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2013 Registration Document 2013 REGISTRATION DOCUMENT This Registration Document was filed with the Autorité des marchés financiers (French financial markets authority - AMF) on 30 April 2014, in accordance with Article 212-13 of its general regulations. It may be used for a financial transaction if accompanied by a prospectus approved by the AMF. This document has been prepared by the issuer and is binding for its signatories. The Registration Document may be viewed on Korian - Medica's website (www.groupe-korian.com) and on the AMF's site (www.amf-france.org). "This document is a free translation of the French language Reference Document that was filed with the Autorité des marchés financiers (the “AMF”) on 30 April, 2014. It has not been approved by the AMF. This translation has been prepared solely for the information andconvenience of KORIAN - MEDICA’s shareholders. No assurance is given as to the accuracy or completeness of this translation, and KORIAN – MEDICA assumes no responsibility with respect to this translation or any misstatement or omission that may be contained therein. In the event of any ambiguity or discrepancy between this free translation and the French language Reference Document, the French version shall prevail." CONTENTS CHAPTER 1. OVERVIEW OF THE KORIAN GROUP 2 CHAPTER 5. CONSOLIDATED FINANCIAL STATEMENTS 1.1. Message from the Chief Executive Officer 3 FOR THE YEAR ENDED 31 DECEMBER 2013 141 1.2. Presentation of the merger between Korian and 5.1. Consolidated financial statements for the year ended Medica (fusion-absorption de Medica par Korian) 3 31 December 2013 142 1.3. Selected financial information 5 5.2. Statutory Auditors' report on the consolidated financial 1.4. Performance on the stock exchange 6 statements 202 1.5. History 6 1.6. Legal structure 8 CHAPTER 6. ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013 204 CHAPTER 2. GROUP ACTIVITIES AND MARKETS 12 6.1. Annual financial statements for the year ended 31 2.1. Main activities of the Group 13 December 2013 205 2.2. The Korian - Medica Group in France 14 6.2. Statutory Auditors' report on the financial 2.3. The Korian - Medica Group in Germany (Phönix & statements 227 Curanum brands) 20 6.3. Statutory Auditors' report on related-partyagreements 2.4. The Korian - Medica Group in Italy (Segesta & Aetas and commitments 229 brands) 25 2.5. The Korian - Medica Group in Belgium (Senior Living CHAPTER 7. PRO FORMA FINANCIAL INFORMATION 232 Group brand) 29 7.1. Pro forma financial information 233 7.2. Statutory Auditors' report on pro forma financial CHAPTER 3. 2013 MANAGEMENT REPORT 33 information 245 3.1. Highlights 34 3.2. Change in the Group's business activities 35 CHAPTER 8. INFORMATION ON THE COMPANY AND 3.3. Review of the financial position and results as at 31 SHARE CAPITAL 246 December 2013 36 8.1. Bylaws and Articles of Association 247 3.4. Material events since the year-end 42 8.2. Allocation of the share capital 255 3.5. Foreseeable changes - outlook 45 3.6. Risk prevention and management policy 46 CHAPTER 9. PERSONS RESPONSIBLE FOR THE 3.7. Labour, societal and environmental REGISTRATION DOCUMENT 257 information 65 9.1. Person responsible for the information provided 258 3.8. Research and development 94 9.2. Declaration of the responsible person 258 3.9. Other financial information 95 9.3. Entity responsible for auditing the financial 3.10. Management and supervisory bodies 98 statements 259 CHAPTER 4. CORPORATE GOVERNANCE AND INTERNAL CHAPTER 10. HISTORICAL FINANCIAL INFORMATION CONTROL 124 AND DOCUMENTS ON DISPLAY 260 4.1. Report prepared by the Chairman of the Board of 10.1. Historical financial information 261 Directors on corporate governance and internal 10.2. Documents available to the public 261 control 125 4.2. Statutory Auditors' report on the report prepared by CHAPTER 11. INFORMATION DOCUMENT UNDER the Chairman of the Board of Directors 139 ARTICLE 222-7 OF THE AMF GENERAL REGULATIONS 262 CHAPTER 12. GLOSSARY 263 CHAPTER 13. CROSS-REFERENCE TABLE 269 On 18 March 2014, the Group launched the new Korian brand: a strong brand promoting Ageing Well To ensure that the 2013 Korian - Medica Registration Document is reader-friendly, the following is specified: on 18 March, 2014, at the end of a process lasting several months, the listed Société Anonyme, Korian, absorbed the listed Société Anonyme, Medica, (hereinafter the "Merger"). Korian was then renamed "Korian - Medica"; the term "Korian" refers to the Company and the Group as a whole until 18 March 2014, the date on which the Merger was completed; the term "Korian - Medica" refers to the new corporate name of the Company and to the new Group created as from the Merger. Korian - Medica 2013 Registration Document 1 CHAPTER 1. OVERVIEW OF THE KORIAN GROUP CONTENTS 1.1 Message from the Chief Executive Officer 3 1.4 Performance on the stock exchange 6 1.2 Presentation of the merger between 1.5 History 6 Korian and Medica (fusion-absorption de Medica par Korian) 3 1.6 Legal structure 8 1.2.1 Merger (fusion-absorption) completed on 1.6.1 Simplified legal structure of the Korian 18 March 2014 3 group as at 31 December 2013 8 1.2.2 A new functional organisation 5 1.6.2 Simplified legal structure of the Korian - Medica group as at 31 December 2013 10 1.3 Selected financial information 5 Korian - Medica 2013 Registration Document 2 CHAPTER 1. OVERVIEW OF THE KORIAN GROUP 1.1. MESSAGE FROM THE CHIEF EXECUTIVE OFFICER "In 2013, we implemented a strategy to transform Korian through the "Korian First" corporate project, with compelling results: • on the Performance pillar, we have kept all of our commitments, exceeding all of our targets: revenue of €1.37 billion (>€1.35 billion), EBITDAR margin of 27.3% (>27%) and a leverage ratio of 2.7x (< 3.0x); • on the Innovation pillar, we have focused our efforts on research, establishing the Korian Ageing Well Institute, and on practical applications to better serve our residents and patients. Our goal is for everyone to benefit from best practices in a business undergoing radical changes; • on the People pillar: with the development of our "Korian employer brand", a new managerial project has been launched to attract, train and retain Group employees and make our industry more and more attractive; • on the Development pillar, we have seen a year marked by great developments, with a view to strengthening our position of European leader of Ageing Well. With the completion of the acquisition of Curanum in Germany on 1 March 2013, the acquisition of Senior Living Group, a key player in the Belgian market, by Medica at the end of September, and the Korian - Medica merger, we now have a solid footing in four important European markets. Moreover, our Group governance has been strengthened by the creation of a Group Executive Committee, comprising mainly Country Chief Executive Officers. We have also strengthened the management team, acquiring international staff to better support our international expansion strategy. In 2014, our efforts will focus on France, on the success of the Korian - Medica integration. We are carrying out this process methodically and at an even pace. A major challenge awaits us, and all teams have already started working to design this common project. The first milestone was reached the day after the Merger, with the appointment of the France Steering Committee and the France Regional Managers. This work will lead to a perfectly defined organisation, which will be operating from 1 January 2015. Our strong international presence and our sound performance put us in a good position to benefit from a number of opportunities in the Ageing Well market. Our target for 2014 is pro forma revenue of €2.5 billion, with a slight increase in our operating profits." Yann Coléou, Chief Executive Officer of Korian - Medica. 1.2. PRESENTATION OF THE MERGER BETWEEN KORIAN AND MEDICA (FUSION- ABSORPTION DE MEDICA PAR KORIAN) 1.2.1. Merger (fusion-absorption) completed on 18 March 2014 On 18 November 2013, Korian announced the signing of a memorandum of understanding on a merger with Medica, with the purpose of creating the European leader of the elderly care sector. The Merger was completed on 18 March 2014. The company's name was changed to "Korian - Medica". The Merger took place under favourable demographic and economic conditions (on the one hand, the population growth and ageing in Europe, and, on the other hand, the purchasing power of the over 65, who will account for more than 54% of the purchasing power in France in 2015), with an ageing and increasingly dependent population. In this environment, the Korian and Medica groups, key players in the market that provides medico-social and healthcare solutions to the growing phenomenon of population ageing and dependency, wished to strengthen their Ageing Well leaders' position. The Merger makes it possible to pool complementary networks and skills. In addition, the new company is now better equipped to develop a genuine growth project to meet the challenges of a burgeoning industry undergoing radical changes. The new entity covers a network comprising Korian - Medica 2013 Registration Document 3 CHAPTER 1. OVERVIEW OF THE KORIAN GROUP over 57,000 beds in approximately 600 facilities across France, Germany, Italy and Belgium, thereby allowing the Group to better tackle the complexity of new clients' paths and their needs in terms of preservation of independence, and also fostering further development. This combination is also an opportunity to establish a prominent French group in Europe, generating employee pride, but also offering additional security through financial soundness and stronger ties with health authorities and local governments.
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