Regulatory News:
As part of its financial restructuring, and in accordance with
(i) the Lock-Up agreement entered into on 14 February 2023 between
the Company and Caisse des Dépôts et Consignations, CNP Assurances,
MAIF and MACSF (together the "Groupement"), on the one hand,
and five institutions holding a portion of the Company's unsecured
debt, on the other hand, and (ii) the Company's Accelerated
Safeguard Plan approved by the Nanterre Specialised Commercial
Court on 24 July 2023, ORPEA (Paris:ORP) will propose that
shareholders at the next Annual General Meeting, scheduled for 22
December 2023, appoint as directors of the Company:
- Caisse des Dépôts et Consignations;
- CNP Assurances;
- Mutuelle Assurance des Instituteurs de France (MAIF);
- MACSF Epargne Retraite;
- Philippe Grangeon(1);
- Sibylle Le Maire(1);
- Frédérique Mozziconacci(2);
- Méka Brunel(3).
(1) Candidates recommended by
Caisse des Dépôts et Consignations. – (2) Candidate recommended by
MAIF. – (3) Independent director.
The Company has been informed that the Groupement members
concerned intend to designate the following permanent
representatives following their appointment as directors:
- Audrey Girard, for Caisse des Dépôts et Consignations;
- Stéphane Dedeyan, for CNP Assurances;
- Pascal Demurger, for MAIF; and
- Stéphane Dessirier, for MACSF Epargne Retraite.
A recommendation will also be made at the Annual General Meeting
to ratify the appointment by co‑option of Mireille Faugère as a
director.
Mireille Faugère, Guillaume Pepy and Laurent Guillot will remain
directors of the Company after that date.
The Company would like to extend its warmest collective and
individual thanks to the current Board of Directors for its
unstinting support and unfailing commitment to accompany the
Refoundation Plan over the past 18 months.
In addition, and subject to the adoption by the Annual General
Meeting of a resolution amending the Company's Articles of
Association, Laurent David and Pascale Pradat will be appointed as
non-voting advisors by the Board of Directors at its meeting
immediately following the Annual General Meeting.
The profiles of the new directors and non-voting advisors are
included in the appendix to this press release; those of the
directors already in office are provided on pages 256 et seq. of
the 2022 Universal Registration Document.
Further to the recommended changes, the new Board of Directors
would comprise:
Name
Office
Age(1)
Gender
Nationality
Skills
Number of
offices
held in
listed
companies
Independence
Expiry
of current
or
upcoming term
of office(2)
Date of first
appointment
Length of
service
on the
Board(3)
Guillaume Pepy
Director (and Chairman of the
Board of Directors)
65
M
French
Services, HR, Digital,
Governance
2
Yes
2026 AGM
28 July 2022
1
Laurent Guillot
Director (and Chief Executive
Officer)
54
M
French
Services, HR, Finance,
Governance, International
2
No
2026 AGM
28 July 2022
1
Audrey Girard(*)
Director
48
F
French
Healthcare and Nursing,
Regulatory and Legal, Governance, International
0
No
2026 AGM
22 December 2023(6)
0
Stéphane Dedeyan(**)
Director
58
M
French
Healthcare and Nursing, Services,
HR, Finance, Quality and CSR, Real Estate, Governance,
International
3
No
2027 AGM
22 December 2023(6)
0
Pascal Demurger(***)
Director
59
M
French
Services, HR, Finance, Quality
and CSR, Digital, Governance
0
No
2027 AGM
22 December 2023(6)
0
Stéphane Dessirier(****)
Director
63
M
French
Services, HR, Regulatory and
Legal, Finance, Real Estate, Governance
0
No
2026 AGM
22 December 2023(6)
0
Philippe Grangeon(4)
Director
66
M
French
Services, HR, Digital,
Governance, International
1
No
2027 AGM
22 December 2023(6)
0
Sibylle Le Maire(4)
Director
49
F
French
Healthcare and Nursing, HR,
Services, Quality and CSR, Digital, International
1
No
2027 AGM
22 December 2023(6)
0
Frédérique Mozziconacci(5)
Director
51
F
French
Healthcare and Nursing, Services,
HR, Quality and CSR, Digital
1
No
2026 AGM
22 December 2023(6)
0
Méka Brunel
Director
67
F
French
Services, Finance, Quality and
CSR, Real Estate, Governance, International
1
Yes
2027 AGM
22 December 2023(6)
0
Mireille Faugère
Director
67
F
French
Healthcare and Nursing, Services,
HR, Finance, Quality and CSR, Digital, Governance
1
Yes
2024 AGM
1 October 2022
1
Laurent David
Non-voting advisor
36
M
French and British
Regulatory and Legal, Finance,
Real Estate, International
0
Not applicable.
2027 AGM
22 December 2023(7)
0
Pascale Pradat
Non-voting advisor
64
F
French
Healthcare and Nursing, HR,
Regulatory and Legal, Quality and CSR
0
Not applicable.
2027 AGM
22 December 2023(7)
0
(*) Permanent representative of
Caisse des Dépôts et Consignations.
(**) Permanent representative of
CNP Assurances.
(***) Permanent representative of
MAIF.
(****) Permanent representative
of MACSF Epargne Retraite.
(1) Age of directors at 31
October 2023.
(2) Annual General Meeting called
to approve the financial statements for the previous financial
year.
(3) Length of service at 31
October 2023.
(4) Candidates recommended by
Caisse des Dépôts et Consignations.
(5) Candidate recommended by
MAIF.
(6) Subject to adoption of the
corresponding resolution by the Annual General Meeting to be held
on 22 December 2023.
(7) Subject to adoption of the
amendment to the Articles of Association by the Annual General
Meeting of the Company to be held on 22 December 2023.
The new Board of Directors will determine the membership of its
Committees.
After the Groupement Capital Increase and the Rights Issue, the
members of the Groupement (who have declared that they are acting
in concert) will hold 50.2% of the Company's share capital and
voting rights.
As a result, they will be able to pass or reject all resolutions
submitted to shareholders for approval during Ordinary General
Meetings, as well as, if they were to hold at least two-thirds of
the voting rights expressed at an Extraordinary General Meeting,
the resolutions submitted to that meeting.
Furthermore, the proportion of independent directors on the
Board will be less than one third, not complying with the
recommendation of the AFEP-MEDEF Code. In addition, the composition
of the Audit Committee and the Appointments and Remuneration
Committee may not comply with the recommendations of the AFEP-MEDEF
Code.
The failure to comply with these recommendations results from
the governance agreed in the context of the entry of the Groupement
in the Company’s share capital, given its majority stake, and
approved by the Nanterre Specialised Commercial Court under its
approval of the Company's accelerated safeguard plan.
Finally, the following measures are designed to mitigate the
risk of control of the Group being exercised in an abusive manner:
on the one hand, the Board of Directors is chaired by an
independent director and comprises 3 independent directors out of
11 directors (excluding directors representing employees) and on
the other hand, the Board of Directors' internal rules include
rules to prevent potential conflicts of interest.
About ORPEA
ORPEA is a leading global player, expert in providing care for
all types of frailty and vulnerability. The Group operates in 21
countries and covers three core areas of expertise: care for the
elderly (nursing homes, assisted-living facilities, home care),
post-acute and rehabilitation care, and mental health care
(specialised hospitals). It has more than 76,000 employees and
welcomes more than 267,000 patients and residents to its facilities
each year.
https://www.orpea-group.com/en
ORPEA is listed on Euronext Paris (ISIN: FR0000184798) and is a
member of the SBF 120 and CAC Mid 60 indices.
Profiles
Caisse des Dépôts et Consignations, with Audrey Girard as its
permanent representative
Caisse des Dépôts and its subsidiaries form a public group that
invests over the long term to serve the public interest and support
regional economic development.
It brings together five areas of expertise: social policies
(retirement, vocational training, disability, ageing and health),
asset management, management of subsidiaries and strategic
holdings, corporate finance (with Bpifrance) and Banque des
Territoires.
Audrey Girard
Audrey Girard began her career in 1998 as a corporate lawyer
specialising in mergers and acquisitions and financing, a
profession she practised for more than ten years with Ashurst LLP
in Paris.
In 2009, she joined the Tax and Legal department of Caisse des
Dépôts et Consignations (CDC), where she was responsible for
M&A, financing and restructuring transactions and advised
management teams on governance issues.
In 2015-2016, she became Chief Executive Officer of the fintech
company Pytheas Capital Advisors, where she worked on an innovative
entrepreneurial project offering alternative financing solutions
and bringing together major industrial groups, suppliers (including
SMEs) and institutional investors.
She was appointed Director of Development and Institutional
Relations in CDC's Pensions and Solidarity department (2017-2018),
where her role involved helping to develop strategy and managing
projects to simplify the retirement landscape at a time of reform,
increased use of data and digital technology, and population
ageing.
At the beginning of 2019, she became Deputy Tax and Legal
Director at CDC where she managed the teams in charge of
investment, divestment, financing and restructuring transactions
within the CDC group. She was involved in all projects across CDC's
various business lines (Banque des Territoires, asset management,
management of strategic holdings, social policies) and supervised
GDPR compliance and other regulatory projects. She also played an
active role in the managerial transformation launched by CDC's
Executive Committee, as well as in the transformation of the legal
profession.
In November 2023, she joined the Management of Strategic
Holdings division as Director of Strategic Investments, responsible
for coordinating the priorities of the CDC group and its
subsidiaries, providing strategic and financial support to
subsidiaries and defining CDC's shareholdings.
Since 2020, she has been a director of the Transdev group, a
global mobility operator (road, rail and sea transport) present on
five continents and in 19 countries, with over 100,000
employees.
Audrey Girard has in-depth knowledge of issues relating to the
healthcare sector and the operation of hospitals thanks to her over
15 years of voluntary work as a director of the Fondation Hôpital
Ambroise Paré – Hôpital Européen (the second largest private
hospital in the north of Marseille).
CNP Assurances, with Stéphane Dedeyan as its permanent
representative
CNP Assurances supports and protects people, whatever their life
trajectories, by insuring them against life's hazards and helping
them build savings to finance their projects. By leveraging its
wide-ranging personal insurance expertise, CNP Assurances offers
not only death/disability insurance, term creditor insurance,
long-term care cover and health insurance, but also savings
solutions, through its life insurance and supplementary pension
offerings.
Stéphane Dedeyan
A graduate of HEC, Institut des Actuaires Français and the AVIRA
programme at INSEAD, Stéphane Dedeyan began his career as a
Consultant at Eurosept and then AT Kearney.
In 1996, he joined Athéna Assurances, where he was in charge of
building the captive brokerage centre, CARENE, which was
transferred to AGF/Allianz when Athéna was acquired.
He joined Generali in 1999 as an Occupational Risk Inspector at
Generali Proximité, where he was successively appointed as Head of
Businesses and Partnerships, Sales Director and then Deputy Chief
Executive Officer.
In 2006, he became Chief Executive Officer of Generali
Patrimoine and a member of the Executive Committee of Generali
France.
He gradually expanded his duties to savings in general, and to
digital, marketing and distribution for all of Generali’s business
in France.
From January 2014 to December 2017, he was Deputy Chief
Executive Officer of Generali France, in charge of all its
insurance businesses.
In parallel, from 2011 to 2017, he chaired the Personal
Insurance Committee of FFA (Fédération française de
l’assurance).
Throughout 2018, he advised start-ups and investment funds on
their growth strategy. In October 2018, he joined the VYV group,
where he was appointed Chief Executive Officer in February
2019.
He was then appointed Chief Executive Officer of CNP Assurances
by the Board of Directors at its meeting of 16 February 2021 and
took office after the Annual General Meeting on 16 April 2021. Also
a member of La Banque Postale's Executive Committee, he has been a
member of its Executive Board since 27 October 2022, interim
Chairman of the Executive Board since 2 August 2023, and Chairman
of the Executive Board since 18 October 2023.
Since 21 April 2022, he has also been Chairman of Fonds
Stratégique de Participations.
Mutuelle Assurance Instituteur France (MAIF), with Pascal
Demurger as its permanent representative
MAIF is a variable-contribution mutual insurance company
governed by the French Insurance Code (Code des assurances).
Operating in France mainly in the non-life segment, it is the
parent company of the MAIF prudential group.
Founded in 1934 by and for its members, it has grown while
remaining true to its founding values of solidarity, responsibility
and respect for the individual. As a mutual organisation, it has no
share capital and no shareholders to remunerate. Its members are
insurers collectively and insureds individually.
In 2020, MAIF adopted the status of a mission-led company
(société à mission), thus inscribing and affirming its mission of
serving the collective interest, based on genuine support for all
of its stakeholders.
Its mission includes a commitment to the following social and
environmental objectives:
- placing the interests of its
member-policyholders at the heart of its activities; - encouraging,
through genuine support, the development of its internal
stakeholders in a spirit of collective engagement; - contributing
to a more caring society through its activities; - contributing to
the ecological transition through its activities; - promoting the
development of business models committed to making a positive
impact.
MAIF currently has around 3 million members.
Pascal Demurger
A graduate of ENA (class of Victor Schoelcher), Pascal Demurger
began his career as an advisor to the Aquitaine regional audit
office before joining the Budget department of the French Ministry
of the Economy and Finance.
He left the Ministry to join MAIF in 2002, where he held a
number of management positions before taking over as Chief
Executive Officer in 2009. He has transformed the company in a
number of ways: reorganising the network and the business lines,
introducing a trust-based management approach, making customer
satisfaction the central focus, and placing the company's impact at
the centre of its business model.
Pascal Demurger was appointed Chairman of GEMA (Groupement des
Entreprises Mutuelles d'Assurance) in 2014. He also helped
establish the Fédération Française de l'Assurance, where he served
as Vice-Chairman from its creation in 2016 until July 2019.
A committed leader, he believes that business must take
responsibility for resolving the environmental and social
challenges of our time. He shared this conviction in a book
entitled L'entreprise du XXIème siècle sera politique ou ne sera
plus, published in June 2019 by Editions de l'Aube. In it, he
describes MAIF's original and sustainable business model: from its
adoption of mission-led status in 2020, to a number of recent
high-profile initiatives, such as reimbursing car premiums during
the health crisis and creating an environmental dividend. He
readily shares his experience with other companies, for example by
chairing the mission committees of Doctolib and KPMG.
In January 2022, he published a report in partnership with the
Fondation Jean Jaurès, setting out 12 proposals for regulations
that would encourage all companies to commit to the ecological and
social transition. As an extension of these ideas, he became
Co-Chairman of the Impact France movement in May 2023.
MACSF Epargne Retraite, with Stéphane Dessirier as its
permanent representative
MACSF is the French mutual insurance company for healthcare
professionals. It insures the private and professional lives of
over one million policyholders. Since its creation, the group has
been chaired and governed by directors who have also worked in the
medical sector.
As the leading provider of insurance services and solutions in
its market, MACSF upholds the mutualist values that contribute to
its strength and set it apart. As a company with no shareholders
and no capital to remunerate, the Group belongs to its members.
The MACSF group's slogan "Together, let's take care of tomorrow"
reflects its direct commitment to the world of healthcare.
Stéphane Dessirier
Stéphane Dessirier has been Chief Executive Officer of MACSF
SGAM and MACSF Assurances since 2014. He also chairs the Group
Executive Committee. Since October 2017, he has also been Deputy
Chief Executive Officer of MACSF Epargne Retraite.
He joined the MACSF group in July 2003, having previously held a
number of positions, including Insurance Director and MFPS
Director.
A graduate of the Ecole de Commerce Supérieure de Lille,
Stéphane Dessirier began his career in the Finance department of
the Auchan group, before joining the Metra Proudfoot group as a
consultant and CEPME as a financial analyst.
In 1984, he joined GAN (Groupement des Assurances Nationales)
and was successively appointed to head up regional centres and then
Property & Casualty for individuals and professionals. In 2000,
he was appointed Director of Property & Casualty and Individual
Health Insurance, a member of the Executive Committee and then of
the Management Board of Gan Assurance.
Philippe Grangeon
Philippe Grangeon is a specialist in communication, marketing
and change management.
Over the course of his career, he has contributed as a senior
executive, both in France and internationally, to major changes in
both the public and private sectors (postal and telecommunications
reform, yellow pages, modernisation of the Ministry of the Economy,
transition to the euro and Y2K, etc.).
He has also worked as an advisor to various ministers on a
number of occasions, and has worked closely with the General
Secretary of a major trade union group (Confédération française
démocratique du travail – CFDT).
From 2000 to 2003, he was Chairman and Chief Executive Officer
of Médiapost, where he oversaw the merger with its main
competitor.
In 2004 he joined the international Capgemini group and its
Executive Committee, until his retirement at the end of 2017.
A leader of the En Marche ! political party, he served as
special advisor to the President of the French Republic from
February 2019 to September 2020.
Philippe Grangeon has held a number of directorships and
positions as Chairman of the Board of Directors or Supervisory
Board (Editions La Découverte-Syros, Médiapost, Delta Diffusion,
Capgemini Maroc, Capgemini Université, Paris & Co, etc.).
He is currently Chairman of the Board of Directors of the Rodin
Museum, and an independent director of Voyageurs du Monde, where he
chairs the Compensation Committee.
Philippe Grangeon holds a degree in history from the University
of Paris XIII.
Sibylle Le Maire
Sibylle Le Maire is Executive Director of the Bayard group, in
charge of diversification, Chief Executive Officer of Bayard Media
Développement and a member of the group's Executive Committee.
She began her career in publishing in 1997 with Marshall
Editions in London. In 2002, she first joined the Bayard group,
which is active in the news, publishing, internet and audiovisual
media with a focus on current affairs, youth, seniors and religion.
She set up the group's International Sales of Rights department,
which she ran until 2009, before being appointed Deputy Director of
the International and Business Development unit (2009 to 2012).
Sibylle Le Maire has been Chief Executive Officer of Bayard
Media Développement since 2012.
From 2017 to 2021, she was Executive Director of the group's
audience sites (notrefamille.com and notretemps.com) and the
seniors market.
She is the driving force behind the creation of ViveS, a media
ecosystem focusing on financial education for women.
Sybille Le Maire also founded Club Landoy, a think tank
dedicated to the demographic transition, which fosters the
emergence of new approaches and innovative solutions to achieve
real social progress. In March 2023, at the think tank's
initiative, 51 companies signed the first inter-company agreement
on the role of employees aged over 50 in the workplace (link).
She is a member of the Strategic Board of the Duval group and of
the Board of Directors of Forces Femmes, a non-profit that helps
unemployed women over the age of 45 return to work and set up their
own businesses.
Frédérique Mozziconacci
A graduate of HEC, Frédérique Mozziconacci is an expert in the
healthcare sector, where she has worked for over 25 years. She
possesses a unique combination of experience with healthcare
operators, healthcare consultancies, medtech manufacturers and
start-ups.
She began her career with Sodexo as Head of Strategy in France,
then held a number of operational positions, before moving on to
become Head of its Health division in Brazil. On her return to
France, she became Chief Operating Officer and then Chief Executive
Officer of the Ouest Parisien private hospital in Trappes for eight
years, where she oversaw sustained growth through the development
of ambitious medical projects serving patients, employees and
doctors. Frédérique Mozziconacci then shifted to working in
industry at GE Healthcare as a project management lead, advising
public hospitals (CHU, CH) on medical and performance strategy
projects. She then joined Medtronic as Director of the Solutions
division, where she set up and developed the first innovative
partnerships between hospitals and industry in France. More
recently, she has worked in the start-up environment, in particular
as Director of Development for a digital services healthcare
start-up.
Currently, she is Chief Executive Officer of a start-up she
co-founded with a psychiatrist. The start-up develops and
implements an organisational and digital system for mental health
diagnosis and care.
Motivated by challenges and driven by strong values, she enjoys
both strategy and operations.
Méka Brunel
Méka Brunel holds an engineering degree from ESTP and obtained
her Executive MBA (formerly known as CPA) from HEC Business School
in 1993. She is also a Fellow of the Royal Institute of Chartered
Surveyors. In 1980, she joined Fougerolles, where she worked for
ten years. Almost half of that time was spent as Works Manager,
learning the fundamentals of the business and the situation on the
ground. She has worked on several high-profile projects, such as
the restructuring of the Cour Carrée in the Louvre following
archaeological excavations, the extension of the Carnavalet Museum,
and the refurbishment of the Château de Clairefontaine for the
French Football Federation.
In 1990, Méka Brunel joined Compagnie Bancaire subsidiary
Sinvim, , a listed property development company, where she oversaw
projects ranging from the purchase of land to the funding,
construction and sale of assets.
In 1996, she joined listed property company Simco, where, from
1996 to 2003, she held three positions: first as Director of
Construction, then Head of the Property department following
Simco's acquisition of CIPM, and lastly Head of Asset Management
following the purchase of Société des Immeubles de France.
In 2003, Gecina acquired Simco. Méka Brunel was appointed
Executive Director of Development, which includes the acquisition,
sale and development of new projects and strategic marketing. She
left Gecina in 2006 and joined Eurosic, a subsidiary of Banque
Palatine, as Chair of the Executive Board, transforming it into a
listed property company. She left the company to join Ivanhoé
Cambridge as President, Europe. In this capacity, she managed an
office and residential property portfolio worth USD 6 billion in
Paris, Frankfurt, Madrid and London. She became a director of
Gecina when ICE became the majority shareholder.
In 2017, she was appointed Chief Executive Officer of Gecina.
She held this position for five years, modernising and leading
major transformations within the company by creating the YouFirst
service brand, centralising the company's assets and making CSR a
real accelerator of the group's modernisation.
Laurent David
Laurent David is a senior member of the investment team at
Anchorage Capital Group, where he focuses daily on European
research efforts through the Anchorage platform. He joined
Anchorage as a European analyst in March 2013 and is a member of
the European CLO and CDO Investment Committee.
He previously worked at Morgan Stanley in London as a private
equity analyst. Before joining Morgan Stanley, Laurent David
interned at Morgan Stanley, Bank of America Merrill Lynch and BNP
Paribas. He has 12 years' experience in the financial services
sector and holds a Master's degree in management, with a major in
finance, from ESCP Europe.
Pascale Pradat
Pascale Pradat graduated with a Doctorate in Medicine in 1988.
Following internship at hospitals in Paris, with dual training in
physical and rehabilitation medicine (PRM) and neurology, she
obtained diplomas in these two fields and specialised in PRM for
neurological rehabilitation, with a focus on cognitive disability.
She supplemented her academic training with clinical research on
cognition and the impact of cognitive disorders on the daily lives
of people and their loved ones.
During her career at the Pitié-Salpêtrière hospital (part of the
Paris public hospital network: Assistance Publique des Hôpitaux de
Paris – APHP) and at Sorbonne University, she became University
Professor and Hospital Practitioner (Professeur des Universités –
Praticien Hospitalier – PU-PH) and Department Head in 2009. At the
time, she ran a 25-bed physical medicine and rehabilitation unit
and an outpatient hospital. Specialised in the care of patients and
families affected by neurological disability, Pascale Pradat has
extensive experience in organising care and treatment in the
healthcare and nursing sector.
Since her retirement, she has been Professor Emeritus at
Sorbonne University, continues to work with non-profits related to
her clinical speciality and is enrolled at the Ecole du Louvre.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231112161889/en/
Investor Relations ORPEA Benoit Lesieur Investor
Relations Director b.lesieur@orpea.net
Toll-free number for shareholders (from France only): 0
805 480 480
Investor Relations NewCap Dusan Oresansky +33 1 44
71 94 94 ORPEA@newcap.eu
Press Relations ORPEA Isabelle Herrier-Naufle –
Press Relations Director – +33 7 70 29 53 74
i.herrier-naufle@orpea.net
Image7 Charlotte Le Barbier // Laurence Heilbronn +33 6
78 37 27 60 – +33 6 89 87 61 37 clebarbier@image7.fr
lheilbronn@image7.fr
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