which cash disbursed/cashed in [B] (24,214) (38,525)

Remainder to be disbursed/cashed in [C] = [A] - [B] - 31,197

Disposal price [D] 1,369 197,114

Cash acquired [E] 1,373 836

Cash divested [F] (1,158) (2,498)

IMPACT OF CHANGES IN SCOPE [G] = [E] + [F] + [B] + [D] (22,631) 156,927




As of 30 June 2025, the cash impact of changes in scope related to acquisitions of subsidiaries
and joint ventures was a negative €24.2 million, corresponding mainly to earn-out payments on
acquisitions carried out in previous periods in Spain, France, Belgium and Italy. The cash impact
of changes in scope related to disposals of subsidiaries and joint ventures was a positive €0.2
million.
The subsidiaries acquired and sold during the period (excluding those identified as held for sale
at end-June 2025 – see "Assets held for sale" section below) in the first half of 2025 are not
individually material.


Assets held for sale
In accordance with IFRS 5 "Non-current Assets Held for Sale and Discontinued Operations", assets
or disposal groups held for sale within the meaning of the standard are presented on a separate
line in the statement of financial position.
Non-current assets and disposal groups classified as held for sale are measured at the lower of
their carrying amount and fair value less costs to sell. These assets are classified as held for sale
only if their sale is highly probable within 12 months, if they are available for immediate sale,
management has a committed plan to sell the assets and sufficient progress has been made in
the sale process. In assessing whether a sale is highly probable, the Group takes into account, in
particular, indications of interest and offers received from potential buyers, as well as the
performance risks specific to certain transactions.




34
If assets or disposal groups held for sale represent a separate major line of business within the
meaning of IFRS 5, they are presented as discontinued operations. When a business activity is
classified as a discontinued operation, the comparative income statement and cash flow
statement are restated as if the activity had met the criteria of a discontinued operation as of
the start of the comparative period. Discontinued operations are presented on a single line on
the face of the consolidated income statement. This line item, “Net profit/(loss) from
discontinued operations”, includes the net profit after tax of operations sold or being sold up to
the date of disposal.


At 30 June 2023, the Group presented separately the net profit from its assisted living facilities
business on the "Net profit/(loss) from discontinued operations" line of the income statement. This
business was sold in the first half of 2024 (see note 2.3 "Changes in the scope of consolidation").
These operations held for sale generated a loss of around €23.6 million, broken down into €10.2
million in operating losses for the first six months of 2024, comparable to the losses recorded in
the prior periods, and a disposal loss of €13.4 million at 30 June 2024.
At 30 June 2025, the Group had met its target of €1 billion in gross proceeds from disposals, as
set out in the Refinancing Plan (see note 2.1 "Financing"), and no longer had any assets held for
sale representing a separate major line of business within the meaning of IFRS 5.




35
The change in net profit/(loss) from discontinued operations (after tax) comprises the following:

In thousands of euros First-half 2025 First-half 2024

Revenue - 14,595

Other income

Revenue and other income - 14,595

Purchases used in the business - (2,673)

Payroll expenses - (6,042)

External expenses - (5,230)

Taxes and duties - (615)

Other operating income and expenses - (418)

EBITDA - (383)

Depreciation/amortisation and impairment - (6,000)

Other operating income and expenses - (1,075)

Operating income - (7,458)

Net financial expense - (2,643)

Pre-tax income/(loss) - (10,101)

Income tax - (103)

Profit/(loss) from consolidated companies - (10,204)

Profit/(loss) from equity-accounted companies - 0

Net disposal gain/(loss) from discontinued operations - (13,380)

Net profit/(loss) from discontinued operations - (23,584)




The change in cash flow of discontinued operations includes the following:



In thousands of euros First-half 2025 First-half 2024
Net profit/(loss) from discontinued operations attributable to owners
- (10,204)
of the Group
Net cash from operating activities - Discontinued operations - 1,398

Net cash from financing activities - Discontinued operations - 2,818

Net cash used in investing activities - Discontinued operations - (1,276)

CHANGE IN CASH AND CASH EQUIVALENTS - (7,264)




36
On 12 June 2025, the Group announced that it had signed an agreement for the disposal of its
Petits-fils network to Crédit Agricole Santé & Territoires, for a gross disposal (enterprise) value of
€345 million. The transaction closed on 29 July 2025 (see note 14 “Events after the reporting
date”).


Founded in 2007, Petits-fils provides a range of home care services for the elderly, including
helping them to maintain their independence, preparing meals, domestic help, administrative
support and assistance. When it was acquired by Clariane in November 2018, Petits-fils operated
a national network of 58 franchised branches. It now operates a network of 292 franchised
branches, which provided support to almost 39,000 people in 2024. It contributed €56 million to
Clariane’s consolidated revenue in 2024.


Since the Group does not consider this disposal group to represent a separate major line of
business within the meaning of IFRS 5, it is presented within continuing operations.




The disposal of the Petits-fils network, the terms of which were set following a competitive
process, enabled the Group to complete the fourth and final stage of the Refinancing Plan,
comprising a disposal programme for operating and real estate assets either through outright
sales or partnerships, with the intention of refocusing the Group's business activities
geographically and raising around €1 billion in gross disposal proceeds before the end of 2025.


The successful completion of the asset disposal programme six months ahead of schedule
represents the final stage of the Refinancing Plan.




37
Disposal groups held for sale break down as follows at the reporting date:

Assets
In thousands of euros 30.06.2025 31.12.2024

Goodwill 89,500 -

Intangible assets 15,090 -

Property, plant and equipment 1,852 -

Right-of-use assets 807 -

Non-current financial assets 1,110 -

Equity-accounted investments - -

Deferred tax assets 615 -

Non-current assets 108,974 -

Inventories 138 -

Trade receivables and related accounts 23,786 -

Other receivables and current assets 16,079 -

Current tax receivables - -

Financial instruments with a positive fair value - -

Cash and cash equivalents 7,455 -

Assets held for sale - -

Current assets 47,458 -

Assets held for sale 156,433 -
o/w Petits-Fils 156,433 -




38
Liabilities
In thousands of euros 30.06.2025 31.12.2024
Provisions for pensions 72 -
Deferred tax liabilities 3,365 -
Other provisions 1,120 -
Borrowings and financial debt 1,274 -
Non-current lease liabilities 699 -
Other non-current liabilities 34,401 -
Non-current liabilities 40,931 -
Current provisions - -
Trade payables and related accounts 4,850 -
Other payables and accruals 28,875 -
Current tax payables - -
Current borrowings and bank overdrafts 3,684 -
Current lease liabilities 150 -
Financial instruments with a negative fair value - -
Current liabilities 37,559 -
Liabilities associated with assets held for sale 78,489
o/w Petits-Fils 78,489 -




NOTE 3. SEGMENT REPORTING – EBITDAR – WCR

3.1 Operating segments

IFRS 8 requires the disclosure of segment-based information on the components of the Group,
as reviewed and measured by the Group’s management. These components (operating
segments) are identified on the basis of internal reports that are regularly reviewed by the
Group’s operational management when deciding to allocate resources to these segments and
when assessing their performance.

The Clariane Group is organised into five operating segments: France, Germany, Benelux, Italy
and Spain.

The Group’s operational management monitors the indicators shown in the table below, and
revenue and EBITDAR in particular.

EBITDAR, which is calculated based on the Group’s income and expenses from ordinary
operations, measures the Group’s operating performance. This indicator is used in the industry
to exclude the impact of real estate policies when assessing operating performance.



39
The Group’s revenue for each segment has a similar profile in that it is derived from similar types
of services, customers and contracts.

Operating segments – first-half 2025
Total France Germany Benelux1 Italy Spain
In thousands of euros

Revenue and other income 2,655,784 1,140,848 654,808 414,490 317,043 128,596

EBITDAR 546,238 215,749 138,232 89,484 71,610 31,163

20.6% 18.9% 21.1% 21.6% 22.6% 24.2%


Reconciliation of EBITDAR to operating income for first-half 2025
In thousands of euros

EBITDAR 546,238

Lease expenses (39,658)

EBITDA 506,580

Depreciation/amortisation, impairment and provisions (381,454)

Other operating income and expenses (52,730)

Operating income 72,396
(1) Includes €83.4 million of revenue in the Netherlands.



Operating segments – first-half 2024 Spain & United
Total France Germany Benelux1 Italy
In thousands of euros Kingdom2

Revenue and other income 2,636,004 1,172,639 617,837 385,465 320,026 140,037

EBITDAR 557,217 256,676 121,540 82,306 69,739 26,956

21.1% 21.9% 19.7% 21.4% 21.8% 19.2%



Passage de l’EBITDAR au résultat opérationnel au 30.06.2024
In thousands of euros

EBITDAR 557,217

Lease expenses (38,879)

EBITDA 518,338

Depreciation/amortisation, impairment and provisions (362,603)

Other operating income and expenses (34,181)

Operating income 121,554
(1) Includes €74.5 million of revenue in the Netherlands.
(2) The Group divested its activities in the United Kingdom in April 2024.




3.2 Revenue and other income

Clariane is organised around three main business units: Long-term Care, Specialty Care and
Community Care. Revenue consists primarily of services in connection with healthcare,
dependency care, accommodation and hospitality services. Revenue from these services is
recognised when these services have been delivered, regardless of the source of payment.

Revenue and other income totalled €2,655.8 million for the period to 30 June 2025, a year-on-
year increase of €19.8 million.

The reform of aftercare and rehabilitation (Soins de Suite et de Réadaptation – SSR), now known
as medical, post-acute and rehabilitation care (Soins Médicaux et Réadaptation – SMR), which
came into force in January 2024, introduced changes to the way healthcare facilities are
financed. These changes impacted the Group's working capital in particular, since services are
now billed at the end of the stay.




40
In 2024, other income chiefly corresponds to Ségur de la Santé financing for the medical, post-
acute and rehabilitation care business (Ségur Senior financing is included in revenue). Following
the reform of medical, post-acute and rehabilitation care impacting financing arrangements,
all financing is now included in revenue.

In light of the introduction of healthcare and mental healthcare funding reforms, several
accrued revenue items had been recognised at the end of 2024. The estimate was based on
objective findings relating to the funding shortfalls observed in the first year of implementation of
the reform (medical, post-acute and rehabilitation care) and on the existence of a principle of
securing "Mandatory French Health Insurance" funding until 2025 in the funding reform for mental
healthcare activities. Despite these observations and principles, government authorities
ultimately failed to allocate part of this additional funding, leading the Group to reverse
€15 million of this revenue through profit.


Revenue and other income from each business activity are shown below:

In thousands of euros First-half 2025 First-half 2024

Long-term Care 1,679,150 1,617,934

Specialty Care 645,831 680,351
330,803 337,719
Community Care

TOTAL 2,655,784 2,636,004




3.3 Other recurring operating data

Purchases used in the business correspond mainly to purchases of raw materials, energy and
various supplies, which decreased by €9.3 million year on year, including a portion owing to
lower energy costs.

External expenses consist mainly of fees and other remuneration paid to various intermediaries
for €54.8 million, rental expenses under leases outside the scope of IFRS 16 for €39.7 million (see
note 5.5 “Lease commitments”), upkeep and maintenance costs for €17.2 million, and
subcontracting costs totalling €30.6 million.
"Depreciation/amortisation, impairment and provisions" includes (i) €358 million of depreciation
and amortisation and (ii) €23.4 million of impairment and provisions.




41
3.4 Other operating income and expenses

These items represent the impact of major events during the accounting period that could distort
the interpretation of the Group’s performance, particularly of EBITDAR (Earnings Before Interest,
Taxes, Depreciation, Amortisation and Rent), which is the Group’s preferred indicator for
financial reporting purposes.

To facilitate the interpretation of operating performance, these income and expense items are
presented separately in the income statement.

They mainly consist of:
- capital gains and losses on the disposal of investments, and significant and unusual
impairment of non-current assets (property, plant and equipment and intangible assets);
- certain restructuring or merger expenses, consisting mainly of costs incurred in connection
with restructuring, reorganisations and transformations considered strategic for the Group,
that, because of their unusual nature and size, would distort operating income from ordinary
operations (impact of real estate asset refinancing transactions and disposals carried out in
connection with merger and acquisition transactions);
- costs related to mergers, acquisitions and asset disposals during the period;
- other income and expenses such as provisions for material litigation.



In thousands of euros 30.06.2025 30.06.2024

Reorganisation, restructuring and other costs (28,643) (29,786)

Income and expenses on disposals (4,943) (1,206)

Impairment (17,134) -

Other (2,010) (3,189)

TOTAL OTHER OPERATING INCOME AND EXPENSES (52,730) (34,181)




Other operating income and expenses mainly include:

- €28.6 million in reorganisation, restructuring and other costs, mainly related to strategic project
costs for €8.8 million, notably in France and Germany; and the impact of site closures as well
as restructuring costs related to organisational changes within the Group's network,
particularly in France for €12 million, and costs associated with the Group’s Refinancing Plan
for €5.8 million;




42
- €4.9 million in net costs on disposals and planned disposals under way as part of the
Refinancing Plan (see note 2 "Significant events of the period"), in France, Germany and Italy
in particular;


- €17.1 million of impairment losses, mainly relating to assets in Germany and France.




3.5 Working capital

a. Inventories

Inventories are valued at the lower of cost and net realisable value. The cost of inventories of
raw materials, goods for resale, personal protective equipment and other supplies consists of the
purchase price excluding taxes, less discounts, rebates and other deductions obtained, plus
incidental purchasing costs (transport, unloading charges, customs duties, purchasing
commissions, etc.). These inventories are measured using the first-in first-out (FIFO) method.


In thousands of euros 30.06.2025 31.12.2024

Inventories 47,110 30,348

Impairment allowances (9,743) (8,107)

NET VALUE 37,367 22,240



The gross value of inventories amounted to €47.1 million, mainly comprising linen, food products
and medicines (€32.3 million), as well as €14.8 million of construction in progress at Âges & Vie
Habitat, recognised within inventories as the buildings in question are being built on behalf of
the equity-accounted A&V property companies.




b. Receivables

Trade and other receivables are recognised at their nominal value, i.e., the fair value at the date
of initial recognition.
An impairment loss is recognised as from the date of initial recognition of the receivable as
required by IFRS 9. The level of provisioning depends both on the level of loss experienced in
previous years and on the risk assessment performed on the receivables in each of the countries
in which the Group operates.




43
In thousands of euros 30.06.2025 31.12.2024

Trade receivables 532,301 501,767

Impairment allowances (48,477) (44,457)

NET VALUE 483,824 457,310




In accordance with IFRS 9, the Group’s impairment rules for trade receivables depend on the
sector, country and nature of the receivable.


Some receivables in certain countries, such as Italy and Germany, are more than four years old.
In these countries, debts owed by residents are collected through dunning and court-ordered
enforcement. As an execution order is valid for several years, and in many cases the Group must
wait until a resident’s former home is sold, receivables more than four years past due have not
been written off.



Transfer and use of financial assets

As part of its financing policy, the Group has factoring agreements that allow a portion of trade
receivables held by certain subsidiaries to be sold to a group of financial institutions. These
transactions transfer substantially all the risks and rewards related to those receivables.

The risks and rewards test required under IFRS 9 has led the Group to derecognise almost all of
the receivables assigned under these factoring contracts.

The Group's strategy has been implemented in Italy with pro soluto factoring. The receivables
assigned by the Italian subsidiaries are sold at their nominal value less an initial charge of 0.3% to
0.6%, which is recognised in “Other operating expenses”, to which interest at the Euribor rate plus
a margin is added and recorded as a financial expense. At 30 June 2025, assigned receivables
derecognised and not yet collected by the factoring company represented €39.3 million, or
25.1% of current flows assigned and derecognised over the past twelve months. At 31 December
2024, this amount represented €43.4 million, i.e., 14.9% of the current amounts assigned and
derecognised during the period.

Quarterly breakdown of assigned receivables under pro soluto factoring First-quarter Second-quarter
30.06.2025
arrangements 2025 2025
Receivables assigned 69,374 88,560 157,934

Receivables collected 67,649 90,992 158,641

Fees for the management and collection of assigned receivables (252) (295) (547)

Corresponding financial expense (552) (749) (1,301)

Profit/(loss) on assignment (804) (1,044) (1,848)

NET CASH RECEIVED 66,845 89,948 156,793



44
c. Other receivables and current assets

Other receivables and current assets consist of the following:

In thousands of euros 30.06.2025 31.12.2024

Tax receivables, excluding current taxes 169,764 168,311

Social security receivables 13,453 15,051

Advances and down payments 18,642 36,015

Prepaid expenses 76,970 49,763

Other debtors 301,187 314,309

Other receivables and current assets in working capital 580,016 583,449

Advances on current accounts* and receivables on acquisitions/disposals of non-current assets 62,398 59,791

Impairment of other receivables (30,659) (27,514)

VALUE OF OTHER RECEIVABLES 611,755 615,726

Deposits and guarantees 1,478 1,045

Other non-current financial assets 348 28

VALUE OF OTHER CURRENT FINANCIAL ASSETS 1,826 1,073

TOTAL OTHER RECEIVABLES AND CURRENT ASSETS 613,581 616,799

(1) Mainly current accounts with equity-accounted companies.


The countries accounting for most of the "Other receivables and current assets" line are France
(€423.2 million), Germany (€66.5 million) and Italy (€59.2 million).



d. Trade payables, other payables and accruals

Trade and other payables are recognised at historical cost (which is the amortised cost).




In thousands of euros 30.06.2025 31.12.2024

Trade payables 547,243 570,028

TOTAL TRADE PAYABLES AND RELATED ACCOUNTS 547,243 570,028
From an operational standpoint, the main contributors to trade payables are France
(€226 million), Italy (€163.1 million), Germany (€75 million) and Benelux (€69.2 million).




45
Reverse factoring

In Spain and Italy, trade payables mainly comprise amounts owed to the Group's suppliers, as
well as amounts that the Group's suppliers have transferred to a financial institution under reverse
factoring programmes. In accordance with the amendment to IAS 7 on disclosures to be
provided in notes to financial statements in respect of supplier financing arrangements,
applicable as of 1 January 2024, the payables subject to these two reverse factoring
programmes with financial institutions were analysed by the Group. As a result of its analysis, the
payables were classified as trade payables in its statement of financial position. As trade
payables are not substantially modified as a result of these programmes and as the terms of
payment to financial institutions are similar to those agreed with suppliers, these payables are
considered as trade payables and the corresponding payments as operating cash flows.

Two reverse factoring programmes have been in place with two financial institutions since 2016
in Italy and 2021 in Spain, and are renewable annually in Spain and every two years in Italy.
Under these factoring agreements, the suppliers concerned receive payment of their invoices
from the financial institutions before their original due date (mostly 60 days for Spain and 150
days for Italy). Invoices transferred by the supplier to the financial institution are payable by the
Group on the initial due date. They are considered by the Group as trade payables and their
payments as operating cash flows, given that payments to financial institutions are conducted
under the same conditions as those agreed with the supplier. Trade payables under reverse
factoring programmes amounted to around €47.5 million in Italy and €3.3 million in Spain at
30 June 2025, compared with €41.4 million and €3.2 million respectively at 31 December 2024. A
new reverse factoring agreement, renewable annually and with terms and conditions similar to
those already in force, was signed in Spain in May 2025, and will be implemented at the start of
the second half of 2025.




46
The Group’s other payables and accruals can be analysed as follows at 30 June 2025:



In thousands of euros 30.06.2025 31.12.2024

Residents’ deposits 67,734 67,459

Advances and down payments made on orders 52,383 56,025

Non-corporate income tax liabilities 150,833 117,054

Payroll liabilities 368,277 359,841

Other liabilities 150,007 143,300

Deferred income 41,588 51,655

Payables and accruals in working capital 830,822 795,334

Payables to suppliers of non-current assets 64,704 95,903

Dividends payable 302 -

TOTAL OTHER PAYABLES AND ACCRUALS 895,828 891,238



From an operational standpoint, the main contributors to other payables and accruals are
Germany (€316.4 million), France (€322.2 million), Benelux (€146 million) and Italy (€88.4 million).



Change in working capital

Working capital includes the following items:

Change in working
In thousands of euros 31.12.2024 Changes in scope1 Other changes 30.06.2025
capital

Inventories [A] 30,347 (26) (6,572) 23,360 47,110

Trade receivables and related accounts [B] 501,767 (1,094) 47,309 (15,681) 532,301

Other receivables and current assets [C] 583,449 140 18,020 (21,593) 580,016

Trade payables and related accounts [D] 570,028 138 (30,239) 7,316 547,243

Other payables and accruals [E] 795,334 (379) 69,872 (34,084) 830,822

Working capital [F] = [D] + [E] - [A] - [B] - [C] 249,799 739 (19,124) (12,854) 218,638

(1) Includes reclassifications to assets held for sale (IFRS 5).




The Group excludes tax receivables and payables and investment-related receivables and
payables from its calculation of working capital. Working capital is based on the gross value of
inventories and receivables.




47
3.6 Non-current assets

At 30 June 2025, the Group's non-current assets break down as follows by country:

France Germany Italy Benelux1 Spain Total
In thousands of euros
2
Non-current assets at 31 December 2024 5,894,610 2,354,349 1,507,704 2,033,389 576,107 12,366,160

Change2 (215,201) (69,739) (21,354) (22,904) 3,461 (325,735)

2
Non-current assets at 30 June 2025 5,679,410 2,284,610 1,486,350 2,010,486 579,569 12,040,424


o/w:

Goodwill 1,451,582 720,077 413,876 268,974 295,302 3,149,811

Licences 1,386,482 - 424,019 227,209 53,141 2,090,850

Other intangible assets 152,786 16,488 15,735 9,251 22,670 216,930

Property, plant and equipment 1,507,225 518,024 480,754 381,475 144,818 3,032,296

Right-of-use assets 1,118,841 1,030,022 151,236 1,123,576 63,636 3,487,312

Other non-current assets 62,493 - 730 - - 63,224

(1)Includes €408 million of non-current assets in the Netherlands.

(2) Restated for non-current financial assets and deferred tax assets.




Details of goodwill, licences, other intangible assets, property, plant and equipment and right-
of-use assets are provided in note 5 "Goodwill, intangible assets and property, plant and
equipment."




NOTE 4. EMPLOYEE EXPENSES AND BENEFITS

4.1 Payroll expenses

In thousands of euros First-half 2025 First-half 2024
Wages and salaries (1,168,399) (1,131,822)
Payroll taxes (343,290) (341,670)
Compulsory employee profit
(4,465) (4,160)
sharing
Free share awards (2,339) (524)
Other payroll expenses (112,368) (100,850)
TOTAL (1,630,861) (1,579,026)

Payroll expenses rose by 3.3% in the first half of 2025.




48
4.2 Employee share ownership plan

In 2022, the Group set up a leveraged employee share ownership plan that offers employees
the possibility to purchase the Group’s shares at a discounted price. To calculate the IFRS 2
expense used to measure the employee benefit, the Group adjusts the amount of the discount
granted to employees on the share subscription price in accordance with the following two
factors:
- the cost of the five-year “lock-in”, or non-transferability period, that applies to the shares
granted to employees. This cost takes into account the five years during which the shares
may not be sold or otherwise transferred, and is equivalent to the cost of a two-step
investment strategy in which a market participant sells the shares at the end of the five-year
period and borrows the amount necessary to buy an equivalent number of immediately
transferable shares, this being financed by means of the forward sale of the shares and the
dividends paid during the lock-in period. This cost is calculated on the basis of the following
factors:
• the share subscription price is the volume-weighted average price of Clariane shares over
the 20 previous trading days, less a discount,
• the award date of the rights under the plan is the date on which employees are informed
of its specific terms and conditions, and of the share subscription price in particular,
• the lending rate offered to employees, which is used to determine the non-transferability
cost of the shares, is the rate that a bank would offer to an individual with an average risk
profile for a balloon-payment consumer loan with a term equal to the duration of the plan;
- the opportunity gain offering employees the possibility of benefiting from the same market
conditions as the Group.


No new employee share ownership plans have been set up by the Group since 2022.



4.3 Employee benefits

Employee benefits, comprising post-employment benefits (lump sum retirement benefits, TFR –
Trattamento di Fine Rapporto) and long-term benefits such as jubilee and long-service awards
(MDT), are calculated for interim periods on the basis of actuarial valuations carried out at the
end of the previous annual reporting period (see note 1.4 "Presentation of the consolidated
financial statements").




49
4.4 Share-based payments

In accordance with IFRS 2, share-based payments – such as free shares granted to employees
and officers – are expensed over the vesting period.

The Clariane Group has set up free share plans which are considered to be equity-settled within
the meaning of IFRS 2 (plans settled by the delivery of Clariane shares at the end of the vesting
period), for which an expense is recognised with a corresponding increase in equity. For these
plans, the fair value of the equity instruments granted is the Clariane share price at the grant
date less the expected dividends over the vesting period. The number of equity instruments
granted may be reviewed during the vesting period to account for anticipated non-compliance
with “non-market related” performance conditions or the turnover rate of the beneficiaries.
The fair value of IFRS 2 plans was determined by an external expert using valuation models that
take into account the plan’s specific characteristics, market data observed at the grant date
and certain assumptions by the Group’s management. Fair value is assessed twice a year, at 30
June and 31 December, taking into account changes in the probability of meeting the various
conditions specific to each plan.


2021 2022 2022 2023 2023
free free free free free 2024 free
In thousands of euros Total
share share share share share share plan #1
plan #3 plan #1 plan #2 plan #1 plan #2
Subject to service conditions Yes Yes Yes Yes Yes Yes

Subject to performance conditions Yes No Yes No Yes Yes

Vesting date 14 March 2025 22 June 2025 22 June 2025 15 June 2026 15 June 2026 5 August 2027

Number of shares initially granted(1) 211,543 184,272 1,024,774 258,060 1,438,185 6,880,814 9,997,648

Number of shares vested 52,886 117,264 603,548 773,698

Accounting expense for previous financial years 426 1,109 4,419 440 699 596 7,688

Accounting expense for first-half 2025 596 (29) 1,258 231 227 823 3,105

Share price at the grant date 30.50 14.83 14.83 7.51 7.51 1.90


IFRS 2 FAIR VALUE OF THE PLANS 1,021 1,068 5,575 985 1,360 4,722 14,732

(1) Number of units adjusted for capital increases carried out in June and July 2024




50
Outstanding free share plans with performance conditions (excluding the “Growth share plan”)

For all free share plans subject to performance conditions, the shares are awarded to certain
employees and corporate officers. Vesting of these shares is subject to a service condition
(continued employment by the Group throughout the vesting period) and, for certain plans, that
the following performance targets are achieved:

- for the “2022 plan" (with performance conditions): 2024 revenue, 2024 earnings per share
and CSR criteria (lost-time accident frequency rate and satisfaction rate among
residents/patients and their families). The shares granted under the "2022 Plan" (with and
without performance conditions) vested on 22 June 2025 and resulted in the allocation of
720,812 new shares to the beneficiaries of these plans;
- for the “2023 plan" (with performance conditions): 2025 revenue, 2025 earnings per share,
the composite indicator on quality and safety of care4 and CSR criteria (gender diversity
within Group and country management committees and reduction in carbon emissions);
- for the "2024 Plan" (with performance conditions): 2026 revenue, 2026 free operating cash
flow, 2025 and 2026 financial leverage ratios, and CSR criteria (2026 satisfaction rate,
reduction in carbon emissions, employee engagement, gender diversity within Group and
country management committees).



Outstanding free share plans with no performance requirements

In 2022 and 2023, two plans without performance conditions were also granted to several
employees identified as high potential employees and key resources for the Group, and to
specific medical functions.
As described above, the shares granted under the "2022 Plan" (with and without performance
conditions) vested on 22 June 2025 and resulted in the allocation of 720,812 new shares to the
beneficiaries of these plans.




Growth share plan

Lastly, a special free share plan was set up in 2021 for the managers of new business activities,
subject to the achievement of specific 2024 revenue and 2024 EBITDA targets for these new
activities. The vesting period ended on 14 March 2025, resulting in the grant of 52,886 new shares
to the beneficiaries of the plan.




4 Indicator created in 2022 and serving as a basis for measuring the Group's requirements in terms of quality of care.


51
NOTE 5. Goodwill, intangible assets and property, plant and equipment

5.1 Goodwill

In accordance with IFRS 3, at the acquisition date, business combinations are recognised as
follows:

- the identifiable assets acquired and the liabilities assumed are measured at fair value at the
acquisition date;
- non-controlling interests are measured either at fair value (i.e., with goodwill allocated to
noncontrolling interests – the “full goodwill method“) or at the proportionate share of the fair
value of the acquired entity’s identifiable net assets (i.e., with no goodwill allocated to
noncontrolling interests – the “partial goodwill method“). This option may be decided
individually for each business combination;
- acquisition costs are expensed when incurred and are recorded under "Other operating
income and expenses" in the consolidated income statement;
- any earn-out payments on business combinations are recognised at fair value at the
acquisition date. After the acquisition date, earn-outs are recognised at fair value at each
reporting date. Beyond one year after the acquisition date, any change in this fair value is
recognised in income. Within this one-year period, any change in this fair value that is
explicitly linked to events subsequent to the acquisition date will also be recognised in
income. Other changes are recognised against goodwill.

The accounting treatment of changes in the fair value of earn-outs must be consistent with its
type and purpose, and consists in separating out the change in fair value linked to the time value
of money (recognised as a financial expense) and the residual amount (shown in operating
income). Specifically:

- when the change in fair value results from updating assumptions relating to the expected
future operating performance of the acquiree, the movements are recognised in operating
items;
- when they mainly result from updating expected future cash flows, they are considered to be
a financial component and are recognised in financial items.




52
At the acquisition date, goodwill is the difference between:

- the fair value of the consideration transferred, plus the amount of non-controlling interests in
the acquiree and, where a business combination takes place in several stages, the fair value
at the acquisition date of the acquirer’s previously held equity interest in the acquiree, which
is remeasured in the income statement;
- the net fair value of identifiable assets acquired and liabilities assumed at the acquisition
date, measured at fair value.

Goodwill is not amortised. In accordance with IAS 36 “Impairment of Assets”, goodwill is tested
for impairment at least once a year, and more frequently if there is evidence of impairment.


Change in goodwill

Changes in goodwill in the first half of 2025 are as follows:
In thousands of euros 30.06.2025 31.12.2024
Gross goodwill at start of period 3,239,523 3,287,524
Acquisitions 3,985 3,731
Final allocation of goodwill 3,097
Valuation of commitment to purchase non-controlling interests
Disposals (4,197) (14,829)
Reclassifications and other impacts
Assets held for sale (89,500) (40,000)
Gross goodwill at end of period 3,149,811 3,239,523
Impairment at start of period
Impairment during the period
Impairment at end of period
Net goodwill at start of period 3,239,523 3,287,524
NET GOODWILL AT END OF PERIOD 3,149,811 3,239,523


Most goodwill arises from the recognition of licences, real estate developments and leases. Most
of the changes in goodwill in the first half of 2025 are attributable to:

- Assets held for sale: the impact of the classification as assets held for sale in the 30 June 2025
consolidated financial statements of the Petits-fils network in France, the disposal of which
was announced by the Group on 12 June 2025 (see note 2.4 “Material information on
significant changes in scope” – "Assets held for sale"). The transaction closed on 29 July 2025
(see note 14 “Events after the reporting date”).
- Disposals: the impact corresponds mainly to goodwill written off following disposals in
Germany, Italy and France.




53
At 30 June 2025, the Group’s goodwill breaks down as follows:

In thousands of euros France Germany Benelux1 Italy Spain Total
Net goodwill at start of period 1,538,378 721,568 268,944 415,332 295,302 3,239,523
Changes in scope 2,705 (1,491) 30 (1,456) - (213)
Final allocation of goodwill - - - - - -
Impairment - - - -
Assets held for sale (89,500) - - - - (89,500)
NET GOODWILL AT END OF PERIOD 1,451,582 720,077 268,974 413,876 295,302 3,149,811
(1)Includes €75.5 million of goodwill in the Netherlands.



Goodwill was tested for impairment in 2024. At 30 June 2025, the Group did not identify any
indications of impairment. The Group reviewed the performance of each CGU over the first half
of 2025, and the assumptions on which these tests were based at 31 December 2024 have not
been called into question by the events of the first half year. The WACC and long-term growth
rates used remain in line with those observed at 31 December 2024, except for the Netherlands
(WACC revised upwards to 5.75% from 5.5% at 31 December 2024) and Germany (long-term
growth rate revised upwards to 2.00% from 1.90% at 31 December 2024). The conclusions of the
sensitivity tests to changes in the WACC and long-term growth rates carried out at 30 June
remained in line with those observed at 31 December 2024.




5.2 Intangible assets

In accordance with IFRS 3, at the date control of a subsidiary is acquired, the identifiable assets
acquired and liabilities assumed are measured at fair value.

Measurement of intangible assets

Operating licences acquired (intangible assets) are measured at the acquisition date at their
fair value, which is determined using a multi-criteria approach that takes into account the
characteristics of the facility, such as its revenue multiple, and the cash flow forecast in the
business plan for the acquisition.

In France, licences to operate nursing homes are granted for a period of 15 years, and those for
medical care and rehabilitation clinics, along with mental health clinics, for a renewable period
of seven years. Operating licences may only be revoked if the facility fails to comply with its
regulatory operating obligations, and in particular with minimum standards of competence and
care, as verified by assessment records and/or compliance visits. Therefore, "licences" are
considered to be indefinite-lived and no amortisation is recognised in the consolidated financial
statements.




54
In Germany, a licence granted by the government is not required to operate facilities, which are
essentially subject to technical standards. Operating rights do not meet the definition of an
identifiable intangible asset and are therefore included in goodwill.

In Belgium, the long-term care market is subject to substantial regulatory barriers to entry, with
regulation at regional level, operating licence requirements, and price controls on
accommodation rates. Licences are therefore recognised as intangible assets.

In Italy, national laws impose minimum structural requirements. Each region transposes these
regulations at its particular level. Italian institutions are subject to supervision by the regulatory
authorities under agreements entered into with those authorities. Operating licences are
mandatory and are therefore recognised as intangible assets.

In Spain, the social services issue regional licences to operate nursing homes. The licences
depend on the technical standards of the facility. Therefore, operating rights do not meet the
definition of an identifiable intangible asset. However, facilities may share beds with other
facilities as part of a regional funding programme. The licence required for this purpose may be
classified as an intangible asset and subsequently amortised over the term of the concession
granted by the region.

In the Netherlands, operating licences exist but they are not particularly difficult to obtain.
However, when a facility has been opened, it may enter into a contract with a private health
insurer and provide home care under the VPT regime. These contracts make it possible to charge
higher rates and provide more services to residents. Accordingly, contracts of this type in
existence at the acquisition date are therefore recognised and measured as intangible assets.

In accordance with IAS 36 “Impairment of Assets”, goodwill is tested for impairment at least once
a year, and more frequently if there is evidence of impairment.




55
Intangible assets are shown in the table below:

In thousands of euros Licences Other Total
Gross value at start of period 2,141,593 476,941 2,618,534
Changes in scope - (3,584) (3,584)
Disposals (5,191) (1,788) (6,980)
Acquisitions 62 24,602 24,664
Transfers - - -
Reclassifications and other impacts - 107 107
Assets held for sale (527) (15,370) (15,897)
Gross value at end of period 2,135,937 480,907 2,616,844
Amortisation and impairment at start of period 39,583 242,774 282,357
Changes in scope - (2,113) (2,113)
Disposals - (1,398) (1,398)
Amortisation and impairment 5,503 25,481 30,984
Reclassifications and other impacts - 24 24
Assets held for sale - (791) (791)
Amortisation and impairment at end of period 45,086 263,977 309,063
Net carrying amount at start of period 2,102,010 234,167 2,336,177
NET CARRYING AMOUNT AT END OF PERIOD 2,090,851 216,930 2,307,781



Licences break down as follows for each operating segment:

In thousands of euros France Benelux1 Italy Spain Total
Gross value at start of period 1,416,276 227,406 436,373 61,538 2,141,593
Impairment 20,533 197 12,027 6,827 39,583
Net carrying amount at start of period 1,395,744 227,209 424,346 54,712 2,102,010
Gross value at end of period 1,410,885 227,406 436,046 61,600 2,135,937
Impairment 24,403 197 12,027 8,459 45,086
Net carrying amount at end of period 1,386,482 227,209 424,019 53,141 2,090,851

(1)Includes €8.7 million of goodwill in the Netherlands.




No single licence represents a material amount for the Group. The change in licences in France
is mainly due to a disposal during the first half of the year for €4.9 million, and to the write-down
of a licence for €3.9 million in connection with the planned closure of a facility. The change in
licences in Spain is related to amortisation charged against these items.

Intangible assets were tested for impairment at 31 December 2024. The assumptions used for the
tests in 2024 have not been called into question by the events of the first half year, and the Group
has carried out a performance review of each CGU for the first half of 2025. The WACC and
long-term growth rates used remain in line with those observed at 31 December 2024, except for
the Netherlands (WACC revised upwards to 5.75% from 5.5% at 31 December 2024) and
Germany (long-term growth rate revised upwards to 2.00% from 1.90% at 31 December 2024). At
30 June 2025, no indication of impairment was identified as a result of these reviews, and
sensitivity to changes in interest rates (WACC and long-term growth rates) remained in line with
that observed at 31 December 2024.




56
5.3 Property, plant and equipment

Property, plant and equipment are reported at their acquisition cost, less any investment
subsidies. Property, plant and equipment acquired as part of a business combination are
measured at fair value at the acquisition date.
Key components of a non-current asset that have a useful life that is shorter than that of the asset
itself are identified so that they may be depreciated over their own useful life.


At each reporting date, the historical cost is reduced by accumulated depreciation and any
provisions for impairment determined as part of the impairment tests carried out at least once a
year, or more frequently if there is an indication of impairment, in accordance with IAS 36
"Impairment of Assets".


LEASES
Since 1 January 2019, the Group has applied IFRS 16, which results in:
- the recognition of right-of-use assets and lease liabilities;


- the reclassification of assets and liabilities recognised under existing finance leases;


- the reclassification of lease incentives as a reduction in right-of-use assets.


DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT


Depreciation of property, plant and equipment is calculated using the straight-line method
over the useful lives set out below (in years):


Category Useful life (years) Method
Structures 60 Straight line
Construction components 7 to 30 Straight line
Machinery and equipment 5 to 15 Straight line
Other improvements, fixtures and fittings 3 to 5 Straight line
Medical equipment 2 to 10 Straight line
Other equipment and furniture 2 to 10 Straight line
Software 1 to 7 Straight line
Vehicles 5 Straight line




57
At 30 June 2025, property, plant and equipment can be analysed as follows:
Plant, machinery and
Assets in progress and
In thousands of euros Land Buildings other property, plant Total
down payments
and equipment
Gross value at start of period 346,376 2,856,866 1,836,914 199,691 5,239,847

Changes in scope (41) (57) (1,430) - (1,528)

Disposals (2,503) (10,552) (12,753) (41,346) (67,155)

Acquisitions 2,592 16,175 42,849 31,709 93,325

Transfers 4,725 7,681 15,477 (27,883) -

Reclassifications and other impacts - (118) (860) (795) (1,773)

Assets held for sale - (19) (2,804) (47) (2,870)

Gross value at end of period 351,149 2,869,976 1,877,393 161,330 5,259,847

Accumulated depreciation at start of period 723 976,285 1,147,645 6,446 2,131,099

Changes in scope - (7) (685) - (692)

Additions - 53,127 57,825 - 110,952

Disposals - (3,959) (8,715) (172) (12,846)

Reclassifications and other impacts - (4,924) (301) 5,349 124

Assets held for sale - (16) (1,070) - (1,086)

Accumulated depreciation at end of period 723 1,020,506 1,194,699 11,623 2,227,551

Net carrying amount at start of period 345,653 1,880,581 689,269 193,245 3,108,748

NET CARRYING AMOUNT AT END OF PERIOD 350,426 1,849,470 682,694 149,707 3,032,296




BORROWING COSTS


Pursuant to IAS 23, borrowing costs that are directly attributable to the acquisition, construction
or production of a qualifying asset (in particular, buildings) are included in the cost of that asset.
The rate that may be used is the average cost of the Group’s debt after hedging.


Borrowing costs totalled €0.7 million at 30 June 2025, versus €1.9 million at 31 December 2024.




5.4 Changes in cash flows in relation to acquisitions of non-current assets

Cash flows relating to acquisitions of property, plant and equipment and intangible assets are
shown below:

In thousands of euros 30.06.2025 30.06.2024
Acquisitions of intangible assets (10,202) (21,441)
Change in payables on acquisitions of intangible assets (3,143) (694)
Acquisitions of property, plant and equipment (91,818) (163,104)
Change in payables on acquisitions of property, plant and equipment and other
assets (7,896) 28,943
INVESTMENTS IN PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE
(113,059) (156,296)
ASSETS




58
5.5 Leases

Right-of-use assets recognised include the value of the associated lease liabilities, to which the
following may be added where appropriate:

- lease payments made before the asset is made available;

- the initial direct costs incurred to obtain the lease, less any incentives received.

Right-of-use assets are depreciated on a straight-line basis over the term of the lease.

Lease liabilities represent the present value of:

- future lease payments (these include payments that are fixed or fixed in substance and those
pegged to an index or rate);

- any incentives receivable;

- amounts that Clariane expects to pay under residual value guarantees;

- the exercise price of asset purchase options that the Group is reasonably certain to exercise;

- as well as any penalties that may be required to terminate the lease.

The Group recognises a weighted average lease term of 12 years.
The discount rates used are reviewed for each country at the end of each year and more
frequently if necessary. These rates depend on the average incremental borrowing rate and
average maturity for each country, as well as on the Group’s leverage. The Group’s average
rate as of January 2025 is 6.50%.

Real estate accounts for 96% of all leases. The remaining leases are for vehicles, power
equipment, work clothes and medical equipment.

Payments on exempted leases and variable payments continue to be recognised directly in
operating expenses, and can be analysed as follows for the first half of 2025:



In thousands of euros 30.06.2025 30.06.2024
Short-term leases (3,087) (9,659)
Low value leases (4,426) (9,801)
Other lease expenses (fees and taxes) (32,145) (19,419)
Total (39,658) (38,879)




59
Change in right-of-use assets by category of underlying assets


In thousands of euros

Right-of-use assets at 31 December 2024 3,617,552
Inflows of assets, net of renegotiations 95,505
Amortisation and impairment (225,181)
Changes in scope (985)
Other changes 421
Right-of-use assets at 30 June 2025 3,487,312

- of which right-of-use real estate assets 3,475,876
- of which right-of-use non-real estate assets 11,436



Right-of-use assets at 30 June 2025 can be analysed by country as follows:

In thousands of euros France Germany Benelux1 Italy Spain Total

Right-of-use assets 1,118,841 1,030,022 1,123,576 151,236 63,636 3,487,312


(1) Includes €282 million of right-of-use assets in the Netherlands.




Change in lease liabilities

In thousands of euros

Lease liabilities at 31 December 2024 4,018,258

Present value of debt and new leases 95,505

Repayment of debt (214,035)

Change in lease term/lease amount 1,141

Changes in scope (1,025)

Other changes (1,417)

Lease liabilities at 30 June 2025 3,898,427




Change in cash outflow on leases

In thousands of euros 30.06.2025 30.06.2024
Repayment of lease liabilities (214,035) (213,370)
Interest on lease liabilities (68,187) (66,299)
RENTAL EXPENSE UNDER LEASES (282,222) (279,669)




60
Maturity of lease liabilities at 30 June 2025

More than 5
In thousands of euros Total Less than 1 year 1 to 5 years
years
Lease liabilities 3,898,427 403,533 1,380,110 2,114,784



Maturity of undiscounted lease liabilities at 30 June 2025


More than 5
In thousands of euros Total Less than 1 year 1 to 5 years
years
Undiscounted lease liabilities 4,767,208 506,239 1,740,346 2,520,623




NOTE 6. EQUITY-ACCOUNTED INVESTMENTS

The respective contributions of associates and joint ventures to the statement of financial
position at 30 June 2025 and 31 December 2024 and to the income statement for the years then
ended are shown below:
Centro Clinico
Total at 30 SCI Korian Étoile
In thousands of euros Vivason Colle Cesarano Foncière A&V Foncière A&V 2
June 2025 Immobilier 3
S.r.l.


Country France Italy France France France
Percentage of shares held 50% 30% 30% 30% 51%

Statement of financial position
Equity-accounted investments 63,224 18,799 731 24,432 2,560 16,702

Income statement
Profit/(loss) from equity-accounted companies (936) 0 (8) (488) (574) 134




Centro Clinico
Total at 31 SCI Korian Étoile
In thousands of euros Vivason Colle Cesarano Foncière A&V Foncière A&V 2
Dec. 2024 Immobilier 3
S.r.l.


Country France Italy France France France
Percentage of shares held 50% 30% 30% 30% 51%

Statement of financial position
Equity-accounted investments 64,160 18,799 739 25,080 2,974 16,568

Income statement
Profit/(loss) from equity-accounted companies 381 174 (6) 1,344 (1,087) (44)




The main transactions during the period and positions at 30 June 2025 with related parties
included in the Group’s consolidated financial statements are as follows:


- €70.1 million in financial receivables with A&V real estate companies, subject to terms similar
to those of the loan granted to the Group by the European Investment Bank, the sole purpose
of which is to finance Âges & Vie (see note 9.2 “Net financial debt”);


- €31.8 million of current account receivables with A&V real estate companies.


61
NOTE 7. EQUITY

Share capital


There are no rights, privileges or restrictions attached to the shares that comprise the share
capital. Nor are there any shares reserved for issue under share sale agreements or options.


On 21 March 2025, the Chief Executive Officer decided to draw up the definitive list of
beneficiaries of the Growth share plan, under which shares had been awarded on
24 February 2021, along with the final number of shares allocated to them under this share plan.
This decision was taken in accordance with the sub-delegation of powers granted by the Board
of Directors on 21 March 2025 and after noting the fulfilment of the service and performance
conditions provided for by this share plan. The Chief Executive Officer therefore decided to
increase Clariane's share capital by capitalising €528.86 from retained earnings to issue 52,886
new ordinary shares, each with a par value of €0.01 for the beneficiaries.


On 22 June 2025, the Chief Executive Officer decided to draw up the definitive list of
beneficiaries of the 2022 Plan with performance conditions and the 2022 Plan without
performance conditions, under which shares had been awarded on 22 June 2022, the number
of which was adjusted on 5 August 2024, along with the final number of shares allocated to them
under these two 2022 share plans. This decision was taken in accordance with the sub-
delegation of powers granted by the Board of Directors on 24 February 2025 and after noting
the fulfilment of the performance conditions of the share plan with performance conditions and
fulfilment at 22 June 2025 of the service condition for the 2022 share plan with performance
conditions and the 2022 share plan without performance conditions. The Chief Executive Officer
therefore decided to increase Clariane's share capital by capitalising €7,208.12 from non-
distributable reserves to issue 720,812 new ordinary shares, each with a par value of €0.01 for the
beneficiaries.


Share capital totalled 3,567,544.59 at 30 June 2025, comprising 356,754,459 fully paid-up pari
passu ordinary shares, each with a par value of €0.01.


The documentation for the syndicated facility, which was renewed by the Group in February
2025, stipulated that no dividends could be paid as long as the Wholeco consolidated financial
leverage was above 4.0x at the end of the financial year, with distributions capped at 40% of
net profit. As the Wholeco consolidated financial leverage ratio was 5.8x at 31 December 2024
(see note 9.2 "Net financial debt"), no dividend was paid in respect of 2024.




62
Hybrid bonds
On 8 September 2021, the Group issued new undated unsubordinated bonds optionally
redeemable in cash and/or in new and/or existing shares (ODIRNANE bonds), with cancellation
of preferential subscription rights, for a nominal amount of €332.5 million. These bonds were
issued with the following characteristics:


- a nominal value of €44.28 each, representing a conversion premium of 30.0% over the
reference share price;


- interest due until 8 September 2026 at a fixed nominal annual rate of 1.875% paid half-yearly
and initially on 8 March 2022;


- and as of 8 September 2026, interest at an annual rate equal to six-month Euribor plus
900 basis points, payable half-yearly in arrears on each interest payment date, and initially, if
applicable, on 8 March 2027, unless interest payments are suspended.


At 30 June 2025, the applicable conversion ratio is 1,788 Clariane shares for 1 ODIRNANE bond.


In accordance with IAS 32, these hybrid financial instruments were recognised as equity
instruments for an amount net of interest and issue costs of €315.4 million at 30 June 2025
(€318.9 million at 31 December 2024).



The ODIRNANE contract also provides for a 500-basis-point increase in the coupon if Clariane
decides not to redeem the bonds following a change of control (defined as holding (i) the
majority of the voting rights attached to the shares, or (ii) more than 40% of these voting rights if
no Clariane shareholders hold a higher percentage).




GBP 200 million non-convertible green hybrid bond
On 8 June 2021, Clariane announced the successful placement of a GBP 200 million non-
convertible hybrid green perpetual bond paying an initial coupon of 4.125%. In accordance
with the terms and conditions of the issue, this coupon was increased to 13.168% on 15 June 2024
(based on the five-year gilt yield observed on that date plus 9.079%), for a period of five years
from that date. The bond is redeemable at par, at the issuer’s discretion, on 15 June each year
(the anniversary date of the issue).
The proceeds of this green bond will be used to upgrade, purchase and develop real estate
assets. The entire issue was recognised in equity.




63
OCEANE bonds
On 3 March 2020, Clariane announced the successful placement of its issue of bonds convertible
into and/or exchangeable for new and/or existing shares (OCEANE) maturing in 2027 for a
nominal amount of approximately €400 million.


The bonds were issued at par and their nominal value was set at €61.53 each, resulting in a
conversion premium of 55% over the Clariane Group’s reference share price.


The cancellation of 640,000 OCEANE bonds in the first half of 2022 reduced the nominal value to
€360 million. The applicable conversion ratio is 1.972 Clariane shares for 1 OCEANE bond at 30
June 2025. In accordance with IAS 32, the cancellation of these OCEANE bonds reduced the
fair value of the redemption option sold to holders to €30 million. The OCEANE contract provides
holders with the option of requesting redemption of the instrument at par plus interest accrued
to the redemption date in the event of a change of control (defined as holding (i) the majority
of the voting rights attached to the shares or if none of the Company's shareholders holds a
higher percentage, or (ii) more than 40% of these voting rights).




Real estate partnerships
The Group pressed ahead with its real estate strategy during the period, setting up long-term
partnerships in the form of special-purpose vehicles holding its non-development assets. Based
on an analysis of these partnerships in light of IFRS 10, Clariane was not found to control these
vehicles.

At 30 June 2025, the Group formed part of the following real estate partnerships:
- the partnership entered into in 2020 with BNP Paribas Cardif and EDF Invest for a total of
€336 million, representing 49% of the shares in the real estate vehicle, worth €1 billion. This
partnership provides for the following:
• a term of 15 years,
• a guarantee for investors of a level of return between a specified floor and a cap. This
means that if an investor exits with an IRR below the floor, Clariane will compensate the
loss so that the investor's IRR is equivalent to the floor. Conversely, if the investor achieves
an IRR higher than the cap, Clariane will receive the amount needed to return the
investor's IRR to a level equivalent to the cap,
• decisions on payouts of dividends and other issue premiums to be made annually by the
parties. The annual remuneration anticipated in the business plan in the form of dividends
is 4.5% on average over the term of the plan,
• a non-transferability period of seven years, except in the case of unrestricted transfers
provided for in the shareholders' agreement,


64
• at the end of this period, an option for investors to sell their shares during two annual
windows, subject to Clariane's right of first refusal,
• if Clariane does not exercise its right of first refusal, or if Clariane's offer is rejected by the
seller, the seller may appoint an investment bank to organise a sale process,
• a tag-along right for investors in the event of the sale of shares in the vehicle by Clariane,
• an obligation for investors to sell their shares in the vehicle (drag-along) if Clariane
receives an offer for 100% of its shares,
• unwinding of the vehicle after 14 years, through the sale of investors' shares or, failing that,
the sale of portfolio assets,
• Clariane has the majority of seats on the Supervisory Board and certain decisions require
the approval of BNP Paribas Cardif and EDF Invest, considered to be protective rights for
investors.
- the partnership entered into in 2021 with OAK JVCO for a total of €98 million, also
representing 49% of the shares in the real estate vehicle, worth €320 million. This partnership
provides for the following:
• a term of 15 years,
• a guarantee for investors of a level of return between a specified floor and a cap. This
means that if an investor exits with an IRR below the floor, Clariane will compensate the
loss so that the investor's IRR is equivalent to the floor. Conversely, if the investor achieves
an IRR higher than the cap, Clariane will receive the amount needed to return the
investor's IRR to a level equivalent to the cap,


• decisions on payouts of dividends and other issue premiums to be made annually by the
parties. The annual remuneration anticipated in the business plan in the form of dividends
is 4.5% on average over the term of the plan,
• a non-transferability period of seven years, except in the case of unrestricted transfers
provided for in the shareholders' agreement,
• at the end of this period or if the Company is delisted, an option for investors to sell their
shares once a year, subject to Clariane's right of first refusal,
• if Clariane does not exercise its right of first refusal, or if Clariane's offer is rejected by the
seller, the seller may organise a sale process,
• a tag-along right for investors in the event of the sale of shares in the vehicle by Clariane,
• an obligation for investors to sell their shares in the vehicle (drag-along) if Clariane
receives an offer for 100% of its shares,
• a purchase option for Clariane from the tenth anniversary of the transaction,
• Clariane has the majority of seats on the Supervisory Board and certain decisions require
the approval of OAK JVCO, considered to be protective rights for investors.




65
- the real estate partnership entered into with Amundi Immobilier, Covéa, Crédit Agricole
Assurances and Malakoff Humanis in June 2023 covers a pan-European portfolio of 46 assets
located in France (13 assets), Italy (13 assets), Spain (9 assets), Germany (7 assets) and the
Netherlands (4 assets), representing a value of around €500 million. The partners hold around
40% of the capital, for a total investment of €120 million. The amounts released by the
investors at closing were used to repay intra-group current account receivables, mainly
generated when the vehicle was set up. This partnership provides for the following:
• a term of 15 years,
• a guarantee for investors of a level of return between a specified floor and a cap. This
means that if an investor exits with an IRR below the floor, Clariane will compensate the
loss so that the investor's IRR is equivalent to the floor. Conversely, if the investor achieves
an IRR higher than the cap, Clariane will receive the amount needed to return the
investor's IRR to a level equivalent to the cap,
• decisions on payouts of dividends and other issue premiums to be made annually by the
parties. The partners’ projected annual remuneration in the form of dividends is 5% over
the term of these business plans,
• a non-transferability period of eight years applicable to the shares, except in the case of
unrestricted transfers provided for in the shareholders' agreement,
• at the end of this period, an option for investors to sell their shares during two annual
windows, subject to Clariane's right of first refusal,
• if Clariane does not exercise its right of first refusal, or if Clariane's offer is rejected by the
seller, the seller may organise a sale process,
• a tag-along right for investors in the event of the sale of shares in the vehicle by Clariane,
• an obligation for investors to sell their shares in the vehicle (drag-along) if Clariane
receives an offer for 100% of its shares,
• a purchase option for Clariane, between the tenth and the fourteenth anniversary of the
transaction,
• unwinding of the vehicle after 14 years, through the sale of investors' shares or, failing that,
the sale of portfolio assets,
• Clariane has the majority of seats on the supervisory board and qualified majority or
unanimous decisions are considered to be protective rights for investors,
• in the event of a delisting or a takeover bid for the Company's shares giving rise to a third-
party holding a 30% interest in the share capital (unless the Company is ultimately
controlled by the Covéa group, the Crédit Agricole Assurances group, the Malakoff
Humanis group and/or the Amundi group), end of the non-transferability period, early
exercise of the Clariane call option or early launch of the fourteenth-year vehicle
unwinding mechanism;




66
- the real estate partnership entered into with Predica in December 2023 for €140 million as
part of the Refinancing Plan announced on 14 November 2023, covering 19 French assets
representing a gross asset value of €263.6 million, excluding transfer duties. Predica
subscribed to €140 million worth of bonds issued by Korian & Partenaires Immobilier 12
("KPI 12"), redeemable in KPI 12 preferred shares (the "ORAs"). This partnership provides for
the following:
• a return of 10.5% per annum for Predica, increased by 2.5% assuming capitalisation of
interest due,
• redemption of the French ORAs in preferred shares at maturity, i.e., seven years after their
issuance,
• an additional return of 5% per annum for Predica as from the redemption of the French
ORAs in preferred shares,
• an option for Clariane to redeem the French ORAs from Predica at any time during the
six years and ten months following their issuance,
• a seven-year ban on the transfer of KPI 12 securities for Predica and Clariane, and a ten-
year ban on pledging KPI 12 securities,
• an option for Predica to leave the vehicle from the seventh year, with a right of priority in
favour of Clariane,
• if Clariane fails to exercise its right of priority, an option for Predica to launch a process for
the sale of all or part of the vehicle (assets or securities) from the seventh year, with the
possibility of appointing a Deputy Chief Executive Officer to lead this sale and a priority
transfer of the proceeds of the sale to Predica,
• power of Clariane over key decisions,
• restrictive events leading to accelerated redemption of the French ORAs in KPI 12
preferred shares and a right for Predica to buy back KPI 12 shares or assets at a discount.


Overall, the Group's real estate portfolio valued at €2,608 million5 is 72%-held under partnerships
through the various holding structures described above.




5 Fair value of real estate assets as appraised by Cushman & Wakefield.


67
Development partnership with Banque des Territoires
In June 2023, Clariane signed a partnership with Banque des Territoires to support the
development of its healthcare network in France. Under this partnership, Banque des Territoires
acquired a 49% stake in the capital of an investment vehicle, with Clariane holding the
remaining 51%. Five projects in France have been identified for the first phase, representing a
target investment of around €150 million over a four-year period. The Group exercises joint
control over this investment vehicle. The business plan for the vehicle and any investments are
subject to the agreement of all investors.
At the end of June 2025, this investment vehicle had equity of €31.5 million. This partnership
provides for the following:
- a term of 15 years;
- decisions on payouts of dividends and other issue premiums to be made annually by the
parties;
- a non-transferability period of eight years applicable to the shares, except in the case of
unrestricted transfers provided for in the shareholders' agreement;
- at the end of this period, an option for the partners to leave the vehicle during two annual
windows, with the other partner then having a preferential right to buy the shares held by the
selling party. If beneficiaries do not exercise their preferential right, any sale to a third party
must be approved by the General Meeting;
- a tag-along right for each party in the event of a sale of shares in the vehicle by the other
party;
- an option for Clariane to purchase Banque des Territoires shares in 2031 and 2032, then in
2035 and 2036.




NOTE 8. EARNINGS PER SHARE

Earnings per share are calculated by dividing the Group’s consolidated net profit by the
weighted average number of shares outstanding during the period.


Diluted earnings per share are calculated assuming the exercise of all existing dilutive options
and using the “share buyback” method defined in IAS 33 “Earnings per share”.


In light of the attributable net loss for the first half of 2025 and in accordance with IAS 33 “Earnings
per Share”, potential performance shares to be distributed are not taken into account in
calculating the weighted average number of shares in issue due to the anti-dilutive effect.




68
First-half First-half
2025 2024

Net profit/(loss) attributable to owners of the Group (in thousands of euros) (58,514) (52,257)

Net profit/(loss) from continuing operations attributable to owners of the Group (in
(58,514) (28,673)
thousands of euros)

Weighted average number of shares outstanding (in thousands) 355,832 110,238

EARNINGS/(LOSS) PER SHARE (in euros) (0.16) (0.47)

EARNINGS/(LOSS) PER SHARE FROM CONTINUING OPERATIONS (in euros) (0.16) (0.26)

Net profit/(loss) attributable to owners of the Group (in thousands of euros) (58,514) (52,257)

Net profit/(loss) from continuing operations attributable to owners of the Group (in
(58,514) (28,673)
thousands of euros)

Remuneration of dilutive equity instruments - -

Weighted average number of shares outstanding (in thousands) 355,832 110,238

Average number of shares relating to stock options and free shares 7,700 1,691

Average number of shares relating to hybrid and OCEANE bonds 24,982 14,797

Restatement of anti-dilutive shares (32,682) (16,488)

Average number of shares used to calculate diluted earnings/(loss) per share 355,832 110,238

DILUTED EARNINGS/(LOSS) PER SHARE (in euros) (0.16) (0.47)

DILUTED EARNINGS/(LOSS) PER SHARE OF CONTINUING OPERATIONS
(0.16) (0.26)
(in euros)




NOTE 9. FINANCING AND FINANCIAL INSTRUMENTS

9.1 Net financial expense

Net financial expense consists of cost of net debt and other financial items.

Cost of net debt chiefly consists of interest expense on bank and bond debt, costs and products
related to hedging, the impact of amortising capitalised issuance costs and amortisation
impacts related to the renegotiation and restructuring of debt and hedging instruments.

Other financial income and expenses mainly comprise financial expenses relating to the
recognition of lease liabilities, bank fees and charges paid (including factoring charges) and the
interest cost attributable to employee benefit obligations.




69
In thousands of euros 30.06.2025 30.06.2024

Cost of gross financial debt (78,794) (93,251)

Cost of hedging derivatives (42) (1,330)

Income from hedging derivatives 11,458 13,920

Hedging derivatives 11,416 12,590

Income from cash and cash equivalents 3,086 0

Cost of net financial debt (64,292) (80,661)

Bank fees and commissions (5,797) (6,625)

Financial expenses on lease liabilities (68,130) (69,055)

Exchange gains - 4,552

Effect of discounting contingent price liabilities (61) 4,436

Other (net) (2,579) (559)

Other financial income and expenses (2,640) 8,429

Other financial income and expenses (76,567) (67,251)

NET FINANCIAL EXPENSE (140,859) (147,912)


Net financial expense fell to €140.9 million for the first half of 2025 from €147.9 million for the same
period in 2024, mainly due to the reduction in the cost of gross debt.



Net interest paid during the year amounted to €149.2 million, including €68.2 million in interest
paid on lease liabilities.




70
9.2 Net financial debt

Net financial debt consists of gross debt less liquid financial assets, i.e., marketable securities and
cash.


In thousands of euros 30.06.2025 31.12.2024

Borrowings from credit institutions and financial markets 2,722,261 2,375,307

Real estate debt owed to financial counterparties (excluding IFRS 16) 1,559,333 1,559,839

Other miscellaneous financial debt 21,615 25,931

Bank overdrafts 5,633 2,070

Borrowings and financial debt (A) 4,308,841 3,963,147

Marketable securities 84,000 68,166

Cash at bank and at hand 665,920 449,906

Cash and cash equivalents (B) 749,920 518,072

NET FINANCIAL DEBT (A) - (B) 3,558,921 3,445,075



The Group’s gross debt at 30 June 2025 breaks down as follows:
- a syndicated bank loan comprising a term tranche of €338.2 million (versus €390.6 million at
end-December 2024) and a revolving tranche of €490.8 million, renewed on 4 June 2025, on
which the amount currently drawn falls due in December 2025. On 14 February 2025, the
Group amended and extended the maturity of its syndicated facility, subject to certain
conditions, from May 2026 to May 2029 for of €625 million (see note 2 "Significant events of the
period");
- bonds placed with private investors and borrowings from credit institutions for a total amount
of €1,893.3 million;
- real estate debt of €1,559.3 million, consisting mainly of leases and bank loans used for bridge
finance;
- other miscellaneous financial debt of €21.6 million, consisting mainly of accrued interest;
- bank overdraft facilities totalling €5.6 million.


The Group continues to carry debt granted by the European Investment Bank, the sole purpose
of which is to finance Âges & Vie, which was equity-accounted in 2023. At 30 June 2025, the
Group also had a receivable on similar terms with Âges & Vie for €70.1 million, presented under
non-current assets. Including this receivable, the Group's net debt represented €3,488.8 million
and was the reference net debt used to calculate the Wholeco consolidated financial
leverage ratio under the syndicated loan signed by the Group with its banking partners on 25
July 2023 and renewed in February 2025.




71
Moreover, at the end of the period, the Group’s net cash position stood at €749.9 million,
excluding bank overdrafts. At 30 June 2025, debts secured by in rem security interests, such as
pledges, mortgages and finance leases, accounted for 27.4% of gross debt.



Change in borrowings

Repayment of
31.12.2024 New borrowings Changes in scope Other 30.06.2025 Current Non-current
In thousands of euros borrowings

Borrowings 3,935,146 604,376 (260,976) 496 2,553 4,281,594 971,896 3,309,698

Compulsory employee profit sharing 45 45 45

Other loans and similar liabilities 25,887 40,141 (44,624) 0 166 21,570 21,570

TOTAL BORROWINGS AND FINANCIAL DEBT 3,961,078 644,516 (305,600) 496 2,719 4,303,208 993,466 3,309,742




New borrowings Repayment of
Cash Non-cash Cash Non-cash
In thousands of euros in 2025 borrowings 2025

Borrowings 604,376 603,984 392 (260,976) (260,976)

Other loans and similar liabilities 40,141 40,141 (44,624) (44,624)

TOTAL BORROWINGS AND FINANCIAL DEBT 644,516 603,984 40,533 (305,600) (260,976) (44,624)




The increase in gross debt over the period is mainly due to the signature in February 2025 of a
new secured real estate loan of €150 million with Caisse Régionale de Crédit Agricole Mutuel de
Paris et d'Ile de France, LCL, Crédit Agricole Corporate and Investment Bank and CIC Est, as well
as the successful unsecured bond issue for a total amount of €400 million, maturing in five years
(27 June 2030) whose settlement-delivery took place on 27 June 2025 (see note 2 “Significant
events of the period”).


This increase is partly offset by the repayment of the various payment schedules in the first half
of the year and the partial early repayment of the term tranche of the syndicated loan further
to the completion of disposals, notably the sale of the hospital home care businesses, which was
completed in December 2024, in accordance with the mandatory early repayment clause
linked to the asset disposal programme currently being implemented by the Group, up to 75%
of the net proceeds of disposal, reduced to 40% since the renewal of the syndicated loan in
February 2025 (see. note 2 “Significant events of the period”).



Floating and fixed-rate financial debt
At 30 June 2025, 40% of the Group's gross financial debt was at floating rates.
Financial debt by maturity
In thousands of euros 30.06.2025 31.12.2024

Fixed rate 60% 2,605,750 2,277,911

Floating rate 40% 1,703,090 1,685,236

TOTAL 4,308,841 3,963,147




72
Financial debt excluding lease liabilities by maturity

In thousands of euros 30.06.2025 31.12.2024

Less than 1 year 999,099 985,716

Short-term financial debt 999,099 985,716

1 to 5 years 2,609,438 2,223,202

More than 5 years 700,304 754,229

Long-term financial debt 3,309,742 2,977,431

TOTAL 4,308,841 3,963,147




Financial debt excluding short-term lease liabilities by type


1 July 2025 to 30 June
In thousands of euros
2026

Real estate debt owed to financial counterparties 69,053

Bonds placed with private investors and debts placed with credit institutions 412,064

Other miscellaneous financial debt and bank overdrafts 27,202

Short-term repayments 508,319

Revolving credit facility (rollover in December 2025) 490,780

Total short-term financial debt 999,099




Financial debt including lease liabilities by maturity

In thousands of euros 30.06.2025 31.12.2024

Less than 1 year 1,402,632 1,394,492

Short-term financial debt 1,402,632 1,394,492

1 to 5 years 3,989,548 3,617,053

More than 5 years 2,815,088 2,969,860

Long-term financial debt 6,804,636 6,586,913

TOTAL 8,207,268 7,981,405




73
Financial debt including undiscounted lease liabilities by maturity


In thousands of euros 30.06.2025 31.12.2024

Less than 1 year 1,505,338 1,499,425

Short-term financial debt 1,505,338 1,499,425

1 to 5 years 4,349,784 3,985,142

More than 5 years 3,220,927 3,405,317

Long-term financial debt 7,570,711 7,390,458

TOTAL 9,076,049 8,889,884




Bank covenants at 30 June 2025
In line with its strategy of strengthening its balance sheet and reducing its financial debt, on 17
February 2025, the Group announced it had adopted, for the syndicated credit facility and the
€150 million real estate loan, a single leverage covenant combining corporate debt and real
estate debt (Wholeco leverage) to replace its two existing ratios: operating leverage (Opco
leverage) and Loan-to-Value. In this respect, leverage targets going forward will be
communicated based on Wholeco leverage and corresponding to the leverage covenant.


Based on the definition of Wholeco leverage (net financial debt excluding capitalised rents 6
divided by consolidated EBITDA excluding lease payments), which must be below 7.0x at 30
June 2025, 6.5x at 31 December 2025 and 30 June 2026, 6.0x at 31 December 2026 and 30 June
2027, 5.5x at 31 December 2027 and 30 June 2028, and 5.0x from 31 December 2028.


The Group's syndicated facility representing €829 million at the reporting date, whose maturity
was extended from May 2026 to May 2029, subject to certain conditions, for an amount of
€625 million, as announced by the Group on 17 February 2025, as well as the €150 million secured
real estate loan signed in February 2025 with Caisse Régionale de Crédit Agricole Mutuel de Paris
et d'Ile de France, LCL, Crédit Agricole Corporate and Investment Bank and CIC Est (see. Note 2
“Significant events of the period”) are subject to a financial covenant on the Wholeco
consolidated financial leverage ratio.

Maximum ratio authorised at
Clariane ratio
30 June 2025

Wholeco* leverage ratio 6.1x <7.0x
* Net financial debt excluding capitalised lease payments/Consolidated EBITDA excluding capitalised lease payments




6 Excludes IFRS 16 and IAS 7.


74
The €150 million real estate loan signed in February 2025 is also subject to a ratio at each half-
year and year-end closing:

Maximum ratio authorised at
Clariane ratio
30 June 2025

CHL 1 loan-to-value ratio* 39.5% ≤55%
* CHL 1 net financial debt, excluding capitalised lease payments / Value of CHI 1** real estate assets valued by Cushman & Wakefield
** Clariane Holding Immobilier 1.




Other bank credit agreements have a covenant whose calculation formula has not been
modified. Changes in the covenant are notified to these banks every six months:
Maximum ratio authorised at
Clariane ratio
30 June 2025

Contractual leverage ratio* 4.1x <4.5x
* (Consolidated net financial debt [excl. IFRS 16] - real estate debt)/(EBITDA [excl. IFRS 16] – 5.8% x real estate debt), with real estate debt restated for
receivables from non-consolidated real estate vehicles.




The Group must also have a liquidity position of €300 million at each half-yearly and year-end
closing and at each drawdown of the revolving loan, where applicable. The undrawn revolving
loan facility is included in the calculation of this €300 million amount of liquidity. This minimum
liquidity covenant was met at 30 June 2025, as the Group had €749.9 million in liquid assets at
the half-year closing. The Group has also undertaken not to draw down the revolving loan for a
period of at least 15 consecutive calendar days before 30 June 2026.


Based on the calculation of the bank covenant on the Wholeco consolidated financial leverage
ratio (net financial debt excluding lease payments divided by consolidated EBITDA excluding
capitalised rents), at 30 June 2025, the Group had sufficient headroom in relation to the 7.0x
threshold, representing around €70 million of EBITDA (excl. IFRS 16), or around €485 million of net
debt (excl. IFRS 16), assuming all other calculation inputs remain the same.

The Euro PP, Schuldschein and Namensschuldverschreibung bonds are also subject to
covenants. Investors are notified annually of any changes to covenants.




75
Liquidity risk
In this context of rising inflation and interest rates, and reduced access to bond markets in 2023,
on 14 November of that year, the Group launched the “Refinancing Plan” (see note 2
“Significant events of the period”), which was completed in the first half of 2025, some six months
ahead of schedule. The various measures in this plan, including the strengthening of the Group's
equity through an equity-based real estate partnership, two capital increases carried out in June
and July 2024 and the completion of an asset disposal programme in the first half of 2025,
combined with credit lines negotiated with a banking syndicate and the €400 million bond issue
whose settlement-delivery took place on 27 June 2025 (see note 2 "Significant events of the
period" – "New financing" section), enabled the Group to cover its short-term financing needs.

The Group’s liquidity stood at €749.9 million at 30 June 2025.

At 30 June 2025, and for a period of at least 12 months, the Group's liquidity is ensured by:

- the completion of the Refinancing Plan (see note 2.1 “Financing” – "Plan to strengthen the
Group's financial structure");

- the amended and extended syndicated loan and the new credit line put in place for €775
million with final repayments due in May 2029, subject to certain conditions relating to the
refinancing of bond debt, announced by the Group on 17 February 2025 (see note 2.1
"Financing" – “New financing” section);

- the successful unsecured bond issue for a total amount of €400 million, maturing in five years
(27 June 2030) whose settlement-delivery took place on 27 June 2025, contributing to
extending the average maturity of the Group's debt, with an annual coupon of 7.875% (see
note 2.1 "Financing" – New financing" section).

Clariane has sufficient working capital to meet its obligations over the next 12 months while
complying with the €300 million minimum liquidity covenant at each half-year and year-end
closing, and at each drawdown date, if any, on the €490.8 million revolving credit facility ("RCF"),
the next such date being the renewal date of 4 December 2025.

Debt maturities in that period represent a cumulative amount of approximately €290 million
(excluding the factoring programme), and mainly correspond to real-estate and Schuldschein
debt.




76
Cross-default risk
Most of Clariane SE's loan, bank credit and bond debt agreements (including Euro PP and
Schuldschein/NSV), except agreements relating to hybrid debt) contain default or accelerated
repayment clauses ("Events of Default").


These default clauses cover events that give the lenders/carriers the right to demand immediate
and unconditional early repayment and to block all new drawdowns in the case of revolving
credit facilities.


The Group's bank and bond financing generally contain default clauses that are customary for
these types of agreements, including but not limited to the following:
a. Payment default concerning a debt due and payable (interest or principal at maturity) gives
rise to an event of default under said financing agreement:
- all Clariane SE financing agreements contain this type of payment default clause;
- the shareholders' agreements for the Group's various real estate vehicles are not affected.
• If Clariane SE defaults on a given debt, this automatically triggers an event of default
on the agreement concerned.
• These agreements generally provide for a grace period, with default triggered only if
the debt in question remains unpaid following expiry of the grace period (usually a few
days) stipulated in the financing agreement.
b. Non-compliance with bank and/or bond covenants stipulated in the agreement:
- bank and bond covenants (see above);
- financial difficulties:
• Events of default stipulated in the financing agreements are usually linked to financial
difficulties experienced by Clariane SE and/or its subsidiaries (or main subsidiaries), and
in particular known or expected financial difficulties, discontinued operations,
insolvency proceedings, enforcement proceedings and material adverse effects.
• If Clariane SE or one of its subsidiaries were to find itself in one of the above situations,
this would automatically lead to an event of default on the financing agreement
concerned;
- disputes and judicial and/or arbitration decisions:
• Some financing agreements also stipulate events of default linked to disputes over a
certain amount or to a failure to comply with a court and/or arbitration ruling.
• A grace period is applicable to any such events of default;
- the financing agreements stipulate that a failure by the borrower to meet its obligations
under the agreement will constitute an event of default, subject to a grace period;




77
- certain specific financing agreements such as green bonds and sustainability-linked notes
stipulate events of default relating to specific criteria in the event of a failure to comply
with the obligations set out in the agreement, primarily the required delivery of certificates
stating compliance with the contractual commitments.
c. Cross-default/cross-acceleration clauses
- cross-payment default: in a cross-payment default, payment default on a debt due and
payable (in excess of the trigger thresholds set out below) automatically leads to an event
of default in the agreement containing the cross-payment default clause.
• With the exception of a credit agreement with BPI, all Clariane SE's bank loan and credit
agreements along with Schuldschein/NSV debt contain this type of cross-payment
default clause. If Clariane SE or one of its subsidiaries defaults on another debt, this
automatically triggers an event of default on the agreements concerned. These
agreements generally stipulate that the cross-default event is only triggered if the debt
in question remains unpaid following expiry of the grace period (usually a few days)
stipulated in the agreement for the other loan.
• With the exception of Schuldschein/NSV debt, the cross-default clauses in the terms
and conditions of bond issues (including Euro PPs) do not cover defaults on other debt
(and therefore do not result in a cross-default on the bond debt);
- cross-acceleration clause or termination or suspension of covenants: in this case, the
acceleration (i.e., early repayment call) by financial creditors of another debt due to the
occurrence of any event of default (e.g., breach of covenant or non-compliance with an
obligation) stipulated in the related agreement) automatically triggers an event of default
under the agreement containing the cross-acceleration clause. Some agreements also
include a cross-default provision in the event that lenders (e.g., of a revolving credit)
decide to terminate or suspend their financing commitment as a result of an event of
default.
• For cross-acceleration to be triggered, (i) an event of default must have occurred on
the other debt and (ii) the lenders of the other debt must, as a result, have decided to
accelerate the debt.
• With the exception of agreements for hybrid or Schuldschein/NSV debt and two credit
agreements (with BPI and CIC), all agreements for Clariane SE's bank loans and
borrowings and bond debt contain a cross-acceleration clause.
• This means that if an event of default occurs on a financing agreement and the
creditors concerned accelerate the related debt, this triggers an event of default on
virtually all of Clariane SE's bank and bond debt.




78
• Certain bank loan and credit agreements (including the syndicated facility) also
stipulate that if an event of default occurs on an agreement for a given debt (e.g.,
revolving credit facility) and the lenders concerned decide to suspend or terminate
their commitment, this will trigger an event of default on these agreements;
- cross-default clause: in a cross-default clause, the occurrence of any event of default in
an agreement for a given debt automatically triggers an event of default in the
agreement containing the cross-default clause.
• This clause allows the beneficiary creditors to take advantage of an event of default
on any other debt, even if the creditors under this other debt do not demand early
repayment. This type of clause therefore entails a greater risk of contagion.
• However, with the exception of three credit agreements (and for these to a limited
extent), none of the agreements for Clariane SE's bank and bond debt contain this type
of extended cross-default clause, thereby limiting the risk of contagion in the event of
default.
• The credit agreement with BAML does, however, contain such a clause. In these
agreements, however, the scope of the cross-default clause is limited as it does not
cover all events of default but only the non-performance (upon expiry of any
applicable grace period) by a Group entity of its obligations under a different
agreement for another debt, unless challenged in good faith.


This means that the cross-default clause in this agreement can only be triggered in the
event of a breach of an obligation (such as a financial covenant, a leverage limit or a
negative pledge) but not in the event of another type of event of default.


In the case of Clariane SE's bank and bond financing, cross-default clauses are not triggered if
the total amount of the debt affected by the default(s) is lower, depending on the agreement,
than either €20 million or €30 million (subject to certain contracts providing for a lower threshold).


Management of interest rate risk
The Group uses derivative financial instruments (swaps and caps) to hedge against interest rate
risk on its floating-rate debt. The Group applies cash flow hedge accounting when the IFRS 9
hedging criteria are met.


The Group has reassessed its future exposure to interest rate risks in light of its goal of reducing its
operating leverage and future debt, and its hedging position was broadly reduced in 2023.




79
At 30 June 2025, financial instruments break down as follows:

Changes in
Assets 31.12.2024 Increase Decrease 30.06.2025
scope
Interest rate swaps 3,854 656 (108) 4,402

Currency swaps - -

Currency options - -

Other options (307) 113 (298) (493)

Total hedging instruments (positive fair value) 3,547 - 769 (406) 3,910

Interest rate swaps - -

Energy supply contract options 2,022 (541) 1,481

Other options - -

Total non-eligible financial instruments (positive fair value) - - 2,022 (541) 1,481

Total impact of counterparty default risk – Credit value adjustment 519 (5) 514

TOTAL FINANCIAL INSTRUMENTS (POSITIVE FAIR VALUE) 4,066 2,791 (952) 5,905




Changes in
Liabilities 31.12.2024 Increase Decrease 30.06.2025
scope

Interest rate swaps 2,265 51 (259) 2,057

Currency swaps - -

Currency options - - -

Other options (382) 43 (339)

Total hedging instruments (negative fair value) 1,883 - 94 (259) 1,719

Interest rate swaps 52 8 60

Energy supply contract options 3,851 (822) 3,030

Other options - -

Total non-eligible financial instruments (negative fair value) 52 - 3,859 (822) 3,089

Total impact of counterparty default risk – Credit value adjustment - -

TOTAL FINANCIAL INSTRUMENTS (NEGATIVE FAIR VALUE) 1,935 3,953 (1,080) 4,807

TOTAL NET 2,131 (1,162) 129 1,098



In accordance with IFRS 9 - Financial instruments, the green power purchase agreement signed
with IGNIS in March 2025 (see note 2.2 "Clariane signs a green energy purchase agreement")
includes:
- a forward purchase contract for guarantees of origin, and
- a structured product incorporating a combination of energy options, including the purchase
of a call, the sale of a put and a net premium received. It has been analysed as a financial
instrument that is not eligible for hedge accounting.


Accordingly, the VPPA is accounted for at fair value through profit or loss. Fair value is
determined using a Black-type option model, based on forward electricity prices, and the data
used corresponds mainly to level 3 as defined by IFRS 13 (see note 9.2 “Net financial debt”).
This contract, which does not provide for either physical delivery of power nor the firm purchase
of the output of specific infrastructure, does not meet the criteria of a lease (IFRS 16) or a
purchase for own use within the meaning of IFRS 9.2.4.


In accordance with IFRS 7 “Financial Instruments: Disclosures”, the main risks associated with the
VPPA are as follows:
- market risk: the Group is exposed to the volatility of electricity spot prices;


80
- credit risk: the counterparty is an unrated independent producer, monitored as part of
internal risk management policies;
- regulatory risk: the PPA regulatory framework in France may change, particularly in relation
to tax incentives and the valuation of guarantees of origin (GOs). The VPPA does not provide
for either physical delivery of power nor the firm purchase of the output of infrastructure.


There was no significant deterioration in the credit quality or return associated with the VPPA at
30 June 2025.
For counterparties not rated by an external rating agency, the Group applies an internal credit
risk assessment methodology, combining qualitative and quantitative analyses. This assessment
is based in particular on creditworthiness, available financial statements and payment history,
along with sectoral and geographical factors. Exposure limits are regularly reviewed and
adjusted in line with changes in the risk profile.


At 30 June 2025, the net market value of instruments purchased to hedge interest rate risk was
€1.1 million, after adjusting for counterparty default risk.
At the closing date, the sensitivity of the market value of derivatives to a change in market
interest rates, before adjustment for counterparty default risk, was as follows:


- a 1% (100-basis-point) increase in interest rates would lead to a positive market value of
€17.3 million;


- a 1% (100-basis-point) decrease in interest rates would lead to a negative market value of
€13.7 million.


The table below presents the items of income, expenses, gains and losses recognised in income
and in equity at 30 June 2025 for each type of financial instrument (before deferred taxes).



Impact of hedging on Impact of non-eligible Impact of counterparty
In thousands of euros Impact on equity
net profit hedges on net profit default risk

Financial instruments eligible for hedge accounting 292 235 (5)

Financial instruments not eligible for hedge accounting (1,556)

TOTAL 292 235 (1,556) (5)




Currency risk
As all foreign transactions are now carried out in eurozone countries, the Group is no longer
exposed to currency risk, and therefore no longer had any hedging instruments at end-June
2025.




81
Counterparty risk

For its financial activities (in particular, cash management and derivatives hedging interest rate
and currency risks), the Group has set up risk management and allocation procedures and works
with leading financial institutions.




9.3 Financial assets and liabilities

Financial assets and liabilities comprise:
- non-current financial assets: equity interests in non-consolidated companies, related
receivables, and guarantees and deposits granted;
- current financial assets: short-term financial derivatives, cash and cash equivalents
(marketable securities);
- non-current financial liabilities: borrowings and financial debt, and other miscellaneous
liabilities;
- current financial liabilities: short-term derivatives, short-term borrowings and financial debt,
trade payables and other miscellaneous liabilities.
In accordance with IFRS 9, financial assets and liabilities are classified into one of the following
three categories:
- items carried at amortised cost;
- items carried at fair value through other comprehensive income;
- items carried at fair value through profit or loss.


Cash and cash equivalents consist of immediately available liquidities (cash at bank and in
hand) and short-term, highly liquid investments that are readily convertible into known amounts
of cash and are exposed to an insignificant risk of changes in value (short-term deposits with an
initial term of less than three months and euro-denominated SICAV money market funds
classified in the AMF’s “short-term money market fund” category).


Cash and cash equivalents

In thousands of euros 30.06.2025 31.12.2024

Marketable securities 84,000 68,166

Cash at bank and in hand 665,920 449,906

TOTAL 749,920 518,072




82
Marketable securities comprise term deposits and euro-denominated SICAV money market
funds classified in the AMF's “short-term money market fund” category and compliant with IAS 7,
i.e., they are highly liquid, readily convertible into known amounts of cash and subject to an
insignificant risk of changes in value.




Fair value of financial assets and liabilities
The carrying amounts of financial assets and liabilities (excluding derivatives) are representative
of their fair value.
The table below analyses financial instruments recognised at fair value by measurement
method. The following measurement methods have been defined:

- Level 1: fair value based on prices quoted on an active market;


- Level 2: fair value measured using observable market inputs (other than quoted prices
included in level 1);


- Level 3: fair value measured using unobservable market inputs.




Financial assets at fair value
Financial assets at Impact of
In thousands of euros 30.06.2025 Level 1 Level 2 Level 3
amortised cost counterparty
Derivatives not default risk –
Fair value through Fair value through Hedging eligible for hedge Credit value Unobservable
OCI profit or loss derivatives accounting adjustment Active markets Observable inputs inputs

Non-current assets

Non-consolidated equity
2,607 - - 2,607 - - - - 2,607
investments

Security deposits 108,007 108,007 - - - - - - -


Other long-term investments (656) (656) - - - - - - -


Non-current financial assets 109,957 107,351 - 2,607 - - - - - 2,607


Current assets

Trade receivables and related
483,824 483,824 - - - - - - - -
accounts

Other receivables 611,755 611,755 - - - - - - - -


Deposits and guarantees 1,826 1,826 - - - - - - - -

Other receivables and current
613,581 613,581 - - - - - - - -
financial assets

Derivative instruments (positive
5,905 - - - 3,910 1,481 514 - 5,905 -
fair value)

Marketable securities 84,000 84,000 - - 84,000 - -


Cash at bank and in hand 665,920 665,920 - - 665,920 - -


Cash and cash equivalents 749,920 - - 749,920 - - - 749,920 - -




83
Financial liabilities at fair value
Financial liabilities Level 1 Level 2 Level 3
In thousands of euros 30.06.2025
at amortised cost
Impact of
Derivatives not counterparty default
Fair value through Fair value through eligible for hedge risk – Credit value Unobservable
OCI profit or loss Hedging derivatives accounting adjustment Active markets Observable inputs inputs

Non-current liabilities

Loans from credit institutions 1,819,417 1,819,417 - - - - - - - -

Funding of real estate debt 1,490,280 1,490,280 - - - - - - - -

Compulsory employee profit sharing 45 45 - - - - - - - -

Other miscellaneous financial debt - - - - - - - - - -

Borrowings and financial debt 3,309,742 3,309,742 - - - - - - - -
Commitment to purchase non-controlling
10,944 10,944 - - - - - - 10,944
interests
Other non-current liabilities 5,837 5,837 - - - - - - - -

Current liabilities
Loans from credit institutions 902,844 902,844 - - - - - - - -
Funding of real estate debt 69,053 69,053 - - - - - - - -

Bank overdrafts 5,633 5,633 - - - - - - - -

Other miscellaneous financial debt 21,570 21,570 - - - - - - - -

Fair value through profit or loss 999,099 999,099 - - - - - - - -

Derivative instruments (negative fair value) 4,807 - - - 1,719 3,089 - - 4,807 -

Trade payables and related accounts 547,243 547,243 - - - - - - -

Residents’ deposits 67,734 67,734 - - - - - - - -

Other liabilities 828,094 828,094 - - - - - - - -

Other payables and accruals 895,828 895,828 - - - - - - - -




NOTE 10. PROVISIONS
A provision is recognised at the reporting date when the Group has a present legal or
constructive obligation and it is probable that an outflow of resources from which no future
economic benefits are expected will be required to settle this obligation.

Provisions are discounted if the effect of time is material. Increases in provisions due to the
passage of time are recognised as financial expenses.

A provision for restructuring can only be recognised if there is a detailed formal plan for the
restructuring and a valid expectation has been raised in those affected that the plan has been
implemented – either by starting to implement the plan or announcing its main features to those
affected at the reporting date.

A provision is recognised for disputes (e.g., employee disputes, tax audits, commercial disputes,
etc.) if the Group has an obligation towards a third party at the reporting date. The amount of
the provision reflects the best estimate of future expenditures.




84
Non-current provisions

Social
In thousands of euros Tax Other Total
contributions

Opening balance 3,394 16,468 33,631 53,493

Additions 102 5,037 5,521 10,660

Reversals (utilisations) (474) (2,908) (1,313) (4,695)

Reversals (surplus) (125) (403) (1,591) (2,119)

Changes in scope - - (37) (37)

Reclassifications (883) (208) 149 (942)

Closing balance 2,014 17,986 36,360 56,360




Current provisions


Social
In thousands of euros Tax Other Total
contributions

Opening balance 1,056 8,472 15,499 25,027

Additions 60 614 2,955 3,629

Reversals (utilisations) (65) (865) (6,863) (7,793)

Reversals (surplus) (1,592) (1,592)

Changes in scope

Reclassifications 26 26

Closing balance 1,051 8,221 10,025 19,297




Non-IAS 12 tax disputes
Provisions for tax disputes falling outside the scope of IAS 12 (e.g., VAT disputes) include provisions
for tax reassessments and for disputes where the amounts concerned have been contested. No
individual dispute represented a material amount at 30 June 2025.


Employee disputes
The provisions recognised cover labour court disputes and employment termination benefits. No
individual dispute represented a material amount at 30 June 2025.




85
Other risks
Other provisions mainly cover litigation concerning supplier and real estate contractual disputes
and disputes over medical liability. No individual dispute represented a material amount at 30
June 2025.




NOTE 11. TAXES

The Group's effective tax rate for the first half of 2024 is around 24%. The tax saving is determined
by applying to the pre-tax profit of each tax jurisdiction the corresponding estimated average
effective rate for the year.


The tax benefit breaks down as follows for first-half 2025:


In thousands of euros 30.06.2025 30.06.2024


Current taxes (3,683) 9,137


Deferred taxes 20,074 (2,329)


Income tax expense 16,391 6,808


The OECD’s "Pillar Two" international tax reform aimed in particular at establishing a minimum tax
rate of 15%, came into force in France with effect from the 2024 reporting period. The Group is
not subject to additional tax in any jurisdiction in which it operates pursuant to Pillar Two rules.
Every six months, the Group ensures that it meets the eligibility requirements for the transitional
Pillar Two safe harbours.


Furthermore, article 48 of the French draft budget for 2025 provides for the introduction of an
additional one-off income tax contribution based on the average tax due for 2024 and 2025 for
companies with revenue above €1 billion. This one-off contribution is temporary and applies only
to the 2025 financial year. In view of the tax loss carryforwards at the end of 2024 and the
forecasts for 2025, the Clariane Group should not be affected by this one-off contribution. This
analysis will be reviewed during the second half of the year to confirm the conclusions reached
at 30 June 2025 or to take account of potential impacts on the annual financial statements.




86
NOTE 12. CONTINGENT LIABILITIES AND COMMITMENTS

As of the publication date of this document, to the best knowledge of the Group and its legal
advisors, there are no disputes that are likely to have a material impact on the Group’s business,
results or financial position for which provisions have not been made.




NOTE 13. OFF-BALANCE-SHEET COMMITMENTS

Commitments given and received by the Group correspond to contractual obligations that
have not yet been fulfilled and are subject to the fulfilment of conditions or subsequent
transactions. At 30 June 2025, the Group was not aware of any commitments likely to have a
material impact on its current or future position other than those disclosed in this note.
Off-balance sheet commitments given by the Group in relation to its operating activities
amounted to €42.5 million at 30 June 2025 and mainly concern leases held by non-consolidated
companies. The Group has also received off-balance sheet commitments in respect of these
leases, amounting to €30 million at 30 June 2025.


The 100% renewable electricity contract signed in March 2025 with IGNIS (see note 2.2 “Clariane
signs a green energy purchase agreement”) represents a total commitment of 16.5 GWh over
10 years, with no physical purchase obligation. No firm electricity purchase obligations were
recorded in the statement of financial position.




NOTE 14. EVENTS AFTER THE REPORTING DATE

On 1 July 2025, Clariane signed an agreement with one of its banking partners to set up a new
factoring programme for a maximum amount of €95 million, enabling the Group to diversify and
optimise its sources of financing. After set-up, the initial use of the programme amounted to €86
million.
The sale of the Petits-fils network to Crédit Agricole Santé & Territoires announced by the Group
on 12 June 2025 was completed on 29 July 2025.




87
2.2 Statutory Auditors’ review report on the half-year financial information
This is a free translation into English of the statutory auditors’ review report on the half-yearly financial information issued
in French and is provided solely for the convenience of English-speaking users. This report includes information relating to
the specific verification of information given in the Group’s half-yearly management report. This report should be read
in conjunction with, and construed in accordance with, French law and professional standards applicable in France.



For the period from 1 January to 30 June 2025



To the Shareholders,


In compliance with the assignment entrusted to us by your General Meetings and in accordance
with the requirements of Article L. 451-1-2 (III) of the French Monetary and Financial Code (Code
monétaire et financier), we hereby report to you on:
- the review of the accompanying condensed half-year consolidated financial statements of
Clariane, for the period from 1 January to 30 June 2025;
- the verification of the information presented in the half-year management report.
These condensed half-year consolidated financial statements are the responsibility of the board
of directors. Our role is to express a conclusion on these financial statements based on our
review.


Conclusion on the financial statements
We conducted our review in accordance with professional standards applicable in France.
A review of interim financial information consists of making inquiries, primarily of persons
responsible for financial and accounting matters, and applying analytical procedures. This work
is less extensive than that required for an audit performed in accordance with the accounting
standards applicable in France. Consequently, the assurance that the financial statements
taken as a whole do not contain any material misstatements obtained based on a limited review
is moderate assurance, which is lower than the assurance that would be obtained based on an
audit.
Based on our review, nothing has come to our attention that causes us to believe that the
accompanying condensed consolidated half-year financial statements are not prepared, in all
material respects, in accordance with IAS 34 – Interim Financial Reporting.


Specific verification
We have also verified the information presented in the half-year management report on the
condensed consolidated half-year financial statements subject to our review.
We have no matters to report as to its fair presentation and consistency with the condensed
consolidated half-year financial statements.



88
The Statutory Auditors


FORVIS MAZARS SA ERNST & YOUNG et Autres

Levallois-Perret, Paris–La Défense,

29 July 2025 29 July 2025




Stéphane Marfisi Anne Herbein

Partner Partner




89
CHAPTER 3 STATEMENT BY THE PERSON RESPONSIBLE
FOR THE HALF-YEAR FINANCIAL REPORT

I certify that, to the best of my knowledge, the condensed half-year financial statements for the
six months ended 30 June 2025, have been prepared in accordance with applicable body of
accounting standards and provide a true and fair view of the issuer’s assets, liabilities, financial
position and earnings, as well as those of its consolidated subsidiaries, and that the
accompanying half-year management report provides a fair view of the significant events that
have occurred during the first six months of the year, their impact on the financial statements
and the major related-party transactions, as well as a description of the main risks and
uncertainties to which the Company is exposed during the remaining six months of the year.


Paris, 29 July 2025
Sophie Boissard, Chief Executive Officer




clariane
A European company with share capital of €3,567,544.59
21-25, rue Balzac - 75008 Paris
Paris Trade and Companies Registry No. 447 800 475



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