2017 NOTICE OF MEETING BROCHURE

Transcription

1 2017 NOTICE OF MEETING BROCHURE Combined General Meeting Thursday, 22 June 2017 at 9.00 am Centre Étoile Saint-Honoré 21-25, rue Balzac, Paris

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3 Welcome to the Korian General Meeting Thursday, 22 June 2017 at 9.00 am Centre Étoile Saint-Honoré 21-25, rue Balzac Paris HOW TO GET THERE TRANSPORT Metro line 1 Charles de Gaulle-Étoile or George V stations Metro line 2 Charles de Gaulle-Étoile or Ternes stations Metro line 6 Charles de Gaulle-Étoile station Bus lines 22, 43, 53, 83 and 93 Friedland Haussmann stop Bus lines 30 and 31 Charles de Gaulle-Étoile Wagram stop Bus line 92 Charles de Gaulle-Étoile Mac Mahon stop PARKING Indigo Hoche car park: opposite 18, avenue Hoche, Paris 1 Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN

4 Contents Message from the Chief Executive Officer 3 How to participate in the General Meeting? 4 Korian group business review 6 Agenda of the General Meeting 11 Board of Directors report on the proposed resolutions 12 Statutory auditors reports on the proposed resolutions 34 Proposed resolutions 38 Composition of Governing Bodies 50 Request for documents 51 Contact us By post: Korian Direction Juridique Groupe 21-25, rue Balzac, Paris, France On our website: All documents in relation to the General Meeting (postal and proxy voting forms, 2016 registration document, notice of meeting, etc.) are posted on our website Go to the Investors section, and click Shareholder Relations, then General assembly. CACEIS Corporate Trust General Meetings Department: CACEIS Corporate Trust, Service Assemblées Générales Centralisées, 14, rue Rouget-de-Lisle, Issy-les-Moulineaux Cedex 9, France Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN 2

5 Message from the Chief Executive Officer Reinforce our position as european leader in care and support services for the elderly Dear Shareholders, After a period of sustained external growth in France and Germany, in 2016 the Group concentrated on providing services to residents, patients and their families, as well as on strengthening and stabilising its internal organisations. Korian had a strong year, with revenue of nearly 3 billion, which is an increase of 15.8% and in line with the objectives announced, and EBITDA of 422 million (i.e. 14.1% of revenue), up 23.5%. This good performance enables us to offer, again this year, to the Shareholders meeting a dividend of 0.60 per share, with a share payment option, in accordance with commitments we have made as part of our strategic plan. These are the first concrete results of the multiple actions that have been initiated since I took office, which together with the work to consolidate fundamentals that will continue throughout 2017 with the ongoing integration of the acquisitions the Group made in Germany, will now enable us to focus all our energy in implementing Korian 2020, our new five-year strategic plan. With a fortified management team, robust control and performance monitoring processes and a new real estate policy, Korian makes boosting its organic growth an absolute priority, at the core of its business model, and thereby will be able to reinforce its position as the European leader in senior care services. Drawing on its network of 715 facilities in France, Germany, Belgium and Italy, with a capacity of nearly 72,000 beds, and the know-how of some 47,000 employees, the Group now generates nearly 50% of its revenue abroad. Due to the structural and durable growth in the needs for long-term and dependency care, we intend to keep growing in each of our business segments long-term care nursing homes, specialised clinics, assisted living facilities and out-patient and home care by continuously expanding our offers to more completely take into account the diversity of needs and to offer our customers high-quality care services over the long run. For 2017, the Group confirms its objective of increasing revenue by over 5% and forecasts an operating margin of around 13.7%, equivalent to the 2016 normalised margin, in line with the five-year strategic plan. In light of this, we are pleased to invite you to attend our Annual General Meeting, which will be held on Thursday, 22 June 2017 at 9.00 am, at Centre Étoile Saint- Honoré, which is located at 21-25, rue Balzac, Paris. We sincerely hope that you will take part in this meeting, either by attending in person, or by voting by post or proxy. You will find attached practical information on how to attend the meeting, a review of the Group s business during the last financial year, the agenda and a presentation of the proposed resolutions that will be submitted for your approval. You can also view and download all the preparatory documents, and in particular, the form for postal or proxy voting, on the Company s website at We look forward to presenting the Group s results for the last financial year to you in more detail, and to having the opportunity to answer your questions. Thank you for your confidence in us. Sophie Boissard Chief Executive Officer of Korian 3 Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN

6 How to participate in the General Meeting? Any shareholder, regardless of how many shares he/she owns, may attend the Combined General Meeting of 22 June 2017 (the 2017 Meeting ), or be represented thereat by a person of his/her choice. REQUIREMENTS FOR ATTENDING THE 2017 MEETING In accordance with article R of the French Commercial Code, to attend the 2017 Meeting in person, to be represented by a proxy-holder or to vote by post, you must first provide proof of your shareholder status by registering your shares under your name, no later than the second working day prior to the 2017 Meeting, i.e. on 20 June 2017 at 0.00 (midnight) Paris time: 1 in the (pure or administered) registered securities accounts (whether your shares are held by Korian or your financial intermediary) held on behalf of the Company by its representative, CACEIS Corporate Trust; 1 in the bearer securities accounts held by your accredited financial intermediary, as provided in article L of the French Monetary and Financial Code, who manages your securities account. TO EXERCISE YOUR VOTING RIGHTS AT THE 2017 MEETING You must complete the form (see How to fill in your form on page 5 below) and make sure it reaches CACEIS Corporate Trust, Service Assemblées Générales Centralisées, 14, rue Rouget-de-Lisle, Issy-les-Moulineaux Cedex 9, France if your shares are registered shares, or your financial intermediary if your shares are bearer shares, by 19 June 2017 at the latest. Shareholders who have already voted by post, sent a proxy or requested an admission card or participation certificate may no longer choose another method of attendance. IF YOU WISH TO ATTEND THE 2017 MEETING IN PERSON (A) Shareholders who wish to attend the 2017 Meeting in person may apply for an admission card by ticking box A on the postal or proxy voting form: 1 if your shares are registered shares (pure or administered): return this form to CACEIS Corporate Trust, Service Assemblées Générales Centralisées, 14, rue Rouget-de-Lisle, Issy-les-Moulineaux Cedex 9, France or, on the day of the 2017 Meeting, go directly to the specific counter for this purpose with proof of your identity; 1 if your shares are bearer shares: return this form to the accredited intermediary who manages your securities account to have an admission card sent to you. Registered shareholders who have not received their admission card two days prior to the 2017 Meeting should go to the dedicated desk on the day of the meeting with proof of identity. Bearer shareholders must also present the participation certificate sent to them by their financial intermediary. IF YOU ARE UNABLE TO ATTEND THE 2017 MEETING IN PERSON (B) You can exercise your voting right at the 2017 Meeting in three ways: 1 postal vote: tick I am voting by post and vote for each resolution (1); 1 grant a proxy to the Chairman of the 2017 Meeting: tick box (2); 1 grant a proxy to any person of your choice: tick box (3) and give the name of the person who will attend the 2017 Meeting. Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN 4

7 How to participate in the General Meeting RETURNING THE VOTING FORM If your shares are registered shares (pure registered account or administered registered account) Return the form directly to CACEIS Corporate Trust, Service Assemblées Générales Centralisées, 14, rue Rouget-de-Lisle, Issy-les-Moulineaux Cedex 9, France, using the postage-paid envelope provided. If your shares are bearer shares Return the form to your financial intermediary who keeps your securities account. All transactions in relation to the 2017 Meeting are centralised by CACEIS Corporate Trust, Service Assemblées Générales Centralisées, 14, rue Rouget-de-Lisle, Issy-les-Moulineaux Cedex 9. Whether you are a holder of registered shares or bearer shares, do not send your voting form directly to Korian. IF YOU WISH TO SUBMIT A QUESTION Every shareholder is entitled to submit written questions to the Board of Directors, to which a reply will be given during the meeting. Questions must be sent by registered letter with acknowledgement of receipt, together with a share registration certificate, to the following address: Direction Juridique Groupe 21-25, rue Balzac, Paris. Questions must be sent by 16 June 2017 at the latest. CACEIS Corporate Trust must receive the form by 0.00 (midnight) Paris time on 19 June 2017 at the latest How to fill in your form The proxy or postal voting form can be downloaded from Korian website at in the Investors section, by clicking Shareholder Relations and then General assembly A To attend the 2017 Meeting in person and receive your admission card 2 To grant a proxy to the Chairman of the 2017 Meeting B If you cannot attend the 2017 Meeting, go to point 1, 2 or To grant a proxy to the person of your choice If you wish to vote by post, tick the box at the top and then indicate how you are voting. If you are voting in favour, there is no box to mark. If you wish to vote against or to abstain, mark the box next to the number of the relevant resolution Regardless of your choice, don t forget to date and sign the form 5 Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN

8 Korian group business review I. STRONG FINANCIAL PERFORMANCE IN 2016 Korian 2016 consolidated results In millions of euros Change Revenue (1) 2,987 2, % EBITDAR % as a % of revenue 26.7% 26.4% EBITDA % as a % of revenue 14.1% 13.3% Current operating profit (EBIT) % as a % of revenue 8.9% 8.5% 34.6% NET PROFIT GROUP SHARE % (1) Revenue and other income. Dynamic growth Consolidated annual revenue grew 15.8% overall in 2016, to almost 3 billion ( 2,987 million), with 3.8% organic growth (1). Revenue growth in France is 2.4% overall and 1.9% organically. The 35.5% surge in growth internationally was driven by the acquisition of Casa Reha and by a robust organic growth of 6.7%, with 8.4% organic growth in Germany and 9.1% in Belgium. Business outside France accounted for a considerably larger share of the Group s revenue in 2016, totalling 47%. The number of beds operated by Korian grew by 2,744 units over the year, not including the 10,182 beds gained from the acquisition of Casa Reha. This brought the total number of beds operated at 31 December 2016 close to 72,000. The total number of facilities rose from 621 to 715 over the year. Strong rise in increase The Group s EBITDAR (2) (EBITDA before rental income) was 797 million, for a margin of 26.7%, up 30 basis points compared to In France, EBITDAR grew by 18 million and the EBITDAR margin rose 50 basis points to 27.2%. This is largely attributable to the synergy gains from the Korian-Medica merger and robust activity. In Germany, the acquisition of Casa Reha resulted in a 59.7% surge in EBITDAR, from 144 million to 230 million representing a margin of 27.0% in Although the EBITDAR margin fell 80 basis points over the year, it rose in the second half, benefiting from the first effects of the Success 2020 action plan. In Belgium, the EBITDAR margin rose 140 basis points to 26.8%, as a result of the ramp-up of newly opened facilities and cost-cutting measures. In Italy, the EBITDAR margin was 23.0%, a level comparable to Excluding Germany, the EBITDAR margin rose 50 basis points. EBITDA grew 23.5% to 422 million. The EBITDA margin stood at 14.1%, sharply higher than the level of 2015 (13.3%). EBITDA includes approximately 12 million in non-recurring income. Restated from this positive effect, the underlying EBITDA margin in 2016 is 13.7%. The current operating profit (EBIT) was 266 million, or 8.9% of revenue (compared to 8.5% in 2015). Other operating income and expenses resulted in a net expense of 25 million in 2016, which is significantly less than in This includes expenses related to restructuring, business disposals and various contingencies. The income tax item in 2016 includes net gains of 72 million, which is attributable to the positive impact on deferred taxes of the decrease in the French corporate income tax rate to 28.92% that is expected in The increase in the financial expense is mainly the consequence of the acquisition of Casa Reha and reflects both the cost of financing this acquisition and the impact of the application of the IAS 17 standard to the real estate portfolio. Net profit Group share was 131 million in 2016, compared to 59 million the previous year. Restated from extraordinary tax income, the Net profit Group share is 59 million. (1) Organic growth in revenue includes: a) the change in revenue (year N vs. year N-1 ) of existing facilities; b) revenue generated in year N by facilities created in year N or year N-1 ; c) the change in revenue (year N vs. year N-1 ) of facilities that were restructured or whose capacity was increased in year N or year N-1 ; and d) the change in revenue, in year N compared to the equivalent period in year N-1, of facilities recently acquired. (2) EBITDAR is the interim performance indicator selected by the Korian group to monitor the operating performance of its facilities. EBITDAR represents earnings from operations (EBITDA) before rental expense. Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN 6

9 Korian group business review EBITDAR by country In millions of euros Change France % as a % of revenue 27.2% 26.7% International % as a % of revenue 26.1% 25.9% Germany % as a % of revenue 27.0% 27.8% Italy % as a % of revenue 23.0% 23.1% Belgium % as a % of revenue 26.8% 25.4% GROUP % as a % of revenue 26.7% 26.4% A solid financial structure Net debt stood at 2,315 million at 31 December 2016, an increase of 670 million. This increase was mainly the consequence of the acquisition of Casa Reha in early Excluding real estate liabilities, net financial debt totalled 1,477 million on 31 December 2016, resulting in a restated debt ratio (3) of 3.9 times EBITDA. In July 2016, Korian renegotiated its syndicated loan, increasing its amount to 1.3 billion and extending its maturity to July This increased the average maturity of debt to about five years. At the end of 2016, the Group had significant borrowing capacity, with 650 million remained to be drawn on the revolving tranche of this syndicated loan. In early June 2016, Korian also launched a programme to issue up to 300 million in short-term commercial paper (formerly known as billets de trésorerie). By 31 December 2016, 50 million had been issued under this programme. II. OUTLOOK FOR 2017 Korian confirms its above 5% revenue growth objective for This growth will be driven by the favourable pricing environment in the Senior business, boosted by the deployment of the Group s strategy to provide new services throughout the network, the ongoing ramp-up of the facilities opened in 2016, and the anticipated increase in the number of beds. The Group confirms its objective of 2,500 new beds openings. Most of the new facilities ( greenfields ) will be opened in the second part of Growth momentum is expected to be more dynamic in the second half. In 2017, the Group is expecting an operating margin (EBITDA/ revenue) of about 13.7%, stable compared to 2016 underlying margin and in line with the five-year strategic plan. (3) Restated debt ratio: (net financial liabilities real estate debt) / adjusted EBITDA - (6.5% * real estate debt). 7 Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN

10 Korian group business review Korian s consolidated income statement at 31 December 2016 In thousands of euros Notes Annual revenue 2,981,404 2,573,304 Other revenue 5,482 5,950 Operating revenue 2,986,886 2,579,254 Purchases used in the business 236, ,357 Personnel expenses 4.1 1,504,582 1,267,256 External expenses , ,265 Income tax and other taxes 96,661 95,134 Depreciation and amortisation 155, ,829 Other operating income and expenses Profit (loss) on acquisition and disposal of consolidated entities ,048 Other operating income and expenses ,456-36,515 Operating profit (loss) 240, ,963 Cost of net debt ,121-53,245 Other financial items ,223-11,706 Net financial income ,344-64,951 Profit/(loss) before tax 117, ,012 Income tax ,583-53,042 Profit/(loss) of consolidated companies 133,158 60,970 Non-controlling interests 1,865 2,279 Attributable to owners of the Group 131,293 58,691 Basic earnings (attrib. to Group owners) per share (in euros) Diluted earnings (attrib. to Group owners) per share (in euros) NET PROFIT/(LOSS) ATTRIBUTABLE TO THE GROUP S OWNER 131,293 58,691 Recycled items: impact of IAS 39 (measurement of hedging instruments and free share plan), net of tax 1,649 1,761 Non-recycled items: impact of IAS 19 (actuarial gains and losses) -2,186 2,420 Gains and losses recognised directly in equity (attributable to the Group s owners) ,181 Profit/(loss) and gains and losses recognised directly in equity (attributable to the Group s owners) 130,756 62,872 Net profit/(loss) and gains and losses recognised directly in equity (non-controlling interests) 1,864 2,293 Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN 8

11 Korian group business review Korian s consolidated balance sheet at 31 December ASSETS In thousands of euros Notes Goodwill 3.1 2,175,429 1,707,317 Intangible assets 3.1 1,717,635 1,700,952 Property, plant and equipment 3.1 1,670,218 1,295,551 Non-current financial assets ,606 31,224 Deferred tax assets , ,890 Non-current assets 5,778,393 4,883,933 Inventories 3.3 9,707 8,170 Trade receivables and related accounts , ,228 Other receivables and current assets , ,545 Financial instruments 3.9 1, Cash and cash equivalents , ,833 Current assets 713, ,986 Assets held for sale 1, TOTAL ASSETS 6,494,178 5,765,027 3 EQUITY AND LIABILITIES In thousands of euros Notes Share capital 400, ,328 Premiums 841, ,157 Consolidated earnings and retained earnings 780, ,242 Equity attributable to owners of the Group 2,023,015 1,922,727 Non-controlling interests 13,915 11,183 Total equity 2,036,930 1,933,911 Pension provisions ,567 49,634 Deferred tax liabilities , ,750 Other provisions ,200 69,265 Borrowings and financial liabilities 3.9 2,442,222 2,068,516 Non-current liabilities 3,314,072 2,878,166 Provisions for less than one year ,555 12,717 Trade payables and related accounts , ,139 Other payables and accruals , ,030 Borrowings due within one year and bank overdrafts ,014 95,183 Financial instruments ,072 19,882 Current liabilities 1,143, ,951 Liabilities held for sale 0 0 TOTAL LIABILITIES 6,494,178 5,765,027 9 Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN

12 Korian group business review Korian s statement of cash flows at 31 December 2016 In thousands of euros NET PROFIT/(LOSS) 133,158 60,970 Of which, income tax expense -15,583 53,042 Net depreciation/amortisation and provisions 160, ,142 Deferred taxes -72, Gain/loss at fair value and non-cash items -6, Gain on disposal of assets -98 1,824 Cash flow after cost of net debt 214, ,105 Elimination of acquisition costs of securities 521 5,020 Elimination of net interest paid 88,121 51,938 Cash flow before cost of net debt 303, ,062 Change in inventories Change in trade receivables -7,342-7,235 Change in trade payables 17,734-22,533 State: change in income tax 8,305 3,950 Change in other items -13,934 5,265 Change in working capital requirements 4,159-21,089 Net cash generated from operations 307, ,973 Impact of changes in scope (acquisitions) -392,416-75,370 Impact of changes in scope (disposals) 2,579 3,697 Payment for property, plant and equipment and intangible assets -159, ,975 Payment for other financial investments 910 2,617 Proceeds from disposals of non-current assets (excluding securities) 39,821 15,535 Net cash flows from/(used in) investigating activities -508, ,496 Net cash flow -201,264 51,477 Treasury shares charged to equity Increase in financial liabilities 200, ,006 Repayment of financial liabilities -88, ,774 Net interest paid -97,179-51,938 Dividends paid to shareholders of the parent -28,724-34,751 Dividends paid to non-controlling interests in consolidated companies -13-2,380 Dividends payable 6 Net cash from/(used in) financing activities -14, ,719 CHANGE IN CASH POSITION -215, ,197 Cash and cash equivalents at start of period 509, ,778 Cash and cash equivalents at end of period 294, ,974 Marketable securities 91,532 9,577 Cash 218, ,256 Bank overdrafts and advances -15,614-8,859 CASH 294, ,974 Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN 10

13 Agenda of the General Meeting MATTERS WITHIN THE POWERS OF THE ORDINARY GENERAL MEETING 1. Approval of the annual financial statements for the year ended 31 December Approval of the consolidated financial statements for the year ended 31 December Appropriation of the profit Setting the dividend 4. Option to receive payment of the dividend in newly issued shares 5. Approval of the principles and criteria applied to determine, allocate and award the components of the compensation of Sophie Boissard, in her capacity as the Company s Chief Executive Officer for financial year Approval of the principles and criteria applied to determine, allocate and award the components of the compensation of Christian Chautard, in his capacity as Chairman of the Company s Board of Directors for financial year Advisory vote on the components of compensation owed or awarded for the year ended 31 December 2016 to Sophie Boissard, in her capacity as the Company s Chief Executive Officer from 26 January to 31 December Advisory vote on the components of compensation owed or awarded for the year ended 31 December 2016 to Christian Chautard, in his capacity as the Company s Chairman and Chief Executive Officer from 1 to 26 January 2016 and as Chairman of the Board of Directors from 26 January to 31 December Approval of the agreements and commitments described in the Statutory auditors special report pursuant to article L of the French Commercial Code 10. Renewal of the term of office as director of Christian Chautard 11. Renewal of the term of office as director of Jérôme Grivet 12. Renewal of the term of office as director of the Office d Investissement des Régimes de Pensions du Secteur Public, represented by Jérôme Bichut 13. Appointment of Markus Müschenich as director 14. Ratification of the co-optation of Elisabeth T. Stheeman as director 15. Appointment of Guy de Panafieu as Board Observer 16. Renewal of the term of office of Ernst & Young et Autres as principal Statutory auditor 17. Authorisation to the Board of Directors to trade in the Company s shares MATTERS WITHIN THE POWERS OF THE EXTRAORDINARY GENERAL MEETING 18. Authorisation to the Board of Directors to reduce the Company s share capital by cancelling treasury shares 19. Authorisation to the Board of Directors to issue ordinary shares and/or any other transferable securities conferring equity rights in the Company and/or conferring the right to debt securities, by making a public offering, cancelling shareholders pre-emptive subscription rights 20. Authorisation to the Board of Directors to issue ordinary shares and/or transferable securities conferring equity rights in the Company and/or conferring the right to debt securities, by a private placement as provided in article L II. of the French Monetary and Financial Code, cancelling shareholders pre-emptive subscription rights 21. Authorisation to the Board of Directors to increase the number of shares to be issued in the event of a capital increase, with or without shareholders pre-emptive subscription rights 22. If shares or transferable securities conferring equity rights in the Company are issued cancelling preemptive subscription rights, authorisation to the Board of Directors to set, up to a maximum of 10% of the Company s share capital, the issue price in accordance with the terms authorised by the General Meeting 23. Authorisation to the Board of Directors to award free shares of the Company to the employees and/or corporate officers of the Company and its subsidiaries 24. Authorisation to the Board of Directors to increase the share capital for the benefit of members of a Company savings plan, cancelling shareholders pre-emptive subscription rights 25. Duration of the term of office of the Board Observer(s) and corresponding amendment of article of the Company s articles of association 26. Setting the compensation of the Board Observer(s) and corresponding amendment of article of the Company s articles of association 27. Amendment of articles 4 and 11.3 of the Company s articles of association on transferring the registered office 28. Delegation of authority to the Board of Directors to bring the articles of association into compliance with new statutes and regulations 29. Powers for formalities 11 Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN

14 Board of Directors report on the proposed resolutions BOARD OF DIRECTORS REPORT TO THE 2017 MEETING The Board of Directors describes below the reasons for each of the resolutions proposed to the 2017 Meeting. As a preliminary remark, the Board of Directors informs the 2017 Meeting of the following: 1 in accordance with article L of the French Commercial Code, no transaction was carried out during the year ended 31 December 2016 pursuant to articles L to L of the French Commercial Code, i.e. the provisions on granting options to subscribe for or purchase shares in the Company; 1 in accordance with article L of the French Commercial Code, no transaction awarding free ordinary shares in the Company was carried out during the year ended 31 December 2016, pursuant to article L et seq. of the French Commercial Code. Moreover, the Board of Directors informs the 2017 Meeting that, pursuant to the authority delegated by the Combined General Meeting of 26 June 2014, it has adopted the following bonus share award plans, in accordance with article L et seq. of the French Commercial Code. Transactions carried out pursuant to articles L to L of the French Commercial Code Plan 1: Board of Directors meeting held on 10 September 2014 Plan 2: Board of Directors meeting held on 16 September 2015 Total number of beneficiaries (on the award date) 14 members of General Management (including Yann Coléou, the former Chief Executive Officer) 19 members of General Management (including Yann Coléou, the former Chief Executive Officer) Vesting date of the shares 31 March March 2018 Date of the end of the lock-in period 31 March March 2020 Performance conditions Total number of free shares awarded and IFRS cost of plans (on the award date) IFRS cost of plans at 31 December 2016 Maximum dilution (on the award date) Number of shares awarded to all beneficiary employees and IFRS cost of plans (on the award date) Number of shares awarded to corporate officers (Yann Coléou, former Chief Executive Officer) and IFRS cost of plans (on the award date) Number of shares awarded to the top 10 employees who are not corporate officers andifrs cost of plans (on the award date) Number of shares that can be awarded at31 December 2016 Share price (1), EBITDA (2) and revenue (3) 153,030 shares IFRS cost of plan: 2,765,000 1,287,000 (not including social contributions) 0.19% of share capital (of which, 0.04% for the portion attributable to Yann Coléou, the former Chief Executive Officer) 121,212 shares IFRS cost of plan: 2,189,889 31,818 shares IFRS cost of plan: 574,853 (not including social contributions) 85,150 shares IFRS cost of plan: 1,538,397 (not including social contributions) 80,301 shares 33,391 shares Share price, EBITDA and revenue 90,649 shares IFRS cost of plan: 1,793,000 (4) 749,000 (not including social contributions) (5) 0.11% of share capital (of which, 0.04% for the portion attributable to Yann Coléou, the former Chief Executive Officer) 62,271 shares IFRS cost of plan: 1,231,268 28,378 shares IFRS cost of plan: 561,268 (not including social contributions) 51,162 shares IFRS cost of plan: 1,011,893 (not including social contributions) (1) Accounting for up to 50% of the number of free shares that may be granted: 29,450 free shares will be granted if the price (Vwap over one month) of Korian shares (the Korian Share Price ) is at least 30 on 14 March 2017 (the Target Date ). No free shares will be granted if the Korian Share Price is not at least 30 on the Target Date. 40,156 free shares will be granted if the Korian Share Price is 33 or higher on the Target Date. If the Korian Share Price is between 30 and 33 on the Target Date, the number of free shares granted will be calculated by linear interpolation between 30 and 33. Since the Korian Share Price was on the Target Date, no shares were granted to plan beneficiaries on the basis of this criterion. (2) Accounting for up to 25% of the number of free shares that may be granted: 14,725 free shares will be granted if the Company s EBITDA on 31 December 2016 (the Target EBITDA ) is at least 408,600 thousand. No free shares will be granted if the Target EBITDA is less than 408,600 thousand. 20,078 free shares will be granted if the Target EBITDA is equal to or greater than 449,460 thousand. If the Target EBITDA is between 408,600 thousand and 449,460 thousand the number of free shares granted will be calculated by linear interpolation between these two figures. Since the Target EBITDA was 422,200 thousand, 16,497 shares were granted to plan beneficiaries on the basis of this criterion. (3) Accounting for up to 25% of the number of free shares that may be granted: 14,725 free shares will be granted if the Company s revenue on 31 December 2016 (the Target Revenue ) is at least 2,780,100 thousand. No free shares will be granted if the Target Revenue is less than 2,780,100 thousand. 20,078 free shares will be granted if the Target Revenue is equal to or greater than 3,058,110 thousand. If the Target Revenue is between 2,780,100 thousand and 3,058,110 thousand the number of free shares granted will be calculated by linear interpolation between these two figures. Since the Target Revenue was 2,986,800 thousand, 18,696 shares were granted to plan beneficiaries on the basis of this criterion. (4) IFRS cost after discounting the turnover rate: 1,614,000. (5) IFRS cost after discounting the turnover rate: 674,000. Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN 12

15 Board of Directors report on the proposed resolutions The Board of Directors also informs the 2017 Meeting that pursuant to the decision adopted by the Chief Executive Officer on 31 March 2017, in accordance with article L , paragraph 4, of the French Commercial Code, due to the vesting, on 31 March 2017, of 26,361 shares awarded to certain members of General Management (bonus share plan approved by the Board of Directors on 10 September 2014), the Company s share capital was increased by 131,805, by issuing 26,361 new shares with a nominal value of 5 each, thereby increasing the share capital from 400,890,210 to 401,022,015. Resolutions 1 to 17 (inclusive) fall under the quorum and majority conditions for ordinary general meetings. Resolutions 18 to 29 (inclusive) fall under the quorum and majority conditions for extraordinary general meetings. 1. Approval of the annual and consolidated financial statements for the year ended 31 December 2016, appropriation of the profit and distribution of dividends First and second resolutions 3 APPROVAL OF THE ANNUAL AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2016 With a view to the 2017 Meeting, the Board of Directors has approved the annual and consolidated financial statements for The 2016 registration document, which presents and discusses these financial statements, is available on the Company s website ( By adopting the first and second resolutions, you are requested to approve the annual and consolidated financial statements for The purpose of the first resolution is to approve the 2016 annual financial statements, which report a profit of 21,871,487.06, as well as to approve the reports of the Board of Directors and Statutory auditors reports on these annual financial statements. The purpose of the second resolution is to approve the 2016 consolidated financial statements, which report a net profit Group share of million, as well as to approve the reports of the Board of Directors and Statutory auditors reports on these consolidated financial statements. Third and fourth resolutions 3 APPROPRIATION OF THE PROFIT, SETTING THE AMOUNT OF THE DIVIDEND AND OPTION TO RECEIVE PAYMENT OF THE DIVIDEND IN SHARES The purpose of the third resolution is to decide on the appropriation of the profit for 2016, which totals 21,871, The 2017 Meeting is requested: 1 to appropriate 1,093, to the statutory reserve. The balance of the profit for the year, i.e. the sum of 20,777,912.71, plus retained earnings in the amount of 39,401,441.67, comprises the distributable profit for the year, i.e. the sum of 60,179, The 2017 Meeting is requested: 1 to pay a dividend of 0.60 per share to the 80,204,403 Company shares, i.e. 48,122,641.80, to be deducted entirely from the distributable profit for the financial year; and 1 to appropriate 12,056, to retained earnings. The ex-dividend date on Euronext Paris will be 28 June 2017 and the dividend will be paid on 21 July The amount of 48,122, is based on the number of Korian shares issued at 31 March 2017, i.e. 80,204,403 shares, and the final amount will take into account the number of treasury shares the Company holds when the dividend is paid. Consequently, when the dividend is paid, the dividend on treasury shares held by the Company will be appropriated to retained earnings. If the dividend is paid to shareholders who are individuals and tax residents in France, it is eligible for the 40% tax credit provided in article 158 paragraph 3.2 of the French General Tax Code. In accordance with the law, the shareholders are reminded that the following dividends were distributed for the last three financial years. Revenue distributed per share Financial year Number of shares comprising share capital Number of dividend-bearing shares Dividend paid per share Eligible for the 40% tax credit of article 158 par. 3.2 of the French General Tax Code Not eligible for the 40% tax credit of article 158 par. 3.2 of the French General Tax Code ,468,673 79,433, (1) ,042,523 78,957, (2) ,390,873 78,360, (3) 0 (1) The Combined General Meeting of 23 June 2016 granted each shareholder of the Company the option of receiving payment of the dividend in cash or in shares. (2) The Combined General Meeting of 25 June 2015 granted each shareholder of the Company the option of receiving payment of the dividend in cash or in shares. (3) The Combined General Meeting of 26 June 2014 granted each shareholder of the Company the option of receiving payment of the dividend in cash or in shares. 13 Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN

16 Board of Directors report on the proposed resolutions By adopting the fourth resolution, you are given the opportunity to opt for payment of the dividend in newly issued shares, in accordance with the provisions of article L of the French Commercial Code and article 18 of the Company's articles of association. The option would be available to all shareholders and would cover their entire dividend entitlement, i.e per share. If the option to receive payment of the dividend in shares is exercised, the issue price of the newly issued shares delivered to pay the dividend would be equal to 95% of the average of the closing share price quoted over the 20 trading days preceding the date of the 2017 Meeting, less the net amount of the total dividend (i.e. 0.60) rounded up to the nearest euro cent. The shares issued to pay the dividend would carry dividend rights from 1 January 2017 and would have identical rights as the other ordinary shares of the Company. If the amount of dividends for which the option is exercised does not correspond to a whole number of shares, shareholders may receive the next lowest whole number of shares and the balance in cash. Shareholders would be entitled to exercise this option from 28 June to 13 July 2017 inclusive, by submitting a request to the financial intermediaries authorised to pay this dividend or, for shareholders who hold registered shares, by submitting a request to the Company s representative. If the option is not exercised, the dividend will be paid in cash only from 21 July You are also requested to delegate all authority to the Board of Directors, with the right to sub-delegate such authority, to make the dividend payment in newly issued shares, and specifically to approve the issue price of the shares issued, certify the number of newly issued shares and amend the articles of association as necessary to reflect the new share capital and the number of shares comprising the share capital and, in general, to take all appropriate or necessary action. 2. Binding vote on the 2017 compensation policies for executive corporate officers Fifth and sixth resolutions 3 APPROVAL OF THE PRINCIPLES AND CRITERIA APPLIED TO DETERMINE, ALLOCATE AND AWARD THE COMPONENTS OF THE COMPENSATION OF SOPHIE BOISSARD, IN HER CAPACITY AS THE COMPANY S CHIEF EXECUTIVE OFFICER, AND OF CHRISTIAN CHAUTARD, IN HIS CAPACITY AS CHAIRMAN OF THE COMPANY S BOARD OF DIRECTORS, FOR FINANCIAL YEAR 2017 In accordance with article L of the French Commercial Code, which codified Act No of 9 December 2016 on transparency, fighting corruption and the modernisation of economic life (the Sapin II Act ), the principles and criteria applied to determine, allocate and award the components of the compensation of each executive corporate officer of the Company for financial year 2017 will be submitted for a vote of the shareholders. By adopting the fifth and sixth resolutions, you are requested to approve the principles and criteria applied to determine, allocate and award the components of the compensation of Sophie Boissard, in her capacity as the Company s Chief Executive Officer, and of Christian Chautard, in his capacity as Chairman of the Company s Board of Directors, for financial year The compensation policy for executive corporate officers, as described below and in section of the Company s 2016 registration document, is established by the Board of Directors, pursuant to a proposal of the Appointments and Compensation Committee. The compensation the Company pays is in accordance with the requirements of the AFEP-MEDEF Code and the recommendations of the French Financial Markets Authority (Autorité des marchés financiers AMF ) compensation policy for executive corporate officers Principles applicable to the compensation of executive corporate officers The principles that govern how the compensation of the executive corporate officers is fixed are established in accordance with the AFEP-MEDEF Code. Therefore, the Board of Directors and the Compensation and Appointments Committee: 1 consider all components of their compensation in order to make a comprehensive assessment thereof (exhaustiveness principle); 1 ensure that each component of their compensation is consistent with the Company s corporate interest (principle of balance between the components of compensation); 1 assess their compensation based on the Company s reference market, as well as the responsibilities held, results obtained and work performed (comparability principle); 1 determine their compensation in accordance with that of other executives and employees of the Company (consistency principle); 1 propose simple, stable and transparent rules. The performance criteria used should correspond to the Company s objectives, and should be demanding and explicit and, to the extent possible, consistent over time (intelligible rules principle); 1 strike a fair balance between, and take account of, the Company s corporate interest, market practices and the performances of the executives and other corporate stakeholders in setting the components of compensation (moderation principle). The compensation policies for executive corporate officers, as presented in section of the 2016 registration document and shown again in this document, apply, respectively, to Sophie Boissard, Chief Executive Officer, and Christian Chautard, Chairman of the Board of Directors. In the event of a change in the persons who hold corporate governance positions, the principles and criteria applied to determine, allocate and award the fixed, variable and extraordinary components of total compensation and the benefits of all types granted to new executive corporate officers will be established on a case-by-case basis by the Board of Directors, pursuant to a recommendation of the Compensation and Appointments Committee, in accordance with the AFEP-MEDEF Code. Moreover, Korian s executive corporate officers have never been awarded hiring bonuses (golden hellos) upon joining the Company. Nevertheless, the Board of Directors reserves the right to award a hiring bonus to a new executive corporate officer in an amount to be determined based on the loss he/ she sustains by prematurely leaving his/her current position compensation policy for Sophie Boissard, Chief Executive Officer The 2017 compensation policy for the Chief Executive Officer was established by the Board of Directors at its meetings of 28 November 2016 and 15 March 2017, pursuant to a proposal of the Compensation and Appointments Committee. For the most part, the 2017 compensation policy for the Chief Executive Officer is unchanged from the 2016 policy, which was adopted by the Board of Directors at its meetings of 18 November 2015 and 23 March Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN 14

17 Board of Directors report on the proposed resolutions FIXED COMPENSATION Sophie Boissard receives annual gross fixed compensation of 450,000, which is paid monthly. This annual fixed compensation has not changed since she took office on 26 January 2016, and will be periodically reviewed based on market recommendations. VARIABLE COMPENSATION Sophie Boissard receives annual variable compensation up to a maximum of 100% of her annual fixed compensation if performance conditions are met, and a maximum of 120% of her annual fixed compensation if performance conditions are exceeded, which is measured solely on the basis of quantifiable criteria. Quantifiable criteria (EBITDA, operating cash flow) account for two-thirds of the performance conditions, and qualitative criteria account for one-third of performance conditions. The maximum variable compensation, the allocation between quantifiable and qualitative criteria, and the quantifiable criteria applied have not changed since she took office on 26 January The quantifiable and qualitative criteria for 2017 were set by the Board of Directors at its meeting of 28 November 2016, pursuant to a proposal of the Compensation and Appointments Committee, based on financial objectives and priority projects identified by the Board, in particular in line with the five-year strategic plan. The degree to which the target quantifiable and qualitative criteria are met will be made public only in 2018, when the variable compensation for 2017 will have been determined, in order to protect the confidentiality of the Group s strategy. Payment of the variable components of compensation for 2017 is conditioned on the approval of the General Meeting that will vote on the financial statements for the financial year ending 31 December 2017, which will be held in EXTRAORDINARY COMPENSATION At this time, it is not foreseen that Sophie Boissard will receive extraordinary compensation in In accordance with the recommendations of the Code AFEP-MEDEF Code, only very special circumstances may justify payment of extraordinary compensation. LONG-TERM COMPENSATION Sophie Boissard will be a beneficiary of a long-term variable compensation mechanism that remunerates the Group s performance, based on the objectives of the five-year strategic plan. This long-term profit-sharing plan will be subject to stringent performance conditions, which are different from the performance conditions to be met for payment of her annual variable compensation, and which are measured over the period. In addition, she will be required to be employed by the Company on 30 June These performance conditions will be determined based on the level at which the following performance targets are met (which will be disclosed in 2020): (i) Group revenue earned in 2019, compared to target revenue, in accordance with the Korian 2020 plan; (ii) EBITDA per share achieved in 2019, compared to target EBITDA, in accordance with the Korian 2020 plan (on the basis of the number of shares issued); and (iii) total shareholder return (TSR), compared to the SBF 120 index at 30 June TSR is calculated on the basis of the weighted average number of ordinary shares in circulation during the period. To more closely align her interests with those of the shareholders, the long-term variable compensation mechanism will include an award of free shares governed by article L of the French Commercial Code, provided the 2017 Meeting votes in favour of a resolution authorising the Board of Directors to grant free shares to executive corporate officers and certain management employees who hold key positions within the Group. The Board of Directors will be entitled to change the legal form of the planned long-term variable compensation mechanism in the event of unfavourable regulatory amendments or restrictions imposed. BENEFITS Sophie Boissard is covered by the Group healthcare and disability, invalidity and death plans that have been taken out for the benefit of salaried managers and that are currently in force within the Company, as well as civil liability insurance. In addition, she is entitled to unemployment insurance and a Company car, but she chose not to accept these benefits in SEVERANCE PAY Sophie Boissard will receive severance pay in the event of the termination or non-renewal of her corporate office (except for gross negligence or wilful misconduct) due to a change in strategy or control, in which case payment will be conditioned on meeting performance criteria and will be in an amount equal to the Annual Base Compensation (as defined below), increased by 25% per year of service, but without exceeding twice the Annual Base Compensation, after deducting any amount owed as non-compete compensation, as described below, if the Company does not waive the benefit of the covenant not to compete. Annual Base Compensation means the gross annual fixed and variable compensation received for the 12 months preceding the date on which her office is terminated or not renewed, excluding compensation received under the medium or longterm profit-sharing plans set up for the management teams and exceptional compensation that may be awarded from time to time by the Board of Directors on a discretionary basis. A change of strategy is defined as a change in the Company s strategy that is the subject of the last financial communication made by the Chief Executive Officer or a significant transaction for the Group that does not fall within the scope of the last medium-term plan approved by the Board of Directors in agreement with the Chief Executive Officer. A change of control is defined as a substantial acquisition of equity interests in the Company, accompanied by the appointment of a number of directors that may confer a decisive influence on the Board of Directors decisions. The performance conditions for the payment of severance pay have been set as follows: 1 In the event of termination (except for gross negligence or wilful misconduct) due to a change of strategy or control between the 2016 closing date, no later than 31 March 2017, and the 2017 closing date, no later than 31 March 2018, performance will be measured by the achievement rate for objectives used to calculate the variable component of Sophie Boissard s annual compensation for 2016, as follows: 1 the achievement rate for objectives used to calculate the variable component of annual compensation for 2016 < 40%: no severance pay will be owed; 1 40% the achievement rate for objectives used to calculate the variable component of annual compensation for 2016 < 60%: severance pay equal to 50% of the Annual Base Compensation will be owed; 1 60% the achievement rate for objectives used to calculate the variable component of annual compensation for 2016 < 100%: severance pay equal to 100% of the Annual Base Compensation will be owed. 1 In the event of termination (except for gross negligence or wilful misconduct) due to a change of strategy or control between the 2017 closing date, no later than 31 March Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN

18 Board of Directors report on the proposed resolutions and the 2018 closing date, no later than 31 March 2019, performance will be measured by the average achievement rate for objectives used to calculate the variable component of Sophie Boissard s annual compensation for 2016 and 2017, as follows: 1 the achievement rate for objectives used to calculate the variable component of annual compensation for 2016 and 2017 < 40%: no severance pay will be owed; 1 40% the achievement rate for objectives used to calculate the variable component of annual compensation for 2016 and 2017 < 60%: severance pay equal to 50% of the Annual Base Compensation will be owed; 1 60% the achievement rate for objectives used to calculate the variable component of annual compensation for 2016 and 2017 < 100%: severance pay equal to 100% of the Annual Base Compensation will be owed. 1 In the event of termination (except for gross negligence or wilful misconduct) due to a change of strategy or control on or after the 2018 closing date, but no later than 31 March 2019, performance will be measured by the average achievement rate for objectives used to calculate the variable component of Sophie Boissard s annual compensation for the three financial years preceding her departure, as follows: 1 the achievement rate for objectives used to calculate the variable component of annual compensation for the three financial years preceding her departure < 40%: no severance pay will be owed; 1 40% the achievement rate for objectives used to calculate the variable component of annual compensation for the three financial years preceding her departure < 60%: severance pay equal to 50% of the Annual Base Compensation will be owed; 1 60% the achievement rate for objectives used to calculate the variable component of annual compensation for the three financial years preceding her departure < 100%: severance pay equal to 100% of the Annual Base Compensation will be owed. This severance payment, which was approved in principle by the Board of Directors at its meeting of 18 November 2015, and whose performance criteria were established by the Board of Directors at its meeting of 23 March 2016, has not undergone any changes since then. NON-COMPETE COMPENSATION Sophie Boissard is bound by a covenant not to compete which prohibits her from holding any corporate office, performing any executive function of any kind or providing any advisory services, for a period of two years as from the termination of her duties, for any business or company that competes with the Company and that specialises in long- and medium-term stays in long-term care nursing homes and assisted living facilities in all countries in which Korian does business at the time the covenant is implemented. In consideration therefore Sophie Boissard is entitled to noncompete compensation equal to 50% of the gross annual fixed compensation received for the 12 months preceding the date on which the event triggering the departure occurred (date of notice of resignation from the Company, date of termination or non-renewal by the Board) (hereafter the Date of Termination ), combined, if applicable, with severance pay, provided the sum of the two benefits does not exceed two years of annual fixed and variable compensation (otherwise, severance pay will be cut to reduce total compensation to this amount). Compensation received pursuant to the medium- or long-term profit-sharing plans for management teams and extraordinary compensation that may be awarded from time to time by the Board of Directors on a discretionary basis are not components of annual fixed and annual compensation, and are not included in the basis for calculating non-compete compensation. The Company may waive the benefit of the covenant not to compete no later than 15 days from the Date of Termination. This non-compete compensation which was approved in principle by the Board of Directors at its meeting of 18 November 2015, has not undergone any changes since then compensation policy for Christian Chautard, Chairman of the Board of Directors The 2017 compensation policy for the Chairman of the Board of Directors was established by the Board of Directors at its meeting of 15 March 2017, pursuant to a proposal of the Compensation and Appointments Committee. For the most part, the 2017 compensation policy for the Chairman of the Board of Directors is unchanged from the 2016 policy, which was adopted by the Board of Directors at its meetings of 25 March and 18 November Christian Chautard does not receive any other type of compensation (variable compensation, long-term compensation, benefits, severance pay, non-compete compensation). FIXED COMPENSATION Christian Chautard receives annual gross fixed compensation of 345,000, which is paid monthly. This annual fixed compensation has not changed since he took office on 25 March EXTRAORDINARY COMPENSATION Christian Chautard does not receive any extraordinary compensation. ATTENDANCE FEES Christian Chautard waived his right to receive attendance fees for his office as Chairman of the Board of Directors and as a member of certain specialised Board committees, during the remaining portion of his term of office as a director of the Company, as he had done in Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN 16

19 Board of Directors report on the proposed resolutions 3. Advisory vote on the components of compensation owed or awarded for the year ended 31 December 2016 to executive corporate officers Seventh and eight resolutions 3 ADVISORY VOTE ON THE COMPONENTS OF COMPENSATION OWED OR AWARDED FOR THE YEAR ENDED 31 DECEMBER 2016 TO SOPHIE BOISSARD, IN HER CAPACITY AS THE COMPANY S CHIEF EXECUTIVE OFFICER FROM 26 JANUARY TO 31 DECEMBER 2016, AND TO CHRISTIAN CHAUTARD, IN HIS CAPACITY AS THE COMPANY S CHAIRMAN AND CHIEF EXECUTIVE OFFICER FROM 1 TO 26 JANUARY 2016 AND AS CHAIRMAN OF THE BOARD OF DIRECTORS FROM 26 JANUARY TO 31 DECEMBER 2016 In accordance with the recommendation of section 26.2 of the AFEP-MEDEF Code (revised version of 24 November 2016), which is the Company s reference code in compliance with article L of the French Commercial Code, the components of compensation owed or awarded for a financial year ended to each corporate officer of the Company are submitted for a vote of the shareholders. By adopting the seventh and eighth resolutions, you are requested to give a favourable opinion on the components of compensation owed or awarded for the year ended 31 December 2016 to Sophie Boissard, in her capacity as the Company s Chief Executive Officer from 26 January to 31 December 2016, and to Christian Chautard, in his capacity as the Company s Chairman and Chief Executive Officer from 1 to 26 January 2016 and as Chairman of the Board of Directors from 26 January to 31 December The compensation policy for executive corporate officers, as described below and in section of the Company s 2016 registration document, is established by the Board of Directors, pursuant to a proposal of the Appointments and Compensation Committee. The compensation the Company pays is in accordance with the requirements of the AFEP- MEDEF Code and the recommendations of the French Financial Markets Authority ( AMF ). COMPONENTS OF COMPENSATION OWED OR AWARDED TO SOPHIE BOISSARD, THE CHIEF EXECUTIVE OFFICER FROM 26 JANUARY TO 31 DECEMBER 2016, SUBJECT TO THE CONSULTATION OF THE SHAREHOLDERS Compensation components Amounts Comments Annual fixed compensation 420,000 Pursuant to a proposal of the Appointments and Compensation Committee, on 18 November 2015, the Board of Directors voted to set Sophie Boissard s annual gross fixed compensation for her position as Chief Executive Officer at 450,000. Therefore, she received gross compensation of 420,000 for the period from 26 January to 31 December Annual variable compensation (1) 483,000 Pursuant to a proposal of the Appointments and Compensation Committee, on 18 November 2015, the Board of Directors decided that the annual variable component of Sophie Boissard s compensation could be a maximum of 100% of her annual gross fixed compensation if performance conditions are met, and a maximum of 120% of her annual gross fixed compensation if performance conditions are exceeded, which is measured solely on the basis of quantifiable criteria. In accordance with the recommendations of the AFEP-MEDEF Code, its amount is set each year by the Board of Directors on the recommendation of the Appointments and Compensation Committee, based on quantifiable criteria (two-thirds) and qualitative criteria (one-third) at the beginning of the year. For 2016, pursuant to a proposal of the Appointments and Compensation Committee, on 25 March 2015, the Board of Directors applied the following quantifiable and qualitative criteria: 1 quantifiable criteria (accounting for two-thirds of the variable compensation): EBITDA (one-third of variable compensation) and operating cash flow (one-third of variable compensation); 1 qualitative criteria (accounting for one-third of variable compensation): improved governance and management of the Group, integration of acquisitions in Germany and the Korian 2020 strategic roadmap. Having observed that the quantifiable objectives had not been met and that the qualitative objectives had only been partially met, on 15 March 2017, the Board of Directors, pursuant to a proposal of the Appointments and Compensation Committee, awarded Sophie Boissard the sum of 483,000 as variable compensation for (1) A breakdown of annual variable compensation is shown in the summary table below. 17 Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN

20 Board of Directors report on the proposed resolutions Compensation components Amounts Comments Long-term compensation Extraordinary compensation No payment 18,684 performance units awarded for 2016 Accounting value: 282,920 n/a Pursuant to a proposal of the Appointments and Compensation Committee, on 14 September 2016, the Board of Directors approved setting up a long-term variable compensation mechanism to compensate performance as measured against the five-year strategic plan, in particular for Sophie Boissard in her capacity as Chief Executive Officer. This mechanism, which is in the form of an award of performance units, provides that Sophie Boissard will be awarded 18,684 performance units, in accordance with the conditions described below. 1 The number of performance units that will be ultimately granted on 30 June 2019 will depend on the level at which three separate performance targets are met (each of which confers the right to one-third of the total grant), and which are based on the level at which the revenue and EBITDA objectives of the five-year strategic plan are attained as at 31 December 2018, as well as the performance of the Korian share price compared to the performance of the SBF 120 index between 14 September 2016 and 30 June 2019: 1 if the revenue or EBITDA objectives of the five-year strategic plan are not met, no performance unit that could be potentially acquired under the relevant objective will be awarded. Only meeting the objectives confers the right to an actual award of a portion of the performance units that may be acquired under each of these objectives; 1 only a performance of the Korian share price that exceeds the performance of the SBF 120 index between 14 September 2016 and 30 June 2019 confers the right to an actual award of a portion of the performance units that may be acquired under this third objective; 1 the final award of 100% of the performance units requires that the objectives under each of the three performance conditions be exceeded. 1 The benefit and payment of the performance units earned are conditioned on Sophie Boissard still being with the Company on 30 June 2019 (subject to the customary exceptions for death, retirement or disability). 1 The value of a performance unit will be equal to the average closing price of the Korian share during the 20 trading days prior to 30 June The performance units will be paid after 30 June 2019, half in Korian shares and half in cash. However, the Board of Directors reserves the right to revise this allocation. 1 The Korian shares received as payment for performance units will be freely negotiable, provided Sophie Boissard retains 25% of the Korian shares received as payment, until her term of office has expired. 1 The gross compensation paid pursuant to the performance units granted to Sophie Boissard may not exceed 100% of her annual gross fixed and variable compensation. In addition, Sophie Boissard has made a formal undertaking not to use instruments to hedge her risk in connection with this grant. In connection with the portion of the plan to which she is entitled, Sophie Boissard will incur an IFRS cost of around 282,920 (excluding social charges). Sophie Boissard has not been paid any extraordinary compensation. Attendance fees n/a Sophie Boissard has not received any attendance fees. Value of benefits of all types n/a Sophie Boissard did not wish to be provided with a Company car in Severance pay No payment Pursuant to a proposal of the Appointments and Compensation Committee, on 18 November 2015, the Board of Directors, decided to award Sophie Boissard severance pay in the event her corporate office was terminated or not renewed (except for gross negligence or wilful misconduct) due to a change of strategy or control, in which case payment will be conditioned on meeting performance criteria and will be in an amount equal to the Annual Base Compensation (as defined below), increased by 25% per year of service, but without exceeding twice the Annual Base Compensation, after deducting any amount owed as noncompete compensation, as described below, if the Company does not waive the benefit of the covenant not to compete. Annual Base Compensation means the gross annual fixed and variable compensation received for the 12 months preceding the date on which her office is terminated or not renewed, excluding compensation received under the medium or long-term profit-sharing plans set up for the management teams and exceptional compensation that may be awarded from time to time by the Board of Directors on a discretionary basis. Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN 18

21 Board of Directors report on the proposed resolutions Compensation components Amounts Comments Severance pay No payment Pursuant to a proposal of the Appointments and Compensation Committee, on 23 March 2016, the Board of Directors set the performance conditions for the payment of severance pay as follows: In the event of termination (except for gross negligence or wilful misconduct) due to a change of strategy or control prior to the 2016 closing date, no later than 31 March 2017, performance will be measured as follows (1) : 1 (i) in the event of a departure on or after 26 January 2017, EBITDA for the last 12 months preceding the departure adjusted for acquisitions made in % of 2015 EBITDA or (ii) in the event of a departure before 26 January 2017, EBITDA prorated to time since the appointment of Sophie Boissard, adjusted for the acquisitions made in % of 2015 EBITDA prorated to time: severance pay equal to 100% of the Annual Base Compensation; 1 in the event of departure before 26 January 2017, the fixed compensation taken into account to calculate the Annual Base Compensation will be 450,000; 1 the variable compensation taken into account to calculate the Annual Base Compensation will be the minimum variable compensation for 2016, i.e. twothirds of the fixed compensation, prorated to time; 1 the 25% increase for each year in office will not apply. In the event of termination (except for gross negligence or wilful misconduct) due to a change of strategy or control between the 2016 closing date, no later than 31 March 2017, and the 2017 closing date, no later than 31 March 2018, performance will be measured by the achievement rate for objectives used to calculate the variable component of Sophie Boissard s annual compensation for 2016, as follows: 1 the achievement rate for objectives used to calculate the variable component of annual compensation for 2016 < 40%: no severance pay will be owed; 1 40% the achievement rate for objectives used to calculate the variable component of annual compensation for 2016 < 60%: severance pay equal to 50% of the Annual Base Compensation will be owed; 1 60% the achievement rate for objectives used to calculate the variable component of annual compensation for 2016 < 100%: severance pay equal to 100% of the Annual Base Compensation will be owed. In the event of termination (except for gross negligence or wilful misconduct) due to a change of strategy or control between the 2017 closing date, no later than 31 March 2018, and the 2018 closing date, no later than 31 March 2019, performance will be measured by the average achievement rate for objectives used to calculate the variable component of Sophie Boissard s annual compensation for 2016 and 2017, as follows: 1 the achievement rate for objectives used to calculate the variable component of annual compensation for 2016 and 2017 < 40%: no severance pay will be owed; 1 40% the achievement rate for objectives used to calculate the variable component of annual compensation for 2016 and 2017 < 60%: severance pay equal to 50% of the Annual Base Compensation will be owed; 1 60% the achievement rate for objectives used to calculate the variable component of annual compensation for 2016 and 2017 < 100%: severance pay equal to 100% of the Annual Base Compensation will be owed. In the event of termination (except for gross negligence or wilful misconduct) due to a change of strategy or control on or after the 2018 closing date, no later than 31 March 2019, performance will be measured by the average achievement rate for objectives used to calculate the variable component of Sophie Boissard s annual compensation for the three financial years preceding her departure, as follows: 1 the achievement rate for objectives used to calculate the variable component of annual compensation for the three financial years preceding her departure < 40%: no severance pay will be owed; 1 40% the achievement rate for objectives used to calculate the variable component of annual compensation for the three financial years preceding her departure < 60%: severance pay equal to 50% of the Annual Base Compensation will be owed; 1 60% the achievement rate for objectives used to calculate the variable component of annual compensation for the three financial years preceding her departure < 100%: severance pay equal to 100% of the Annual Base Compensation will be owed. In accordance with the TEPA Act (article L of the French Commercial Code), this severance pay for the Chief Executive Officer was approved by the adoption of the ninth resolution by the General Meeting of the Company s shareholders on 23 June (1) No event of termination occurred by 15 March 2017, the 2016 closing date. Therefore, these calculation provisions are no longer applicable as of the date of the 2016 registration document. 19 Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN

22 Board of Directors report on the proposed resolutions Compensation components Amounts Comments Non-compete compensation No payment Pursuant to a proposal of the Appointments and Compensation Committee, on 18 November 2015, the Board of Directors decided to impose a covenant not to compete on Sophie Boissard to prohibit her from holding any corporate office, performing any executive function of any kind or providing any advisory services, for a period of two years as from the termination of her duties, for any business or company that competes with the Company and that specialises in long- and medium-term stays, including long-term care nursing homes and assisted living facilities, in all countries in which Korian does business at the time the covenant is implemented. In consideration therefore Sophie Boissard is entitled to non-compete compensation equal to 50% of the gross annual fixed compensation received for the 12 months preceding the date on which the event triggering the departure occurred (date of notice of resignation from the Company, date of termination or non-renewal by the Board) (hereinafter the Date of Termination ), combined, if applicable, with severance pay, provided the sum of the two benefits does not exceed two years of annual fixed and variable compensation (otherwise, severance pay will be cut to reduce total compensation to this amount). Compensation received pursuant to the medium- or long-term profit-sharing plans for management teams and extraordinary compensation that may be awarded from time to time by the Board of Directors on a discretionary basis are not components of annual fixed and annual compensation, and are not included in the basis for calculating non-compete compensation. The Company may waive the benefit of the covenant not to compete no later than 15 days from the Date of Termination. In accordance with the TEPA Act (article L of the French Commercial Code), the consideration for this covenant not to compete was approved by the adoption of the ninth resolution by the General Meeting of the Company s shareholders on 23 June Group personal protection insurance and medical expenses plan Supplementary pension scheme Yes n/a Sophie Boissard was been provided with social security plans equivalent to those applicable to salaried managers (illness and personal protection insurance). Sophie Boissard was not provided with any supplementary pension plan. The table breaks down the level at which the quantifiable and qualitative criteria applied to determine Sophie Boissard s 2016 variable compensation were met: BREAKDOWN OF THE CHIEF EXECUTIVE OFFICER S ANNUAL VARIABLE COMPENSATION (1) Quantifiable objectives 67% of fixed compensation (target) Qualitative objectives 33% of fixed compensation (target) Minimum Target Maximum Actual EBITDA (2) as % of fixed compensation 0% 33% 43% 43% Indicator value (in millions) Operating cash flow (3) as % of fixed compensation 0% 33% 43% 43% Indicator value (in millions) Quantifiable Total 0% 67% 87% 87% Improved governance and management of the Group Integration of acquisitions in Germany 2020 Korian strategic roadmap 1 Group Structure 1 Country Management 1 Management process and tools 1 Post-merger action plan 1 Business line/geographic strategy 1 Growth/development 0% 33% 33% 28% Qualitative Total 0% 33% 33% 28% TOTAL VARIABLE COMPONENT (AS % OF FIXED COMPENSATION) 0% 100% 120% 115% (1) The percentages in this table have been rounded to the nearest whole number. (2) 100% if 2016 EBITDA is at least million ( Target EBITDA ). 0% if 2016 EBITDA is less than million (97% of Target EBITDA) (linear variation of the bonus owed between 97% and 100% of the objective). Bonus increased to 130% of the basis if 2016 EBITDA is greater than million (103% of Target EBITDA) (linear variation of the bonus owed between 100% and 103% of the objective). (3) 100% payable if 2016 operating cash flow is at least million ( Target Operating Cash Flow ). 0% if 2016 operating cash flow is less than 95.7 million (90% of Target Operating Cash Flow) (linear variation of the bonus owed between 90% and 100% of the objective). Bonus increased to 130% of the basis if 2016 operating cash flow is greater than million (110% of Target Operating Cash Flow) (linear variation of the bonus owed between 100% and 110% of the objective). Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN 20

23 Board of Directors report on the proposed resolutions COMPONENTS OF COMPENSATION OWED OR AWARDED TO CHRISTIAN CHAUTARD, INTERIM CHAIRMAN AND CHIEF EXECUTIVE OFFICER FROM 1 JANUARY TO 26 JANUARY 2016, THEN CHAIRMAN OF THE BOARD OF DIRECTORS UNTIL 31 DECEMBER 2016, SUBJECT TO THE CONSULTATION OF SHAREHOLDERS Compensation components Amounts Comments Annual fixed compensation 352,000 Pursuant to a proposal of the Appointments and Compensation Committee, at its meeting of 18 November 2015, the Board of Directors set Christian Chautard s annual gross fixed compensation at 450,000 for the performance of his duties as interim Chairman and Chief Executive Officer for the period from 18 November 2015 to 25 January Pursuant to a proposal of the Appointments and Compensation Committee on 19 March 2015, the Board of Directors decided, on 25 March 2015, to set Christian Chautard s gross fixed annual compensation for his duties as Chairman of the Board at 345,000. This fixed compensation remained unchanged at the end of the aforementioned interim period. Between 1 January and 31 December 2016, Christian Chautard thus received the gross sum of 352,000 for his duties as Chairman and Chief Executive Officer, and then as Chairman of the Board. Annual variable compensation n/a Christian Chautard did not receive any variable annual compensation. Long-term compensation n/a Christian Chautard did not receive any long-term compensation. Extraordinary compensation 3,208 Pursuant to a proposal of the Appointments and Compensation Committee, on 2 November 2015, the Board of Directors set at 70,000 the gross annual compensation to be paid to Christian Chautard for the performance of his assignment to provide special assistance for the acquisition of the Casa Reha group in Germany, and then to supervise and coordinate its integration into the Group. After Christian Chautard was temporarily appointed to hold both offices of Chairman and Chief Executive Officer, as an interim measure from 18 November 2015 to 26 January 2016, the Board of Directors, at its meeting of 18 November 2015, decided to suspend the payment of this compensation during the interim period. For this assignment for the period from 2 to 18 November 2015, Christian Chautard was owed compensation of 3,208, which he was paid in February As the reasons that had led to this assignment ceased to exist with the arrival of the new General Management, the assignment was terminated on 26 January Attendance fees n/a Christian Chautard waived his right to receive attendance fees for his office as Chairman of the Board of Directors and as a member of certain specialised Board committees, during the remaining portion of his term of office as a director of the Company. Furthermore, he waived his attendance fees for his positions as a member of the Supervisory boards of the Group s German companies. Lastly, he has not received attendance fees for his positions as a director of the Belgian company Senior Living Group or of the Italian company, Segesta. Value of benefits of all types n/a Christian Chautard did not receive any benefits in kind. Severance pay n/a No agreement for severance pay has been made with Christian Chautard. Non-compete compensation n/a No commitment has been made to pay non-compete compensation. Group personal protection insurance and medical expenses plan n/a Christian Chautard has not been provided with any social security plan. Supplementary pension plan n/a Christian Chautard has not been provided with any supplementary pension plan. 21 Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN

24 Board of Directors report on the proposed resolutions 4. Related-party agreements and commitments Ninth resolution 3 APPROVAL OF THE AGREEMENTS AND COMMITMENTS DESCRIBED IN THE STATUTORY AUDITORS SPECIAL REPORT PURSUANT TO ARTICLE L OF THE FRENCH COMMERCIAL CODE By adopting the ninth resolution, you are requested to acknowledge that no related-party agreements or commitments were concluded or authorised during the year ended 31 December 2016 by the Board of Directors, as well as the prior agreements whose performance continued during the year. These agreements and commitments are presented in the Statutory auditors special report in section 6.3 of the 2016 registration document: 1 no agreement or commitment was authorised by the Board of Directors during the past year requiring that it be submitted for approval of the 2017 Meeting; 1 the following agreements and commitments were approved by the general meetings in previous years and continued during the past year: 1 commitments made to Sophie Boissard in connection with her appointment as Chief Executive Officer: payments that may be owed in certain situations if her position is terminated (severance pay and non-compete compensation); the benefit of Group insurance coverage and unemployment insurance, 1 award of exceptional compensation to Christian Chautard in connection with the Casa Reha transaction (assignment begun on 2 November 2015, suspended from 18 November 2015 to 26 January 2016, and ended on 27 January 2016 when Sophie Boissard took office). 5. Renewal of the terms of office, appointment and ratification of the co-optation of directors and appointment of a Board Observer Tenth, eleventh, twelfth, thirteenth, fourteenth and fifteenth resolutions 3 RENEWAL OF THE TERMS OF OFFICE OF CHRISTIAN CHAUTARD, JÉRÔME GRIVET AND THE OFFICE D INVESTISSEMENT DES RÉGIMES DE PENSIONS DU SECTEUR PUBLIC, REPRESENTED BY JÉRÔME BICHUT, APPOINTMENT OF MARKUS MÜSCHENICH AS DIRECTOR, RATIFICATION OF THE CO-OPTATION OF ELISABETH T. STHEEMAN AS DIRECTOR TO REPLACE GUY DE PANAFIEU, AND APPOINTMENT OF GUY DE PANAFIEU AS BOARD OBSERVER In accordance with the recommendations of the AFEP- MEDEF Code, the articles of association provide that the term of office for the Company s directors is three years. The terms of office are staggered and one-third of the directors are renewed each year. The terms of office of Christian Chautard, Jérôme Grivet, Martin Hoyos and the Office d Investissement des Régimes de Pensions du Secteur Public ( Investissements PSP ), represented by Jérôme Bichut, will expire at the conclusion of the 2017 Meeting. Martin Hoyos did not request that his term of office be renewed and, therefore, at its meeting of 15 March 2017, the Board of Directors decided to request that you: 1 renew the terms of office as directors of Christian Chautard, Jérôme Grivet and Investissements PSP, represented by Jérôme Bichut; and 1 appoint Markus Müschenich as director (independent) to replace Martin Hoyos. Guy de Panafieu, whose term of office as director (independent) expires at the conclusion of the General Meeting that will be convened to vote on the financial statements for financial year 2018 and that will be held in 2019, resigned early, effective 21 June 2017 at midnight, in order to enable a balanced renewal of the Board. Accordingly, at its meeting of 15 March 2017, the Board of Directors decided to co-opt Elisabeth T. Stheeman as director (independent), effective Thursday, 22 June 2017 at 0.00 (midnight), for the remaining duration of the term of office of Guy de Panafieu, i.e. until the conclusion of the General Meeting that will be convened to vote on the financial statements for the financial year ending 31 December Consequently, at that meeting, the Board decided to request that you: 1 ratify the co-optation of Elisabeth T. Stheeman as director (independent), to replace Guy de Panafieu for the remaining duration of his term of office, i.e. until the conclusion of the General Meeting that will be convened to vote on the financial statements for the financial year ending 31 December 2018; and 1 appoint Guy de Panafieu as Board Observer, to replace Jean-Claude Georges François, who did not request the renewal of his term of office, which will expire at the conclusion of the 2017 Meeting. Therefore, by adopting the tenth, eleventh, twelfth and thirteenth resolutions, you are requested to renew the terms of office of Christian Chautard, Jérôme Grivet and Investissements PSP, represented by Jérôme Bichut, and to appoint Markus Müschenich as director (independent), for a term of three years that will expire at the conclusion of the General Meeting of shareholders that will be convened to vote on the financial statements for the financial year ending 31 December Moreover, by adopting the fourteenth resolution, you are requested to ratify the Board of Directors co-optation of Elisabeth T. Stheeman as director (independent), to replace Guy de Panafieu for the remaining duration of his term of office, i.e. until the conclusion of the General Meeting of shareholders that will be convened to vote on the financial statements for the financial year ending 31 December Approval of these proposals by the 2017 General Meeting will enable the Board to comply with the provisions of Law on the balanced representation of men and women on Boards of Directors and Supervisory boards and gender equality in the workplace, as well as to broaden its expertise and the multi-national nature of its composition. Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN 22

25 Board of Directors report on the proposed resolutions Lastly, by adopting the fifteenth resolution, you are requested to appoint Guy de Panafieu to the position of Board Observer to take advantage, over the next two years, of his strategic and financial vision obtained through his presence at the time of the Korian-Medica merger and his experience as Chairman of the Audit Committee of Medica and then of Korian, for a period of two years expiring at the conclusion of the General Meeting that will be convened to vote on the financial statements for the financial year ending 31 December 2018 and that will be held in 2019, which coincides with the expiry of his term of office as director (1). In addition, it should be noted that he has no particular relationship with the Company s executive corporate officers. In connection with these proposals to reappoint, appoint and ratify the co-optation of directors, below is biographical information about the candidates, as required by article R (5) of the French Commercial Code. Christian Chautard Chairman of the Board of Directors and Member of the Investment Committee and Ethics and Quality Committee Born on: 9 July 1948 in Valence (26) Nationality: French Address: Zirkus-Krone-Straße 10, Munich, Germany Date of appointment: GM of 18 March 2014 End of term: GM voting on the financial statements for financial year 2016 BIOGRAPHY Christian Chautard began his career supervising operations for two leading groups in the metallurgy industry. He then headed a commodities trading company with offices in New York, London and Paris. In 1982 he began a career as a strategy, organisation and governance consultant in an international organisation advising executive officers of international groups. He has worked in Europe and in the United States, notably with Mercer, now Oliver Wyman. He is also fully familiar with Germany and its business practices. He was appointed Chairman of the Korian Supervisory board on 5 December 2011, and since then has successively held various management and director offices. He studied at the École polytechnique and holds an MBA from INSEAD. On 15 March 2017, Christian Chautard held 1,191 Korian shares. OFFICES OUTSIDE THE GROUP* Chairman: Renovia Director: Spigraph Group, Anthenor Holding Ltd OFFICES HAVING EXPIRED IN THE LAST 5 YEARS Chairman & Chief Executive Officer: Korian Chairman of the Supervisory board: Korian, Korian Management AG (Germany) Vice-chairman of the Board of Directors: Korian Director: Medica, Marsh France, Segesta (Italy) Member of the Supervisory board: Curanum AG (Germany), Korian Management AG (Germany) Member of the Management Board: Korian Management AG (Germany) Manager: Phönix (Germany) * Christian Chautard is in compliance with applicable laws on holding multiple corporate offices. (1) As currently drafted, article of the Company s articles of association provides that the Board Observer s term of office is three years. You will be requested to reduce it to two years. 23 Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN

26 Board of Directors report on the proposed resolutions BIOGRAPHY Jérôme Grivet Director and Chairman of the Investment Committee Jérôme Grivet has been Deputy Chief Executive Officer responsible for Group Finances at Crédit Agricole SA since May He is a former Finance Inspector and studied at ENA and graduated from ESSEC and the Institut d études politiques in Paris. He began his career in business administration at IGF. He was then appointed European Affairs Advisor to the Prime Minister, Alain Juppé, before joining Crédit Lyonnais in 1998 as head of the finance and management control department of the commercial bank in France. In 2001, he was appointed Chief Strategy Officer of Crédit Lyonnais. He then held the same position with Crédit Agricole SA. After joining Calyon in 2004 as the head of Finance, the Corporate Secretariat and Strategy, he became its Deputy Chief Executive Officer in From the end of 2010 to May 2015, he was Chief Executive Officer of Prévoyance Dialogue du Crédit Agricole ( Predica ) and Crédit Agricole Assurances. On 15 March 2017, Jérôme Grivet held one share in Korian. Born on: 26 March 1962 in London, United Kingdom Nationality: French Address: 12, place des États-Unis, Montrouge Main position held: Date of appointment: GM of 18 March 2014 End of term: GM voting on the financial statements for financial year 2016 Deputy Chief Executive Officer responsible for Group Finances at Crédit Agricole SA OFFICES OUTSIDE THE GROUP* Director: Nexity (listed company), CACEIS, Crédit Agricole Assurances, CACEIS Bank France (CACEIS BF) Permanent representative of Predica, director: Foncière des Régions (listed company) Member of the Supervisory board: Fonds de garantie des dépôts OFFICES HAVING EXPIRED IN THE LAST 5 YEARS Chairman of the Board of Directors: Spirica, Dolcéa Vie, CA Life Greece (Greece) Chief Executive Officer: Crédit Agricole Assurances, Predica Chairman: Groupement Français des Bancassureurs, CA Assurances Italie Holding (Italy) Vice-chairman: BES VIDA, Crédit Agricole Vita (Italy) Director: CAAGIS, Pacifica, CA Indosuez Private Banking, Crédit Agricole Immobilier, LCL Obligation Euro, Icade (listed company) Member of the Supervisory board: Korian Board Observer: La Médicale de France, Aéroports de Paris, Crédit Agricole Immobilier Permanent representative of Predica, director: La Médicale de France, Icade (listed company) Permanent representative of Predica, Member of the Supervisory board: CAPE, CA Grands Crus Permanent representative of Predica, Board Observer: Siparex Associés Permanent representative of Predica, Chairman: Fonds Stratégique Participation Permanent representative of Crédit Agricole Assurances, director: CACI * Jérôme Grivet is in compliance with applicable laws on holding multiple corporate offices. BIOGRAPHY Investissements PSP Permanent representative: Jérôme Bichut Director, Member of the Investment Committee and Audit Committee Jérôme Bichut was born in 1963 and began his career in France in the investment sector before joining, in 1995, Caisse de Dépôt et Placement du Québec, which is based in Montreal, where he held the position of Portfolio Manager specialising in European equities. He joined Investissements PSP in 2001, where he managed a portfolio of European equities, and then took over the International Equities Portfolios Department. He received a degree in economics and finance from Panthéon Sorbonne University and is a Chartered Financial Analyst (CFA). On 15 March 2017, Jérôme Bichut held no shares in Korian. Jérôme Bichut Born on: 29 January 1963 in Amiens, France Nationality: Canadian Address: 5044 avenue Ponsard, H3W2A7 Montreal, Quebec, Canada Date of co-optation: Board of Directors meeting of 15 July 2015 End of term: GM voting on the financial statements for financial year 2016 Main position held Office d Investissement des Régimes de Pensions du Secteur Public (Investissements PSP) Simplified joint-stock company (société par actions simplifiée) Registered office: Managing Director, Public Equities, with Investissements PSP OFFICES HELD BY INVESTISSEMENTS PSP 440 avenue Laurier Ouest, Bureau 200, K1R 7X6 Ottawa, Ontario, Canada Quebec company number: Investissements PSP is a Canadian Crown Corporation subject to the Access to Information Act (the Act ). The Act contains an exemption which allows Invetissements PSP to refuse to release its commercial information (such as the offices it holds in private companies) in response to a request therefore, provided such information is consistently treated as confidential. Intentionally disclosing to the public, or treating as non-confidential, the offices held by Investissements PSP would deprive such information of legal protection. As at the date of this Management Report, Investissements PSP holds 11,100,000 shares in Korian. OFFICES HELD BY JÉRÔME BICHUT* OFFICES OUTSIDE THE GROUP N/A OFFICES HAVING EXPIRED IN THE LAST 5 YEARS * Jérôme Bichut is in compliance with applicable laws on holding multiple corporate offices. N/A Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN 24

27 Board of Directors report on the proposed resolutions BIOGRAPHY Dr Markus Müschenich Born on: 9 June 1961 Nationality: German Markus Müschenich is a graduate of the Universities of Düsseldorf and Münster (medicine). He also has a degree from the University of Düsseldorf in public health. He started his career in 1987 as a consultant in the paediatrics department of the University of Düsseldorf, with a focus on general paediatrics, paediatric oncology, intensive care, neurology and radiology. In 1996, he became an independent management consultant, specialising in strategy, development and restructuring (a position he also held during his public health university studies). In 1998, he obtained a degree in public health after having written a thesis entitled Trendbased Future Forecasting in Complex Systems. Thereafter, Dr Müschenich became an expert in digital solutions in the health field. From 1999 to 2001, he worked as an assistant to the Chief Executive Officer and Medical Director of the Berlin Trauma Center, a European digital hospital that provides global telemedicine services. In 2002, he became a member of the Executive Board and Chief Medical Officer of Paul-Gerhardt- Diakonie Hospital, one of the top ten evengelical hospitals in Germany, which operates hospitals and nursing homes. From 2009 to 2012, he was a member of the Executive Board and, during the last six months, Chief Medical Officer at Sana Kliniken, which currently operates 60 hospitals providing integrated healthcare services (hospital and outpatient care, nursing homes). His duties included strategy and business development: medicine, nursing, e-health, quality/clinical risk management, medical technology, hospital construction/real estate development and human resources/recruitment of chief physicians). Markus Müschenich is currently Managing Partner of Flying Health, which he created in In 2016, he set up the Flying Health Incubator, which provides support for start-ups that develop digital solutions for healthcare systems. Dr Müschenich was also a member of the telemedicine working group of the German Medical Association. He is a venture partner at Peppermint Venture Partners, a venture capital company based in Berlin, which invests in Europe in companies in the healthcare sector during the start-up phase, with a focus on medical advice, digital health and technological platform companies. In addition, Markus Müschenich is currently a member of the Advisory Board for Quality management at the AOK Scientific Institute Bundesverband (statutory health insurance). At the date of this document, Markus Müschenich holds no shares in Korian. Address: Askaloner Weg 4, Berlin, Germany Main position held Managing Partner of Flying Health. OFFICES HELD OUTSIDE THE GROUP* Member of the Quality management advisory board: AOK Scientific Institute Bundesverband Member of the Board of Directors: German Association for Internet Medicine Member of the Scientific advisory board: Apo Asset Management Member of the Board of trustees: FOM University in Berlin OFFICES HAVING EXPIRED IN THE LAST 5 YEARS * Markus Müschenich is in compliance with applicable laws on holding multiple corporate offices. N/A 25 Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN

28 Board of Directors report on the proposed resolutions BIOGRAPHY Elisabeth T. Stheeman Born on: 24 January 1964 Nationality: British, German Elisabeth T. Stheeman is a graduate of the Wirtschaftsakademie Hamburg (Hamburg business school) and the London School of Economics. She started her career in 1982 at the controlling department of Vereins-und Westbank AG. After having held various positions between 1988 and 2012 at Morgan Stanley, where she moved up from her starting position as financial analyst to Chief Operating Officer in the Investment Banking division, she joined LaSalle Investment Management as Global Chief Operating Officer and was a member of the Global Management Committee from 2013 to In 2015, she also was a non-executive (independent) director and a member of the Investment and Remuneration Committees of Redefine International Plc. Elisabeth T. Stheeman is a member of the Court of Governors and of the Council of the London School of Economics, as well as a member of the Audit Committee and Vice-Chair of the Finance Committee. She is currently a member of the Supervisory Boards of Aareal Bank AG (since 2015) and TLG Immobilien AG (since 2014), and a Senior Advisor with the Bank of England/Prudential Regulation Authority (since 2015) and with Courno (since 2014). At the date of this document, Elisabeth T. Stheeman holds no shares in Korian. Address: 11 Adelaide Road, Walton-on-Thames, Surrey KT 121 NB, UK Grande-Bretagne Main position held Senior Advisor with the Bank of England/Prudential Regulation Authority. OFFICES HELD OUTSIDE THE GROUP* Member of the Supervisory board: TLG Immobilien AG (listed company), Aareal Bank AG (listed company) Vice-chairman Risk Committee: Aareal Bank AG (listed company) Vice-chairman Finance Committee: London School of Economics Member of the Technology and Innovation Committee: Aareal Bank AG (listed company) Member of the Audit Committee: TLG Immobilien AG (listed company) Member of the Council: London School of Economics, German-British Chamber of Commerce Senior Advisor: Bank of England, Courno Member of Court: London School of Economics OFFICES HAVING EXPIRED IN THE LAST 5 YEARS Chief Operating Officer: Morgan Stanley, LaSalle Investment Management Director (non-executive): Redefine International Plc Member of the Investment Committee and Remuneration Committee: Redefine International Plc (listed company) Member of the Audit Committee: London School of Economics * Elisabeth T. Stheeman is in compliance with applicable laws on holding multiple corporate offices. BIOGRAPHY Guy de Panafieu Director, Chairman of the Audit Committee and Member of the Compensation and Appointments Committee Guy de Panafieu, a graduate of the Institut d études politiques de Paris, and also holds an arts and economics degree and studied at the École nationale d administration. Formerly a Finance Inspector, from 1968 to 1982 he held a variety of positions at the French Finance Ministry in foreign trade and international economic relations. He was technical advisor in international economic matters to the President of France from 1978 to He was Chairman of the Bull group from 1997 to He worked for the Lyonnaise des Eaux Group from 1983 to 1997 in various management roles, most recently as Vice-chairman and Chief Executive Officer. He is a Manager at Boileau Conseil and an advisor to the Chambre nationale des conseils en gestion de patrimoine. On 15 March 2017, Guy de Panafieu held 1,749 Korian shares. Born on: 5 April 1943 in Paris (17 th district) Nationality: French Address: 56, rue Boileau, Paris Main position held Date of appointment: GM of 23 June 2016 End of term: GM voting on the financial statements for financial year 2018 Advisor to the Chambre nationale des conseils en gestion de patrimoine OFFICES OUTSIDE THE GROUP* Director: SANEF Member of the Supervisory board: Métropole Television (listed company) Chairman: Boileau Conseil OFFICES HAVING EXPIRED IN THE LAST 5 YEARS Director: Medica * Guy de Panafieu is in compliance with applicable laws on holding multiple corporate offices. Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN 26

29 Board of Directors report on the proposed resolutions Provided the tenth, eleventh, twelfth, thirteenth and fourteenth resolutions are adopted, at the conclusion of the 2017 Meeting, the Board of Directors will comprise the following 11 members, including the director representing the employees: Christian Chautard (Chairman), Jérôme Grivet, Predica (represented by Françoise Debrus), Investissements PSP (represented by Jerôme Bichut), Malakoff Médéric Assurances (represented by Hugues du Jeu), Jean-Pierre Duprieu, Martin Hoyos, Anne Lalou, Markus Müschenich, Catherine Soubie, Elisabeth T. Stheeman and Hafida Cola. In addition, provided the fifteenth resolution is adopted, Guy de Panafieu will be the Board Observer. In accordance with the AFEP-MEDEF Code and the recommendation of the Appointments and Compensation Committee, the Board of Directors reviewed the independence criteria of directors at its meetings of 28 November 2016 and 15 March On the basis of that review, and provided the tenth, eleventh, twelfth, thirteenth and fourteenth resolutions are adopted, five out of ten of the Board of Directors members will be independent, i.e. Jean- Pierre Duprieu, Anne Lalou, Markus Müschenich, Catherine Soubie and Elisabeth T. Stheeman (1). 6. Renewal of the term of office of the principal Statutory auditor Sixteenth resolution 3 RENEWAL OF THE TERM OF OFFICE OF ERNST & YOUNG ET AUTRES AS PRINCIPAL STATUTORY AUDITOR In accordance with articles L II.-3, and L of the French Commercial Code, after specific study, at its meeting of 28 November 2016 the Audit Committee voted to recommend to the Board of Directors that Ernst & Young et Autres be reappointed as principal Statutory auditor and, at its meeting of 15 March 2017, the Board followed that recommendation. Moreover, article L , paragraph 2, of the French Commercial Code from the Sapin II Act, eliminated the requirement to appoint an alternate Statutory auditor if the principal Statutory auditor is not an individual or a sole proprietorship. Therefore, on 15 March 2017, the Board of Directors decided not to reappoint Auditex as alternate Statutory auditor when its term of office expires at the conclusion of the 2017 Meeting (2). By adopting the sixteenth resolution, you are requested to reappoint Ernst & Young et Autres, the principal Statutory auditor, for a term of six financial years, which will expire at the conclusion of the General Meeting of shareholders that will be convened to vote on the financial statements for the year ending 31 December The amount of Statutory auditors fees for 2016, for all companies of the Group, is provided in Note 5.5 in the notes to the consolidated financial statements at 31 December 2016, which are found in section 5.1 of the 2016 registration document. 7. Financial powers Seventeenth, eighteenth, nineteenth, twentieth, twenty-first, twenty-second, twenty-third and twenty-fourth resolutions By adopting resolutions numbered 17 to 24, the Board requests that you grant it the authority enabling it to carry out various types of issues in accordance with the laws in force. Given the organisational and timetable constraints in convening general meetings, it is essential that the Board of Directors have the financial authority in place enabling it to raise, with the requisite speed and flexibility, the funds necessary for the development of the Company and the Group, if necessary through the financial markets. For additional information on these authorisations, please refer to the proposed resolutions and the Statutory auditors special reports on the eighteenth, nineteenth, twentieth, twenty-first, twenty-second, twenty-third and twenty-fourth resolutions that will be submitted to you, and which will also be read out at the 2017 Meeting. In certain circumstances, the Board of Directors, acting in the Company s interests and capitalising on opportunities afforded by the financial markets, may issue securities in France or abroad, without enabling existing shareholders to exercise their pre-emptive subscription rights. Your vote would automatically constitute a waiver of pre-emptive subscription rights in connection with the transactions envisaged by these resolutions. In addition, Act of 29 March 2014 to re-conquer the real economy (the Florange Act ) overturned the principle requiring Boards of Directors to remain neutral during a public offer period, and which required the Board of Directors to obtain the prior approval of a General Meeting before taking any measure likely to jeopardise the bid and which, during the offer period, suspended any delegation of authority that could cause the bid to fail. New article L of the French Commercial Code now allows the Board of Directors to take any action to counter a takeover bid, provided the articles of association of the target company do not restrict this right. The Florange Act also abolished the principle that suspended delegations of authority previously granted by a General Meeting during the offer period if they could jeopardise the bid. Accordingly, the Board of Directors may now implement such delegations of authority, provided the terms of such delegations of authority do not prohibit it. Accordingly, in line with market practice, the 2017 Meeting is requested to prohibit the Board of Directors, during a public tender offer, from using the authority that would be delegated by adopting the nineteenth, twentieth, twentyfirst and twenty-second resolutions submitted to the 2017 Meeting. (1) In accordance with article 8.3 of the AFEP-MEDEF Code, the director representing the employees is not taken into account in determining the ratio of independent directors on the Board of Directors. (2) On 28 November 2016, before the Sapin II Act came into force, the Audit Committee had voted in favour of renewing the appointment of Auditex as alternate Statutory auditor. 27 Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN

30 Board of Directors report on the proposed resolutions Lastly, the authorisation limits in the nineteenth, twentieth, twenty-first and twenty-second resolutions are lower than the authorisation limits in the eighteenth, nineteenth, twentieth and twenty-first resolutions that were rejected by the Combined General Meeting of 23 June The duration of the authorisations in the nineteenth, twentieth, twentyfirst and twenty-second resolutions has been reduced to 14 months to align it with the authorisations already granted by the Combined General Meeting of 23 June For all necessary purposes, we remind you that in accordance with the laws in force, the Board of Directors will prepare an additional report whenever any delegation of authority you may grant is exercised. In addition, in accordance with the statutes and regulations, the Board of Directors is required to report each year to the General Meeting on the use made of the delegations of authority granted under the nineteenth, twentieth, twenty-first, twenty-third and twenty-fourth resolutions. The table below provides a breakdown of the financial powers the Board of Directors is requesting you grant by adopting the resolutions numbered 17 to 24 (inclusive). Note that the seventeenth resolution is subject to the quorum and majority requirements for ordinary general meetings, whereas the resolutions numbered 18 to 24 (inclusive) are subject to the quorum and majority requirements for extraordinary general meetings. Resolution Purpose Terms 17 th resolution Authorisation to the Board of Directors to trade in the Company s shares Duration: 18 months from the date of the 2017 Meeting Securities concerned: Korian shares Maximum percentage of share capital that may be repurchased: The number of shares repurchased pursuant to this delegation of authority would be subject to the following two restrictions: a) the number of shares that the Company may purchase during the buyback period may not exceed 10% of the shares comprising the Company s share capital at any time. This percentage applies to share capital adjusted on the basis of transactions impacting capital that may be carried out after the 2017 Meeting. Moreover: (i) if the Company s shares are purchased to promote liquidity in accordance with the requirements of the AMF General Regulation, the number of shares taken into account to calculate the aforementioned 10% limit is the number of shares purchased, less the number of shares resold during the relevant period, and (ii) the number of shares purchased with a view to retaining them and subsequently delivering them in connection with a merger, demerger or contribution of assets shall not exceed 5% of its share capital; b) the number of shares that the Company holds at any given time shall not exceed 10% of the shares comprising the Company's share capital at the relevant date. Maximum unit price under the programme: 50. Maximum number of shares that can be purchased: 8,020,440 shares (on the basis of the number of shares comprising the share capital on 31 March 2017). Maximum overall amount of the programme: 401,022,000. Objectives: a) the awarding or sale of shares to employees under the Company s profitsharing scheme or any employee savings plan as provided for by law, in particular article L et seq. of the French Labour Code; and/or b) the awarding of free shares pursuant to article L et seq. of the French Commercial Code; and/or c) the delivery of shares to cover commitments under stock option plans or an award of free shares (or similar plans) and/or any other forms of awards of shares to employees and/or corporate officers of the Group; d) the delivery of shares upon the exercise of rights attached to securities conferring equity rights in the Company by redemption, conversion, exchange, presentation of a warrant or in any other manner; and/or e) the cancellation of all or some of the securities thus redeemed, provided the eighteenth resolution below is adopted; and/or f) the purchase of shares following a reverse stock split of Company shares, to facilitate reverse stock split transactions and the management of fractional shares; and/or g) the stimulation of the secondary market or promoting the liquidity of the Company s shares by an investment services provider acting under the terms of a liquidity agreement that complies with the code of professional conduct recognised by the AMF; and/or h) enabling the Company to trade in its own shares for any other purpose authorised now or in the future by the statutes and regulations in force. In such case, the Company shall inform its shareholders by issuing a press release. Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN 28

31 Board of Directors report on the proposed resolutions Resolution Purpose Terms 18 th resolution Authorisation to the Board of Directors to reduce the Company s share capital by cancelling treasury shares Duration: 18 months from the date of the 2017 Meeting 19 th resolution Authorisation to the Board of Directors to issue ordinary shares and/or any other transferable securities conferring equity rights in the Company and/or conferring the right to debt securities, by making a public offering, cancelling shareholders pre-emptive subscription rights Duration: 14 months from the date of the 2017 Meeting Any capital decrease shall be limited to 10% of the Company's share capital in each 24-month period. The 10% limit applies to the amount of the Company s share capital adjusted, if necessary, to take into account any capital transactions carried out after the 2017 Meeting. The authority to be granted to the Board of Directors, with the right to subdelegate this authority in accordance with the statutes and regulations, would grant the Board all powers to implement this delegation of authority and, in particular, to approve the final amount of the capital decrease, establish the terms of the capital decrease and carry it out, set off the difference between the carrying amount of the cancelled shares and their nominal amount against all available reserves and share premium accounts, certify completion of the capital decrease and amend the articles of association accordingly, carry out all formalities, take all measures and, in general, do everything necessary to make the capital decrease effective. Public offerings decided pursuant to this delegation of authority may be combined, in one issue or multiple issues carried out simultaneously, with the offerings referred to in article L II. of the French Monetary and Financial Code and decided pursuant to the twentieth resolution approved by the 2017 Meeting. This delegation of authority would be subject to the following restrictions: a) the maximum nominal amount of capital increases that may be carried out, immediately and/or in the future, pursuant to this delegation of authority may not exceed a total of 40,102,200, plus, if applicable, the nominal amount of additional shares to be issued to preserve the rights of the holders of transferable securities conferring equity rights in the Company, in accordance with the statutes and regulations and contractual terms and conditions. The maximum nominal amount of capital increases that may be carried out pursuant to this delegation of authority would be applied against the overall maximum limit for capital increases of 150,000,000 set by the seventeenth resolution adopted by the Combined General Meeting of 23 June 2016; b) the nominal amount of transferable securities representing debt securities conferring equity rights in the Company that may be issued pursuant to this delegation of authority may not exceed 240,613,200, or the equivalent value of this amount in the event of an issue in a foreign currency or a unit of account set on the basis of multiple currencies. The nominal amount of the transferable securities representing debt securities conferring equity rights in the Company that may be issued pursuant to this delegation of authority would be applied against the overall maximum limit for transferable securities representing debt securities of 1,000,000,000 set by the seventeenth resolution adopted by the Combined General Meeting of 23 June 2016; c) in accordance with article L of the French Commercial Code, and subject to the seventeenth resolution, (i) the issue price of shares must be at least equal to the minimum price required by the statutes and regulations in force at the time of the issue, which currently is the weighted average price of the Korian share on the Euronext Paris regulated market during the three trading days before the price is set, less a maximum discount of 5% if applicable; and (ii) the issue price of transferable securities conferring equity rights in the Company by any means, immediately or in the future, would be such that the sum that the Company receives immediately, plus, if applicable, any sum it may receive subsequently is, for each share or other equity security in the Company issued in consequence of the issue of these transferable securities at least equal to the price it would receive by applying the minimum subscription price defined in the previous paragraph, after adjustment, if applicable, to take into account the different dates on which they acquire dividend rights. 29 Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN

32 Board of Directors report on the proposed resolutions Resolution Purpose Terms 20 th resolution Authorisation to the Board of Directors to issue ordinary shares and/or transferable securities conferring equity rights in the Company and/or conferring the right to debt securities, by a private placement as provided in article L II. of the French Monetary and Financial Code, cancelling shareholders pre-emptive subscription rights Duration: 14 months from the date of the 2017 Meeting 21 st resolution Authorisation to the Board of Directors to increase the number of shares to be issued in the event of a capital increase, with or without shareholders pre-emptive subscription rights Duration: 14 months from the date of the 2017 Meeting Offerings decided pursuant to this delegation of authority may be combined, in one issue or multiple issues carried out simultaneously, with public offerings decided pursuant to the nineteenth resolution submitted to the 2017 Meeting. This delegation of authority would be subject to the following restrictions: a) the nominal amount of the increases in the Company s share capital that may be carried out, immediately or in the future, pursuant to this delegation of authority may not exceed 10% of the share capital during the same one-year period, nor exceed the maximum amounts set by the seventeenth resolution adopted by the Combined General Meeting of 23 June 2016, plus, if applicable, the nominal amount of additional shares to be issued to preserve the rights of the holders of transferable securities conferring equity rights in the Company, in accordance with the statutes and regulations and contractual terms and conditions, and would apply against the overall maximum limits set by the seventeenth resolution adopted by the Combined General Meeting of 23 June 2016 and the nineteenth resolution submitted to the 2017 Meeting; b) the shares or transferable securities conferring equity rights in the Company may be subscribed in cash or by a setoff against credit claims held against the Company; and c) in accordance with article L of the French Commercial Code, and subject to the twenty-second resolution, (i) the issue price of shares must be at least equal to the minimum price required by the statutes and regulations in force at the time of the issue, which currently is the weighted average price of the Korian share on the Euronext Paris regulated market during the three trading days before the price is set, less a maximum discount of 5% if applicable; and (ii) the issue price of transferable securities conferring equity rights in the Company by any means, immediately or in the future, would be such that the sum that the Company receives immediately, plus, if applicable, any sum it may receive subsequently is, for each share or other equity security in the Company issued in consequence of the issue of these transferable securities, at least equal to the price it would receive by applying the minimum subscription price defined in the previous paragraph, after adjustment, if applicable, to take into account the different dates on which they acquire dividend rights. It is requested that the 2017 Meeting delegate its authority to the Board of Directors, with the right to sub-delegate this authority in accordance with applicable statutes and regulations, to increase the number of securities to be issued in the event of an increase in the share capital of the Company, with or without pre-emptive subscription rights, decided pursuant to the seventeenth resolution adopted by the Combined General Meeting of 23 June 2016 and the nineteenth and twentieth resolutions submitted to the 2017 Meeting, in accordance with the requirements and deadlines prescribed by article L of the French Commercial Code, up to the limit of 15% of the original issue and at the same price as that set for the original issue, pursuant to which the capital increase or, if applicable, the issue of transferable securities representing debt securities conferring equity rights in the Company, is decided. The nominal amount of these capital increases and issues of transferable securities representing debt securities conferring equity rights to the Company carried out pursuant to this delegation of authority would apply against the overall maximum limits on capital increases and issues of transferable securities representing debt securities conferring equity rights to the Company set by the seventeenth resolution adopted by the Combined General Meeting of 23 June 2016 and the nineteenth and twentieth resolutions submitted to the 2017 Meeting. Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN 30

33 Board of Directors report on the proposed resolutions Resolution Purpose Terms 22 nd resolution If shares or transferable securities conferring equity rights in the Company are issued cancelling pre-emptive subscription rights, authorisation to the Board of Directors to set, up to a maximum of 10% of the Company s share capital, the issue price in accordance with the terms authorised by the 2017 Meeting Duration: 14 months from the date of the 2017 Meeting 23 rd resolution Authorisation to the Board of Directors to award free shares of the Company to the employees and/ or corporate officers of the Company and its subsidiaries Duration: 38 months from the date of the 2017 Meeting This delegation of authority would be granted, with the right to sub-delegate this authority, subject to (i) the adoption of the nineteenth and twentieth resolutions submitted to the 2017 Meeting and (ii) in compliance with the maximum amounts specified in the resolution pursuant to which the issue is decided, for each issue decided on the basis of the nineteenth and twentieth resolutions, and in derogation of the requirements for setting the issue price they specify. The 10% limit would apply to share capital adjusted by the result of any capital transactions that may be carried out after the 2017 Meeting. This delegation of authority would be subject to the following restrictions: a) the issue price of ordinary shares would be at least equal to the weighted average price of the Korian share on the Euronext Paris regulated market during the three trading days before the price is set, less a maximum discount of 5% if applicable; and b) the issue price for transferable securities conferring equity rights to the Company other than ordinary shares would be such that the sum the Company receives immediately plus, if applicable, any sum it may receive subsequently is, for each ordinary share issued in consequence of the issue of these transferable, at least equal to the amount stated in the paragraph above, after adjustment, if applicable, to take into account the different dates on which they acquire dividend rights. This delegation of authority would be subject to the following restrictions: a) the Board of Directors would determine the beneficiaries of the share awards, as well as the conditions and, if applicable, the criteria for awarding the shares; b) the Board of Directors would determine the conditions and, if applicable, the criteria for awarding the shares, including performance conditions. The vesting of the shares would be contingent on continued employment with the Group for all beneficiaries, and would be subject to quantifiable performance conditions assessed over the entire vesting period for executive corporate officers; c) these performance conditions would be determined based on the level at which the following performance targets are met, which may be revised upward only, and which will be disclosed in 2020: (i) Group revenue earned in 2019, compared to target revenue; (ii) EBITDA per share achieved in 2019, compared to target EBITDA (on the basis of the number of shares issued); and (iii) total shareholder return (TSR), compared to the SBF 120 index at 30 June 2020 (1) ; d) any awards that may be made to the corporate officers referred to in article L II., paragraphs 1 and 2 of the French Commercial Code would be made only in accordance with the requirements of article L of the same Code; e) the total number of free shares awarded pursuant to this authorisation may not represent more than 1% of the share capital on the date of the Board of Directors decision, and the nominal amount of the capital increases resulting from the share awards made pursuant to this authorisation would apply against the overall maximum set by the seventeenth resolution adopted by the Combined General Meeting of 23 June 2016; f) the total number of free shares that may be awarded pursuant to this authorisation to the Company s corporate officers may not represent more than 0.1% of the share capital on the date of the Board of Directors decision; g) the award of shares to the beneficiaries thereof would vest after a vesting period set by the Board of Directors of no less than three years, to which a lock-in period may be added as determined by the Board of Directors; h) no shares may be awarded to employees or corporate officers who hold more than 10% of the share capital, and the award of free shares may not result in any employee or corporate officer holding more than 10% of the share capital; i) in the case of corporate officers, the Board of Directors shall establish the number of ordinary shares that they must hold as registered shares until they leave office. (1) TSR is calculated on the basis of the weighted average number of ordinary shares in circulation during the period. 31 Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN

34 Board of Directors report on the proposed resolutions Resolution Purpose Terms 24 th resolution Authorisation to the Board of Directors to increase the share capital for the benefit of members of a Company savings plan, cancelling shareholders pre-emptive subscription rights Duration: 26 months from the date of the General Meeting This delegation of authority would be subject to the following restrictions: a) the nominal amount of the capital increase that may be carried out under this delegation of authority may not exceed a maximum nominal amount of 2,000,000 by issuing shares or transferable securities conferring equity rights in the Company restricted to members of a Company savings plan (or other savings plan restricted to members to which article L of the French Labour Code permits restricting a capital increase under equivalent conditions) that may be set up for a group consisting of the Company and the French or foreign companies within its consolidated scope in accordance with article L of the French Labour Code, and which also fulfils any conditions that may be set by the Board of Directors. The maximum nominal amount of capital increases that may be carried out pursuant to this authorisation would be independent of any other delegation of authority granted by the General Meeting and would not be applied against any other overall maximum limit on capital increases; b) the subscription price for new shares at the time of each issue would be set in accordance with article L of the French Labour Code; c) subject to the limits imposed by article L of the French Labour Code, the Board of Directors may award free shares or transferable securities conferring equity rights in the Company as employer matching contributions and/or in lieu of the discount. 8. Amendment to the provisions of the articles of association concerning the performance of the duties of Board Observer Twenty-fifth and twenty-sixth resolutions 3 AMENDMENT OF THE DURATION OF THE TERM OF OFFICE OF THE BOARD OBSERVER(S) AND SETTING THE COMPENSATION THEREOF By adopting the twenty-fifth resolution, the Board requests that you amend the first paragraph of article of the Company s articles of association, such that Guy de Panafieu may be appointed to the position of Board Observer for a period of two years expiring at the conclusion of the General Meeting that will be convened to vote on the financial statements for the year ending 31 December 2018 and that will be held in 2019, which coincides with the expiry of his term of office as director (1). By adopting the twenty-sixth resolution, you are also requested to add a third paragraph to article of the Company s articles of association providing that the Board Observer(s), in consideration for services rendered, may receive compensation deducted from the amount of attendance fees granted to the Board by the General Meeting, in accordance with the conditions decided by the Board of Directors. 9. Amendment to the provisions of the articles of association concerning transfers of the registered office Twenty-seventh resolution 3 AMENDMENT TO THE PROVISIONS OF THE ARTICLES OF ASSOCIATION CONCERNING TRANSFERS OF THE REGISTERED OFFICE By adopting the twenty-seventh resolution, you are requested to amend article 4, paragraph 2, and article 11.3, paragraph 4, of the Company s articles of association in order to bring them into compliance with the new provisions of article L , paragraph 1, of the French Commercial Code, which codified the Sapin II Act, and which allows the Board of Directors to transfer the registered office anywhere in France, and not simply within the same département (county) or a neighbouring département, subject to ratification of such decision by the next ordinary General Meeting. (1) As currently drafted, article of the Company s articles of association provides that the Board Observer s term of office is three years. You will be requested to reduce it to two years. Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN 32

35 Board of Directors report on the proposed resolutions 10. Amendment of the Company s articles of association to comply with new statutes and regulations Twenty-eighth resolution 3 AMENDMENT OF THE COMPANY S ARTICLES OF ASSOCIATION TO COMPLY WITH NEW STATUTES AND REGULATIONS By adopting the twenty-eighth resolution, the Board requests that, in accordance with the new provisions of article L , paragraph 2, of the French Commercial Code, which codified the Sapin II Act, you grant it the authority to amend the Company s articles of association to bring them into compliance with new statutes and regulations, subject to ratification of such amendments by the next extraordinary General Meeting. 11. Formalities Twenty-ninth resolution 3 POWERS TO CARRY OUT FORMALITIES This resolution grants the powers necessary to complete all formalities that may be required following the 2017 Meeting. The proposed resolutions appended to this report provide greater detail about the information presented above. Please do not hesitate to contact us for any further information. We hope that you will approve the resolutions submitted to you. The Board of Directors 33 Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN

36 Statutory auditors reports on the proposed resolutions STATUTORY AUDITORS REPORT ON THE CAPITAL DECREASE EIGHTEENTH RESOLUTION To the Shareholders, In our capacity as your Company s Statutory auditors, and in performance of the duties prescribed by article L of the French Commercial Code in the event of a capital decrease carried out by cancelling shares redeemed, we hereby report on our assessment of the justifications and conditions for the proposed capital decrease. Your Board of Directors requests that you grant it all powers, for a period of 18 months from the date of this shareholders meeting, to cancel shares redeemed pursuant to authority granted to the Company to redeem its own shares in compliance with the aforementioned article, for an amount not exceeding 10% of its share capital, per 24-month period. We have performed the work that we deemed necessary in accordance with the professional guidelines of the French National Board of Statutory auditors (Compagnie nationale des Commissaires aux comptes) relevant to this assignment. This work consisted of determining if the justifications for and the terms and conditions of the proposed capital decrease, which is not of a nature that jeopardises the equal treatment of shareholders, are proper. We have no observations to make regarding the justifications for and the terms and conditions of the proposed capital decrease. MAZARS Manuela Baudoin-Revert Paris-La Défense, 24 April 2017 The Statutory auditors ERNST & YOUNG et Autres Sophie Duval Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN 34

37 Statutory auditors reports on the proposed resolutions STATUTORY AUDITORS REPORT ON THE ISSUE OF SHARES AND VARIOUS TRANSFERABLE SECURITIES CANCELLING PRE-EMPTIVE SUBSCRIPTION RIGHTS NINETEENTH, TWENTIETH, TWENTY-FIRST AND TWENTY-SECOND RESOLUTIONS To the Shareholders, In our capacity as your Company s Statutory auditors, and in performance of the duties prescribed by articles L and L et seq. of the French Commercial Code, we hereby present our report on the proposals to delegate authority to the Board of Directors in connection with various issues of shares and/or transferable securities, on which you are requested to vote. On the basis of its report, your Board of Directors requests: 1 that you delegate to it, for a period of 14 months, the authority to approve the following transactions and set the final terms and conditions of such issues, and requests that you cancel your pre-emptive subscription right in connection therewith: 1 issues of ordinary shares of the Company and/or any other transferable securities conferring equity rights in the Company and/or conferring the right to debt securities, by making a public offering, up to a maximum par value of 40,102,200, cancelling shareholders pre-emptive subscription rights (nineteenth resolution), 1 issues of ordinary shares of the Company or any other transferable securities conferring equity rights in the Company or conferring the right to debt securities, by making the private placements referred to in article L II. of the French Monetary and Financial Code, cancelling shareholders pre-emptive subscription rights, up to the limit of 10% of the share capital per year (twentieth resolution); 1 that you authorise it, pursuant to the twenty-second resolution and in connection with the use of the authority delegated in the nineteenth and twentieth resolutions, to set the issue price within the limit of 10% of the share capital per year. Under the nineteenth resolution, the nominal amount of the increases in the Company s share capital that may be carried out, immediately or in the future, may not exceed 40,102,200 under the nineteenth, twentieth and twenty-first resolutions. This amount would be applied against the overall maximum limit for capital increases of 150,000,000 set by the seventeenth resolution adopted by the Combined General Meeting of 23 June 2016 less, if applicable, the nominal amount of capital increases to be applied against said limit that may have been carried out after that General Meeting. Under the nineteenth resolution, the nominal amount of transferable securities representing debt securities that may be issued may not exceed 240,613,200 under the nineteenth, twentieth and twenty-first resolutions. This amount would be applied against the overall maximum limit for transferable securities representing debt securities of 1,000,000,000 set by the seventeenth resolution adopted by the Combined General Meeting of 23 June 2016 less, if applicable, the nominal amount of transferable securities representing debt securities to be applied against said limit that may have been issued after that General Meeting. These limits take into account the additional number of securities to be created in connection with the use of the nineteenth and twentieth resolutions, in accordance with the requirements of article L of the French Commercial Code, if you adopt the twenty-first resolution. It is the responsibility of the Board of Directors to prepare a report in accordance with article R et seq. of the French Commercial Code. It is our role to give an opinion on the accuracy of figures taken from the financial statements, on the proposal to cancel pre-emptive subscription rights and on certain other information concerning these transactions and provided in such report. We have performed the work that we deemed necessary in accordance with the professional guidelines of the French National Board of Statutory auditors relevant to this assignment. This work consisted of verifying the content of the Board of Directors report on these transactions and the procedures for determining the issue price of the equity securities to be issued. Subject to a subsequent review of the terms and conditions of issues that may be decided, we have no observations to make regarding the procedures for determining the issue price of the equity securities to be issued contained in the Board of Directors report regarding the nineteenth, twentieth and twenty-second resolutions. Due to the fact that the final terms and conditions of such issues have not been set, we express no opinion thereon and, therefore, on the proposal that you cancel pre-emptive subscription rights that is made in the nineteenth and twentieth resolutions. In accordance with article R of the French Commercial Code, we will prepare an additional report in the event your Board of Directors uses these delegations of authority to issue transferable securities that are equity securities conferring the right to other equity securities or to debt securities, to issue transferable securities conferring the right to equity securities to be issued or to issue shares cancelling pre-emptive subscription rights. MAZARS Manuela Baudoin-Revert Paris-La Défense, 24 April 2017 The Statutory auditors ERNST & YOUNG et Autres Sophie Duval 35 Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN

38 Statutory auditors reports on the proposed resolutions STATUTORY AUDITORS REPORT ON THE AUTHORISATION TO AWARD FREE SHARES IN EXISTENCE OR TO BE ISSUED TWENTY-THIRD RESOLUTION To the Shareholders, In our capacity as your Company s Statutory auditors, and in performance of the duties prescribed by article L of the French Commercial Code, we hereby present our report on the proposal to authorise an award of free shares in existence or to be issued to employees and/or corporate officers of your Company (and companies affiliated with it), and on which you are requested to vote. The total number of shares that may be issued under this authorisation may not represent more than 1% of the Company s share capital. On the basis of its report, your Board of Directors proposes that you authorise it, for a period of thirty-eight months, to award free shares in existence or to be issued. It is the responsibility of the Board of Directors to prepare a report on this transaction for which it requests authority. It is our role to inform you of our observations, if any, on the information provided to you concerning the proposed transaction. We have performed the work that we deemed necessary in accordance with the professional guidelines of the French National Board of Statutory Auditors relevant to this assignment. In particular, this work consisted of verifying that the procedures envisaged and described in the Board of Directors report are in accordance with the provisions of the law. We have no observations to make regarding the information provided in the Board of Directors report on the proposed transaction to authorise an award of free shares. MAZARS Manuela Baudoin-Revert Paris-La Défense, 31 March 2017 The Statutory auditors ERNST & YOUNG et Autres Sophie Duval Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN 36

39 Statutory auditors reports on the proposed resolutions STATUTORY AUDITORS REPORT ON THE ISSUE OF ORDINARY SHARES OR TRANSFERABLE SECURITIES CONFERRING EQUITY RIGHTS IN THE COMPANY RESTRICTED TO MEMBERS OF A COMPANY SAVINGS PLAN TWENTY-FOURTH RESOLUTION To the Shareholders, In our capacity as your Company s Statutory auditors, and in performance of the duties prescribed by articles L and L et seq. of the French Commercial Code, we hereby present our report on the proposal to delegate to the Board of Directors the authority to issue ordinary shares or transferable securities conferring equity rights in the Company, cancelling pre-emptive subscription rights, restricted to members of a Company savings plan that may be set up within the Group consisting of the Company and the French or foreign companies within the Company s consolidated scope in accordance with article L of the French Labour Code, on which you are requested to vote. The maximum nominal amount of the capital increase that may result from this issue is set at 2,000,000. This issue is submitted to your approval in accordance with article L of the French Commercial Code and article L et seq. of the French Labour Code. On the basis of its report, your Board of Directors requests that you delegate to it, for a period of 26 months, the authority to issue transferable securities and to cancel your pre-emptive subscription right to such transferable securities to be issued. In such case, it would be responsible for setting the final issue terms and conditions governing such transaction. It is the responsibility of the Board of Directors to prepare a report in accordance with article R et seq. of the French Commercial Code. It is our role to give an opinion on the accuracy of figures taken from the financial statements, on the proposal to cancel pre-emptive subscription rights and on certain other information concerning the issue and provided in such report. We have performed the work that we deemed necessary in accordance with the professional guidelines of the French National Board of Statutory auditors relevant to this assignment. This work consisted of verifying the content of the Board of Directors report on this transaction and the procedures for determining the issue price of the equity securities to be issued. Subject to a subsequent review of the terms and conditions of the issue that may be decided, we have no observations to make regarding the procedures for determining the issue price of the equity securities to be issued contained in the Board of Directors report. Due to the fact that the final terms and conditions of such issue have not been set, we express no opinion thereon and, therefore, on the proposal that you cancel pre-emptive subscription rights. In accordance with article R of the French Commercial Code, we will prepare an additional report in the event your Board of Directors uses this delegation of authority to issue shares and transferable securities that are equity securities conferring the right to other equity securities or to issue transferable securities conferring the right to equity securities to be issued. MAZARS Manuela Baudoin-Revert Paris-La Défense, 24 April 2017 The Statutory auditors ERNST & YOUNG et Autres Sophie Duval 37 Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN

40 Proposed resolutions The notice of meeting including the text of the proposed resolutions submitted to the 2017 Meeting was published in Bulletin des annonces légales obligatoires No. 51 of 28 April It is also available on the Korian group website ( RESOLUTIONS WITHIN THE POWERS OF THE ORDINARY GENERAL MEETING First resolution Approval of the annual financial statements for the year ended 31 December 2016 The shareholders convened for the General Meeting, voting in accordance with the quorum and majority requirements for ordinary general meetings, and having reviewed the Board of Directors report on the proposed resolutions, the Board of Directors management report and the Statutory auditors report, approve the annual financial statements for the year ended 31 December 2016, comprising the balance sheet, the income statement and the notes to the financial statements, as presented to them, as well as the transactions reflected in the financial statements or summarised in those reports, which show a profit of 21,871, Pursuant to article 223 quater of the French General Tax Code, the shareholders convened for the General Meeting approve the expenses and charges that are not tax deductible, which totalled 178,320 for the year ended 31 December 2016, as well as the estimated tax liability thereon of 61,396. Second resolution Approval of the consolidated financial statements for the year ended 31 December 2016 The shareholders convened for the General Meeting, voting in accordance with the quorum and majority requirements for ordinary general meetings, and having reviewed the Board of Directors report on the proposed resolutions, the Board of Directors management report and the Statutory auditors report, approves the consolidated financial statements for the year ended 31 December 2016, comprising the balance sheet, the income statement and the notes to the financial statements, as presented to them, as well as the transactions reflected in those financial statements or summarised in those reports. The shareholders convened for the General Meeting approve the consolidated net profit Group share at 31 December 2016, which totals million. Third resolution Appropriation of the profit Setting the dividend The shareholders convened for the General Meeting, voting in accordance with the quorum and majority requirements for ordinary general meetings, and having reviewed the Board of Directors report on the proposed resolutions, the Board of Directors management report and the Statutory auditors report, resolves to appropriate as follows the profit for the year ended 31 December 2016, which totals 21,871,487.06: Profit for the year 21,871, Allocation to the statutory reserve 1,093, Balance 20,777, Previous retained earnings 39,401, Distributable profit for the year 60,179, Dividends 48,122, Retained earnings 12,056, The total amount of the dividend of 48,122, was calculated on the basis of the number of shares comprising the share capital at 31 March 2017, i.e. 80,204,403 shares. A dividend of 0.60 per share will be distributed to each share in the Company entitled to dividends. The ex-dividend date on Euronext Paris will be 28 June 2017 and the dividend will be paid on 21 July In accordance with article L of the French Commercial Code, the amount of the dividend corresponding to the treasury shares held on the ex-dividend date, as well as any amount that may be waived by the shareholders, will be allocated to retained earnings. If the dividend is paid to shareholders who are individuals and tax residents in France, it is eligible for the 40% tax credit provided in article 158 paragraph 3.2 of the French General Tax Code. Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN 38

41 Proposed resolutions In accordance with the law, the shareholders convened for the General Meeting acknowledge that the dividends and revenue distributed for the last three financial years, and eligible for the 40% tax credit provided in article 158-(2) and (3) of the French General Tax Code, are as shown below: Revenue distributed per share Financial year Number of shares comprising share capital Number of dividend-bearing shares Dividend paid per share Eligible for the 40% tax credit of article 158 par. 3.2 of the French General Tax Code Not eligible for the 40% tax credit of article 158 par. 3.2 of the French General Tax Code ,468,673 79,433, (1) ,042,523 78,957, (2) ,390,873 78,360, (3) 0 (1) The Combined General Meeting of 23 June 2016 granted each shareholder of the Company the option of receiving payment of the dividend in cash or in shares. (2) The Combined General Meeting of 25 June 2015 granted each shareholder of the Company the option of receiving payment of the dividend in cash or in share. (3) The Combined General Meeting of 26 June 2014 granted each shareholder of the Company the option of receiving payment of the dividend in cash or in shares. Fourth resolution Option to receive payment of the dividend in newly issued shares The shareholders convened for the General Meeting, voting in accordance with the quorum and majority requirements for ordinary general meetings, having reviewed the Board of Directors report on the proposed resolutions, and acknowledging that the share capital is fully paid in: 1. resolves to offer each shareholder the option of receiving payment of their dividends in cash or in newly issued shares in the Company, in accordance with article L et seq. of the French Commercial Code and article 18 of the Company's articles of association; 2. resolves that the option will be available to all shareholders and cover their entire dividend entitlement; 3. resolves that the issue price of the new shares delivered to pay the dividend, which shall not be lower than their nominal value, shall be 95% of the average closing price of the 20 trading days prior to the date of this General Meeting, less the net amount of the total dividend payment and rounded up to the next whole euro cent. The shares issued to pay the dividend will carry dividend rights from 1 January 2017 and will have identical rights as the other ordinary shares of the Company; 4. resolves that if the amount of dividends for which the option is exercised does not correspond to a whole number of shares, the shareholder may receive the next lowest whole number of shares and the balance in cash; 5. resolves that shareholders must exercise this option from 28 June 2017 to 13 July 2017 inclusive, by submitting a request to their financial intermediaries authorised to pay this dividend or, for shareholders who hold registered shares, by submitting a request to the Company s representative. After this date, shareholders who do not opt for a payment in shares will receive payment of their dividend entirely in cash from 21 July 2017; 6. confers all powers on the Board of Directors, with the right to sub-delegate this authority in accordance with the requirements prescribed by the statutes and regulations, to make the dividend payment in newly issued shares, and specifically to approve the issue price of the shares issued in accordance with the provisions of this resolution, to certify the number of newly issued shares and to amend the articles of association as necessary to reflect the new share capital and the number of shares comprising the share capital and, in general, to take all appropriate or necessary action. Fifth resolution Approval of the principles and criteria applied to determine, allocate and award the components of the compensation of Sophie Boissard, in her capacity as the Company s Chief Executive Officer for financial year 2017 The shareholders convened for the General Meeting, voting in accordance with the quorum and majority requirements for ordinary general meetings, having reviewed the Board of Directors report prepared in accordance with article L of the French Commercial Code, approve all principles and criteria applied to determine, allocate and award the components of the compensation of Sophie Boissard for her position as the Company s Chief Executive Officer, for financial year 2017, as presented in section of the Company s 2016 registration document and in the notice of meeting brochure. Sixth resolution Approval of the principles and criteria applied to determine, allocate and award the components of the compensation of Christian Chautard, in his capacity as Chairman of the Company s Board of Directors for financial year 2017 The shareholders convened for the General Meeting, voting in accordance with the quorum and majority requirements for ordinary general meetings, having reviewed the Board of Directors report prepared in accordance with article L of the French Commercial Code, approve all principles and criteria applied to determine, allocate and award the components of the compensation of Christian Chautard for his position as the Chairman of Company s Board of Directors, for financial year 2017, as presented in section of the Company s 2016 registration document and in the notice of meeting brochure. Seventh resolution Advisory vote on the components of compensation owed or awarded for the year ended 31 December 2016 to Sophie Boissard, in her capacity as the Company s Chief Executive Officer from 26 January to 31 December 2016 The shareholders convened for the General Meeting, who were consulted pursuant to the recommendation of section 26 of the AFEP-MEDEF Corporate Governance 39 Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN

42 Proposed resolutions Code (revised version of 24 November 2016), which is the Company s reference code in compliance with article L of the French Commercial Code, voting in accordance with the quorum and majority requirements for ordinary general meetings, give a favourable opinion on the components of compensation owed or awarded for the year ended 31 December 2016 to Sophie Boissard, in her capacity as the Company s Chief Executive Officer from 26 January to 31 December 2016, as presented in the summary table in section of the Company s 2016 registration document. Eighth resolution Advisory vote on the components of compensation owed or awarded for the year ended 31 December 2016 to Christian Chautard, in his capacity as the Company s Chairman and Chief Executive Officer from 1 to 26 January 2016 and as Chairman of the Board of Directors from 26 January to 31 December 2016 The shareholders convened for the General Meeting, who were consulted pursuant to the recommendation of section 26 of the AFEP-MEDEF Corporate Governance Code (revised version of 24 November 2016), which is the Company s reference code in compliance with article L of the French Commercial Code, voting in accordance with the quorum and majority requirements for ordinary general meetings, give a favourable opinion on the components of compensation owed or awarded for the year ended 31 December 2016 to Christian Chautard, in his capacity as the Company s Chairman and Chief Executive Officer from 1 to 26 January 2016 and as Chairman of the Board of Directors from 26 January to 31 December 2016, as presented in the summary table in section of the Company s 2016 registration document. Ninth resolution Approval of the agreements and commitments described in the Statutory auditors special report pursuant to article L of the French Commercial Code The shareholders convened for the General Meeting, voting in accordance with the quorum and majority requirements for ordinary general meetings, having reviewed the Statutory auditors special report on the agreements and commitments subject to article L et seq. of the French Commercial Code, approve all provisions of that report, which does not describe any new agreement or commitment approved by the Board of Directors in financial year 2016, and acknowledge the information on the agreements and commitments made in prior years and whose effects continued in financial year Tenth resolution Renewal of the term of office as director of Christian Chautard The shareholders convened for the General Meeting, voting in accordance with the quorum and majority requirements for ordinary general meetings, having reviewed the Board of Directors report on the proposed resolutions, and acknowledging that Christian Chautard s term of office will expire at the conclusion of this meeting, resolve to renew it for a period of three years, i.e. until the conclusion of the General Meeting that will be convened to vote on the financial statements for the year ending 31 December Eleventh resolution Renewal of the term of office as director of Jérôme Grivet The shareholders convened for the General Meeting, voting in accordance with the quorum and majority requirements for ordinary general meetings, having reviewed the Board of Directors report on the proposed resolutions, and acknowledging that Jérôme Grivet s term of office will expire at the conclusion of this meeting, resolve to renew it for a period of three years, i.e. until the conclusion of the General Meeting that will be convened to vote on the financial statements for the year ending 31 December Twelfth resolution Renewal of the term of office as director of the Office d Investissement des Régimes de Pensions du Secteur Public, represented by Jérôme Bichut The shareholders convened for the General Meeting, voting in accordance with the quorum and majority requirements for ordinary general meetings, having reviewed the Board of Directors report on the proposed resolutions, and acknowledging that the term of office of the Office d Investissement des Régimes de Pensions du Secteur Public, represented by Jérôme Bichut, will expire at the conclusion of this meeting, resolve to renew it for a period of three years, i.e. until the conclusion of the General Meeting that will be convened to vote on the financial statements for the year ending 31 December Thirteenth resolution Appointment of Markus Müschenich as director The shareholders convened for the General Meeting, voting in accordance with the quorum and majority requirements for ordinary general meetings, and having reviewed the Board of Directors report on the proposed resolutions, resolve to appoint Markus Müschenich as director for a period of three years, i.e. until the conclusion of the General Meeting that will be convened to vote on the financial statements for the year ending 31 December Fourteenth resolution Ratification of the cooptation of Elisabeth T. Stheeman as director The shareholders convened for the General Meeting, voting in accordance with the quorum and majority requirements for ordinary general meetings, and having reviewed the Board of Directors report on the proposed resolutions, resolve to ratify the co-optation of Elisabeth T. Stheeman as director, to replace Guy de Panafieu for the remaining duration of his term of office, i.e. until the conclusion of the General Meeting that will be convened to vote on the financial statements for the financial year ending 31 December Fifteenth resolution Appointment of Guy de Panafieu as Board Observer The shareholders convened for the General Meeting, voting in accordance with the quorum and majority requirements for ordinary general meetings, and having reviewed the Board of Directors report on the proposed resolutions, resolve to appoint Guy de Panafieu as the Company s Board Observer for a period of two years, i.e. until the conclusion of the General Meeting that will vote on the financial statements for the financial year ending 31 December 2018, provided the twenty-fifth resolution is adopted by this General Meeting and, failing that, for a period of three years, i.e. until the conclusion of the General Meeting that will be convened to Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN 40

43 Proposed resolutions vote on the financial statements for the financial year ending 31 December Sixteenth resolution Renewal of the term of office of Ernst & Young et Autres as principal Statutory auditor The shareholders convened for the General Meeting, voting in accordance with the quorum and majority requirements for ordinary general meetings, and having reviewed the Board of Directors report on the proposed resolutions, resolve to appoint Ernst & Young et Autres as principal Statutory auditor for a period of six financial years, i.e. until the conclusion of the General Meeting that will be convened to vote on the financial statements for the year ending 31 December Seventeenth resolution Authorisation to the Board of Directors to trade in the Company s shares The shareholders convened for the General Meeting, voting in accordance with the quorum and majority requirements for ordinary general meetings, and having reviewed the Board of Directors report on the proposed resolutions: 1. authorise the Board of Directors, with the right to sub-delegate this authority in compliance with the requirements prescribed by law, acting in accordance with the statutes in force, in particular article L et seq. of the French Commercial Code, the directly applicable provisions of Regulation No. 596/2014 of the European Commission of 16 April 2014, which was published on 12 June 2014, and market practices accepted by the AMF, to purchase, or cause to have purchased, shares in the Company, in particular for the purpose of: a) awarding or selling shares to employees under the Company s profit-sharing scheme or any employee savings plan as provided for by law, in particular article L et seq. of the French Labour Code; and/or b) awarding free shares pursuant to article L et seq. of the French Commercial Code; and/or c) delivering shares to cover commitments under stock option plans and/or awards of free shares (or similar plans) to employees and/or corporate officers of the Group and/or any other forms of awards of shares to employees and/or corporate officers of the Group; and/or d) delivering shares upon the exercise of rights attached to transferable securities conferring equity rights in the Company by redemption, conversion, exchange, presentation of a warrant or in any other manner; and/or e) cancelling all or some of the securities thus redeemed, provided the eighteenth resolution below is adopted; and/or f) purchasing shares following a reverse stock split of the Company s shares, to facilitate reverse stock split transactions and the management of fractional shares; and/or g) stimulating the secondary market or promoting the liquidity of the Company s shares by an investment services provider acting under the terms of a liquidity agreement that complies with the code of professional conduct recognised by the AMF; and/or h) enabling the Company to trade in its own shares for any other purpose authorised now or in the future by the statutes and regulations in force. In such case, the Company shall inform its shareholders by issuing a press release. The number of shares in the Company that may be purchased is limited as follows: a) the number of shares that the Company may purchase during the entire duration of the share buyback programme shall not exceed 10% of the shares comprising the Company s share capital at any time, which percentage shall be applied to the amount of the share capital adjusted to take into account any capital transactions carried out after this General Meeting, i.e. for information purposes, 8,020,440 shares at 31 March Moreover, (i) if the shares in the Company are purchased to promote liquidity in accordance with the conditions defined by the AMF s General Regulation, the number of shares taken into account to calculate the above 10% limit shall be equal to the number of shares purchased, less the number of sales resold during the relevant period and (ii) the number of shares purchased to be retained for subsequent delivery in connection with a merger, demerger or contribution of assets shall not exceed 5% of the share capital; and b) the number of shares that the Company holds at any given time shall not exceed 10% of the shares comprising the Company's share capital at the relevant date. Shares may be acquired, sold or transferred at any time except during a takeover bid, within the limits set by law and the regulations in force, on one or more occasions, by any means and on any market, including trading on regulated markets, a multilateral trading system or OTC markets, including block purchases or sales (with no limit on how much of the buyback programme can be carried out in this manner), by public offerings to buy, sell or exchange shares, or through the use of options, derivatives or other future financial instruments traded on a regulated market, a multilateral trading system or OTC markets, or by delivering shares in connection with an issue of securities that confer equity rights in the Company by converting, exchanging, redeeming or exercising a warrant or by any other means, either directly or indirectly through an investment services provider. The maximum purchase prices for the shares in connection with this authorisation shall be 50 per share (or the equivalent amount on the same date in any other currency or monetary unit established by reference to several currencies). The shareholders convened for the General Meeting delegate to the Board of Directors the power to adjust the above maximum purchase price in the event of a change in the nominal value of the share, a capital increase by capitalising reserves, an award of free shares, a stock split or reverse stock split, a distribution of reserves or other assets, a redemption of capital or any other transaction impacting shareholders equity. The total amount of the above share buyback programme shall not exceed 401,022,000 (or the equivalent amount on the same date in any other currency or monetary unit established by reference to several currencies); 2. confers all powers on the Board of Directors, with the right to sub-delegate them in accordance with statutory and regulatory requirements, to decide and implement 41 Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN

44 Proposed resolutions this authorisation, to specify, if necessary, the terms and conditions thereof and to carry out the share buyback programme and, in particular, to submit trading orders, to enter into any agreement, to allocate or reallocate the shares purchased consistently with the objectives pursued in accordance with the applicable statutes and regulations, to determine, if necessary, the conditions and manner for safeguarding the rights of the holders of transferable securities or options, in accordance with applicable statutory, regulatory or contractual provisions, to make any declarations to the AMF and any other competent authority, to carry out any other formalities and, in general, to take any necessary action; 3. resolve that this authorisation is granted for a period of 18 months as from this date; and 4. acknowledge that, as of this date, this authorisation revokes the unused portion, if any, of the authorisation granted by the fifteenth resolution adopted by the Combined General Meeting of 23 June RESOLUTIONS WITHIN THE POWERS OF THE EXTRAORDINARY GENERAL MEETING Eighteenth resolution Authorisation to the Board of Directors to reduce the Company s share capital by cancelling treasury shares The shareholders convened for the General Meeting, voting in accordance with the quorum and majority requirements for extraordinary general meetings, and having reviewed the Board of Directors report on the proposed resolutions and the Statutory auditors special report, in accordance with article L et seq. of the French Commercial Code: 1. authorise the Board of Directors to reduce the share capital, on one or more occasions, in the amounts and at the times it decides, by cancelling all or some of the Company shares it holds pursuant to the implementation of the share buyback programmes authorised by the General Meeting of shareholders, up to the limit of 10% of the Company s share capital per 24-month period, and to reduced the share capital accordingly. This 10% limit shall apply to the amount of the Company s share capital adjusted, if necessary, to take into account any transactions impacting the share capital that may be carried out after this Meeting; 2. resolve that the Board of Directors shall have all powers, with the right to sub-delegate them in accordance with statutory and regulatory requirements, to implement this resolution and, in particular: a) to determine the final amount of the capital decrease; b) to establish the terms and conditions for the capital decrease and to carry it out; c) to set off the difference between the carrying amount of the cancelled shares and their nominal amount against all available reserves and share premium accounts; d) to certify completion of the capital decrease and amend the articles of association accordingly; and e) to carry out all formalities, take all measures and, in general, to take all actions necessary to make the capital decrease effective; 3. resolve that this authorisation is granted for a period of 18 months as from the date of this Meeting; and 4. acknowledge that, as of this date, this authorisation revokes the unused portion, if any, of the authorisation granted by the sixteenth resolution adopted by the Combined General Meeting of 23 June Nineteenth resolution Authorisation to the Board of Directors to issue ordinary shares and/or any transferable securities conferring equity rights in the Company and/ or conferring the right to debt securities, by making a public offering, cancelling shareholders pre-emptive subscription rights The shareholders convened for the General Meeting, voting in accordance with the quorum and majority requirements for extraordinary general meetings, and having reviewed the Board of Directors report on the proposed resolutions and the Statutory auditors special report: 1. delegate their authority to the Board of Directors, with the right to sub-delegate this authority in accordance with the statutes and regulations, pursuant to articles L to L , L , L , L and L of the French Commercial Code, to increase the Company s share capital, on one or more occasions, in the amounts and at the times it decides subject to paragraph 8 of this resolution, both in France and abroad, in euros, in foreign currency or in any other monetary unit established by reference to several currencies, by issuing, through a public offering, as defined by article L of the French Monetary and Financial Code, ordinary shares of the Company or any other transferable securities conferring, by any means, immediately or in the future, equity rights in the Company (other than transferable securities conferring the right to preference shares) or conferring the right to debt securities of any type, issued free of charge or for consideration, governed by article L et seq. of the French Commercial Code. Public offerings decided pursuant to this resolution may be combined, in one issue or multiple issues carried out simultaneously, with the offerings referred to in article L II. of the French Monetary and Financial Code and decided pursuant to the twentieth resolution submitted to this General Meeting; 2. resolve that the maximum nominal amount of capital increases that may be carried out, immediately and/or in the future, pursuant to this delegation of authority may not exceed a total of 40,102,200, plus, if applicable, the nominal amount of additional shares to be issued to preserve the rights of the holders of transferable securities conferring equity rights in the Company, in accordance with the statutes and regulations and contractual terms and conditions. The maximum nominal amount of capital increases that may be carried out pursuant to this delegation of authority shall be applied against the overall maximum limit for capital increases of 150,000,000 set by the seventeenth resolution adopted by the Combined General Meeting of 23 June 2016; Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN 42

45 Proposed resolutions 3. resolves, furthermore, that the nominal amount of transferable securities representing debt securities conferring equity rights in the Company that may be issued pursuant to this delegation of authority may not exceed 240,613,200, or the equivalent value of this amount in the event of an issue in a foreign currency or a unit of account set on the basis of multiple currencies. The nominal amount of the transferable securities representing debt securities conferring equity rights in the Company that may be issued pursuant to this delegation of authority shall be applied against the overall maximum limit for transferable securities representing debt securities of 1,000,000,000 set by the seventeenth resolution adopted by the Combined General Meeting of 23 June 2016; 4. resolve that the maximum nominal amount of the capital increases that may be carried out, immediately and/or in the future, pursuant to this delegation of authority and those granted pursuant to the twentieth and twentyfirst resolutions shall not exceed the amount specified in paragraph 2 of this resolution; 5. resolve that the nominal amount of the transferable securities representing debt securities conferring equity rights in the Company that may be issued pursuant to this delegation of authority and those granted pursuant to the twentieth and twenty-first resolutions shall not exceed the amount specified in paragraph 3 of this resolution; 6. resolve to cancel the pre-emptive right of the shareholders to subscribe for the transferable securities to be issued, it being agreed that the Board of Directors may grant shareholders a priority right to subscribe for all or some of the issue, during the time and in accordance with the terms and conditions it determines in accordance with the provisions of article L of the French Commercial Code; 7. resolve that this delegation of authority shall be valid for a period of 14 months from the date of this Meeting; 8. resolve that without the prior authorisation of a General Meeting the Board of Directors shall not use this delegation of authority as from the time a third party makes a tender offer for the Company s shares and until the end of the offer period; 9. resolve that the shares or transferable securities conferring equity rights in the Company may be subscribed in cash or by a setoff against credit claims held against the Company; 10. acknowledge that, if used, this delegation of authority automatically constitutes a waiver by the shareholders, in favour of the holders of the transferable securities conferring equity rights in the Company, of their preemptive right to subscribe for the shares to which such transferable securities confer rights; 11. resolve, in accordance with article L of the French Commercial Code, that: a) the issue price of shares shall be at least equal to the minimum price required by the statutes and regulations in force at the time of the issue, which currently is the weighted average price of the Korian share on the Euronext Paris regulated market during the three trading days before the price is set, less a maximum discount of 5% if applicable; and b) the issue price of transferable securities conferring equity rights in the Company by any means, immediately or in the future, shall be such that the sum that the Company receives immediately, plus, if applicable, any sum it may receive subsequently is, for each share or other equity security in the Company issued in consequence of the issue of these transferable securities at least equal to the price it would receive by applying the minimum subscription price defined in the previous paragraph, after adjustment, if applicable, to take into account the different dates on which they acquire dividend rights; 12. resolves that the Board of Directors shall have all powers, with the right to sub-delegate them in accordance with statutory and regulatory requirements, to implement this delegation of authority and, in particular: a) to determine, within the limits set by the law, the dates, prices and other terms and conditions of the issues, as well as the form and features, of the transferable securities to be created; b) to set the amounts to be issued and the ex-dividend date, whether or not effective retroactively, of the securities to be issued; c) to determine the payment method for the shares or other transferable securities issued and, if applicable, the conditions for the redemption or exchange thereof; d) to suspend, if necessary the exercise of the share award rights attached to the transferable securities to be issued; for a period not to exceed three months, e) to make all necessary adjustments, in accordance with the statutes and regulations and, if applicable, contractual terms and conditions, to take into account the effect of transactions on the Company s share capital, in particular in the event of a change in the nominal value of the share, a capital increase by capitalising reserves, an award of free shares, a stock split or reverse stock split, a distribution of reserves or other assets, a redemption of capital or any other transaction impacting shareholders equity; f) to determine the procedures for safeguarding, if necessary, the rights of holders of transferable securities conferring equity rights in the Company, in accordance with the statutes and regulations and contractual terms and conditions; g) if necessary, to make any deduction from the issue premium(s), in particular for issue costs incurred and, in general, to take all measures necessary and enter into all agreements to successfully carry out the issues envisaged, to have all formalities performed that are required to have the rights, shares or transferable securities issued admitted to trade on a regulated market, and to certify the capital increases(s) resulting from any issue carried out pursuant to this delegation of authority and amend the articles of association accordingly; h) in the event of an issue of transferable securities representing debt securities that confer equity rights in the Company, and in accordance with the requirements prescribed by law, to decide whether or not they are subordinated, and to set their interest rate and currency, duration (which may be indefinite), the fixed or variable repayment price with or without a premium, the redemption terms based on market conditions and the conditions under which these transferable securities will confer the right to shares in the Company, as well as the other issue terms and conditions (including conferring guarantees or security interests thereto) and the redemption terms and conditions thereof; i) to perform, either directly or through a representative, all acts and formalities necessary to finalise the capital increases that may be carried out pursuant to the authorisation granted by this resolution; j) to amend the articles of association accordingly and, in general, to take all necessary actions; and 43 Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN

46 Proposed resolutions 13. acknowledge that the Board of Directors is required to report each year to the General Meeting, in accordance with the statutes and regulations, on its use of the delegation of authority granted by this resolution. Twentieth resolution Authorisation to the Board of Directors to issue ordinary shares and/or transferable securities conferring equity rights in the Company and/or conferring the right to debt securities, by a private placement as provided in article L II. of the French Monetary and Financial Code, cancelling shareholders pre-emptive subscription rights The shareholders convened for the General Meeting, voting in accordance with the quorum and majority requirements for extraordinary general meetings, and having reviewed the Board of Directors report on the proposed resolutions and the Statutory auditors special report: 1. delegate their authority to the Board of Directors, with the right to sub-delegate this authority in accordance with the statutes and regulations, pursuant to articles L to L , L , L , L and L et seq. of the French Commercial Code, to increase the Company s share capital, on one or more occasions, in the amounts and at the times it decides subject to paragraph 6 of this resolution, both in France and abroad, in euros, in foreign currency or in any other monetary unit established by reference to several currencies, by issuing, through a public offering, as defined by article L II. of the French Monetary and Financial Code, ordinary shares of the Company or any other transferable securities conferring, by any means, immediately or in the future, equity rights in the Company (other than transferable securities conferring the right to preference shares) or conferring the right to debt securities of any type, issued free of charge or for consideration, governed by article L et seq. of the French Commercial Code. Public offerings decided pursuant to this resolution may be combined, in one issue or multiple issues carried out simultaneously, with the offerings referred to in article L II. of the French Monetary and Financial Code and decided pursuant to the nineteenth resolution submitted to this General Meeting; 2. resolve that the nominal amount of the increases in the Company s share capital that may be carried out, immediately or in the future, pursuant to this delegation of authority may not exceed 10% of the share capital during the same one-year period, nor exceed the maximum amounts set by the seventeenth resolution adopted by the Combined General Meeting of 23 June 2016, plus, if applicable, the nominal amount of additional shares to be issued to preserve the rights of the holders of transferable securities conferring equity rights in the Company, in accordance with the statutes and regulations and contractual terms and conditions, which shall apply against the overall maximum limits set by the seventeenth resolution adopted by the Combined General Meeting of 23 June 2016 and the nineteenth resolution submitted to this General Meeting; 3. resolves, furthermore, that the nominal amount of transferable securities representing debt securities conferring equity rights in the Company that may be issued pursuant to this delegation of authority may not exceed 240,613,200 or the equivalent value of this amount in the event of an issue in a foreign currency or a unit of account set on the basis of multiple currencies. The nominal amount of the transferable securities representing debt securities conferring equity rights in the Company that may be issued pursuant to this delegation of authority shall be applied against the overall maximum limit for transferable securities representing debt securities set by the seventeenth resolution adopted by the Combined General Meeting of 23 June 2016 and the nineteenth resolution submitted to this General Meeting; 4. resolve to cancel the pre-emptive right of the shareholders to subscribe for the ordinary shares and transferable securities conferring equity rights in the Company that may be issued pursuant to this delegation of authority; 5. resolve that this delegation of authority shall be valid for a period of 14 months from the date of this Meeting; 6. resolve that without the prior authorisation of a General Meeting the Board of Directors shall not use this delegation of authority as from the time a third party makes a tender offer for the Company s shares and until the end of the offer period; 7. resolve that the shares or transferable securities conferring equity rights in the Company may be subscribed in cash or by a setoff against credit claims held against the Company; 8. acknowledge that, if used, this delegation of authority automatically constitutes a waiver by the shareholders of their pre-emptive right to subscribe for the shares to which the transferable securities that may be issued pursuant to this delegation of authority confer rights; 9. resolve, in accordance with article L of the French Commercial Code, and subject to the twentieth resolution, that: a) the issue price of shares shall be at least equal to the minimum price required by the statutes and regulations in force at the time of the issue, which currently is the weighted average price of the Korian share on the Euronext Paris regulated market during the three trading days before the price is set, less a maximum discount of 5% if applicable; b) the issue price of transferable securities conferring equity rights in the Company by any means, immediately or in the future, shall be such that the sum that the Company receives immediately, plus, if applicable, any sum it may receive subsequently is, for each share or other equity security in the Company issued in consequence of the issue of these transferable securities at least equal to the price it would receive by applying the minimum subscription price defined in the previous paragraph, after adjustment, if applicable, to take into account the different dates on which they acquire dividend rights; 10. resolve that the Board of Directors shall have all powers, with the right to sub-delegate them in accordance with statutory and regulatory requirements, to implement this delegation of authority and, in particular: a) to determine, within the limits set by the law, the dates, prices and other terms and conditions of the issues, as well as the form and features, of the transferable securities to be created; Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN 44

47 Proposed resolutions b) to set the amounts to be issued and the ex-dividend date, whether or not effective retroactively, of the securities to be issued; c) to determine the payment method for the shares or other transferable securities issued and, if applicable, the conditions for the redemption or exchange thereof; d) to suspend, if necessary the exercise of the share award rights attached to the transferable securities to be issued, for a period not to exceed three months; e) to make all necessary adjustments, in accordance with the statutes and regulations and, if applicable, contractual terms and conditions, to take into account the effect of transactions on the Company s share capital, in particular in the event of a change in the nominal value of the share, a capital increase by capitalising reserves, an award of free shares, a stock split or reverse stock split, a distribution of reserves or other assets, a redemption of capital or any other transaction impacting shareholders equity; f) to determine the procedures for safeguarding, if necessary, the rights of holders of transferable securities conferring equity rights in Company, in accordance with the statutes and regulations and contractual terms and conditions; g) if necessary, to make any deduction from the issue premium(s), in particular for issue costs incurred and, in general, to take all measures necessary and enter into all agreements to successfully carry out the issues envisaged, to have all formalities performed that are required to have the rights, shares or transferable securities issued admitted to trade on a regulated market, and to certify the capital increases(s) resulting from any issue carried out pursuant to this delegation of authority and amend the articles of association accordingly; h) in the event of an issue of transferable securities representing debt securities that confer equity rights in the Company and in accordance with the requirements prescribed by law, to decide whether or not they are subordinated, and to set their interest rate and currency, duration (which may be indefinite), the fixed or variable repayment price with or without a premium, the redemption terms based on market conditions and the conditions under which these transferable securities will confer the right to shares in the Company, as well as the other issue terms and conditions (including conferring guarantees or security interests thereto) and the redemption terms and conditions thereof; i) to perform, either directly or through a representative, all acts and formalities necessary to finalise the capital increases that may be carried out pursuant to the authorisation granted by this resolution; j) to amend the articles of association accordingly and, in general, to take all necessary actions; and 11. acknowledge that the Board of Directors is required to report each year to the General Meeting, in accordance with the statutes and regulations, on its use of the delegation of authority granted by this resolution. Twenty-first resolution Authorisation to the Board of Directors to increase the number of shares to be issued in the event of a capital increase, with or without shareholders preemptive subscription rights The shareholders convened for the General Meeting, voting in accordance with the quorum and majority requirements for extraordinary general meetings, and having reviewed the Board of Directors report on the proposed resolutions and the Statutory auditors special report: 1. delegate their authority to the Board of Directors, with the right to sub-delegate this authority in accordance with applicable statutes and regulations, and in accordance with article L of the French Commercial Code, to increase the number of securities to be issued in the event of an increase in the share capital of the Company, with or without pre-emptive subscription rights, decided pursuant to the seventeenth resolution adopted by the General Meeting of 23 June 2016 and the nineteenth and twentieth resolutions submitted to this Meeting, in accordance with the requirements and deadlines prescribed by the aforementioned article L , up to the limit of 15% of the original issue and at the same price as that set for the original issue pursuant to which the capital increase or, if applicable, the issue of transferable securities representing debt securities conferring equity rights in the Company, is decided; 2. resolve that the nominal amount of these capital increases and issues of transferable securities representing debt securities conferring equity rights to the Company carried out pursuant to this delegation of authority shall apply against the overall maximum limits on capital increases and issues of transferable securities representing debt securities conferring equity rights to the Company set by the seventeenth resolution adopted by the Combined General Meeting of 23 June 2016 and the nineteenth and twentieth resolutions submitted to this Meeting; 3. acknowledge that, if used, this delegation of authority automatically constitutes a waiver by the shareholders of their pre-emptive right to subscribe for the shares to which the transferable securities that may be issued pursuant to this delegation of authority confer rights; 4. resolve that this delegation of authority shall be valid for a period of 14 months from the date of this Meeting; and 5. resolve that without the prior authorisation of a General Meeting the Board of Directors shall not use this delegation of authority as from the time a third party makes a tender offer for the Company s shares and until the end of the offer period. 45 Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN

48 Proposed resolutions Twenty-second resolution If shares or transferable securities conferring equity rights in the Company are issued cancelling preemptive subscription rights, authorisation to the Board of Directors to set, up to a maximum of 10% of the Company s share capital, the issue price in accordance with the terms authorised by the General Meeting The shareholders convened for the General Meeting, voting in accordance with the quorum and majority requirements for extraordinary general meetings, and having reviewed the Board of Directors report on the proposed resolutions and the Statutory auditors special report: 1. authorise the Board of Directors, with the right to sub-delegate this authority in accordance with the requirements prescribed by the statutes and regulations, subject to (i) the adoption of the nineteenth and twentieth resolutions submitted to this Meeting and (ii) in compliance with the maximum amount(s) specified in the resolution pursuant to which the issue is decided, for each issue decided on the basis of the nineteenth and twentieth resolutions, and in derogation of the requirements for setting the issue price they specify, to set the issue price in accordance with the terms and conditions set out below, up to the limit of 10% of the Company s share capital per year (this 10% limit applies to share capital adjusted by the result of any capital transactions that may be carried out after this Meeting): a) the issue price of ordinary shares shall be at least equal to the weighted average price of the share on the Euronext Paris regulated market during the three trading days before the price is set, less a maximum discount of 5% if applicable; b) the issue price for transferable securities conferring equity rights to the Company other than ordinary shares shall be such that the sum the Company receives immediately, plus, if applicable, any sum it may receive subsequently is, for each ordinary share issued in consequence of the issue of these transferable securities at least equal to the amount stated in the paragraph above, after adjustment, if applicable, to take into account the different dates on which they acquire dividend rights; 2. resolve that this delegation of authority shall be valid for a period of 14 months from the date of this Meeting; and 3. resolve that without the prior authorisation of a General Meeting the Board of Directors shall not use this delegation of authority as from the time a third party makes a tender offer for the Company s shares and until the end of the offer period. Twenty-third resolution Authorisation to the Board of Directors to award free shares of the Company to the employees and/or corporate officers of the Company and its subsidiaries The shareholders convened for the General Meeting, voting in accordance with the quorum and majority requirements for extraordinary general meetings, having reviewed the Board of Directors report on the proposed resolutions and the Statutory auditors special report, and voting in accordance with article L et seq. of the French Commercial Code: 1. authorise the Board of Directors to award, on one or more occasions, free shares in the Company, whether in existence or to be issued; 2. resolve that the beneficiaries of these share awards may be, firstly, employees of the Company and/or of companies or groups directly or indirectly affiliated with it in accordance with the provisions of article L of the French Commercial Code and, secondly, all or some of the corporate officers of the Company and/or of companies or groups directly or indirectly affiliated with it, in accordance with the provisions of article L II. of the French Commercial Code; 3. resolve that the Board of Directors shall determine the beneficiaries of the share awards, as well as the conditions and, if applicable, the criteria for awarding the shares, in particular performance conditions. The vesting of the shares shall be contingent on continued employment with the Group for all beneficiaries, and shall be subject to quantifiable performance conditions assessed over a three-year vesting period for executive corporate officers; 4. acknowledge that share awards made to the corporate officers referred to in article L II., paragraphs 1 and 2, of the French Commercial Code may be made only in accordance with the requirements of article L of the same Code; 5. resolve that the total number of free shares awarded pursuant to this authorisation may not represent more than 1% of the share capital on the date of the Board of Directors decision, and the nominal amount of the capital increases resulting from the share awards made pursuant to this authorisation shall apply against the overall maximum set by the seventeenth resolution adopted by the Combined General Meeting of 23 June 2016; 6. resolve that the total number of free shares that may be awarded to the Company s corporate officers pursuant to this authorisation may not represent more than 0.1% of the share capital on the date of the Board of Directors decision; 7. resolve that the share awards to the beneficiaries thereof shall vest, in whole or in part, after a vesting period set by the Board of Directors, which shall not be less than three years; Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN 46

49 Proposed resolutions 8. resolves that the lock-in period during which the beneficiaries must retain their shares, if any, shall be set by the Board of Directors; 9. resolve that in the event a beneficiary is recognised as having a disability within the second or third category provided in article L of the French Social Security Code, the shares awarded to him/her shall vest before the end of the remaining vesting period and shall be transferable immediately; 10. acknowledge that no shares may be awarded to employees or corporate officers who hold more than 10% of the share capital, and the award of free shares may not result in any employee or corporate officer holding more than 10% of the share capital; 11. acknowledge that, in the case of corporate officers, the Board of Directors shall establish the number of shares that they must hold as registered shares until they leave office; 12. acknowledge that this decision is an automatic waiver, in favour of the beneficiaries of the shares awarded, by the shareholders, firstly, of their pre-emptive subscription rights and, secondly, of their share of the reserves, profits or issue premiums that may be capitalised in the event new shares are issued; 13. resolve that the Board of Directors may provide that the shares awarded will vest before the end of the vesting period in the event the beneficiary is recognised as having a disability within the second or third categories specified in article L of the French Social Security Code; 14. delegate all powers to the Board of Directors, with the right to sub-delegate them in accordance with statutory and regulatory requirements, to implement this delegation of authority and, in particular: a) to determine the dates and conditions of the share awards; b) to determine the beneficiaries, or class(es) of beneficiaries, of the share awards from among the employees and executive corporate officers of the Company or of the aforementioned companies or groups, and the number of shares awarded to each one; c) to set the terms and conditions and, if applicable, the criteria for the share awards, in particular, the vesting period and, if applicable, the duration of the lock-in period for each beneficiary, in accordance with the provisions above; d) to set the performance criteria which condition the vesting of the share awards made to executive corporate officers; e) if necessary, to adjust the number of shares awarded in the event of capital transactions; f) to provide that the rights to the awards may be temporarily suspended; g) at its sole discretion, if it deems it appropriate, to deduct the costs, taxes and fees incurred in connection with the share issues from the amount of issue premiums, and to deduct from such amount the sums necessary to increase the statutory reserve to an amount equal to one-tenth of the share capital after each share issue; h) more generally, to enter into all agreements, prepare all documents, certify the resulting capital increases when the share awards vest, make the corresponding amendments to the articles of association, perform all formalities and submit all declarations to all organisations; 15. resolve that this authorisation shall be granted for a period of 38 months from the date of this Meeting; and 16. acknowledge that the Board of Directors is required to report each year to the General Meeting, in accordance with the statutes and regulations, on its use of the delegation of authority granted by this resolution. Twenty-fourth resolution Authorisation to the Board of Directors to increase the share capital for the benefit of members of a Company savings plan, cancelling shareholders pre-emptive subscription rights The shareholders convened for the General Meeting, voting in accordance with the quorum and majority requirements for extraordinary general meetings, having reviewed the Board of Directors report on the proposed resolutions and the Statutory auditors special report, and voting in accordance with article L et seq. and article L et seq. of the French Commercial Code and article L et seq. of the French Labour Code: 1. delegate their authority to the Board of Directors, with the right to sub-delegate this authority in accordance with the statutes and regulations, to increase the Company s share capital, on one or more occasions, in the amounts and at the times it decides, by a maximum nominal amount of 2,000,000 per issue of shares or transferable securities conferring equity rights in the Company, restricted to members of a Company savings plan (or other savings plan restricted to members to which article L of the French Labour Code permits restricting a capital increase under equivalent conditions) that may be set up for a group consisting of the Company and the French or foreign companies within its consolidated scope in accordance with article L of the French Labour Code, and which also fulfils any conditions that may be set by the Board of Directors. The maximum nominal amount of capital increases that may be carried out pursuant to this authorisation shall be independent of any other delegation of authority granted by this Meeting and shall not be applied against any other overall maximum limit on capital increases; 2. resolve to cancel, in favour of the above beneficiaries, the pre-emptive right of the shareholders to subscribe for the shares or transferable securities conferring equity rights in the Company that are issued pursuant to this delegation of authority; 3. acknowledge, for all necessary purposes, that this delegation of authority constitutes a waiver by the shareholders of their pre-emptive right to subscribe for the shares and other equity securities of the Company to which the transferable securities issued pursuant to this resolution may confer rights; 4. reiterate that the subscription price for new shares at the time of each issue shall be set in accordance with article L of the French Labour Code; 5. resolve that subject to the limits imposed by article L of the French Labour Code, the Board of Directors may award free shares or transferable securities conferring equity rights in the Company as the employer matching contribution and/or in lieu of the discount; 47 Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN

50 Proposed resolutions 6. resolve that, within the limits set above, the Board of Directors shall have all powers, with the right to sub-delegate them in accordance with statutory and regulatory requirements, to implement this delegation of authority and, in particular: a) to decide, within the limits set above, the characteristics, amounts and terms of any issue or award of free shares and other equity securities and transferable securities thus issued; b) to determine that the issues or awards may be made directly to the beneficiaries or through collective organisations; c) to carry out the capital increases resulting from this delegation of authority, within the maximum amount established above; d) to set the subscription price of shares issued for cash in accordance with the statutes; e) if necessary, to set up a Company savings plan or amend existing plans; f) to establish the list of companies whose employees will be the beneficiaries of the issues or awards of free shares made pursuant to this delegation of authority, to set the deadline for making payment on the shares, as well as, if applicable, the length of service required of employees to be eligible for the transactions, all in accordance with legal requirements; g) to make all necessary adjustments to take into account the effect of transactions involving the Company s share capital, in particular in the event of a change in the nominal value of the share, a capital increase by capitalising reserves, an award of free shares, a stock split or reverse stock split, a distribution of reserves or other assets, a redemption of capital or any other transaction impacting shareholders equity; h) at its sole discretion, if it deems it appropriate, to deduct the costs, taxes and fees incurred in connection with the share issues from the amount of issue premiums, and to deduct from such amount the sums necessary to increase the statutory reserve to an amount equal to one-tenth of the share capital after each share issue; i) to perform, either directly or through a representative, all acts and formalities necessary to finalise the capital increases that may be carried out pursuant to the delegation of authority granted by this resolution; j) to amend the articles of association accordingly and, in general, to take all necessary actions; 7. resolve that this delegation of authority shall be valid for a period of 26 months from the date of this Meeting; 8. acknowledge that the Board of Directors is required to report each year to the General Meeting, in accordance with the statutes and regulations, on its use of the delegation of authority granted by this resolution; and 9. acknowledge that, as of this date, this authorisation revokes the unused portion, if any, of the authorisation granted by the twenty-fifth resolution adopted by the Combined General Meeting of 23 June Twenty-fifth resolution Duration of the term of office of the Board Observer(s) and corresponding amendment of article of the Company s articles of association The shareholders convened for the General Meeting, voting in accordance with the quorum and majority requirements for extraordinary general meetings, and having reviewed the Board of Directors report on the proposed resolutions, resolve to amend as follows the first paragraph of article of the Company s articles of association in order to reduce from three (3) years to two (2) years the duration of the term of office of the Board Observer(s). (current wording) The Board of Directors may be assisted in its work by up to three (3) observers appointed by the Ordinary General Meeting for a period of three (3) years. (new wording) The Board of Directors may be assisted in its work by between one (1) and three (3) observers appointed by the Ordinary General Meeting for a period of two (2) years. The remainder of the article remains unchanged. Twenty-sixth resolution Duration of the term of office of the Board Observer(s) and corresponding amendment of article of the Company s articles of association The shareholders convened for the General Meeting, voting in accordance with the quorum and majority requirements for extraordinary general meetings, and having reviewed the Board of Directors report on the proposed resolutions, resolve to add a third paragraph to article of the Company s articles of association in order to provide for the possibility of compensating the Board Observer(s), which reads as follows: In consideration for services rendered, the observer(s) may receive compensation, in accordance with the conditions decided by the Board of Directors, deducted from the amount of attendance fees granted to the Board members by a general meeting. The remainder of the article remains unchanged. Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN 48

51 Proposed resolutions Twenty-seventh resolution Amendment of articles 4 and 11.3 of the Company s articles of association on transferring the registered office The shareholders convened for the General Meeting, voting in accordance with the quorum and majority requirements for extraordinary general meetings, having reviewed the Board of Directors report on the proposed resolutions, and in order to bring the Company s articles of association into compliance with the new provisions of article L , paragraph 1, of the French Commercial Code, which codified Act No of 9 December 2016 on transparency, fighting corruption and the modernisation of economic life: 1. resolves to amend paragraph 2 of article 4 of the Company s articles of association, entitled Registered office, as follows: (current wording) (new wording) The relocation of the head office within the same department (French administrative region) or to a neighbouring department may be decided by the Board of Directors, subject to ratification by the next Ordinary General Meeting. The registered office may be transferred anywhere in France by a decision of the Board of Directors, subject to ratification of such decision by the next Ordinary General Meeting. The remainder of the article remains unchanged. 2. resolves to amend paragraph 4 of article 11.3 of the Company s articles of association, entitled Powers of the Board of Directors, as follows: (current wording) (new wording) The relocation of the head office within the same department (French administrative region) or to a neighbouring department may be decided by the Board of Directors, subject to ratification by the next Ordinary General Meeting. The registered office may be transferred anywhere in France by a decision of the Board of Directors, subject to ratification of such decision by the next Ordinary General Meeting. The remainder of the article remains unchanged. Twenty-eighth resolution Delegation of authority to the Board of Directors to bring the articles of association into compliance with new statutes and regulations The shareholders convened for the General Meeting, voting in accordance with the quorum and majority requirements for extraordinary general meetings, having reviewed the Board of Directors report on the proposed resolutions, and in accordance with the new provisions of article L , paragraph 2, of the French Commercial Code, from Act No of 9 December 2016 on transparency, fighting corruption and the modernisation of economic life, delegate all powers to the Board of Directors to amend the Company s articles of association as necessary to bring them into compliance with new statutes and regulations, subject to ratification of such amendments by the next extraordinary General Meeting. Twenty-ninth resolution Powers for formalities The shareholders convened for the General Meeting grant all powers to the bearer of a copy or excerpt of these minutes evidencing its decisions for the purpose of performing all legal formalities. 49 Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN

52 Composition of Governing Bodies General Management Sophie Boissard Chief Executive Officer of Korian BOARD OF DIRECTORS Christian Chautard Chairman Jérôme Grivet Director appointed by Predica Martin Hoyos Independent director Predica Permanent representative: Françoise Debrus Anne Lalou Independent director Investissements PSP Permanent representative: Jérôme Bichut Guy de Panafieu Independent director Malakoff Médéric Assurances Permanent representative: Hugues du Jeu Catherine Soubie Independent director Jean-Pierre Duprieu Independent director Hafida Cola Director representing the employees Investment Committee Jérôme Grivet, Chair 1 Christian Chautard (Chairman of the Board of Directors) 1 Investissements PSP, represented by Jérôme Bichut 1 Malakoff Médéric Assurances, represented by Hugues du Jeu 1 Catherine Soubie (independent director) Appointments and Compensation Committee Anne Lalou, Chair (independent director) 1 Predica, represented by Françoise Debrus 1 Jean-Pierre Duprieu (independent director) 1 Guy de Panafieu (independent director) Audit Committee Guy de Panafieu, Chair (independent director) 1 Investissements PSP, represented by Jérôme Bichut 1 Predica, represented by Françoise Debrus 1 Jean-Pierre Duprieu (independent director) 1 Martin Hoyos (independent director) 1 Catherine Soubie (independent director) Ethics and Quality Committee Jean-Pierre Duprieu, Chair (independent director) 1 Christian Chautard (Chairman of the Board of Directors) 1 Martin Hoyos (independent director) 1 Hafida Cola (director representing the employees) Board Observer Jean-Claude Georges-François Notice of Meeting Brochure Combined General Meeting 22 June 2017 KORIAN 50