Offering by ORPEA of net share settled bonds convertible into new shares and/or exchangeable for existing shares (ORNANE) due January 1, 2020

Regulatory News:

Not for publication, distribution or release, directly or indirectly, in the United States of America, Australia, Canada or Japan

This press release does not constitute an offer of securities in the United States of America. Neither the bonds nor the underlying shares may be offered or sold in the United States of America unless they are registered or exempt from registration under the US Securities Act of 1933, as amended. ORPEA does not intend to register all or any portion of the offering in the United States of America or to conduct a public offering in the United States of America.

ORPEA (Paris:ORP) (the "Company", the "Group” or "ORPEA”) launched today an offering of net share settled bonds convertible into new shares and/or exchangeable for existing shares (ORNANE) due January 1, 2020 (the "Bonds") for a nominal amount of approximately €172.5 million, after exercise in full of the extension clause, which may be increased up to a maximum nominal amount of approximately €200 million in the event of the full exercise of the over-allotment option granted to Crédit Agricole Corporate and Investment Bank, Natixis and Société Générale Corporate & Investment Banking (the "Joint Lead Managers and Joint Bookrunners”), at the latest on July 15, 2013.

Meanwhile, the Company plans to set up a repurchase of the Redeemable Equity Warrants giving right to either Subscribe or Purchase Shares issued in August 2009 and due August 2015 (the "BSAAR”).

This issue will allow ORPEA to pursue its strategy of disintermediation and optimisation of its financial structure initiated in 2010 and reinforced, over the last year, by various bond issues. ORPEA intends to continue this strategy and to proceed with new bond issues under favourable financial conditions, market conditions permitting.

The net proceeds of this issue will be used to manage the financial financing of the Group, including the repayment of banking credit lines, allowing the extension of the average debt maturity and the optimisation of the financial expenses paid by the Group.

The Autorité des marchés financiers (the "AMF”) granted visa n°13-338 on July 9, 2013 on the prospectus relating to the transaction. The Bonds will be offered to the public in France only from July 10, 2013 to July 12, 2013, 5.00 pm (Paris Time).

The nominal value of the Bonds is set at €46.56, representing an issue premium of 27 % over ORPEA¹'s reference share price on the regulated market of NYSE Euronext in Paris ("Euronext Paris”).

The Bonds will bear interest at a nominal annual rate of 1.75 %, payable semi-annually in arrears on January 1 and July 1 in each year (or on the first following business day if one of such dates is not a business day). As an exception, for the period from July 17, 2013, the expected issue date of the Bonds, to December 31, 2013, inclusive, the first interest payment, to be made on January 1, 2014 (or on the first following business day if such date is not a business day), will be calculated prorata temporis.

The Bonds will be redeemed at par on January 1, 2020 (or on the first following business day if such date is not a business day).

The bondholders will be able to exercise their conversion right at any time from the issue date up to the 18^th trading day (excluded) preceding the expected redemption date, i.e. 1 January, 2020.

In the event of the exercise of their right to convert or exchange their Bonds, bondholders will receive, at the Company’s option, an amount in cash and, as the case may be, an amount payable in new and/or existing shares of ORPEA. The Company will also have the option to deliver new and/or existing shares only.

Under certain conditions, the Bonds may be redeemed prior to maturity at the Company’s option. In addition, the bondholders may require the early redemption of the Bonds, in particular in the event of a change of control of the Company under certain conditions in accordance with the provisions of the prospectus submitted to the visa of the AMF.

The listing of the Bonds on Euronext Paris will be applied for and will occur on the expected issue and settlement date of the Bonds, i.e. July 17, 2013.

In the context of this transaction, the Company agreed for a 90-day lock-up period subject to certain exemptions.

The issue of the Bonds is lead-managed by Crédit Agricole Corporate and Investment Bank, Natixis and Société Générale Corporate & Investment Banking acting as Joint Lead Managers and Joint Bookrunners.

Parallel plan regarding a simplified tender offer on the BSAAR

ORPEA also plans to acquire all the BSAAR created upon the issuance of bonds amounting to €217 million on August 14, 2009, described in a prospectus approved by the AMF on July 15, 2009 under visa number 09-225. This repurchase will be made through a simplified tender offer which will be filed with the AMF and the repurchase price will be determined after consultation of an independent expert.

The board of directors of the Company, held on 20 June, 2013 unanimously approved the principle of such a transaction aiming at reducing the potential dilution and thus limiting the dilutive impact of the potential conversion of the Bonds.

Important Information:

This press release does not constitute a subscription offer and the offering of the Bonds does not constitute a public offering in any country other than France under the following conditions:

In France,

• The Bonds have first been offered by way of a private placement to qualified investors in accordance with Article L.411-2-II of the French Code monétaire et financier, and
• Following this private placement, a prospectus has been filed to obtain a visa from the AMF in order to allow subscription by the public in France during a period of three business days. No subscription will be accepted from the public prior to the AMF granting its visa on the prospectus, nor prior to the opening of the subscription period.

Availability of the Prospectus

A prospectus, consisting of the Company’s registration document (document de référence) filed with the AMF on May 14, 2013 under No. D.13-0525, a securities note and a prospectus summary (included in the securities note), received visa number 13-338 dated July 9, 2013 from the AMF. Copies of the prospectus are available free of charge at the registered office of the Company, 1-3 rue Bellini 92806 Puteaux Cedex – France, and on the websites of the Company (www.orpea-corp.com) and the AMF (www.amf-france.org). The Company draws investors’ attention to the risk factors mentioned in particular in Chapter IV of the registration document and in section 2 of the securities note.

About ORPEA (www.orpea-corp.com)

Listed on Euronext Paris since April 2002 and a member of the Deferred Settlement Service, ORPEA is the leading European player in the Long-Term Care and Post-Acute Care sectors.

At 1st March 2013, the Group had a unique European network of 431 healthcare facilities with 40,374 beds (34,972 of them operational), including:

• 29,477 beds in France: 26,488 operational (including 2,334 being renovated) + 2,989 under construction, at 339 facilities,
• 10,897 beds in Europe (Spain, Belgium, Italy and Switzerland): 8,484 operational (including 912 being renovated) + 2,413 under construction, at 92 facilities

Listed on Euronext Paris Compartment A of NYSE Euronext
Member of the CAC Mid 60 and SBF 120 indices - Member of the SRD
ISIN: FR0000184798 - Reuters: ORP.PA - Bloomberg: ORP FP

¹ This reference share price is equal to the volume-weighted average price of the Company’s shares on Euronext Paris from the opening of trading on July 9, 2013 until the determination of the final terms of the Bonds on the same day.

DISCLAIMER

This press release may not be distributed directly or indirectly in the United States of America, in Canada, in Australia, or in Japan.

The information included in this press release does not constitute an offer of securities in the United States of America, in Canada, in Australia or in Japan.

No communication or information relating to the issuance by ORPEA of the Bonds may be transmitted to the public in a country where there is a registration obligation or where an approval is required. No action has been or will be taken outside of France, in any country in which such action would be required. The issuance or the subscription of the Bonds may be subject to legal and regulatory restrictions in certain jurisdictions and ORPEA assumes no liability in connection with the breach by any person of such restrictions.

This press release is an advertisement and not a prospectus within the meaning of the Prospectus Directive (as defined hereinafter).

This press release is not, and shall not be considered as, an offer to the public, an offer to subscribe or designed to solicit interest for purposes of an offer to the public.

The distribution or publication of this press release in certain countries may constitute a breach of applicable law and regulations. As a result, persons physically present in these countries, in which this press release is distributed or published, must inform themselves about and comply with these applicable laws and regulations.

France

The sale and purchase of the Bonds, in France, will first be made by way of a private placement to qualified investors in accordance with Article L.411-2-II of the French Code monétaire et financier. The offer will be opened to the public in France after the Autorité des marchés financiers has granted its visa on the prospectus relating to the issue and admission to trading of the Bonds on Euronext Paris.

European Economic Area outside of France

With respect to each Member State of the European Economic Area other than France which has implemented the Prospectus Directive (the "Relevant Member States”), no action has been undertaken or will be undertaken to make an offer of Bonds to the public requiring a publication of a prospectus in any Relevant Member State. As a result, the Bonds may only be offered in the Relevant Member States only:

(a) qualified investors as defined in the Amending Prospectus Directive; or

(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the Amending Prospectus Directive, 150, natural or legal persons (other than qualified investors as defined in the Amending Prospectus Directive); or

(c) in any other circumstances falling with Article 3(2) of the Prospectus Directive.

For purposes of this paragraph, (i) the expression an "offer of Bonds to the public " in any Relevant Member State means the communication, to individuals or legal entities, in any form and by any means, of sufficient information on the terms and conditions of the offer and the Bonds to be offered so as to enable an investor to decide to purchase or subscribe for the Bonds, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and (ii) the expression "Prospectus Directive” means Directive 2003/71/EC of the European Parliament and of the Council of November 4, 2003 (together with its amendments, including the Amending Prospectus Directive, to the extent such Directive has been implemented in any as soon as it is implemented by each Relevant Member State), including any appropriate implementing measure in any Relevant Member State, and (iii) the expression "Amending Prospectus Directive” means Directive 2010/73/EU of the European Union Parliament and Council of November 24 2010.

United Kingdom

This press release is being distributed only to, and is directed only at (i) persons who are outside in the United Kingdom, (ii) investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005; or (iii) persons designated by Article 49(2)(a) to (d) (high net worth entities, non incorporated associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons mentioned in paragraphs (i), (ii) and (iii) as all deemed relevant persons ("Relevant Persons”). The Bonds are intended for Relevant Persons) only and any invitation, offer of contract related to the subscription, tender, or acquisition of the Bonds may be addressed and/or concluded only with Relevant Persons. All persons other than Relevant Persons must abstain from using or relying on press release and all information contained herein. This press release does not constitute a prospectus and has not been approved by the Financial Services Authority or by another United Kingdom regulatory authority falling within Section 85 of the Financial Services and Markets Act 2000.

United States of America

This press release may not be published, distributed or transmitted in the United States of America (including its territories and dependencies, any State of the United States of America and the district of Columbia). This press release does not constitute any offer or solicitation to purchase for securities in the United States of America. The securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act”) and, subject to certain exceptions, may not be offered or sold in the United States of America. The Bonds will be offered or sold only outside of the United States of America in the context of offshore transactions in accordance with Regulation S of the Securities Act. ORPEA does not intend to register any portion of the proposed offering in the United States of America and no public offering will be made in the United States of America.

Canada, Australia and Japan

The Bonds may not be offered, sold or purchased in Canada, Australia or Japan. The information contained in this press release does not constitute an offer of securities for sale in Canada, Australia or Japan.

Stabilisation

Pursuant to the terms of an underwriting agreement to be entered into between ORPEA and the Joint Lead Managers and Joint Bookrunners, Natixis (or any other institution acting on its behalf), acting as stabilising agent in the name of and on behalf of the Joint Lead Managers and Joint Bookrunners, will have the ability, but not the obligation, as from the moment on which the final terms of this transaction become public, i.e. on the expected date of July 9, 2013, to carry out stabilisation transactions on the market for the Bonds and/or possibly the ORPEA’s shares, in accordance with applicable legislations and regulations, in particular Regulation (EC) No. 2273/2003 of the European Commission of December 22, 2003. Such interventions may be interrupted at any time, if any, but at the latest on July 15, 2013 in accordance with Article 8.5 of the Regulation (EC) no. 2273/2003 of the European Commission of December 22, 2003 implementing directive 2003/06/EC of the European Parliament and of the Council of January 28, 2003 on insider dealing and market manipulation (market abuse). Such interventions may stabilise the price of the Bonds and/or the Company’s shares. Such interventions may also affect the price of the Company’s shares and of the Bonds and could result in such prices being higher than those that might otherwise prevail.