Ladies and gentlemen.
[Foreign language] Bienvenue à cette assemblée générale mixte.
Dear shareholders, welcome to this general assembly. You've been given an electronic voting box, which you can use to vote during the meeting. You've also been given a paper ballot to be used in the event of a technicality-related issue. May I remind you that we will be broadcasting live this general meeting on the Clariane website, and it is forbidden to film, record, or photograph during the meeting. The proceedings of this combined general meeting are displayed on the screen, and I shall now proceed with the formalities for the opening of this combined general meeting for which we've been called here today. Next to me, we have here Sophie Boissard, Managing Director, Grégory Lovichi, who's the CFO, and Frédéric Vernet , who is the Group General Secretary and Secretary of the Board of Directors.
I also have Madame Lalou, someone here in the room, who is Chairwoman of the Remuneration and Appointments Committee. She will be presenting the resolutions related to the renewal and appointment of directors and the resolutions relating to the remuneration of your corporate officers. We also have Nicolas Truel in the room, who is Chairman of the Mission Committee, who will be presenting the work of his committee. We shall now proceed to elect the officers and appoint the Secretary of the Assembly. I am Chairman of this meeting in accordance with Article 16.1 of the Articles of Association. In accordance with the applicable provisions, the following are appointed as the scrutineers: Predica, representing 92,645,141 shares and voting rights; and Ker Holding , representing 89,781,310 shares and voting rights. Two members of the meeting with the greatest number of votes, who have accepted these duties in advance.
They are seated in the front row of the meeting. I now propose that the Bureau appoint Mr. Frédéric Vernet as Secretary of the Meeting. The Executive Committee is now in place. The Auditors have been duly convened. Stéphane Marfisi , over here, representing the Statutory Auditors, Ernst & Young et Autres , and Fabrice Mazard, who will be presenting the Statutory Auditor's report. Mr. Stéphane Marfisi , in his capacity of Statutory Auditor, responsible for the certification of sustainability information, will also be presenting the report on this information. The mandates for the preparation of this general meeting are displayed on the screen, and they comply with our legal and regulatory obligations. May I remind you that the ordinary part of this meeting is held on first notice and requires a quorum of one-fifth of the shares with voting rights, and the extraordinary part requires a quorum of one-quarter.
The provisional attendance sheet shows that 2,147 shareholders with more than 252 million votes shares are present or represented, and that 940 shareholders have voted by post. I note that the provisional quorum established in accordance with the attendance sheets made available to the members of the Bureau is 71.3% of the shares with voting rights. I hereby declare that the quorum present at this general meeting exceeds the quorum required by law and that this is therefore able to deliberate validly. The final quorum will be announced before the resolutions are put to the vote. I would also like to remind you that all the legal documents which are on the desk have been made available to you and to the members of the meeting at the Company's registered office.
On the Company's website, I declare that this general meeting has been convened in accordance with the legal requirements and that the documents and information required by law have been sent to you or have been made available to you since the general meeting was convened. There were no items on the agenda or draft resolutions proposed by shareholders or by the Social and Economic Committee. Now that the officials have been appointed, I would like to make a few comments before handing over to our CEO, Sophie Boissard. Ladies and gentlemen, dear shareholders, I would like to first reaffirm the commitment of your Board of Directors, which has been particularly active in 2024, both in monitoring the execution of Clariane's strategy by the Managing Director and her teams at operational level and in implementing the plan to strengthen the financial structure announced in November 2023.
At the annual general meeting on the 10th of June 2024, you approved by a very large majority the terms and conditions of the major capital increase by Clariane, totaling roughly EUR 329 million and constituting a third part of this plan. By strengthening the Company's shareholder base, these capital increases have helped to give the Group the solidity and visibility it needs to calmly implement its debt reduction plan and resume its development for the benefit of all its stakeholders. In terms of governance, 2024 was marked by the appointment of three institutional directors, including two representing HLD, Jean-Bernard Lafonta , and HLD Europe, represented by Julie Le Goff, and one representing Lema Valleur , André Novak. Two new independent directors, Mrs. Patricia Damerval and Sylvia Metayer , have also been appointed.
In 2024, your Board also set about stepping up its in-depth review of certain key issues for the Group, including quality and care indicators, CSR strategy, and the Group's financial position. The Mission Committee, set up following the adoption of the quality with a mission in 2023, continued its work. Nicolas Truel, Chairman of this Committee, will shortly be presenting the achievements of 2024 by his committee and their roadmap for 2025. As I do not wish to stand for re-election when my term of office expires at the close of this general meeting due to the early application of the age limit of 75 for the position of Chairman, the Board of Directors has initiated a review for the succession to this position of Chairman of the Board.
Following deliberations, the Board of Directors has decided that Sylvia Metayer, an independent director, will succeed me as Chairman of the Board at the close of this general meeting. I would like to express my deep gratitude for the trust you have placed in me over the years, and I would also like to thank all the members of the Board for their commitment, the management for their rigor and dedication, and all the Group's employees for their daily efforts. Hereby, dear shareholders, I want to again thank you for your attention, and I now give the floor to Sophie Boissard.
Thank you very much, Mr. Chairman. Ladies and gentlemen, dear shareholders, before presenting my activity report, I'd like to invite you to join me in watching a movie embodying our employer promise.
At Clariane, you can make all the difference, and you will see our employees make and made this movie.
Je suis ergothérapeute chez Korian depuis 11 ans.
Infirmière chez Inicea. Je suis la Directrice Générale du Groupe Clariane. Responsable d'agence chez Petits-Fils . Directrice d'établissement chez Korian depuis 3 ans.
Je suis auxiliaire de vie chez Ages & Vie.
Chef cuisinier et fier de mon métier.
Allons-y.
Je me sens engagée dans une mission. Ici, chacun a son rôle et se sent utile. Avec le Groupe, on a plus de moyens et on bénéficie d'un système bien organisé.
Chaque collaborateur peut vraiment mettre sa petite touche à travers ce qu'il est. J'ai vraiment eu carte blanche.
J'aime mon métier parce que j'adore m'occuper des autres, j'adore donner de moi.
La santé et la sécurité de nos collaborateurs sont au cœur de notre engagement. Nous prenons soin des auxiliaires de vie aussi bien que des personnes qu'elles accompagnent.
Et avec nos comités de direction, on responsabilise chacun.
Je travaille de manière proche avec les équipes parce qu'on aime qu'elles se sentent bien.
À travers tout ça, on donne le meilleur de nous-mêmes.
Si on a des soucis, on n'est pas tout seul, on est toujours aidé grâce au service social.
Tout ce que je fais avec le cœur, ça a réussi toujours.
Et ça, ça fait toute la différence dans notre travail au quotidien.
Chez Clariane, je me suis senti valorisé et accueilli dès le premier jour.
Rôti de bœuf sauce au poivre.
Oh là là, c'est pris par le chef.
J'ai commencé en tant qu'agent de service hôtelier. Aujourd'hui, je suis infirmière référente grâce à l'Université Clariane.
C'est une vraie opportunité d'évolution pour chacun d'entre vous, et c'est là l'un des piliers des engagements de notre entreprise à mission.
J'ai pris en compétence et surtout en confiance en moi.
Ce qui me touche, c'est qu'on nous aide à révéler nos forces.
Donc, moi, par exemple, j'ai commencé comme aide-soignant et aujourd'hui, me voilà responsable technique. Tout est bon.
J'ai intégré AGEVI il y a 12 ans en qualité d'auxiliaire de vie pour aujourd'hui occuper la fonction de Responsable Opérationnel.
Notre mission est de prendre soin de l'humanité de chacun dans les moments de fragilité.
J'ai vraiment envie de répondre à un besoin de la société.
Descendez les épaules et respirez.
Ce qui reflète notre engagement, c'est de pouvoir accompagner nos aînés dans un cadre bienveillant.
C'est de voir nos patients repartir en meilleure forme qu'ils sont arrivés.
On a la chance chez nous d'avoir de superbes partenariats locaux.
Toutes les semaines, je propose des menus régionaux aux résidents avec des produits du terroir.
Il n'y a pas que dans le soin qu'on fait la différence.
C'est vraiment comme arriver dans une maison.
L'éthique, on la vit au quotidien.
Quand je parle avec mon cœur, moi, je parle avec mon cœur, je vous l'ai déjà dit.
C'est une grosse famille, une grande famille, et je suis content d'en faire partie aujourd'hui.
Voilà, vous venez de le voir avec.
Wow, so as you've seen, with this movie, that was representative of the homes in France. Clariane is Europe's leading care service community with three complementary business segments in Germany, Italy, and Belgium with a network of 1,200 establishments in six countries. Thanks to this network throughout Europe, we have this recognized expertise in the care, health and support sector, and the density and diversity of our network contributes to Clariane's attractiveness as a benchmark employer in our sector. The Group, as Sophie has shown, knows it can rely on the commitment and professionalism of its 70,000 employees who, in 2024, have cared for almost 900,000 patients and residents.
With the implementation of the plan to strengthen our financial structure, the Group has had now for over a year a reinforced shareholder structure following the capital increases carried out in June and July 2024 with the arrival alongside Crédit Agricole Assurances and the Group's long-standing shareholders, and the arrival of HLD Europe, Flat Footers, and Lehman Valleur. Clariane-Dervaux has shown and recognized assets to fulfill the mission defined in its articles of association and to meet the challenges of the sector based on a good balance between the three business lines. Today, as you may know, Clariane is a pan-European Group.
Thanks to our dense network, we have the necessary scale to meet the major demographic challenges facing Europe, where 30 million people over the age of 75 live, which is a big increase, and it is going to grow still in the years to come. We operate in six countries. You can see the map here. We operate in six countries. Each active in our three core businesses, 800 local communities, and what's more, our platform is scalable and it relies on solid, trusted local partnerships to develop synergies around preference and a shared corporate culture. I would now like to look back at the four main achievements of the financial year, which are crucial for Clariane.
To start with, I would like to talk about our operating performance, which remains solid, even very solid, as shown by the quality of our non-financial indicators, and this thanks to the constant support of our teams, validating, if I may put it this way, the relevance of our strategic and economic model. Secondly, this allows us, this allows our financial performance to start recovering after the inflation shock we suffered in 2022, 2023, thanks to our sales growth, good cost control, operating margin, excluding property developments, and adjusted for the impact of disposals. Finally, despite a rather chaotic general context, we are fully executing the 2024-2025 plan, which was decided in 2023, designed to strengthen our equity capital and regain normal access to financing.
The first three parts of this plan, including the capital increases, are now behind us, and we are on time, and this is quite something, especially if we consider 2024. Now, regarding the fourth and final part of this plan, which is around EUR 1 billion of disposals to be completed by December of 2025, 60% has already been carried out or secured. Thanks to 10 or so transactions completed in 2024, amounting to just over EUR 500 million of disposals completed or secured in full, and the EUR 100 million corresponding to the six additional disposals completed in the first quarter of 2025.
Now, the fourth and final achievement of the year is the agreement reached with our banking partners, enabling us to adapt and extend our syndicated loan to 2029 and to set up a new real estate credit line for a total amount of EUR 775 million. I'll come back to this in more detail in a few minutes. Now, all of this, these four aspects of our operations, gives us a solid platform for 2025 to continue to improve our margins, actively pursue our debt reduction, and reduce our leverage with our local leverage expected to be less than—so this is the net debt on EBITDA—so to be less than 5.5x at the end of 2025. Let us now take a look at the key figures for 2024.
Now, sales to start with, it's roughly EUR 4.3 billion, up 6.6% on an organic basis, confirming the strength of our business model. The EBITDA pre-IFRS 16 and excluding the scope of business sold, came to EUR 605 million, an increase of 1.2%, slightly above the guidance we had given, and excluding the contribution from our property development activities, which wasn't that important, but the growth is 9.2%. The pre-IFRS 16 EBITDA margin is 11.3%, an increase of 30 basis points, excluding properties, as we said, and this result can be attributed to organic growth in sales and firm grip on operating costs. Our pre-IFRS 16 net profit from continuing operations is back in the black at EUR 5 million in 2024, compared with a loss of EUR 49 million in 2023.
The net profit attributable to equity holders pre-IFRS 16 was a loss of EUR 20 million compared with a loss of EUR 63 million in 2023, and this loss is due to the capital loss on the disposal of the Les Essentielles Services Residences business, which was sold in France at the end of June 2024. Let's now move on to the right-hand side of the board, the cash flow statements. Operating cash flow generation will reach EUR 400 million in 2024, compared with EUR 288 million in 2023, with a significant improvement in working capital of EUR 84 million. The net financial debt, excluding rental debt, IFRS 17, was reduced by EUR 409 million- EUR 3.5 billion at the end of December.
As a direct consequence of this debt reduction, the whole cost leverage ratio will fall from 6.2x at the end of 2023 to 5.8x at the end of 2024, an improvement of 40 basis points. In line with the agreement reached with our banks, we will henceforth be reporting this ratio, which is simpler to interpret and takes all debt compartments into account. Grégory Lovichi will come back to this point later on. Now, the value of our property portfolio stands at EUR 2.6 billion against the backdrop where the downturn in capitalization rates has stabilized. These various results testify to the success of the actions undertaken in 2024 to strengthen the Group's financial structure and put it back on a path of controlled growth and value creation.
Following on from our financial performance, I would like to highlight the progress made by Clariane in terms of non-financial performance and CSR policy. As you know, this is the basis of our activity and the basis of our operational model. I'd like to start with the social performance indicators. First of all, with regard to our patients, our recommendation score, NPS, which we measure thanks to Ipsos carrying out a certain number of surveys in our various establishments and talking to our patients and their families. This score reached +44 again this year, by far the best score in the sector in our various countries and activities, which is quite a feat. Then, for the second year running, Clariane has been awarded Top Employer Europe 2025 certification.
We are the only company in the sector to receive this recognition for the quality of our HR policy, and we are very, very proud about this. We are continuing to strengthen our policy regarding training for qualification, as you saw in the movie at the beginning of this meeting, with a record 13% of employees taking part in a training program leading to a qualification this year. The benefits of these initiatives are twofold. Firstly, they enable us to meet our needs for skilled labor through our own training programs in markets that are in short supply in all our countries. Secondly, they enable us to guarantee our loyal employees' prospects for promotion. As a result, half of our site managers and deputy site managers are promoted from within, and we aim to reach 75% by 2026.
Occupational health and safety indicators are also evolving favorably, with the frequency rate of workplace accidents falling to 31 in 2024, compared with 37 in 2023 and 41 in 2022. This just shows the success of our various prevention actions and reminders that we ensure are made in the establishments on a daily basis. Finally, in terms of gender diversity, as you also saw in the movie, women are very present in our establishments. We have exceeded our 2024 targets with 53% of women in top management and 38% on group and country management committees. We are very happy about these results, and we see this represented all over the board. Even though the top management is only at 38%, where we had wished it would go over 40%.
Anyway, in terms of environmental performance, Clariane reached a key milestone with the validation in June 2024 of our greenhouse gas emission reduction targets by the Science-Based Targets Initiative (SBTI). By the end of 2024, our CO2 emissions related to energy consumption had decreased by 15% compared to 2021, in line with the trajectory set for minus 27% for 2026. Finally, with regards to governance, which is an essential condition for our performance, especially in a business as sensitive and exposed as ours, I would like to highlight two important developments that took place during the 2024 financial year. Firstly, the changes that have taken place within our Board of Directors. The Chairman mentioned this, and Anne Lalou will be saying more about this in a few moments.
I also want to talk about the work carried out by our mission committee, and I would like to thank its chair for their group. The mission committee represents the geographical area of Clariane, and they also cover all our activities. I really want to say that this mission committee makes an essential contribution to defining our priorities and accurately measuring our performance once again this year. It will present its work at the conclusion to the general meeting, but I really want to thank them for their work. It is quite something. Allow me now to propose that we look together to finish this part.
We'll show a few images of very concrete initiatives in our different networks, which have enabled us to attain these results and this dynamic 2024. We are fortunate today to belong to a group which has put in place a solidarity fund. Thanks to the solidarity fund, you are no longer alone. Oscar is a very popular health mascot. He's very recognizable, and we use him regularly, developing the skills of our staff. The lessons I followed were quite in line with my expectations. I've gained in autonomy and skill sets, and especially in confidence in myself.
The Korian Golden Prize recognizes the capacity of innovation and the agility of our whole team, making a difference around me. Clariane becomes the first company in the sector to be certified as a top employee Europe. When you go together, you go faster. The pink day is a fantastic opportunity to come together and to contribute to a healthier future all together. Approximately 80% of our staff are women.
The likelihood that one of them will be victims of violence is very high. That's why the Orange Campaign, Orange the World, is so important. The Valencia floods, the flag program. This event has enabled us to bring together the different members of the medical community for rehabilitation of three countries: France, Italy, and Spain, notably as well as the players in Nouvelle-Aquitaine, in the southwest of France. Creativity, innovation, future. Collaborating with the students of the design, the European Institute of Design, enables us to highlight their knowledge and to build efficient solutions all together. It was a pleasure to take part in the bathrobe challenge and to raise awareness of the demand for that. I have to say that the 24th edition was one of the most beautiful of the MEL Express races, Alzheimer's Conference in Italy.
The final of the family recipes, the positive care days enable us to build links and relationships between residents, patients, and society. Through these few initiatives of our network, you can see through our different CSR policies, which are rolled out, even if they have a single model and philosophy, but they integrate the cultural specificities and initiatives which can be taken in each of our communities. We are looking all together to be in line with taking care of the humanity of each person in the moments of humanity and to really ensure that our five engagements are ideal to the ones you know: consideration, fairness, innovation, notably from a medical and care point of view, proximity, and sustainability.
Now, allow me to proceed with this report, looking more specifically at this major plan for the future of the Group, which is reinforcing the financial structure, which was announced on the 14th of November 2023. I'll finish with the perspectives for 2025 and midterm ones.
On the 4th of November 2023, in the context of a sudden closing to the access of financing markets of the Group, we decided to launch a plan to reinforce the financial structure of our Group that takes four parts: first, immediate actions to reinforce our equity and a program of divestment looking to reduce at once the debt levels of the Group and its leverage. This plan, which was scheduled to finish at the end of 2025, this very year, had a main objective to enable our company to find again normalized access to loans one year down the line.
Where are we at? This plan is being rolled out absolutely in the roadmap that we defined back in November 2023. As you know, the actions looking to reinforce the equity of the plan have been carried out in 2024 successfully, with at once the capital increase of EUR 329 million and the real estate partnerships, which were carried out right from the end of 2023 for EUR 230 million. Remains now to finalize the program of divestments of assets, which is well before, as I said, a lot already done for 2024, with over EUR 100 million for the first quarter 2025, with regard to this objective of gross sale of approximately EUR 1 billion.
Through this program, we are looking to refocus the Group on its geographies and its core activities and to accelerate the level of debt reduction. The whole company needs to bring this level down to under £5 billion by the end of 2026. In 2024, we sold the British activities and the home hospitalization ones here in France, and we also sold several assets in our real estate portfolio, and they all took place in good market conditions. We know the context of the market with multiples of transactions, which are in line with between 11 and 13x the EBITDA of 2024. Since the beginning of 2025, we have carried on the implementation of this program in line with our strategy of recentering our activities and geographical concentration.
We secured in the first quarter three to six other ones, which are some 15 establishments: health, socio-medical in France, Italy, and Germany for an amount of just over EUR 100 million. We are pursuing, as we are speaking, different processes with regard to size and different geographies in order to be able to finalize this program of divestment of assets and in order to attain our objective, which is, as I said, approximately EUR 1 billion by the end of 2025.
In parallel to this plan, we have looked at, during the second semester 2024, to work on our syndicated loan, which was due for maturity in May 2026. Originally, the objective which is done with that was twofold. First of all, we needed to review the conditions of anticipated reimbursement should we be selling assets because of the amplitude of the exceptional plan launched in November 2023.
We also needed to extend our maturity loans to get again more visibility and to have normalized access to the debt markets as a whole. If I start with the first objective, to review the conditions of reimbursement, anticipated ones, our syndicated loan had initially scheduled that 75% of the sales would be allocated to the reimbursement of the banking maturities, and they were defined before the launch of this divestment program for EUR 1 billion. We absolutely need to rebalance that to avoid that the practical totality of the incoming money be going towards reimbursing the banks rather than for the health of the company. The agreement, which was negotiated with the banks in the first semester and finalized in February 2025, brings us down to 40% of what needs to be allocated to the reimbursement of banking maturities.
We then committed to reduce our RCF and to reduce the global amount of the banking facility to EUR 625 million. Added to that, there was a line of EUR 150 million of mortgage, which was implemented in parallel. In the context of this new agreement, we also decided with our banking partners to replace our different operational leverage ratios and loan- to- value, complex to read by our whole- co ones, which aggregates all the corporate indebtedness to bring it in line with EBITDA. It's from that whole- co lever that we communicate henceforth. The financial conditions of this syndicated loan, the renewed one, are now also indexed on extra financial indicators, which enables us to reinforce and be totally aligned with our commitments, such as I detailed previously.
This agreement of extension and rebalancing of our principal banking facility at the horizon 2029 is major for the Group because it enables us to have normalized access to the debt market, the loan market. That was one of the main objectives of the one launched in November 2023. It's a fantastic accomplishment for the fiscal year 2024 to have moved forward with that objective. I want to thank our 22 banking partners for the rapid dynamic with which we have carried out the negotiations altogether. I would like now to conclude my report by a quick words with regard to our perspectives looking at 2025 and beyond. We're looking at the 2023-2026 midterm for 2025.
We confirm the trajectory of growth and improvement of the performance of the Group by anticipating an organic growth of the result of around 5%, sustained at once by prices and volumes, notably in France and Germany, and by the upramping of the newly opened establishments in Spain and Italy. So that, with a good control of our operating charges in a context where inflation has decreased, is going to support our EBITDA increase, which is expected between 6% and 9% pre-IFRS, which will bring us an increase in our margin rate.
We are looking from a financial point of view with this performance, operational performance, and also the impacts of the plan of our financial reinforcement, notably the final component of the divestments, a whole- co under 5.5% and the financial objectives which I am detailing, of course, accompanied by extra financial components which are absolutely in line with the preceding ones. We want to maintain a high score of net recommendation over + 40. We also want to maintain our efforts with regard to trainings with diplomas, over 7,000 staff involved. We want to, of course, reduce our carbon footprint and our accident frequency on the right. Now, if we look at our objectives midterm 2023-2026, we confirm the objective on those four years of organic growth of the result of approximately 5% CAGR.
Over the same period, we're looking to improve the margins with a progression of between 100 and 150 basis points on the EBITDA margin for 2026. Given also the scope and the divestments taken into account, whole- co lever, we're looking to be under 5 x by the end of 2026, helped notably by the consolidation of the financial structure of the Group and the recovery of the operational accomplishments. Our CSR objectives are also unchanged. You can see this plan, the reinforcement of the financial structure, the dynamic of activities linked to the quality of our portfolio.
Our expertise and know-how enables us now to be looking at 2025 at once with confidence and a little focus, of course, whatever is occurring around us geopolitically or politically with regard to the territories where we are present and more so than ever before, whereas the stakes of access to healthcare and the chronic diseases and illnesses, which are at the heart of all the countries where we are, both socially and economically, we remain as a community totally committed more so than ever before with regard to our mission, which is to take care of everybody's humanity in their moments of fragility. I would like to conclude this activity report by thanking profoundly the work carried out, from my point of view, absolutely exemplary with the chair of our board, Jean-Pierre Duprieu.
Thank you, Jean-Pierre, who is now stepping down after this General Assembly, after his third mandate indeed. I would like to say to what extent I am so delighted in this prepared transition phase to be working with Sylvia Metayer. I know that both of them are totally invested in the values, the mission, and the performance in all its dimensions of our company and its communities. Allow me now to give Grégory the microphone for the presentation of the financial results. Thank you.
Thank you. So these are the presentations of 2024 results with our activities in each of our regions. On this slide, you can see how growth is balanced throughout our different geographical zones, which show the robustness and diversification of the model, the business model of the Group. In France, the organic progression is 5.5%, which shows three dynamics which are quite different.
The retirement homes, the medicalized ones, are half of our assets in France. The prices and volumes have helped to that. We are also seeing a strong dynamic of growth with regard to home services, whether it's equity fees in the urban areas or shared lodgings outside, and less growth for the other parts, which takes the different elements with regard to the points. Germany, now there's volume and tariffs after the strong penalization linked to inflation that we suffered with regard to operating costs, which was amplified further by a delay precisely in the rates. But now we're at normative profitability levels. I'm well positioned looking ahead. Benelux, good dynamic there with growth in their activities in all segments, and notably the opening and the ramping up of new capacities in the Netherlands. Italy, it's at full capacity there, well mature.
Growth today is in the sanitary services and activities financed by health complementary bodies. That's where growth will be found in the future. Spain now has the biggest organic growth carried by three engines: recovery in retirement homes, medicalized ones, the upramping of the establishments which are specialized with a good contribution of home hospitalization, and the openings in the different regions for medical social. So minus 5% in that region, it's because of the United Kingdom results. So we are refocusing on the strongest markets for this group per segment. Now, the growth of the turnover in 2024 reflects the balanced dynamic on all activities of the group with organic growth of 6.6%. The activity of medicalized retirement homes represents 62% of the turnover, has an organic growth of 7.2%.
This growth is very well balanced between volume and prices, with on the one hand, increase in occupancy rates of two points in the sector, which is normalizing itself and the favorable impact of specialization, which is growing more medical concentration in geriatrics and the tariffs, which take into account the complexity and now establishments for specialized establishments for healthcare, which represents just a quarter of the turnover, 9%, 3.9% in organic growth. Ambulatory is up, but destabilized in 2024 because the tariff framework was changed. This framework, which specializes the specialized ones, but is better for the other ones. Finally, the last segment, services at home and shared accommodation, representing 12% of our volume of activities, has the highest organic growth with an increase of 9.4%. This progression is driven by the equity fees network and its successes.
The performance of the Group also demonstrates the complementarity of its portfolio, which enables it to capture the growth in all segments and to have a balanced performance level. Occupancy rates now, which is a major indicator within our activities, retire medicalized retirement homes. As you can see, we're starting from the low point of 2022, which is post-COVID, exit of COVID in 2024. The average occupancy rate is beyond 90% with a continuous growth in all regions. This trend accelerated at the end of the year with an average occupancy rate of 91.4% in December 2024, an increase of two points year on year. We have two types of networks in our portfolio today, networks which have found an occupancy rate which is maximal in Italy, Spain, and to a lesser extent in Belgium.
The networks are such as Germany and France, which are going to continue growing and which have capacities to develop with dynamic activities, notably with geriatrics with longer stays. There's also more specialization that we see in this division with regard to major dependencies. So a lot of potential of growth on board and notably with regard to the accompaniment for the end of life patients. In 2024, three complementary dynamics explain the growth of the volume for EUR 122 million, a progress of 2.5% year on year, carried majorly by the increase of the occupancy rates in the medicalized retirement homes and the good dynamic of the health activities both in France and Spain and the development of services at home in France.
The mix price and case mix plus EUR 204 million, a growth of 4.1%, notably with prices having been increased in all regions, notably in retirement homes and more specifically there in Germany. This positive impact compensates the negative impact of the scope change, which represents minus EUR 91 million because first off of the divestments in all our geographies and the decrease in activity linked to the real estate operations. This dynamic illustrates the solidity of the model of the Group, which combines increase of the volumes, tariff readjustments, and refocusing on priority markets. The performance of the EBITDA in 2024 reflects contrasted geographies results in France.
The EBITDA margin has been down by 70 basis points outside real estate, down first because of lesser contribution of the real estate contribution and also the impact of the SMR, the medical care and rehabilitation, plus 21% in Germany, though carried by the EBITDA, thanks to the tariffs which have been increased and increase in occupancy rates, but also the results of the operational plan, which has enabled a recovery moving from 240 basis points. Benelux has a slight contraction of the margin in spite of solid growth of 7.2%, whereas Italy sees its profitability up by 30 basis points with high occupancy rates. Spain, good increase there, better performance of the activities at group scale. The EBITDA margin is at 21.8%, down 50 points because of the divestments, but a margin plus 30 basis points if we exclude the contribution of real estate development.
That is also thanks to the growth of activities, the control of our operating costs, and the effects of the rebound in Germany, the evolution of EBITDA. There's outside pressure which increases the evolution of volumes has contributed EUR 30 million, the price effect of EUR 204 million carried by the tariffs which have increased in all geographies. Its impact is neutralized by cost inflation, which accounted for EUR 171 million, mainly due to high consumer spending in France, Germany, and the Benelux countries and the end of COVID subsidies in Germany. The net impact of these factors on EBITDA was EUR 21 million, with no effect on margin. The change in the scope of consolidation marked by asset disposals in Europe had a negative impact of EUR 17 million. Lastly, the lower contribution from property development activities accounted for EUR 53 million.
All in all, Group EBITDA came to EUR 605 million with a margin of 11.5%, down 70 basis points compared with 2023, but up 30 basis points, including property and divestments, confirming the resilience of the business model and the Group's ability to offset some of the inflationary pressures. Let's move on to cash analysis. Cash generation 2024 enabled a significant reduction in net debt, which fell by EUR 435 million over the year of EUR 109 million, excluding IFRS 17. Operating cash flow rose by EUR 112 million over the period, helped by a significant improvement in working capital requirements and discipline in our maintenance investments and was a primary factor in the reduction in net debt.
This improvement was also driven by the implementation of the plan to strengthen the financial structure with the net proceeds of the capital increases carried out in June and July 2024, and the disposals completed during that fiscal year. The reduction in development and M&A investment has also contributed to this trend, with CapEx falling to EUR 184 million from EUR 315 million in 2023. Overall, excluding maintenance investments, the Group has invested around EUR 240 million. Net of sales and lease backs, this amount is slightly below EUR 200 million in line, indeed, with our expectations. The cash impact of net proceeds from disposals generated EUR 391 million, reinforcing the Group's ability to reduce its debt. However, some factors partially offset those positive effects. First off, dividends and other payments increased, mainly due to the deconsolidation of AGV.
Financial expenses rose sharply, although 2023 had benefited from the unwinding of the interest rate hedge. Finally, the contribution from property partnerships was lower, and the repayment of the ORA of EUR 90 million linked to the disposal of the UK businesses also weighed on free cash flow. Overall, this improved financial structure has enabled the Group to reduce its debt whilst maintaining a level of investment absolutely adapted to the development needs and debt reduction objectives. The gross value of the property portfolio stood at EUR 2.612 billion at end 2024, down EUR 395 million year on year. This decrease was mainly due to a negative consolidation scope effect of EUR 309 million resulting from asset disposals in the UK, the Netherlands, and other countries, notably Spain, France, and Belgium.
Developments in the property market also had an unfavorable impact of EUR 150 million on the gross value of our portfolio, combining positive indexation of EUR 59 million and an increase in the capitalization rate to 6.4% from 5.94% as of December 31st, 2022, resulting in a negative value adjustment of EUR 203 million. Investments over the year totaled EUR 64 million, helping to maintain and modernize the property portfolio. This development is in line with the Group's strategy of refocusing and optimizing its property portfolio whilst maintaining a prudent approach to investment and asset management. The Group's financial structure improved significantly in 2023-2024, with a significant reduction in whole- co leverage from 6.2x at end 2023 to 5.8x at end 2024. This improvement was driven by the positive impact of capital increases and disposals completed during the year.
The OpCo leverage has remained stable, 3.8x , while the LTV, loan- to- value ratio, has fallen significantly, moving from 61% in 2023 to 57% in 2024, which reflects a reduction in our level of debt. This trajectory confirms the Group's ability to strengthen its financial structure and secure its refinancing commitments in a persistently demanding environment. The maturity profile of debt has been strengthened by extending maturities, giving the Group greater visibility over its financial structure. The maturity of the syndicated loan and the new property financing has been extended to May 2029, subject to the repayment, refinancing, or extension, indeed, of the EUR 300 million of debts before February 2027, as well as EUR 480 million of scheduled maturities before May 2028. This proactive management enables us to extend the average maturity of our debt and secure the Group's financing.
Let's move on now to a brief presentation of sales to the 31st of March 2025. In the first quarter of '25, the Group posted consolidated sales of over EUR 1.317 billion, representing growth of +0.7% on a reported basis and +4.8% on an organic basis. The difference between reporting and organic performance is due to the impact of the divestments carried out in '24 as part of the plan to strengthen the Group's financial structure. It should also be noted that performance in the first quarter of '25 was impacted by a lower number of working days than in the first quarter of '24, '24 being leap year. Adjusted for this factor, organic growth was +5.5%. This dynamic performance confirms the solidity of the Group, which boasts a diversified portfolio, as I was saying previously, in terms of both businesses and geographies.
All regions posted solid organic growth in the quarter, with Germany notably posting the best performance at +8% thanks to its recovery program driven by sustained growth in business volumes and the continued catch-up of tariffs initiated in 2023. A few words about France, more specifically about the medicalized nursing homes, +2.9% on an organic basis, supported by price adjustments. They're troubled by the particularly rapid spread of the influenza virus in 2025, and despite a significant increase in new arrivals compared with previous years, the average occupancy rate remained virtually unchanged at 87.4%. It should be noted that the occupancy rate was 88% in the first quarter of 2025, excluding beds temporarily unavailable due to programs of renovation and improvement. With regard to the segments and the evolution, the sales growth was also well spread across our balanced portfolio.
The medicalized nursing home businesses, which accounted for 63% of Group sales this quarter, grew by 5.6% on an organic basis and by 6.3%, excluding the leap year effect. This growth was driven by a continued rise in business volumes despite the impact of a major flu epidemic this year and by price increases. The specialized healthcare facilities and services segment accounted for around 25% of the Group total, with organic growth of 1.4% and 2.2%, excluding the leap year effect. It should be noted that sales in this segment in France remain virtually stable, reflecting an increase in volumes linked to the strong growth in outpatient activities, up by 24%. The basis for comparing prices was temporarily unfavorable as the annual price indexations came into effect on April 1st, 2025.
Sales by the home and shared habitat, which includes the Petit Fix and AGV brands, accounted for 12% of the Group total, with the highest organic growth at 7.8% and 8%, excluding the leap year effect. Once again, reported sales down due to changes in the scope of consolidation. By nature, sales growth of +4.8% on organic spaces resulted from an increase in volumes of +1.1% for a net amount of EUR 13 million, increasing the volumes of days built on mature networks and commissioning of additional capacity, and of a positive price impact of +3.7%, which is EUR 47 million across all regions, notably in France, Germany, and Belgium, Netherlands. A negative structure effect of -4.1% to -EUR 51 million. I thank you for your attention.
Thank you very much. Thank you very much. Thank you, Madame, Boissard, and Mr. Lovichi for your presentations. I would now like to present the composition of the and the work of the Board of Directors and its committees. The company's Board of Directors is displayed on the screen. In addition to myself and Sophie Boissard, who is the Managing Director, the Board of Directors comprises the following 14 members. Five institutional directors: Predica, represented by Florence Barjou; Mr. Matthieu Lance ; HLD Europe, represented by Julie Le Goff; Mr. Jean-Bernard Lafonta; and Andrée Novak . Then we have seven independent directors: Guillaume Boutin ; Dr. Jean-François Brin ; Mrs. Patricia Damerval ; Anne Laloux; Philippe Lévêque; Sylvia Metayer ; and Dr. Markus Müschenich . Two directors representing employees: Mrs. Marie-Christine Leroux ; and Mr. Gilberto Nieddu .
The Board adheres to the highest standards of corporate governance and complies with the recommendations of the AFEP-MEDEF Code in terms of the independence of its members. 57% of the directors are independent, with the meaning of this code bearing in mind that directors representing employees are not counted when establishing this percentage. The composition of the Board also respects the principle of parity, with 43% female members and 57% male members. The Board has a strong international component reflecting the image of the Group. 73% of directors have or have had international experience. The Board brings together a wide range of complementary expertise in a variety of high-level fields to enable realistic and effective decision-making on the Group's challenges. The average age of directors is 56.
In accordance with our company's or your company's, so to say, Articles of Association, at least two-thirds of the members of the Board are aged under 70. In accordance with the legal statutory provisions, your Board includes two directors representing employees. The Board of Directors met 15x in 2024 with an attendance rate of 92%, demonstrating the strong commitment of its members. Two strategic seminars and one executive session were also held during the year, and one executive session during the second. At these meetings, the Board carried out all the work required of it under its terms of reference. Virtually all issues were examined by one of the four specialist committees set up by the Board. This ensures the right level of discussion, debate, and decision-making during deliberations as close as possible to the Group's operational reality and concrete challenges.
The Board's work was enriched by regular, high-quality discussions with management, which was accessible and available. It is the right mix and level of expertise of each of the committees and the commitments of the committee chairmen that enable the Board to have a high level of confidence in the committee's recommendations. As in previous years, the Board focused on strategic issues, and I would like to briefly review the activities of each of the Board committees. Now, you can see here on the screen the Audit Committee, which complies with the recommendations of AFEP-MEDEF , and which is chaired by Guillaume Boutin . The committee, which met 11x in 2024 with an attendance rate of 97%, closely monitored the implementation of the various aspects of the plan to strengthen the financial structure, as well as work on the CSRD.
You can now see on the screen the Remuneration and Appointments Committee, which complies with the recommendations of the AFEP-MEDEF Code. It is chaired by Anne Laloux, who will be speaking in a few minutes, to present the resolutions relating to the remuneration of your corporate officers and renewal and appointment of directors. The committee met 11 x with an attendance rate of 98%. The screen now shows the composition of the Investment Committee, which is chaired by Predica, Florence Barjou . This committee, which met 14 x in 2024 with an attendance rate of 96%, mainly monitored the implementation of the disposal plan as part of the plan to strengthen the financial structure. The screen now shows the membership of the Ethics, Quality, and CSR Committee, chaired by Philippe Lévêque.
This committee, which met 4 x in 2024 with an attendance rate of 94%, monitored the quality indicators, reviewed the indicators and targets of the 2024-2028 CSR roadmap and the climate trajectory. I would now like to invite Anne Laloux, who is Chairman of the Remuneration and Appointments Committee, to present to you the draft resolutions on the reelection and appointment of directors and the remuneration of the company's corporate officers. Anne, you have the floor.
Ladies and gentlemen, dear shareholders, to start with, I would like to extend a very warm welcome to you all. I'm delighted to be speaking as the Chairwoman of the Remuneration and Appointments Committee of Clariane's Board of Directors. First of all, as Mr.
Jean-Pierre Duprieu indicated earlier, in accordance with his wish to not see his term of office as director renewed at the general meeting due to the early application of the statutory age limit of 75 for the position of Chairman of the Board of Directors, we have begun to consider the succession to this position of Chairman of the Board. Following this work, the Board of Directors, on the recommendation of the Renewal and Appointments Committee, which met on March 21st, 2025, chose Mrs. Sylvia Metayer , an independent director and member of the Board of Directors since June 2024, to succeed Mr. Jean-Pierre Duprieu as Chairman of the Board of Directors at the close of this general meeting. On behalf of the Board of Directors, I would like to express our warmest thanks to Mr.
Jean-Pierre Duprieu for his major contribution to the quality and stability of the Group's governance, firstly as an independent director from 2016 to 2020, and then as chairman of the Board from 2020 to 2025. On behalf of the Board again, I would like to reaffirm our full confidence in Sylvia Metayer and Sophie Boissard, Managing Director, to continue to work together in the interests of the Group and its stakeholders. We will continue with the renewal and appointment of directors now. In accordance with the recommendations of the AFEP-MEDEF Code, your company's Articles of Association provide for a term of office of three years for its directors with staggered terms of office and renewal by thirds.
By way of exception, in order to allow the staggered renewal of directors' terms of office, the general meeting may appoint one or more directors for a term of one or two years. The terms of office of Jean-Pierre Duprieu, therefore, also Mr. Jean-François Brun and Monsieur Philippe Lévêque, and myself, actually, expire at the close of this general meeting. As indicated, Jean-Pierre Duprieu did not wish to stand for reelection. Dr. Jean-François Brin has also indicated that he does not wish to stand for reelection at this general meeting. By voting in favor of resolution 10, you are being asked to renew my term of office as director for a period of one year, expiring at the close of the general meeting called to approve the financial statements for the year ending December 31st, 2025.
By voting in favor of resolution 11, you are asked to renew the term of office of Monsieur Philippe Lévêque as a director for a period of three years, expiring at the close of the general meeting called to approve the financial statements for the year ending December 31st, 2027. I would now like to propose the appointment of a new director. As I mentioned earlier, Dr. Jean-François Brin, whose term of office expires at the close of this general meeting, did not wish to be reelected. On behalf of the Board of Directors, I would like to thank Jean-François Brin, whose experience and judgment have made a significant contribution to the Board's discussions throughout his term of office. By voting in favor of resolution 12, you are asked to appoint Mr.
Olivier Bogliot, Sanofi's executive vice president, General Manager North America, whose biography appears on the screen, as a director to serve for a term of three years, expiring at the close of the general meeting call to approve the financial statements for the year ending at 31st of 2027. I will now let Olivier Bogliot introduce himself.
Thank you, Anne. Ladies and gentlemen, I'm really happy to be here with you today. Very briefly, just to say a few words about my background. I'm an economist by trade, a doctor in economy, with a special mention for health, and I also have a scientific training. I also have a certain number of work experiences. I worked as an advisory person. I worked for a certain number of government agencies. I also worked for the Paris local government. I also worked for Nicolas Sarkozy's special cabinet.
I then went back to the pharmaceutical industry, where I worked for Sanofi for a couple of years. I namely was France's CEO, and I am now in charge of the general medicine branch in North America. I worked a lot in regulated sectors. I have an experience as an executive, and I also have an experience internationally. I hope that at the close of this general meeting, I will be able to help Clariane continue its mission. I share Clariane's mission, and I am very happy to be part of this adventure. Thank you very much.
Thank you very much, Oliver. In addition, two employee directors are members of the Board of Directors. The first employee director is appointed by the trade union organization that received the most votes in the first round of elections. This organization appointed Marie-Christine Leroux as the employee director.
Her term of office expires at the close of this general meeting. This trade union organization has appointed Mr. Kévin Caparsi to succeed Mrs. Marie-Christine Leroux. On behalf of the Board of Directors, I would like to thank Marie-Christine Leroux for her professional experience and her contribution to the Board's discussions throughout her term of office. I would like to invite Mr. Kévin Caparsi to introduce himself.
Hello everyone. I would like to thank you for welcoming me as a Director to represent Clariane's employees. Listen, I know the company quite well. Even though I'm very young, I've actually spent most of my working life here. I started 10 years ago as a Deputy Site Manager in the south of France and in a few other sites in the south of France. I am currently a Regional Manager.
I have an experience in our two main activities and as chair of the chorus plan, I have a good knowledge of the affairs. I'd like to thank Marie-Christine Leroux, who for many years has represented in a very committed manner employees. Thank you very much for your work, and thank you for giving me this opportunity.
Thank you, Mr. Cafarzi, for this. The second employee director is appointed by the European Committee. The committee appointed Mr. Gilberto Nieddu . His term of office expires at the close of this general meeting, and the European Committee will therefore appoint an employee director in the near future. I will now present resolutions 4 to 9 on the remuneration of corporate officers. You are invited to vote firstly on the remuneration paid in 2024 or awarded in respect of the same financial year to the executive directors.
The information on the remuneration of all corporate officers presented in the corporate governance report, and lastly, the remuneration policy for 2025, from which remuneration components may be paid or allocated to corporate officers. Under resolutions 4 and 5, you are asked to approve the remuneration paid in 2024 or awarded in respect of the same financial year to Sophie Boissard, who is Chief Executive Officer, and Jean-Pierre Duprieu, who is Chairman of the Board of Directors, in accordance with the remuneration policy approved at the previous general meeting. Firstly, resolution 4 concerns the remuneration paid in 2024 or awarded in respect of 2024 to Sophie Boissard in her capacity as CEO.
As a reminder, the remuneration structure of our CEO for 2024 financial year consists of a fixed remuneration of EUR 520,000, a variable annual remuneration of up to 100% of fixed annual remuneration if she meets the performance criteria, and up to 150% of her fixed annual remuneration if she outperforms. And also, a long-term variable remuneration in the form of allocation of free shares subject to attendance and performance conditions, which may not exceed at the time of allocation the equivalent of 140% of the annual fixed remuneration due in respect of the financial year during which the performance shares are allocated, and other benefits as shown on the screen.
Sophie Boissard's remuneration in 2024 comprises a fixed remuneration of EUR 520,000, a variable annual remuneration set by the Board on the recommendation of the Remuneration and Appointment Committee at EUR 443,000, representing 85.3% of Sophie Boissard's fixed annual remuneration. The Board of Directors noted the level of achievement of financial criteria, as well as the very good level of achievement of the extra financial criteria, which demonstrates the depth of the work undertaken in recent years on these subjects and the solidity of Clariane's extra financial performance. The Board also assessed the extent to which the qualitative criteria had been met and considered that the capital increase had been carried out extremely well within the tight timeframe, resulting in a robust and balanced new shareholder structure.
The Board also considered that the stabilization of the Group's organization had been very well achieved, in particular through the appointment of a Deputy Chief Executive Officer, the successful transition within the finance department, and internal promotions within the management team. With regard to the criterion on completion of the disposal plan, the Board considered that disposals carried out in 2024 had been carried out under good conditions despite complex market circumstances, and that these transactions had been carried out while maintaining a good social climate and without compromising the quality of the transactions. Long-term variable compensation through the allocation to Sophie Boissard of a maximum of 414,814 performance shares, with a vesting date of August 5th, 2027.
These shares were granted subject to compliance with the condition of presence and performance criteria, as follows: 60% of remuneration is based on financial criteria, including 20% on sales, 20% on free cash flow from operations, and 20% on financial leverage. 40% of remuneration is based on non-financial criteria, including 10% on the NPS, 10% on the reduction of energy-related CO2 emissions aligned with the revised targets of the SBTi, Science-Based Targets Initiative, on scopes 1 and 2, 10% on employee commitment, and 10% on gender diversity within Group and Country Management Committees. No exceptional compensation was paid in 2024. In addition, no payment was made in 2024 in respect of the non-competition indemnity or the severance indemnity. Benefits incurred were valued at EUR 17,143. The fifth resolution relates to the remuneration paid in 2024 or awarded in respect of the same financial year to Mr.
Jean-Pierre Duprieu, Chairman of the Board of Directors. As a reminder, the remuneration policy for the Chairman of the Board of Directors for 2024 financial year only provided for a fixed salary unchanged since 2015, and exceptional remuneration in certain precisely defined cases. As no exceptional remuneration was paid, Jean-Pierre Duprieu's remuneration for 2024 consists solely of a fixed salary of EUR 340,000. In the sixth resolution, you are invited to vote on the remuneration of all corporate officers, including directors. The overall amount of remuneration awarded to directors in respect of 2024 was EUR 500,000, in accordance with the remuneration policy set for the 2024 financial year. Secondly, under resolutions 7, 8, and 9, you are asked to approve the remuneration policy for the Chief Executive Officer, the Chairman of the Board of Directors, and the directors for 2025.
The seventh resolution concerns the remuneration policy for the CEO for 2025. The Board of Directors on the 5th of August 2024 decided, on the recommendation of the Remuneration and Appointments Committee, to renew the appointment of Sophie Boissard as CEO for a period of five years from the expiry of her term of office from the 1st of January 2025 to the 31st of December 2029. On this occasion, a study of the level of remuneration of executive directors of comparable companies was carried out by a specialist firm, Mercer, on behalf of the Remuneration and Appointments Committee, on a panel of SBF 120 companies with a similar 2023 sales profile to that of the Group.
In particular, the study showed that the total remuneration for 2023 of the company's CEO, including the value of the performance shares awarded in respect of the 2023 financial year, was well below the first quartile of the panel. Each element of the CEO's 2023 remuneration, fixed annual salary, variable annual salary, and long-term variable, was also taken individually, significantly below the first quartile of the panel. In light of the study, the Board of Directors has therefore decided, on the recommendation of the Remuneration and Appointments Committee, to increase the total remuneration of the CEO, as shown on the screen. Increase in fixed salary from EUR 520,000-EUR 600,000 for the duration of the new term of office.
Maintain unchanged the proportion of variable annual remuneration compared with the fixed annual remuneration, with a ceiling of 100% of fixed annual remuneration in the performance criteria if the performance criteria are met, and 150% if outperformance is achieved on all categories of criteria, as well as the allocation between financial, non-financial, and qualitative criteria, namely financial criteria 50%, including EBITDA 20%, 15% organic growth, and the leverage ratio HOCO ratio for 15%. Extra financial criteria 30%, with patient resident relative satisfaction, so the NPS 8%, a composite indicator of quality of care for 7%, including the percentage of pressure source acquired, the percentage of passive restraint measures, the percentage of residents with a personalized project energy intensity by 5%, the frequency rate of accidents at work for 5%, and the training courses leading to qualification 5%.
The qualitative criteria, which account for 20%, relate to the continued implementation of the divestment plan and the strategic roadmap for financing, as well as the contribution to the public debate aimed at promoting fair and sustainable regulation of care activities. Lastly, to set a long-term variable remuneration component in the form of an allocation of performance shares subject to a ceiling equal to 0.29% of the share capital at the date of allocation. The ceiling would correspond to a rate of achievement of the performance criteria of 150%. The vesting period for the shares granted would be set at three years. These shares would be definitely allocated, subject to compliance with a condition of presence and performance criteria. The financial criteria would be as follows: 25% on sales, 25% on operating cash flow, 25% on the leverage ratio HOCO, and 25% on EBITDA.
The extra financial criteria would be as follows: 25% on the concentration score, NPS, 25% on reducing energy-related CO2 emissions, scopes 1, 2, and 3, 25% on employee engagement, and 25% for head and deputy head positions filled internally. Achievement of the financial criteria is a prerequisite that can range from 0% to 150% of the allocation, depending on the underperformance or outperformance of these criteria. The level of achievement of the extra financial criteria, which determines a multiplying factor ranging from 0.8 to 1.2, is applied to the rate of achievement of the financial criteria. If the level of achievement of the financial criteria is strictly less than 100%, then the extra financial multiplier cannot be greater than 1. If the level of achievement of the financial criteria is greater than or equal to 100%, the multiplying coefficient is applied up to a maximum overall achievement rate of 150%.
Now, the eighth resolution concerns the remuneration policy for the Chairman of the Board of Directors for 2025. This remuneration policy is identical to the one you approved in 2024. The Chairman of the Board of Directors will receive a fixed remuneration of EUR 345,000, which will be paid to Jean-Pierre Duprieu and Sylvia Metayer in proportion to the length of their terms of office during the financial year and exceptional remuneration in certain precisely defined cases. As in previous years, there are no plans to pay such exceptional remuneration in 2025. Now, finally, the ninth resolution concerns the remuneration policy for directors for 2025. The total annual amount has been set at EUR 500,000 since 2023. In view of the increase in the number of directors from 13 to 16 between 2023 and 2025, it is proposed that the total annual amount allocated to the directors be increased to EUR 550,000.
The breakdown of the annual budget is shown on the screen and is identical to that approved last year. Thank you, Mr. Chairman, for your attention. [Applause]
Thank you very much, Anne Laloux, for this presentation. I would now like to give the floor to Nicholas Truell to present the work carried out by the Mission Committee in 2024. Nicholas, you have the floor.
Thank you, Mr. Chairman. Ladies and gentlemen, dear shareholders. Thank you very much. On January 1st, 2025, I had the honor of succeeding Françoise Weber as Chairman of the Mission Committee, who had asked to be relieved of her duties for personal reasons.
I would like to express my sincere thanks to Françoise Weber for the dynamism she has injected into this body and the quality of the links that have been forged with all the bodies and departments that, in one way or another, interact with the Mission Committee. Now, 2024, as it's been said, was the first full year of operations for the Mission Committee set up by Clariane on June 15th, 2023, date on which you approved the company's adoption of this status of Mission Company. By adopting this status, the Group has committed itself to ensuring that its activity, which it has at the very heart of its raison d'être, has a societal impact, thereby making its contribution to the general interest.
Based on the Group's three core values of trust, initiative, and responsibility, Clariane's raison d'être is, it's been said, I want to repeat this, to take care of the humanity of each person in moments of fragility. Now, this raison d'être shows that Clariane places people and their individuality at the heart of its activity in all their diversity, whether they be care or medico-social activities. It also demonstrates the strong link between quality of care for patients and residents and quality of life at work for our employees. This raison d'être, and you can see this on the screen, is accompanied by five social and environmental objectives linked to its activity that Clariane is committed to following: consideration, fairness, sustainability, proximity, and innovation. These commitments are made to residents, patients, and carers, employees, and local communities.
These five objectives will be translated into ten concrete initiatives, as you can see on the screen, sorry, to be launched in July 2023. Also, at the heart of the Mission and underpinning the five social and environmental objectives, the founding principle of inclusive governance has been strengthened and materialized by the desire to integrate local and national stakeholder councils more closely into the Group's governance. Based on the Group's three core values of trust, I would now like to say a few words about the composition of the Mission Committee. So, 40 members, four members representing group employees, four members representing patients, residents, families, and local communities, and six qualified personalities. We were delighted to welcome Dominique Fabre, as Chair of Clariane's France Stakeholder Council since the 6th of March 2025, replacing Françoise Weber.
She was also there as Chair of Clariane's France Stakeholder Council. The screen here now shows the main work carried out by the Mission Committee in 2024. In 2024, the commitment of its members, the diversity of their expertise and experience, and the real commitment of the Group's managers and representatives of the various functions and countries to the implementation of the Mission enabled the Committee to make rapid progress in the appropriation of the Mission and the knowledge of the Company, its processes, and its employees. In addition, the Committee has noted that the Mission is gaining momentum in line with Group policies that has been well integrated by the governance bodies and central departments and is in the process of being taken on board by the institutions.
The first Stakeholder Council seminar held in September 2024 was an essential first step, much appreciated by Committee members, stakeholders, Stakeholder Council representatives, and the teams that support them to ensure that the Committee and its Mission are anchored in a continuous and sustained dialogue with its stakeholders. The first audit of the Company, which was closely monitored by the Committee, confirmed that all the members felt that the Committee was working well, that relations with the Group's representatives were constructive, and that the Group was genuinely committed. Let's now talk about the future. In 2025, the Committee will focus on continuing to monitor initiatives related to the Mission through dedicated working groups, focusing on a selection of issues identified as critical and cross-functional.
We will also be a driving force behind proposals for the operational and practical implementation of the Mission in the establishments, as well as raising awareness of the Mission among employees and all stakeholders. We also wish to disseminate our work at all levels of the organization, in particular, by continuing to interact with the Company's other governance bodies. We wish to maintain the momentum of inclusive governance by continuing to strengthen the links between the Mission and the Stakeholder Councils, be it at the national or local level. Finally, we wish to incorporate the recommendations of the independent third-party organization following the first verification of the achievement of social and environmental objectives.
Beyond that, our compass between now and 2026 is, of course, to take into account the growing complexity of the social and demographic context, the economic difficulties which have forced the Group to embark on a plan to strengthen its financial structure and the credibility crisis suffered by the entire sector. The Committee is committed to closely monitoring developments in this context and making recommendations to adopt the best approaches, for example, by adapting certain trajectories for implementing initiatives if necessary.
This is done without calling into question any of the Mission commitments with a consistent concern for its fulfillment and sustainability, and bearing in mind that this is a long-term commitment. I invite you, of course, to read the 2024 report of the Mission Committee, which details Clariane's Mission, the work carried out, and the results obtained for each social and environmental commitment. I thank you for your attention.
I'd like to thank Nicolas Truell for his contribution, and I give the floor to Mr. Stéphane Marfisi , representing at once the statutory auditors, Forvis Mazars , auditors of sustainability of the Company. We'll give you a summary of their report. Thank you, Mr. Chair. Ladies and gentlemen, shareholders, hello. On behalf of the joint statutory auditors, Ernst & Young et Autres , and Forvis Mazars , I am going to present to you a summary of our work during the year and the reports we have prepared for your General Assembly. I would remind you that all the reports we have issued have been available to you, in particular in the URD, Universal Registration Document, and on the Company's website.
I therefore propose not to read these reports in full, but to summarize their content for you, to tell you that our audit was carried out in accordance with the professional standards applicable in France, of course. The audit included examining on a test basis evidence supporting the amounts and disclosures in the financial statements and assessing the accounting principles used and estimates made in the preparation of the Clariane financial statements for the year ended December 31st, 2024. At the end of our audit, we issued an unqualified opinion on the consolidated and parent company financial statements for the Clariane Group.
With regard to our report on the consolidated financial statements, which are the subject of the second resolution submitted for your approval and which appear in the URD from page 437 onwards, we have described the work we performed on what we consider to be the two key points of the audit concerning the assessment of goodwill and operating licenses and the Group's liquidity.
With regard now to our report on the annual financial statements, which are the subject of the first resolution submitted for your approval and which appear in the URD from page 463 onwards, we have described in particular the work we performed on what we considered to be, in our mind, the two key points of the audit concerning, on the one hand, valuation of equity investments and related receivables and the liquidity of Clariane SE.
We have also drawn up a special report on regulated agreements, which is the subject of the 13th resolution submitted for your approval. This report describes four agreements that have received prior authorization from the Board of Directors since the last General Assembly. We have nothing to report on the information given in the Board of Directors' report in respect of those regulated agreements, which comply with the conditions laid down in the French Commercial Code, le Code de Commerce. Lastly, for the purposes of the extraordinary General Assembly, we have prepared six reports corresponding to the authorizations and delegations requested by the Board of Directors to carry out the capital transactions provided for in resolutions 15 to 26, with the exception of resolution 23. These reports are also available on the Company's website.
They confirm these reports, so we have nothing to report on the terms and conditions of the proposed issues for which the Board of Directors' report contains all the information required by regulations, with the exception of our report on the issue of shares and share equivalents with or without preemptive subscription rights, resolution 16 to 21, which states that the Board of Directors' report does not include any information on the methods used to determine the issue price of the shares to be issued pursuant to resolutions 16, 20, and 21 provided for by the regulations.
Now, on behalf of Forvis Mazars , I am pleased to present the findings of our sustainability reporting engagement for the 2024 financial year. Allow me there again to summarize the main points of the report, which again is available to you, page 247, and thereafter of the 2024 URD.
Our mission is to express limited assurance on the state of sustainability of the Clariane Group, and this mission covers this year three areas. The first one being the compliance of the dual materiality analysis process implemented by your Company to determine the information to be published, and compliance with the obligation to consult the Social and Economic Committee. The second one is compliance of published information with sustainability standards, ESRS, and finally, the compliance with the publication requirements set out in the taxonomy regulation.
For each of these three areas, we present in our report the nature of the verifications that we've carried out, the conclusions that we have drawn from them, and in support of these conclusions, the elements that have been the subject of particular attention on our part and the related procedures that we have implemented. This year in this respect, the information published in the management report under stakeholder identification, the identifying of impacts, risks, and opportunities, and the assessment of impact materiality and financial materiality have received special attention from us this year.
In our report, we draw your attention to the information provided in note 3.1 of the management report, which describes the uncertainties and limits faced by the Group in the general context of the first application of the CSRD directive, and more particularly the need for certain estimates, limitations of scope due to disposals and investments over the course of 2024, and the presentations of certain data points whose definitions differ from those defined by the ESRS.
We would also draw your attention to the difficulties encountered in respect of 2024 in gathering the information required for the publication of certain data points. In summary, we did not find any material errors, omissions, or inconsistencies regarding the compliance of the sustainability process and information with the ESRS and compliance with the taxonomy regulations. Ladies and gentlemen, shareholders, I thank you for your attention.
Well, I thank Stéphane Marfisi for his contribution, and now we are going to move on to the session of Q&A, answers to the questions set by shareholders. First off, I would like to inform you that we have not received any written questions from shareholders, and I would now give the floor to those of you here who wish to do so to express themselves, reminding you that this option is reserved for shareholders. For greater efficiency, and so that all of those who wish to express themselves and do so in the very best possible conditions, I would be grateful if you would raise your hand so that I can give you the floor, and there is a roving microphone in order that you ask your questions. Before your questions, please introduce yourself, who you are.
We have some 20 minutes to answer your questions if necessary, and I will be happy with Madame Sophie Boissard here to be delighted to answer any questions that you may have. So, ladies and gentlemen, please, any questions? Sir Patrick Faivre, I am a shareholder, individual shareholder, and I'm also a representative here of the National Association of Shareholders of France for savings.
Three questions. An activity in 2002, I started in Lorraine, in the east of France, and I remember at the time there was a lunch with Mr. Ruggieri at the time who was telling me about the founding of Korian. In the first page of the report in the history, I saw no relevance, no reference to Mr. Ruggieri, so I would like to express my surprise, but maybe there's a reason why Mr. Ruggieri is not mentioned.
Second question, much more technical, I have to say, relates to the difference in results that exists between the pre-IFRS 16 and post-IFRS 16. How can those differences be interpreted, understood, which are quite substantial with regard to the results, and does that signify, and how are they to be interpreted in other words with regard to if we talk about your rental contracts, because it's principally that which makes a difference? Third question, or comment indeed. I am representative of an association of shareholders. We have been a bit surprised to see that in the compensation policy presented by Madame Laloux, that at no stage in the compensation of the CEO, neither in the variable part nor indeed in the shares in the long term, there's what, 10%, 15% with regard to the valuation of the share.
I'll take your first and third questions, and then I'll ask Madame Boissard to take the second question, and possibly Mr. Lévêque. Maybe a word with regard to Mr. Ruggieri. Mr. Ruggieri indeed was a historical shareholder of Korian in quite ancient times. Now, he had one concern with regard to real estate. He was very focused on that because he sold his shares and then focused totally on the real estate side. Since he sold, he sold, and we didn't feel that there was any need to mention Mr. Ruggieri. Maybe Sophie, you want to add something? It's off microphone, I'm afraid, says the interpreter. This again, the question is off microphone. We can't hear the question. Absolutely.
It's the answer to the question, which was off microphone, but just to explain now, the company is young, but it's 30 years old, and when we celebrated the 20 years of Clariane, we invited Mr. Ruggieri to come as one of the main founders of the company, Korian, Medica, the different subsidiaries in the different countries, and I will send you, if you so wish, the film, the video of the big founders, and there's a fantastic testimony by Charles Ruggieri, but you're right that as we move forward, it's difficult to have everything on a single page, but you're right, quite right, we'll see if we can mention and have a word from Mr. Ruggieri. We'll look at that. Second question, IFRS, Grégory. Thank you for the question.
It's true that there's a difference, which is more an accounting one within EBITDA, where if we look at the external rents processed in IFRS 16 and see more as appreciations, whereas otherwise they're seen in our results. So what's important beyond this accounting difference is at the end in the financing table, though we're very close, and it's the same thing. So it's just the difference of P&L there between operations and amortization, but the net result is very close to us from an operational point of view.
When we comment to pre-IFRS 16, it enables us to be much more close to a good, easy legibility of our activity before that type of reprocessing. The gentleman speaking off microphone says the interpreter. It's a classical accounting process. It's not an operating pre-IFRS 16. It's put us rent, and it's not put us a debt.
It's just a way of, it's not more or less impacted. It's two perspectives, a commitment that we have notably with regard to long-term rents. It's a new accounting standard, which back in 2019 came into force. So in reality, we retained, we still reported in pre-IFRS because it enabled us to have an overview in the continuity of our performance level. It's truly exclusively linked to that appreciation and that reading. As we have said, it changes nothing in the analysis of the financing table, which is the key point at the end of the day. With regard to the third point now, remuneration of the DG and the reference with the percentage of the evolution of the share price. That has evolved over time.
Historically, there was a reference within the variable part with regard to the title and the share, how much it was worth, because the interpretation of the different criteria, it needs to be an incentive, but the price has gone up and down, has yo-yoed, there's been peaks, troughs, and that's not controlled by the CEO. That is the reason we used to have it, and the way in which the share price was going up, down, and it made that very difficult to retain that. We changed the system considering that the operating performance of the company was the best guarantor, if you will, for the share price to increase. As you know, the share price has gone down. At the time, we abandoned that reference to the share price.
We're now in a third phase where we refer to the share price when it's very strong because you'll see that the long-term, you'll note that the long-term reference for the DG refers to a percentage of the equity. So it's closely linked and even more so than before associated to how much the share price is and has a major interest for the share price to increase.
I think that's a way of answering which is much more direct. It's much more stimulating and much more of an incentive because we're bringing together extremely closely the interest of the shareholders and of the stakeholders as a whole, with shareholders notably, with the interest of management to see the share price increase, continue to increase. Thank you, sir. Are there any other questions? No further questions, it would appear. I can't really see.
I've got the spotlight in my eyes, but make yourself known. I'll give you a few moments. But failing that, if nobody is raising their hand, it did signify that the explanations provided by Sophie and Grégory, and Madame Laloux, Stéphane [Maquaire] , Nicolas Truel. Here we go. Sir. It's not so much a question as an observation of thought.
You give the impression of having made the DG responsible for the results like shareholders. In the past, it wasn't the case. You see what I'm saying? No, I don't believe so. The results come from the actions of the DG, of the strategy by the board, the execution of the strategy, which of course is submitted to external environment, which will have a bearing on it one way or the other. How many people are not shareholders in this room?
How many people are not shareholders, if you can let me give me an idea? Well, who's not a shareholder in this very room? Two, three? Because you've blocked the signing up, and there are problems to travel, and 30, 40 minutes after, it's almost 4 p.m., so it's a bit early to close the voting rights. You could maybe wait 45, 60 minutes before we do the vote and block the inscriptions.
Just a thought, looking forward to next year. Okay, thank you. Thank you for that suggestion. Of course, we will pay attention to that closely. Any other questions in the room? A question? Sir, Madame, Madame, my apologies. The microphone, please. Maybe Sir first and then Madame after. Yes, thank you. I'm an individual shareholder. I have a question with regard, I'm here, the trajectory with regard to climate, the climate trajectory.
Do you have scenarios that you're looking at, taking into account the warming? We've seen droughts notably, which seem to be getting ever more frequent. What are your forecast projections, scenarios you have, and how is that integrated within the group? I'll ask Madame Boissard to take that major question, of course. Not everybody heard. Thank you for the question.
Yes, indeed, we have carried out an overview of the situation with regard to our 1,200 sites with regard to the projections of warming, global warming, with the three risks: extreme heat, risks of flooding, and we can see that this is a risk which we are really seeing in the north of Europe, and access to water. Those are the three major risks, the three main components that we identify today that we need to really have a policy, a prevention and adaptation policy in place.
That brings us today to having integrated in our plans at once maintenance, equipment, but also relocalization to these three parameters with regard to extreme heat, of course, for the existing sites. Through climatization and looking at everything that we can implement, planting greenery, which is one way of proceeding.
Today we have advice which is sent out through all of our sites that we operate, also with regard to the materials that we use for building, the architectural shapes to really work for, to be as efficient as possible with regard to how the air can circulate, notably in the south of Spain, where we're very present. In Italy also, we can see that even without climatization, we can manage to attain temperatures, which is good, the right temperatures for people, patients with regard to strong rains, floods, access to water.
Those topics are much more systemic, if you will. So we are currently fine-tuning our risk mapping for the situations to be able to take decisions should need be to possibly relocalize. We're not talking as of today of a huge number of sites, but that is indeed something which is at the heart of our climate trajectory. Thank you, Sophie.
Thank you. Madame, your question, please, in the microphone. I wanted to know at what stage will we have dividends being paid out again? I know that you're working to deleverage, to pay back, but when are investors actually going to see some payouts? I'll take that question. We have no guidance with regard to when dividends will be back, but one needs to bear in mind it's the documentation that we have with our banks. We have renegotiated back in February of this year.
We've extended with the banks, and we changed the leverage ratio. We've moved to a whole covenant, which compares the operating total debt and real estate one to the EBITDA. In the preceding document, there are constraints in the preceding one and in this one. When we talk about dividends, the constraint is that as long as the ratio is above 4 x the EBITDA, we have a constraint, and we are limited in what we can do with regard to dividends. That's an important point that needs to be borne in mind.
That's the reason for which we have not given a timescale for return to dividends. First off, we give a ratio of the improvement of the leverage, which will then bring about, as soon as possible, a return to dividends being paid out. Thank you. Are there any other questions in the room?
Sir, do you have another question? Microphone, please. All four of you are on stage under the limelight, and you're remarkable and indeed remarked. What's your personal point of view, Mr. Chair? Is your view with regard to the limit of age? You look very youthful. You could have served many years. Hence, are you remaining as an administrator? It's a pity if you aren't.
I think my personal situation is neither here nor there. It's the assignment which counts, the purpose, and I'd set myself for this limit anyway, and it's absolutely coherent with the perspective of limit of age, which is statutory. So the idea is to pass on the flame to younger people, and that's what I'm doing, and doing it indeed in an organized manner. Clariane has its history, of course, and it's important to show the way for the forthcoming generations, forthcoming generation.
I'm very proud, delighted to pass on the torch to Madame Sylvia Metayer , who will take over in the best possible conditions. I think it's better to step down and to not cling on to my chair and to pass on the responsibilities in the best possible conditions. It's good for the serenity of the company in the context of a professional company, a professional board, which is serious, which works in the supervision of a Director General and its board, which management, which carries out the strategy set out. It's good to do it in a serene way. Successions need to be worked on, and that is what I have looked to be doing with all the board.
Indeed, we have worked that, and I think that's the best way, and it's the way it is, and that's the best way, the way it should be. I think it's my way of seeing things, and it's for the good of the company as a whole. I don't deserve this applause. It's the board, our members of staff, the DG, which deserve this applause, and all that is done for the best possible interests socially of the company, and that is what I have at heart. Thank you indeed for your kind words. Sir, thank you. Moving on if there are now no further questions. What I suggest is that we move on to the voting part. Let me provide you first off with some complimentary information.
First off, the definitive quorum attained for voting the resolutions, and it's 252,750,000 shares on a total of the votes of the shares participating, 71.04% of the shares participating in the vote. I would like now to give the floor to Mr. Frédéric Vernet , indeed, to present and vote on the resolutions. Frédéric, thank you, Mr. Chair. Resolutions will be voted on using the electronic voting terminal that you received when you signed in. The result of the vote will be known immediately after each resolution has been voted on. You'll see on the screen the slide presentation of how this electronic device works. You'll have 10 seconds to cast your vote, which can be modified until the end of this 10-second period. The device will just take into account the last vote cast.
You will also have received a paper voting should there be a malfunction with regard to the device. We propose that you now present and vote on the resolutions that are subject to the quorum and majority requirements for ordinary general meetings. Ordinary resolutions, the first and second resolutions, the financial statements for the year ended 2024 submitted for your approval show, with regard to the parent company accounts, a loss of EUR 97,785,195.57, and for the consolidated financial statements, a consolidated loss of EUR 55,122,132.00.
First resolution, I propose that you vote on resolution number one concerning the approval of the 2024 financial statements. Vote is open. The vote is closed. Resolution is adopted, carried. Second resolution with regard to proceed to vote on resolution number two on approval of the 2024 consolidated financial statements. Vote is open. Vote is closed. It is carried.
Now, for the third resolution, you are asked to approve the appropriation of the income for the 2024 financial year as proposed on the screen by transferring the income for the 2024 financial year to retained earnings. Vote is open. Vote is closed. Resolution is adopted. Now, regarding fourth to ninth resolution relating the remuneration of corporate officers and resolutions 10 to 12 relating to the renewal of two directors' terms of office and the appointment of a new director, these were presented to you by Mrs. Anne Laloux . Fourth resolution, I propose that you vote on the fourth resolution on the approval of the remuneration paid during or in respect of the 2024 financial year to Sophie Boissard, CEO. Vote is open. Vote is closed. The resolution was adopted. Fifth resolution.
Let us now proceed to vote on the fifth resolution of the approval of the remuneration paid during or in respect of the 2024 financial year to Mr. Jean-Pierre Duprieu, Chairman of the Board of Directors. The vote is open. The vote is closed. This resolution has been adopted. Sixth resolution. We will now proceed to the vote of the sixth resolution on the approval of the report of remuneration of the Chief Executive Officer, the Chairman of the Board of Directors and the Directors. The vote is open. Vote is closed. Resolution adopted. Seventh resolution, I propose that you now vote on the resolution number seven concerning the approval of the remuneration policy for the CEO for 2025. The vote is open. Vote is closed. Resolution adopted. Eighth resolution.
Now, we will proceed to the resolution number eight on the approval of the remuneration policy for the Chairman of the Board of Directors for 2025. The vote is open. Vote is closed. Resolution adopted. Ninth resolution. We will now proceed to vote on the approval of the Director's remuneration policy for 2025. The vote is open. The vote is closed. Resolution adopted.
Let's now proceed to vote on the tenth resolution concerning the renewal of the term of office of Mrs. Anne Laloux as Director. The vote is open. Vote closed. Resolution adopted. Let's now move to the vote on the eleventh resolution concerning the renewal of the term of office as Director of Mr. Philippe Lévêque. Vote is open. Vote closed. Resolution adopted. I suggest that you vote on resolution 12 on the appointment of Mr. Olivier Bourguignon as Director. Vote is open. Vote closed.
Resolution is adopted. Now, in the thirteenth resolution, you are asked to approve the regulated agreements entered into by Clariane since the last general meeting with Predica and Mrs. Sylvia Metayer . These agreements were subject of a special report by the statutory auditors represented above. A summary of these agreements is available on Clariane's website. In accordance with regulations, and insofar as Predica and Mrs. Sylvia Metayer have a direct interest in the agreement, they have not taken part in the vote on this resolution.
Vote is closed. Resolution adopted. Now, regarding resolution 14 concerning the renewal of the authorization granted each year to the Board of Directors to buy back the company's own shares. No more than 10% of the company's shares may be bought back at a maximum purchase price of EUR 20 per share. Vote is open. The vote is closed.
This resolution has been adopted. Right, let's now move on to the extraordinary resolutions. With regard to resolutions 15 to 28, the purpose of all the authorizations and financial delegations proposed to you are to enable the board to carry out various types of emissions in accordance with current regulations, to have necessary flexibility in the choice of possible issues and the opportunities offered by the financial markets, and finally, give the company a degree of flexibility to carry out transactions that are best suited to its needs and to the context of the financial markets.
Now, in resolution 15, you are asked to authorize the Board of Directors to reduce the share capital by canceling treasury shares held under the share buyback program covered by resolution 14 up to a limit of 10% of the share capital for a period of 26 months. The vote is open.
The vote is closed. Now, in accordance with market practice in this area, it is proposed that the authorization and delegations envisaged under resolutions 16 to 23, 27, and 28 also not be used during a public offer period. Now, having said this, in this 16th resolution, you are asked to delegate authority to the Board of Directors to issue ordinary shares in the company and all securities for a maximum amount of 50% of the share capital and for a period of 26 months. This issue will be carried out with shareholders' preemptive rights maintained. Vote is closed. Resolution adopted.
Now, the purpose of resolutions 17 and 18 is to authorize the Board of Directors to issue securities up to a maximum nominal amount of 30% of share capital by public offer, excluding the offers referred to article L411-2 of the French Monetary and Financial Code or by public offering as referred to in article L411-2 of the French Monetary and Financial Code. These issues would be carried out without shareholders' preemptive subscription rights and delegations to give the Board of Directors and Management the necessary responsiveness to obtain financing on the market on the best terms and short notice. Vote is open. Vote closed. Resolution adopted. Let's now move to vote on the eighteenth resolution. Vote is open. The vote is closed. This resolution has been adopted.
Resolution 19 would authorize the Board of Directors to increase the number of shares to be issued in connection with the share issues referred to in resolutions 16, 17, and 18 up to a maximum of 15% of the initial issue and the ceiling of the relevant resolution. The vote is open. Vote is closed. Resolution adopted. The adoption of the twentieth, twenty-first, and twenty-second resolution would enable the Board of Directors to issue shares with a maximum nominal value of 20% of the share capital in the case of the twentieth resolution and 30% of the share capital in the case of the twenty-first and twenty-second resolution to remunerate contributions in kind granted to the company in the event of a public exchange offer initiated by the company or for the benefit of a category of persons in the context of so-called equity line transactions.
These authorizations and delegations would enable the company to raise funds immediately in secure sources of financing. For the twentieth resolution, the vote is open. Vote is closed. This resolution has been adopted. Twenty-first resolution. The vote is open. Vote is closed. The resolution has been adopted. Twenty-second resolution. Vote is open. Vote is closed. Resolution adopted. Now, if the twenty-third resolution is approved, the Board of Directors will have the power to increase the share capital by capitalization of reserves, profits, premiums, or similar items up to a maximum of EUR 533,776,452.71 million for a period of 26 months.
Shareholders' rights would not be affected by this operation, which would not result in the issue of new shares allocated free of charge and proportional share already held and/or increase in the par value of existing shares. Vote is open. Vote is closed. The resolution has been adopted. Now, the purpose of the twenty-fourth resolution is to authorize the Board of Directors to award free shares to employees and/or executive directors of the company and its subsidiaries. These allocations would be subject to performance and presence conditions up to a limit of 2.97% of the share capital and 0.29% for the company's executive directors for a period of 38 months. The shares would be definitely allocated to their beneficiaries at the end of a minimum vesting period of three years.
The purpose of such an allocation would be to motivate and retain the employees and corporate officers who would be the beneficiaries by associating them with the performance of their company, thereby aligning their interests with those of the shareholders. This resolution also makes it possible to implement the remuneration policy of the Chief Executive Officer that you have just approved, as the group has an employee share ownership policy open to all group employees. In order to involve them more closely in the creation of value in relation to the care of patients, residents, and their families, it is also planned to use this authorization to set up a universal free share allocation plan for the benefit of all group employees. May I move to open the vote? Vote is open. Vote is closed. Resolution adopted.
Now, in the same spirit, under resolutions 25 and 26, we suggest to authorize the Board of Directors up to a limit of the share capital right to issue shares to members of a company savings plan and to a limit of 1% of the share capital to issue shares to categories of beneficiaries as part of an employee share ownership scheme, notably abroad. Let's open the vote for the twenty-fifth resolution. Vote is open. Vote is closed. Resolution adopted. Let's now move to open the vote for the twenty-sixth resolution. Vote is open. Closed. Adopted. Now, resolutions 27 and 28 delegate authority to the Board of Directors to decide on any merger, demerger, or partial transfer of assets and to increase the share capital in connection with such a transaction up to a maximum of 30% of the share capital.
Now, we open the vote for the twenty-seventh resolution. Vote is closed. Resolution adopted. Now, same for the twenty-eighth resolution. Vote is open. Vote is closed. Resolution adopted. Now, the purpose of the twenty-ninth resolution is to amend the articles of association, in particular to allow the Board of Directors to take its decisions by written consultation. Vote is open. Closed. Now, finally, the thirtieth resolution is a standard resolution enabling the formalities required by law to be carried out. Vote is open. Closed. This last resolution has been adopted. No further resolutions, Mr. Chairman, on the agenda. Good. Thank you very much for the voting on these resolutions. Voting results for all resolutions will also be published on our website, www.Clariane.com. Ladies and gentlemen, all the resolutions having been passed and there being no further business, this brings our meeting to a close at 16:18.
I would like to thank you for attending this general meeting, and I wish you a good end to your day. Thank you very much. Bye-bye.