This document is a translation of an announcement in the Dutch language . In case of possible different interpretation the original Dutch announcement prevails.

Offer to repurchase depositary receipts for shares Orthocenter N.V.

With the approval of the Supervisory Board, the board of Orthocenter NV has decided to make an offer for the depositary receipts for shares in Orthocenter N.V.

The price for the shares is €2.30 per share certificate. 

In this course, the board has taken into account the figures as presented in the half-year report, the prospects for the coming years as they are in a saturated market, expected rate decreases, increasing competition and the costs of and possible outcomes of the legal procedure(s) with one investor/minority shareholder that may take years to come. In the said procedure, compensation of €5.6 million is claimed plus statutory interest from 2013. The outcome of this long-term lawsuit is uncertain.

In order to verify its chosen price of € 2.30, the board had SMAN Business Value analyze whether this price is reasonable from a financial point of view. The outcome of this is affirmative.

The reasons why the board has come to the above decision include:

• The company's strategy is about to change: social return may become more important than financial return: for example, it is thought to provide dental activities for healthcare institutions.
• The banks are not prepared to provide financing without the above-mentioned legal procedure having been completed and additionally demand that a further capital increase – ie issue – is demanded for each new financing. The dividend policy will therefore be adjusted.
• Having a global share with which depositary receipts can be traded, characterized by the fact that the company does not know who holds what interest in its depositary receipts, no longer has added value.
• Lead time in decision-making can be shortened by converting Orthocenter N.V. into a B.V.

The board is therefore offering depositary receipt holders an exit option now that circumstances are changing so much.

The planned timeline regarding the above is as follows:

1. The closing date for registering your depositary receipts with your bank or intermediary or with the company is 17 December 2021. You will be notified of this from your bank or intermediary or the company.
2. The payment of € 2.30 for each depositary receipt will be made no later than December 23, 2021
3. The Extraordinary General Meeting in connection with the necessary amendment to the articles of association for the conversion from N.V. to B.V.will be held in January 2022.
   The notice to terminate the administration by the Foundation will be published shortly.

The board will gladly answer any questions you may have in a personal conversation – by telephone, at the head office in Purmerend, or at a location to be agreed upon.