German Care Services Enterprise S.à.r.l., German Branch

Frankfurt am Main

Befreiender Jahresabschluss zum Geschäftsjahr vom 01.01.2022 bis zum 31.12.2022

German Care Services Enterprise S.à.r.l.
Strassen/Luxemburg

ABRIDGED BALANCE SHEET Financial year from 01 01/01/2022 to 02 31/12/2022 (in 03 EUR )

German Care Services Enterprise

Strassen

ASSETS

	Reference(s)		Current year
A. Subscribed capital unpaid	1101		101
I. Subscribed capital not called	1103		103
II. Subscribed capital called but unpaid	1105		105
B. Formation expenses	1107	2.2.1	107
C. Fixed assets	1109		109	71,327,658.70
I. Intangible assets	1111		111
II. Tangible assets	1125	2.2.2	125	21,696.00
III. Financial assets	1135	2.2.3,3	135	71,305,962.70
D. Current assets	1151		151	66,097,241.38
I. Stocks	1153		153
II. Debtors	1163	2.2.4	163	65,725,833.37
a) becoming due and payable within one year	1203		203	8,678,851.13
b) becoming due and payable after more than one year	1205		205	57,046,982.24
III. Investments	1189		189
IV. Cash at bank and in hand	1197		197	371,408.01
E. Prepayments	1199		199	16,610.02
TOTAL (ASSETS)			201	137,441,510.10

	Previous year
A. Subscribed capital unpaid	102
I. Subscribed capital not called	104
II. Subscribed capital called but unpaid	106
B. Formation expenses	108
C. Fixed assets	110	71,330,465.70
I. Intangible assets	112
II. Tangible assets	126	24,503.00
III. Financial assets	136	71,305,962.70
D. Current assets	152	83,836,248.84
I. Stocks	154
II. Debtors	164	82,722,456.00
a) becoming due and payable within one year	204	7,854,233.08
b) becoming due and payable after more than one year	206	74,868,222.92
III. Investments	190
IV. Cash at bank and in hand	198	1,113,792.84
E. Prepayments	200	44,173.02
TOTAL (ASSETS)	202	155,210,887.56

CAPITAL, RESERVES AND LIABILITIES

	Reference(s)		Current year
A. Capital and reserves	1301	4	301	52,990,711.25
I. Subscribed capital	1303		303	6,968,182.00
II. Share premium account	1305		305	45,950,000.00
III. Revaluation reserve	1307		307
IV. Reserves	1309		309	180,794.00
V. Profit or loss brought forward	1319		319	1,010,677.83
VI. Profit or loss for the financial year	1321		321	-1,118,942.58
VII. Interim dividends	1323		323
VIII. Capital investment subsidies	1325		325
B. Provisions	1331	2.2.6	331	915,106.00
C. Creditors	1435	2.2.7	435	83,535,692.85
a) becoming due and payable within one year	1453		453	9,529,029.67
b) becoming due and payable after more than one year	1455		455	74,006,663.18
D. Deferred income	1403		403
TOTAL (CAPITAL, RESERVES AND LIABILITIES)			405	137,441,510.10

	Previous year
A. Capital and reserves	302	72,509,653.83
I. Subscribed capital	304	6,968,182.00
II. Share premium account	306	64,350,000.00
III. Revaluation reserve	308
IV. Reserves	310	180,794.00
V. Profit or loss brought forward	320	244,496.82
VI. Profit or loss for the financial year	322	766,181.01
VII. Interim dividends	324
VIII. Capital investment subsidies	326
B. Provisions	332	793,735.75
C. Creditors	436	81,907,497.98
a) becoming due and payable within one year	454	9,657,757.86
b) becoming due and payable after more than one year	456	72,249,740.12
D. Deferred income	404
TOTAL (CAPITAL, RESERVES AND LIABILITIES)	406	155,210,887.56

ABRIDGED PROFIT AND LOSS ACCOUNT Financial year from 01 01/01/2022 to 02 31/12/2022 (in 03 EUR )

German Care Services Enterprise

Strassen

		Reference(s)		Current year
1. to 5. Gross profit or loss	1651		651	1,959,880.14
6. Staff costs	1605	6	605	-3,103,447.69
a) Wages and salaries	1607		607	-2,794,328.24
b) Social security costs	1609		609	-199,696.85
i) relating to pensions	1653		653
ii) other social security costs	1655		655	-199,696.85
c) Other staff costs	1613		613	-109,422.60
7. Value adjustments	1657		657	-2,807.00
a) in respect of formation expenses and of tangible and intangible fixed assets	1659		659	-2,807.00
b) in respect of current assets	1661		661
8. Other operating expenses	1621		621	-17,179.62
9. Income from participating interests	1715		715
a) derived from affiliated undertakings	1717		717
b) other income from participating interests	1719		719
10. Income from other investments and loans forming part of the fixed assets	1721		721	1,987,359.84
a) derived from affiliated undertakings	1723		723	1,987,359.84
b) other income not included under a)	1725		725
11. Other interest receivable and similar income	1727		727	13,961.14
a) derived from affiliated undertakings	1729		729	13,961.14
b) other interest and similar income	1731		731
12. Share of profit or loss of undertakings accounted for under the equity method	1663		663
13. Value adjustments in respect of financial assets and of investments held as current assets	1665		665
14. Interest payable and similar expenses	1627		627	-1,856,955.56
a) concerning affiliated undertakings	1629		629	-465,162.61
b) other interest and similar expenses	1631		631	-1,391,792.95
15. Tax on profit or loss	1635	8	635	1,061.17
16. Profit or loss after taxation	1667		667	-1,018,127.58
17.Other taxes not shown under items 1 to 16	1637	8	637	-100,815.00
18. Profit or loss for the financial year	1669		669	-1,118,942.58

		Previous year
1. to 5. Gross profit or loss	652	3,248,335.31
6. Staff costs	606	-2,606,665.85
a) Wages and salaries	608	-2,325,570.69
b) Social security costs	610	-185,856.45
i) relating to pensions	654
ii) other social security costs	656	-185,856.45
c) Other staff costs	614	-95,238.71
7. Value adjustments	658	-2,810.00
a) in respect of formation expenses and of tangible and intangible fixed assets	660	-2,810.00
b) in respect of current assets	662
8. Other operating expenses	622	-54,515.06
9. Income from participating interests	716
a) derived from affiliated undertakings	718
b) other income from participating interests	720
10. Income from other investments and loans forming part of the fixed assets	722	2,298,815.05
a) derived from affiliated undertakings	724	2,298,815.05
b) other income not included under a)	726
11. Other interest receivable and similar income	728
a) derived from affiliated undertakings	730
b) other interest and similar income	732
12. Share of profit or loss of undertakings accounted for under the equity method	664
13. Value adjustments in respect of financial assets and of investments held as current assets	666
14. Interest payable and similar expenses	628	-1,821,625.95
a) concerning affiliated undertakings	630	-828,894.32
b) other interest and similar expenses	632	-992,731.63
15. Tax on profit or loss	636	-57,405.79
16. Profit or loss after taxation	668	1,004,127.71
17.Other taxes not shown under items 1 to 16	638	-237,946.70
18. Profit or loss for the financial year	670	766,181.01

Notes to the annual accounts

Note 1 - GENERAL INFORMATION

German Care Services Enterprise SARL (hereafter "the Company") was incorporated on 16th September 2010 and is organized under the laws of Luxembourg as a Société à responsabilité limitée for an unlimited period.

The registered office of the Company is established at 153-155, rue du Kiem L-8030 Strassen. In October 2017, the Company has established a branch in Germany, with offices at 8, De-Saint-Exupéry-Strasse, 60549 Frankfurt am Main.

The Company's The Company's financial year starts on 1st January and ends on 31st December of each year.

The Company's object is to, directly or indirectly, acquire, hold or dispose of interests and participations in Luxembourg or foreign entities, by any means and to administrate, develop and manage such holding of interests or participations.

The Company may, directly or indirectly, invest in, acquire, hold or dispose of any kind of asset by any means.

The Company may also render every assistance, whether by way of loans, guarantees or otherwise to its subsidiaries or companies in which it has a direct or indirect interest or any company being a direct or indirect shareholder of the Company or any company belonging to the same group as the Company (hereafter referred to as the "Connected Companies") or any other entity, it being understood that the Company will not enter into any transaction which would cause it to be engaged in any activity that would be considered as a regulated activity of the financial sector.

The Company may in particular enter into the following transactions, it being understood that the Company will not enter into any transaction which would cause it to be engaged in any activity that would be considered as a regulated activity of the financial sector:

―	to borrow money in any form or to obtain any form of credit facility and raise funds through, including, but not limited to, the issue, always on a private basis, of bonds, notes, promissory notes and other debt or equity instruments convertible or not, the use of financial derivatives or otherwise;
―	to advance, lend or deposit money or give credit to or with or to subscribe to or purchase any debt instrument issued by any Luxembourg or foreign entity on such terms as may be thought fit and with or without security;
―	to enter into any guarantee, pledge or any other form of security, whether by personal covenant or by mortgage or charge upon all or part of the undertaking, property assets (present or future) or by all or any of such methods, for the performance of any contracts or obligations of the Company and of any of the Connected Companies, within the limits of and in accordance with the provisions of Luxembourg Law.

The Company can perform all legal, commercial, technical and financial investments or operations and in general, all transactions which are necessary to fulfil its object as well as all operations connected directly or indirectly to facilitating the accomplishment of its purpose in all areas described above.

In accordance with Luxembourg law (article 1711-5 of the Commercial Law of 10 August 1915 as amended), the Company is not required to draw up consolidated accounts and a consolidated management report for the financial year.

The Company is included in the consolidated accounts of ORPEA S.A. forming the smallest body of undertakings of which the Company forms a part as a subsidiary undertaking. The registered office of ORPEA S.A. is located at 12, rue Jean Jaurès - F-92800 Puteaux (France) and the consolidated financial statements are available at the same address.

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Note 2.1 - Basis of preparation

The annual accounts have been prepared in accordance with Luxembourg legal and regulatory requirements under the historical cost convention.

The accounting records and annual accounts are prepared in Euro.

Accounting policies and valuation rules are, besides the ones laid down by the law of 19 December 2002 as amended, determined and applied by the Board of Managers.

The preparation of annual accounts requires the use of certain critical accounting estimates. It also requires the Board of Managers to exercise their judgment in the process of applying the accounting policies. Changes in assumptions may have a significant impact on the annual accounts in the period in which the assumptions changed. Management believes that the underlying assumptions are appropriate and that the annual accounts therefore present the financial position and results fairly.

The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities in the next financial year. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Note 2.2 - SIGNIFICANT ACCOUNTING POLICIES

The main valuation rules applied by the Company are the following:

Note 2.2.1 - Formation expenses

Formation expenses are directly supported in the profit and loss account.

Loan issuance expenses are recorded at cost and amortized over the duration of the respective loan.

Note 2.2.2 - Tangible fixed assets

Tangible fixed assets are valued at purchase price including incidental costs of acquisition or at their construction/production cost reduced by accumulated value adjustments.

If the Board of Managers determines that a permanent impairment has occurred in the value of a tangible asset, a value adjustment may be made in order to reflect that loss. These value adjustments may not be continued if the reasons for which they were made have ceased to apply.

Note 2.2.3 - Financial assets

Shares in participating interests and loans to these undertakings are valued at purchase price including the expenses incidental thereto.

In case of durable depreciation in value according to the opinion of Management, value adjustments are made in respect of financial assets, so that they are valued at the lower figure to be attributed to them at the balance sheet date. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.

Note 2.2.4 - Debtors

Debtors are valued at their nominal value. They are subject to value adjustments where their recovery is compromised. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.

Note 2.2.5 - Foreign currency translation

Transactions expressed in currencies other than Euro are translated into Euro at the exchange rate effective at the time of the transaction. Formation expenses and long-term assets expressed in currencies other than Euro are translated into Euro at the exchange rate effective at the time of the transaction. At the balance sheet date, these assets remain translated at historical exchange rates.

Cash at bank is translated at the exchange rate effective at the balance sheet date. Exchange losses and gains are recorded in the profit and loss account of the year.

Other assets and liabilities are translated separately respectively at the lower or at the higher of the value converted at the historical exchange rate or the value determined on the basis of the exchange rates effective at the balance sheet date. The unrealized exchange losses are recorded in the profit and loss account. The exchange gains are recorded in the profit and loss account at the moment of their realization. Where there is an economic link between an asset and a liability, these are valued in total according to the method described above and the net unrealized losses are recorded in the profit and loss account whereas the net unrealized exchange gains are not recognized.

Note 2.2.6 - Provisions

Provisions are intended to cover charges or debts, the nature of which is clearly defined and which, at the date of the balance sheet, are either likely to be incurred or certain to be incurred but uncertain as to their amount or the date on which they will arise.

Provisions for taxation corresponding to the tax liability estimated by the Company and for which the assessment has not yet been made by the tax authorities are recorded under the "Creditors" item. The advance payments are shown in the assets of the balance sheet under the "Debtors" item.

Note 2.2.7 - Creditors

Creditors are recorded at their reimbursement value. Where the amount repayable on account is greater than the amount received, the difference is shown as an asset and is written off over the period of the debt based on a linear method.

Note 3 - FINANCIAL FIXED ASSETS

Undertakings in which the Company holds at least 20% of the share capital that may be considered material for the purposes of a true and fair view of the Company's assets are:

Name of undertaking	Registered office	Ownership
Orpea Deutschland GmbH	Germany	100 %
Orpea Silver Care Holding GmbH	Germany	100 %
Orpea Peter Janssen Holding GmbH	Germany	100 %
Orpea Vitalis Holding GmbH	Germany	100 %
Orpea Residenz Holding GmbH	Germany	100 %

Note 4 - CAPITAL AND RESERVES

The subscribed capital amounts to EUR 6,968,182.00 and is divided into 6,968,182 corporate units with a nominal value of EUR 1.00 fully paid up.

As of 31st December 2022, there are no beneficial units, convertible bonds and similar securities or rights.

The Company is required to allocate a minimum of 5% of its annual net income to a legal reserve, until this reserve equals 10% of the subscribed share capital. This reserve may not be distributed.

The "Share premium account" corresponds to a capital contribution without issuance of corporate units.

Note 5 - CREDITORS

Amounts owed by the Company becoming due and payable after more than five years are EUR 20,000,000.

Note 6 - STAFF

The Company has had 12 employees during the financial year 2022 (12 in 2021)

Note 7 - ADVANCES AND LOANS GRANTED TO THE MEMBERS OF THE MANAGEMENT AND SUPERVISORY BODIES

The Company has not granted any advances nor loans to the members of the management and supervisory bodies.

Note 8 - TAXATION

The Company is subject to the general taxation rules applicable to commercial companies in Luxembourg.

Profits and losses derived from the German branch of the Company are being taxed in Germany.

The Company is included in a tax consolidation group, its parent company being the consolidating company. Luxembourg profits are consolidated for corporate income tax and for communal business tax.

Note 8 - OFF-BALANCE SHEET COMMITMENTS

The Company guarantees lease agreements of its subsidiaries for an amount of EUR 200,000.