Clariane Announces The Success Of Its 2032 €500 Million Senior Notes Offering And A New €700M Syndicated RCF (5 Years, Same Terms) Subject To Final Settlement Of The Notes

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Clariane announces the success of its €500 million senior notes offering

and the expected signing of its new €700-million revolving credit facility ¹ with terms aligned with the new senior notes

Paris, September 8, 2026 - Clariane (CLARI.PA – ISIN FR0010386334) announces today the success of its offering (the“ Offering”) of €500 million in aggregate principal amount of new unsecured euro-denominated senior notes due 2032 (the“ Notes”). The Notes will bear interest at an annual rate of 6.875% and will be issued at a price of 100% of their par value.

The Offering attracted significant interest from a large number of leading institutional investors both in France and abroad, resulting in a solid oversubscription.

The settlement of the Offering is expected to take place on September 21, 2026, subject to customary conditions.

Use of Proceeds

Clariane intends to use the net proceeds from the Offering, together with cash on hand, to (i) repay and cancel in full the term loan facility of €350 million made available under its existing facilities agreement, (ii) repay and cancel in full the real estate term loan facility of €150 million made available under its real estate term loan facility agreement, and (iii) pay fees and expenses in relation to the Offering.

Following the repayment and cancellation of these term loan facilities and the cancellation of the existing revolving credit facility, the existing syndicated facilities agreement, the real estate term loan facility agreement and the related covenants will be terminated.

New €700 million syndicated revolving credit facility with terms aligned with those of the new senior notes

In addition, as announced on September 7, 2026, Clariane has obtained the agreement of its existing and new banking partners subject to the completion of the Offering, to enter into a €700 million unsecured revolving credit facility, which will replace its existing syndicated revolving credit facility. Signing is expected to occur on or around the settlement date of the Offering.

The new revolving credit facility will have a five-year maturity from the signing date and include an accordion feature allowing the facility amount to be increased to up to €900 million. The facility will be able to be used for Clariane's general corporate purposes, including capital expenditures and the refinancing of the Group's existing financial indebtedness, excluding hybrid debt.

Drawdowns under the new revolving credit facility will bear interest at a floating rate, corresponding to EURIBOR plus a margin of 1.75% to 3.50%. The applicable margin will be determined on the basis of the total net leverage ratio² (being the ratio of consolidated net debt of the Group, excluding IFRS 16 liabilities, to consolidated EBITDA of the Group), with an additional ESG-linked margin adjustment mechanism (step-down or step-up events) of up to 6 bps per annum, based on performance against three (3) agreed key performance targets³.

The new revolving credit facility will include a semi-annual maintenance covenant requiring the total net leverage ratio of the Group not to exceed 7.00x until June 2027, with a gradual decrease to 6.75x (in December 2027), 6.50x (in June 2028), 6.25x (in December 2028) and 6.00x from June 2029 onwards. No liquidity maintenance covenant will apply under the new revolving credit facility.

The revolving credit facility will also contain customary restrictions on distributions, including a limitation on annual dividend distributions to 7% of Clariane's market capitalization, subject to consolidated net leverage ratio not exceeding 4.5x.

Guidance confirmed

With respect to its 2023-2026 and 2025-2028 guidance, Clariane confirms all its objectives, it being understood that the terms and conditions applicable under the above-mentioned agreements have no impact on the deleveraging trajectory as set forth in the context of its first-half 2026 results publication, i.e. implying a“wholeco” leverage of less than 5.5x at the end of 2026 and of circa 5.0x by the end of 2028.

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Important Notice

This press release constitutes a public disclosure of inside information under Regulation (EU) 596/2014 (16 April 2014) and Implementing Regulation (EU) No 2016/1055 (10 June 2016).

The Notes will be offered only outside the United States in offshore transactions pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the“ Securities Act”), subject to prevailing market and other conditions. There is no assurance that the Offering will be completed or, if completed, as to the terms on which it is completed. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or unless pursuant to an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“ EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,“ MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the“ Prospectus Regulation”).

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor (as defined above) in the United Kingdom. The expression“retail investor” in relation to the United Kingdom means a person who is neither (i) a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018; nor (ii) a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Trading Regulations 2024.

This announcement does not constitute and shall not, in any circumstances, constitute a public offering or an invitation to the public in connection with any offer within the meaning of the Prospectus Regulation or otherwise. The offer and sale of the Notes will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus for offers of securities.

In the United Kingdom, this announcement is directed only at (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the“ Order”), or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom it would otherwise be lawful to distribute them, all such persons together being referred to as“Relevant Persons.” The Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in only with, Relevant Persons.

MiFID II professionals/ECPs-only/ No PRIIPs KID – Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail investors in EEA.

UK MIFIR professionals/ECPs-only/ No UK CCI Regulations product summary – Manufacturer target market (UK MIFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No product summary required by the Consumer Composite Investments (Designated Activities) Regulations 2024 (as amended) (the“ CCI Regulations”) has been prepared as not available to retail investors in the United Kingdom.

Neither the content of Clariane's website nor any website accessible by hyperlinks on Clariane's website is incorporated in, or forms part of, this announcement. The distribution of this announcement into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Forward-Looking Statements

This press release may include forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms“believes”, ‟estimates”, ‟anticipates”,“expects”,“intends”,“may”,“will” or“should” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts and include statements regarding Clariane's or its affiliates' intentions, beliefs or current expectations concerning, among other things, Clariane's or its affiliates' results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which they operate. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Readers are cautioned that forward-looking statements are not guarantees of future performance and that Clariane's or its affiliates' actual results of operations, financial condition and liquidity, and the development of the industries in which they operate may differ materially from those made in or suggested by the forward-looking statements contained in this press release. In addition, even if Clariane's or its affiliates' results of operations, financial condition and liquidity, and the development of the industries in which they operate are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.

The forward-looking statements and information contained in this announcement are made as of the date hereof and Clariane undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

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About Clariane

Clariane is the leading European community for care in times of vulnerability. It has operations in six countries: Belgium, France, Germany, Italy, the Netherlands and Spain.

Relying on their diverse expertise, each year the Group's 70,000 professionals provide care and support to more than 840,000 residents and patients in two major areas of activity: Long Term Care and care for frailties, with its networks of medicalized nursing homes and alternative living solutions (Korian, Âges & Vie and Rosorum, etc.), and Specialty Care, which includes medical, post-acute and rehabilitation activities as well as mental health activities (Inicea, Kormed, Iterias, Grupo 5, etc.).

Clariane is a purpose-driven company whose corporate purpose, common to all its activities, is:“taking care of each person's humanity in times of vulnerability”.

Clariane has been listed on Euronext Paris, Section B since November 2006. The Group joined the SBF 120 index and the CAC® SBT 1.5° index on September 23, 2024.

Euronext ticker: CLARI – ISIN: FR0010386334

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Investor contacts

Stéphane Bisseuil
Head of Investor Relations
+33 (0) 6 58 60 68 69
...

Benoit Lesieur
Deputy Head of Investor Relations ESG
+33 (0) 6 64 80 15 90
...

Press contacts

Florian Bachelet
Head of Press Relations
+33 (0) 6 79 86 78 23
...

Mélie Boissonnet
Media Relations Officer
+33 (0) 7 63 34 61 60
...

1 Subject to settlement of the announced senior notes.
2 Based on the same“wholeco” leverage definition as set out in the existing financing documentation.
3 Currently, the ESG key performance indicators set out under the existing syndicated facility agreement are: number of employees enrolled in a qualifying path (KPI 1), workplace accident frequency rate (KPI 2), percentage of ISO-certified facilities (KPI 3).

Attachment

• Clariane PR-success of the €500m senior notes offering - new €700m RCF_FV

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