Allocation of income for the authorityyear ended December 31, 2023 | | “FOR” vote of a majority of the Ordinary Shareholders’ Meeting: | 1. | Approval of the annual financial statements for the year ended on December 31, 2020,
votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. | | FOR | | | | | Allocation of the accumulated deficit to the “Additional paid-in capital” | | “FOR” vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. | | FOR |
| 2. | Approval of the consolidated financial statements for the year ended on December 31, 2020,
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| | | | | Proposals | | Voting Standard | | Board Recommendation |
| Statutory auditors’ special report on regulated agreements and acknowledgement of the absence of new regulated agreements | | “FOR” vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. | | FOR | | | | | Renewal of Ms. Adora Ndu, as director | | “FOR” vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. | | FOR | | | | | Renewal of Ms. Julie O’Neill, as director | | “FOR” vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. | | FOR | | | | | Renewal of Ms. Danièle Guyot-Caparros, as director | | “FOR” vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. | | FOR | | | | | Renewal of Mr. Ravi M. Rao, as director | | “FOR” vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. | | FOR | | | | | 3. | Allocation of income for the year ended on December 31, 2020,
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| 4. | Allocation of the accumulated deficit to the “Additional paid-in capital”,
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| 5. | Statutory auditors’ special report on regulated agreements and acknowledgement of the absence of new regulated agreements,
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| 6. | Renewal of the term of office of Julie O’Neill as director,
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| 7. | Renewal of the term of office of Viviane Monges as director,
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| 8. | Appointment of Ms. Adora Ndu to replace Mr. Torbjorn Bjerke as director,
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| 9. | Appointment of Mr. Ravi Rao as director,
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| 10. | Ratification of the provisional appointment of Timothy E. Morris as director,
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| 11. | Determination of the annual fixed sum to be allocated to the members of the Board of Directors,
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| 12. | Approval of the compensation policy for the Chairman of the Board of Directors and for the Board members,
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| 13. | Approval of the compensation policy for the Chief Executive Officer and/or any other executive corporate officer,
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| 14. | Advisory opinion on the compensation of named executive officers other than the Chief Executive Officer,
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| 15. | Advisory opinion on the opportunity to consult shareholders each year on the compensation paid by the Company to named executive officers other than the Chief Executive Officer,
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| 16. | Advisory opinion on the opportunity to consult shareholders every two years on the compensation paid by the Company to named executive officers other than the Chief Executive Officer,
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| 17. | Advisory opinion on the opportunity to consult shareholders every three years on the compensation paid by the Company to named executive officers other than the Chief Executive Officer,
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| 18. | Approval of the information set out in section I of Article L.22-10-9 of the French Commercial Code, |
| 19. | Approval of the fixed, variable and non-recurring components of overall compensation and benefits of all types paid or assigned during the year ended to Michel de Rosen, Chairman of the Board of Directors,
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| 20. | Approval of the fixed, variable and non-recurring components of overall compensation and benefits of all types paid or assigned during the year ended to Daniel Tassé, Chief Executive Officer,
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| 21. | Approval of the fixed, variable and non-recurring components of overall compensation and benefits of all types paid or assigned during the year ended to Marie-Catherine Théréné, Deputy Chief Executive Officer until September 17, 2020,
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| 22. | Authorization to be granted to the Board of Directors to buy back company shares on the Company’s behalf pursuant to Article L. 22-10-62 of the French Commercial Code, length of authorization, purpose, terms, and maximum amount, suspension during a public offering period,
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Within the authority of the Extraordinary Shareholders’ Meeting:
| 23. | Authorization to be granted to the Board of Directors for the company to cancel the shares bought back pursuant to Article L. 22-10-62 of the French Commercial Code, length of authorization, maximum amount, suspension during a public offering period,
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| 24. | Delegation of powers to the Board of Directors to issue ordinary shares, giving, as necessary, access to ordinary shares or to the allocation of debt securities (of the Company or of a Group company) and/or securities giving access to ordinary shares (of the Company or of a Group company) with pre-emptive rights, suspension during a public offering period,
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| 25. | Delegation of powers to be granted to the Board of Directors to issue ordinary shares giving access, as the case may be, to ordinary shares or to the allocation of debt securities (of the Company or a group company), and/or securities giving access to ordinary shares (of the Company or a group company), without pre-emptive rights, by means of a public offer (excluding the offers set out in section 1 of Article L.411-2 of the French Monetary and Financial Code), and/or as consideration for securities in the context of a public exchange offer, suspension during a public offering period,
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| 26. | Delegation of powers to be granted to the Board of Directors to issue ordinary shares giving access, as the case may be, to ordinary shares or to the allocation of debt securities (of the Company or a group company), and/or securities giving access to ordinary shares (of the Company or a group company), without pre-emptive rights, by means of a public offer referred to in paragraph 1 of Article L.411-2 of the French Monetary and Financial Code, suspension during a public offering period,
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| 27. | Authorization, in the event of an issue without pre-emptive rights, to set the issue price according to the terms set by the General Meeting, within a limit of 10% of the capital per year,
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| 28. | Delegation of powers to be granted to the Board of Directors to issue ordinary shares, giving, if applicable, access to ordinary shares or the allocation of debt securities (of the Company or a group company) and/or securities giving access to ordinary shares (of the Company or a group company), with pre-emptive subscription rights waived in favor of categories of persons with certain characteristics, suspension during a public offering period,
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| 29. | Authorization to increase the total amount of issues,
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| 30. | Delegation of powers to be granted to the Board of Directors for the purpose of deciding on any merger-absorption, demerger, or partial contribution of assets,
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| 31. | Delegation of powers to be granted to the Board of Directors to issue ordinary shares giving access to ordinary shares or to the allocation of debt securities (of the Company or of a Group company), and/or securities giving access to ordinary shares (of the Company or of a Group company), in the context of a merger, demerger or partial contribution of assets decided by the Board of Directors pursuant to the delegation referred to in the thirtieth resolution, suspension during a public offering period,
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| 32. | Overall limit on the maximum authorized amounts set under the 25th, 26th, 28th and 31st resolutions of this Meeting and the 28th resolution of the General Meeting of April 20, 2020,
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| 33. | Delegation of powers to the Board of Directors to issue stock warrants (BSA), subscription and/or acquisition of new and/or existing stock warrants (BSAANE) and/or subscription and/or acquisition of new and/or existing redeemable stock warrants (BSAAR) with cancellation of preferential subscription rights, reserved for a category of persons, suspension during a public offering period,
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| 34. | Delegation of powers to be granted to the Board of Directors to increase the share capital by means of the issue of ordinary shares and/or securities giving access to capital, with pre-emptive subscription rights waived in favor of members of a company savings plan pursuant to Articles L.3332-18 et seq. of the French Labor Code,
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| 35. | Authorization to be granted to the Board of Directors to allocate free existing and/or future shares to members of staff and/or certain corporate officers of the Company or related companies or economic interest groups, with shareholders waiving their pre-emptive rights, length of authorization, maximum amount, duration of vesting periods specifically in respect of disability and, if applicable, holding periods,
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| 36. | Authorization to be granted to the Board of Directors to grant share subscription and/or purchase options (stock options) to members of staff and/or certain corporate officers of the company or related companies or economic interest groups, with shareholders waiving their pre-emptive rights, length of authorization, maximum amount, strike price, maximum term of the option.
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| 37. | Amendment of Article 13 of the by-laws in order to set the age limit for the Chairman of the Board of Directors at 75 years of age, and
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| 38. | Powers to complete formalities.
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What if another matter is properly brought before the meeting?
At this time, the board of directors is unaware of any matters to be presented at the Annual General Meeting, other than as set forth above and the possible additional shareholder resolutions that may properly be submitted before the Annual General Meeting in accordance with applicable French law.
Holders of Ordinary Shares: To address the possibility of another matter being presented at the Annual General Meeting, holders of Ordinary Shares may use their proxy card to (i) abstain from voting on such matters, (ii) vote “AGAINST” on such matters, or (iii) grant a proxy to the chairman of the Annual General Meeting to vote on any new matters that are proposed during the meeting, or (iv) grant a voting proxy to another shareholder, your spouse, or your partner with whom you have entered into a civil union. If no instructions are given with respect to matters about which we are currently unaware, your Ordinary Shares will not be voted on such matters.
If a holder of Ordinary Shares chooses to grant a proxy to the chairman of the Annual General Meeting, with respect to either all matters or only any additional matters not disclosed in this proxy statement, the chairman of the Annual General Meeting shall issue a vote in favor of adopting such undisclosed resolutions submitted or approved by the board of directors and a vote against adopting any other such undisclosed resolutions.
Holders of ADSs: Ordinary Shares underlying ADSs will not be voted on any matter not disclosed in the proxy statement.
Why is the Company soliciting my proxy?
Our board of directors is soliciting your proxy to vote at the 2021 annual meeting of shareholders to be held at the Company’s headquarters located at 177-181 Avenue Pierre Brossolette – 92120 Montrouge, France, on Wednesday, May 19, 2021, at 2:00 p.m. Paris time in closed session without the physical presence of the
shareholders and any adjournments or postponements of the meeting, which we refer to as the annual meeting. This proxy statement, along with the accompanying Notice of Annual Meeting of Shareholders, summarizes the purposes of the meeting and the information you need to know to vote at the annual meeting.
We have sent you this proxy statement, the Notice of Annual Meeting of Shareholders, the proxy card and a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 because you owned our ordinary shares or ADSs on April 21, 2021. We intend to commence distribution of the proxy materials to shareholders on or about May 3, 2021, in accordance with French law and requirements.
Who may vote?
Ordinary shareholders of record and bearer shareholders
In accordance with article R. 225-85 of the French Commercial Code only those holderson the compensation of corporate officers for the year ended December 31, 2023
| | “FOR” vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. | | FOR | | | | | Approval of the fixed, variable and non-recurring components of overall compensation and benefits of all types paid or assigned during the year ended December 31, 2023, to Mr. Michel de Rosen, Chairman of the Board of Directors | | “FOR” vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. | | FOR | | | | | Approval of the fixed, variable and non-recurring components of overall compensation and benefits of all types paid or assigned during the year ended December 31, 2023, to Mr. Daniel Tassé, Chief Executive Officer | | “FOR” vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. | | FOR |
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| | | | | Proposals | | Voting Standard | | Board Recommendation | | Advisory opinion on the compensation of named executive officers other than the Chief Executive Officer | | “FOR” vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. | | FOR | | | | | Approval of the compensation policy for the Chairman of the Board of Directors for the year ending December 31, 2024 | | “FOR” vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. | | FOR | | | | | Approval of the compensation policy for the Directors for the year ending December 31, 2024 | | “FOR” vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. | | FOR | | | | | Approval of the compensation policy for the Chief Executive Officer and Deputy Chief Executive Officer for the year ending December 31, 2024 | | “FOR” vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. | | FOR | | | | | Authorization to be granted to the Board of Directors to buy back company shares on the Company’s behalf pursuant to Article L.22-10-62 of the French Commercial Code | | “FOR” vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. | | FOR | | | | | Delegation to be granted to the Board of Directors for the company to cancel the shares bought back pursuant to Article L.22-10-62 of the French Commercial Code | | “FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. | | FOR | | | | | Reverse split of the Company’s shares by allocation of one new share with a par value of €1 for ten (10) existing shares with a par value of €0.10 each and delegation of powers to the Board of Directors for the purpose of implementing the reverse split | | “FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. | | FOR |
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| | | | | Proposals | | Voting Standard | | Board Recommendation | | Delegation of powers to be granted to the Board of Directors to issue ordinary shares and/or equity securities giving access to other equity securities or to the allocation of debt securities and/or securities giving access to ordinary shares with pre-emptive rights | | “FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. | | FOR | | | | | Delegation of powers to be granted to the Board of Directors to issue ordinary shares and/ or equity securities giving access to other equity securities or to the allocation of debt securities, and/or securities giving access to equity securities to be issued, without pre-emptive rights, by means of a public offer (excluding the offers set out in paragraph 1 of Article L.411-2 of the French Monetary and Financial Code), and/or as consideration for securities in the context of a public exchange offer | | “FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. | | FOR | | | | | Delegation of powers to be granted to the Board of Directors to issue ordinary shares and/ or equity securities giving access, as the case may be, to equity securities or to the allocation of debt securities (of the Company or a group company), and/or securities giving access to ordinary shares (of the Company or a group company), without pre-emptive rights, by means of a public offer referred to in paragraph 1 of Article L.411-2 of the French Monetary and Financial Code | | “FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. | | FOR | | | | | Authorization, in the event of an issue without pre-emptive rights, to set the issue price according to the terms set by the General Meeting, within a limit of 10% of the capital per year | | “FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. | | FOR | | | | | Delegation of powers to be granted to the Board of Directors to issue ordinary shares, giving, as the case may be, access to ordinary shares or the allocation of debt securities (of the Company or a group company) and/or securities giving access to ordinary shares (of the Company or a group company), with pre-emptive subscription rights waived in favor of a category of persons meeting specified characteristics | | “FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. | | FOR |
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| | | | | Proposals | | Voting Standard | | Board Recommendation | Delegation of powers to be granted to the Board of Directors to decide on the issue of ordinary shares who can prove their status by having their shares registered in their name,to be issued immediately or in the namefuture by the Company, with pre-emptive subscription rights waived in favor of a category of persons meeting specified characteristics within the framework of an intermediary duly registered on their behalf,equity financing agreement on the second business day priorUnited States stock market known as “At-The-Market” or “ATM Program” | | “FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. | | FOR | | | | | Delegation of powers to be granted to the Board of Directors, in the case of a capital increase with existing shareholders’ preferential subscription rights maintained or waived, to increase the number of shares to be issued in the event of excess demand for subscriptions | | “FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. | | FOR | | | | | Delegation of powers to be granted to the Board of Directors to increase the capital by means of the issue of ordinary shares and/or securities giving access to the capital, up to the limit determined by applicable laws and regulations at the time of the capital increase, in consideration for contributions in kind of securities or securities giving access to the capital | | “FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. | | FOR | | | | | Delegation of powers to be granted to the Board of Directors for the purpose of deciding on any operation of merger-absorption, demerger, or partial contribution of assets | | “FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. | | FOR | | | | | Delegation of powers to be granted to the Board of Directors to issue ordinary shares giving, as the case may be, access to ordinary shares or to the allocation of debt securities (of the Company or of a Group company), and/or securities giving access to ordinary shares (of the Company or of a Group company), in the context of an operation of merger, demerger or partial contribution of assets decided by the Board of Directors pursuant to the delegation referred to in the twenty-eighth resolution | | “FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. | | FOR |
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| | | | | Proposals | | Voting Standard | | Board Recommendation | | Overall limit on the maximum authorized amounts set under the resolutions twenty-first, twenty-second, twenty-fourth, twenty-fifth, twenty-sixth, twenty-seventh and twenty-ninth resolutions | | “FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. | | FOR | | | | | Delegation of powers to be granted to the Board of Directors to increase the capital by means of the incorporation of reserves, profits and/or premiums | | “FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. | | FOR | | | | | Delegation of powers to be granted to the Board of Directors to increase the capital by the issue of ordinary shares and/or securities giving access to the capital, with pre-emptive subscription rights waived in favor of the members of a company savings plan pursuant to Articles L.3332-18 and seq. of the French Labor Code | | “FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. | | FOR | | | | | Delegation of powers to be granted to the Board of Directors to issue stock warrants (BSA), subscription and/or acquisition of new and/or existing stock warrants (BSAANE) and/or subscription and/or acquisition of new and/or existing redeemable stock warrants (BSAAR) with pre-emptive subscription rights waived in favor of a category of persons | | “FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. | | FOR | | | | | Authorization to be granted to the Board of Directors to allocate for free existing and/or to be issued shares to employees and/or certain corporate officers of the company or related companies or economic interest groups | | “FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. | | FOR | | | | | Authorization to be granted to the Board of Directors to grant options to subscribe and/or purchase shares (stock options) to employees and/or certain officers of the Company or related companies or economic interest groups | | “FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. | | FOR | | | | | Ratification of the headquarters’ transfer decided by the Board of Directors | | “FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. | | FOR |
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| | | | | Proposals | | Voting Standard | | Board Recommendation | | Consequential amendment of article 3 on the Company’s bylaws | | “FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. | | FOR | | | | | Powers to complete formalities | | “FOR” vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. | | FOR |
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IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only. What matters will be voted at the Annual General Meeting? There are 38 proposed resolutions (the “Proposals”) scheduled to be considered and voted on at the Annual General Meeting: Within the authority of the Ordinary Shareholders’ Meeting: | 1. | Approval of the annual financial statements for the year ended December 31, 2023 |
| 2. | Approval of the consolidated financial statements for the year ended December 31, 2023 |
| 3. | Allocation of income for the year ended December 31, 2023 |
| 4. | Allocation of the accumulated deficit to the “Additional paid-in capital” |
| 5. | Statutory auditors’ special report on regulated agreements and acknowledgement of the absence of new regulated agreements |
| 6. | Renewal of Ms. Adora Ndu, as director |
| 7. | Renewal of Ms. Julie O’Neill, as director |
| 8. | Renewal of Ms. Danièle Guyot-Caparros, as director |
| 9. | Renewal of Mr. Ravi M. Rao, as director |
| 10. | Approval of the information set out in section I of Article L.22-10-9 of the French Commercial Code on the compensation of corporate officers for the year ended December 31, 2023 |
| 11. | Approval of the fixed, variable and non-recurring components of overall compensation and benefits of all types paid or assigned during the year ended December 31, 2023, to Mr. Michel de Rosen, Chairman of the Board of Directors |
| 12. | Approval of the fixed, variable and non-recurring components of overall compensation and benefits of all types paid or assigned during the year ended December 31, 2023, to Mr. Daniel Tassé, Chief Executive Officer |
| 13. | Advisory opinion on the compensation of named executive officers other than the Chief Executive Officer |
| 14. | Approval of the compensation policy for the Chairman of the Board of Directors for the year ending December 31, 2024 |
| 15. | Approval of the compensation policy for the Directors for the year ending December 31, 2024 |
| 16. | Approval of the compensation policy for the Chief Executive Officer and Deputy Chief Executive Officer for the year ending December 31, 2024 |
| 17. | Authorization to be granted to the Board of Directors to buy back company shares on the Company’s behalf pursuant to Article L.22-10-62 of the French Commercial Code |
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Within the authority of the Extraordinary Shareholders’ Meeting: | 18. | Delegation to be granted to the Board of Directors for the company to cancel the shares bought back pursuant to Article L.22-10-62 of the French Commercial Code |
| 19. | Reverse split of the Company’s shares by allocation of one new share with a par value of €1 for ten (10) existing shares with a par value of €0.10 each and delegation of powers to the Board of Directors for the purpose of implementing the reverse split |
| 20. | Delegation of powers to be granted to the Board of Directors to issue ordinary shares and/or equity securities giving access to other equity securities or to the allocation of debt securities and/or securities giving access to ordinary shares with pre-emptive rights |
| 21. | Delegation of powers to be granted to the Board of Directors to issue ordinary shares and/ or equity securities giving access to other equity securities or to the allocation of debt securities, and/or securities giving access to equity securities to be issued, without pre-emptive rights, by means of a public offer (excluding the offers set out in paragraph 1 of Article L.411-2 of the French Monetary and Financial Code), and/or as consideration for securities in the context of a public exchange offer |
| 22. | Delegation of powers to be granted to the Board of Directors to issue ordinary shares and/ or equity securities giving access, as the case may be, to equity securities or to the allocation of debt securities (of the Company or a group company), and/or securities giving access to ordinary shares (of the Company or a group company), without pre-emptive rights, by means of a public offer referred to in paragraph 1 of Article L.411-2 of the French Monetary and Financial Code |
| 23. | Authorization, in the event of an issue without pre-emptive rights, to set the issue price according to the terms set by the General Meeting, within a limit of 10% of the capital per year |
| 24. | Delegation of powers to be granted to the Board of Directors to issue ordinary shares, giving, as the case may be, access to ordinary shares or the allocation of debt securities (of the Company or a group company) and/or securities giving access to ordinary shares (of the Company or a group company), with pre-emptive subscription rights waived in favor of a category of persons meeting i.e. Monday, May 17, 2021specified characteristics |
| 25. | Delegation of powers to be granted to the Board of Directors to decide on the issue of ordinary shares to be issued immediately or in the future by the Company, with pre-emptive subscription rights waived in favor of a category of persons meeting specified characteristics within the framework of an equity financing agreement on the United States stock market known as “At-The-Market” or “ATM Program” |
| 26. | Delegation of powers to be granted to the Board of Directors, in the case of a capital increase with existing shareholders’ preferential subscription rights maintained or waived, to increase the number of shares to be issued in the event of excess demand for subscriptions |
| 27. | Delegation of powers to be granted to the Board of Directors to increase the capital by means of the issue of ordinary shares and/or securities giving access to the capital, up to the limit determined by applicable laws and regulations at midnightthe time of the capital increase, in consideration for contributions in kind of securities or securities giving access to the capital |
| 28. | Delegation of powers to be granted to the Board of Directors for the purpose of deciding on any operation of merger-absorption, demerger, or partial contribution of assets |
| 29. | Delegation of powers to be granted to the Board of Directors to issue ordinary shares giving, as the case may be, access to ordinary shares or to the allocation of debt securities (of the Company or of a Group company), and/or securities giving access to ordinary shares (of the Company or of a Group company), in the context of an operation of merger, demerger or partial contribution of assets decided by the Board of Directors pursuant to the delegation referred to in the twenty-eighth resolution |
| 30. | Overall limit on the maximum authorized amounts set under the resolutions twenty-first, twenty-second, twenty-fourth, twenty-fifth, twenty-sixth, twenty-seventh and twenty-ninth resolutions |
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| 31. | Delegation of powers to be granted to the Board of Directors to increase the capital by means of the incorporation of reserves, profits and/or premiums |
| 32. | Delegation of powers to be granted to the Board of Directors to increase the capital by the issue of ordinary shares and/or securities giving access to the capital, with pre-emptive subscription rights waived in favor of the members of a company savings plan pursuant to Articles L.3332-18 and seq. of the French Labor Code |
| 33. | Delegation of powers to be granted to the Board of Directors to issue stock warrants (BSA), subscription and/or acquisition of new and/or existing stock warrants (BSAANE) and/or subscription and/or acquisition of new and/or existing redeemable stock warrants (BSAAR) with pre-emptive subscription rights waived in favor of a category of persons |
| 34. | Authorization to be granted to the Board of Directors to allocate for free existing and/or to be issued shares to employees and/or certain corporate officers of the company or related companies or economic interest groups |
| 35. | Authorization to be granted to the Board of Directors to grant options to subscribe and/or purchase shares (stock options) to employees and/or certain officers of the Company or related companies or economic interest groups |
| 36. | Ratification of the headquarters’ transfer decided by the Board of Directors |
| 37. | Consequential amendment of article 3 on the Company’s bylaws |
Within the authority of the Ordinary Shareholders’ Meeting: | 38. | Powers to complete formalities. |
What does a DBV ADS represent? Each ADS represents one-half of one Ordinary Share of DBV Technologies S.A. Each Ordinary Share is entitled to one vote. As of March 31, 2024, 96, 434, 369 Ordinary Shares were outstanding, of which 23, 081,400 were represented by 46,162,800 ADSs. What if another matter is properly brought before the meeting? At this time, the Board of Directors is unaware of any matters to be presented at the Annual General Meeting, other than as set forth above and the possible additional shareholder resolutions that may properly be submitted before the Annual General Meeting in accordance with applicable French law. Holders of Ordinary Shares: To address the possibility of another matter being presented at the Annual General Meeting, holders of Ordinary Shares may use their proxy card to (i) abstain from voting on such matters, (ii) vote “AGAINST” on such matters, or (iii) grant a proxy to the chairman of the Annual General Meeting to vote on any new matters that are proposed during the meeting, or (iv) grant a voting proxy to another shareholder, their spouse, or their partner with whom they have entered into a civil union. If no instructions are given with respect to matters about which we are currently unaware, holder’s Ordinary Shares will not be voted on such matters. If a holder of Ordinary Shares chooses to grant a proxy to the chairman of the Annual General Meeting, with respect to either all matters or only any additional matters not disclosed in this proxy statement, the chairman of the Annual General Meeting shall issue a vote in favor of adopting such undisclosed resolutions submitted or approved by the Board of Directors and a vote against adopting any other such undisclosed resolutions. Holders of ADSs: Ordinary Shares underlying ADSs will not be voted on any matter not disclosed in the proxy statement. 10
Why is the Company soliciting my proxy? Our Board of Directors is soliciting your proxy to vote at the 2024 annual meeting of shareholders to be held at the Company’s new headquarters located at 107 avenue de la République 92320 Châtillon, France, on May 16, 2024, at 10:00 AM Paris time. This proxy statement, along with the accompanying Notice of Annual Meeting of Shareholders, summarizes the purposes of the meeting and the information you need to know to vote at the annual meeting. We have sent you this proxy statement, the Notice of Annual Meeting of Shareholders, the proxy card and a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, because you owned our Ordinary Shares or ADSs on April 25, 2024. Our Depositary, Citibank, N.A., intends to commence mailing the proxy materials to holders of our ADSs on or about April 30, 2024. Our registrar, Société Générale Securities Services intends to commence distribution of the proxy materials to shareholders of Ordinary Shares on or about April 29, 2024, in accordance with French law and requirements. Who may vote? Ordinary shareholders of record and bearer shareholders If you are a holder of Ordinary Shares at zero hour Paris time on May 14, 2024 you will be eligible to vote at the Annual General Meeting. In deciding all matters at the Annual General Meeting, each shareholder will be entitled to one vote for each share of our Ordinary Shares held by them on the record date. In accordance with article R. 225-85 of the French Commercial Code, only those holders of Ordinary Shares who can prove their status by having their shares registered in their name, or in the name of an intermediary duly registered on their behalf, on the second business day prior to the meeting, i.e. May 14, 2024 at zero hour Paris time (the “Ordinary Share Record Date”), either in the registered share accounts or in the bearer share accounts held by their authorized intermediary, will be eligible to vote. For registered shareholders, this registration in the registered share accounts on the Ordinary Share Record Date is sufficient to enable them to vote their Shares. For bearer shareholders, it is the authorized intermediaries who maintain the bearer share accounts who directly prove their clients’ status as shareholders to Société Générale Securities Services (the centralizing institution for the meeting mandated by DBV Technologies) by producing a certificate of participation which they attach to the single postal voting or proxy form drawn up in the name of the shareholder or on behalf of the shareholder represented by the registered intermediary. Holders of American Depositary Shares If you are a registered holder of ADSs on the books of Citibank, N.A. on April 21, 202125, 2024 (the “ADS Record Date”), then at or prior to 10:00 a.m.AM Eastern Time on May 12, 2021,10, 2024, you may provide instructions to the Depositary as to how to vote the Ordinary Shares underlying your ADSs on the issues set forth in this proxy statement. The Depositary will mail you a voting instruction card if you hold ADSs in your own name on the Depositary’s share register (“Registered Holders”). If, however, on the ADS Record Date you held your ADSs through a bank, broker, custodian or other nominee/agent (“Beneficial Holders”), it is anticipated that such bank, broker, custodian or nominee/agent will forward voting instruction forms to you. | | • | | Registered holdersHolders. Registered holders of ADSs must complete, sign and return a Voting Instruction Form to be actually received by the Depositary on or prior to 10:00 a.m.AM Eastern Time on May 12, 2021.10, 2024. |
| | • | | Street Name holdersBeneficial Holders. If our ADSs are held on your behalf in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of those ADSs held in “street name,” and this
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11
| proxy statement was forwarded to you by your broker or nominee. A holder of ADSs held through a broker, bank or other nominee (a “beneficial holder of ADSs”) should follow the instructions that its broker, bank or other nominee provides to vote the Ordinary Shares underlying its ADSs. |
As an ADS holder, you will not be entitled to vote in person at the Annual General Meeting. To the extent you provide the Depositary or your broker, bank or other nominee, as applicable, with voting instructions, the Depositary will, to the extent practicable and subject to French law and the terms of the deposit agreement, vote the Ordinary Shares underlying your ADSs in accordance with your instructions. How many votes do I have? Each share of ourordinary shares Ordinary Shares that you own entitles you to one vote. Each American Depositary ShareADS represents one-half of one ordinary share.Ordinary Share. Voting instructions with respect to ADSs may be given only in respect of a number of ADSs representing an integral number of ordinary shares.Ordinary Shares. How will my Ordinary Shares be voted if I do not vote? If you hold Ordinary Shares and do not (i) grant your voting proxy directly to the chairman of the Annual General Meeting, (ii) vote in person at the Annual General Meeting, (iii) grant your voting proxy to another shareholder, your spouse, or your partner with whom you have entered into a civil union, (iii)(iv) vote by submitting your proxy card by mail or (iv)(v) vote electronically via Votaccess, your Ordinary Shares will not be counted as votes cast and will have no effect on the outcome of the vote with respect to any matter. If you hold Ordinary Shares and grant your voting proxy directly to the chairman of the Annual General Meeting without specifying how you wish to vote with respect to a particular matter, your Ordinary Shares will be voted in accordance with the boardBoard of directors’Directors’ recommendations. If you own Ordinary Shares in “street name” through a broker, bank or other nominee and you do not direct your broker how to vote your shares on the proposals, your shares will not be voted on any proposal on which the broker does not have discretionary authority to vote. This is referred to as a broker non-vote. We believe that all of our proposals are non-routine matters and your broker cannot vote your shares for which you have not provided voting instructions. Broker non-votes on a particular proposal will not be counted as votes cast and will have no effect on the outcome of the vote with respect to such matter. How will the Ordinary Shares underlying my ADSs be voted if I do not provide voting instructions to the Depositary or my broker, bank or other nominee? With respect to Ordinary Shares represented by ADSs for which no timely voting instructions are received by the Depositary from a holder of ADSs, the Depositary shall not vote such Ordinary Shares. The Depositary will not itself exercise any voting discretion in respect of any Ordinary Shares. If you own ADSs in “street name” through a broker, bank or other nominee and you do not direct your broker how to instruct the Depositary how to vote the Ordinary Shares represented by your ADSs on the proposals, your shares will not be voted on any proposal on which the broker does not have discretionary authority to provide voting instructions to the Depositary. This is referred to as a broker non-vote. We believe that all of our proposals are non-routine matters and your broker cannot provide voting instructions to the Depositary with respect to how to vote the Ordinary Shares represented by your ADSs for which you have not provided voting instructions. Broker non-votes on a particular proposal will not be counted as votes cast and will have no effect on the outcome of the vote with respect to such matter. 12
How will my Ordinary Shares be voted if I grant my proxy to the chairman of the Annual General Meeting? If you are a holder of Ordinary Shares and you grant your proxy to the chairman of the Annual General Meeting, the chairman of the Annual General Meeting will vote your Ordinary Shares in accordance with the boardBoard of directors’Directors’ recommendations. As a result, your Ordinary Shares would be voted “FOR” the nominees of the boardBoard of directorsDirectors in Proposal Nos. 6 to 109 and “FOR” each of Proposal Nos. 1 to 5 11and 10 to 15, and 18 to 38 and “AGAINST” each of Proposal Nos. 16 and 17.38. How many votes are needed for approval of each proposed resolution? | | • | | Proposal Nos. 1 to 22:17 and Proposal 38: The affirmative vote of a majority of the total number of votes cast is required for the election of each director nominee in Proposal Nos. 6 to 109 and for the approval of each matter described in Proposal Nos. 1 to 5, 10 to 17, and 11 to 23. Under French law, this means that the votes cast “FOR” a nominee must exceed the aggregate of the votes cast “AGAINST” that nominee, and the votes cast “FOR” a resolution must exceed the aggregate of the votes cast “AGAINST” that resolution.38. |
| | • | | Proposal Nos. 23 18 to 38:37: For approval of Proposal Nos. 23 through 38,18 to 37, the affirmative vote of two-thirds of the total number of votes cast is required. |
What is an “abstention” and how would it affect the vote? With respect to Ordinary Shares, an “abstention” occurs when a shareholder votes by mail with instructions to abstain from voting regarding a particular matter or without making a selection with respect to a particular matter. With respect to ADSs, an abstention occurs when a holder of ADSs sends proxy instructions to the Depositary to abstain from voting regarding a particular matter or without making a selection with respect to a particular matter. Abstentions by holders of Ordinary Shares or by holders of ADSs will not be counted toward a quorum and will not be counted as votes cast and will have no effect on the outcome of the vote on matters on which a holder has abstained. Who will count the votes at the Annual General Meeting? Representatives of Société Générale Securities Services and our legal department will tabulate the votes and act as inspectors of election. What Constitutes a Quorum for the Annual Meeting? Consistent with French law, our by-laws provide that a quorum requires the presence of shareholders having at least (1) 20% of the shares entitled to vote in the case of an ordinary shareholders’ general meeting or at an extraordinary shareholders’ general meeting where shareholders are voting on a capital increase by capitalization of reserves, profits or share premium, or (2) least: | (1) | 20% of the shares entitled to vote in the case of an ordinary shareholders’ general meeting or at an extraordinary shareholders’ general meeting where shareholders are voting on a capital increase by capitalization of reserves, profits or share premium, or |
| (2) | 25% of the shares entitled to vote in the case of any other extraordinary shareholders’ general meeting. |
How can I vote my ordinary shares?Ordinary Shares or ADSs? Due to the COVID-19 pandemic, the Annual General Meeting will be held in closed session without the physical presence of shareholders and other persons entitled to attend, in accordance with Article 4 of Order No. 2020-321 of 25 March 2020 adapting the rules for meetings and deliberations of meetings and governing bodies of legal persons and entities without legal personality under private law due to the COVID-19 pandemic, as amended and extended, among others, by Order No. 2020-1497 of 2 December 2020 extending and amending Order No. 2020-321 of 25 March 2020 and by Decree no. 2021-255 of 9 March 2021 extending the period of application of Order No. 2020-321 of 25 March 2020, Decree no. 2020-418 of 10 April 2020 and Decree no. 2020-629 of 25 May 2020, Therefore, we urge you to vote by proxy as you may not attend the meeting in person. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via the Internet or telephone. You may specify whether your shares should be voted for, against or abstain with respect to each proposal. If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with our board of directors’ recommendations as noted below.hold Ordinary Shares
In order to facilitate their participation in the Annual General Meeting, the Company offers its holders of ordinary sharesOrdinary Shares the possibility of voting via Votaccess. The Votaccess website will be open from Monday, May 3, 2021April 26, 2024, at 9:00 a.m.AM Paris time to Tuesday, May 18, 202115, 2024, at 3:00 p.m.PM Paris time. 13
In order to avoid any possible bottleneck on the Votaccess platform, shareholders are strongly recommended not to wait until the end of the opening period of Votaccess to enter their instructions. Only holders of bearer shares whose account-holding institution has subscribed to the Votaccess system and offers them this service for this general meeting will be able to access it. The securities account holder of the bearer shareholder, who does not subscribe to Votaccess or who makes access to the site subject to conditions of use, will indicate to the shareholder how to proceed. Shareholders wishing to participate in the Annual General Meeting may choose one of the following options: vote in person at the Annual General Meeting; give your voting proxy to the chairman of the general meeting Annual General Meeting; grant your voting proxy to another shareholder, your spouse, or your partner with whom you have entered into a civil union; or vote by mail or via Votaccess;Votaccess. You may vote in person at the Annual General Meeting so long as you do not submit your proxy card by mail or appoint a proxy in advance of the meeting. Shareholders who have chosen to vote by mail or to give aproxy to the Chairman or to grant a voting proxy to another shareholder, your spouse, or your partner with whom you have entered into a civil union, using the single form or via Votaccess may: If you are a registered shareholder: by mail, return the single form for voting by mail or by proxy that will be sent to you with the notice of meeting using the enclosed T envelope no later than Saturday, May 15, 2021, 11:59 p.m., Paris Time; or by Internet, log on to www.sharinbox.societegenerale.com no later than 3:00 p.m., Paris Time, Tuesday, May 18, 2021;
| • | | in the case of registered shareholders: by mail, return the single form for voting by mail that will be sent to you with the notice of meeting using the enclosed envelope no later than May 13, 2024, 11:59 PM Paris Time; or via Votaccess, log on tohttps://sharinbox.societegenerale.com/en/shareholders no later than May 15, 2024, 3:00 PM Paris Time; |
in the case of bearer shareholders: by post, request this form from the financial intermediary with which their shares are registered, as of the date of the meeting, which request must be received at least six days prior to the date of the meeting, at the following address Société Générale, Service des Assemblées (CS 30812—30812 – 44308 Nantes Cedex 3) no later than Saturday, May 15, 2021,13, 2024, 11:59 p.m.PM., Paris Time; or via Internet, log on to the portal of its securities account holder to access the Votaccess site in accordance with the terms and conditions set out below, no later than May 15, 2024, 3:00 p.m., Paris Time, Tuesday, May 18, 2021,PM Paris time. Postal votes cast by paper means will only be taken into account if the duly completed and signed forms (and accompanied by the certificate of participation for bearer shares) reach the aforementioned Meetings Department of Société Générale at least three days before the date of the general meeting, i.e., no later than Saturday, May 15, 2021,13, 2024, 11:59 PM Paris time. In accordance with the provisions of Article R. 225-79 of the French Commercial Code, notification of the appointment and revocation of a proxy to the Chairman or to another shareholder, your spouse, or your partner with whom you have entered into a civil union, may also be made in the following manner: by post, using the voting form sent either directly for registered shareholders, using the prepaid reply envelope attached to the notice of meeting, or by the holder of the share account for bearer shareholders and received by the Société Générale, Service des Assemblées (CS 30812 – 44 308 Nantes Cedex 3) no later than May 13, 2024, 11:59 p.m. Paris time; by electronic means, by connecting, for registered shareholders to the www.sharinbox.societegenerale.com website, for bearer shareholders to the portal of their securities account holder to access the Votaccess website, in accordance with the terms and conditions described below, no later than May 15, 2024, 3:00 PM Paris time. 14
In addition, if you give a proxy vote to another shareholder, to your spouse or to your partner with whom you have entered into a civil union, the voting proxy needs to address its voting instructions to Société Générale for the exercise of its mandates in the form of a scanned copy of the single form, by e-mail to the following address: assemblees.generales@sgss.socgen.com. The form must bear the surname, first name and address of the person being named as proxy, the words “In the capacity of proxy”, and must be dated and signed. The direction of the vote must be indicated in the “I vote by mail” box of the form. The proxy must attach a copy of his or her identity card and, if applicable, a power of attorney from the legal entity he/she represents. To be taken into account, the electronic message must be received by Société Générale no later than the fourth day prior to the date of the meeting, which is Saturday, May 15, 2021. In accordance with the provisions of Article R. 225-79 of the French Commercial Code, notification of the appointment and revocation of a proxy to the Chairman may also be made in the following manner:
by post, using the voting form sent either directly for registered shareholders, using the prepaid reply envelope attached to the notice of meeting, or by the holder of the share account for bearer shareholders and received by the Société Générale, Service des Assemblées (CS 30812 - 44 308 Nantes Cedex 3) no later than Saturday, May 15, 2021, 11:59 p.m. Paris Time;
by electronic means, by connecting, for registered shareholders to the www.sharinbox.societegenerale.com website, for bearer shareholders to the portal of their securities account holder to access the Votaccess website, in accordance with the terms and conditions described below, no later than Tuesday, May 18, 2021 at 3:00p.m., Paris time.
As an exception to Section III of Article R. 225-85 of the French Commercial Code and in accordance Article 7 of Decree No. 2020-418 of April 10, 2020 adapting the rules of meeting and deliberation of the assemblies and governing bodies of legal persons and entities without legal personality under private law due to the COVID-19 pandemic, a shareholder who has already voted by mail, or sent a proxy to the Chairman may choose another means of participating in the meeting, provided that his/her/it instructions to this effect reaches the Company within the time required for the new mode of participation chosen. However, if a transfer of ownership occurs before the Ordinary Share Record Date, the Company shall invalidate or modify, as the case may be, the vote cast by mail, the proxy or the certificate of participation, as the case may be.
To this end, the authorized intermediary holding the account shall notify the Company or its agent of the transfer of ownership and provide it with the necessary information. No transfer of ownership made after Ordinary Share Record Date, regardless of the means used, shall be notified by the authorized intermediary holding the account or taken into consideration by the Company, notwithstanding any agreement to the contrary. It should be noted that for any proxy given by a shareholder without indication of a proxy holder, the chairman of the Annual General Meeting shall cast a vote in favor of the adoption of draft resolutions presented or approved by the Board of Directors, and a vote against the adoption of all other draft resolutions. Please also note that shareholders who wish to ask questions may submit these in writing, accompanied by the shareholder’s certificate of registration, to investors@dbv-technologies.cominvestors@dbv-technologies.com.. Questions must be receivedsubmitted by Monday, May 17, 202110, 2024, at 11:59 p.m.,PM Paris time. If you hold ADSs: If you are a holder of ADSs, you may give voting instructions to the Depositary or your broker, bank, or other nominee, as applicable, with respect to the Ordinary Shares underlying your ADSs. If you held ADSs as of the ADS Record Date, you have the right to instruct the Depositary - if you held your ADSs directly - or the right to instruct your broker, bank, or other nominee - if you held your ADSs through such intermediary - how to vote. If you are a registered holder of ADSs on the books of the Depositary as of the ADS Record Date, the Depositary will mail you a Voting Instruction Form. So long as the Depositary receives your Voting Instruction Form on or prior to 10:00 AM Eastern Time on May 10, 2024, it will, to the extent practicable and subject to French law and the terms of the deposit agreement, vote the underlying Ordinary Shares as you instruct. If your ADSs are held through a broker, bank, or other nominee as of the ADS Record Date, such intermediary will provide you with instructions on how you may give voting instructions with respect to the Ordinary Shares underlying your ADSs. Please check with your broker, bank, or other nominee, as applicable, and carefully follow the voting instructions provided to you. As an ADS holder, you will not be entitled to vote in person at the Annual General Meeting. To the extent you provide the Depositary or your broker, bank, or other nominee, as applicable, with voting instructions, the Depositary will, to the extent practicable and subject to French law and the terms of the deposit agreement, vote the Ordinary Shares underlying your ADSs in accordance with your instructions. How does the boardBoard of directorsDirectors recommend that I vote on the proposals? Our boardBoard of directorsDirectors recommends that you vote FOR”“FOR” the nominees to the boardBoard of directorsDirectors in Proposal Nos. 6 to 109 and “FOR” each of Proposal Nos. 1 to 5 11and 10 to 15, and 18 to 38 and “AGAINST” each of Proposal Nos. 16 and 17.38. What if I receive more than one proxy card? You may receive more than one proxy card if you hold shares in more than one account, which may be in registered form or held in street name. Please vote in the manner described above under “How Cancan I Votevote my Ordinary Shares or ADSs?” for each account to ensure that all of your shares are voted. 15
Is voting confidential? We will keep all the proxies, ballots and voting tabulations private. We only let our Inspector of Election examine these documents. Management will not know how you voted on a specific proposal unless it is necessary to meet legal requirements. We will, however, forward to management any written comments you make on the proxy card or that you otherwise provide. Where can I find the voting results of the Annual General Meeting? The preliminary voting results will be announced at the annual meeting, and we will publish preliminary results, or final results if available, in a Current Report on Form 8-K within four business days of the annual meeting. If final results are unavailable at the time we file the Form 8-K, then we will file an amended Current Report on Form 8-K to disclose the final voting results within four business days after the final voting results are known. What Are the Costs of Soliciting These Proxies? We will pay all of the costs of soliciting these proxies. Our directors and employees may solicit proxies in person or by telephone, fax or email. We will pay these employees and directors no additional compensation for these services. We will ask banks, brokers and other institutions, nominees and fiduciaries to forward these proxy materials to their principals and to obtain authority to execute proxies. We will then reimburse them for their expenses. Where is the Annual General Meeting? The annual meeting will be held at 2:00 p.m. Paris time on Wednesday, May 19, 2021 at the Company’s headquarters located at 177-181 Avenue Pierre Brossolette – 92120 Montrouge, France. However, due to the COVID-19 pandemic the Annual General Meeting will be held in closed session withoutat 10:00 AM, Paris time, on May 16, 2024 at the physical presence of shareholders and other persons entitled to attend, in accordance with Article 4 of Order No. 2020-321 of 25 March 2020 adapting the rules for meetings and deliberations of meetings and governing bodies of legal persons and entities without legal personality under private law due to the Covid-19 pandemic, as amended and extended, among others, by Order No. 2020-1497 of 2 December 2020 extending and amending Order No. 2020-321 of 25 March 2020 and by Decree no. 2021-255 of 9 March 2021 extending the period of application of Order No. 2020-321 of 25 March 2020, Decree no. 2020-418 of 10 April 2020 and Decree no. 2020-629 of 25 May 2020.Company’s new headquarters located at 107, avenue de la République 92320 Châtillon, France. On May 19, 2021,16, 2024, starting at 2:10:00 p.m.AM Paris time, the Annual General Meeting will be webcast with live audio on the Company’s website http://www.dbv-technologies.com/fr/www.dbv-technologies.com in the Events and Presentations section,, including the presentation of the results of the votes on the resolutions received by Société Générale Securities Services. Shareholders will also be able to access the recorded webcast of the Annual General Meeting on the Company’s website for twofive (5) years. Who may attend the Annual General Meeting? Holders of record of Ordinary Shares as of zero hour Paris time, on May 14, 2024 or their duly appointed proxies, may attend the Annual General Meeting. Holders of Ordinary Shares may request an admission card for the Annual General Meeting by checking the appropriate box on the proxy form, dating and signing it, and returning the proxy form by regular mail or may present evidence of their status as a shareholder at the Annual General Meeting as of zero hour Paris time, on May 14, 2024. Holders of ADSs will not be able to attend the Annual General Meeting. Can I vote in person at the Annual General Meeting? If you hold Ordinary Shares as of zero hour, Paris time, on May 14, 2024, you may vote in person at the Annual General Meeting unless you submit your proxy or voting instructions prior to the Annual General Meeting. If you hold ADSs, you will not be able to vote the Ordinary Shares underlying your ADSs in person at the Annual General Meeting. 16
I share an address with another holder of ADSs, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials? SEC rules concerning the delivery of annual disclosure documents allow us or your broker to send a single set of our proxy materials to any household at which two or more of our ADS holders of record reside, if we or your broker believe that the ADS holders of record are members of the same family. This practice, referred to as “householding,” benefits both you and us. It reduces the volume of duplicate information received at your household and helps to reduce our expenses. The rule applies to our annual reports, proxy statements and information statements. Once you receive notice from your broker or from us that communications to your address will be “householded,” the practice will continue until you are otherwise notified or until you revoke your consent to the practice. ADS holders who participate in householding will continue to have access to and utilize separate proxy voting instructions. If a broker or other nominee holds your ADSs and (1) your household received a single set of proxy materials this year, but you would prefer to receive your own copy or you do not wish to participate in householding and would like to receive your own set of our proxy materials in future years or (2) you share an address with another ADS holder and together both of you would like to receive only a single set of proxy materials, please contact the broker or other nominee directly and inform them of your request. Be sure to include your name, the name of your brokerage firm and your account number. Can I receive Company shareholder communications by electronic delivery? Most shareholders can elect to view or receive copies of future proxy materials over the Internet instead of receiving paper copies in the mail. You can choose this option and save us the cost of producing and mailing these documents by following the instructions provided on your proxy card or by following the instructions provided when you vote over the Internet. Where can I find documents referenced in this proxy statement? An English translation of the full text of the resolutions to be submitted to shareholders at the Annual General Meeting is included in Annex A of this proxy statement and this proxy statement will be accompanied by the Company’s Annual Report on Form 10-K, which includes the consolidated financial statements of the Company for the fiscal year ended December 31, 20202023 presented in accordance with generally accepted accounting principles in the United States. The Company’s Annual Report on Form 10-K was filed with the SEC on March 17, 20217, 2024, and is available on our website athttps://www.dbv-technologies.comwww.dbv-technologies.com.. In addition, once available, the following documents will be posted on our website athttps://www.dbv-technologieswww.dbv-technologies.com:: (i) an English translation of the statutory financial statements of the Company for the fiscal year ended December 31, 20202023 prepared in accordance with generally accepted accounting principles as applied to companies in France; (ii) an English translation of the consolidated financial statements of the Company for the fiscal year ended December 31, 20202023 prepared in accordance with International Financial Reporting Standards as adopted by the European Union; (iii) an English translation of the report of the boardBoard of directorsDirectors and the management report; and (iv) an English translation of the report of the statutory auditors concerning the statutory and consolidated financial statements of the Company for the fiscal year ended December 31, 2020,2023, as well as an English translation of the special report of the statutory auditors concerning the regulated agreements and acknowledgement of the absence of new related party transactions being presented to shareholders for approval in Proposal No. 5. You may obtain additional information, which we make available in accordance with French law, by contacting the Company until April 15, 2024 at DBV Technologies S.A., 177-181, avenue Pierre Brossolette – 92120 Montrouge and from April 16, 2024 at DBV Technologies S.A., 107 avenue de la République 92320 Châtillon, France, or by emailing investors@dbv-technologies.cominvestors@dbv-technologies.com.. Such additional information includes, but is not limited to, the statutory auditors’ reports referenced in the resolutions described below. 17
What is the deadline to propose actions for consideration at next year’s Annual General Meeting of shareholders or to nominate individuals to serve as directors? Shareholder Proposals Any holder of ADSs and/or Ordinary Shares desiring to present a resolution for inclusion in the Company’s proxy statement for the 20212025 Annual General Meeting of shareholders must deliver such resolution to the boardBoard of directorsDirectors at the address below no later than December 27, 2021.2024. Only those resolutions that comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be included in the Company’s proxy statement for the 20222025 Annual General Meeting of shareholders. In addition, under French law, holders of Ordinary Shares are permitted to submit a resolution for consideration so long as such matter is received by the Company no later than 25 days prior to the date of the meeting. Holders of Ordinary Shares wishing to present resolutions at the 20222024 Annual General Meeting of shareholders made outside of Rule 14a-8 under the Exchange Act must comply with the procedures specified under French law. A shareholder who meets the requirements set forth in Articles L. 225-105 and R. 225-71 of the French Commercial Code may submit a resolution by sending such resolution to the address below by registered letter with acknowledgment of receipt or via e-mail. The resolution must include the text of the proposed resolution, a brief explanation of the reason for such resolution and an affidavit to evidence the shareholder’s holdings. Any holder of Ordinary Shares who meets the requirements set forth in Articles L. 225-105 and R. 225-71 of the French Commercial Code also may submit a director nomination to be considered by the nomination and corporate governance committee for nomination by following the same process outlined above and including the information regarding the director as set forth in Article R. 225-83 5o5o of the French Commercial Code in their submission. In addition to satisfying the requirements under French law and our by-laws, to comply with the universal proxy rules, any holder of ADSs and/or Ordinary Shares who intends to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 17, 2025. All submissions to the Company should be made to:made: DBV Technologies S.A.
177-181 avenue Pierre Brossolette
92120 Montrouge, France
Attention: Legal Department
Email : investors@dbv-technologies.com
| | | | Until April 15, 2024 | | From April 16, 2024 | | | To DBV Technologies S.A. 177-181, avenue Pierre Brossolette – 92120 Montrouge Attention: Legal Department Email: legal@dbv-technologies.com | | To DBV Technologies S.A. 107 avenue de la République 92320 Châtillon, France Attention: Legal Department Email: legal@dbv-technologies.com |
Nomination of Director Candidates Shareholders may recommend director candidates for consideration by our nominating and corporate governance committee.Nominating Committee. For additional information regarding our policy regarding shareholder recommendations for director candidates, see “Board of Directors“Shareholder Proposals and Corporate Governance—Shareholder RecommendationsNominations for Nominations to the Board of Directors.Director.” 18
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE Board of Directors Our business affairs are managed under the direction of our boardBoard of directors,Directors, which is currently composed of nineten members. SevenNine of our directors are independent within the meaning of the listing standards of the Nasdaq Stock Market.Nasdaq. The following table sets forth the names, ages as of April 14, 2021,8, 2024, and certain other information for each of the nominees for director each of the provisionally appointed directors subject to shareholder ratification, and for each of the continuing members of our boardBoard of directors:Directors: | | | | | | | | | | | Name | | Age | | | Position | | Term Expires | | Nominees for Director | | | | | | | | | | | Adora Ndu | | | 39 | | | Director Nominee | | | n/a | | Ravi Rao | | | 53 | | | Director Nominee | | | n/a | | Viviane Monges (1) | | | 57 | | | Director | | | 2021 | | Julie O’Neill | | | 55 | | | Director | | | 2021 | | Provisionally Appointed
Directors Subject to Shareholder Ratification | | | | | | | | | | | Timothy E. Morris (1) | | | 59 | | | Director | | | 2022 | | Continuing Directors | | | | | | | | | | | Daniel Tassé | | | 61 | | | Chief Executive Officer and Director | | | 2023 | | Michel de Rosen (3) | | | 70 | | | Non-Executive Chairman of the Board of Directors | | | 2022 | | Maïlys Ferrère (2)(3) | | | 58 | | | Director | | | 2023 | | Michael J. Goller (2)(3) | | | 46 | | | Director | | | 2023 | | Daniel Soland (1) | | | 62 | | | Director | | | 2022 | | Director Whose Term Expires Immediately Following Annual General Meeting | | | | | | | | | | | Dr. Torbjörn Bjerke (2)(3) | | | 58 | | | Director | | | 2021 | |
| | | | | | | | | | | Name | | Age | | | Position | | Term Expires | | Nominees for Director | | | | | | | | | | | Daniele Guyot-Caparros (1) (2) | | | 65 | | | Director | | | 2024 | | Ravi M. Rao (3) | | | 55 | | | Director | | | 2024 | | Adora Ndu (1) | | | 42 | | | Director | | | 2024 | | Julie O’Neill (2) (5) | | | 58 | | | Director | | | 2024 | | Continuing Directors | | | | | | | | | | | Michel de Rosen (2) (3) | | | 73 | | | Non-Executive Chairman of the Board | | | | | Daniel Tassé | | | 64 | | | Chief Executive Officer and Director | | | 2026 | | Maïlys Ferrère (3) | | | 61 | | | Director | | | 2026 | | Michael J. Goller (3) (6) | | | 48 | | | Director | | | 2026 | | Timothy E. Morris (1) (4) | | | 62 | | | Director | | | 2025 | | Daniel B. Soland (2) | | | 65 | | | Director | | | 2025 | |
| | (1) | Member of our audit committee.committee (the “Audit Committee”) |
| | (2) | Member of our compensation committee.committee (the “Compensation Committee”) |
| | (3) | Member of our nominating and corporate governance committee.committee (the “Nominating Committee”). |
| (4) | Chair of our Audit Committee |
| (5) | Chair of our Compensation Committee |
| (6) | Chair of our Nominating Committee |
Daniel TasséNominees for Director: has served as Chief Executive Officer since November 2018 and as a member of our board of directors since March 2019. From March 2016 to November 2018, Mr. Tassé served as the Chairman and Chief Executive Officer of Alcresta Therapeutics, Inc., a pediatric-focused rare disease biotechnology company. From January 2008 to April 2015, Mr. Tassé served as the Chairman and Chief Executive Officer of Ikaria, Inc., which develops drugs and devices for critically ill patients. In April 2015, Ikaria was acquired by Mallinckrodt Pharmaceuticals. Mr. Tassé holds a B.Sc. in Biochemistry from Université de Montréal. The board of directors believes that Mr. Tassé’s leadership and extensive experience in the pharmaceutical industry will allow him to drive us to the success of our objectives.
Michel de RosenDaniele Guyot-Caparros has served as a member of our Board of Directors since October 2022. Danièle has thorough experience in the fields of finance and operations. She began her career at PricewaterhouseCoopers (PwC), a multinational professional services and audit firm, as an auditor, also acquiring extensive experience in corporate finance with a focus on the chemical and pharmaceutical industries. In 1992, she joined the financial department of the Rhône-Poulenc-Rorer group, a French chemical and pharmaceutical company (which became Aventis and then Sanofi), within which she held important international responsibilities (CFO R&D worldwide, CFO Europe, Head of the Pharmaceutical Operations plan). She also developed expertise in business development and optimization of product portfolios. In 2008, she became Senior Advisor for Deloitte Conseil in France, a multinational professional services and audit firm, in order to support the development of the pharmaceutical industry and the health sector. To this end, she has assisted with numerous missions with a wide variety of clients (large and medium-sized pharma, biotech/medtech companies, scientific foundations, etc.) with a focus on issues of business transformation, governance and M&A. Danièle has held independent director responsibilities in several biotechs/medtechs. From 2015 to 2017, she was a member of the supervisory board and the audit committee of directors since May 2018 and asDiaxonhit, a publically traded French biotechnology company (which became Eurobio Scientific-listed on Euronext Growth). She chaired the audit committee of Supersonic Imagine, a French biotechnology company, until its takeover by the US Non-ExecutiveHo-logic Chairman of our board of directors since Marchgroup, a U.S. medical technology company, in 2019. Mr. de Rosen also servesFinally, from 2013 to June 2023, she was on the board of directors of FaureciaONXEO, a clinical-stage biotechnology company, (listed on Euronext, OMS Copenhagen and Pharnext. Mr.then Euronext Growth), where she chaired the audit committee and the board from May 2019 to July 2021. Ms. Guyot-Caparros is a graduate of ICN
19
(Institut Commercial de Rosen served as ChairmanNancy) specializing in finance/accounting and Chief Executive Officer of Eutelsat from 2009 until his retirement in November 2017, Chairman and Chief Executive Officer of ViroPharma from 2000 to 2008, and Chairman and Chief Executive Officer of Rhone-Poulenc Santé from 1993 to 1999. Healso has a higher accounting degree. She also held numerous positions at the French Ministries of Finance, Defense, Industry and Telecommunication. Mr. de Rosen holds an M.B.A. from HEC and an M.B.A. from Ecole Nationale d’Administration.independent director certificate issued by IFA-Sciences-Po. The boardBoard of directors believes that Mr. de Rosen’s extensive business experience in the biopharmaceutical industry and over 15 years’ experience in the United States will be instrumental to the success of our objectives.
Dr. Torbjörn Bjerke has served as a member of our board of directors since 2006. Dr. Bjerke has served as the portfolio manager of Arctic Aurora LifeScience since January 2016 and as a director of TXP Pharma GmbH since 2014 and SynAct Pharma since April 2016. He previously served as the Chief Executive Officer of Karolinska Development AB from 2011 to 2014. Prior to then, Dr. Bjerke was the President and Chief Executive Officer of Orexo AB, a position he held from 2007 until January 2011, President and Chief Executive Officer of Biolipox AB and Director of Pharmacology at AstraZeneca. Dr. Bjerke holds a Ph.D. in Medicine from Aarhus Universitet. The board of directors believes that Dr. Bjerke’s experience in the pharmaceutical industry, particularly his extensive experience in allergy treatment field, and his years of business and leadership experience allow him to make valuable contributions to the board of directors. Dr. Bjerke’s term as a director will terminate immediately following the Annual Meeting.
Maïlys Ferrère has served as a member of our board of directors since June 2016 and previously served as a non-voting observer of our board of directors since our initial public offering on Euronext Paris in March 2012. Ms. Ferrère has served as a Director, Head of the Large Venture Investment Activity at Bpifrance, France’s public investment bank, since October 2013 and is affiliated with one of our significant shareholders. She graduated from Institut d’Etudes Politiques Paris, and began her career with the General Inspectorate of Société Générale before working for multiple French banks in the equity capital markets origination department. The board of directorsDirectors believes that Ms. Ferrère’sGuyot-Caparros’ profound experience in the banking industry and her knowledge of capital markets allow her to make valuable contributions to the board of directors.
Michael J. Goller has served as a member of our board of directors since October 2015. Mr. Goller serves as a Partner of Baker Brothers Investments, a fund management company focused on long-term investments in life-sciences companies. Prior to joining Baker Brothers in 2005, Mr. Goller was an associate of JPMorgan Partners, LLC where he focused on venture investments in the life sciences sector from 1999 to 2003. Mr. Goller began his career as an investment banker with Merrill Lynch and Co. from 1997 to 1999. Mr. Goller holds a B.S. in Molecular and Cell Biology from The Pennsylvania State University, and a Masters in both Biotechnology and Business Administration from the University of Pennsylvania. The board of directors believes that Mr. Goller’s experience in the life sciences industry and his knowledge of corporate development matters allow him to make valuable contributions to the board of directors.
Viviane Monges has served as a member of our board of directors since May 2019. Ms. Monges also serves on the board of directors of Novo Holdings, Chimique Belge (UCB), Idorsia Pharmaceuticals and Voluntis. Ms. Monges has served as a strategic advisor to NeoMedLight since January 2014. Ms. Monges served as Vice President of Finance & Control – Nestlé Business Excellence at Nestlé S.A. from February 2015 to May 2017, Group Chief Financial Officer at Nestlé Skin Health from October 2010 to February 2015 and Global Chief Financial Officer – OTC Division at Novartis from June 2008 to September 2010. Ms. Monges received an M.B.A. from ESCP Business School. The board of directors believes that Ms. Monges’ extensive business experience in the biopharmaceutical industryfinance allows her to make valuable contributions to the boardBoard of directors.Directors.
Timothy E. Morrishas served as a member of our board of directors since March 2021. Mr. Morris has served as the Chief Operating Officer and Chief Financial Officer of Humanigen, Inc. since August 2020. He previously served as the Chief Financial Officer of Iovance Biotherapeutics, Inc. from August 2017 to June 2020 and as the Chief Financial Officer and Head of Business Development of AcelRx Pharmaceuticals, Inc. from March 2014 to June 2017. Mr. Morris previously served as a member of the board of directors of Humanigen, Inc. from June 2016 to August 2020. Mr. Morris received his BS in Business with an emphasis in Accounting from California State University, Chico, and is a Certified Public Accountant (Inactive). The board of directors believes that Mr. Morris’ extensive operational experience with public companies in the biopharmaceutical industry, particularly in the areas of finance and corporate development, allows him to make valuable contributions to the board of directors.
Adora Ndu ishas served as a nominee formember of our boardBoard of directors.Directors since May 2021. Dr. Ndu has served as the Chief Regulatory Officer of BridgeBio Pharma Inc., a publicly traded U.S. biotechnology company, since January 2022, and its Chief Regulatory and Interim Legal Officer from September 2022 to September 2023. From January 2021 to January 2022, Dr. Ndu served as the Group Vice President and Head of Worldwide Research & Development, Strategy, Scientific Collaborations and Policy at BioMarin Pharmaceutical, Inc. since January 2021.(“BioMarin”), a publicly traded U.S. biotechnology company. She previously served in positions of increasing responsibility at BioMarin, as the Vice President, Regulatory Affairs, Policy, Research, Engagement & International from August 2019 to January 2021, Executive Director from September 2017 to July 2019 and Senior Director from February 2017 to September 2019. Prior to joining BioMarin, Dr. Ndu was an adjunct faculty member at the University of Maryland University College from 2016 to 2019 and served in various roles at the U.S. Food and Drug Administration from 2008 to 2016, most recently as a Division Director in the Division of Medical Policy Development. Dr. Ndu has served as an adjunct lecturer with the Johns Hopkins University Masters in Biotechnology Enterprise and Entrepreneurship program since 2019. Dr. Ndu received a Doctor of Pharmacy from Howard University and a Juris Doctor from the University of Maryland Francis King Carey School of Law. Dr Ndu serves on the Board of Directors for Acadia Pharmaceuticals. The boardBoard of directorsDirectors believes that Dr. Ndu’s extensive experience in the biopharmaceutical industry will allowallows her to make valuable contributions to the boardBoard of directors.Directors. Julie O’Neill has served as a member of our boardBoard of directorsDirectors since June 2017. From January 2015 to September 2018, Ms. O’Neill was served as the Executive Vice President, Global Operations for Alexion Pharmaceuticals Inc. (“Alexion”), a U.S. pharmaceutical subsidiary of AstraZeneca. From 2014 to 2015, Ms. O’Neill was Senior Vice President of Global Manufacturing Operations and General Manager of Alexion Pharma International Trading.Trading, a subsidiary of Alexion. Prior to joining Alexion, Ms. O’Neill served in various leadership positions at Gilead Sciences, Inc., a U.S. publicly traded biopharmaceutical company, from 1997 to 2014 including Vice President of Operations and General Manager of Ireland from 2011 to 2014. Prior to Gilead Sciences, Ms. O’Neill held leadership positions at Burnil Pharmacies and Helsinn Birex Pharmaceuticals.Pharmaceuticals, Inc., an Irish pharmaceutical company. She is the Chairperson for the National Standards Authority of Ireland and is a member of the Boardsboards of the National Institute for Bioprocessing Research & Training, ICON plc, an Irish publicly traded clinical research organization, Hookipa Pharma Inc., a U.S. publicly traded biotechnology company, Achilles Therapeutics plc, a British publicly traded biotechnology company, ILC Dover, LP, a U.S. engineering development and the American Chamber of Commerce, Ireland.manufacturing company, and Advancion (formerly Angus Chemical Company), a U.S. global specialty and fine chemical company. From January 2019 to October 2019, Ms. O’Neill was engaged by us to serve as a consultant to support CMC activities, including our BLA resubmission for ViaskinTM Peanut. Ms. O’Neill received a Bachelor of Science in Pharmacy from University of Dublin, Trinity College and a Masters of Business Administration from University College Dublin (SmurfitSmurfit School of Business).Business. The boardBoard of directorsDirectors believes that Ms. O’Neill’s experience in the life sciences industry and her knowledge of corporate development matters allow her to make valuable contributions to the boardBoard of directors.Directors. Ravi M. Rao is a nominee for our board of directors. He has served as a member of our Board of Directors since May 2021. Dr. Rao currently serves as the Chief Medical Officer at Sitryx Therapeutics and is a Venture Partner at SV Health Investors. He previously served as Chief Medical Officer at Oxford Biomedica from March 2022 to November 2023. He also was Head of R&D at Swedish Orphan Biovitrum and the Chief Medical Officer of Swedish Orphan Biovitrum AB, a global biopharmaceutical specialty company, sincefrom August 2020.2020 to January 2022. From October 2019 to August 2020, Dr. Rao served as Chief Medical Officer of Aeglea Biotherapeutics Inc., a U.S. publicly traded clincal-stage company developing enzyme therapies for rare metabolic disease. Prior to that, from 2012 to October 2019, Dr. Rao was a Vice President at GlaxoSmithKline plc, a publicly traded British multinational pharmaceutical company. Dr. Rao received a Bachelor of Arts with Honors from the University of Cambridge, Gonville and Caius College;College, an MB.BChirMB.Chair from the University of Cambridge;Cambridge, a MRCP from the Royal College of Physicians, London; 20
London, a CCST in Rheumatology from the General Medical Council;Council, and a Ph.D. from Imperial College London. Dr. Rao was appointed in April 2024 as Independent Director of Autous, a Nasdaq-listed company. The boardBoard of directorsDirectors believes that Dr. Rao’s experience in clinical development and medical affairs allows him to make valuable contributions to the Board of Directors. Continuing Directors: Daniel Tassé Daniel Tassé has served as Chief Executive Officer since November 2018 and as a member of our Board of Directors since March 2019. Mr. Tassé has served on the board of directors of Regenxbio Inc., a U.S. publicly traded biotechnology company, since 2016 and currently is Chair of Regenxbio Inc.’s compensation committee. From 2014 to 2021, Mr. Tassé served on the board of directors of Indivior plc, a British (London Stock Exchange) publicly traded specialty pharmaceutical company. While on the board of Indivior, Mr. Tasse has served as Lead Independent Director, Interim Chair and Chair of the Audit Committee. From 2018 to 2019, Mr. Tassé served on the board of directors of HLS Therapeutics, a Canadian publicly traded pharmaceutical company. From 2014 to 2019, Mr. Tassé served on the board of directors of Bellerophon Therapeutics, Inc., a U.S. publicly traded biotherapeutics company. From March 2016 to November 2018, Mr. Tassé served as the Chairman and Chief Executive Officer of Alcresta Therapeutics, Inc., a U.S. pediatric-focused rare disease biotechnology company. From January 2008 to April 2015, Mr. Tassé served as the Chairman and Chief Executive Officer of Ikaria, Inc., a U.S. company that develops drugs and devices for critically ill patients. In April 2015, Ikaria, Inc. was acquired by Mallinckrodt Pharmaceuticals. Mr. Tassé holds a B.Sc. in Biochemistry from Université de Montréal. Mr. Tasse is fluent in French and English. The Board of Directors believes that Mr. Tassé’s leadership and extensive experience in the pharmaceutical industry will allow him to drive us to the success of our objectives. Maïlys Ferrère has served as a member of our Board of Directors since June 2016 and previously served as a non-voting observer of our Board of Directors since our initial public offering on Euronext Paris in March 2012. Ms. Ferrère has served as a Director, Head of the Large Venture Investment Activity at Bpifrance, France’s public investment bank, since October 2013 and is affiliated with one of our significant shareholders. Ms. Ferrère serves as chief executive officer of Cornovum S.A. (Holding company without commercial activity). Ms. Ferrère served on the board of directors of Sequans Communications S.A., a publicly traded French designer, developer and supplier of cellular semiconductor solutions between June 2017 and June 2023. Ms. Ferrère served on the board of directors of Innate Pharma S.A., a French global oncology-focused biotech company, from 2017 to 2021. Ms Ferrère served on the board of Valneva S.A., a publicly traded French biotech company from 2016 to 2019 and then again since June 2022. Ms. Ferrère served on the board of directors at Gensight Biologics S.A., a French publicly traded biotechnology company, from 2016 to 2019. She graduated from Institut d’Etudes Politiques Paris and bachelor in Law, and began her career with the Internal Audi of Société Générale before working for multiple French banks between 1987 and 2009 mainly in the equity capital markets origination activity. The Board of Directors believes that Ms. Ferrère’s experience in the banking industry and her knowledge of capital markets allow her to make valuable contributions to the Board of Directors. Michael J. Goller has served as a member of our Board of Directors since October 2015. Mr. Goller is a Partner of Baker Bros. Advisors LP, a fund management company focused on long-term investments in life-sciences companies. Prior to joining Baker Brothers in 2005, Mr. Goller was an Associate of JPMorgan Partners, LLC, a private equity division of JPMorgan Chase & Co., where he focused on venture investments in the life sciences sector from 1999 to 2003. Mr. Goller began his career as an investment banker with Merrill Lynch and Co., an investment bank, from 1997 to 1999. Mr. Goller serves on the board of directors of BeiGene, Ltd., a Chinese publicly traded biotechnology company and Terremoto Biosciences, Inc., a U.S. biotechnology company. Mr. Goller served on the board of directors of Levo Therapeutics, a biotechnology company, from August 2017 to February 2019. Mr. Goller holds a B.S. in Molecular and Cell Biology from The Pennsylvania State University, and a Master’s in both Biotechnology at the School of Engineered and Applied Sciences and Business Administration at the Wharton School at the University of Pennsylvania. The Board of Directors believes that Mr. Goller’s experience in the life sciences industry and his knowledge of corporate development matters allow him to make valuable contributions to the boardBoard of directors.Directors. 21
Daniel SolandMichel de Rosen has served as a member of our Board of Directors since May 2018 and as Non-Executive Chairman of our Board of Directors since March 2019. Mr. de Rosen also serves on the board of directors of Forvia, a publicly traded French global automotive supplier, and previously served on the board of Pharnext SA, a publicly traded French biopharmaceutical company until 2022. Mr. de Rosen previously served on the board of directors of Idorsia Pharmaceuticals Ltd., a publicly traded Swiss biopharmaceutical company, from 2020 to 2021. Mr. de Rosen served as Chairman and Chief Executive Officer of Eutelsat, a publicly traded French satellite operator, from 2009 until his retirement in November 2017, Chairman and Chief Executive Officer of ViroPharma Incorporated, a U.S. biopharmaceutical company that was publicly traded prior to its acquisition by Shire plc, from 2000 to 2008, and Chairman and Chief Executive Officer of Rhone-Poulenc Santé, a French chemical and pharmaceutical company, from 1993 to 1999. He has also held numerous positions at the French Ministries of Finance, Defense, Industry and Telecommunication. Mr. de Rosen holds an M.B.A. from HEC and an M.B.A. from Ecole Nationale d’Administration. The Board of Directors believes that Mr. de Rosen’s extensive business experience in the biopharmaceutical industry and over 15 years’ experience in the United States will be instrumental to the success of our objectives.
Timothy E. Morris has served as a member of our Board of Directors since March 2021. Mr. Morris served as Chief Financial Officer of Opthea Limited from October 2022 to October 2023. Previously he served as Chief Operating Officer and Chief Financial Officer of Humanigen, Inc, a publicly traded U.S. biopharmaceutical company, since August 2020. He previously served as the Chief Financial Officer of Iovance Biotherapeutics, Inc., a publicly traded U.S. biopharmaceutical company, from August 2017 to June 2020 and as the Chief Financial Officer and Head of Business Development of AcelRx Pharmaceuticals, Inc., a publicly traded U.S. specialty pharmaceutical company, from March 2014 to June 2017. Mr. Morris serves on the board of directors of Aquestive Therapeutics, Inc. (NASDAQ: AQST), Univercells SA, a Belgian biomanufacturing company, and Humanetics Corporation, a U.S. pharmaceutical company, and he previously served as a member of the board of directors of Humanigen, Inc. from June 2016 to August 2020. Mr. Morris is the sole member of Aacolade Pharma LLC. Mr. Morris previously served on the board of directors of PAION Inc., a subsidiary of PAION AG, a German publicly traded specialty pharmaceutical company. Mr. Morris received his BS in Business with an emphasis in Accounting from California State University, Chico, and is a Certified Public Accountant (Inactive). The Board of Directors believes that Mr. Morris’ extensive operational experience with public companies in the biopharmaceutical industry, particularly in the areas of finance and corporate development, allows him to make valuable contributions to the Board of Directors. Daniel B. Soland has served as a member of our Board of Directors since March 2015. Mr. Soland most recentlypreviously served as Senior Vice President and Chief Operating Officer of ViropharmaIdera Pharmaceuticals, Inc., a publicly traded U.S. biopharmaceutical company, from January 2021 until October 2022. Mr. Soland also served as Senior Vice President and Chief Operating Officer of ViroPharma Incorporated, a U.S. biopharmaceutical company that was publicly traded prior to its acquisition by Shire plc, from March 2008 to December 2014, and currently serves on the board of directors of Acadia Pharmaceuticals Inc., a publicly traded U.S. biopharmaceutical company, since 2015 and previously on the board of directors of Kalvista Pharmaceuticals, Inc., a publicly traded U.S. pharmaceutical company from 2019 to 2022. In addition to his role at Viropharma,ViroPharma Incorporated, where he helped build the organizational and commercial infrastructure that resulted in an 11-fold increase in Viropharma’sViroPharma Incorporated’s share price during his tenure, Mr. Soland previously served as President of Chiron Vaccines, a pharmaceutical company, from 2005 to 2006 and helped engineer a turnaround that contributed to Chiron’s acquisition by Novartis. Prior to then, he served as President and Chief Executive Officer of Epigenesis Pharmaceuticals.EpiGenesis Pharmaceuticals from 2002 to 2005. At GlaxoSmithKline Biologicals, a subsidiary of GlaxoSmithKline plc, a British global healthcare company, Mr. Soland served as Vice President and Director, Worldwide Marketing Operations.Operations from 1993 to 2002. Earlier in his career, Mr. Soland held positions of increasing responsibility in sales and product management at Pasteur-Merieux’s Connaught Laboratories. He holds a B.S. in Pharmacy from the University of Iowa. The boardBoard of directorsDirectors believes that Mr. Soland’s extensive executive and management experience in the pharmaceutical industry worldwide, notably at various senior commercial operations positions, allow him to make valuable contributions to the boardBoard of directors.Directors. 22
There are no family relationships between or among any of our continuing directors, provisionally appointed directors or director nominees. The principal occupation and employment during the past five years of each of our directors and nominee was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors or nominee and any other person or persons pursuant to which he or she is to be selected as a director or nominee. There are no legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or any of our subsidiaries. DirectorBoard Diversity
The diversity of our Board of Directors under Nasdaq rules is listed below. Our previous year’s disclosure can be found in our definitive proxy statement filed with the SEC on March 24, 2023. | | | | | | | | | | | | | | | | | | Board Diversity Matrix (As of April 8, 2024) | | Total Number of Directors | | | 10 | | | | | Female | | | Male | | | Non-Binary | | | Did Not
Disclose
Gender | | Part I: Gender Identity | | Directors | | | 4 | | | | 6 | | | | 0 | | | | 0 | | Part II: Demographic Background | | African American or Black | | | 1 | | | | 0 | | | | 0 | | | | 0 | | Alaskan Native or American Indian | | | 0 | | | | 0 | | | | 0 | | | | 0 | | Asian | | | 0 | | | | 1 | | | | 0 | | | | 0 | | Hispanic or Latino | | | 0 | | | | 0 | | | | 0 | | | | 0 | | Native Hawaiian or Pacific Islander | | | 0 | | | | 0 | | | | 0 | | | | 0 | | White | | | 3 | | | | 5 | | | | 0 | | | | 0 | | Two or More Races or Ethnicities | | | 0 | | | | 0 | | | | 0 | | | | 0 | | LGBTQ+ | | | 0 | | | | 0 | | | | 0 | | | | 0 | | Did Not Disclose Demographic Background | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
Directors Compensation On December 9, 2016, upon recommendation of our compensation committee, our board of directors approved an amendmentPlease refer to our non-executive director compensation policy to set attendance feesAnnex B and Annex C for our non-employee directors at a fixed annual retainer of €70,000 per year, regardless of whether or not the director is independent. Under the policy, the chairman of the audit committee will be entitled to an additional retainer of €20,000 per year, the chairman of the compensation committee will be entitled to an additional retainer of €10,000 per year, and the other members of our audit committee and compensation committee, regardless of whether or not the director is independent, will each be entitled to an additional retainer of €5,000 per year.
On June 15, 2017, our shareholders at our ordinary shareholders’ general meeting set the total annual attendance fees to be distributed among non-employee directors at €600,000, which is then distributed according to the amended non-executive director compensation policy. Shareholder authorization for total attendance fees is automatically renewed each year, unless otherwise decided by our shareholders at an ordinary shareholders’ general meeting. See Proposal 11.
The following table sets forth information regarding the compensation earned by our non-employee directors for 2020. These amounts were earned in Euro per the above policy and paid in Euro. The amounts below were converted using an exchange rate of €1.00=$1.1422 for Mr. Michel de Rosen and €1.00=$1.2143 for all other non-employee directors, which represent respectively the average exchange rate for the year ended December 31, 2020 and the exchange rates on the date of payment.. Mr. Tassé, our Chief Executive Officer, and Ms. Ferrére are each directors but do not receive any additional compensation for their services as a director. Ms. Giraut resigned from our board of directors effective March 22, 2021, and Dr. Bjerke’s service as a director will terminate immediately following the Annual General Meeting.compensation.
| | | | | | | | | Name | | Fees
earned
($) | | | Total ($) | | Michel de Rosen | | $ | 177,040 | | | $ | 177,040 | | Torbjörn Bjerke | | $ | 103,215 | | | $ | 103,215 | | Michael Goller | | $ | 103,215 | | | $ | 103,215 | | Maïlys Ferrére (2) | | $ | — | | | $ | — | | Claire Giraut (1) | | $ | 109,287 | | | $ | 109,287 | | Viviane Monges | | $ | 91,072 | | | $ | 91,072 | | Julie O’Neill | | $ | 85,001 | | | $ | 85,001 | | Daniel Soland | | $ | 97,144 | | | $ | 97,144 | |
(1) | Ms. Giraut served as a director and a member of our Audit Committee until her resignation in March 2021.
|
(2) | Ms. Maïlys Ferrére accepted no remuneration as a non-executive director as representative of BPI France.
|
The following table sets forth information regarding the aggregate number of non-employee warrant awards held by our non-employee directors as of December 31, 2020. None of our non-employee directors were granted warrants during financial year ended December 31, 2020. None of our non-employee directors held stock awards or options as of December 31, 2020.
| | | | | | | Non-employee
warrants
awards (#) | | Michel de Rosen
| | | 9,000 | | Torbjörn Bjerke
| | | 7,000 | | Michael Goller
| | | 21,500 | | Maïlys Ferrére
| | | 0 | | Claire Giraut
| | | 17,000 | | Viviane Monges
| | | 0 | | Julie O’Neill
| | | 16,000 | | Daniel Soland
| | | 31,500 | |
Corporate Governance Board Independence As required under the Nasdaq listing standards, a majority of the members of a listed company’s Board must qualify as “independent,” as affirmatively determined by the Board. The Board consults with our counsel to ensure that the Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time. Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and us, our senior management and our independent auditors, the Board has affirmatively determined all of our directors, other than Mr. Tassé and Ms. O’Neill,, are independent directors within the meaning of the applicable Nasdaq listing standards. In accordance with the Nasdaq Listing Rules, a director shall be considered independent if she/he does not have any relationship which, in the opinion of the board,Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a 23
director. In addition, in accordance with Nasdaq Listing Rules, to be considered independent, a director shall not be subject to any of the mandatory bars to independence set forth in Rule 5605(a) of the Nasdaq Listing Rules. However, pursuant to French law requirements, only Michel de Rosen, Daniele Guyot-Caparros, Timothy E. Morris, Torbjörn Bjerke, Michel de Rosen, Viviane Monges,Adora Ndu, Julie O’Neill, Daniel B. Soland and Daniel SolandRavi M. Rao are considered to be “independent directors.” If elected by the shareholders, Adora Ndu and Ravi Rao will also be independent directors under both the Nasdaq Listing Rules and French law requirements. In making such determination, our boardBoard of directorsDirectors considered the relationships that each non-employee director has with us and all other facts and circumstances our boardBoard of directorsDirectors deemed relevant in determining the director’s independence, including the number of ordinary sharesOrdinary Shares beneficially owned by the director and his or her affiliated entities (if any). Board Structure and Director Election We currently have nineten directors, a majorityhalf of whom are citizens or residents of the United States. Under French law and our by-laws, our boardBoard of directorsDirectors must be composed of between three and 18eighteen members. Within this limit, the number of directors is determined by our shareholders. Since January 1, 2017, the number of directors of each gender may not be less than 40%. Any appointment made in violation of this limit that is not remedied will be null and void. Directors are elected, re-elected and may be removed at a shareholders’ general meeting with a simple majority vote of our shareholders. Pursuant to our by-laws, the term of a director is three years, subject to a lesser period which could either be one or two year(s) for the purpose of a staggered board. In accordance with French law, our by-laws also provide that our directors may be removed with or without cause by the affirmative vote of the holders of at least a majority of the votes of the shareholders present, represented by a proxy or voting by mail at the relevant ordinary shareholders’ meeting, and that any vacancy on our boardBoard of directorsDirectors resulting from the death or resignation of a director, provided there are at least three directors remaining, may be filled by vote of a majority of our directors then in office provided that there has been no shareholders meeting since such death or resignation. Directors chosen or appointed to fill a vacancy shall be elected by the boardBoard of directorsDirectors for the remaining duration of the current term of the replaced director. The appointment must then be ratified at the next shareholders’ general meeting. In the event the boardBoard of directorsDirectors would be composed of less than three directors as a result of a vacancy, the remaining directors shall immediately convene a shareholders’ general meeting to elect one or several new directors so there are at least three directors serving on the boardBoard of directors,Directors, in accordance with French law. We believe that the structure of our boardBoard of directorsDirectors and its committees provides strong overall governance of our Company. The Chairman of our boardBoard of directorsDirectors monitors the content, quality and timeliness of information sent to our boardBoard of directorsDirectors and is available for consultation with our boardBoard of directorsDirectors regarding the oversight of our business affairs. Mr. de Rosen has served as Chairman of the boardBoard of directorsDirectors since March 4, 2019. He is an independent director under the listing standards of the Nasdaq Stock Market.Nasdaq. Our boardBoard of directorsDirectors believes that, given his perspective and experience in matters of the board and his ability to liaison between our non-independent directors and our independent directors, Mr. de Rosen’s service as our chairman is appropriate and is in the best interests of our boardBoard of directors,Directors, our Company and our shareholders. Board Meetings and Committees During our fiscal year ended December 31, 2020,2023, the boardBoard of directorsDirectors held 1814 meetings (including regularly scheduled and special meetings), and each director attended at least 75%(i) 94% of the aggregate of (i) the total number of meetings of our boardBoard of directorsDirectors held during the period for which he or she has been a director and (ii) 100% of the total number of meetings held by all committees of our boardBoard of directorsDirectors on which he or she served during the periods that he or she served as required under the charter of our boardBoard of directors.Directors. We encourage, but do not require, members of our boardBoard of directorsDirectors to attend our Annual General Meetings of shareholders. NoneNine of our directors attended our 2020 Annualthe General Meeting given applicable COVID-19-related public health measures that restricted in-person attendance at such meeting.of April 12, 2023. 24
Our boardBoard of directorsDirectors has established an audit committee,Audit Committee, a compensation committeeCompensation Committee and a nominatingNominating and corporate governance committee.Governance Committee. The composition and functioning of all of our committees compliescomply with all applicable requirements of the French Commercial Code, the Exchange Act, and Nasdaq and SEC rules and regulations. In accordance with French law, committees of our boardBoard of directorsDirectors only have an advisory role on matters requiring approval of the boardBoard of directorsDirectors under French law and can only make recommendations to our boardBoard of directorsDirectors on such matters. As a result, decisions are made by our boardBoard of directorsDirectors taking into account non-binding recommendations of the relevant board committee. The composition and responsibilities of each of the committees of our boardBoard of directorsDirectors is described below. Members will serve on these committees until their resignation or until as otherwise determined by our boardBoard of directors.Directors. Role of the Board in Risk Oversight Our boardBoard of directorsDirectors is primarily responsible for the oversight of our risk management activities and has delegated to the audit committeeAudit Committee the responsibility to assist our board in this task. While our board oversees our risk management, our management is responsible for day-to-day risk management processes.processes, including, without limitation, management of cybersecurity, data privacy, and information technology risks and procedures. Our boardBoard of directorsDirectors expects our management to consider risk and risk management in each business decision, to proactively develop and monitor risk management strategies and processes for day-to-day activities and to effectively implement risk management strategies adopted by the boardBoard of directors.Directors. We believe this division of responsibilities is the most effective approach for addressing the risks we face. Committees of the Board of Directors The boardBoard of directorsDirectors has established an audit committee,Audit Committee, a nominatingNominating and corporate governance committeeGovernance Committee and a compensation committee,Compensation Committee, each of which operate pursuant to a written charter adopted by our boardBoard of directorsDirectors that satisfies the applicable rules and regulation of the SEC and the listing standards of the Nasdaq Stock Market.Nasdaq. The composition and functioning of all of our committees complies with all applicable requirements of the French Commercial Code, the Exchange Act, Nasdaq, and SEC rules and regulations. Subject to the following paragraph concerning the audit committee,Audit Committee, in accordance with French law, committees of our boardBoard of directorsDirectors only have an advisory role on matters requiring approval of the boardBoard of directorsDirectors under French law and can only make recommendations to our boardBoard of directorsDirectors on such matters. As a result, decisions are made by our boardBoard of directorsDirectors taking into account non-binding recommendations of the relevant board committee. | | | | | | | | | | | | | Name | | Audit | | | Compensation | | | Nominating
and Corporate
Governance | | Daniel Tassé | | | | | | | | | | | | | Michel de Rosen | | | | | | | | | | | X | | Dr. Torbjörn Bjerke
| | | | | | | Chair | | | | X | | Maïlys Ferrère | | | | | | | X | | | | X | | Michael J. Goller | | | | | | | | | | | Chair | | Timothy E. Morris | | | XChair | | | | | | | | | | Michael J. GollerAdora Ndu
| | | | | | | X | | | | Chair | | Viviane Monges
| | | Chair | | | | | | | | | | Julie O’Neill | | | | | | | Chair | | | | | | Daniel B. Soland | | | | | | | X | | | | | | Ravi M. Rao | | | | | | | | | | | X | | Daniele Guyot-Caparros | | | X | | | | X | | | | | |
Below is a description of each committee of the Board. Audit Committee. In accordance with French law, the Audit Committee has the following responsibilities :responsibilities: (i) it monitors the process of preparing the financial information and, where appropriate, makes recommendations 25
to ensure its integrity, (ii) it monitors the efficiency of risk management and internal control systems, as well as that of internal audits if applicable, with regard to the preparation and processing of financial and accounting information, without prejudice to its independence, (iii) it issues a recommendation on the statutory auditors proposed for appointment by the general meeting, (iv) it monitors implementation by the statutory auditors of their mission, (v) it ensures that the statutory auditors comply with independence criteria, (vi) it approves the provision of services other than the auditing of accounts referred to in Article L.822-11-2 of the French Commercial Code, (vii) it reports regularly to the Board on the performance of its tasks. It also reports on the outcome of the accounts auditing task, how this task contributed to the integrity of the financial information, and the role it played in that process. It immediately informs the Board about any difficulties encountered. The Audit Committee is composed entirely of independent directors in accordance with applicable law, including the Code and Nasdaq Listing Rules. All members of the Audit Committee shall be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement and cash flow statement. In addition, at least one (1) of the directors who is independent must qualify as an “audit committee financial expert,” as defined in Item 407(d)(5)(ii) of Regulation S-K (“Regulation SK”) under the U.S. Securities Act of 1933, as amended, and shall be a member of the Audit Committee as described below. A person who satisfies the definition of “audit committee financial expert” will also be presumed to have financial sophistication. In order to comply with article L.823-19 of the French Commercial Code, such person shall also have an outstanding knowledge in the field of finance, accounting and audit of accounts (compé(compétences particulières en matière financière, comptable ou de contrôle des comptes)comptes). Mr. Morris, Ms. Monges, Mr. Timothy E. MorrisNdu, and Mr. SolandMs. Guyot-Caparros currently serve on our audit committee. Ms. MongesAudit Committee. Mr. Morris is the chairperson of our audit committeeAudit Committee since March 23, 2021.October 3, 2022. Our board has determined that each of Mr. Morris, Ms. Monges, Mr. Timothy E. MorrisNdu, and Mr. SolandMs. Guyot- Caparros is independent within the meaning of the applicable listing rules and the independence requirements contemplated by Rule 10A-3 under the Exchange Act. Our boardBoard of directorsDirectors has further determined that Ms. MongesMr. Morris is an “audit committee financial expert” as defined by SEC rules and regulations and that each of Mr. Morris and Mr. Soland qualifies as financially sophisticated under the applicable exchange listing rules. Our audit committeeAudit Committee has the following responsibilities: monitoring the process of preparing the financial information and, where appropriate, make recommendations to ensure its integrity; monitoring the efficiency of risk management and internal control systems, as well as that of internal audits if applicable, with regard to the preparation and processing of financial and accounting information, without prejudice to its independence; issuing a recommendation on the statutory auditors proposed for appointment by the general meeting. This recommendation to our boardBoard of directorsDirectors is prepared in accordance with the provisions of Article 16 of (EU) Regulation no. 537/2014; it also issues a recommendation to this body when the renewal of the mandate of the auditor(s) is considered. Except for renewal, the recommendation must be justified and contain at least two choices while stating a reasoned preference. This recommendation is prepared following a selection procedure led by our audit committee.Audit Committee. The recommendations and preferences of our audit committeeAudit Committee are presented at our general meeting held to determine the appointment of the statutory auditor; monitoring implementation by the statutory auditors of their mission and taking account of any findings and conclusions made by the French High Council of Statutory Auditors following controls carried out pursuant to Articles L. 821-9 et seq. of the French Commercial Code; ensuring that the statutory auditors comply with independence criteria; where applicable, our audit committeeAudit Committee takes the required measures for application of the provisions relating to financial independence set out in Article 4 section 3 of (EU) Regulation no. 537/2014 and ensures compliance with the conditions specified in Article 6 of the same regulation; | independence set out in Article 4 section 3 of (EU) Regulation no. 537/2014 and ensures compliance with the conditions specified in Article 6 of the same regulation;
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26
approving the provision of services other than the auditing of accounts referred to in Article L. 822-11-2 of the French Commercial Code; and regularly reporting to our boardBoard of directorsDirectors on the performance of its tasks. Our audit committeeAudit Committee also reports on the outcome of the accounts auditing task, how this task contributed to the integrity of the financial information and the role it played in that process. Our audit committeeAudit Committee immediately informs our boardBoard of directorsDirectors about any difficulties encountered.encountered; and reviewing and discussing the oversight of cybersecurity and data privacy matters. In addition to the functions referred to above, our boardBoard of directorsDirectors entrusts the following specific missions to our audit committee:Audit Committee: With regard to our financial statements: to examine and verify our draft budgets and draft annual and interim financial statements before they are sent to the board of director;directors; to examine the draft comments, announcements and financial communication concerning our financial statements; and to provide a timely opinion to our administrative and financial management upon the latter’s request. With regard to our cash flow: to examine and verify our general cash flow policy (investments and loans, risk hedging tools) and our cash flow situation. With regard to risk management: to establish and oversee procedures for the treatment of complaints or submissions identifying concerns regarding accounting, internal accounting controls or auditing matters; to examine the state of significant disputes; to examine off-balance sheet risks and commitments; to examine the relevance of risk monitoring procedures; and to review and oversee all related-party transactions in accordance with our Person Transaction Policy. In addition, the audit committee’sAudit Committee’s mission is to provide its opinion on the repayment of the costs incurred by the members of the boardBoard of directorsDirectors on our behalf and to prepare mapping of the legal risks of any kind to which we are exposed. Our audit committeeAudit Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the Nasdaq Stock Market.Nasdaq. A copy of the charter of our audit committeeAudit Committee is available onin the Corporate Governance section of our website athttps://dbv-technologies.comwww.dbv-technologies.com.. During our fiscal year ended December 31, 2020,2023, our audit committeeAudit Committee held 125 meetings. Nasdaq rules require that the audit committeeAudit Committee have the specific audit committeeAudit Committee responsibilities and authority necessary to comply with Rule 10A-3(b)(2), (3), (4) and (5) under the Exchange Act, which requires, among other things, that the audit committeeAudit Committee have direct responsibility for the appointment, compensation, retention and oversight of our auditors. However, Rule 10A-3 provides that if the laws of a company’s home country prohibit the full board of directors from delegating such responsibilities to the audit committee,Audit Committee, the audit committee’sAudit Committee’s powers with respect to such matters may instead be advisory. As indicated above, under French law, our audit committeeAudit Committee may only have an advisory role on matters requiring approval of the boardBoard of directorsDirectors under French law and can only make recommendations to our boardBoard of directorsDirectors on such matters. Moreover, Rule 10A-3 also provides that its audit committeeAudit Committee requirements do not conflict with any laws of a 27
company’s home country that require shareholder approval of such matters. Under French law, our shareholders must appoint, or renew the appointment of, the statutory auditors once every six fiscal years. In accordance with the applicable requirements of the French Commercial Code, we have two statutory auditors. Our shareholders appointedrenewed Deloitte & Associés S.A, as our independent registered public accounting firm, at the 2023 Annual General Meeting, for a term of six years ending on the date of the 2029 Annual General Meeting, and KPMG S.A.S.A,. as one of our other independent registered public accounting firms, at the 2020 Annual General Meeting for a term of six years ending on the date of the 2026 Annual General Meeting, and the term of office of Deloitte et Associés, our other independent registered public accounting firm, shall expire at the 2023 Annual General Meeting. KPMG S.A. and Deloitte et& Associés will remain our statutory auditors for purposes of complying with legal requirements and consistent with the six-year term, it being specified that KPMG S.A. was elected to by our shareholders at the 2020 Annual General Meeting of shareholders and Deloitte et Associés was elected by our shareholders at the 2017 Annual General Meeting of shareholders.term. Compensation Committee. Our compensation committeeCompensation Committee assists our boardBoard of directorsDirectors in reviewing and making recommendations to our boardBoard of directorsDirectors with respect to the compensation of our executive officers and directors. Dr. Bjerke,Mr. de Rosen, Ms. FerrèreO’Neill, Mr. Soland, and Messrs. Goller and SolandMs. Guyot-Caparros currently serve on the compensation committee. Dr. BjerkeCompensation Committee. Ms. O’Neill is the chairperson of our compensation committee. Following the termination of Dr. Bjerke’s service as a director immediately following the Annual General Meeting, the board of directors will appoint a new chairperson of the compensation committee.Compensation Committee. The principal duties and responsibilities of our compensation committeeCompensation Committee include: proposing all elements of the total compensation, including retirement and provident plans, supplemental retirement plans, benefits in kind, and miscellaneous equity compensation for our executive officers and members of our executive committee;committee members; being informed by the company on a regular basis of the recruitment of the principal members of the management of the company other than the Chief Executive Officer, as well as review of the initial offer of and all subsequent changes to the elements of management’s proposed compensation; providing its opinion on the company’s broad strategy in terms of compensation policies; as applicable, proposing directors’ attendance fees to be submitted to the general shareholders’ meeting, as well as their appropriate distribution among board members; providing its opinion on the principles set by us with regard to profit sharing and shareholding; and providing its opinion on funds allocated to board members elected by the employees, if applicable. Our compensation committeeCompensation Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the Nasdaq Stock Market.Nasdaq. A copy of the charter of our compensation committeeCompensation Committee is available on the Corporate Governance section of our website at https://www.dbv-technologies.comwww.dbv-technologies.com.. During our fiscal year ended December 31, 2020,2023, our compensationCompensation Committee held 7 meetings. Compensation Committee Interlocks and Insider Participation None of the members of our Compensation Committee is or has been an officer or employee of our Company. None of our executive officers currently serves, or in the past year has served, as a member of the Board of Directors or Compensation Committee (or other board committee held 9 meetings.performing equivalent functions or, in the absence of any such committee, the entire board) of any entity that has one or more of its executive officers serving on our Board of Directors or Compensation Committee. Nominating and Corporate Governance Committee.The principal responsibilities of our nominatingNominating and governanceGovernance committee (the “Nominating Committee”) include (i) preparing proposals for the renewal, replacement or appointment of new directors, in consultation with the Chairman of our boardBoard of directors,Directors, (ii) providing an opinion, with the support of the Chairman of our boardBoard of directors,Directors, on the appointment or replacement of the Chief Executive Officer and/or the Executive Vice Presidents, as the case may be, as well as the members of the Executive Committee and (iii) establishing, when appropriate, with the agreement of the Chairman of our boardBoard of directors,Directors, a succession plan for executive corporate officers. Dr. Bjerke, Ms. Ferrère, Mr. Goller, Mr. Rao, and Messrs. Goller andMr. de Rosen currently serve on the nominating and governance committee.Nominating Committee. Ms. Goller is the chairperson of this committee. Dr. Bjerke will cease service on theCommittee. 28
Our Nominating and Corporate Governance Committee upon the termination of his service as a director immediately following the Annual General Meeting. Our nominating and corporate governance committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the Nasdaq Stock Market.Nasdaq. A copy of the
charter of our nominating and corporate governance committeeNominating Committee is available on the Corporate Governance section of our website athttps://dbv-technologies.comwww.dbv-technologies.com.. During our fiscal year ended December 31, 2020,2023, our nominating and corporate governance committeeNominating Committee held 32 meetings. Considerations in Evaluating Director Nominees As set out in the charter of the Board of Directors, the Nominating Committee works with the Board of Directors to determine periodically, as appropriate, to the extent permitted or required under applicable laws, the qualifications, expertise and characteristics of the Board of Directors, including such factors as business experience and diversity of gender, race, ethnicity, nationality, differences in professional background, education, skill, and other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the Board of Directors. The Nominating Committee evaluates each individual in the context of the membership of the Board of Directors as a group, with the objective of having a board that can best perpetuate the success of the business and represent shareholder interests through the exercise of sound judgment using its diversity of background and experience across various areas. Each director should be an individual of high character and integrity. In determining whether to recommend a director for re-election, the Nominating Committee also considers the director’s past attendance at meetings, participation in and contributions to the activities of the Board of Directors and the Company and other relevant qualifications and characteristics. Each director must ensure that other existing and anticipated future commitments do not materially interfere with the members’ service as a director. Code of Business Conduct and Ethics We have adopted a Code of Business Conduct and Ethics applicable to all of our directors, officers and employees. The Code of Business Conduct and Ethics is available on the Corporate Governance section of our website at https://www.dbv-technologies.com/.www.dbv-technologies.com. We expect that any amendments to this code or any waivers of its requirements will be disclosed on our website. Compensation Committee Interlocks and Insider Participation
None of the members of our compensation committee is or has been an officer or employee of our Company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board) of any entity that has one or more of its executive officers serving on our board of directors or compensation committee.
Considerations in Evaluating Director Nominees
As set out in the charter of the board of directors, the nominating and corporate governance committee works with the board of directors to determine periodically, as appropriate, to the extent permitted or required under applicable laws, the qualifications, expertise and characteristics of the board of directors, including such factors as business experience and diversity of gender, race, ethnicity, nationality, differences in professional background, education, skill, and other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the board of directors. The nominating and corporate governance committee and the board of directors evaluate each individual in the context of the membership of the board of directors as a group, with the objective of having a board that can best perpetuate the success of the business and represent shareholder interests through the exercise of sound judgment using its diversity of background and experience across various areas. Each director should be an individual of high character and integrity. In determining whether to recommend a director for re-election, the nominating and corporate governance committee also considers the director’s past attendance at meetings, participation in and contributions to the activities of the board of directors and the Company and other relevant qualifications and characteristics.
Each director must ensure that other existing and anticipated future commitments do not materially interfere with the members’ service as a director. Any employee director must submit his or her offer of resignation from the board of directors in writing to the Chairperson of the nominating and corporate governance committee upon termination of employment with the Company. Upon change of his or her principal employer, any non-employee director must submit his or her offer of resignation from the board of directors in writing to the Chairperson of the nominating and corporate governance committee. The board of directors, through the nominating and corporate governance committee, will determine whether to accept or reject such resignation and will make a recommendation to the board of directors as to whether to accept or reject the offer of resignation, or whether other action should be taken.
Shareholder Communication with the Board Generally, shareholders who have questions or concerns should contact our Investor Relations department at +1 857-529-2363.857-529-2363 However, anyor investors@dbv-technologies.com. Any shareholders who wish to address questions regarding our business directly with our boardBoard of directors, or any individual director,Directors, should direct his or her questions in writing to the chairmanChairman of our boardBoard of directors 177-181 Avenue Pierre Brossolette – 92120 Montrouge, France. Directors at the above-mentioned email address. Communications will be distributed to our boardBoard of directors, or to any individual director or directors as appropriate,Directors, depending on the facts and circumstances outlined in the communications. Items that are unrelated to the duties and responsibilities of our boardBoard of directorsDirectors may be excluded, such as: junk mail and mass mailings; resumes and other forms of job inquiries; solicitations or advertisements. In addition, any material that is unduly hostile, threatening, or illegal in nature may be excluded, in which case it will be made available to any outside director upon request. Policy on Hedging Our securities trading policy prohibits our employees and directors who are insiders from engaging in “hedging” with respect to Company securities. 29
REPORT OF AUDIT COMMITTEE The audit committeeAudit Committee of our boardBoard of directors,Directors, which consists entirely of directors who meet the independence and experience requirements of the Nasdaq, Stock Market, has furnished the following report: The audit committeeAudit Committee assists our boardBoard of directorsDirectors in overseeing and monitoring the integrity of our financial reporting process, compliance with legal and regulatory requirements and the quality of internal and external audit processes. This committee’s role and responsibilities are set forth in our charter adopted by our boardBoard of directors,Directors, which is available on the Corporate Governance section of our website at https://www.dbv-technologies.com. This committee reviews and reassesses our charter annually and recommends any changes to our boardBoard of directorsDirectors for approval. The audit committeeAudit Committee is responsible for overseeing our overall financial reporting process, and for recommending the appointment, compensation, retention, and oversight of the work of KPMG S.A. and Deloitte & Associés, which is ultimately determined by, respectively, the boardBoard of directorsDirectors or the shareholders. In fulfilling its responsibilities for the DBV Technologies financial statements for the fiscal year ended December 31, 2020,2023, the audit committeeAudit Committee of DBV Technologies took the following actions: Reviewed and discussed the audited financial statements for the fiscal year ended December 31, 20202023 with management and KPMG S.A. and Deloitte & Associés, our independent registered public accounting firms; | • | | Discussed with KPMG S.A. and Deloitte & Associés the matters required to be discussed in accordance with Auditing Standard No. 1301 – Communications with Audit committees; and
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Discussed with KPMG S.A. and Deloitte & Associés the matters required to be discussed in accordance with Auditing Standard No. 1301— Communications with Audit committees; and Received written disclosures and the letter from KPMG S.A. and Deloitte & Associés regarding their independence as required by applicable requirements of the Public Company Accounting Oversight Board regarding KPMG S.A.’s and Deloitte & Associés’ communications with the audit committee and the audit committee further discussed with KPMG S.A. and Deloitte & Associés LLP their independence.Audit Committee. The audit committeeAudit Committee also considered the status of pending litigation, taxation matters and other areas of oversight relating to the financial reporting and audit process that the committee determined appropriate. Based on the audit committee’sAudit Committee’s review of the audited financial statements and discussions with management and KPMG S.A. and Deloitte & Associés, the audit committeeAudit Committee recommended to the Company’s boardBoard of directorsDirectors that the audited financial statements be included in the DBV Technologies Annual Report on Form 10-K for the fiscal year ended December 31, 20202023, for filing with the SEC. Members of the Audit Committee of DBV Technologies S.A. Audit Committee Claire Giraut(1)Timothy Morris
Viviane MongesAdora Ndu
Daniel Soland
(1)Ms. Giraut resigned from our board of directors and the Audit Committee subsequent to approving the inclusion of audited financial statements in the Annual Report on Form 10-K.Daniele Guyot-Caparros
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. 30
INFORMATION ABOUT OUR EXECUTIVE OFFICERS Below is a list of our current executive officers and their ages as of April 21, 2021.8, 2024. Officers are elected by our boardBoard of directorsDirectors to hold office until their successors are elected and qualified. There is no arrangement or understanding between any executive officer and any other person pursuant to which the executive officer was selected. | | | | | | | Name | | Age | | | Position | Daniel Tassé | | | 6164 | | | Chief Executive Officer and Director | Sébastien RobitailleVirginie Boucinha
| | | 5154 | | | Chief Financial Officer | Dr. Pharis Mohideen | | | 5659 | | | Chief Medical Officer |
Sébastien RobitailleVirginie Boucinha has served as our Chief Financial Officer since October 2020. HeNovember 2023. She oversees Finance and Information Systems at the Group level and is a member of the Executive Committee. From July 2019 to October 2020 heShe previously served as, our Chiefas Head of Staff responsible for leading our evolutionGroup Performance at Pierre Fabre, a pharmaceutical company, from February 2022 until August 2023. From 1991 to July 2021, Virginie worked at Sanofi, a development-stage biotechnologyglobal healthcare and pharmaceutical company, to a potential commercial organization. From December 2017 to December 2019, he servedin Finance where she held various positions in Industrial Affairs and Commercial Operations Controlling, Corporate Audit, Corporate Treasury, as our Deputywell as Chief Financial Officer (Morocco, India & South East Asia). She complemented her Finance experience taking several operational roles in Commercial Operations in Sales, Marketing, and oversawBusiness Excellence and led several strategic projects. She spent most of her career on international assignments and abroad. Ms. Boucinha received her Masters from the Finance and Information Systems operations. Mr. Robitaille joined us in September 2015 as Senior Vice President, Group Controller & Information Systems. Prior to joining us, Mr. Robitaille worked at Ipsen for 15 years, where he held various roles of increasing. Mr. Robitaille holds a Bachelor’s Degree in Business Administration-Finance from Paris School of Business.
Dr. Pharis Mohideenhas served as our Chief Medical Officer since July 2019 and is responsible for continuing development efforts of our pipeline and bringing potentially innovative new treatments to patients, if approved. Dr. Mohideen is a member of our Executive Committee. Prior to joining us, from October 2014 to July 2019, Dr. Mohideen served as Chief Medical Officer for Millendo Therapeutics, Inc., a U.S. publicly traded biopharmaceutical company prior to its merger with Tempest Therapeutics, Inc. From June 2012 to October 2014, he served as Vice President of Clinical Development at Shionogi Inc., a Japanese publicly traded pharmaceutical company. Dr. Mohideen received his M.D., M.S. in human physiology and B.A. in biology from the University of Hawaii, as well as his M.S. in clinical investigation from Vanderbilt University. Mr. Tassé’s biography is set forth above under “Board Ofof Directors and Corporate Governance – Governance—Board Ofof Directors.” Family Relationships There are no family relationships among any of our executive officers or directors. 31
EXECUTIVE COMPENSATION Summary Compensation Table The following table sets forth information for each of the last two completed fiscal years regarding compensation awarded to or earned by (i) our Chief Executive Officer (principal executive officer, PEO), (ii) the two most highly compensated executive officers other than the PEO who were serving as executive officers atfor the end of the last completed fiscal year ended December 31, 2023, and (iii) one additional former executive officersan individual who would have been among the Company’s two most highly compensated executive officers, of the Company other than the PEO, had he continued to servebut for the fact that such individual was not serving as an executive officer at the end of December 31, 2020,Fiscal 2023, or collectively, the named executive officers. For the year ended December 31, 2020,2023, our named executive officers were: Daniel Tassé, our Chief Executive Officer and Director; Sébastien Robitaille,Virginie Boucinha, our Chief Financial Officer;
Dr. Pharis Mohideen, our Chief Medical Officer; and Ramzi Benamar,Sébastien Robitaille, our former Chief Financial Officer, who left the Company on October 2, 2020.Officer.
| Name and Principal Position | | Year | | Salary
$ | | Bonus
$ | | Stock
Awards (1)
$ | | Option
Awards (1)
($) | | Non-Equity
Incentive Plan
Compensation
$ | | All Other
Compensation
$ | | Total (2)
$ | | | Year | | Salary
$ | | Stock
Awards (1)
$ | | Option
Awards (1)
($) | | Non-Equity
Incentive Plan
Compensation
$ | | All Other
Compensation
$ | | Total (2)
$ | | Daniel Tassé | | | 2020 | | | | 600,000 | | | | — | | | | — | | | | 959,123 | | | | 396,000 | | | | 107,012 | (3) | | | 2,062,135 | | | | 2023 | | | | 600,000 | | | | — | | | | 1,084,783 | | | | 600,000 | | | | 119,703 | (5) | | | 2,404,486 | | Chief Executive Officer and Director | | | 2019 | | | | 600,000 | | | | — | | | | | | 1,693,381 | | | | 780,000 | | | | 88,071 | | | | 3,161,452 | | | | 2022 | | | | 600,000 | | | | — | | | | 1,717,835 | | | | 456,000 | | | | 13,805 | (6) | | | 2,787,640 | | Sébastien Robitaille | | | 2020 | | | | 234,150 | | | | — | | | | 39,438 | | | | 178,523 | | | | 55,282 | | | | 2,385 | (4) | | | 509,778 | | | Virginie Boucinha | | | | 2023 | | | | 49,538 | (4) | | | 151,395 | | | | 33,693 | | | | — | | | | — | | | | 234,627 | | Chief Financial Officer | | | 2019 | | | | 211,265 | | | | — | | | | 362,400 | | | | — | | | | 146,637 | | | | 4,102 | | | | 724,403 | | | | 2022 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Pharis Mohideen | | | 2020 | | | | 440,000 | | | | — | | | | 73,649 | | | | 333,943 | | | | 99,704 | | | | 85,556 | (5) | | | 1,032,851 | | | | 2023 | | | | 540,750 | | | | 62,066 | | | | 288,053 | | | | 222,356 | | | | 166,293 | (7) | | | 1,279,518 | | Chief Medical Officer | | | 2019 | | | | 195,824 | (6) | | | — | | | | | | 937,045 | | | | 364,678 | | | | 38,135 | | | | 1,535,682 | | | | 2022 | | | | 515,000 | | | | 93,243 | | | | 258,444 | | | | 210,120 | | | | — | | | | 1,076,807 | | Ramzi Benamar Former Chief Financial Officer | | | 2020 | | | | 288,493 | | | | — | | | | | | 1,086,825 | | | | 116,000 | | | | 525,638 | (7) | | | 2,016,956 | | | Sébastien Robitaille (3) | | | | 2023 | | | | 248,705 | | | | 35,000 | | | | — | | | | 95,581 | | | | — | | | | 344,286 | | Former Chief Executive Officer | | | | 2022 | | | | 237,452 | | | | 20,386 | | | | 146,077 | | | | 97,713 | | | | — | | | | 501,628 | |
| (1) | The amounts reported in the “Stock Awards” and “Option Awards” columns reflect the aggregate grant date fair value of each award computed in accordance with ASC Topic 718. For information regarding the assumptions used in determining the fair value of an award, please refer to Note 1412 of our Annual Report on Form 10-K as filed with the SEC on March 17, 2021.7, 2024. |
| (2) | Amounts relating to base salary and equity incentive plan compensation in 20202022 have been converted from euros to U.S. dollars at a rate of €1.00 = $1.1422,$1.0813, which represents the average exchange rate for the year ended December 31, 2020,2023, and amounts relating to non-equity incentive plan compensation in 2019 have been converted from euros to U.S. dollars at a rate of €1.00 = $1.1195,$1.087, which represents the averageBCE fixing exchange rate foron January 5, 2023 (date of approval by the year ended December 31, 2019.Board meeting of this compensation). |
| (3) | Mr. Robitaille joined the Company on September 1st, 2015, and his employment agreement provided an annual salary of $248,705. Mr. Robitaille served as CFO until November 17th, 2023. |
| (4) | Ms. Boucinha joined the Company on November 6, 2023. While her base salary is $295,000, she only received a total of $45,814 for the duration of her employment in 2023. |
| (5) | Includes $6,750$50,750 in Company contributions to benefit plans, $41,546$37,457 in life insurance premiums, $40,905$30,512 in tax gross-up payments or reimbursements, and $17,811 in commuting expenses. |
(4) | Includes $2,385 in commuting expenses.
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(5) | Includes $26,000 in Company contributions to benefit plans, $41,546 in life insurance premiums, and $18,009$984 in commuting expenses.
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| (6) | Dr. Mohideen joined the Company on July 22, 2019. Represents theIncludes $19,562 in tax pro-ratedgross-up portion of an annual base salary of $453,200.payments or reimbursements. (7)
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| (7) | Includes $19,500 of$45,643 in Company contributions to benefit plans, $37,722$38,897 in life insurance premiums, $13,416and $81,753 in commuting expenses, $65,000 in housing allocations, and $390,000 in severance payments.expenses. |
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Outstanding Equity Awards at Fiscal Year End 20202023 | | | | | | Option Awards | | Stock Awards | | | | | Option Awards (1) | | Stock Awards | | Name | | Grant
Date | | Number of
securities
underlying
unexercised
options
(#)
exercisable | | Number of
securities
underlying
unexercised
options
(#)
unexercisable(1) | | Equity
incentive
plan awards:
Number of
securities
underlying
unexercised
unearned
options (#) | | Option
exercise
price
(€) (2) | | Option
expiration
date | | Number
of
shares
or units
of stock
that
have
not
vested
(#) | | Market
value of
shares
of units
of stock
that
have not
vested
($) | | Equity
incentive
plan awards:
Number of
unearned
shares, units
or other
rights that
have not
vested (#) | | Equity
incentive
plan awards:
Market or
payout value
of unearned
shares, units
or other
rights that
have not
vested ($) (3) | | | Grant
Date | | Number of
securities
underlying
unexercised
options
(#)
exercisable | | Number of
securities
underlying
unexercised
options
(#)
unexercisable (1) | | Option
exercise
price (2) | | Option
expiration
date | | Number of
shares or
units
of stock
that have
not vested
(#) | | Market
value of
shares
of units
of stock
that
have not
vested (3) | | Daniel Tassé | | | 11/29/18 | | | | — | | | | 350,000 | (4) | | | — | | | € | 30.02 | | | | 11/29/28 | | | | — | | | | — | | | | — | | | | — | | | | 11/29/18 | | | | 350,000 | (4) | | | — | | | | 30.02 | € | | | 11/29/28 | | | | — | | | | — | | | | | 05/24/19 | | | | — | | | | 150,000 | (4) | | | — | | | € | 16.99 | | | | 05/24/29 | | | | — | | | | — | | | | — | | | | — | | | | 05/24/19 | | | | 150,000 | (4) | | | — | | | | 16.99 | € | | | 05/24/29 | | | | — | | | | — | | | | | 11/24/20 | | | | — | | | | 274,000 | | | | — | | | € | 4.16 | | | | 11/24/30 | | | | — | | | | — | | | | — | | | | — | | | | 11/24/20 | | | | 205,500 | | | | 68,500 | | | | 4.16 | € | | | 11/24/30 | | | | — | | | | — | | | Sébastien Robitaille | | | 06/22/18 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | 15,000 | (5) | | $ | 79,811 | | | | | | 05/10/19 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | 20,000 | (5) | | $ | 106,414 | | | | 11/22/21 | | | | 137,000 | | | | 137,000 | | | | 5.87 | € | | | 11/22/31 | | | | — | | | | — | | | | | 12/20/19 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 100 | (6) | | $ | 532 | | | | | | | | 11/21/22 | | | | 191,097 | | | | 573,289 | | | | 3.00 | € | | | 11/21/32 | | | | | | | | | 11/24/20 | | | | — | | | | 51,000 | | | | — | | | € | 4.16 | | | | 11/24/30 | | | | 8,300 | (7) | | $ | 44,162 | | | | | | | | 11/20/23 | | | | — | | | | 809,672 | | | | 2.00 | € | | | 11/20/33 | | | | | | Virginie Boucinha | | | | 11/20/23 | | | | — | | | | 113,000 | | | | 2 | € | | | 11/20/33 | | | | 19,000 | (1) | | | | Pharis Mohideen | | | 07/22/19 | | | | — | | | | 75,000 | (4) | | | — | | | € | 17.90 | | | | 07/22/29 | | | | — | | | | — | | | | | | | | 07/22/19 | | | | — | | | | 75,000 | (4) | | | 17.90 | € | | | 07/22/29 | | | | — | | | | — | | | | | 11/24/20 | | | | — | | | | 95,400 | | | | — | | | € | 4.16 | | | | 11/24/30 | | | | 15,500 | (7) | | $ | 82,471 | | | | | | | | 11/24/20 | | | | 71,550 | | | | 23,850 | | | | 4.16 | € | | | 11/24/30 | | | | 3,877 | (1) | | $ | 7,844 | | | | | | 11/22/21 | | | | 47,700 | | | | 47,700 | | | | 5.87 | € | | | 11/22/31 | | | | 4,351 | (1) | | $ | 8,803 | | | | | | 07/29/22 | | | | 37,500 | | | | 62,500 | | | | 4.72 | € | | | 07/29/32 | | | | 6,250 | (1) | | $ | 12,645 | | | | | | 11/21/22 | | | | 28,750 | | | | 86,250 | | | | 3.00 | € | | | 11/21/32 | | | | 17,500 | (1) | | $ | 26,555 | | | | | | 11/20/23 | | | | | | 215,000 | | | | 2.00 | € | | | 11/20/33 | | | | 35,000 | (1) | | $ | 70,814 | | Sébastien Robitaille (5) | | | | 11/24/20 | | | | 25,500 | | | | — | | | | 4.16 | € | | | 11/24/30 | | | | | | | | | | 11/22/21 | | | | 12,750 | | | | — | | | | 5.87 | € | | | 11/22/31 | | | | | |
| (1) | The staggered vesting for the stock and option awards until November 2022 is as follows: 25% of the shares subject to each option vest 12 months after grant, with the remaining shares vesting in six equal semi-annual installments thereafter, subject to each optionholder’soption holder’s continued service through each such vesting date. |
As of November 2022, the staggered vesting of stock and option awards has changed, with a 4-year grant, and 25% vested each year. | (2) | Exercise prices, grant date share fair values and fair value per equity instruments are provided in euros, as the Company is incorporated in France and the euro is the currency used for the grants. |
| (3) | Determined by reference to €4.34,€1.831, the closing price per ordinary shareOrdinary Share on Euronext Paris on December 31, 20202023, and an applicable exchange rate of €1.00 = $1.2271,$1.105, which represents the exchange rate as of December 31, 2020.2023. |
| (4) | In addition to the vesting schedule in footnote (1),The vesting of these options areis not similar to the vesting described in footnote (1), but subject to the achievement of clinical development-related performance conditions.
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| (5) | The service conditions have been met asAccording to the terms of December 31,the stock and options plans and his separation agreement, Mr. Robitaille lost his rights to the vesting of the last tranches of the November 24, 2020 forand November 22, 2021 options awards, and the awardsvesting of the November 21, 2022 options award. Mr. Robitaille has 15,000 vested shares granted onby the June 22, 2018 stock plan and May 10, 2019. The release20,000 vested shares granted under the July 31, 2019 stock plan (due to waiver of free shares is subject to the achievement of performance conditions.
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(6) | This award vests on December 19, 2021.
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(7) | 25% of these RSUs vest on November 24, 2021,condition and holding period provided for in the remaining RSUs vest in six equal semi-annual installments thereafter, subject to the holder’s continued service through each such vesting date.plans rules).
|
Mr. Benamar held no outstanding equity awards at fiscal year end as a result of his departure from the Company in October 2020.
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Narrative Disclosure to Summary Compensation Table Compensation Philosophy and Strategy of our employees and executive officers At DBV we have a competitive and innovative way to reward our employees. Our reward system builds on the foundations of our company culture, what we refer to as the 4C’s – Courage, Curiosity, Collaboration and Credibility. We are a clinical-stage biopharmaceutical company dedicated to developingincentivize our for value creation and commercializing safe, effective, and convenient therapies for patients with food allergies and other immunological conditions. Our therapeutic approach is based on epicutaneous immunotherapy, or EPIT™,align our proprietary method of delivering biologically active compoundsactivities to the immune system through intact skin using Viaskin™, an epicutaneous patch (i.e.,benefits of our stakeholders: patients, shareholders and broad society. As we navigate a skin patch).competitive market environment, we benchmark against similarly sized U.S. and French biopharmaceutical companies to offer the best possible compensation elements to meet our goals. We have generated significant data demonstrating that the mechanism of action of Viaskin is novelrefer to this approach as Total Rewards. Moreover, we not only use competitive financial rewards but also prioritize internal talent development as foundational to our future success. Our Total Rewards strive to ensure we are and differentiated, as it targets specific antigen-presenting immune cellsremain attractive to current and prospective talent in the skin called Langerhans cells. Langerhans cells capture the antigen and migratebiopharmaceutical market. We foster a culture of performance to reward contribution to the lymph node to activate the immune system without allowing passage of the antigen into the bloodstream, minimizing systemic exposure in the body. We are advancing this unique technology to address areas of unmet medical need, including food allergies. Safety is paramount to children with food allergies and their families because the introduction of the offending allergen into an allergic child’s bloodstream can cause severe and life-threatening allergic reactions, suchcompany’s achievements, as anaphylactic shock. We believe Viaskin may offer a convenient, self-administered, non-invasive immunotherapy to patients.well as behaviors that reflect our culture, our 4C’s. Our most advanced product candidate is Viaskin Peanut, which has been evaluatedTotal Rewards policy, reviewed annually, consists of: Base salary, pegged to local compensation market Annual incentive, paid in nine clinical studies, including four Phase II studiescash, subject to Company and two Phase III studies, asindividual achievement against annual corporate objectives Long-term incentive, using a potential therapy for children ages four to elevenmix of restricted share units and stock options Benefits, aligned with peanut allergy. We also have an ongoing Phase III study of Viaskin Peanut in children ages one to three with peanut allergy.local market practices We have two earlier-stage food allergy programs: Viaskin Milk, which is in Phase II of clinical
Talent management and development programs and Viaskin Egg, which is in preclinical development. We are also exploring potential applications ofopportunities, supporting our Viaskin platform in vaccines and other immune diseases such as Eosinophilic Esophagitis, or EoE.talent’s professional development As a global biopharmaceutical company, we structure our compensation program to attract global talent. The overall objectives of our executivethe compensation policies and programs of our executive officers are to:
attract, retain and motivate superior executive talent; provide incentives that reward the achievement of performance goals that directly correlate to the enhancement of stockholder value, as well as to facilitate executive retention; align our executives’ interests with those of our stockholders; link pay to company performance; and offer pay opportunities that are competitive with the biopharmaceutical market in which we compete in order to recruit and retain top talent, while maintaining reasonable cost and dilution to our shareholders. In establishing specific compensation levels for our executive officers, we consideringconsider benchmarking information provided from our independent compensation consultant. For 2020, we considered the following companies to be in our peer group for benchmarking purposes: Aimmune Therapeutics
Apellis Pharmaceuticals Inc.
Aurinia Pharmaceuticals Inc.
Esperion Therapeutics, Inc.
Intercept Pharmaceuticals Inc.
Intra-Cellular Therapies, Inc.
Mesoblast Ltd.
Myovant Sciences Ltd.
Revance Therapeutics Inc.
Rhythm Pharmaceuticals Inc.
Tricida Inc.
Viela Bio, Inc. (subsequently acquired by Horizon Therapeutics plc)
Zealand Pharma A/S
Zogenix, Inc.
Our executive compensation program generally consists of, and is intended to strike a balance among, the following three principal components: base salary, annual performance-based incentives and long-term incentive compensation. Our compensation philosophy with respect to these elements is as follows: | | • | | Base salary (fixed cash): |
TargetBase salary reflects level of expertise and competencies. It is aligned and competitive with local and country standards. Salary increases are managed annually, based on merit budget envelopes. Merit increase aims at rewarding our employees for the execution of their mission, specified in their job description.
34
All employees are eligible for an annual incentive plan rewarding personal contribution towards Company and individual goals, as well as how they are delivered. As such, our annual performance management process encompasses assessment of behavioral competencies tied to our 4C’s. Targets are expressed in percentage of based salary and benchmarked with industry local market median in the French or U.S., depending on job location. practices and peers. Provides financial stability and security through a fixed amountFor 2023, the Board of cash for performing job responsibilities.
Generally reviewed annuallyDirectors, on the recommendation of the Compensation Committee, determined that our company had achieved 106% of the corporate objectives established by the compensation committee based on a number of factors (including individual performance, internal equity, retention, expected cost of living increases and the overall performance ofBoard. See Annex D for further information about our company) and by reference to market data provided by our independent compensation consultant).2023 corporate objectives.
| | • | | Annual non-equity performance incentive plan (at risk cash)Long-term incentives (at-risk equity):
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MotivatesValue in the biotechnology industry is often created over a few years. We seek to align employee’s compensation with long term company value creation. We believe that our ability to grant equity awards is a credible and rewards for attaining rigorous annual corporate performance goals that relate to our key business objectives and individual contributions.effective compensation tool.
Target bonus amounts are generally reviewed annually by the compensation committee, including by reference to market data provided by our independent compensation consultant.
Bonus opportunities are dependent on the achievement of specific corporate objectives establishedEquity incentives aim at the beginningattracting and retaining talent at all levels of the yearorganization by the boardproviding an extra layer of directorsincentives to employees and individual performance objectives that relate to the officer’s role and expected contribution toward reachingpromoting our corporate goals.
Actual bonus amounts earned are determined after the end of the year, based on achievement of the designated corporate performance objectives (which allow for 0% to 150% achievement) and, where applicable, individual performance objectives. Any corporate achievement of less than 50% results in no annual incentive compensation for our executive officers.
| • | | For 2020, the compensation committee determined that our company had achieved 55% of the corporate objectives established by the board. See Annex D for further information on our achievement of corporate objectives.
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Long-term incentives(at-risk equity):
Long-term incentives, or LTIs, represent the bulk of our executive compensation.
Motivates and rewards for long-term Company performance; aligns executives’ interests with stockholder interests and changes in stockholder value. Attracts highly qualified executives and encourages their continued employment over the long-term.growth as a collective achievement.
Includes a mix of Stock-Options (SOs)(“SOs”) and Restricted Stock Units (RSUs).RSUs in line with market practice in some comparable US peer companies. The relative ratiosize of SOs to RSUs increases asthe award is a functionpercentage of organizational seniority, such that our executive officers receive upwards of 80% of their LTIs as SOs,the capital share outstanding (CSO) which we believemay vary depending on where the role is consistent with our peer companies and particularly our U.S. peer companies.based. Annual equity opportunities are generally reviewed and determined annually or as appropriate during the year for new hires, promotions, or other special circumstances, such as to encourage retention, or as an incentive for significant achievement. Individual grants are determined based on a number of factors, including current corporate and individual performance, outstanding equity holdings and their retention value and total ownership, historical value of our stock, internal equity among executives and market data provided by our independent compensation consultant. We focus on time-vesting awards. Time based vesting over four years (25 % at month 12, and 12.5% every 6 months afterwards) allows for retention that is aligned to the biotechnology industry’s longer time horizon for value creation and is competitive with market practices. Further, our focus on time-vesting awards allows us to most optimally allocate our resources by enabling us to shift resources towards the most promising opportunities for shareholder value creation. | industry’s longer time horizon for value creation and is competitive with market practices. Further, our focus on time-vesting awards allow us to most optimally allocate our resources by enabling us to shift resources towards the most promising opportunities for shareholder value creation.
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The compensation committeeCompensation Committee aims to structure a significant portion of the named executive officers’ total target compensation to be comprised of performance-based bonus opportunities and LTIs, in order to align the executive officers’ incentives with the interests of our stockholders and our corporate objectives. In evaluating our executive compensation policies and programs, as well as the short-term and long-term value of our executive compensation plans, we consider both the performance and skills of each of our executives, as well as the compensation paid to executives at similar companies with similar responsibilities. We focus on providing a competitive compensation package which provides significant short-termshort- term and long-term incentives for the achievement of measurable corporate objectives. We believe this approach provides an appropriate blend of short-term and long-term incentives to maximize stockholder value. Chief Executive Officer Compensation In 2020, the elements of our chief executive officer’s compensation were:Please refer to Annex B for information regarding Chief Executive compensation.
| • | | Base salary: Mr. Tassé’s annual base salary has remained at $600,000 since joining our company in November 2018. This amount is between the 50th and 75th percentile of the market data compiled by our independent compensation consultant, in order to remain competitive with the companies with whom we compete.
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Annual incentive award: For 2020, in addition to determining that the company had achieved 55% of the corporate objectives established by the board, the board approved a supplemental incentive award to Mr. Tassé equal to 11% of his base salary for his work in reorganizing our company and significantly reducing our expenses while advancing our Viaskin Peanut program and other core capabilities. In total, Mr. Tassé’s annual incentive award equaled 66% of his base salary in 2020, as compared to 130% in 2019.35
LTIs: In 2020, the board granted Mr. Tassé a SO to purchase 274,000 ordinary shares, which represented approximately 0,50% of our outstanding capital, which aligned to market practice of 0.45 to 0.55% at the median of our comparable companies. Such SOs have a four-year vesting schedule (25% at month 12, and 12.5% every 6 months afterwards) and a 10-year exercise window, subject to Mr. Tassé’s continued service at our company.
Executive Compensation Arrangements For a discussion of our employment arrangements with our executive officers, see “Related Party Transactions –Arrangements“Certain Relationships and Related Person Transactions—Related-Party Transactions—Agreements with Our Directors and Executive Officers.” Except the arrangements described in “Related Party Transactions—Arrangements with Our Directors and Executive Officers,”as disclosed therein, there are no arrangements or understanding between us and any of our other executive officers providing for benefits upon termination of their employment, other than as required by applicable law. French “Say-on-Pay”Law Requirements Related to ExecutiveCorporate Officers’ Compensation French legal background on say-on-payEx-ante requirementsand ex-post votes of the shareholders’ meeting
French laws applicable to our company requiresrequire that all type of compensation to be granted or that have been granted to certain corporate officers (Chairman of the Board, directors, chief executive officers, deputy chief executive officers, if any) be presented and approved by the shareholders at our annual shareholders ’generalshareholders’ general meeting, as regards on one hand for the compensation policy applicable to these corporate officers for the coming year (Ex Ante Vote) and on the other hand the compensation that was granted to these executive officers for the past year (Ex Post Vote). NoDecision making process for the determination of the corporate officers’ compensation component, of any nature whatsoever, may be determined, allocated or paid by our company, nor any commitment made by our company if it is not in accordance with the approved compensation policy or, in its absence, with the compensation or practices existing within our company.
The determination, review and implementation of the compensation policy for each of the corporate officers (Chairman of the Board, directors, chief executive officers, deputy chief executive officers, if any) is carried out by the Board on the recommendation of the Compensation Committee. The Compensation Committee and the Board of Directors systematically meet in the absence of the Chief Executive Officer and the management team to discuss the establishment of the compensation policy for corporate officers. When the Board decides on a compensation component or a commitment in favor of the Chairman of the Board or the Chief Executive Officer, the interested party may not take part in the deliberations or vote on the component or commitment concerned. Ex Ante Vote
Our BoardSuch compensation policy is submitted to the vote of Directors shall draw up a remuneration policy thatour annual shareholders’ general meeting (ex-ante vote). No compensation component, of any nature whatsoever, may be determined, allocated or paid by our company, nor any commitment made by our company if it is madenot in accordance with our corporate purposes, that shall contribute to our company’s sustainability and that shall be part of our company’s business strategy. It shall comprise all type of remunerations to be granted to corporate officers (whether fixed, variable or exceptional) and shall explain how it has been determined and how it is implemented by our company. Suchthe approved compensation policy shall be approved by our shareholders at our annual shareholders’ meeting.
As part of the decision-making process followed for the determination and review of the compensation policy, the conditions of compensation and employment of our company’s employees were taken into account by the Compensation Committee and the Board.
In proposing the structure of this compensation, the Compensation Committee also relies on studies indicating market practices for comparable companies. These studies are based on a sample of companies with common characteristics in terms of size, workforce, market capitalization, clinical stage or geographic footprint.
The Compensation Committee ensures that none of the components of remuneration is disproportionate and analyses the remuneration as a whole, taking into account all of its components.policy.
In the event of a change in governance, the compensation policy will be applied ourto the Company’s new executivecorporate officers, with necessary adjustments where applicable. SuchCompensation policy principles and objectives
When setting the compensation policy, the Compensation Committee and the Board of Directors ensure that it complies with the Company’s corporate interests, contributes to its long-term viability and is in line with its business strategy, notably through variable remuneration targets and, where applicable, performance conditions. The Compensation Committee and the Board of Directors seek to ensure consistency with market and industry practices, in order to ensure (i) competitive levels of remuneration, (ii) a close link between the Company’s performance and the remuneration of its officers, and in particular the maintenance of a balance between short-term and medium/long-term performance, and (iii) compliance with the principles of the Middlenext Code on which the level and terms of the officers remunerations are based. The governance standards taken into account by the Board of Directors in determining the total compensation of corporate officers are those set out in recommendation R16 of the Middlenext Code: Completeness: each company is free to determine the components of executive directors’ compensation. Disclosure of executive directors’ compensation to shareholders must be exhaustive: fixed portion, variable portion (bonus), stock options, free shares, compensation for “Board member” duties, exceptional compensation, retirement conditions and special benefits, other... In the case of variable compensation, the assessment of performance takes into account quantitative criteria—financial and non-financial—as well as qualitative criteria; 36
Balance between remuneration components: each component of remuneration must be justified and in the company’s interest; Benchmark: as far as possible, remuneration should be assessed in the context of a business line and the reference market, and be proportionate to the Company’s situation, while taking care to avoid inflationary effects; Consistency: the remuneration of executive directors must be consistent with that of the company’s other directors and employees; Rules must be simple and transparent. The performance criteria used to establish the variable portion of compensation or, where applicable, for the granting of stock options or free shares, must be linked to the company’s performance, correspond to its objectives, be demanding, explainable and, as far as possible, sustainable. They must be detailed, without however calling into question the confidentiality that may be justified for certain elements; Measure: the determination of remuneration and the granting of stock options or free shares must strike a fair balance, taking into account the company’s general interest, market practices and the performance of senior executives; Transparency: in accordance with the law, companies whose shares are listed on a regulated market must publish all the components of executive compensation in their corporate governance report. In the case of variable compensation, the weighting of the various criteria is communicated to shareholders. The Compensation Committee and the Board of Directors also take into account the votes cast at previous Annual General Meetings on the remuneration policy for corporate officers. In accordance with French rules, the Annual General Meeting of May 16, 2024 will be asked to approve the CEO, Chairman and directors’ compensation policy for 2024. The proposed compensation policy of the CEO, the named executive officers, the Chairman and the directors for 2024 is described in our annual corporate governance report a portionin chapter 3 of which, translated toour 2023 Universal Registration Document. For reference, an English translation of our proposed compensation policy is included asset forth in Annex B to this Proxy Statement and which was incorporated in Section 4 of our 2021 Universal Registration Document (URD) filed with the French Market Authority on March 17, 2021 under number D.21-0141.proxy statement. Ex Post vote The annual ordinary shareholders’ meeting must decide each year on the remuneration awarded or paid during the financial year to the corporate officers. This “ex-post” vote concerns two sets of resolutions, one concerning all corporate officers (CEO, Chairman and directors), the otherothers concerning only some of them. Our annual shareholders’ meeting shall then approve fixed, variablethem (CEO and exceptional items comprising the total compensation and benefits of any kind paid during the previous financial year or awarded for said financial year to the corporate officers.Chairman).
With regard to the vote on the information concerning all corporate officers, and in the event that the proposed resolution is rejected, the Board of Directors must convene a meeting and submit a revised remuneration policy for approval at the next general meeting; the payment of sums allocated for the current financial year to the directors as remuneration for their activity is suspended until this approval. A further negative vote on the resolution on the new remuneration policy will result in a permanent ban on the payment of the suspended remuneration. A description of our corporate officers’ compensation for the previous financial year is included in Annex C, Part 1 and Part 2With regard to this proxy statement.
As regards the vote on the fixed, variable, and exceptional components of the total compensation and benefits of any kind paid or granted during the past financial year to the Chairman of the Board of Directors the chief executive officer and the deputy chief executive officer,CEO, and if the proposed resolution is rejected by the general meeting, the remuneration components remain in place, but the variable and exceptional remuneration components may not be paid to the said corporate officerofficer.
37
In accordance with French rules, the Annual General Meeting of May 16, 2024, will be asked to approve the CEO, Chairman and directors’ compensations for 2023. A description of the compensation paid to Mr. Michel de Rosen, Mr. Daniel Tasséour CEO, Chairman and Ms. Marie-Catherine Thérénédirectors’ compensations for the previous financial year2023 is included in Annex C Part 2 to this proxy statement. US Requirements Related to Named Executive Officers Compensation In accordance with US regulations, the Annual General Meeting of May 16, 2024, will be asked to issue an advisory opinion on the compensation policy applicable to the corporate officers and members of the Comex qualified as “named executive officers” within the meaning of US regulations. Pay vs. Performance As required by Item 402(v) of SEC Regulation S-K, the following table, footnotes, and discussion provide “Pay versus Performance” information for the last three fiscal years. The information provided below was not considered by the Compensation Committee in structuring or determining compensation for our NEOs. Please refer to the Executive Compensation section of this Proxy Statement for more information regarding our executive compensation program. | | | | | | | | | | | | | | | | | | | | | | | | | Year | | Summary
Compensation
Table Total for
PEO(1) | | | Compensation
Actually Paid to
PEO(2) | | | Average
Summary
Compensation
Table Total for
Non-PEO
NEOs(3) | | | Average
Compensation
Actually Paid to
Non-PEO
NEOs(4) | | | Total
Shareholder
Return | | | Net Income | | 2023 | | $ | 2,404,486 | | | $ | 942,122 | | | $ | 640,797 | | | $ | 391,144 | | | $ | 42.64 | | | ($ | 72,710,000 | ) | 2022 | | $ | 2,787,640 | | | $ | 2,948,035 | | | $ | 789,218 | | | $ | 905,323 | | | $ | 72.56 | | | ($ | 96,274,000 | ) | 2021 | | $ | 2,430,966 | | | $ | 1,359,738 | | | $ | 904,435 | | | $ | 628,617 | | | $ | 70.55 | | | ($ | 97,809,000 | ) |
| (1) | The dollar amounts reported in this column are the amounts of total compensation reported for Daniel Tasse (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.” |
| (2) | The dollar amounts reported in this column represent the amount of “compensation actually paid” to Daniel Tasse, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Daniel Tasse during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments summarized in the table below were made to Daniel Tasse’s total compensation for each year to determine the compensation actually paid: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | Year | | Year End
Fair Value
of Equity
Awards | | | Year over
Year Change
in Fair Value
of Outstanding
and Unvested
Equity
Awards | | | Fair
Value as
of
Vesting
Date of
Equity
Awards
Granted
and
Vested in
the Year | | | Year over
Year
Change
in Fair
Value of
Equity
Awards
Granted
in Prior
Years that
Vested in
the Year | | | Fair Value
at the End of
the Prior
Year of
Equity
Awards that
Failed to
Meet
Vesting
Conditions
in the Year | | | Value of
Dividends or
other Earnings
Paid on Stock or
Option Awards
not Otherwise
Reflected in Fair
Value or Total
Compensation | | | Total Equity
Award
Adjustments | | 2023 | | $ | 1,289,764 | | | ($ | 1,363,237 | ) | | $ | 0 | | | ($ | 304,108 | ) | | $ | 0 | | | $ | 0 | | | ($ | 377,581 | ) | 2022 | | $ | 1,994,291 | | | ($ | 51,754 | ) | | $ | 0 | | | ($ | 64,306 | ) | | $ | 0 | | | $ | 0 | | | $ | 1,878,230 | | 2021 | | $ | 680,875 | | | ($ | 546,627 | ) | | $ | 0 | | | $ | 86,359 | | | $ | 0 | | | $ | 0 | | | $ | 220,608 | |
| (3) | The dollar amounts reported in column (d) represent the average of the amounts reported for the NEOs as a group (excluding our PEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs (excluding our PEO) included for purposes of calculating the average amounts in 2022 and 2021 are Pharis Mohideen. The NEOs (excluding our PEO) included for purposes of calculating the average amounts in 2023 are Virginie Boucinha and Pharis Mohideen. |
38
“The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our PEO) during the applicable year. The dollar amounts for 2021 and 2022 have been updated from those presented in the prior proxy filing. Last year, two awards to Mr. Sebastien Robitaille were considered vested before 2021 based on their time-based service requirements. This year, unmet performance-based service requirements are also being considered for those awards, with the impact reflected in the “year over year change in fair value of outstanding and unvested equity awards.” In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding our PEO) for each year to determine the compensation actually paid: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Year | | Year End
Fair Value
of Equity
Awards | | | Year over
Year Change
in Fair Value
of Outstanding
and Unvested
Equity Awards | | | Fair
Value as
of
Vesting
Date of
Equity
Awards
Granted
and
Vested in
the Year | | | Year
over
Year
Change
in Fair
Value of
Equity
Awards
Granted
in Prior
Years
that
Vested in
the Year | | | Fair Value
at the End of
the Prior
Year of
Equity
Awards that
Failed to
Meet
Vesting
Conditions
in the Year | | | Value of
Dividends or
other Earnings
Paid on Stock or
Option Awards
not Otherwise
Reflected in Fair
Value or Total
Compensation | | | Total Equity
Award
Adjustments | | 2023 | | $ | 210,150 | | | ($ | 118,195 | ) | | $ | 0 | | | ($ | 29,431) | | | ($ | 112,455 | ) | | $ | 0 | | | ($ | 49,930 | ) | 2022 | | $ | 418,543 | | | ($ | 22,770 | ) | | $ | 0 | | | ($ | 20,593) | | | $ | 0 | | | $ | 0 | | | $ | 375,180 | | 2021 | | $ | 206,681 | | | ($ | 120,035 | ) | | $ | 0 | | | $ | 27,281 | | | $ | 0 | | | $ | 0 | | | $ | 113,927 | |
39
The below charts present the Compensation Actually Paid (“CAP”) over the three-year period ended December 31, 2023, against trends in the Company’s Total Shareholder Return (“TSR”) and net income results over the same period. 
Limitations on Liability and IndemnificationsIndemnification Matters Under French law, provisions of by-laws that limit the liability of directors are prohibited. However, French law allows sociétés anonymes to contract for and maintain liability insurance against civil liabilities incurred by any of their directors and officers involved in a third-party action, provided that they acted in good faith and within their capacities as directors or officers of the company. Criminal liability cannot be indemnified under French law, whether directly by the company or through liability insurance. We maintain liability insurance for our directors and officers, including insurance against liability under the Securities Act and we intend to enter into agreements with our directors and executive officers to provide contractual indemnification. With certain exceptions and subject to limitations on indemnification under French law, these agreements will provide for indemnification for damages and expenses including, among other things, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding arising out of his or her actions in that capacity. We believe that this insurance and these agreements are necessary to attract qualified directors and executive officers. These agreements may discourage shareholders from bringing a lawsuit against our directors and executive officers for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood 40
of derivative litigation against directors and executive officers, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these insurance agreements. Certain of our non-employee directors may, through their relationships with their employers or partnerships, be insured against certain liabilities in their capacity as members of our boardBoard of directors.Directors. Equity Compensation Plan Information Shares Authorized for Delivery under Equity Compensation Plans— The following table provides information about our Ordinary Shares that may be issued (or transferred) under our equity compensation plans at December 31, 2020:2023: | Plan Category | | Number of
securities to be
issued upon
exercise of
outstanding
options,
warrants and
rights | | | Weighted-average
exercise price of
outstanding
options, warrants
and rights (11) | | | Number of securities
remaining available for
issuance under equity
compensation plans
(excluding securities
reflected in column (a) | | | Number of
securities to be
issued upon
exercise of
outstanding
options,
warrants and
rights | | | Weighted-average
exercise price of
outstanding
options, warrants
and rights (1) | | | Number of securities
remaining available for
issuance under equity
compensation plans
(excluding securities
reflected in column (a) | | | | (a) | | | (b) | | | (c) | | | (a) | | | (b) | | | (c) | | Equity compensation plans approved by security holders: | | | | | | | | Equity compensation plans approved by Security holders: | | | | | | | | Non-Employee Warrants (BSA) | | | 218,008 | | | € | 52.78 | | | | — | | | | 251,693 | | | € | 48.29 | | | | — | | Employee Warrants (BSPCE) | | | 82,500 | | | € | 5.13 | | | | — | | | Stock options (OSA) | | | 2,610,510 | | | € | 18.78 | | | | 2,904,052 | | | | 7,118,691 | | | € | 8.55 | | | | 602,995 | | Restricted Stock Units | | | 1,118,745 | | | | N/A | | | | 623,734 | | | | 2,095,517 | | | | N/A | | | | 583,628 | | Equity compensation plans not approved by security holders: | | | | | | | | | | | | | | None | | | | | | | | | | | | | | | | | | |
(11)(1) | Exercise prices, grant date share fair values and fair value per equity instruments are provided in Euros, as the Company is incorporated in France and the Euro is the currency used for the grants. |
41
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information with respect to the beneficial ownership of ordinary sharesOrdinary Shares as of March 31, 2021February 29, 2024 for: each beneficial owner of more than 5% of our ordinary shares;Ordinary Shares; each of our named executive officers and directors; and all of our executive officers and directors as a groupgroup. Beneficial ownership is determined in accordance with the rules and regulations of the SEC. Under these rules, beneficial ownership includes any shares as to which a person has sole or shared voting power or investment power. In computing the number of ordinary sharesOrdinary Shares beneficially owned by a person and the percentage ownership of that person, ordinary sharesOrdinary Shares subject to options, warrants, or other rights held by such person that are currently exercisable or will become exercisable within 60 days of March 31, 2021February 29, 2024, are considered outstanding. These ordinary shares,Ordinary Shares, however, are not included in the computation percentage ownership of any other person. Applicable percentage ownership is based on 54,936,687 ordinary96,434,369 Ordinary Shares outstanding plus 3,034,525 shares outstandingexercisable upon exercise of pre-funded warrants as of March 31, 2021.April 8, 2024. Unless otherwise indicated, the address for each of the shareholders listed in the table below is until April 15, 2024 c/o DBV Technologies S.A., 177-181, Avenueavenue Pierre Brossolette – 92120 Montrouge and from April 16, 2024 c/o DBV Technologies S.A., 107 avenue de la République 92320 Châtillon, France. | | | | | | | | | | | | Number of
Shares
Beneficially
Owned | | | Percentage
of Shares
Beneficially
Owned | | 5% Shareholders | | | | | | | | | Entities affiliated with Caisse de Dépôts et Consignations (1) | | | 4,668,702 | | | | 8.5 | % | Entities affiliated with Baker Bros. Advisors LP (2) | | | 11,614,670 | | | | 21.1 | % | Entities affiliated with Boxer Capital, LLC (3) | | | 3,767,299 | | | | 6.9 | | Entities affiliated with Perceptive Advisors (4) | | | 4,422,123.5 | | | | 8.1 | % | Morgan Stanley (5) | | | 2,855,825 | | | | 5.2 | % | | | | Named Executive Officers, Directors and Director Nominees | | | | | | | | | Daniel Tassé | | | 250,000 | | | | * | | Sébastien Robitaille | | | 15,000 | | | | * | | Pharis Mohideen | | | 11,250 | | | | | | Ramzi Benamar | | | — | | | | — | | Michel de Rosen (6) | | | 32,570 | | | | * | | Dr. Torbjörn Bjerke (7) | | | 42,925 | | | | * | | Maïlys Ferrère | | | — | | | | — | | Michael J. Goller (8) | | | 21,500 | | | | * | | Viviane Monges (9) | | | 600 | | | | * | | Timothy E. Morris | | | — | | | | — | | Adora Ndu | | | — | | | | — | | Julie O’Neill (10) | | | 16,000 | | | | * | | Ravi Rao | | | — | | | | — | | Daniel Soland (11) | | | 36,500 | | | | — | | All current directors and current executive officers as a group (11 persons) (12) | | | 425,745 | | | | * | |
| | | | | | | | | | | | Number of
Shares
Beneficially
Owned | | | Percentage
of Shares
Beneficially
Owned | | 5% Shareholders | | | | | | | | | Entities affiliated with Baker Bros. Advisors LP (1) | | | 23,468,669 | | | | 24.34 | % | Entities affiliated with VR Advisor, LLC (2) | | | 9,654,654 | | | | 9.97 | % | Entities affiliated with Bpifrance Participations SAS (3) | | | 7,151,863 | | | | 7.42 | % | Entities affiliated with Braidwell, L.P. (4) | | | 9,901,512 | | | | 9.99 | % | | | | Named Executive Officers, Directors and Director Nominees | | | | | | | | | Daniel Tassé (5) | | | 1,033,597 | | | | 1.06 | % | Virginie Boucinha | | | — | | | | * | | Pharis Mohideen (6) | | | 280,222 | | | | * | | Michel de Rosen (7) | | | 39,407 | | | | * | | Maïlys Ferrère | | | — | | | | — | | Michael J. Goller (8) | | | 21,500 | | | | * | | Daniele Guyot-Caparros | | | — | | | | — | | Timothy E. Morris (9) | | | 18,837 | | | | * | | Adora Ndu (10) | | | 8,662 | | | | * | | Julie O’Neill (11) | | | 16,000 | | | | * | | Ravi M. Rao (12) | | | 6,837 | | | | * | | Daniel B. Soland (13) | | | 63,337 | | | | * | | All current directors and current executive officers as a group (15 persons) (14) | | | 1,870,298 | | | | 1.9 | % |
| * | Represents beneficial ownership of less than 1% of our outstanding ordinary shares.Ordinary Shares. |
| (1) | The information shown is based,Based in part on an declaration Schedule 13D/A filed jointly by (i) Bpifrance Participations S.A., a société anonyme incorporated under the laws of the Republic of France (“BpiP”), (ii) Innobio FPCI, a fonds professionnel de capital investissement (“Innobio”), (iii) Bpifrance Investissement
|
| S.A.S., a French management company (société de gestion) (“BpiI”), (iv) CDC Croissance S.A., a société anonyme incorporated under the laws of the Republic of France (“CDCC”), (v) the Caisse des Dépôts, a French special public entity (établissement spécial) (“CDC”), (vi) EPIC Bpifrance, a French public institution of industrial and commercial nature (“EPIC”), and (vii) Bpifrance S.A. (“BPI”), a société anonyme incorporated under the laws of the Republic of France, on February 12, 2021. Consists of 4,442,569 ordinary shares directly held by BpiP and 226,133 ordinary shares directly held by Innobio. BpiP is a subsidiary owned at 99.99% by BPI. CDC and EPIC each hold 49.2% of the share capital of BPI and jointly control BPI. Innobio is managed by BpiI. BpiI is a wholly-owned, indirect subsidiary of BpiP. Neither BPI, EPIC nor BpiI hold any ordinary shares directly. BpiI may be deemed to be the beneficial owner of 226,133 ordinary shares, through its management of Innobio. BPI may be deemed to be the beneficial owner of 4,442,569 ordinary shares held by BpiP, indirectly through its 99.99% ownership of BpiP. CDC and EPIC may be deemed to be the beneficial owners of 4,442,569 ordinary shares held by BpiP, indirectly through their joint ownership and control of BPI. The principal address for CDC Croissance is 209, rue de l’Université, 75007 Paris. The principal address for CDC is 56, rue de Lille, 75007 Paris, France. The principal address for Bpifrance Participations, Innobio, Bpifrance Investissement, EPIC and Bpifrance is 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. |
(2) | Based on information provided in a Form 3the Schedule 13D filed by Baker Bros. Advisors LP on January 11, 2021.June 13, 2022. Consists of (a) 4,286,0382,185,238 ordinary shares held in the aggregate by 667, L.P. ,(“667”) and (b) 21,282,931 ordinary shares held by Baker Brothers Life Sciences, Capital, L.P. and L.P (“Baker Brothers Life Sciences, L.P. (collectively, the “Baker Bros. Holders”Sciences”), (b) 14,614,264 ADSs representing 7,307,132 ordinary shares held by the Baker Bros. Holders and (c) 21,500 ordinary. In addition, (a) 667 has 1,383,352 shares issuable upon the exercise of warrants (the “Baker Bros. Warrants”) that are immediately exercisable orpre-funded warrants (b) Baker Life Sciences has 11,732,979 shares issuable upon the exercise of immediately exercisable within 60 days of March 31, 2021,pre-funded warrants
|
42
| (“Warrants”). The Warrants are subject to French law.a blocker which prevents the holder from exercising the Warrants to the extent that, upon such exercise or conversion, the holder would beneficially own in excess of 9.99% of the Shares outstanding as a result of the exercise (the “Beneficial Ownership Limitation”), and the amounts and percentages in the table give effect to the Beneficial Ownership Limitation. As a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Ordinary Shares or ADS, as applicable, directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.’s right to receive an allocation of a portion of the profits from 667. As a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Baker Brothers Life Sciences, L.P, (“Life Sciences”, and together with 667, the “Funds”), Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in Ordinary Shares or ADS, as applicable, directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.’s right to receive an allocation of a portion of the profits from Life Sciences. Baker Bros. Advisors LP (the “Adviser”) serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the “Adviser GP”) is the Adviser’s sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein. Michael Goller, a full-time employee of the Adviser currently serves on DBV’s Board of directors as a representative of the Funds. The policy of the Funds and the Adviser does not permit full-time employees of the Adviser to receive compensation for serving as directors of the Issuer,any issuer, and the Funds are instead entitled to the pecuniary interest in the Baker Bros. Warrants. Michael Goller has no voting or dispositive power and no pecuniary interest in the Baker Bros. Other than through their control of the Adviser, Felix J. Baker and Julian C. Baker have neither voting nor dispositive power and have no direct pecuniary interest in the Baker Bros. Warrants held by Michael Goller. The Funds are instead entitled to the pecuniary interest in the Baker Bros. Warrants held by Michael Goller. The Adviser has voting and investment power over the Baker Bros. Warrants held by Michael |
| Goller. The address for each of these entities is 860 Washington Street, 3rd Floor, New York, New York 10014. |
| (2) | Based in part on information provided in the Schedule 13G/A filed on February 14, 2024, for the period ending December 31, 2023. Consists of (i) 951,439 shares and 36,283 shares issuable upon the exercise of immediately exercisable Warrants held by Venrock Healthcare Capital Partners II, L.P., (ii) 385,717 shares and 14,709 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings II, LLC, (iii) 2,093,431 shares and 79,833 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners III, L.P., (iv) 209,422 shares and 7,986 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC and (v) 5,659,991 shares and 215,844 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. The Warrants are subject to the Beneficial Ownership Limitation, and the amounts and percentages in the table give effect to the Beneficial Ownership Limitation, reflecting 354,655 shares issuable upon exercise of the Warrants. |
| (3) | ThisBased in part, on information provided in Schedule 13D/A filed jointly by (i) Bpifrance Participations S.A., a société anonyme incorporated under the laws of the Republic of France (“BpiP”), (ii) Innobio FPCI, a fonds professionnel de capital investissement (“Innobio”), (iii) Bpifrance Investissement S.A.S., a French management company (société de gestion) (“BpiI”), (iv) the Caisse des Dépôts, a French special public entity (établissement spécial) (“CDC”), (v) EPIC Bpifrance, a French public institution of industrial and commercial nature (“EPIC”), and (vi) Bpifrance S.A. (“BPI”), a société anonyme incorporated under the laws of the Republic of France, on June 13, 2022. Consists of 6,925,730 Ordinary Shares directly held by
|
43
| BpiP and 226,133 Ordinary Shares directly held by Innobio. BpiP is based solely on a Schedule 13G filedsubsidiary owned at 99.99% by Boxer Capital, LLC, or Boxer Capital, Boxer Asset Management Inc., or Boxer Management, Joe Lewis, MVA InvestorsBPI. CDC and Aaron Davis on February 16, 2021. ComprisedEPIC each hold 49.2% of ordinary shares held through American Depositary Shares. Boxer Managementthe share capital of BPI and jointly control BPI. Innobio is the managing member and majority ownermanaged by BpiI. BpiI is a wholly-owned, indirect subsidiary of Boxer Capital. Joe Lewis isBpiP. Neither BPI, EPIC nor BpiI hold any Ordinary Shares directly. BpiI may be deemed to be the sole indirect beneficial owner of 226,133 Ordinary Shares, through its management of Innobio. BPI may be deemed to be the beneficial owner of 4,442,569 Ordinary Shares held by BpiP, indirectly through its 99.99% ownership of BpiP. CDC and controls Boxer Management.EPIC may be deemed to be the beneficial owners of 4,442,569 Ordinary Shares held by BpiP, indirectly through their joint ownership and control of BPI. The principal business address for Boxer Capital, MVA Investors and Aaron DavisCDC is 11682 El Camino Real, Suite 320, San Diego, CA 92130.56, rue de Lille, 75007 Paris, France. The principal business address for Boxer ManagementBpifrance Participations, Innobio, Bpifrance Investissement, EPIC and Joe LewisBpifrance is Cay House, EP Taylor Drive N7776, Lyford Cay, New Providence, Bahamas.27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. |
| (4) | ThisBased in part on information is based solelyprovided in Schedule 13G filed on a Schedule 13G/A filedFebruary 14, 2024 for the period ending December 31, 2023. Consists of 3,300,000 Shares (as defined therein), 6,010,000 Shares issuable upon the exercise of immediately exercisable pre-funded warrants Warrants subject to the Beneficial Ownership Limitation (defined below), and 7,843,285 ADS, all of which are directly owned by Perceptive Advisors LLC, or Perceptive Advisors, Joseph Edelman and Perceptive Life SciencesBraidwell Partners Master Fund Ltd., orLP. Each ADS represents the Master Fund, on February 16, 2021. The Master Fund directly holds 1,124,371 Ordinary Shares of Common Stock and 6,595,505 American Depositary Shares, each representingright to receive one-half of one Ordinary Share. Perceptive Advisors serves as the investment managerThe Warrants are subject to the Master FundBeneficial Ownership Limitation, and may be deemedthe amounts and percentages in the table give effect to beneficially own the securities directly held byBeneficial Ownership Limitation, reflecting 2,679,870 shares issuable upon exercise of the Master Fund. Mr. Edelman isWarrants, but not including 3,330,130 other Warrants subject to the managing member of Perceptive Advisors and may be deemed to beneficially own the securities directly held by the Master Fund. The principal business address for Perceptive Advisors is 51 Astor Place, 10th Floor, New York, New York 10003.blocker.
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| (5) | Based on information provided in a Schedule 13G filed by Morgan Stanley on January 25, 2021. The principal business address for Morgan Stanley is 1585 Broadway, New York, New York 10036.Consists of 1,033,597 shares issuable upon the exercise of options that are exercisable within 60 days of February 29, 2024.
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| (6) | Consists of (a) 19,722 shares and (b) 260,500 shares issuable upon the exercise of options that are exercisable within 60 days of February 29, 2024. |
| (7) | Consists of (a) 23,570 shares and (b) 9,00015,837 shares issuable upon the exercise of warrants that are immediately exercisable or exercisable within 60 days of March 31, 2021, subject to French law |
(7) | Consists of (a) 35,925 shares and (b) 7,000 shares issuable upon the exercise of warrants that are immediately exercisable or exercisable within 60 days of March 31, 2021,February 15, 2024, subject to French law.
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| (8) | Consists of 21,500 shares issuable upon the exercise of warrants that are immediately exercisable or exercisable within 60 days of March 31, 2021,February 29, 2024, subject to French law. Mr. Goller has neither voting nor dispositive power and has no direct pecuniary interest in these securities. He has entered into an agreement with Baker Bros. Advisors LP related to his beneficial ownership of our securities, as disclosed in a Schedule 13D/A filed by Baker Bros. Advisors LP, Baker Bros. Advisors (GP) LLC, Felix J. Baker and Julian C. Baker on June 26, 2018.October 11, 2019. |
| (9) | Consists of (a) 12,000 shares and (b) 6,837 shares issuable upon the exercise of warrants that are immediately exercisable or exercisable within 60 days of March 31, 2021,February 29, 2024, subject to French law. |
| (10) | Consists of (a) 1,825 shares and (b) 6,837 shares issuable upon the exercise of warrants that are immediately exercisable or exercisable within 60 days of March 31, 2021,February 29, 2024, subject to French law. |
| (11) | Consists of 16,000 shares issuable upon the exercise of warrants that are immediately exercisable or exercisable within 60 days of March 31, 2021,February 29, 2024, subject to French law. |
| (12) | Consists of 6,837 shares issuable upon the exercise of warrants that are exercisable within 60 days of February 29, 2024, subject to French law. |
| (13) | Consists of (a) 80,09525,000 shares and (b) 346,25038,337 shares issuable upon the exercise of warrants that are exercisable within 60 days of February 15, 2024, subject to French law. |
| (14) | Consists of (a) 148,266 shares, (b) 1,609 847 shares issuable upon the exercise of options and warrants that are immediately exercisable or exercisable within 60 days of March 31, 2021, subject to French law.February 15, 2024, and (c) 112,185 shares issuable upon the exercise of warrants that are exercisable within 60 days of February 29, 2024. |
44
DELINQUENT SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEREPORTS Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directors and greater than ten percent shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Because we To our knowledge, based on a review of the copies of such reports filed on the SEC’s EDGAR system and written representations that no other reports were priorrequired, during the fiscal year ended December 31, 2023, all Section 16(a) filing requirements applicable to January 1, 2021, a foreign private issuer, ourits officers, directors and greater than ten percent shareholdersbeneficial owners were not required to make any filings pursuant to Section 16(a) incomplied with except for the year endedfollowing: on August 14, 2023, late Forms 4 were filed for Daniel Tassé, Pharis Mohideen, and Sebastien Robitaille, and on December 31, 2020.19, 2023, a late Form 4 was filed for Pharis Mohideen.
45
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS Policies and Procedures for Related Person Transactions We have adopted a related-party transaction policy that sets forth our procedures for the identification, review, consideration and approval or ratification of related-party transactions. For purposes of our policy only,Under French law, a related-party transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we and any related parties are, were or will be participants, which are not (1) in the ordinary course of business, and (2) at arms’ length and (3) in which the amount involved exceeds $120,000.length. Transactions involving compensation for services provided to us as an employee or director are not covered by this policy. For purposes of this policy, a related party is any executive officer, director (or nominee for director) or beneficial owner of more than fiveten percent (5%(10%) of any class of our voting securities, including any of their immediate family members and any entity owned or controlled by such persons. Under the policy, if a transaction has been identified as a related-party transaction, including any transaction that was not a related-party transaction when originally consummated or any transaction that was not initially identified as a related-partyrelated- party transaction prior to consummation, our management must present information regarding the related-party transaction to our boardBoard of directorsDirectors for review, consideration and approval. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related parties, the benefits to us of the transaction and whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third-party or to or from employees generally. Under the policy, we will collect information that we deem reasonably necessary from each director, executive officer and, to the extent feasible, significant shareholder to enable us to identify any existing or potential related-party transactions and to effectuate the terms of the policy. In addition, under our Code of Business Conduct and Ethics, our employees and directors have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest. In considering related-party transactions, our board, or Transactions concluded under “normal terms and conditions” are those agreed by the Company under the same terms and conditions as those that it habitually applies in its relationships with third parties, such that they do not allow the contracting party to obtain a benefit that a third party would not have obtained. To determine whether these terms and conditions are “normal”, the extent permittedterms and conditions under which the agreements concerned are habitually agreed by applicable law an independent bodyother companies in the same business sector are also taken into account. The normalness of our board, will take into account the relevant available factsterms and circumstances including, but not limitedconditions are primarily assessed by reference to: the risks, costs and benefitseconomic data of the agreement: the price must correspond to us;a market price or a price generally applied by companies in the same business sector; the impact on a director’s independence notion of “balance of mutual benefits” which takes into consideration all the terms and conditions under which the transaction is concluded (payment deadline, guarantees, etc.); in general, the eventlegal terms and conditions of the agreement which must be balanced and standard for the type of transaction in question. If our management believes that the related-partyagreement in question is an ordinary agreement entered into under normal terms and conditions, they will bring to the attention of the Audit Committee a director,report of their review including the essential terms of that agreement and their conclusions, for the latter to judge whether it is advisable to bring it to the immediate family memberattention of the Board of Directors. The assessment of the criteria is reexamined whenever a directorpreviously concluded agreement is amended, renewed, extended, or an entity with which a director is affiliated;terminated. 46
the availability of other sources for comparable services or products; and
the terms available to or from, as the case may be, unrelated third parties or to or from employees generally. The policy requires that, inIn determining whether to approve, ratify or reject a related-party transaction, our boardBoard of directors, or if permitted by applicable law an independent body of our board of directors,Directors, must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, our best interests, and those of our shareholders, as our boardBoard of directors, or if permitted by applicable law an independent body of our board of directors,Directors determines in the good faith exercise of its discretion.
Related PartyRelated-Party Transactions
Since January 1, 2019,2022, we have engaged in the following transactions with our directors, executive officers and holders of more than fiveten percent (5%(10%) of our outstanding voting securities and their affiliates, which we refer to as our related-parties.related parties. Participation in April 2019 Underwritten Global OfferingJune 2022 PIPE Financing As partIn June 2022, we completed a $194 million PIPE financing from the sale of our April 2019 underwritten global offering, certain(i) 32,855,669 Ordinary Shares, nominal value €0.10 per share at a price per Ordinary Share of our holders€3.00 (corresponding to $3.22 on the basis of more than 5%an exchange rate of our outstanding voting securities$1.0739 = €1.00 published by the European Central Bank on June 8, 2022), and their affiliates purchased(ii) pre-funded warrants to purchase an aggregate of 3,099,772 ordinary shares28,276,331 Ordinary Shares, or the Warrant Shares, at a pre-funded price per pre-funded warrant of €2.90 (corresponding to $3.11), which equals the public offeringper share price of €12.02 per ordinary share. The following table sets forth the aggregate number of
ordinary shares that certain of our holders of more than 5% of our outstanding voting securities and their affiliates purchased:
| | | | | Related Party
| | Number of
Ordinary Shares | | Baker Brothers Life Sciences, L.P.
| | | 1,851,852 | | Bpifrance Participations S.A.
| | | 1,247,920 | |
Participation in October 2019 Underwritten Global Offering
As part of our October 2019 underwritten global offering, one of our holders of more than 5% of our outstanding voting securities and their affiliates purchased an aggregate of 9,104,704 ADSs atOrdinary Shares less the public offeringexercise price of $6.59€0.10 per ADS. pre- funded warrant (the “PIPE Financing”). Each pre-funded warrant has an exercise price of €0.10 per Warrant Share.
The following table sets forth the aggregate number of ADSs that one of our holders of more than 5% of our outstanding voting securitiesOrdinary Shares and their affiliates purchased: | | | | | Related Party
| | Number of
ADSs | | Entities affiliated with Baker Bros. Advisors LP (1)
| | | 9,104,704 | |
(1) | Consists of 8,351,123 ADSs issued to Baker Brothers Life Sciences, L.P. and 753,581 ADSs issued to 667, L.P.
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Participation in February 2020 Underwritten Global Offering
As part of our February 2020 underwritten global offering, two of our holders of more than 5% of our outstanding voting securities and their affiliates purchased an aggregate of 664,419 ordinary shares at the public offering price of €18.63 per ordinary share. The following table sets forth the aggregate number of ordinary sharespre-funded warrants that two of our holders of more than 5% of our outstanding voting securities and their affiliates purchased:
| | | | | Related Party
| | Number of
Ordinary Shares | | Entities affiliated with Baker Bros. Advisors LP (1)
| | | 450,000 | | Bpifrance Participations S.A.
| | | 214,419 | |
| | | | | | | | | Related Party | | Number of
Ordinary Shares | | | Number of
Pre-Funded Warrants | | Entities affiliated with Baker Bros. Advisors LP (1) | | | 11,875,000 | | | | 13,116,331 | | Bpifrance Participations S.A. | | | 2,483,161 | | | | 0 | |
| (1) | Consists of 450,000 ordinary shares1,252,432 Ordinary Shares and 1,383,352 Pre-Funded Warrants issued to 667, L.P. and 10,622,568 Ordinary Shares and 11,732,979 Pre-Funded Warrants issued to Baker Brothers Life Sciences, L.P. |
Registration Rights In March 2018, we entered into a registration rights agreement, or the Registration Rights Agreement, with entities affiliated with Baker Bros. Advisors LP, or Baker Brothers, pursuant to which Baker Brothers is entitled to rights with respect to the registration under the Securities Act of ordinary sharesOrdinary Shares and ADSs, including ordinary sharesOrdinary Shares or ADSs issuable upon the exercise or conversion of any other securities (whether equity, debt or otherwise) owned or subsequently acquired by Baker Brothers. These rights include demand registration rights and piggyback registration rights. All fees, costs and expenses of underwritten registrations will be borne by us and all selling expenses, including underwriting commissions, will be borne by Baker Brothers. Under the terms of the Registration Rights Agreement, we are required, upon the request of Baker Brothers, to file a registration statement covering, and use our reasonable best efforts to effect, the registration of the ordinary shares,Ordinary Shares, including in the form of ADSs, requested to be registered for public resale. In addition, if we register our securities either for our own account or for the account of other security holders under certain circumstances more than six months following the completion of our March 2018 underwritten global offering, Baker Brothers is entitled to include its ordinary sharesOrdinary Shares or ADSs in such registration. Subject to certain exceptions, we and the underwriters may limit the number of ordinary sharesOrdinary Shares or ADSs included in an underwritten offering conducted pursuant to the terms of the Registration Rights Agreement if the underwriters believe that including such securities would adversely affect the offering. The registration rights granted under the Registration Rights Agreement will terminate ten years after the date of the Registration Rights Agreement. In connection with the PIPE Financing, pursuant to a registration rights agreement, or the 2022 Registration Rights Agreement, with the investors, the Company filed a registration statement with the SEC registering the 47
resale of 59,269,629 ordinary shares issued in the PIPE financing, including ordinary shares underlying the pre-funded warrants. The Company also filed a registration statement with the SEC registering the resale of 11,593,170 ordinary shares by entities affiliated with Baker Bros. Advisors, issued in the PIPE financing, including ordinary shares underlying the pre-funded warrants. As a result, subject to certain beneficial ownership limitations contained in the pre-funded warrants, these shares are freely tradable, without restriction, in the public market. In addition, the exercise of some or all of the pre-funded warrants will increase the number of our outstanding ordinary shares, which may dilute the ownership percentage or voting power of our shareholders. Agreements with Our Directors and Executive Officers Employment and Consulting Arrangements Daniel Tassé. In November 2018, we entered into an executive agreement (as French “mandataire social”) with Mr. Daniel Tassé, our current Chief Executive Officer. He is entitled to an annual base salary. Mr. Tassé is also eligible to receive equity grants as our boardBoard of directorsDirectors may determine and to participate in our bonus plan. In December 2018, our boardBoard of directorsDirectors fixed the performance criteria in the event of termination of Mr. Daniel Tassé’s duties as our Chief Executive Officer. He will benefit from a severance package if all the following objectives are achieved: (i) Viaskin Peanut is approved in a major market; (ii) build an EPIT pipeline with three ongoing clinical trials;trials is built; and (iii) six months cash runway is achieved, as defined by the last quarter of spend on the day of severance. Compliance with these performance conditions will be established by our boardBoard of directorsDirectors prior to any payment. In the event of termination “without cause” or for “good reason”,reason,” we will pay an amount equal to the sum of: (i) 18 months of Mr. Tassé’s base salary and (ii) the target bonus at a 100% achievement level. In case of termination without “cause” or for “good reason” outside of a change of control, the severance benefits will get paid out over a 12-month period. In case of termination without “cause” or for “good reason” in connection with a change of control, those same amounts getwill be paid in a lump sum. Sébastien Robitaille.Virginie Boucinha. In September 2015,November 2023, we entered into an employment agreement with Mr. Robitaille,Ms. Boucinha, our then Senior Vice President, Group Controller & Information Systems and current Chief of Staff. Mr. RobitailleFinancial Officer. Ms. Boucinha is entitled to an annual base salary. Mr. RobitailleMs. Boucinha is also eligible to receive equity grants as our board may determine and to participate in our bonus plan.
Dr. Pharis Mohideen. In July 2019, we entered into an employment agreement with Mr.Dr. Mohideen, our Chief Medical Officer. Mr.Dr. Mohideen is entitled to an annual base salary. Mr.Dr. Mohideen is also eligible to receive equity grants as our board may determine and to participate in our bonus plan. Ramzi Benamar. In January 2020,the event of termination “without cause” or for “good reason,” we entered intowill pay an employment agreement with Mr. Benamar, our then-Chief Financial Officer. Mr. Benamar was entitledamount equal to an annualthe sum of 12 months of Dr. Mohideen’s base salary. Mr. Benamar was also eligible to receive equity grants as our board determined from time to time and to participateIn case of termination without “cause” or for “good reason” outside of a change of control, the severance benefits will get paid out over a 12-month period. In case of termination without “cause” or for “good reason” in our bonus plan. Mr. Benamar’s service as our Chief Financial Officer ceasedconnection with a change of control, Dr. Mohideen will be paid in October 2020.
Julie O’Neill. In December 2018, we entered into a consulting agreement with Julie O’Neill, a member of our board of directors, pursuant to which she agreed to provide chemistry, manufacturing and controls advice. Upon our request, she: (i) examined and remedied the shortcomings identified by the FDA; (ii) examined and provided answers on all aspects of the technical operations, including, by way of non-exclusive example, process development, analytical development, manufacture, engineering, the procurement chain, quality control and quality assurance and (iii) advised our Chief Executive Officer and our internal services at the request of our Chief Executive Officer. The term of the agreement was for one year. Ms. O’Neill received €45,000 per month and was eligible to receive certain success fees allocated as follows: (i) a maximum of €200,000 for the resubmission of the BLAan amount equal to the FDA forsum of: (i) 12 months of Dr. Mohideen’s base salary and (ii) the treatment of peanut allergy in children four to 11 of age and; (ii) an additional amount of up to €250,000 if and when the FDA has approved the Viaskin Peanut BLA.target bonus at a 100% achievement level.
Director and Executive Officer Compensation See “Board of Directors and Corporate Governance” and “Executive Compensation” for information regarding compensation of directors and executive officers. Equity Awards Since January 1, 2019, we have issued the following equity awards to our related parties:
On January 15, 2019, we issued an aggregate of 9,500 options shares to new U.S. employees.
On March 20, 2019, we issued an aggregate of 547,100 option shares to U.S. employees, of which 187,500 were to certain of our executive officers.
On May 10, 2019, we issued an aggregate of 100,000 free shares to certain of our French employees and French executive officers.
On May 15, 2019, we issued an aggregate of 7,200 option shares to new U.S. employees.
On May 24, 2019, we issued an aggregate of 150,000 option shares to our CEO.
On June 17, 2019, we issued an aggregate of 7,200 option shares to new U.S. employees.
On July 1, 2019, we issued an aggregate of 403,400 option shares to U.S. employees.
On July 22, 2019, we issued an aggregate of 75,000 option shares to certain of our executive officers.
On July 31, 2019, we issued an aggregate of 23,750 free shares to certain of our French employees.
On August 11, 2019, we issued an aggregate of 40,000 free shares to certain of our French employees and French executive officers.
On September 16, 2019, we issued an aggregate of 34,000 option shares to new U.S. employees.
On October 16, 2019, we issued an aggregate of 3,500 option shares to new U.S. employees.
On December 16, 2019, we issued an aggregate of 53,100 option shares to new U.S. employees.
On December 19, 2019, we issued an aggregate of 23,600 free shares to all French employees.
On January 15, 2020, we issued an aggregate of 85,200 option shares to certain US employees and executive officers.
On March 16, 2020, we issued an aggregate of 5,000 free shares to certain French employees.
On April 29, 2020, we issued an aggregate of 20,000 free shares to certain French employees.
On November 24, 2020, we issued an aggregate of 475,000 free shares 1,216,200 option shares to US & French employees and executive officers.
See “Board of Directors and Corporate Governance” and “Executive Compensation” for further information regarding equity awards to directors and executive officers. 48
Bonus Plans All our executive officers are entitled to a bonus ranging between 50% and 150% based on yearly objectives determined by our boardBoard of directorsDirectors upon recommendation of our compensation committee.Compensation Committee. Indemnification Agreements We intend to enter into indemnification agreements with each of our directors and executive officers. See “Limitations“Executive Compensation—Limitations on Liability and Indemnification Matters” above. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. 49
AUDIT FEES AND SERVICES The following tables presentspresent fees for professional audit services rendered by KPMG S.A. and Deloitte & Associés for the audit of the Company’s annual financial statements for the years ended December 31, 20192022, and December 31, 20202023, as well as fees billed for other services rendered by KPMG S.A. and Deloitte & Associés during those periods. The amounts relating to audit fees and services in 20202023 have been converted from euros to U.S. dollars at a rate of €1.00 = $1.1422,$1.0813 which represents the average exchange rate for the year ended December 31, 2020,2023, and those relating to audit fees and services in 20192022 have been converted from euros to U.S. dollars at a rate of €1.00 = $1.1195,$1.0599, which represents the average exchange rate for the year ended December 31, 2019.2022. The following table presents aggregate fees billed to the Company for the fiscal years ended December 31, 20202023, and December 31, 20192022, by Deloitte & Associés: | | | | Fiscal Year Ended | | | Fiscal Year Ended
December 31, | | | (in thousands of dollars) | | 2020 | | | 2019 | | | 2023 | | | 2022 | | Audit Fees | | $ | 639,000 | | | $ | 816,100 | | | $ | 523 | | | $ | 408 | | Audit-related Fees | | $ | — | | | $ | — | | | $ | 240 | | | $ | 158 | | Tax Fees | | $ | — | | | $ | — | | | $ | — | | | $ | — | | All Other Fees | | $ | — | | | $ | — | | | $ | — | | | $ | — | | Total Fees | | $ | 639,000 | | | $ | 816,100 | | | $ | 763 | | | $ | 566 | |
The following table presents aggregate fees billed to the Company for the fiscal years ended December 31, 20202023 and December 31, 20192022 by KPMG S.A. | | | | | | | | | | | | Fiscal Year Ended | | | (in thousands of dollars) | | 2020 | | | 2019 | | Audit Fees | | $ | 434,000 | | | $ | — | | Audit-related Fees | | $ | — | | | $ | — | | Tax Fees | | $ | — | | | $ | — | | All Other Fees | | $ | — | | | $ | — | | Total Fees | | $ | 434,000 | | | $ | — | |
| | | | | | | | | | | | Fiscal Year Ended December 31, | | | (in thousands of dollars) | | 2023 | | | 2022 | | Audit Fees | | $ | 441 | | | $ | 404 | | Audit-related Fees | | $ | 240 | | | $ | 153 | | Tax Fees | | $ | — | | | $ | — | | All Other Fees | | $ | — | | | $ | — | | Total Fees | | $ | 680 | | | $ | 557 | |
There were no “Audit Related“Tax Fees” or “Tax“All Other Fees” or billed or paid during 20192022 or 2020.2023. Audit and Non-Audit Services Pre-Approval Policy The audit committeeAudit Committee has responsibility for appointing, setting compensation of and overseeing the work of the independent registered public accounting firm. In recognition of this responsibility, the audit committeeAudit Committee has adopted a policy, approved by the Board of Directors on December 3, 2020, applicable since January 1st, 2021 governing the pre-approval of all audit and permitted non-audit services performed by our independent registered public accounting firm to ensure that the provision of such services does not impair the independent registered public accounting firm’s independence from us and our management. Unless a type of service to be provided by our independent registered public accounting firm has received general pre-approval from the audit committee,Audit Committee, it requires specific pre-approval by the audit committee.Audit Committee. The payment for any proposed services in excess of pre-approved cost levels requires specific pre-approval by the audit committee.Audit Committee. Pursuant to its pre-approval policy, the audit committeeAudit Committee may delegate its authority to pre-approve services to the chairperson of the audit committee.Audit Committee. The decisions of the chairperson to grant pre-approvals must be presented to the full audit committeeAudit Committee at its next scheduled meeting. The audit committeeAudit Committee may not delegate its responsibilities to pre-approve services to the management. 50
The audit committeeAudit Committee has considered the non-audit services provided by KPMG S.A. and Deloitte & Associés as described above and believes that they are compatible with maintaining KPMG’sKPMG S.A.’s and Deloitte’sDeloitte & Associés’s independence as our independent registered public accounting firm. 51
PROPOSALPROPOSALS NOS. 1 TO 4:
APPROVAL OF THE ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2023, APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2023, ALLOCATION OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2023 AND ALLOCATION OFFOF ACCUMULATED DEFICIT TO THE SHARE PREMIUM ACCOUNT Proposal No. 1 In accordance with French Law, our Board is required to present our annual statutory financial statements for the year ended December 31, 2020 to the shareholders at the General Meeting. Shareholders who raise questions in relation to the statutory financial statements can submit questions for the Board in advance of the General Meeting to investors@dbv-technologies.com.The Board will endeavor, where appropriate, to answer such questions by publishing responses on our website as soon as practical after the General Meeting.
In accordance with best practice, we are proposingof Directors proposes an ordinary resolution to receive and adopt the statutory financial statements for the year ended December 31, 2020.2023, showing a loss of EUR (61,327,401).
The 20202023 statutory financial statements may be found in the Annual Reports and General Meetings section of our website at https://www.dbv-technologies.com/investor-relations/financial-information/annual-reports/.. Proposal No. 2 In accordance with French Law, our Board is required to present our consolidated statutory financial statements for the year ended December 31, 2020 to the shareholders at the General Meeting. Shareholders who raise questions in relation to the consolidated statutory financial statements can submit questions for the Board in advance of the General Meeting to investors@dbv-technologies.com.The Board will endeavor, where appropriate, to answer such questions by publishing responses on our website as soon as practical after the General Meeting.
In accordance with best practice, we are proposingof Directors proposes an ordinary resolution to receive and adopt the consolidated statutory financial statements for the year ended December 31, 2020.2023, showing a loss of USD (72,710,490).
The 20202023 consolidated statutory financial statements may be found in the Annual Reports and General MeetingMeetings section of our website at https://www.dbv-technologies.com/investor-relations/financial-information/annual-reports/.. Proposal No. 3 In accordance with French Law, our Board is required to present the proposed allocation of income for financial year ended December 31, 2020 to the shareholders at the General Meeting. The Board of Directors proposes an ordinary resolution to fully allocate the whole of the loss for the financial year ended December 31, 2020,2023, totaling €(139,397,433.28)€ (61,327,401), to the “losses brought forward” line, which would consequently change fromresult in a negative balance of €(556,177,697.08) to a negative balance of €(696,575,130.36)€ (61,327,401).
No distribution of dividends or income has occurred in the past three financial years. Proposal No. 4 The Board proposes to charge the whole of the retained earnings account for the financial year ended December 31, 2020,2023, totaling €(695,575,130.36)€ (61,327,401), to the “share premium” account, which would consequently change from a credit balance of €860,890,979.55€ 96,522,835.45 to a credit balance of €165,315,849.19.€35,195,434.45. The retained earnings account would be completely cleared. For the full text of Proposal Nos. 1 to 4, please see Annex A. Vote Required ProposalProposals Nos. 1 to 4 require the affirmative vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. The votes cast will not include those attached to shares for which the shareholdershareholders did not participate in the vote, abstained or voted blank or void. Abstentions will not be counted as votes cast and will have no effect on the outcome of the votes.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE PROPOSALPROPOSALS NOS. 1 TO 4 52
PROPOSAL NO. 55: STATUTORY AUDITORS’ SPECIAL REPORT ON REGULATED AGREEMENTS AND ACKNOWLEDGMENT OF THE ABSENCE OF THE NEW REGULATED AGREEMENTS In accordance with French law, ourThe Board is requiredproposes to present toapprove the Annual General Meeting the annualstatutory auditors’ report of our statutory auditors on new related party transactions entered into either during the last financial year or at the beginning of the current financial year, it being specifiedspecifying that no new agreements referred to in Article L. 225-38 of the French Commercial Code were entered into in 2020 and early 2021. By approving Proposal No. 5, shareholders will acknowledge that there were no related person transactions within the meaning of Articles L. 225-3 et seq. of the French Commercial Code entered into during 2020.2023.
For the full text of Proposal No. 5, please see Annex A. Vote Required Proposal No. 5 requires the affirmative vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. The votes cast will not include those attached to shares for which the shareholdershareholders did not participate in the vote, abstained or voted blank or void. Abstentions will not be counted as votes cast and will have no effect on the outcome of the votes. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 5. PROPOSAL 5.
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PROPOSALPROPOSALS NOS. 6 TO 109:
RENEWAL OF TERMMS. ADORA NDU AS DIRECTOR, RENEWAL OF MS. JULIE O’NEILL AS DIRECTOR, RENREWAL OF MS. DANIELE GUYOT-CAPARROS AS DIRECTOR, RENEWAL OF TERM OF VIVIANE MONGES, APPOINTMENT OF ADORA NDU, APPOINTMENT OFMR. RAVI M. RAO AND RATIFICATION OF PROVISIONAL APPOINTMENT OF TIMOTHY E. MORRIS AS DIRECTORS Proposal 6 The Board proposes to renew the term as Director of Ms. Adora Ndu. Ms. Adora Ndu is currently a member of our Board and has been nominated for re-election as director on the recommendation of the Nominating and Governance Committee. If re-elected, she will hold office from the date of her re-election for a period of three years, to expire at the end of the general meeting occurring in 2027, where she must retire by rotation and offer herself for re-election, or until her earlier death, resignation, or removal. Ms. Adora Ndu has agreed to serve if re-elected, and we have no reason to believe that she will be unable to serve. Ms. Adora Ndu’s biography is provided above under “Board of Directors and Corporate Governance—Board of Directors.” Proposal 7 The Board proposes to renew the term as Director of Ms. Julie O’Neill. Ms. Julie O’Neill is currently a member of our Board and has been nominated for re-election as director on the recommendation of the Nominating and Governance Committee. If re-elected, she will hold office from the date of her re-election for a period of three years, to expire at the end of the general meeting occurring in 2027, where she must retire by rotation and offer herself for re-election, or until her earlier death, resignation, or removal. Ms. Julie O’Neill has agreed to serve if re-elected, and we have no reason to believe that she will be unable to serve. Ms. Julie O’Neill’s biography is provided above under “Board of Directors and Corporate Governance—Board of Directors.” Proposal 8 The Board proposes to renew the term as Director of Ms. Danièle Guyot-Caparros. Ms. Danièle Guyot-Caparros is currently a member of our Board and has been nominated for re-election as director. If re-elected, she will hold office from the date of her re-election for a period of three years, to expire at the end of General Meetingthe general meeting occurring in 2024,2027, where she must retire by rotation and offer herself for re-election, or until her earlier death, resignation, or removal. Ms. O’NeillDanièle Guyot-Caparros has agreed to serve if re-elected, and we have no reason to believe that she will be unable to serve. Ms. O’Neill’sDanièle Guyot-Caparros’s biography is provided above under “Board of Directors and Corporate Governance – Governance—Board of Directors.” Proposal 79 Ms. Viviane MongesThe Board proposes to renew the term as Director of Mr. Ravi M.Rao.
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Mr. Ravi M. Rao is currently a member of our Board and has been nominated for re-election as director. If re-elected, shehe will hold office from the date of herhis re-election for a period of three years, to expire at the end of General Meetingthe general meeting occurring in 2024,2027, where shehe must retire by rotation and offer herselfhimself for re-election, or until herhis earlier death, resignation, or removal. Ms. MongesMr. Ravi M. Rao has agreed to serve if re-elected, and we have no reason to believe that she will be unable to serve. Ms. Monges’ biography is provided above under “Board of Directors and Corporate Governance – Board of Directors.”
Proposal 8
If appointed, Mrs. Ndu will hold office from the date of her appointment for a period of three years, to expire at the end of General Meeting occurring in 2024 where she must retire by rotation and offer herself for re-election, or until her earlier death, resignation, or removal. Mrs. Ndu has agreed to serve if elected, and we have no reason to believe that she will be unable to serve.
Ms. Ndu’s biography is provided above under “Board of Directors and Corporate Governance – Board of Directors.”
Proposal 9
If appointed, Mr. Rao will hold office from the date of his appointment for a period of three years, to expire at the end of General Meeting occurring in 2024, where he must retire by rotation and offer himself for re-election, or until her earlier death, resignation, or removal. Mr. Rao has agreed to serve if elected, and we have no reason to believe that he will be unable to serve.
Mr. Ravi M. Rao’s biography is provided above under “Board of Directors and Corporate Governance – Board of Directors.” Proposal 10
Mr. Morris was provisionally appointed to the Board to replace Mrs. Claire Giraut following her resignation. If his provisional appointment is ratified, Mr. Rao will hold office until the expiration of the term of appointment of his predecessor, namely, until the annual meeting of shareholders to be held in 2022.
Mr. Morris’s biography is provided above under “Board of Directors and Corporate Governance – Governance—Board of Directors.”
For the full text of ProposalProposals Nos. 6 to 10,9, please see Annex A. Vote Required ProposalProposals Nos. 6 to 10 require the affirmative vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. Under French law, this means that the votes cast “FOR” a nominee must exceed the aggregate of the votes cast “AGAINST” that nominee, and the votes cast “FOR” a resolution must exceed the aggregate of the votes cast “AGAINST” that resolution. The votes cast will not include those attached to shares for which the shareholder did not participate in the vote, abstained or voted blank or void. Abstentions will not be counted as votes cast and will have no effect on the outcome of the votes.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
EACH OF THE PROPOSAL NOS. 6 TO 10
PROPOSAL NOS. 11 TO 13:
DETERMINATION OF THE ANNUAL FIXED AMOUNT TO BE ALLOCATED TO THE MEMBERS OF THE BOARD OF DIRECTORS, APPROVAL OF THE COMPENSATION POLICY FOR THE CHAIRMAN OF THE BOARD OF DIRECTORS AND FOR THE DIRECTORS AND APPROVAL OF THE COMPENSATION POLICY FOR THE CHIEF EXECUTIVE OFFICER AND/OR ANY OTHER EXECUTIVE CORPORATE OFFICER
Proposal 11
In accordance with French law, our Board is required to present to shareholders the proposed compensation to be allocated to the Board of Directors for their approval at the General Meeting. The Board proposes an increase in the total annual amount of the Board members’ fees to be allocated to the Board of Directors from €600,000 to €800,000 for the current financial year and for future financial years until otherwise decided by a new General Meeting.
As a global company listed on both Euronext Paris and the Nasdaq Global Market, it is critical that our compensation program attract global talent. This proposal is intended to modify our non-employee director compensation program to better align such program with U.S. director compensation programs based on a market assessment conducted by our independent compensation consultant, including to enable us to award directors with long-term equity incentive compensation intended to motivate and reward our non-employee directors for long-term company performance and better align our non-employee directors’ interests with shareholder interests and long-term shareholder value. In addition, this proposal would enable us to increase annual cash compensation to our non-employee directors.
We believe that this resolution is in shareholders’ best interest by allowing us to diversify and enrich our Board to provide appropriate governance and inform strategy.
Proposal 12
In accordance with Article L. 22-10-8 of the French Commercial Code, our Board is required to present to shareholders the proposed compensation policy to be allocated to the Chairman of the Board of Directors for their approval at the General Meeting.
For reference, an English translation of our proposed compensation policy is set forth in Annex B.
Proposal 13
In accordance with Article L. 22-10-8 of the French Commercial Code, our Board is required to present to shareholders the proposed compensation policy to be allocated to the Chief Executive Officer and any other executive corporate officer for their approval at the General Meeting.
For reference, an English translation of our proposed compensation policy is set forth in Annex B.
For the full text of Proposal Nos. 11 to 13, please see Annex A.
Vote Required
Proposal Nos. 11 to 139 require the affirmative vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. The votes cast will not include those attached to shares for which the shareholdershareholders did not participate in the vote, abstained or voted blank or void. Abstentions will not be counted as votes cast and will have no effect on the outcome of the votes.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE PROPOSALPROPOSALS NOS. 116 TO 139 55
PROPOSAL NO. 14:10: ADVISORY OPINIONAPPROVAL OF THE INFORMATION SET OUT IN SECTION I OF THE ARTICLE L.22-10-9 OF THE FRENCH COMMERCIAL CODE ON THE COMPENSATION OF NAMED EXECUTIVECORPORATE OFFICERS OTHER THANFOR THE CHIEF EXECUTIVE OFFICERYEAR 2023
In accordance with the requirements of Section 14AArticle L.22-10-34 of the Exchange Act, we are includingFrench Commercial Code, our Board is required to present to shareholders the information referred to in this proxy statement a resolution, subject to shareholder vote, to approve, on a non-binding advisory basis, the compensation of our named executive officers other than the Chief Executive Officer (as disclosed under “Executive Compensation” and the tables that follow). Shareholder approvalArticle L.22-10-9 I of the compensationFrench Commercial Code mentioned in the corporate governance report included in the 2023 universal registration document. For a description of our Chief Executive Officer is required as a mattersuch information referred to in I of French law and is addressed by Proposal No. 13. We believe that our compensation programs for our named executive officers have been effective at promoting the achievement of positive results, appropriately aligning pay and performance and enabling us to attract and retain very talented executives within our industry, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking.
We are asking our shareholders to indicate their support for the compensation of our named executive officers as described in this proxy statement. This resolution, commonly known as a “say-on-pay” proposal, gives you as a shareholder the opportunity to express your views on our 2020 compensation for our named executive officers. This vote is not intended to address any specific item of compensation; rather, the vote relates to the overall compensation of our named executive officers as described in this proxy statement in accordance with the compensation disclosure rulesarticle L.22-10-9 of the SEC.
Although this is an advisory vote which will not be binding on our compensation committee or board of directors, our compensation committeeFrench Commercial Code, please refer to Annex C, Part 1 and board of directors will carefully review the results of the shareholder vote. Our compensation committee and board of directors will consider potential shareholders’ concerns and take them into account in future determinations concerning compensation of our named executive officers. Our board of directors therefore recommends that you indicate your support for the compensation of our named executive officers in 2019 as outlined in this proxy statement, by voting “FOR” Resolution 14.Part 2.
For the full text of Resolution 14,Proposal No. 10, please see Annex A. Vote Required Proposal No. 1410 requires the affirmative vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. The votes cast will not include those attached to shares for which the shareholdershareholders did not participate in the vote, abstained or voted blank or void. Abstentions will not be counted as votes cast and will have no effect on the outcome of the votes. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 1410. 56 PROPOSAL NOS. 15 TO 17:
ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION
The Dodd-Frank Act and Section 14A of the Exchange Act also enable our shareholders to indicate their preference at least once every six years regarding how frequently we should solicit an advisory vote on the compensation of our named executive officers as disclosed in our proxy statement. Accordingly, we are asking our shareholders to indicate whether they would prefer an advisory vote every one, two or three years. Alternatively, shareholders may abstain from casting a vote.
To comply with this requirement and the limitations of French law, which permits shareholders to only vote “FOR,” “AGAINST” or “ABSTAIN” on any particular matter, we are presenting three non-binding resolutions asking our shareholders whether they prefer to cast future advisory votes on our Named Executive Officers’ compensation every year, once every two years, or once every three years, respectively. Shareholders have the option to vote “FOR,” “AGAINST” or abstain on each of the three resolutions.
Our board of directors recommends that future advisory votes to approve the compensation of our named executive officers take place every year. After careful consideration, the board of directors has determined that an advisory vote to approve executive compensation that occurs annually is the most appropriate alternative for the Company, as it will allow shareholders to provide us with regular, direct input on our compensation philosophy, policies and practices as disclosed in the proxy statement every year. Additionally, an annual advisory vote to approve executive compensation is consistent with our policy of seeking input from, and engaging in discussions with, our shareholders on corporate governance matters and our executive compensation philosophy, policies and practices. We will continue to engage with our shareholders regarding our executive pay programs between shareholder advisory votes as part of our governance process.
The Company recognizes that shareholders may have different views as to the best approach for the Company and, therefore, the Company and our board of directors encourage shareholders to express their preferences as to the appropriate frequency of the advisory vote to approve our named executive officers’ compensation by voting “FOR” one (and only one) of Proposal Nos. 15 through 17 and voting “AGAINST” the remaining two such proposals.
Vote Required
The board of directors and the compensation committee will take into account the outcome of the vote on Proposal Nos. 15 through 17 when determining how often we will ask our shareholders to submit an advisory vote to approve our named executive officers’ compensation. If a majority of the votes cast are in favor of more than one of Proposal Nos. 15 through 17 or if all three such resolutions fail to receive a majority of the votes cast, the Company will consider the resolution with the highest percentage of “FOR” votes to be the recommendation of the shareholders.
For the full text of Proposal Nos. 15 to 17, please see Annex A.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
PROPOSAL 15 AND “AGAINST” PROPOSAL NOS. 16 AND 17.
PROPOSAL NO. 18: APPROVAL OF THE INFORMATION SET OUT IN SECTION I OF THE ARTICLE L.22-10-9 OF THE FRENCH COMMERCIAL CODE
In accordance with Article L.22-10-34 of the French Commercial Code, our Board is required to present to shareholders the information referred to in I of article L.22-10-9 of the French Commercial Code mentioned in the corporate governance report included in the 2020 universal registration document filed with the AMF on March 17, 2021 .
For a description of such information referred to in I of article L.22-10-9 of the French Commercial Code, please refer to Annex C, Part 1 and Part 2.
For the full text of Proposal No. 18, please see Annex A.
Vote Required
Proposal No. 18 requires the affirmative vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. The votes cast will not include those attached to shares for which the shareholder did not participate in the vote, abstained or voted blank or void. Abstentions will not be counted as votes cast and will have no effect on the outcome of the votes.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
PROPOSAL 18.
PROPOSAL NO. 19:11
APPROVAL OF THE FIXED, VARIABLE AND NON-RECURRING COMPONENTS OF OVERALL COMPENSATION AND BENEFITS OF ALL TYPES PAID OR ASSIGNED DURING THE YEAR ENDED DECEMBER 31, 2023, TO MICHEL DE ROSEN, CHAIRMAN OF THE BOARD OF DIRECTORS In accordance with Article L. 22-10-34 II of the French Commercial Code, our Board is required to present to shareholders the fixed, variable and non-recurring components of overall compensation and benefits of all types paid or assigned during the year ended to Michel de Rosen, Chairman of the Board of Directors. FOR A DESCRIPTION OF SUCH INFORMATION RELATING TO MICHEL DE ROSEN, PLEASE REFER TO ANNEXFor a description of such information relating to Michel de Rosen, please refer to Annex C, PARTPart 2.
For the full text of Proposal No. 19,11, please see Annex A. Vote Required Proposal No. 1911 requires the affirmative vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. The votes cast will not include those attached to shares for which the shareholdershareholders did not participate in the vote, abstained or voted blank or void. Abstentions will not be counted as votes cast and will have no effect on the outcome of the votes. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 11. PROPOSAL 19.
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PROPOSAL NO. 20:NO 12: APPROVAL OF THE FIXED, VARIABLE AND NON-RECURRING COMPONENTS OF OVERALL COMPENSATION AND BENEFITS OF ALL TYPES PAID OR ASSIGNED DURING THE YEAR ENDED DECEMBER 31, 2023 TO DANIEL TASSÉ, CHIEF EXECUTIVE OFFICER In accordance with Article L. 22-10-34 II of the French Commercial Code, our Board is required to present to shareholders the fixed, variable and non-recurring components of overall compensation and benefits of all types paid or assigned during the year ended to Daniel Tassé, Chief Executive Officer. For a description of such information relating to Daniel Tassé, please refer to Annex C, Part 2. For the full text of Proposal No. 20,12, please see Annex A. Vote Required Proposal No. 2012 requires the affirmative vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. The votes cast will not include those attached to shares for which the shareholdershareholders did not participate in the vote, abstained or voted blank or void. Abstentions will not be counted as votes cast and will have no effect on the outcome of the votes. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 12. PROPOSAL 20.
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PROPOSAL NO. 21:13 APPROVALADVISORY OPINION ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS OTHER THAN THE FIXED, VARIABLE AND NON-RECURRING COMPONENTS OF OVERALL COMPENSATION AND BENEFITS OF ALL TYPES PAID OR ASSIGNED DURING THE YEAR ENDED TO CATHERINE THÉRÉNÉ, DEPUTY CHIEF EXECUTIVE OFFICER
In accordance with Article L. 22-10-34 IIthe requirements of Section 14A of the French Commercial Code,Exchange Act, we are including in this proxy statement a proposal, subject to shareholder vote, to approve, on a non-binding advisory basis, the compensation of our Boardnamed executive officers other than the Chief Executive Officer (as disclosed under “Executive Compensation” and the tables that follow). Shareholder approval of the compensation of our Chief Executive Officer is required as a matter of French law and is addressed by Proposal No. 16. We believe that our compensation programs for our named executive officers have been effective at promoting the achievement of positive results, appropriately aligning pay and performance and enabling us to presentattract and retain very talented executives within our industry, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking. We are asking our shareholders to shareholdersindicate their support for the fixed, variable andcompensation of our named executive officers as described in this proxy statement. This proposal, commonly known as a non-recurring“say-on-pay” componentsproposal, gives you as a shareholder the opportunity to express your views on our 2023 compensation for our named executive officers. This vote is not intended to address any specific item of compensation; rather, the vote relates to the overall compensation of our named executive officers as described in this proxy statement in accordance with the compensation disclosure rules of the SEC. Although this is an advisory vote which will not be binding on our Compensation Committee or Board of Directors, our Compensation Committee and benefitsBoard of all types paid or assigned duringDirectors will carefully review the year ended to Marie-Catherine Théréné, Deputy Chief Executive Officer. For a descriptionresults of such information relating to Marie-Catherine Théréné, please refer to Annex C, Part 2.the shareholder vote. Our Compensation Committee and Board of Directors will consider potential shareholders’ concerns and take them into account in future determinations concerning compensation of our named executive officers. Our Board of Directors therefore recommends that you indicate your support for the compensation of our named executive officers in 2024 as outlined in this proxy statement, by voting “FOR” Proposal No. 13.
For the full text of Proposal No. 21,13, please see Annex A. Vote Required Proposal No. 2113 requires the affirmative vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. The votes cast will not include those attached to shares for which the shareholdershareholders did not participate in the vote, abstained or voted blank or void. Abstentions will not be counted as votes cast and will have no effect on the outcome of the votes. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 13 PROPOSAL 21.
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PROPOSALS NOS. 14 TO 16: APPROVAL OF THE COMPENSATION POLICY FOR THE CHAIRMAN OF THE BOARD OF DIRECTORS FOR THE YEAR ENDING DECEMBER 31, 2024 APPROVAL OF THE COMPENSATION POLICY FOR THE DIRECTORS FOR THE YEAR ENDING DECEMBER 31, 2024 APPROVAL OF THE COMPENSATION POLICY FOR THE CHIEF EXECUTIVE OFFICER FOR THE YEAR ENDING DECEMBER 31, 2024 Proposal 14 In accordance with Article L. 22-10-8 of the French Commercial Code, our Board is required to present to shareholders the proposed compensation policy to be allocated to the Chairman of the Board of Directors for their approval at the Annual General Meeting. For reference, an English translation of our proposed compensation policy is set forth in Annex B. Proposal 15 In accordance with Article L. 22-10-8 of the French Commercial Code, our Board is required to present to shareholders the proposed compensation policy to be allocated to the Directors for their approval at the Annual General Meeting. For reference, an English translation of our proposed compensation policy is set forth in Annex B. Proposal 16 In accordance with Article L. 22-10-8 of the French Commercial Code, our Board is required to present to shareholders the proposed compensation policy to be allocated to the Chief Executive Officer for their approval at the Annual General Meeting. For reference, an English translation of our proposed compensation policy is set forth in Annex B. For the full text of Proposal Nos. 14 to 16, please see Annex A. Vote Required Proposals Nos. 14 to 16 require the affirmative vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. The votes cast will not include those attached to shares for which the shareholders did not participate in the vote, abstained or voted blank or void. Abstentions will not be counted as votes cast and will have no effect on the outcome of the votes. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE PROPOSALS NOS. 14 TO 16 60
PROPOSAL NO. 2217: AUTHORIZATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO BUY BACK COMPANY SHARES ON THE COMPANY’S BEHALF PURSUANT TO ARTICLE L.22-10-62 OF THE FRENCH COMMERCIAL CODE Pursuant to the following resolution, shareholders are asked to approve a delegation of authority to buy back the Company’s shares to use as acquisition consideration and/or to underlie incentive instruments granted to the employees and executive officers of the Company and its subsidiaries. The Board proposes the shareholders authorize it, for a period of eighteen18 months, pursuant to Articles L. 225-209 et seq. of the French Commercial Code, to buy back, on one or more occasions and at the times of its choosing, company shares up to the limit of 5% of the number of shares comprising the share capital at the date of purchase, adjusted, if necessary, to take into account any increase or reduction in capital that may have taken place during the course of the program. If approved, this authorization would cancel the authorization granted to the Board of Directors under the twenty-first ordinary resolution of the General Meeting of April 20, 2020.
The shares may be bought back in order to: support the secondary market for or the liquidity of the Company’s shares through a liquidity agreement with an investment service provider, in accordance with the standard practice accepted by the regulations, in which context, the number of shares taken into account for the calculation of the aforementioned limit corresponds to the number of shares purchased, after deduction of the number of shares resold; hold the purchased shares and ultimately return them for future exchange or as payment under external growth transactions;
provide coverage to meet obligations arising from stock option plans and/or free share allocation plans (or similar plans) for the group’s employees and/or corporate officers, as well as all share allocations arising under company or group employee savings plans (or similar plans), employee profit-sharing plans and/or any other form of share allocation arrangement for the group’s employees and/or corporate officers; hedge the securities giving access to the company’s shares, pursuant to current regulations; hold the purchased shares and ultimately return them for future exchange or as payment under external growth transactions; where applicable, cancel all or part of the shares acquired, subject toacquired; or more generally, operate for any purpose that may be authorized by law or any market practice that may be permitted by the authorization granted undermarket authorities, it being specified that, in such a case, the nineteenth resolutionCompany would inform its shareholders by way of this General Meeting .a press release. The acquisition, sale, exchange or transfer of these shares may be executed by any means, including through the purchase of share blocks, at the time deemed appropriate by the Board of Directors. The Board may not, without the prior authorization of the Shareholders’ Meeting,shareholders’ meeting, use this authorization during a public offer period initiated by a third party for the shares of the Company until the end of the offer period. The companyCompany does not intend to use options or derivatives. The maximum purchase price is set at €100€25 per share (excluding charges). In the event of a capital transaction, in particular a stock split or reverse split, or the allocation of free shares to shareholders, the abovementioned amount will be adjusted in the same proportions (multiplier coefficient equal to the ratio between the number of shares comprising the capital before the transaction and the number of shares after the transaction). The maximum transaction amountoverall ceiling is set at €150,000,000 (excluding charges).€240,000,000. 61
The Annual General Meeting hereby authorizes the Board of Directors to carry out these transactions, set the terms and methods thereof, finalize all agreements and complete all formalities when necessary. If approved, this authorization would cancel the authorization granted to the Board of Directors under the eighteenth ordinary resolution of the General Meeting of April 12, 2023. For the full text of Proposal No. 22,17, please see Annex A. Vote Required Proposal No. 2217 requires the affirmative vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. The votes cast will not include those attached to shares for which the shareholdershareholders did not participate in the vote, abstained or voted blank or void. Abstentions will not be counted as votes cast and will have no effect on the outcome of the votes. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 22.NO. 17. 62
PROPOSAL NO. 23:18: AUTHORIZATIONDELEGATION TO BE GRANTED TO THE BOARD OF DIRECTORS FOR THE COMPANY TO CANCEL THE SHARES BOUGHT BACK PURSUANT TO ARTICLE L. 22-10-62L.22-10-62 OF THE FRENCH COMMERCIAL CODE SUSPENSION DURING A PUBLIC OFFERING PERIOD
The shareholders are asked to grant all powers to the boardBoard of directorsDirectors for the purpose of canceling, on one or more occasions, all or part of the Company shares acquired as a result of the share repurchases authorized by the shareholders pursuant to Resolution 22.Proposal No. 18. The shares to be canceled pursuant to this authorization shall not exceed 5%10% of our share capital in any 24-month period. The Board proposes the shareholders authorize the Board of Directors to, for a period of eighteen18 months, pursuant to Article L. 22-10-62 of the French Commercial Code: cancel, at its discretion, on one or more occasions, up to 5%10% of the capital calculated on the date of the decision to cancel, less any shares canceled during the last 24 months, shares the company holds or may hold following buy-backs performed pursuant to Article L. 22-10-62 of the French Commercial Code and to reduce the share capital accordingly in compliance with legal and regulatory provisions in force;and carry out all necessary operations to perform such cancellations and the resulting reductions of the share capital, accordingly amending the company’s Bylaws and fulfilling all formalities required. If approved, this authorization would cancel the authorization granted to the Board of Directors under the eighteenth ordinary resolution of the General Meeting of April 12, 2023. For the full text of Proposal No. 23,18, please see Annex A. Vote Required Proposal No. 2318 requires the affirmative vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. The votes cast will not include those attached to shares for which the shareholdershareholders did not participate in the vote, abstained or voted blank or void. Abstentions will not be counted as votes cast and will have no effect on the outcome of the votes. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 23.NO. 18. 63
PROPOSAL NO. 19: REVERSE SPLIT OF THE COMPANY’S SHARES BY ALLOCATION OF ONE NEW SHARE WITH A PAR VALUE OF €1 FOR TEN (10) EXISTING SHARES WITH A PAR VALUE OF €0.10 EACH AND DELEGATION OF POWERS TO THE BOARD OF DIRECTORS FOR THE PURPOSE OF IMPLEMENTING THE REVERSE SPLIT The shareholders are asked to carry out a reverse split of the ordinary shares comprising the Company’s share capital so that ten (10) ordinary shares with a par value of €0.10 each (the “Existing Shares”) shall be exchanged for one (1) new share with a par value of €1.00 (the “New Shares”). The reverse split operations would commence, at the earliest, upon expiry of a period of fifteen (15) days from the date of publication, by the Company, of a notice. The exchange period during which the shareholders would have to purchase and sell the Existing Shares required to effect the reverse split would be of a maximum duration of thirty (30) days from the start of the reverse split operations, the date of which would be set in the notice of reverse split published by the Company. Shareholders who own an isolated number of Existing Shares or a number of Existing Shares that is less than the number required for the reverse split would be obliged to carry out the necessary purchases or sales of Existing Shares for the reverse split within a period of thirty (30) days from the start of the reverse split operation. At the end of the exchange period, the New Shares that could not be allocated individually and corresponding to fractional rights would be sold, and the proceeds of this sale would be allocated in proportion to the fractional rights of each rights holder, in accordance with French law. The New Shares resulting from the reverse split would have the same characteristics and grant the same rights as the Existing Shares they replace. At the end of the reverse split period, the non-consolidated Existing Shares would lose their voting rights and would no longer be included in the calculation of the quorum and their rights to future dividends would be suspended. The Board proposes the shareholders grant all powers to the Board of Directors, for a period of twelve (12) months from the date of this General Meeting, with the power to sub-delegate, to implement the reverse split. For the full text of Proposal No. 19, please see Annex A. Vote Required Proposal No. 19 requires the affirmative vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. The votes cast will not include those attached to shares for which the shareholders did not participate in the vote, abstained or voted blank or void. Abstentions will not be counted as votes cast and will have no effect on the outcome of the votes. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 19. 64
PROPOSALS 24-29:NOS. 20 TO 31: FINANCIAL AUTHORIZATIONS We are a biotechclinical-stage specialty biopharmaceutical company focused on changing the field of immunotherapy by developing our novel Viaskin technology platform. Developing, seeking regulatory approval of, and commercializing product candidates requires significant resources. We expect expenses associated with modest revenues, from a development partnership with Nestlédeveloping and research and development credits from the French government. Drug development and product launches are expensive, and biotech companies need continued access to capital to fund product development. More capital will likely be required to bringseeking regulatory approval for Viaskin Peanut to approvalincrease. We also anticipate significant resource needs when establishing relevant infrastructure to support supply, launch and to fund other research and development programs until we achieve profitability and can self-fund our future development.commercialization of Viaskin Peanut. As our capital needs evolve, we need the ability to access capital through the various means and tools that are available, tools that are constantly created, evolving or changing. Moreover, our company requires flexibility to secure capital while minimizing risk or dilution for our shareholders given the dynamic, complex and risky nature of drug development. We may also need to secure capital to accelerate development of a promising new product candidate, to expand the geographical reach of our commercialization, or to pursue a promising business development opportunity. That is why
A range of financing options are available in the marketplace, and we askwish to be able to pursue the most appropriate financing for an applicable discount of up to 15% and a total ceiling set at 65% dilution.our company We understand the need to be good stewards of our investors’ money and will continue to seek financing with a reasonable risk profile and attention to investor dilution. A range of financing options are available in the marketplace and we wish to be able to pursue the most appropriate financing for our company. We also need to have resolutions that ensure consistency between U.S. (SEC) and French (AMF) market practices and regulatory standards. That is why we ask for: | • | | an applicable discount of up to 15% for the delegation of authority to increase the share capital with cancellation of subscription rights in favor of categories of persons meeting specified characteristics (24th resolution) |
| • | | the delegation of authority to increase the share capital with cancellation of subscription rights in favor of categories of persons meeting specified characteristics within the framework of an equity financing agreement on the United States stock market known as “At-The-Market” or “ATM Program” (25th resolution) |
a total ceiling set at 300% dilution. We are therefore seeking approval at the Annual General Meeting of the following resolutions that would allow raising capital even in adverse situations, to best ensure the continuity of our operations. These resolutions will be suspended in case of a hostile takeover attempt. Resolutions 24 to 29 seek the delegation of financial authorizations. The goal of these resolutions is to allow us to swiftly raise the funds and have the financial flexibility necessary to enable us to execute our strategic objectives, including, but not limited to, with respect to external growth.
Unlike most companies incorporated under U.S. state law, which traditionally have a specified amount of authorized shares available for issuance with limited restriction on the purpose of such issuance, in accordance with French law, in order for our boardBoard of directorsDirectors to increase our share capital, it must have a specific delegation of authority authorizing it to increase the share capital for each specific purpose. At the 2020 Annual General Meeting on April 20, 2020, the shareholders approved certain financial authorizations. Re-approving our board of directors’ financial authorizations will allow the Company to maintain equal footing with U.S. companies and to increase our financial flexibility by quickly raising capital and taking advantage of potential business opportunities. Although always important, we believe this flexibility is particularly necessary in light of the current worldwide economic challenges driven by the COVID-19 pandemic.
As a result, we are seeking approval at the Annual General Meeting of the following financial resolution from Resolution 24 to Resolution 29.
In addition, at the Annual General Meeting, shareholders are being asked to approve the maximum global nominal amount of the share capital increases which may be completed pursuant to Resolutions 25, 26, 28 and 31 as well as Resolution 28 of the 2020 Annual General Meeting, as well as the maximum global nominal amount of the debt securities that may be issued pursuant to the delegations granted in Resolutions 25, 26, 28 and 31.
The proposed financial authorizations would provide our boardBoard of directorsDirectors with additional flexibility to respond quickly to changes in market conditions and thereby be able to obtain financing under the best possible conditions. The financial delegations of authority presented for your approval at the 2024 Annual General Meeting are subject to the following important limitations: the aggregatemaximum global nominal amount of the share capital increases which may be completed pursuant to ResolutionResolutions 21, 22, 24, 25, 26, 27 and 29 cannot exceed 40%EUR 28,929,000, i.e. approximately 300% of our share capital on the date of the decision to increase the share capital by the Board of Directors, it being provided that Resolution 24 aims at raising capital by calling on the Company’s shareholders; the aggregate amount of share capital increases pursuant to Resolution 25 cannot exceed 30% of our share capital on the date of the decision to increase the share capital by the Board of Directors;
the aggregate amount of share capital increases pursuant to Resolution 26 cannot exceed 20% of our share capital on the date of the decision to increase the share capital by the Board of Directors;
the aggregate amount of share capital increases pursuant to Resolution 28 cannot exceed 30% of our share capital on the date of the decision to increase the share capital by the Board of Directors;2024 Annual General Meeting;
any share capital increase pursuant to Resolution 29,26, which grants a customary over-allotment option for any issuance pursuant to Resolutions 20, 21, 22, 24 25, 26 and 28,25 would be at the same price as, and limited to a maximum of 15% of, the initial issuance; 65
the maximum global nominalaggregate amount of the share capital increases which may be completed pursuant to Resolutions 25, 26, 28 andResolution 31 as well as Resolution 28 of the 2020 Annual General Meeting 28 cannot exceed 65%EUR4,821,000, i.e. approximately 50% of theour share capital on the date of the 2024 Annual General Meeting ; and the global nominal amount of the debt securities that may be issued pursuant to the delegations granted in Resolutions 25, 26, 28 and 31 shall not exceed EUR 150,000,000.Meeting.
Our boardBoard of directorsDirectors will continue to use these authorizations in accordance with our corporate and strategic needs, and, in any case, does not intend to use these authorizations in the context of an unsolicited tender offer by a third party our shares. Under French law, in the case of issuance of additional shares or other securities for cash or set-off against cash debts, our existing shareholders have preferential subscription rights to these securities on a pro-rata basis, unless such rights are waived by a two-thirds majority of the votes held by the shareholders present at the extraordinary meeting deciding or authorizing the capital increase, represented by proxy or voting by mail. In case such rights are not waived by the extraordinary general meeting, each shareholder may individually either exercise, assign or not exercise its preferential rights. Such rights would be waived pursuant to all of resolutionsResolutions 21, 22, 24, 25, 26, 28,27 and 29, if approved, but not pursuant to Resolution 24.approved. Accordingly, the issuance of additional Ordinary Shares or other securities pursuant to such resolutions might, under certain circumstances, dilute the ownership and voting rights of shareholders. Vote Required Proposals Nos. 20 to 31 require the affirmative vote of a 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. The votes cast will not include those attached to shares for which the shareholders did not participate in the vote, abstained or voted blank or void. Abstentions will not be counted as votes cast and will have no effect on the outcome of the votes. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS NOS. 20 TO 31. 66
PROPOSAL NO. 24:20: DELEGATION OF POWERS TO BE GRANTED TO THE BOARD OF DIRECTORS TO ISSUE ORDINARY SHARES AND/OR EQUITY SECURITIES GIVING AS NECESSARY, ACCESS TO ORDINARY SHARESOTHER EQUITY SECURITIES OR TO THE ALLOCATION OF DEBT SECURITIES (OF THE COMPANY OR OF A GROUP COMPANY) AND/OR SECURITIES GIVING ACCESS TO ORDINARY SHARES (OF THE COMPANY OR OF A GROUP COMPANY) WITH PRE-EMPTIVE RIGHTS SUSPENSION DURING A PUBLIC OFFERING PERIOD The purpose of this delegation of authority is to enable the Company to obtain financing any time through the issuance of ordinary shares and any type of securities giving, by any means, immediately and/or in the future, access to ordinary shares, by calling on the Company’s shareholders. The Company’s shareholders will be awarded, under the applicable legal provision and in proportion to their ownership interest in the Company’s share capital, a preferential right to subscribedsubscribe for new shares or securities. This detachable and negotiable right will make it possible, if the holder does not wish to subscribe to the capital increase, to financially offset the dilution resulting from the non-subscription to the capital increase. The Company intends to use this delegation of authority to raise the funds and have the financial flexibility necessary to enable it to execute its strategic objectives, including, but not limited to, with respect to financing potential external growth. As a result of maintaining shareholders’ preferential rights, we believe that a share capital increase in amount not to exceed 40% of the capital existing on the date of the decision to increase the share capital by the Board will provide sufficient flexibility in pursuing our strategic objectives. In particular, the implementation of this authorization could provide us quick access to a source of financing and allow us to respond quickly to changes in market conditions. The share capital increases carried out pursuant to this authorization cannot exceed 40%EUR28,929,000 i.e. approximately 300% of the Company’sour share capital existing on the date of the decision to increase the share capital by the Board.2024 Annual General Meeting. In the case of issuances of debt securities, the nominal amount of any issuances will be limited to EUR 150,000,000.EUR200,000,000. The terms of the securities to be authorized, including dividend or interest rates, conversion prices, voting rights, redemption prices, maturity dates and similar matters would be determined by the board of directors. Any transaction where the Company sells such securities will be reviewed and approved by the board of directors at the time of issuance. In the case of issuances of debt securities, the nominal amount of any issuances will be limited to EUR 150,000,000.
This delegation of authority would be granted for a 26-month period. The Board of Directors shall be granted, within the limits set above, the powers required to set the terms for the issues and determine the issue price, and if applicable, record the execution of the resulting capital increases, amend the Bylaws accordingly, impute, as it sees fit, the costs of the capital increase to the amount of the related premiums and deduct the necessary sums from this amount to bring the statutory reserve to one tenth of the new share capital after each increase and more generally, perform all tasks required in similar matters. The Board cannot, unless authorized in advance by the General Meeting, make use of this delegation in a period public offering initiated by a third party targeting the securities of the Company until the end of the offering period. This delegation forsupersedes, as from the part not used,date hereof, the unused portion, if applicable, supersedes any and all relevant prior delegations.of the delegation of authority granted by the General Meeting of April 12, 2023, in its twentieth resolution. For the full text of Proposal No. 24,20, please see Annex A. Vote Required Proposal No. 2420 requires the affirmative vote of a 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. The votes cast will not include those attached to shares for which the shareholdershareholders did not participate in the vote, abstained or voted blank or void. Abstentions will not be counted as votes cast and will have no effect on the outcome of the votes. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 24.NO. 20. 67
PROPOSAL NO. 25:21: DELEGATION OF POWERS TO BE GRANTED TO THE BOARD OF DIRECTORS TO ISSUE ORDINARY SHARES AND/ OR EQUITY SECURITIES GIVING ACCESS AS THE CASE MAY BE, TO ORDINARY SHARESOTHER EQUITY SECURITIES OR TO THE ALLOCATION OF DEBT SECURITIES, (OF THE COMPANY OR A GROUP COMPANY), AND/OR SECURITIES GIVING ACCESS TO ORDINARY SHARES (OF THE COMPANY OR A GROUP COMPANY),EQUITY SECURITIES TO BE ISSUED, WITHOUT PRE-EMPTIVE RIGHTS, BY MEANS OF A PUBLIC OFFER (EXCLUDING THE OFFERS SET OUT IN SECTIONPARAGRAPH 1 OF ARTICLE L.411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE), AND/OR AS CONSIDERATION FOR SECURITIES IN THE CONTEXT OF A PUBLIC EXCHANGE OFFER SUSPENSION DURING A PUBLIC OFFERING PERIOD The boardBoard of directors is requesting the necessary authority to issue through a public offering ordinary shares and/or any type of securities giving access, by any means, immediately or in the future, to ordinary shares. Resolution 2521 is intended: To comply with the approach currently promoted by French regulatory authorities, pursuant to which, irrespective of whether a public offering is underwritten, this Resolution should be used to complete any such public offering because it is grounded on provisions of the French commerce code meant precisely for public offerings. In particular, if the end result of the planned transaction is a public offering of securities in France, Resolution 2521 should be approved in order to ensure that the French regulatory authorities would view the financial delegations being granted at the Annual General Meeting as sufficient for all potential market participants; and To allow for a direct public offering, without the involvement of underwriters. Any issuance pursuant to this delegation would be carried out without shareholders’ preferential subscription rights. However, shareholders could be granted a priority subscription period in accordance with applicable French law. Pursuant to the French Commercial Code, the issue price to be determined by the Board pursuant to this Resolution 2521 shall be at least equal to the weighted average of the prices of the last three trading sessions preceding the beginning of the public offering, possibly reduced by a maximum discount of 10%. The Company intends to use this delegation of authority to raise the funds and have the financial flexibility necessary to enable it to execute its strategic objectives. We do not intend to use it in the context of an unsolicited tender offer by a third party for DBV shares. As a result, we believe that a share capital increase in an amount not to exceed 30%EUR28,929,000, i.e. approximately 300% of the Company’s theour share capital on the date of the decision to increase the share capital by the Board,2024 Annual General Meeting, will provide us with sufficient flexibility in pursuing our strategic objectives. In particular, the implementation of this authorization could provide us quick access to sources of financing, in a similar manner to U.S. companies, and allow us to respond quickly to changes in market conditions. In the case of issuances of debt securities, the nominal amount of any issuances will be limited to EUR 150,000,000.EUR200,000,000. The amount of any debt securities issued will be subject to (and deducted from) the global limit of 150,000,000,200,000,000, and the amount of any share capital increase will be subject to the global limit of 65%EUR28,929,000, i.e. approximately 300% of theour share capital existing aton the date of the 2024 Annual General Meeting, in each case as approved pursuant to Resolution 32.30. This delegation of authority would be granted for a 26-month period. 68
The Board of Directors shall be granted, within the limits set above, the powers required to set the terms for the issue(s),issues and determine the issue price, and if applicable, record the execution of the resulting capital increases, proceed to amend the by-lawsBylaws accordingly, levy,impute, as it sees fit, the costs of the capital increase onto the amount of the related premiums and deduct the necessary sums from this amount to bring the statutory reserve to one-tenthone tenth of the new share capital after each increase and more generally, perform all tasks required in similar matters. The Board cannot, unless authorized in advance by the General Meeting, make use of this delegation in a period public offering initiated by a third party targeting the securities of the Company until the end of the offering period. This delegation forsupersedes, as from the part not used,date hereof, the unused portion, if applicable, supersedes any, and all relevant prior delegations.of the delegation of authority granted by the General Meeting of April 12, 2023, in its twenty-first resolution. For the full text of Proposal No. 25,21, please see Annex A. Vote Required Proposal No. 2521 requires the affirmative vote of a 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. The votes cast will not include those attached to shares for which the shareholdershareholders did not participate in the vote, abstained or voted blank or void. Abstentions will not be counted as votes cast and will have no effect on the outcome of the votes. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 25.NO. 21. 69
PROPOSAL NO. 26:22: DELEGATION OF POWERS TO BE GRANTED TO THE BOARD OF DIRECTORS TO ISSUE ORDINARY SHARES AND/OR EQUITY SECURITIES GIVING ACCESS, AS THE CASE MAY BE, TO ORDINARY SHARESEQUITY SECURITIES OR TO THE ALLOCATION OF DEBT SECURITIES (OF THE COMPANY OR A GROUP COMPANY), AND/OR SECURITIES GIVING ACCESS TO ORDINARY SHARES (OF THE COMPANY OR A GROUP COMPANY), WITHOUT PRE-EMPTIVE RIGHTS, BY MEANS OF A PUBLIC OFFER REFERRED TO IN PARAGRAPH 1 OF ARTICLE L.411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE SUSPENSION DURING A PUBLIC OFFERING PERIOD The goal of this delegation of authority is to allow the Company to issue ordinary shares and any type of securities giving access, by any means, immediately and/or in the future, to ordinary shares, in one or more private placements to qualified investors or to a limited circle or investors (less than 150) as described in paragraph 1° of Article L. 411-2 of the French Monetary and Financial Code. Furthermore, the terms of this Resolution 2622 set important limits on the amount of potential dilution. While our stock may vary, we believe that a share capital increase in an amount not to exceed EUR28,929,000 and not to exceed the limit determined by applicable laws and regulations at the time of the implementation of this delegation (on an indicative basis, currently 20% of the Company’s the share capital on the date of the decision to increase the share capital by the Board (as such cap is provided under French laws)per year), which would be subject to and deducted from the global limit provided in Resolution 32,30, will provide us with sufficient flexibility in pursuing our plan. In the case of issuances of debt securities, the nominal amount of any issuances will be limited to EUR 150,000,000.EUR200,000,000. The amount of any securities issued under Resolution 2622 will be subject to (and deducted from) the global limits pursuant to Resolution 32.30. Pursuant to the French Commercial Code, the issue price to be determined by the Board under this Resolution 2622 shall be at least equal to the weighted average of the prices of the last three trading sessions preceding the beginning of the private placement, possibly reduced by a maximum discount of 10%. This delegation of authority would be granted for a 26-month period. The Board of Directors shall be granted, within the limits set above, the powers required to set the terms for the issue(s),issues and determine the issue price, and if applicable, record the execution of the resulting capital increases, amend the by-lawsBylaws accordingly, charge,impute, as it sees fit, the costs of the capital increase againstto the amount of the related premiums and deduct the necessary sums from this amount to bring the statutory reserve to one tenth of the new share capital after each increase and more generally, perform all tasks required in this regard.similar matters. The Board cannot, unless authorized in advance by the General Meeting, make use of this delegation in a period public offering initiated by a third party targeting the securities of the Company until the end of the offering period. This delegation forsupersedes, as from the part not used,date hereof, the unused portion, if applicable, supersedes any, and all relevant prior delegations.of the delegation of authority granted by the General Meeting of April 12, 2023, in its twenty-second resolution. For the full text of Proposal No. 26,22, please see Annex A. Vote Required Proposal No. 2622 requires the affirmative vote of a 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. The votes cast will not include those attached to shares for which the shareholdershareholders did not participate in the vote, abstained or voted blank or void. Abstentions will not be counted as votes cast and will have no effect on the outcome of the votes. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 26.NO. 22. 70
PROPOSAL NO. 27:23: AUTHORIZATION, IN THE EVENT OF AN ISSUE WITHOUT PRE-EMPTIVE RIGHTS, TO SET THE ISSUE PRICE ACCORDING TO THE TERMS SET BY THE GENERAL MEETING, WITHIN A LIMIT OF 10% OF THE CAPITAL PER YEAR The Board proposes the shareholders authorize the Board of Directors, to, pursuant to Article L. 22-10-52 of the French Commercial Code, authorizes the Board of Directors, when deciding to issue ordinary shares or securities giving access to the capital, pursuant to the 25st21st and 26st22d Resolutions,, subject to the provisions of Article L. 22-10-52 of the French Commercial Code, to deviate from the price-setting conditions set out in the above-mentioned resolutions, up to a maximum of 10% of the share capital per year, and to set the issue price of equity equivalents to be issued as follows: In accordance with the provisions of Article L. 225-138 of the French Commercial Code, the issue price of the ordinary shares that may be issued pursuant to this delegation of authority will be set by the Board of Directors and must be at least equal to:
either the weighted average tradinglast closing price of the company’sCompany’s share on the trading dayregulated market Euronext Paris prior to the date on which the issue price is set, possibly reduced by a maximum discount of 15%, or the volume-weighted average price of the share of the Company on the regulated market of Euronext Paris over a period determined by the Board of Directors of between one to five consecutive share trading pricesdays selected from the last thirty trading days prior to the date on which the issue price is set, possibly reduced by a maximum discount of 15%. For the full text of Proposal No. 27,23, please see Annex A. Vote Required Proposal No. 2723 requires the affirmative vote of a 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. The votes cast will not include those attached to shares for which the shareholdershareholders did not participate in the vote, abstained or voted blank or void. Abstentions will not be counted as votes cast and will have no effect on the outcome of the votes. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 27.NO. 23. 71
PROPOSAL NO. 28:24: DELEGATION OF POWERS TO BE GRANTED TO THE BOARD OF DIRECTORS TO ISSUE ORDINARY SHARES, GIVING, IF APPLICABLE, ACCESS TO ORDINARY SHARES OR THE ALLOCATION OF DEBT SECURITIES (OF THE COMPANY OR A GROUP COMPANY) AND/OR SECURITIES GIVING ACCESS TO ORDINARY SHARES (OF THE COMPANY OR A GROUP COMPANY), WITH PRE-EMPTIVE SUBSCRIPTION RIGHTS WAIVED IN FAVOR OF CATEGORIES OF PERSONS WITH CERTAINMEETING SPECIFIED CHARACTERISTICS SUSPENSION DURING A PUBLIC OFFERING PERIOD In addition to Resolution 2521 and Resolution 26,22, which are intended to enable the boardBoard of directorsDirectors to increase the Company’s share capital through a public offering or a private placement, the boardBoard of directorsDirectors also is requesting the necessary authority to issue through ana reserved offering Ordinary Shares or any type of securities giving access, by any means, immediately and/or in the future, to our share capital (including, without limitation, any bonds redeemable or convertible for ordinary sharesOrdinary Shares and any warrants attached or not to ordinary sharesOrdinary Shares or other types of securities). The Company intends to use this delegation of authority to raise the funds and have the financial flexibility necessary to enable it to execute its strategic objectives. We do not intend to use it in the context of an unsolicited tender offer by a third party for DBV shares. As a result, we believe that a share capital increase in an amount not to exceed 30%EUR28,929,000, i.e. approximately 300% of the Company’s theour share capital on the date of the decision to increase the share capital by the Board,2024 Annual General Meeting, will provide us with sufficient flexibility in pursuing our strategic objectives. In particular, the implementation of this authorization could provide us quick access to sources of financing, in a similar manner to our U.S. competitors, and allow us to respond quickly to changes in market conditions. The issue price of ordinary sharesOrdinary Shares that may be issued under the scope of this delegation of powers will be set by the Board of Directors and must be at least equal to at the discretion of the Board of Directors or the Chief Executive Officer: the last closing price of the Company’s shares on the regulated market Euronext Paris during the last trading session prior to the date on which the issue price is set, possibly reduced by a maximum discount of 15%, or the volume-weighted average (in the central order book and off-market blocks) of the Company’s share price on the Euronext Paris regulated market duringover a period determined by the last threeBoard of Directors of between one to five consecutive trading days, prior to the date on which the issue price is set, possibly reduced by a maximum discount of 15%, or, at the weighted average trading price of the company’s shares on the trading day prior to the date on which the issue price is set, possibly reduced by a maximum discount of 15%, or,
the average of 5 consecutive share trading prices selectedchosen from the last 30 trading days prior topreceding the pricing date on which the issue price is set, possiblymay be reduced by a maximum discount of 15%.
The shareholders are asked to waive shareholders’ preferential subscription rights to the ordinary sharesOrdinary Shares and securities that would be issued by virtue of this delegation, and to reserve this subscription for the following category of persons: | i. | natural person(s) or legal entity(ies), including companies, trusts, investment funds or other investment vehicle(s), regardless of their form, under French or foreign law, investing on a regular basis in the pharmaceutical, biotechnological or medical technology sector, and/or
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natural person(s) or legal entity(ies), including companies, trusts, investment funds or other investment vehicle(s), regardless of their form, under French or foreign law, investing on a regular basis in the pharmaceutical, biotechnological or medical technology sector ; and/or | ii. | French or foreign companies, institutions or entities of any form, carrying out a significant portion of their business in these sectors or in the cosmetics or chemical sector or in the field of medical devices or research in these areas;
French or foreign companies, institutions or entities of any form, carrying out a significant portion of their business in these sectors or in the pharmaceutical chemical sector or in the field of medical devices or technologies or research in these areas ; and/or |
| iii. | any individual(s) or legal entity(ies), including any company(ies), institution(s), entity(ies), trust(ies), investment fund(s) or other investment vehicle(ies) in any form whatsoever, under French or foreign law, when entering into an industrial, commercial, licensing, research or partnership agreement with the Company; and/or
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| iv. | any credit institution, any French or foreign investment service provider or member of a banking syndicate or any company or investment fund that undertakes to subscribe to any issue likely to result in a future capital increase that may be carried out pursuant to this delegation in connection with the implementation of an equity or bond financing line; and/or.
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French or foreign investment service provider(s), or any foreign establishment(s) with equivalent status, likely to guarantee the completion of an issue intended to be placed with the persons referred to in (a) and/or (b) above or within the framework of the implementation of an equity or bond financing line and, in this context, to subscribe to the securities issued. | v. | French or foreign investment service provider(s), or any foreign establishment(s) with equivalent status, likely to guarantee the completion of an issue intended to be placed with the persons referred to in (i) and/or (ii) above and, in this context, to subscribe for the securities issued.
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In the case of issuances of debt securities, the nominal amount of any issuances will be limited to EUR 150,000,000. 200,000,000. 72
The amount of any debt securities issued will be subject to (and deducted from) the global limit of EUR 150,000,000,EUR200,000,000, and the amount of any share capital increase will be subject to the global limit of 65%EUR28,929,000, i.e. approximately 300% of theour share capital existing aton the date of the 2024 Annual General Meeting, in each case as approved pursuant to Resolution 32.30. This delegation of authority would be granted for an a18-month18-month periodperiod. The Board cannot, unless authorized in advance by the General Meeting,a shareholder’s general meeting, make use of this delegation in a period public offering initiated by a third party targeting the securities of the Company until the end of the offering period. This delegation for the part not used, if applicable, supersedes, as from today’sthe date hereof, the unused portion, if any, and all relevant prior delegations.of the delegation of authority granted by the General Meeting of April 12, 2023, in its twenty-fourth resolution. For the full text of Proposal No. 28,24, please see Annex A. Vote Required Proposal No. 2824 requires the affirmative vote of a 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. The votes cast will not include those attached to shares for which the shareholdershareholders did not participate in the vote, abstained or voted blank or void. Abstentions will not be counted as votes cast and will have no effect on the outcome of the votes. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 28.NO. 24. 73
PROPOSAL NO. 29:25: AUTHORIZATIONDELEGATION OF POWER TO INCREASEBE GRANTED TO THE TOTAL AMOUNTBOARD OF ISSUESDIRECTORS TO ISSUE ORDINARY SHARES TO BE ISSUED IMMEDIATELY OR IN THE FUTURE BY THE COMPANY, WITH PRE-EMPTIVE SUBSCRIPTION RIGHTS WAIVED IN FAVOR OF A CATEGORY OF PERSONS MEETING SPECIFIED CHARACTERISTICS WITHIN THE FRAMEWORK OF AN EQUITY FINANCING AGREEMENT ON THE UNITED STATES STOCK MARKET KNOWN AS “AT-THE-MARKET OFFERING” OR “ATM PROGRAM”
The purposeOn recommendation of this Resolution 29 is to allowthe management of the Company, the Board of Directors is requesting the necessary authority to grantissue Ordinary Shares in the form of American Depositary Shares or American Depositary Receipts of the Company within the framework of an equity financing agreement on the United States stock market known as “At-The-Market” or “ATM Program”. Any ATM Program implemented by the Company would be strictly limited to the issuance of ordinary shares in the form of in the form of American Depositary Shares or American Depositary Receipts of the Company which would be sold on the Nasdaq Stock Market LLC or any other ADS trading market, without any public offering in France or in Europe.
The Company intends to use this delegation of authority to raise the funds and have the financial flexibility necessary to enable it to execute its strategic objectives. As a customary over-allotment option for any issuance pursuant to Resolutions 24th, 25th, 26th and 28th above. Anyresult, we believe that a share capital increase pursuantin an amount not to exceed EUR28,929,000, i.e. approximately 300% of our share capital on the date of the 2024 Annual General Meeting, will provide us with sufficient flexibility in pursuing our strategic objectives. In particular, the implementation of this authorization could provide us quick access to sources of financing, in a similar manner to our U.S. competitors, and allow us to respond quickly to changes in market conditions. The issue price of Ordinary Shares that may be issued under the scope of this delegation of powers will be set by the Board of Directors and must be at least equal to at the discretion of the Board of Directors or the Chief Executive Officer: either the closing price of the Company’s shares on the regulated market Euronext Paris during the last trading session prior to the date on which the issue price is set, possibly reduced by a maximum discount of 15%, or the volume-weighted average of the Company’s share price on the regulated market of Euronext Paris over a period determined by the Board of Directors of between one to five consecutive trading sessions chosen from among the last 30 trading sessions preceding the setting of the issue price, possibly reduced by a maximum discount of 15%. The shareholders are asked to waive shareholders’ preferential subscription rights to the Ordinary Shares and securities that would be atissued by virtue of this delegation, and to reserve this subscription for the following category of persons: any credit institution, any investment service provider, French or foreign, or any foreign institution with an equivalent status, intervening within the framework of an ATM Program set up by the Company (or any equity financing program of the same price as,nature which would replace it) and limited to a maximumproviding, within this framework, for the subscription of 15%securities issued by the Company. The Board of Directors would not, without the prior authorization of the initial issuance, which isGeneral Meeting, make use of this delegation as from the filing by a standard levelthird party of a draft public offer for over-allotment options,the Company’s shares until the end of the offer period. This delegation of authority would be granted for an 18-month period. This delegation supersedes, as per market practice.from the date hereof, the unused portion, if any, of the delegation of authority granted by the General Meeting of April 12, 2023, in its twenty-fifth resolution. 74
For the full text of Proposal No. 29,25, please see Annex A. Vote Required Proposal No. 2925 requires the affirmative vote of a 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. The votes cast will not include those attached to shares for which the shareholdershareholders did not participate in the vote, abstained or voted blank or void. Abstentions will not be counted as votes cast and will have no effect on the outcome of the votes. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 29.NO. 25. 75
PROPOSAL NO. 30:26: DELEGATION OF POWER TO BE GRANTED TO THE BOARD OF DIRECTORS, IN THE CASE OF A CAPITAL INCREASE WITH EXISTING SHAREHOLDERS’ PREFERENTIAL SUBSCRIPTION RIGHTS MAINTAINED OR WAIVED, TO INCREASE THE NUMBER OF SHARES TO BE ISSUED IN THE EVENT OF EXCESS DEMAND FOR SUBSCRIPTIONS The purpose of this Resolution 26 is to allow the Board of Directors to grant a customary over-allotment option for any issuance pursuant to twentieth, twenty-first, twenty-second, twenty-fourth and twenty-fifth resolutions above. Any share capital increase pursuant to this delegation would be at the same price as, and limited to a maximum of 15% of, the initial issuance, which is a standard level for over-allotment options, as per market practice. For the full text of Proposal No. 26, please see Annex A. This delegation of authority would be granted for a 26-month period (except for the 24th and 25th resolutions, for which this delegation is valid for an 18-months period). This delegation supersedes, as from the date hereof, the unused portion, if any, of the delegation of authority granted by the General Meeting of April 12, 2023, in its twenty-sixth resolution. Vote Required Proposal No. 26 requires the affirmative vote of a 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. The votes cast will not include those attached to shares for which the shareholders did not participate in the vote, abstained or voted blank or void. Abstentions will not be counted as votes cast and will have no effect on the outcome of the votes. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 26. 76
PROPOSAL NO. 27: DELEGATION OF POWERS TO BE GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE CAPITAL BY MEANS OF THE ISSUE OF ORDINARY SHARES AND/OR SECURITIES GIVING ACCESS TO THE CAPITAL, UP TO THE LIMIT DETERMINED BY APPLICABLE LAWS AND REGULATIONS, IN CONSIDERATION FOR CONTRIBUTIONS IN KIND OF EQUITY SECURITIES OR SECURITIES GIVING ACCESS TO THE CAPITAL The purpose of Resolution 27 is to allow the Board of Directors to increase the share capital in consideration for contributions in kind of equity securities or securities giving access to the capital. The maximum nominal amount of share capital increases to be completed, immediately or in the future, may not exceed the limit determined by applicable laws and regulations at the time of implementation of this delegation by the Board of Directors (on an indicative basis, currently 10% of the share capital of the Company on the date of the decision to increase the share capital by the Board. This limit is set without taking into account the par value of the ordinary shares to be issued, if applicable, in relation to adjustments carried out in order to protect the rights of holders of securities and other rights giving access to capital, in accordance with legal and regulatory requirements as well as applicable contractual provisions. The nominal amount of any share capital increase that may be carried out in application of this resolution will be deducted from the overall limit set forth in Resolution 30 below. This delegation of authority would be granted for a 26-month period. This delegation supersedes, as from the date hereof, the unused portion, if any, of the delegation of authority granted by the General Meeting of April 12, 2023, in its twenty-seventh resolution. For the full text of Proposal No. 27, please see Annex A. Vote Required Proposal No. 27 requires the affirmative vote of a 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. The votes cast will not include those attached to shares for which the shareholders did not participate in the vote, abstained or voted blank or void. Abstentions will not be counted as votes cast and will have no effect on the outcome of the votes. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 27. 77
PROPOSAL NO. 28: DELEGATION OF POWERS TO BE GRANTED TO THE BOARD OF DIRECTORS FOR THE PURPOSE OF DECIDING ON ANY OPERATION OF MERGER-ABSORPTION, DEMERGER, OR PARTIAL CONTRIBUTION OF ASSETS Article L. 236-9 of the French Commercial Code provides that (i) the extraordinary shareholders meeting of the acquiring company may delegate to the board of directors its competence in making decisions relating to a merger for a period that cannot exceed 26 months and (ii) the extraordinary shareholders meeting of the acquiring company may determine the merger and grant to the board of directors the power to set definitive terms and conditions of such merger for a period that cannot exceed five years. Pursuant to Resolution 3028 and in accordance with the amended Article L. 236-9 of the French Commercial Code, we are asking shareholders to (i) delegate authority to the board of directors of the Company to decide on any merger-absorption, split or partial contribution of assets and (ii) grant to the board of directors full powers to implement this delegation, in accordance with the provisions set forth in French Laws and the by-laws of the Company, for the purpose of deciding all terms of any transaction that would be decided under this delegation. If an operation by the board of directors pursuant to this delegation requires an increase in the Company’s share capital, it must be carried out within the limits set forth in Resolution 3129 (i.e., the maximum nominal amount of share capital increases to be completed pursuant to Resolution 31,29, immediately or in the future, may not exceed 10% of the share capital of the Company on the date of the decision to increase the share capital by the Board). We are asking shareholders to approve Resolution 3028 because this authorization granted to the Board would facilitate any potential external growth by paying all or part of the price with our securities, and we believe that shareholders’ approval in these circumstances is often a cumbersome process and could create uncertainty with respect to the ability to consummate such a transaction. Additionally, we believe that the process of submitting such a transaction for shareholders’ approval could prevent us from seizing opportunities in a timely manner. The delegation provided for in Resolution 3028 is intended to simplify the merger-absorption process. This delegation of authority would be granted for a 26-month period. This delegation supersedes, as from the date hereof, the unused portion, if any, of the delegation of authority granted by the General Meeting of April 12, 2023, in its twenty-eighth resolution. For the full text of Proposal No. 30,28, please see Annex A. Vote Required Proposal No. 3028 requires the affirmative vote of a 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. The votes cast will not include those attached to shares for which the shareholdershareholders did not participate in the vote, abstained or voted blank or void. Abstentions will not be counted as votes cast and will have no effect on the outcome of the votes. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 30.NO. 28. 78
PROPOSAL NO. 31:29: DELEGATION OF POWERS TO BE GRANTED TO THE BOARD OF DIRECTORS TO ISSUE ORDINARY SHARES GIVING, AS THE CASE MAY BE, ACCESS TO ORDINARY SHARES OR TO THE ALLOCATION OF DEBT SECURITIES (OF THE COMPANY OR OF A GROUP COMPANY), AND/OR SECURITIES GIVING ACCESS TO ORDINARY SHARES (OF THE COMPANY OR OF A GROUP COMPANY), IN THE CONTEXT OF AAN OPERATION OF MERGER, DEMERGER OR PARTIAL CONTRIBUTION OF ASSETS DECIDED BY THE BOARD OF DIRECTORS PURSUANT TO THE DELEGATION REFERRED TO IN THE TWENTY-SEVENTHTWENTY-EIGHTH RESOLUTION SUSPENSION DURING A PUBLIC OFFERING PERIOD Subject to the adoption by shareholders of Resolution 30,28, we are asking our shareholders to adopt Resolution 3129 and in accordance with Articles L. 225-129 to L. 225-129-5 and L. 228-91 of the French Commercial Code, we are asking our shareholders to delegate to the Board of Directors the authority to decide to issue, on one or more occasions, ordinary shares of the Company and/or any type of securities giving access, by any means, immediately and/or in the future, to ordinary shares of the Company, in compensation for contributions in kind granted to the Company as part of any merger, demerger or partial contribution of assets decided by the board of directors pursuant of the delegation granted under Resolution 30, such shares conferring the same rights as existing shares said shares conferring the same rights as old shares subject to their date of use. The securities issued pursuant to this delegation may consist of debt securities or be related to the issue of such debt securities or permit the issue as intermediate securities. We are also asking our shareholders to waive, to the benefit of the shareholders of the absorbed company or the contributing company, any preferential subscription right attached to the ordinary shares or securities to be issued. The maximum nominal amount of share capital increases to be completed, immediately or in the future, may not exceed may not exceed 10% of the share capital of the Company on the date of the decision to increase the share capital by the Board. This limit is set without taking into account the par value of the ordinary shares to be issued, if applicable, in relation to adjustments carried out in order to protect the rights of holders of securities and other rights giving access to capital, in accordance with legal and regulatory requirements as well as applicable contractual provisions. The nominal amount of any share capital increase that may be carried out in application of this resolution will be deducted from the overall limit set forth in Resolution 3230 below. The nominal amount of all issuances of debt securities to be completed giving access to the Company’s share capital will not exceed EUR 150,000,000200,000,000 (or the corresponding value of this amount for an issuance in a foreign currency). This amount will be increased, if applicable, for any redemption premium above nominal value and will be deducted from the overall limit set forth in Resolution 3230 below. This limit does not apply to securities the issuance of which is decided or authorized by the board of directors in accordance with Article L. 228-40 of the French Commercial Code. We are asking that the board of directors be granted all powers to decide and acknowledge completion of the share capital remunerating the transaction, charge on the premium, as the case may be, the fees and charges generated by the share capital increase, to deduct on the premium, if it deems it useful, the necessary amounts for the allocation of the legal reserve, to amend the Company’s by-laws, to take any decision in relation to the admission of the securities issued hereby to trading to Euronext, and, do everything that is required. This delegation of authority would be granted for a 26-month period. This delegation supersedes, as from the date hereof, the unused portion, if any, of the delegation of authority granted by the General Meeting of April 12, 2023, in its twenty-ninth resolution. 79
For the full text of Proposal No. 31,29, please see Annex A. Vote Required Proposal No. 3129 requires the affirmative vote of a 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. The votes cast will not include those attached to shares for which the shareholdershareholders did not participate in the vote, abstained or voted blank or void. Abstentions will not be counted as votes cast and will have no effect on the outcome of the votes. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 31.NO. 29. 80
PROPOSAL NO. 3230: OVERALL LIMIT ON THE MAXIMUM AUTHORIZED AMOUNTS SET UNDER THE 21ST, 22D, 24TH, 25TH, 26TH, 2827TH AND 31ST RESOLUTIONS OF THIS GENERAL MEETING AND THE 2829TH RESOLUTION OF THE GENERAL MEETING OF APRIL 20, 2020RESOLUTIONS The Board proposes that the shareholders set the total par value of any shares that may be issued under the 21st, 22d, 24th, 25th, 26th, 2827th and 31st resolutions of this Annual General Meeting and the 2829th resolutionResolutions, at EUR28,929,000, i.e. approximately 300% of the General Meeting of April 20, 2020, at 65% of theour share capital on the date of thisthe 2024 Annual General Meeting. To this limit will be added, if applicable, the par value of any capital increase required to preserve, in accordance with the law and, if applicable, any contractual stipulations providing for other adjustments, the rights of the holders of rights or transferable securities giving access to the Company’s capital. The maximum nominal amount of debt securities that may be issued pursuant to this authorization is 150,000,000 eurosEUR200,000,000 (or the equivalent of this amount in the event of an issue in another currency). We believe that this amount strikes the correct balance between protecting our existing shareholders and providing the Company with the financial flexibility necessary to accomplish its strategic goals, and in line with the flexibility available to comparable U.S. companies. For the full text of Proposal No. 30 please see Annex A. Vote Required Proposal No. 30 requires the affirmative vote of a 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. The votes cast will not include those attached to shares for which the shareholders did not participate in the vote, abstained or voted blank or void. Abstentions will not be counted as votes cast and will have no effect on the outcome of the votes. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 30. 81
PROPOSAL NO. 31: DELEGATION OF POWERS TO BE GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE CAPITAL BY MEANS OF THE INCORPORATION OF RESERVES, PROFITS AND/OR PREMIUMS The purpose of resolution 31 is to allow the Board of Directors to increase the share by means of the incorporation into capital of reserves, profits, premiums or other amounts admitted for capitalization, by the issue and free share allocation or by raising the face value of existing Ordinary Shares or combining these two methods. The total par value of any Ordinary Shares or securities giving access to Ordinary Shares that may be issued under this delegation may not exceed EUR4,821,000, i.e. approximately 50% of our share capital on the date of the 2024 Annual General Meeting. This delegation of authority would be granted for a 26-month period. This delegation supersedes, as from the date hereof, the unused portion, if any, of the delegation of authority granted by the General Meeting of April 12, 2023, in its thirty-first resolution. For the full text of Proposal No. 31, please see Annex A. Vote Required Proposal No. 31 requires the affirmative vote of a 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. The votes cast will not include those attached to shares for which the shareholders did not participate in the vote, abstained or voted blank or void. Abstentions will not be counted as votes cast and will have no effect on the outcome of the votes. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 31. 82
PROPOSAL NO. 32: DELEGATION OF POWERS TO BE GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL BY THE ISSUE OF ORDINARY SHARES AND/OR SECURITIES GRANTING ACCESS TO THE CAPITAL, WITH PRE-EMPTIVE SUBSCRIPTION RIGHTS WAIVED IN FAVOR OF THE MEMBERS OF A COMPANY SAVINGS PLAN PURSUANT TO ARTICLES L. 3332-18 ET SEQ. OF THE FRENCH LABOR CODE Under the provisions of Articles L. 225-129 et seq. and L. 225-138-1 of the French Commercial Code and the provisions of Articles L. 3332-1 et seq. of the French Labor Code, the Board of Directors is required to submit for approval by the shareholders a resolution to authorize the Board of Directors to increase the share capital through the issuance of shares and securities for the benefit of employees who are members of a Company savings plan (plan d’épargne groupe). The aggregate nominal amount of share capital increases that would be carried out pursuant to this delegation of authority would not exceed 2% of the share capital at the date of this Annual General Meeting (this amount is separate to any other maximum amounts set by other authorizations relating to capital increases). The price of any shares to be issued under this delegation may not be more than 30% (or 40% if the vesting period stipulated by the scheme pursuant to Articles L. 3332-25 and L. 3332-26 of the French Labor Code is greater than or equal to ten years) below the average opening price of our Ordinary Shares for the 20 trading days prior to the decision setting the date for the opening of subscriptions, nor may it be higher than this average. Under the conditions set forth in Articles L. 3332-18 to L. 3332-23 of the French Labor Code, the Board of Directors would determine the issue price of the newly created shares or securities granting access to the share capital. For the benefit of the members of a company savings plan (plan d’épargne entreprise), the shareholders’ preferential subscription right to the shares or securities would be eliminated. However, approving this resolution will enable our Board of Directors to adopt such a company savings plan if it determines in the future that such a plan is appropriate to strengthen employee retention and further align employee and shareholder interests. This delegation of authority would be granted for a 26-month period. This delegation supersedes, as from the date hereof, the unused portion, if any, of the delegation of authority granted by the General Meeting of April 12, 2023, in its thirty-second resolution. For the full text of Proposal No. 32, please see Annex A. Vote Required Proposal No. 32 requires the affirmative vote of a 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. The votes cast will not include those attached to shares for which the shareholdershareholders did not participate in the vote, abstained or voted blank or void. Abstentions will not be counted as votes cast and will have no effect on the outcome of the votes. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 32. 83
RESOLUTIONSPROPOSALS NOS. 33 TO 36:35:
EQUITY RESOLUTIONS The following is an overview of the equity plan-related proposals being submitted for the approval of our shareholders, which are described in more detail below. Pursuant to Resolutions 30 and 31Resolution 33 of the Annual General Meeting of April 20, 2020,12, 2023, our shareholders authorized the boardBoard of directors to grant, respectively, (i) stock options to subscribe for or purchase ordinary shares, (ii) free ordinary shares. As such authorizations will expire on October 20, 2021, in order to continue our equity compensation program beyond such date, pursuant to Resolution 35 and 36 below, we are requesting that our shareholders renew their prior authorization to the board of directors to grant, respectively, stock options, and free ordinary shares for the 18-month period following the date of the 2021 Annual General Meeting. Pursuant to Resolution 25 of the Annual General Meeting of May 24, 2019, our shareholders authorized the board of directorsDirectors to grant share warrants. As such authorization expiredshall expire on November 24, 2020,October 12, 2024, in order to continue our equity compensation program beyond such date, pursuant to Resolution 33 below, we are requesting that our shareholders renew their prior authorization to the boardBoard of directorsDirectors to grant, share warrants for the 18-month period following the date of the 20212024 Annual General Meeting.
Pursuant to Resolutions 34 and 35 of the General Meeting of April 12, 2023, our shareholders authorized the Board of Directors to grant, respectively, (i) stock options to subscribe for or purchase Ordinary Shares, and (ii) free Ordinary Shares. As such authorizations will expire on October 12, 2024, in order to continue our equity compensation program beyond such date, pursuant to Resolutions 34 and 35 below, we are requesting that our shareholders renew their prior authorization to the Board of Directors to grant, respectively, stock options, and free Ordinary Shares for the 18-month period following the date of the 2024 Annual General Meeting. 84
PROPOSAL NO. 3333: DELEGATION OF POWERS TO BE GRANTED TO THE BOARD OF DIRECTORS TO ISSUE STOCK WARRANTS (BSA), SUBSCRIPTION AND/OR ACQUISITION OF NEW AND/OR EXISTING STOCK WARRANTS (BSAANE) AND/OR SUBSCRIPTION AND/OR ACQUISITION OF NEW AND/OR EXISTING REDEEMABLE STOCK WARRANTS (BSAAR) WITH CANCELLATION OF PREFERENTIALPRE-EMPTIVE SUBSCRIPTION RIGHTS RESERVED FOR CATEGORIESWAIVED IN FAVOR OF PERSONS, SUSPENSION DURING A PUBLIC OFFERING PERIODCATEGORY OF PERSONS Our boardBoard of directorsDirectors recommends the approval of this delegation of authority to grant warrants in order to ensure the Company can attract, recruit and compensate independent directors and consultants competitively by providing for customary compensatory grants to our existing and future non-employee directors. To continue to attract and retain highly talented directors with deep industry knowledge and experience, we must be able to offer our directors compensation in line with market standards, which include an equity-based component. However, pursuant to French law, non-employee directors may not be granted stock options or free shares. As a result, the right to subscribe for BSAs is a key element of our current non-employee director compensation. This delegation of authority is critical to our business strategy because it enables us to continue issuing BSAs, which is vital to our ability to attract and retain highly talented directors, compete with compensation arrangements provided by our U.S.-based peers and strengthen the alignment of our directors’ interests with those of our shareholders. We are also seeking authorization to grant BSAs to persons bound to the Company or one of its subsidiaries by a consultancy agreement who, pursuant to French law, cannot be granted stock options or free shares. In certain circumstances, it is important for the Company to be able to offer a long-term compensation element to such persons in order to engender loyalty in our highly competitive industry and align their incentives with the long-term interests of our shareholders. The Board proposes the shareholders delegate to the Board of Directors, for a period of eighteen18 months its competence to proceed, on one or more occasions, in the proportions and at the time it deems appropriate, both in France and abroad, with the issue of new stock warrants (BSA), subscription and/or acquisition of new and/or existing stock warrants (BSAANE) and/or subscription and/or acquisition of new and/or existing redeemable stock warrants (BSAAR) with cancellation of preferential subscription rights reserved for the categories of persons defined below. The total nominal amount of shares to which the warrants issued pursuant to this delegation give entitlement may not exceed 0.5% of the share capital existing on the daydate of the General Meeting.allocation decision. To this maximum amount will be added, as necessary, the nominal amount of the capital increase necessary to preserve the rights of the holders of rights or securities giving access to the Company’s capital, pursuant to the law, and where applicable, the contractual stipulations providing for other forms of preservation. This maximum amount is separate from all maximum amounts set by the other resolutions of this Annual General Meeting. The issue price of the warrant will be fixed by the Board of Directors. In the event of assignment to non-executive directors, the warrant issue price will coincide with its market value. The subscription and/or acquisition price of the shares acquired by exercising the warrants shall be at least equal to the average closing price of DBV TECHNOLOGIESTechnologies’ shares for the 20 trading days preceding the decision to issue the warrants, if applicable, less the warrant issue price. Approval of this proposal eliminates the preferential subscription rights of shareholders to the BSAs, BSAANEs and BSAARs to be issued, to the benefit of the following categories of persons: corporate officers, 85
scientific committee members, employees of the company and persons associated with the company and the French or foreign companies related to the company, via a service agreement or as a consultant, in accordance with Article L.225-180 of the French Commercial Code. This delegation means that the shareholders waive their pre-emptive rights to shares that may be issued by the exercising of warrants to the holders of BSAs, BSAANEs and/or BSAARs. The Board cannot, unless authorized in advance by the Annual General Meeting, make use of this delegation in a period public offering initiated by a third party targeting the securities of the Company until the end of the offering period. The Board of Directors shall be granted all necessary powers, under the terms set by the law and stipulated above, to issue BSAs, BSAANEs and/or BSAARs and in particular to: set the specific list of beneficiaries within the categories of persons defined above, the nature and number of warrants to be allocated to each beneficiary, the number of shares to which each warrant shall give entitlement, the issue price of the warrants and the subscription and/or acquisition price of the shares to which the warrants give entitlement under the terms outlined above, the terms and deadlines for the subscription and exercise of the warrants, the associated adjustment mechanisms and more generally, all terms and conditions with respect to the issue prepare an additional report describing the final terms and conditions of the transaction; conduct the necessary share acquisitions within the framework of the share buyback program and to allocate them via the allocation plan; record the completion of the capital increase resulting from the exercising of the BSAs, BSAANEs and/or BSAARs and to amend the Bylaws accordingly; at its sole discretion, impute the cost of the capital increase to the amount of the associated premiums and deduct the necessary sums from this amount to bring the statutory reserve to one tenth of the new share capital after each increase; delegate, under the conditions provided for by law, the powers required to enact the capital increase, and to delay the capital increase, within the limits and according to the terms and conditions previously set by the Board of Directors; and more generally, perform all tasks required in similar matters. The validity of histhis delegation is set at eighteen18 months from the date of the Annual General Meeting. Description of Principle Features of the BSAs Pursuant to SEC rules, we are providing the following description of the material terms of the BSA awards we expect to be included in our BSA award agreement letters. Type of Awards. BSAs are granted at fair market value and entitle a holder to exercise the warrant for the underlying vested ordinary sharesOrdinary Shares at an exercise price per share determined by the boardBoard of directorsDirectors based and shall be at least equal to the average closing price of our ordinary sharesOrdinary Shares for the 20 trading days preceding the decision to issue the warrants, if applicable, less the warrant issue price. We use BSAs as part of our compensation for non-employee directors and consultants. Administration. Subject to shareholder approval of this Proposal No. 33, the boardBoard of directorsDirectors will determine the recipients, dates of grant and exercise price of BSAs, the number of BSAs to be granted and the terms and conditions of the BSAs, including the period of their exercisability and their vesting schedule.
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Governing Law. The BSAs are governed by the laws of France. Certain Federal Income Tax Consequences for U.S. holders. In general, no taxable income is realized by a participant upon the grant of a BSA. Rather, at the time of exercise of the BSA, the participant will recognize ordinary income for income tax purposes in an amount equal to the excess, if any, of the fair market value of the ordinary sharesOrdinary Shares purchased over the sum of (a) the exercise price and (b) the subscription price paid at grant. The participant’s tax basis in any ordinary sharesOrdinary Shares received upon exercise of a BSA will be the fair market value of the ordinary shareOrdinary Share on the date of exercise, and if the shares are later sold or exchanged, then the difference between the amount received upon such sale or exchange and the fair market value of such shares on the date of exercise will generally be taxable as long-term or short-term capital gain or loss (if the shares are a capital asset of the participant) depending upon the length of time such shares were held by the participant. New Plan Benefits The benefits or amounts that will be awarded or allocated under the delegation of authority to grant BSAs are not determinable at this time because the number of shares underlying BSA awards depends on the Company’s stock price, which cannot be predicted, the fair market value, the decision of directors of whether to subscribe for the BSA awards and the exercise of discretion by our boardBoard of directors.Directors. This delegation forsupersedes, as from the part not used,date hereof, the unused portion, if applicable, supersedes any, and all relevant prior delegations.of the delegation of authority granted by the General Meeting of April 12, 2023, in its thirty-third resolution. For the full text of Proposal No. 33 please see Annex A. Vote Required Proposal No. 33 requires the affirmative vote of a 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. The votes cast will not include those attached to shares for which the shareholdershareholders did not participate in the vote, abstained or voted blank or void. Abstentions will not be counted as votes cast and will have no effect on the outcome of the votes. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 33. 87
PROPOSAL NO. 34: DELEGATION OF POWERS TO BE GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL BY THE ISSUE OF ORDINARY SHARES AND/OR SECURITIES GRANTING ACCESS TO THE CAPITAL, WITH PRE-EMPTIVE SUBSCRIPTION RIGHTS WAIVED IN FAVOR OF THE MEMBERS OF A COMPANY SAVINGS PLAN PURSUANT TO ARTICLES L. 3332-18 ET SEQ. OF THE FRENCH LABOR CODE
Under the provisions of Articles L. 225-129 et seq. and L. 225-138-1 of the French Commercial Code and the provisions of Articles L. 3332-1 et seq. of the French Labor Code, the board of directors is required to submit for approval by the shareholders a resolution to authorize the board of directors to increase the share capital through the issuance of shares and securities for the benefit of employees who are members of a Company savings plan (plan d’épargne groupe).
The aggregate nominal amount of share capital increases that would be carried out pursuant to this delegation of authority would not exceed 2% of the share capital at the date of this General Meeting (this amount is separate to any other maximum amounts set by other authorizations relating to capital increases).
The price of any shares to be issued under this delegation may not more than 30% (or 40% lower if the vesting period stipulated by the scheme pursuant to Articles L. 3332-25 and L. 3332-26 of the French Labor Code is greater than or equal to ten years) below the average opening price of our ordinary shares for the 20 trading days prior to the decision setting the date for the opening of subscriptions, nor may it be higher than this average.
Under the conditions set forth in Articles L. 3332-18 to L. 3332-23 of the French Labor Code, the board of directors would determine the issue price of the newly created shares or securities granting access to the share capital. For the benefit of the members of a company savings plan (plan d’épargne entreprise), the shareholders’ preferential subscription right to the shares or securities would be eliminated.
However, approving this resolution will enable our board of directors to adopt such a company savings plan if it determines in the future that such a plan is appropriate to strengthen employee retention and further align employee and shareholder interests.
This delegation of authority would be granted for a 26-month period.
For the full text of Proposal No. 34, please see Annex A.
Vote Required
Proposal No. 34 requires the affirmative vote of a 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. The votes cast will not include those attached to shares for which the shareholder did not participate in the vote, abstained or voted blank or void. Abstentions will not be counted as votes cast and will have no effect on the outcome of the votes.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
PROPOSAL 34.
PROPOSAL NO. 35:
AUTHORIZATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO ALLOCATE FOR FREE SHARES TO MEMBERS OF STAFF AND/OR CERTAIN CORPORATE OFFICERS OF THE COMPANY Under French law, our boardBoard of directorsDirectors must have a specific delegation of authority from shareholders to increase the Company’s share capital by issuing free ordinary shares.Ordinary Shares. If approved, the new authorization to grant free shares options will supersede the authorization to grant free shares. The renewal of this authority is fundamental to our business strategy because it enables us to continue issuing free shares as necessary to attract and retain the high-quality executives and key employees that are critical to our success, while aligning employee interests with those of shareholders. For a detailed discussion of our executive compensation policy and objectives, see “Executive Compensation” elsewhere in this proxy statement. Because we are a Nasdaq-listed company and considered a U.S. domestic registrant under SEC rules, our shareholders continue to benefit from the protections afforded to them under the rules and regulations of the Nasdaq and SEC, including those rules that limit our ability to issue shares in specified circumstances. In addition, we follow U.S. capital markets and governance standards to the extent permitted by French law and emphasize that this authorization is required as a matter of French law and is not otherwise required for other U.S. companies listed on the Nasdaq with which we compete. The Board then proposes the shareholders authorize the Board of Directors, for a period of eighteen18 months, to allocate existing or future ordinary sharesOrdinary Shares in the Company, reserved for: members of staff of the company or companies or economic interest groups that are directly or indirectly related to it as defined by Article L. 225-197-2 of the French Commercial Code; and/or corporate officers who meet the conditions set out in Article L. 225-197-1 of the French Commercial Code. The total number of shares that can be assigned free of charge pursuant to this authorization will not exceed 2% of the share capital on the date of the allocation decision. This limit will exclude, if applicable, the par value of any capital increase required to preserve the rights of the beneficiaries of bonus share awards in the event of transactions involving the Company’s capital during the vesting period. The allocation of shares to beneficiaries will become definitive after a vesting period to be determined by the Board of Directors, which may not be less than one year. Beneficiaries shall, where applicable, be required to hold these shares for a period, set by the Board of Directors, at least equal to that necessary to ensure that the cumulative duration of the vesting and, where applicable, holding periods cannot be less than two years. By way of exception, final allocation will take place before the end of the vesting period in the event that the beneficiary is classified as disabled under the second and third categories set out in Article L. 341-4 of the French Social Security Code. All powers are granted to the Board of Directors to:Directors: setto decide to issue shares and/or securities and to determine their characteristics, determine the amount to be issued, the issue price and the amount of the premium that can, if applicable, be demanded at
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| issue, the terms and conditions of their subscription and payment and their date of entitlement to dividends, and to determine the dates and terms of issue, the nature, number and characteristics of the shares and/or securities to be created and issued; |
in the event of the issue of stock warrants, to determine the number and characteristics of such warrants and to decide, if it deems appropriate, on terms and if applicable,conditions to be determined by it, that the award criteria and performance criteria forwarrants may be redeemed or repurchased, or that they shall be allocated free of charge to the shares;shareholders in proportion to their interest in the share capital; more generally, to determine the identitycharacteristics of all securities and, in particular, the terms and conditions for the allotment of shares, the duration of loans that may be issued in the form of bonds, whether they are subordinated or not, the currency of issue, the terms of repayment of the beneficiariesprincipal, with or without premium, the terms and conditions of redemption and, where applicable, of purchase, exchange or early redemption, the interest rate, whether fixed or variable, and the numberdate of shares allocatedpayment ; the remuneration may include a variable portion calculated by reference to each;factors relating to the Company’s business and results and a deferred payment in the absence of distributable profits; if applicable:applicable, to suspend the exercise of rights attached to the securities issued, for up to three months in accordance with legal and regulatory provisions; recordat its sole discretion, to charge the existencecosts of sufficient reserves and, upon each allocation of shares, transfer to a reserve account the sums required to pay up the new shares to be granted;
at the appropriate time, determine the capital increases by meansincrease against the amount of incorporation of reserves,the related premiums or profits relatingand deduct the necessary sums from this amount to fund the issue of new free shares granted;legal reserve;
conductto determine and make all adjustments to take into account the necessary share acquisitions withinimpact of transactions on the framework of the share buyback program and allocate them via the allocation plan;Company’s capital or shareholders’ equity;
determine the impact on beneficiaries’ rights of transactions affecting theto record each share capital or likelyincrease and make the corresponding amendments to affect the value of shares allocated and enacted during the vesting period and as a result, to modify or adjust, if necessary, the number of shares granted to preserve the beneficiaries’ rights;by-laws;
decide whether or notgenerally, to establish a holding obligation atenter into any agreements, take all measures and complete any formalities required for the endissue and for the financial administration of the vesting periodsecurities issued pursuant to this delegation and if applicable, determine its durationfor the exercise of any attached rights and, take all necessary measures to ensure that the beneficiaries comply with it;
andmore generally, in connection with the legislation in effect, perform all duties that the implementation oftasks required in this authorization may require.regard.
This authorization shall imply that shareholders waive their pre-emptive rights to subscribe to newly issued shares through the capitalization of reserves, share premium and profits. Description of Principle Features of the Free Shares Pursuant to SEC rules, we are providing the following description of the material terms of the free shares awards we expect to be included in our free shares award agreement letters. Type of Awards.Awards. The 20212023 free share Planplan is expected to provide for the grant of free shares to our employees and employees of any company or group in which we hold, directly or indirectly, 10% or more of the share capital or voting rights as of the date of grant. Participants in the 20212023 free share plan are determined at the discretion of the boardBoard of directorsDirectors subject to the terms of the 20212023 free share plan. Shares available.available. The maximumtotal number of free shares that maycan be acquired and issued upon the vestingassigned free of award of free shares granted under the 2021 free share plancharge pursuant to this authorization will not exceed 2% of ourthe share capital on the date of the allocation decision. Administration.Administration. Subject to shareholder approval of this Proposal No. 35,34, the boardBoard of directorsDirectors is expected to have the authority, in its discretion, to determine (i) the terms, conditions and restrictions applicable to free shares (which need not be identical) to any participant and any shares acquired pursuant to such grant and (ii) whether, to what extent, and under what circumstances an award of free shares may be settled, canceled, forfeited, exchanged or surrendered.
Vesting; Holding Period.Period. Free shares are expected to vest at the times and upon the conditions that our boardBoard of directorsDirectors may determine, as reflected in an applicable award grant letters and the 20212024 free share plan, subject to waiver and release by our boardBoard of directorsDirectors in its sole discretion. Awards of free shares granted under 89
the 20202024 free share plan generally are expected to vest on the basis of continued employment through the end of the vesting period and may require the satisfaction of performance conditions to be determined by the boardBoard of directors.Directors. Equitable Adjustments.Adjustments. In the event certain changes occur our capitalization such as (i) an amortization or reduction of our share capital, (ii) a change to the allocation of our profits, (iii) a distribution of our free shares, (iv) the capitalization of reserves, profits, issuance premiums or (v) an issuance of shares or securities giving right to shares to be subscribed for in cash or by set-off of existing indebtedness offered exclusively to all our then-existing shareholders, the boardBoard of directorsDirectors is expected to have the ability to adjust the maximum number of shares or take other such action as may be provided in Article L. 228-99 of the French Commercial Code. Governing Law.Law. The free shares are governed by the laws of France. Certain Federal Income Tax Consequences For U.S. Taxpayers The following is a summary of certain U.S. federal income tax consequences of an award of free shares granted under the 20212024 free share plan, the material terms of which isare discussed above. It does not purport to be a complete description of all applicable rules, and those rules (including those summarized here) are subject to change. The summary discusses only U.S. federal income tax laws and does not discuss any state or local or non-U.S. tax laws that may be applicable. In general, the grant of an award of free shares will not result in U.S. taxable income for the participant being a U.S. taxpayertaxpayer-recipient or in a U.S. tax deduction for DBV Technologies. Upon the settlementvesting of the grant in shares (or, if earlier, upon the timely filing of an election under Section 83(b) of the U.S. Internal Revenue Code of 1986, as amended), the U.S. participant will recognize ordinary income equal to the aggregatefair market value of the payment received,shares on the vesting date, subject to withholding for employees or former employees, and DBV Technologies or(or the surviving corporation following a change in controlcontrol) generally will be entitled to a tax deduction at the same time and in the same amount. If the shares are later sold or exchanged, then the difference between the amount recognized upon vesting and the sale or exchange value of such shares will generally be taxable as long-term or short-term capital gain or loss (if the shares are a capital asset of the participant) depending upon the length of time such shares were held by the participant. New Plan Benefits Awards of free shares are within the discretion of our boardBoard of directors.Directors. As a result, the benefits or amounts that will be awarded or allocated thereunder are not determinable at this time. ForThis delegation, for the part not used, if applicable, it supersedes, as from the date hereof, the unused portion, if any, and all relevant prior authorizations.of the delegation of authority granted by the General Meeting of April 12, 2023, in its thirty-fourth resolution.
For the full text of Proposal No. 35,34, please see Annex A. Vote Required Proposal No. 3534 requires the affirmative vote of a 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. The votes cast will not include those attached to shares for which the shareholdershareholders did not participate in the vote, abstained or voted blank or void. Abstentions will not be counted as votes cast and will have no effect on the outcome of the votes. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 35.NO. 34. 90
PROPOSAL NO. 36:35: AUTHORIZATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO GRANT SHARE SUBSCRIPTION AND/OR PURCHASE OPTIONS (STOCK OPTIONS) TO MEMBERS OF STAFF (AND/AND/OR CERTAIN CORPORATE OFFICERS)OFFICERS OF THE COMPANY OR RELATED COMPANIES OR ECONOMIC INTEREST GROUPS Under French law, our boardBoard of directorsDirectors must have a specific delegation of authority from shareholders to increase the Company’s share capital by issuing Ordinary Shares in the form of stock options. As a result, the shareholders are asked to grant the Board of Directors the authority to issue and grant stock options, each representing a right to receive one ordinary share.Ordinary Share. The renewal of this authority is fundamental to our business strategy because it enables us to continue granting options as necessary to attract and retain the high-quality executives and key employees that are critical to our success, while aligning executive and employee interests with those of shareholders. For a detailed discussion of our executive compensation policy and objectives, see “Executive Compensation” elsewhere in this proxy statement. Because we are a Nasdaq-listed company and considered a U.S. domestic registrant under SEC rules, our shareholders continue to benefit from the protections afforded to them under the rules and regulations of the Nasdaq and SEC, including those rules that limit our ability to issue shares in specified circumstances. In addition, we follow U.S. capital markets and governance standards to the extent permitted by French law and emphasize that this authorization is required as a matter of French law and is not otherwise required for other U.S. companies listed on the Nasdaq with which we compete. The Board then proposes the shareholders authorize the Board of Directors, for a period of eighteen18 months, to grant the beneficiaries indicated below, on one or more occasions, options giving access to new shares in the company to be issued in respect of a capital increase or to the purchase of existing shares in the company as a result of buybacks carried out under the terms set by law. The beneficiaries of these options may only be: firstly, some or all members of staff, or certain categories of staff and where appropriate, those companies or economic interest groups related to it under the conditions of Article L. 225-180 of the French Commercial Code; or secondly, corporate officers who meet the conditions set out in Articles L22-10-58 and L. 225-185 of the French Commercial Code. The total number of options that may be granted by the Board of Directors under this authorization may not grant entitlement to subscribe to or purchase more than 7.5% of the share capital on the date of the allocation decision. To this amount will be added, as necessary, the par value of any capital increase necessary to preserve the rights of the beneficiaries of the options in the event of transactions involving the Company’s capital, pursuant to the law and, if applicable, any contractual stipulations providing for other forms of preservation. The subscription and/or acquisition price of the shares to be paid by the beneficiaries will be set on the day the options are granted by the Board of Directors in accordance with the regulations in effect and must not be less than the average opening price of the shares for the twenty trading days prior to the grant decision. No options may be granted during the blackout periods set out in the regulations. This authorization includes, in favor of the beneficiaries of options giving access to shares, an express waiver by shareholders of their pre-emptive rights to subscribe to the shares that will be issued as and when the options are exercised. 91
Approval of this proposal delegates all powers to the Board of Directors to set the other terms and conditions for the granting of options and their exercise, in particular to: determine the conditions under which the options shall be granted and to draft the list or categories of beneficiaries as scheduled above; to determine, where appropriate, the seniority and performance conditions that must be met by these beneficiaries; to determine the conditions under which the price and number of shares must be adjusted, particularly in the presumptions set out under Articles R. 225-137 to R. 225-142 of the French Commercial Code; define the exercise period(s) for the options granted, with the understanding that the term of the options may not exceed a period of ten years from the grant date; provide the option to temporarily suspend the exercise of options for a maximum period of three months in the event that financial transactions are performed involving the exercise of a right attached to shares; if applicable, conduct the necessary share acquisitions within the framework of the share buyback program and to allocate them via the option plan; proceed with all acts and formalities required to make final those capital increases that may, if necessary, be performed pursuant to the authorization granted by this resolution; amend the by-laws accordingly and generally to do whatever is necessary; or at its own discretion and if it sees fit, impute the cost of increases in share capital to the amount of the associated premiums and deduct the necessary sums from this amount to bring the statutory reserve to one tenth of the new share capital after each increase. Description of Principle Features of the Stock Options Pursuant to SEC rules, we are providing the following description of the material terms of the stock option awards we expect to be included in our stock options award agreement letters. Type of Awards. Stock options may be granted to any individual employed by us or by any affiliated company under the terms and conditions of an employment contract. Employee share options may also be granted to the chairman of our boardBoard of directors,Directors, our chief executive officer and our deputy chief executive officers, if any. Participants in the 20212024 stock option plan are determined at the discretion of the boardBoard of directorsDirectors subject to the terms of the 2021 Stock2024 stock option plan. Stock Options are granted at fair market value and entitle a holder to exercise the warrantoption for the underlying vested ordinary sharesOrdinary Shares at an exercise price per share determined by the boardBoard of directorsDirectors based and shall be not less than the average opening price of DBV TECHNOLOGIESTechnologies shares for the 20 trading days preceding the decision to issue the stock options.options (or, for U.S. taxpayers, at no less than the fair market value of DBV Technologies shares on the date of grant). Shares available. The maximumtotal number of free sharesoptions that may be acquired and issued upongranted by the vestingBoard of award of stock options grantedDirectors under the 2021 stock option plan willthis authorization may not exceedgrant entitlement to subscribe to or to purchase more than 7.5% of ourthe share capital on the date of the allocation decision. Under French law, the maximum number of shares issuable upon the exercise of outstanding stock options may not exceed one-third of the outstanding share capital on a non-diluted basis as of the date of grant. Administration. Our boardBoard of directorsDirectors has the authority to administer the 20212024 stock option plans.plan. Subject to the expected terms and conditions of the 20212023 stock option plan, our boardBoard of directorsDirectors determines the recipients, dates of grant, exercise prices, number of ordinary sharesOrdinary Shares underlying and the terms and conditions of the stock options, including their periods of exercisability and their vesting schedules. 92
The boardBoard of directorsDirectors has the authority to amend or modify employee share options outstanding under the delegation under this Proposal No. 36,35, including in particular the authority to extend the post-termination exercise period of the options, subject to the written consent of the optionees holding such options, if such amendments or modifications impair the rights of the optionees. Vesting; Holding Period. Stock options are expected to vest at the times and upon the conditions that our boardBoard of directorsDirectors may determine, as reflected in an applicable award grant letters and the 20212024 stock option plan, subject to waiver and release by our boardBoard of directorsDirectors in its sole discretion. Awards of free sharesstock options granted under the 20212024 stock optionsoption plan generally are expected to vest on the basis of continued employment or presence through the end of the vesting period and may require the satisfaction of performance conditions to be determined by the boardBoard of directors.Directors. Equitable Adjustments. In the event of the carrying out by the company of any of the financial operations pursuant to Article L. 225-181 of the French Commercial Code as follows: (i) amortization or reduction of share capital, (ii) a change to the allocation of profits, (iii) a distribution of free shares, (iv) capitalization of reserves, profits or issuance premiums, (v) a distribution of reserves, or (vi) an issuance of shares or securities giving right to shares to be subscribed for in cash or by set-off of existing indebtedness offered exclusively to shareholders, the boardBoard of directorsDirectors will take the required measures to protect the interest of the optionees in the conditions set forth in Article L. 228-99 of the French Commercial Code. Governing Law. The stock options are governed by the laws of France. U.S. Tax Limitations on incentive stock options. The aggregate fair market value, determined at the time of grant, of our ordinary sharesOrdinary Shares issuable under incentive stock options that are exercisable for the first time by an optionee during any calendar year under all of our Stock Option Plans may not exceed $100,000. Stock options, or portions thereof, that exceed such limit will generally be treated as non-statutory share options. No incentive stock option may be granted to any person who, at the time of the grant, owns or is deemed to own shares possessing more than 10% of our total combined voting power or that of any of our affiliates unless (1) the exercise price is at least 110% of the fair market value of the shares subject to the stock options on the date of grant and (2) the term of the incentive stock option does not exceed five years from the date of grant. Certain Federal Income Tax Consequences for U.S. Taxpayers The following is a summary of certain U.S. federal income tax consequences of an award of employee share options granted under the delegation under this Proposal No. 36,26, the material terms of which isare discussed above. It does not purport to be a complete description of all applicable rules, and those rules (including those summarized here) are subject to change. The summary discusses only U.S. federal income tax laws and does not discuss any state or local or non-U.S. tax laws that may be applicable. Incentive stock optionsStock Options An optionee recognizes no taxabledoes not recognize income for regular income tax purposes as a result of the grant or exercise of ana stock option that qualifies as an incentive stock option under Section 422 of the Code. However, the exercise of an incentive stock option may result in the recognition of income for purposes of the alternative minimum tax imposed under the Code, as described below. If an optionee exercises the option and then later sells or otherwise disposes of the ordinary Shares acquired through the exercise of the option after both the two-year anniversary of the date the option was granted and the one-year anniversary of the date of exercise, the optionee will recognize a capital gain or loss equal to the difference between the sale price of the ordinary Shares and the exercise price, and we will not be entitled to any deduction for federal income tax purposes. However, if the optionee disposes of such ordinary Shares either on or beforeeither the two-year anniversary of the date of grant or on or before the one-year anniversary of the date of exercise (a “disqualifying disposition”), any gain up to the excess of the fair market value of the ordinary sharesOrdinary Shares on the date of exercise over the exercise 93
price generally will be taxed as ordinary income, unless the ordinary sharesOrdinary Shares are disposed of in a transaction in which the participant would not recognize a loss (such as a gift). Any gain in excess of that amount will be a capital gain. If a loss is recognized, there will be no ordinary income, and such loss will be a capital loss. Any ordinary income recognized by the optionee upon the disqualifying disposition of the ordinary sharesOrdinary Shares generally should be deductible by us for federal income tax purposes, except to the extent such deduction is limited by applicable provisions of the Code. For purposes of the alternative minimum tax, the difference between the option exercise price and the fair market value of the ordinary Shares on the exercise date is treated as an adjustment item in computing the optionee’s alternative minimum taxable income in the year of exercise. In addition, special alternative minimum tax rules may apply to certain subsequent disqualifying dispositions of the Ordinary Shares or provide certain basis adjustments or tax credits. Non-statutoryNon-Statutory Stock Options
An optionee generally recognizes no taxable income as the result of the grant of such ana non-statutory employee share option. However, upon exercising the option, the optionee normally recognizes ordinary income equal to the amount that the fair market value of the ordinary Shares on such date exceeds the exercise price. If the optionee is or was an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of the ordinary sharesOrdinary Shares acquired by the exercise of a non-statutory stock option, any gain or loss (based on the difference between the sale price and the fair market value on the exercise date) will be taxed as capital gain or loss. No tax deduction is available to us with respect to the grant of a non-statutory stock option or the sale of the ordinary shares acquired through the exercise of the non-statutory stock option. New Plan Benefits Awards of stock options are within the discretion of our boardBoard of directors.Directors. As a result, the benefits or amounts that will be awarded or allocated thereunder are not determinable at this time. This authorization,delegation supersedes, as from the date hereof, the unused portion, if any, of the delegation of authority granted by the General Meeting of April 12, 2023, in its thirty-fifth resolution. For the full text of Proposal No. 35, please see Annex A. Vote Required Proposal No. 35 requires the affirmative vote of a 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. The votes cast will not include those attached to shares for which the partshareholders did not used, if applicable, supersedes anyparticipate in the vote, abstained or voted blank or void. Abstentions will not be counted as votes cast and all relevant prior authorizations.will have no effect on the outcome of the votes. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 35. 94
PROPOSALS NOS. 36 AND 37: AMENDMENT OF THE BY-LAWS The Board proposes that the shareholders decide to ratify the decision of the Board of Directors to transfer the headquarters, with effect from April 16, 2024, from 177-181, avenue Pierre Brossolette – 92120 Montrouge, France, to the following address: 107, avenue de la République, 92320 Châtillon, France and to amend Article 3 of the Company’s bylaws accordingly. For the full text of Proposals No. 36 and No. 37, please see Annex A. Vote Required Proposals No. 36 and 37 require the affirmative vote of a 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. The votes cast will not include those attached to shares for which the shareholders did not participate in the vote, abstained or voted blank or void. Abstentions will not be counted as votes cast and will have no effect on the outcome of the votes. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS NOS. 36 AND 37. 95
PROPOSAL NO. 36: RATIFICATION OF THE TRANSFER OF THE HEADQUARTER DECIDED BY THE BOARD OF DIRECTORS The Board proposes that the shareholders decide to ratify the decision of the Board of Directors to transfer the headquarters, with effect from April 16, 2024, from 177-181, avenue Pierre Brossolette – 92120 Montrouge, France, to the following address: 107, avenue de la République, 92320 Châtillon, France. For the full text of Proposal No. 36, please see Annex A. Vote Required Proposal No. 36 requires the affirmative vote of a 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. The votes cast will not include those attached to shares for which the shareholdershareholders did not participate in the vote, abstained or voted blank or void. Abstentions will not be counted as votes cast and will have no effect on the outcome of the votes. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 36. 96
PROPOSAL NO. 37: AMENDMENT OF ARTICLE 133 OF THE BY-LAWS The Board proposes that the shareholders, approve an amendment to Article 13as a consequence of the bylaws: To raise the age limit for the Chairmanadoption of the Board of Directors from seventy to seventy-five.
| • | | To amendparagraph 2 of Article 13 of the by-laws of the Company accordingly and as follows:
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“No one may be appointed Chairman if he has reached the age of 75. If the Chairman in office reaches this age during a fiscal year, his duties automatically terminate at the endthirty-sixth resolution, amend Article 3 of the annual Ordinary Shareholders’ Meeting called to approve the financial statements for that fiscal year.”Bylaws, which shall henceforth read as follows:
“Article 3 – Registered office The other provisions of Article 13 of the Company’s bylaws remain unchanged. The Board believes that increasing the mandatory retirement ageregistered office is important to attract and retain talent on the Board, including the Chairman of the Board, and to maintain continuity of informed, engaged directors with the level of experience and expertise to serve the best interests of the company and its stockholders.located at: 107, avenue de la République, 92320 Châtillon, France”
For the full text of Proposal No. 37, please see Annex A. Vote Required Proposal No.Nos. 37 requires the affirmative vote of a 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. The votes cast will not include those attached to shares for which the shareholdershareholders did not participate in the vote, abstained or voted blank or void. Abstentions will not be counted as votes cast and will have no effect on the outcome of the votes. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NOS. 37. 97
PROPOSAL NO. 38: POWERS TO COMPLETE FORMALITIES The Board proposes the shareholders grant all powers to the bearer of an original, a copy or an excerpt of the minutes of the Annual General Meeting to carry out all mandatory formalities with respect to registration and publication. For the full text of Proposal No. 38 please see Annex A. Vote Required Proposal No. 38 requires the affirmative vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon. The votes cast will not include those attached to shares for which the shareholdershareholders did not participate in the vote, abstained or voted blank or void. Abstentions will not be counted as votes cast and will have no effect on the outcome of the votes. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 38. 98
CODE OF BUSINESS CONDUCT AND ETHICS We have adopted a Code of Business Conduct and Ethics, or the Code of Conduct,Ethics, that is applicable to all of our employees, executive officers and directors. A copy of the Code of ConductEthics is available on our website at www.dbv-technologies.com.https://www.dbv-technologies.com/investor-relations/corporate-governance. Disclosure regarding any amendments to, or waivers from, provisions of the code of business conduct and ethics that apply to our directors, principal executive officer or principal financial officer will be included in a Current Report on Form 8-K within four business days following the date of the amendment or waiver, unless website posting or the issuance of a press release of such amendments or waivers is then permitted by the rules of the Nasdaq Stock Market.Nasdaq. OTHER MATTERS Fiscal Year 20202024 Annual Report and SEC Filings Our financial statements prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”) for our fiscal year ended December 31, 20202023, are included in our Annual Report on Form 10-K, which we will mail to shareholders at the same time as this proxy statement. This proxy statement and our annual report are posted on the Investors and Media section of our website at https://www.dbv-technologies.com/investor-relations and are available from the SEC at its website at www.sec.gov. www.sec.gov. You may also obtain a copy of our annual report without charge by sending a written request until April 15, 2024 to DBV Technologies S.A., Attention: Legal Department, 177-181 avenue Pierre Brossolette 92120 Montrouge, France and from April 16, 2024 to DBV Technologies S.A., Attention: Legal Department, 107 avenue de la République 92320 Châtillon, France. * * * Our boardBoard of directorsDirectors knows of no other business which will be presented to the annual meeting. If any other business is properly brought before the annual meeting, proxies will be voted in accordance with the judgment of the persons named therein. SHAREHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR Shareholders who requested that items or draft resolutions be included on the agenda must send to the Company, marked for the attention of Legal Department, a new certificate of ownership for the same accounts, by midnight,zero hour Paris time, of the second business day preceding Shareholders’Annual General Meeting. The preparatory documents for the Annual General Meeting specified in Article R. 225-73-122-10-23 of the French Commercial Code are available online on the Company’s website (https://www.dbv-technologies.com) since the twenty-first day prior to the Meeting. In addition, shareholders may ask the company to send them the documents and information mentioned in Articles R. 225-81 and R. 225-83 of the French Commercial Code, up to and including the fifth day before the Annual General Meeting, preferably by e-mail to the following address: investors@dbv-technologies.com. The shareholders are invited to indicate in their request the e-mail address to which these documents may be sent to them so that the company may validly send the said documents by e-maile-mail. in accordance with Article 3 of the aforementioned Order. Holders of bearer shares must provide proof of such status by sending a certificate of registration in an account. In accordance with Article R. 225-84 of the French Commercial Code, any shareholder may submit, to the Chairman of the Company’s Board of Directors, questions in writing until the fourth business day preceding the date of the Shareholders’Annual General Meeting, in this case until May 10, 2024, 11:59 p.m. Paris time on Monday, May 17, 2021.time. Such written questions must be preferably sent by electronic telecommunication to the following address investors@dbv-technologies.com or by fax to 01.43.26.10.83 (or either by registered mail including a receipt confirmation form, addressed to the registered office).office. They must be accompanied by a certificate of account registration. THE BOARD OF DIRECTORS Montrouge, France April , 20218, 2024 99
Annex A ENGLISH TRANSLATION OF FULL TEXT OF RESOLUTIONS TO BE VOTED ON AT THE ANNUAL GENERAL MEETING Please note that because we are a French company, the full text of the resolutions included in this Annex A has been translated from French. In the case of any discrepancy between this version and the French version, the French version will prevail. RESOLUTIONS SUBMITTED TO THE COMBINED SHAREHOLDERS’ MEETING OF May 19, 2021MAY 16, 2024 Ordinary resolutions:
| 1. | Approval of the annual financial statements for the year ended on December 31, 2020,
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| 2. | Approval of the consolidated financial statements for the year ended on December 31, 2020,
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| 3. | Allocation of income for the year ended on December 31, 2020,
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| 4. | Allocation of the accumulated deficit to the “Additional paid-in capital”,
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| 5. | Statutory auditors’ special report on regulated agreements and acknowledgement of the absence of new regulated agreements,
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| 6. | Renewal of the term of office of Julie O’Neill as director,
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| 7. | Renewal of the term of office of Viviane Monges as director,
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| 8. | Appointment of Ms. Adora Ndu to replace Mr. Torbjorn Bjerke as director,
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| 9. | Appointment of Mr. Ravi Rao as director,
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| 10. | Ratification of the provisional appointment of Timothy E. Morris as director,
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| 11. | Determination of the annual fixed sum to be allocated to the members of the Board of Directors,
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| 12. | Approval of the compensation policy for the Chairman of the Board of Directors and for the Board members,
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| 13. | Approval of the compensation policy for the Chief Executive Officer and/or any other executive corporate officer,
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| 14. | Advisory opinion on the compensation of named executive officers other than the Chief Executive Officer,
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| 15. | Advisory opinion on the opportunity to consult shareholders each year on the compensation paid by the Company to named executive officers other than the Chief Executive Officer,
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| 16. | Advisory opinion on the opportunity to consult shareholders every two years on the compensation paid by the Company to named executive officers other than the Chief Executive Officer,
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| 17. | Advisory opinion on the opportunity to consult shareholders every three years on the compensation paid by the Company to named executive officers other than the Chief Executive Officer,
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| 18. | Approval of the information set out in section I of Article L.22-10-9 of the French Commercial Code,
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| 19. | Approval of the fixed, variable and non-recurring components of overall compensation and benefits of all types paid or assigned during the year ended to Michel de Rosen, Chairman of the Board of Directors,
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| 20. | Approval of the fixed, variable and non-recurring components of overall compensation and benefits of all types paid or assigned during the year ended to Daniel Tassé, Chief Executive Officer,
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| 21. | Approval of the fixed, variable and non-recurring components of overall compensation and benefits of all types paid or assigned during the year ended to Marie-Catherine Théréné, Deputy Chief Executive Officer until September 17, 2020,
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| 22. | Authorization to be granted to the Board of Directors to buy back company shares on the Company’s behalf pursuant to Article L. 22-10-62 of the French Commercial Code, length of authorization, purpose, terms, and maximum amount, suspension during a public offering period,
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Extraordinary resolutions:
| 23. | Authorization to be granted to the Board of Directors for the company to cancel the shares bought back pursuant to Article L. 22-10-62 of the French Commercial Code, length of authorization, maximum amount, suspension during a public offering period,
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| 24. | Delegation of powers to the Board of Directors to issue ordinary shares, giving, as necessary, access to ordinary shares or to the allocation of debt securities (of the Company or of a Group company) and/or securities giving access to ordinary shares (of the Company or of a Group company) with pre-emptive rights, suspension during a public offering period,
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| 25. | Delegation of powers to be granted to the Board of Directors to issue ordinary shares giving access, as the case may be, to ordinary shares or to the allocation of debt securities (of the Company or a group company), and/or securities giving access to ordinary shares (of the Company or a group company), without pre-emptive rights, by means of a public offer (excluding the offers set out in section 1 of Article L.411-2 of the French Monetary and Financial Code), and/or as consideration for securities in the context of a public exchange offer, suspension during a public offering period,
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| 26. | Delegation of powers to be granted to the Board of Directors to issue ordinary shares giving access, as the case may be, to ordinary shares or to the allocation of debt securities (of the Company or a group company), and/or securities giving access to ordinary shares (of the Company or a group company), without pre-emptive rights, by means of a public offer referred to in paragraph 1 of Article L.411-2 of the French Monetary and Financial Code, suspension during a public offering period,
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| 27. | Authorization, in the event of an issue without pre-emptive rights, to set the issue price according to the terms set by the General Meeting, within a limit of 10% of the capital per year,
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| 28. | Delegation of powers to be granted to the Board of Directors to issue ordinary shares, giving, if applicable, access to ordinary shares or the allocation of debt securities (of the Company or a group company) and/or securities giving access to ordinary shares (of the Company or a group company), with pre-emptive subscription rights waived in favor of categories of persons with certain characteristics, suspension during a public offering period,
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| 29. | Authorization to increase the total amount of issues,
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| 30. | Delegation of powers to be granted to the Board of Directors for the purpose of deciding on any merger-absorption, demerger, or partial contribution of assets,
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| 31. | Delegation of powers to be granted to the Board of Directors to issue ordinary shares giving access to ordinary shares or to the allocation of debt securities (of the Company or of a Group company), and/or securities giving access to ordinary shares (of the Company or of a Group company), in the context of a merger, demerger or partial contribution of assets decided by the Board of Directors pursuant to the delegation referred to in the thirtieth resolution, suspension during a public offering period,
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| 32. | Overall limit on the maximum authorized amounts set under the 25th, 26th, 28th and 31st resolutions of this Meeting and the 28th resolution of the General Meeting of April 20, 2020,
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| 33. | Delegation of powers to the Board of Directors to issue stock warrants (BSA), subscription and/or acquisition of new and/or existing stock warrants (BSAANE) and/or subscription and/or acquisition of new and/or existing redeemable stock warrants (BSAAR) with cancellation of preferential subscription rights, reserved for a category of persons, suspension during a public offering period,
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| 34. | Delegation of powers to be granted to the Board of Directors to increase the share capital by means of the issue of ordinary shares and/or securities giving access to capital, with pre-emptive subscription rights waived in favor of members of a company savings plan pursuant to Articles L.3332-18 et seq. of the French Labor Code,
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| 35. | Authorization to be granted to the Board of Directors to allocate free existing and/or future shares to members of staff and/or certain corporate officers of the Company or related companies or economic interest groups, with shareholders waiving their pre-emptive rights, length of authorization, maximum amount, duration of vesting periods specifically in respect of disability and, if applicable, holding periods,
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| 36. | Authorization to be granted to the Board of Directors to grant share subscription and/or purchase options (stock options) to members of staff and/or certain corporate officers of the company or related companies or economic interest groups, with shareholders waiving their pre-emptive rights, length of authorization, maximum amount, strike price, maximum term of the option,
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| 37. | Amendment of Article 13 of the by-laws in order to set the age limit for the Chairman of the Board of Directors at 75 years of age, and,
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| 38. | Powers to complete formalities.
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Text of draft resolutions
Ordinary resolutions:
First Resolution – Approval of the annual financial statements for the year ended December 31, 20202023 The General Meeting, acting in accordance with the quorum and majority requirements for ordinary shareholders’ meetings and having reviewed the report of the Board of Directors and the Statutory Auditors’ special report on the financial year ended December 31, 2020,2023, approves the annual financial statements for the financial year ended on that date, as they were presented, as well as the transactions reflected in these accounts and summarized in these reports showing a loss (group part) of (139,397,433.28)61,327,401 euros. Second Resolution – Approval of the consolidated financial statements for the year ended December 31, 20202023 The General Meeting acting in accordance with the quorum and majority requirements for ordinary shareholders’ meetings and having reviewed the report of the Board of Directors and the Statutory Auditors’ special report on the consolidated financial statements as of December 31, 2020,2023, approves these financial statements as they were presented, which record a loss (group share) of (159,373,630) dollars.72,710,490 dollars, as well as the transactions reflected in these accounts and summarized. Third Resolution – Allocation of income for the year ended on December 31, 2020.2023 The General Meeting, acting in accordance with the quorum and majority requirements for ordinary shareholders’ meetings on the proposal of the Board of Directors, decides to fully allocate the whole of the loss for the financial year ended December 31, 2020,2023, totaling of (139,397,433.28)61,327,401 euros, to the “losses brought forward” line, which would consequently change fromresult in a negative balance of (556,177,697.08) euros to a negative balance of (695,575,130.36)61,327,401 euros. Pursuant to Article 243 of the French General Tax Code, the Meeting notes that it was reminded that no distribution of dividends or income has occurred in the past three financial years. Fourth Resolution – Allocation of the accumulated deficit to the “Additional paid-in capital” The General Meeting, acting in accordance with the quorum and majority requirements for ordinary meetings, and having considered the report of the Board of Directors, notes that the retained earnings account is in debit by 695,575,130.3661,327,401 euros after appropriation of the net result for the year ended December 31, 2020,2023, decides to charge the entirety of the aforementioned retained earnings account to the share premium account, which, before this charge, amounts to 860,890,979.5596,522,835.45 euros, and notes that, as a result of this charge, the share premium account shows a credit balance of 165,315,849.1935,195,434.45 euros, and that the retained earnings account is thus completely cleared. Fifth Resolution – Statutory auditors’ special report on regulated agreements and acknowledgement of the absence of new regulated agreements.agreements The General Meeting acting in accordance with the quorum and majority requirements for ordinary shareholders’ meetings and having reviewed the report of the Board of Directors and the Statutory Auditors’ special report on related-party agreements presented to it, notes the absence of any new regulated agreements.agreements entered into in 2023. 100
Sixth Resolution – Renewal of Mrs.Ms. Adora Ndu, as director The General Meeting acting in accordance with the quorum and majority requirements for ordinary shareholders’ meetings and having reviewed the report of the Board of Directors, decides to renew the term as Director of Adora Ndu, for a period of three years, to expire at the end of the General Meeting to be held in 2027 to approve the financial statements for the previous financial year. Seventh Resolution – Renewal of Ms. Julie O’NEILL,O’Neill, as director The General Meeting acting in accordance with the quorum and majority requirements for ordinary shareholders’ meetings and having reviewed the report of the Board of Directors, decides to renew the term as Director of Julie O’Neill, for a period of three years, to expire at the end of the General Meeting to be held in 20242027 to approve the financial statements for the previous financial year. SeventhEighth Resolution – Renewal of Mrs. Viviane MONGES,Ms. Danièle Guyot-Caparros, as director
The General Meeting acting in accordance with the quorum and majority requirements for ordinary shareholders’ meetings and having reviewed the report of the Board of Directors, decides to renew the term as Director of Viviane Monges,Danièle Guyot-Caparros, for a period of three years, to expire at the end of the General Meeting to be held in 20242027 to approve the financial statements for the previous financial year. EighthNinth Resolution – AppointmentRenewal of Mrs. Adora Ndu to replace Mr. Torbjorn BjerkeRavi M.Rao, as director
The General Meeting acting in accordance with the quorum and majority requirements for ordinary shareholders’ meetings and having reviewed the report of the Board of Directors, decides to appoint Mrs. Adora Ndurenew the term as Board Member, in replacementDirector of Mr. Torbjorn Bjerke whose mandate has expired,Ravi M.Rao, for a period of three years, to expire at the end of the General Meeting to be held in 20242027 to approve the financial statements for the previous financial year. Ninth Resolution – Appointment of Mr. Ravi Rao as director
The General Meeting acting in accordance with the quorum and majority requirements for ordinary shareholders’ meetings and having reviewed the report of the Board of Directors, decides, subject to the adoption of the 8th Ordinary Resolution of this General Meeting, to appoint Mr. Ravi Rao as Board Member, for a period of three years, to expire at the end of the General Meeting to be held in 2024 to approve the financial statements for the previous financial year.
Tenth resolution – Ratification of the provisional appointment of Mr. Timothy E. Morris as director, The General Meeting acting in accordance with the quorum and majority requirements for ordinary shareholders’ meetings and having reviewed the report of the Board of Directors, ratifies the appointment of Mr. Timothy E. Morris as Board Member, made provisionally by the Board of Directors to replace Mrs. Claire Giraut following her resignation.
Consequently, Mr. Timothy E. Morris will go about his duties for the remaining term of the appointment of his predecessor, namely until the Meeting to be held in 2022 to approve the financial statements for the previous financial year.
Eleventh resolution – Determination of the annual fixed amount to be allocated to the members of the Board of directors,
The General Meeting acting in accordance with the quorum and majority requirements for ordinary shareholders’ meetings and having reviewed the report of the Board of Directors, sets the total annual amount of the Board members’ fees to be allocated to the Board of Directors from €600,000 to €800,000 for the current financial year and for future financial years until otherwise decided by a new General Meeting.
Twelfth Resolution – Approval of the information set out in section I of Article L.22-10-9 of the French Commercial Code on the compensation policyof corporate officers for the Chairman of the Board of Directors and for the directorsyear 2023
The General Meeting acting in accordance with the quorum and majority requirements for ordinary shareholders’ meetings, having reviewed the report of the Board of Directors and acting pursuant to Article L. 22-10-8 of the French Commercial Code, approves the compensation policy for the Chairman of the Board of Directors, as detailed in paragraph 4.1.3.1 of the report on corporate governance referred to in the Universal Registration Document 2020. Thirteenth Resolution – Approval of the compensation policy for the Chief Executive Officer and/or any other executive corporate officer
The General Meeting, acting in accordance with the quorum and majority requirements for ordinary shareholders’ meetings, having reviewed the report of the Board of Directors and acting pursuant to Article L. 22-10-8L.225-37 of the French Commercial Code, approves the compensation policy for the Chief Executive Officer and/or any other executive corporate officer, as detailed in paragraph 4.1.3.1 of the report on corporate governance in the Universal Registration Document 2020.
Fourteenth Resolution – Advisory opinion on the compensation of named executive officers other than the Chief Executive Officer
The General Meeting, acting in accordance with the quorum and majority requirements for ordinary shareholders’ meetings, having reviewed the report of the Board of Directors and acting pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act—Section 951, approves, on a non-binding advisory basis, the compensation policy applicable to Sébastien Robitaille and Pharis Mohideen, named executive officers and members of the Company’s executive committee, as presented in the report of the Board of Directors to this General Meeting in paragraph 8 and in the Company’s Proxy Statement.
Fifteenth resolution – Advisory opinion on the opportunity to consult shareholders each year on the compensation paid by the Company to named executive officers other than the Chief Executive Officer
The General Meeting, acting in accordance with the quorum and majority requirements for ordinary shareholders’ meetings, having reviewed the report of the Board of Directors, pursuant to U.S. regulations under the U.S. Securities Exchange Act declares that it is in the best interests of the shareholders of the Company that the shareholders be consulted every year to approve, on a non-binding advisory basis, the compensation paid by the Company to the named executive officers other than the Chief Executive Officer, as detailed in paragraph 8 of the Board of Directors’ report and in the Company’s Proxy Statement..
Sixteenth resolution – Advisory opinion on the opportunity to consult shareholders every two years on the compensation paid by the Company to named executive officers other than the Chief Executive Officer,
The General Meeting, acting in accordance with the quorum and majority requirements for ordinary shareholders’ meetings, having reviewed the report of the Board of Directors, pursuant to U.S. regulations under
the U.S. Securities Exchange Act, declares that it is in the best interests of the shareholders of the Company that the shareholders be consulted every two years to approve, on a non-binding advisory basis, the compensation paid by the Company to the named executive officers other than the Chief Executive Officer, as detailed in paragraph 8 of the Board of Directors’ report and in the Company’s Proxy Statement.
Seventeenth resolution – Advisory opinion on the opportunity to consult shareholders every three years on the compensation paid by the Company to named executive officers other than the Chief Executive Officer
The General Meeting, acting in accordance with the quorum and majority requirements for ordinary shareholders’ meetings, having reviewed the report of the Board of Directors, pursuant to U.S. regulations under the U.S. Securities Exchange Act declares that it is in the best interest of the shareholders of the Company that the Shareholders be consulted every three years to approve, on a non-binding advisory basis, the compensation paid by the Company to the named executive officers other than the Chief Executive Officer, as detailed in paragraph 8 of the Board of Directors’ report and in the Company’s Proxy Statement.
Eighteenth Resolution – Approval of the information set out in section I of Article L.22-10-9 of the French Commercial Code
The General Meeting, acting in accordance with the quorum and majority requirements for ordinary shareholders’ meetings, having reviewed the report of the Board of Directors and acting pursuant to Article L.22-10-34 of the French Commercial Code, approves the information set out in section I of Article L.22-10-9 of the French Commercial Code, as detailed in paragraph 4.1.3.4 of the report on corporate governance report, contained in paragraph 3.4 of the Universal Registration Document 2020.2023.
NineteenthEleventh Resolution – Approval of the fixed, variable and non-recurring components of overall compensation and benefits of all types paid or assigned during the year ended December 31, 2023, to Mr. Michel de Rosen, Chairman of the Board of Directors
The General Meeting, acting in accordance with the quorum and majority requirements for ordinary shareholders’ meetings, having reviewed the report of the Board of Directors and acting pursuant to Article L. 22-10-34 II of the French Commercial Code, approves the fixed, variable and non-recurring components of overall compensation and benefits of all types paid or assigned during the year ended to Michel de Rosen, Chairman of the Board of Directors, as detailed in the corporate governance report, contained in paragraph 103.4 of the Board of Directors’ report.Universal Registration Document 2023. TwentiethTwelfth Resolution – Approval of the fixed, variable and non-recurring components of overall compensation and benefits of all types paid or assigned during the year ended December 31, 2023, to Mr. Daniel Tassé, Chief Executive Officer
The General Meeting, acting in accordance with the quorum and majority requirements for ordinary shareholders’ meetings, having reviewed the report of the Board of Directors and acting pursuant to 101
Article L. 22-10-34 II of the French Commercial Code, approves the fixed, variable and non-recurring components of overall compensation and benefits of all types paid or assigned during the year ended to Daniel Tassé, Chief Executive Officer, as detailed in the corporate governance report, contained in paragraph 103.4 of the Board of Directors’ report.Universal Registration Document 2023. Twenty-firstThirteenth Resolution – ApprovalAdvisory opinion on the compensation of named executive officers other than the fixed, variable and non-recurring components of overall compensation and benefits of all types paid or assigned during the year ended to Marie-Catherine Théréné, Deputy Chief Executive Officer until September 17, 2020,
The General Meeting, acting in accordance with the quorum and majority requirements for ordinary shareholders’ meetings, having reviewed the report of the Board of Directors and acting pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act – Section 951, approves, on a non-binding advisory basis, the compensation policy applicable to Virginie Boucinha and Pharis Mohideen, named executive officers and members of the Company’s executive committee, as detailed in the corporate governance report, contained in paragraph 3.4 of the Universal Registration Document 2023. Fourteenth Resolution – Approval of the compensation policy for the Chairman of the Board of Directors for the year ending December 31, 2024 The General Meeting, acting in accordance with the quorum and majority requirements for ordinary shareholders’ meetings, having reviewed the report of the Board of Directors and the report on corporate governance referred to in Article L.225-37 of the Commercial Code, describing the elements of the compensation policy for corporate officers, and acting pursuant to Article L. 22-10-3422-10-8 II of the French Commercial Code, approves the fixed, variable and non-recurring componentscompensation policy for the Chairman of overall compensation and benefitsthe Board of all types paid or assigned duringDirectors for the year endedending December 31, 2024, as detailed in the corporate governance report, contained in paragraph 3.4 of the Universal Registration Document 2023. Fifteenth Resolution – Approval of the compensation policy for the Directors for the year ending December 31, 2024 The General Meeting, acting in accordance with the quorum and majority requirements for ordinary shareholders’ meetings, having reviewed the report of the Board of Directors and the report on corporate governance referred to Marie-Catherine Théréné,in Article L.225-37 of the Commercial Code, describing the elements of the compensation policy for corporate officers, and acting pursuant to Article L. 22-10-8 II of the French Commercial Code, approves the compensation policy for the Directors for the year ending December 31, 2024, as detailed in the corporate governance report, contained in paragraph 3.4 of the Universal Registration Document 2023. Sixteenth Resolution – Approval of the compensation policy for the Chief Executive Officer and Deputy Chief Executive Officer until September 17, 2020, as detailedfor the year ending December 31, 2024 The General Meeting, acting in paragraph 10accordance with the quorum and majority requirements for ordinary shareholders’ meetings, having reviewed the report of the Board of Directors’ report. Twenty-secondSeventeenth Resolution – Authorization to be granted to the Board of Directors to buy back company shares on the Company’s behalf pursuant to Article L. 22-10-62L.22-10-62 of the French Commercial Code suspension during a public offering period,
The General Meeting, acting in accordance with the quorum and majority requirements for ordinary shareholders’ meetings, and having reviewed the report of the Board of Directors: authorizes the Board of Directors, empowers it,with the option of sub-delegation under the conditions provided for by law, for a period of eighteen (18) months from the date of this General Meeting, pursuant to Articles L. 22-10-62 et seq. of the French Commercial Code and Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014, to buy back, on one or more occasions and at the times of its choosing, company shares up to the limit of 5% of the share capital, adjusted, if necessary, to take into account any increase or reduction in capital that may have taken place during the course of the program. This authorization cancels, up to the amount of the unused part, the authorization granted to the Board of Directors under the twenty-first ordinary resolution of the General Meeting of April 20, 2020.
The shares may be bought back in order to:
support the secondary market for or the liquidity of DBV TECHNOLOGIES shares through a liquidity agreement with an investment service provider, in accordance with the standard practice accepted by the regulations, in which context, the number of shares taken into account for the calculation of the aforementioned limit corresponds to the number of shares purchased, after deduction of the number of shares resold;
hold the purchased shares and ultimately return them for future exchange or as payment under external growth transactions;102
| provisions of Articles L225-210 and seq. and L.22-10-62 and seq. of the French Commercial Code, Articles 241-1 to 241-5 of the General Regulations of the Autorité des Marchés Financiers (AMF) and Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16, 2014 on market abuse, to purchase or arrange for the purchase of shares in the Company, |
provide coverage to meet obligations arising from stock option plans and/or free share allocation plans (or similar plans) for the group’s employees and/or corporate officers, as well as all share allocations arising under company or group employee savings plans (or similar plans), employee profit-sharing plans and/or any other form of share allocation arrangement for the group’s employees and/or corporate officers;
hedge the securities giving access to the company’s shares, pursuant to current regulations;
where applicable, cancel the shares acquired, subject to the authorization granted under the twenty-third extraordinary resolution of this General Meeting.
Thedecides that acquisition, sale, exchange or transfer of these shares may be executed by any means, including through the purchase of share blocks, at the time deemed appropriate, excluding periods of public offers on the Company’s share capital, and by any means, on one or more occasions, notably on the market or over-the-counter, including by acquisition or sale of blocks or public offers, using option or derivative mechanisms, under the conditions provided for by the Board of Directors.market authorities and in compliance with applicable regulations,
The Board
the shares may not, withoutbe bought back in order to: support the prior authorizationsecondary market or the liquidity of the Shareholders’ Meeting, use this authorization duringCompany’s shares through a public offer period initiatedliquidity agreement with an investment service provider, acting independently, in accordance with the standard practice accepted by a third party for the AMF, implement all stock option plans (or similar plans), all free share allocation plans (or similar plans), all employee savings plans (or similar plans) or all other allocations of shares to employees and managers of the Company untilor its affiliates, as well as to carry out all hedging operations relating to these transactions under the endconditions and in accordance with the provisions of the offer period.applicable laws and regulations, The company does not intend
remit shares on the exercise of rights attached to use optionssecurities giving access to the capital, and to carry out all hedging operations relating to these transactions under the conditions and in accordance with the provisions of the applicable laws and regulations, purchase shares to be held and subsequently exchanged or derivatives.paid for in connection with any external growth, merger, demerger or contribution transactions, The
where applicable, cancel all or part of the shares acquired, or more generally, to operate for any purpose that may be authorized by law or any market practice that may be permitted by the market authorities, it being specified that, in such a case, the Company would inform its shareholders by way of a press release, decides to set the maximum purchase price is set(excluding charges) at €10025 euros per share (excluding charges). In(or the equivalent of this amount on the same date in any other currency), with an overall ceiling of 240,000,000 euros, it being specified that this maximum purchase price will be subject to any necessary adjustments in order to take account of capital transactions (in particular in the event of a capital transaction, in particular a stock split or reverse split, or the incorporation of reserves and the free allocation of free shares, to shareholders,splits or consolidation of shares) which would occur during the abovementioned amount willperiod of validity of this authorization, resolves that the maximum number of shares that may be adjusted inpurchased under this resolution may not, at any time, exceed five percent (5%) of the same proportions (multiplier coefficient equal to the ratio between thetotal number of shares comprising the share capital beforeat the transaction anddate of purchase, this percentage being applied to a share capital figure adjusted to take account of transactions affecting it subsequent to this General Meeting, it being specified that (i) when the shares are purchased in order to promote the liquidity of the Company’s shares the number of shares aftertaken into account for the transaction).calculation of this limit will correspond to the number of shares purchased less the number of shares resold during the term of the authorization, and (ii) when they are purchased with a view to their retention and subsequent remittance in payment or exchange in the context of a merger, demerger or contribution, the number of shares purchased may not exceed five percent (5%) of the total number of shares, The maximum transaction amount is set at €150,000,000 (excluding charges).
The General Meeting hereby authorizesgrants full powers to the Board of Directors, with the option of sub-delegation under the conditions provided for by law, to carry out these transactions, setimplement the terms and methods thereof, finalize all agreements and complete all formalities when necessary.present authorization, in particular to judge the appropriateness
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| of launching a share buyback program and to determine the terms and conditions thereof, to place all stock market orders, and to sign all deeds of sale or transfer enter into any agreements, liquidity contracts or option contracts, make any declarations to the Autorité des Marchés Financiers and any other body, and carry out any necessary formalities, in particular to allocate or reallocate the shares acquired for the various formalities, and, in general, to do all that is necessary, |
Extraordinary resolutions:
notes that the Board of Directors must inform the ordinary Shareholders’ Meeting, in accordance with the law, of transactions carried out under this authorization, terminates, with immediate effect, the unused portion of the authorization granted by the General Meeting of April 12, 2023, in its eighteenth resolution to purchase shares of the Company. Twenty-third resolutionEighteenth Resolution – AuthorizationDelegation to be granted to the Board of Directors for the company to cancel the shares bought back pursuant to Article L. 22-10-62L.22-10-62 of the French Commercial Code length of authorization, maximum amount, suspension during a public offering period,
The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary shareholders’ meetings and having reviewed the Board of Directors’ report and the Statutory Auditors’ report: authorizes the Board of Directors, in accordance with Article L. 22-10-62 of the French Commercial Code, for a period of eighteen (18) months from the date of this meeting, to cancel, on one or more occasions, within the maximum limit of 10% of the amount of the share capital per period of twenty-four (24) months, all or part of the shares acquired by the Company under the share repurchase program authorized by the seventeenth resolution submitted to this General Meeting or under share repurchase programs authorized previously or subsequently, and to reduce the share capital accordingly, in the proportions and at the times it deems appropriate, it being specified that this limit applies to the amount of the share capital on the date of the reduction, decides that any excess of the purchase price of the shares over their nominal value shall be charged to the share, merger or contribution premiums or to any available reserve premium, including the legal reserve, subject to this not falling below 10% of the Company’s share capital after completion of the capital reduction, to proceed with the capital reduction resulting from the cancellation of ordinary shares, to determine the final amount of the capital reduction, to set the terms and conditions thereof and to record the completion thereof and to carry out all acts, formalities or declarations with a view to making final the capital reductions that could be carried out under this authorization and for the purpose of amending the Company’s bylaws accordingly. terminates, with immediate effect, the unused portion of the authority granted by the General Meeting of April 12, 2023, in its nineteenth resolution to cancel shares of the Company. Nineteenth Resolution – Reverse split of the Company’s shares by allocation of one new share with a par value of €1 for ten (10) existing shares with a par value of €0.10 each and delegation of powers to the Board of Directors for the purpose of implementing the reverse split The General Meeting, acting under the conditions of quorum and majority required for extraordinary general meetings, having acknowledged the Board of Directors’ report, in accordance with articles 6 of Decree no. 48-1683 of October 30, 1948, R. 228-12 of the French Commercial Code and L. 228-29-1 et seq. of the French Commercial Code: | 1) | Authorizesdecides, in accordance with the Board of Directorsterms and conditions set out below, to cancel, at its discretion, on one or more occasions, up to 5%carry out a reverse split of the ordinary shares comprising the Company’s share capital calculated onso that ten (10) ordinary shares with a par value of €0.10 each (the “Existing Shares”) shall be exchanged for one (1) new share with a par value of €1.00 (the “New Shares”);
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| 2) | acknowledges that the reverse split operations shall commence, at the earliest, upon expiry of a period of fifteen (15) days from the date of publication, by the decisionCompany, of the notice of the reverse split in the Bulletin des Annonces Légales Obligatoires (BALO); |
| 3) | decides that the exchange period during which the shareholders must purchase and sell the Existing Shares required to cancel,effect the reverse split shall be of a maximum duration of thirty (30) days from the start of the reverse split operations, the date of which will be set in the notice of reverse split published in the BALO ; |
| 4) | acknowledges that, in accordance with article 6 of Decree no. 48-1683 of October 30, 1948, shareholders who own an isolated number of Existing Shares or a number of Existing Shares that is less any shares canceled duringthan the last 24 months, sharesnumber required for the company holdsreverse split shall be obliged to carry out the necessary purchases or may hold followingsales of Existing Shares for the reverse split within a period of thirty (30) days from the start of the reverse split operation; |
| 5) | acknowledges that, at the end of the exchange period, the New Shares that could not be allocated individually and corresponding to fractional rights will be sold, and that the proceeds of this sale will be allocated in proportion to the fractional rights (rompus) of each rights holder, in accordance with article 6 of Decree no. buy-backs48-1683 performed pursuant to Article L.of October 30, 1948 and R. 22-10-62228-12 of the French Commercial Code and to reduce the share capital accordingly in compliance with legal and regulatory provisions in force;Code; |
2)6) | Setsacknowledges that the validityNew Shares resulting from the reverse split will have the same characteristics and grant the same rights as the Existing Shares they replace. At the end of this authorization at eighteenthe reverse split period, the non-consolidated Existing Shares will lose their voting rights and will no longer be included in the calculation of the quorum and their rights to future dividends will be suspended;
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| 7) | grants all powers to the Board of Directors, for a period of twelve (12) months from the date of this General Meeting;Meeting, with the power to sub-delegate, to implement this decision, in particular for the purpose of: |
3) | The Board may not, without the prior authorization of the Shareholders’ Meeting, use this authorization during a public offer period initiated by a third party for the shares of the Company until the end of the offer period.
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setting the start date of the reverse split operations; 4) | Empowers the Board of Directors to carry out all necessary operations to perform such cancellations and the resulting reductions of the share capital, accordingly amending the company’s Bylaws and fulfilling all formalities required.
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setting the exchange period within a maximum of thirty (30) days from the start date of the reverse split operations set by the notice of reverse split published in the BALO; suspending, if necessary, for a period not exceeding three (3) months, the exercise of options to subscribe for or purchase shares, share warrants and any other securities giving access to the Company’s capital in order to facilitate the reverse split operations; adjusting, if necessary, as a consequence of the reverse split, the rights of the beneficiaries of options to subscribe for or purchase shares, bonus shares, share warrants and of any other securities giving access to the Company’s capital, as well as duly informing the said beneficiaries, in accordance with applicable legal, regulatory, and contractual provisions; adjusting, if necessary, in order to take into account the reverse split and the new par value of the shares, the number of shares that may be issued under the various delegations and authorizations granted to the Board of Directors by this General Meeting and, where applicable, by previous general meetings; recording and determining the exact number of Existing Shares with a par value of €0.10 to be consolidated and the exact number of New Shares with a par value of €1 likely to result from the reverse split; recording the definitive completion of the reverse split and amending the Company’s bylaws accordingly; establishing and publishing all notices and carrying out all statutory and regulatory formalities subsequent to this decision; and more generally, taking any necessary and appropriate measures to implement this decision and carrying out all formalities. 105
Twenty-fourth resolutionTwentieth Resolution – Delegation of powers to be granted to the Board of Directors to issue ordinary shares and/or equity securities giving as necessary, access to ordinary sharesother equity securities or to the allocation of debt securities (of the Company or of a Group company) and/or securities giving access to ordinary shares (of the Company or of a Group company) with pre-emptive rights suspension during a public offering period,
The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary shareholders’ meetings and having reviewed the Board of Directors’ report and the Statutory Auditors’ special report and pursuant to the French Commercial Code, in particular Articles L. 225-129, L. 225-129-2, L. 228-92225-132 to L. 225-134, L. 228-91 and seq. and L. 225-13222-10-49 et seq. thereof:of said Code: | 1) | Delegatesdelegates authority to the Board of Directors, which may further delegate such authority in accordance with the law, to issue, on one or more occasions, in the proportions and at the times of its choosing, on the French and/or international market either in euros or in foreign currencies or in any other accounting unit set with reference to a basket of currencies:currencies, with or without premium, free of charge or for a price:
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ordinary shares;shares, and/or and/or ordinary sharessecurities which are equity securities giving access to the allocation of ordinary shares to be issuedequity securities or debt securities;securities, and/or
and/orsecurities, including debt securities, giving access to ordinary shares to be issued.
Pursuantissued, it being specified that, pursuant to Article L. 228-93 of the French Commercial Code, the securities to be issued may give rights to ordinary shares of any and all companies that directly or indirectly own over half of its capital or of which the Companycompany directly or indirectly owns over half of the capital.capital;
| the subscription for which may be settled either in cash or by offsetting receivables; |
| 2) | Setssets the term of validity of this authorization at twenty-six (26) months from the date of this General Meeting.Meeting;
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| 3) | Decidesdecides to fix the limits to the amounts of authorized issues if the Board of Directors should use this delegation of competence:
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The total par value
the maximum nominal amount of the ordinary shares that may be issued subject toimmediate or future capital increase resulting from all of the issues carried out under this authorizationdelegation may not exceed 40% of28,929,000 euros or the capital existing on the date of the decisionequivalent in a foreign currency, or in any other monetary unit established by reference to increase the share capital by the Board of Directors. This maximum amountseveral currencies; this ceiling is separateindependent from all maximum amounts set bythe ceilings authorized in the other resolutions of this General Meeting.Meeting; Toto this maximum amount will be added, as necessary, the par value of the capital increase necessary to preserve the rights of the holders of rights or securities giving access to the Company’s capital, pursuant to the law, and where applicable, the contractual stipulations providing for other adjustments.;
the securities giving access to ordinary shares to be issued immediately or in the future by the Company may consist in particular of debt securities or warrants, or be associated with the issue of such securities, or allow their issue as intermediate securities ; | 4) | The maximum nominal amountdecides to set the following limits on the amounts of the debt securities that may be issued pursuant to this authorization may not exceed 150,000,000 euros (or the equivalent of this amountauthorized in the event of anthe issue of securities in another currency), it being specified that:the form of debt securities giving immediate or future access to the share capital of the Company or of other companies:
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the maximum nominal amount of the debt securities that may be issued pursuant to this authorization may not exceed 200,000,000 euros or the equivalent of this amount in the event of an issue in another currency; this amount will be increased, if applicable, by any redemption premium above par this and is independent of the amount will be deductedof debt securities whose issuance could result from the overall ceiling referreduse of other resolutions submitted to in the thirty-second resolution below,
this ceiling does not apply to theMeeting and of debt securities referred to in articles L. 228-40, L. 228-36-A and L. 228-92 paragraph 3 of the French Commercial Code, the issue of whichwhose issuance would be decided or authorized by the Board of Directors under the conditions provided for in article L.accordance with articles 228-40L.228-36-A,L.228-40, L.228-92 paragraph 3, L.228-93 paragraph 6 and L.228-94 paragraph 3 of the French Commercial Code, or in other cases, under the conditions determined by the Company in accordance with the provisions of article L. 228-36-A of the French Commercial Code.Code; 106
| 5) | Ifif the Board of Directors needs to use this delegation of competence under the scope of the issues envisaged in point 1) above, it:
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a/
decides that the issue(s) of ordinary shares or securities giving access to the capital shall be preferentially reserved to shareholders, who may subscribe them on an irrevocable basis;basis, in proportion to the number of shares they own, b/
decides that the Board of Directors may institute a right for shareholders to subscribe for ordinary shares and securities issued pursuant to this resolution on a reducible basis, which shall be exercised in proportion to the subscription rights they hold within the limit of their requests, acknowledges, as necessary, that this authorization automatically entails the express waiver by shareholders of their pre-emptive right to subscribe for the shares to which the securities issued under this authorization will entitle their holders, decides, in accordance with article L.225-134 of the French Commercial Code, that if subscriptions, on an irreducible basis, and if applicable, on a reducible basis, , have not absorbed the entire issue mentioned in 1),decided by virtue of the present delegation, the Board of Directors may use, under the conditions provided for by law and in the order it shall determine, the following options: to limit the amount of the issue to the amount of subscriptions, if applicable withinit being specified that in the limits established bycase of an issue of ordinary shares or securities whose primary security is a share, the regulation.amount of subscriptions must reach at least three-quarters of the issue decided upon for this limitation to be possible, freely allocate all or part of the unsubscribed securities.securities, offer to the public all or part of the unsubscribed securities.securities, decides that the issue of Company’s warrants may be made by subscription offer, but also by allocation to the owners of the existing shares, it being specified that the Board of Directors may decide that the rights of allotment forming odd lots shall not be negotiable and the corresponding securities will be sold in accordance with the applicable legal and regulatory provisions; | 6) | Decides that the issue of Company’s warrants (BSA) may be made by subscription offer, but also by allocation to the owners of the existing shares, it being specifieddecides that the Board of Directors may decide that the rights of allotment forming odd lots shall not, be negotiable and the corresponding securities will be sold.
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7) | Decides that the Board of Directors shall be granted, within the limits set above, the powers required to set the terms for the issues and determine the issue price, and if applicable, record the execution of the resulting capital increases, amend the Bylaws accordingly, impute, as it sees fit, the costs of the capital increase to the amount of the related premiums and deduct the necessary sums from this amount to bring the statutory reserve to one tenth of the new share capital after each increase and more generally, perform all tasks required in similar matters.
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8) | Decides that the Board cannot, unless authorized in advance by the General Meeting, make use of this delegation in a period public offering initiated by a third party targeting the securities of the Company until the end of the offering period.period,
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| 7) | decides that the Board of Directors will have full powers, with option of sub-delegation under the conditions provided for by law, to implement this resolution, and therefore to: |
to decide to issue shares and/or securities and to determine their characteristics, in particular the amount of the issue, the issuance price and the amount of the premium that may be requested on issue, the terms and conditions of their subscription and payment and their date of entitlement to dividends, and to determine the dates and terms of issue, the nature, number and characteristics of the shares and/or securities to be created and issued; in the event of the issue of stock warrants, to determine the number and characteristics of such warrants and to decide, if it deems appropriate, on terms and conditions to be determined by it, that the warrants may be redeemed or repurchased, or that they shall be allocated free of charge to the shareholders in proportion to their interest in the share capital; more generally, to determine the characteristics of all securities and, in particular, the terms and conditions for the allotment of shares, the duration of loans that may be issued in the form of bonds, whether they are subordinated or not, the currency of issue, the terms of repayment of the principal, with or without premium, the terms and conditions of redemption and, where applicable, of purchase, exchange or early redemption, the interest rate, whether fixed or variable, and the payment date the remuneration may include a variable portion calculated by reference to factors relating to the Company’s business and results and a deferred payment in the absence of distributable profits; to set 107
| the terms and conditions under which the Company will have the option, where applicable, to purchase or exchange on the stock market, at any time or during specified periods, the securities issued or to be issued immediately or in the future with a view to cancelling them or not, taking into account the legal provisions; |
if applicable, provide the possibility to suspend the exercise of rights attached to the securities issued, for up to three (3) months, in accordance with legal and regulatory provisions impute, as it sees fit, the costs of the capital increase to the amount of the related premiums and deduct the necessary sums from this amount to fund the legal reserve; determine and make all adjustments to take into account the impact of transactions on the Company’s capital or shareholders’ equity; record each share capital increase and make the corresponding amendments to the by-laws; generally, enter into any agreements, take all measures and complete any formalities required for the issue and for the financial administration of the securities issued pursuant to this delegation and for the exercise of any attached rights and, more generally, perform all tasks required in this regard; | 8) | notes that the Board of Directors will report to the next Ordinary General Meeting, in compliance with the law and the regulations, on the use of the delegation granted under this resolution; |
| 9) | Notesnotes that this delegation forof authority supersedes, as from the part not used,date hereof, the unused portion, if applicable, supersedes any and all relevant prior delegations.of the delegation of authority granted by the General Meeting of April 12, 2023, in its twentieth resolution.
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Twenty-fifthTwenty-first Resolution – Delegation of powers to be granted to the Board of Directors to issue ordinary shares and/ or equity securities giving access as the case may be, to ordinary sharesother equity securities or to the allocation of debt securities, (of the Company or a group company), and/or securities giving access to ordinary shares (of the Company or a group company),equity securities to be issued, without pre-emptive rights, by means of a public offer (excluding the offers set out in sectionparagraph 1 of Article L.411-2 of the French Monetary and Financial Code), and/or as consideration for securities in the context of a public exchange offer suspension during a public offering period,
The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary shareholders’ meetings and having reviewed the Board of Directors’ report and the Statutory Auditors’ special report and pursuant to the French Commercial Code, in particular Articles L. 225-129-2 Land seq., L. 225-13622-10-49, L. 22-10-52,22-10-51, L.22-10-54L.22-10-52, L. 22-10-54 and L. 228-92L.228-91 thereof:and seq. of said Code: | 1) | Delegatesdelegates to the Board of Directors, with the option of sub-delegation under the conditions provided for by law, the power to issue, on one or more occasions, in the proportions and at the times of its choosing, on the French and/or international market by means of a public offer (excluding the offers set out in section 1 of Article L.411-2 of the French Monetary and Financial Code), in euros, in foreign currencies or in any other unit determined by reference to a basket of currencies:currencies, with or without premium, free of charge or for a price:
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ordinary shares;shares and/or and/or ordinary sharessecurities which are equity securities giving access to the allocation of ordinary shares to be issuedequity securities or debt securities;securities, and/or
and/orsecurities, including debt securities, giving access to ordinary shares to be issued.
These securities may be issued, for the purpose of paying for securities contributed to the Company in a public exchange offer,it being specified that, pursuant to the conditions of Article L. 22-10-54 of the French Commercial Code.
Pursuant to Article L. 228-93 of the French Commercial Code, the securities to be issued may give rights to ordinary shares of any and all companies that directly or indirectly own more thanover half of its capital or of which the Companycompany directly or indirectly owns more thanover half of the capital.capital;
the subscription for which may be settled either in cash or by offsetting receivables; these securities may be issued for the purpose of paying for securities contributed to the Company in a public exchange offer, pursuant to the conditions of Article L. 22-10-54 of the French Commercial Code; public offerings made pursuant to this resolution, which may be combined, in the context of the same issue or of several issues made simultaneously, with public offerings referred to in 1° of Article L. 411-2 of the French Monetary and Financial Code; | 2) | Setssets the term of validity of this authorization at twenty-six (26) months from the date of this General Meeting.Meeting;
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| 3) | The total par valuedecides to set the following limits on the amounts of the ordinary shares that may be issued subject to this authorization may not exceed 30%capital increases authorized in the event of the share capital on the date of the decision to increase the share capitaluse by the Board of Directors.Directors of the present delegation of authority:
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To
the total par value of the ordinary shares that may be issued subject to this authorization may not exceed 28,929,000 euros or the equivalent in a foreign currency, or in any other monetary unit established by reference to several currencies, it being specified that this maximum amount counts toward the overall limit on the maximum par value of shares that may be issued as envisaged under the thirtieth resolution of this Meeting; to this maximum amount will be added, as necessary, the par value of any capital increase necessary to preserve the rights of the holders of rights or securities giving access to the Company’s capital, in accordance with the law and, if applicable, any contractual stipulations providing for other methods of preservation.preservation; This maximum amount counts toward the overall limit on the maximum par value of shares that may be issued as envisaged under the thirty-second resolution of this Meeting.
| 4) | The maximum nominal amountdecides to set the following limits on the amounts of the debt securities that may be issued pursuant to this authorization may not exceed 150,000,000 euros (or the equivalent of this amountauthorized in the event of anthe issue of securities in another currency), it being specified that:the form of debt securities giving immediate or future access to the share capital of the Company or of other companies:
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the maximum nominal amount of the debt securities that may be issued pursuant to this amount will be increased, if applicable,authorization may not exceed 200,000,000 euros or the equivalent in a foreign currency, or in any other monetary unit established by any redemption premium above par, reference to several currencies; it being specified that this amount will be deducted from the overall ceiling referred to in the thirty-second resolution below,thirtieth resolution; this ceiling does not apply toamount will be increased, if necessary, by any redemption premium above par and is independent of the amount of debt securities referredwhose issuance could result from the use of other resolutions submitted to in articles L. 228-40, L. 228-36-Athis Meeting and L. 228-92 paragraph 3 of the French Commercial Code, the issue of whichdebt securities whose issuance would be decided or authorized by the Board of Directors in accordance with articles L.228-36-A,L.228-40, L.228-92 paragraph 3, L.228-93 paragraph 6 and L.228-94 paragraph 3 of the French Commercial Code; | 5) | in the event that the Board of Directors makes use of this delegation of authority: |
decides to cancel shareholders’ pre-emptive rights to ordinary shares and securities giving access to capital and/or to debt securities covered by this resolution, and to delegate to the Board of Directors the option to grant, if necessary, under the conditions provided for in articleArticle L. 228-4022-10-51 of the French Commercial Code, for all or part of an issue, an irreducible and/or reducible priority subscription right in other cases,favor of the shareholders; acknowledges, as necessary, that this authorization automatically entails the express waiver by shareholders of their pre-emptive right to subscribe for the shares to which the securities issued under the conditions determined by the Companythis authorization will entitle their holders; decides, in accordance with the provisions of article L. 228-36-AL.225-134 of the French Commercial Code.Code, that if subscriptions, including those of shareholders, if any, have not absorbed the entire issue, the Board of Directors may use, in the order it shall determine, the following options: 5) | Decides to cancel shareholders’ pre-emptive rights to ordinary shares and securities giving access to capital and/or to debt securities covered by this resolution, while retaining the Board of Directors’ option to grant preferential rights to shareholders, pursuant to the law.
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limit the amount of the issue to the amount of subscriptions, it being specified that in the case of an issue of ordinary shares or securities whose primary security is a share, the amount of subscriptions must reach at least three-quarters of the issue decided upon for this limitation to be possible, freely allocate all or part of the unsubscribed shares; decides that the issuance price: of the ordinary shares shall be at least equal to the minimum amount provided for by the laws and regulations in force at the time of the use of this delegation (as of the date hereof, the weighted average of the prices quoted for the share on the regulated market of Euronext Paris during the last three trading sessions prior to the beginning of the public offering, less a maximum discount of 10%), after correction, if necessary, of this amount to take into account the difference in dividend entitlement date, 109
of the securities shall be such that the amount received immediately by the Company, plus any amount that may be received subsequently by the Company, shall be at least equal to the amount referred to in the preceding paragraph for each ordinary share issued as a result of the issue of such securities; | 6) | Decides that the amount received, or to be received, by the Company for each of the ordinary shares issued under this delegation of powers, after taking into account the warrant issue price for issues of detachable share subscription warrants, will be determined in accordance with the applicable legal and regulatory provisions at the time that the Board of Directors exercises the delegation.
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7) | Decides,decides, in the event that securities are issued in consideration of securities tendered in a public exchange offer, pursuant to the conditions of Article L. 22-10-54 of the French Commercial Code, and within the
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| limits set out above, to grant the Board of Directors the powerspower required to draft the list of securities included in the exchange, and to set the issue conditions and terms, the share-for-share basis, and, if applicable, the amount of the equalization payment in cash. |
8) | Decides that if subscriptions have not absorbed the entire issue mentioned at 1), the Board of Directors may use the following options:
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limit the amount of the issue to the amount of subscriptions, if applicable within the limits established by the regulations;
freely allocate some or all of the unsubscribed shares.
9) | Decides that the Board of Directors shall be granted, within the limits set above, the powers required to set the terms for the issue(s), and if applicable, record the execution of the resulting capital increases, proceed to amend the by-laws accordingly, levy, as it sees fit, the costs of the capital increase on the amount of related premiums and deduct the necessary sums from this amount to bring the statutory reserve to one-tenth of the new share capital after each increase and, more generally, perform all tasks required in similar matters.cash;
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10)7) | Decidesdecides that the Board cannot, unless authorized in advance by the General Meeting, make use of this delegation in a period public offering initiated by a third party targeting the securities of the Company until the end of the offering period.period;
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11)8) | Notesdecides that the Board of Directors will have full powers, with option of sub-delegation under the conditions provided for by law, to implement this resolution, and therefore to:
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to decide to issue shares and/or securities and to determine their characteristics, in particular the amount of the issue, the issuance price and the amount of the premium that may be requested on issue, the terms and conditions of their subscription and payment and their date of entitlement to dividends, and to determine the dates and terms of issue, the nature, number and characteristics of the shares and/or securities to be created and issued; in the event of the issue of stock warrants, to determine the number and characteristics of such warrants and to decide, if it deems appropriate, on terms and conditions to be determined by it, that the warrants may be redeemed or repurchased, or that they shall be allocated free of charge to the shareholders in proportion to their interest in the share capital; more generally, to determine the characteristics of all securities and, in particular, the terms and conditions for the allotment of shares, the duration of loans that may be issued in the form of bonds, whether they are subordinated or not, the currency of issue, the terms of repayment of the principal, with or without premium, the terms and conditions of redemption and, where applicable, of purchase, exchange or early redemption, the interest rate, whether fixed or variable, and the date of payment ; the remuneration may include a variable portion calculated by reference to factors relating to the Company’s business and results and a deferred payment in the absence of distributable profits; to set the terms and conditions under which the Company will have the right to purchase or exchange on the stock market, at any time or during specific periods, the securities issued or to be issued immediately or in the future with a view to cancelling them or not, taking into account the legal provisions; if applicable, provide the possibility to suspend the exercise of rights attached to the securities issued, for up to three (3) months, in accordance with legal and regulatory provisions; to charge the costs of the capital increase against the amount of the premiums relating thereto and to deduct from this amount the sums necessary to fund the legal reserve; to determine and make all adjustments to take into account the impact of transactions on the Company’s capital or shareholders’ equity; record each share capital increase and make the corresponding amendments to the by-laws; generally, enter into any agreements, take all measures and complete any formalities required for the issue and for the financial administration of the securities issued pursuant to this delegation and for the exercise of any attached rights and, more generally, perform all tasks required in this regard; | 9) | notes that the Board of Directors will report to the next Ordinary General Meeting, in compliance with the law and the regulations, on the use of the delegation granted under this resolution; |
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| 10) | notes that this delegation forof authority supersedes, as from the part not used,date hereof, the unused portion, if applicable, supersedes any, and all relevant prior delegations.of the delegation of authority granted by the General Meeting of April 12, 2023, in its twenty-first resolution. |
Twenty-sixthTwenty-second Resolution – Delegation of powers to be granted to the Board of Directors to issue ordinary shares and/or equity securities giving access, as the case may be, to ordinary sharesequity securities or to the allocation of debt securities (of the Company or a group company), and/or securities giving access to ordinary shares (of the Company or a group company), without pre-emptive rights, by means of a public offer referred to in paragraph 1 of Article L.411-2 of the French Monetary and Financial Code suspension during a public offering period,
The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary shareholders’ meetings, and having reviewed the Board of Directors’ report and the Statutory Auditors’ special report and pursuant toacting in accordance with Article L.225-129-2 and seq. of the French Commercial Code, in particular Articles L.225-129-2,L.22-10-52,L.22-10-49, L. 225-136,L.22-10-5422-10-52 and L. 228-92228-91 thereof:and seq. of said Code and Article L. 411-2 1° of the French Monetary and Financial Code: | 1) | Delegatesdelegates to the Board of Directors, with the option of sub-delegation under the conditions provided for by law, the power to issue, on one or more occasions, in the proportions and at the times of its choosing, on the French and/or international market, by means of a public offer referred to in paragraph 1 of Article L.411-2 of the French Monetary and Financial Code, in euros, in foreign currencies or in any other unit determined by reference to a basket of currencies:currencies, with or without premium, free of charge or for a price:
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ordinary shares;shares, and/or and/or ordinary sharessecurities which are equity securities giving access to the allocation of ordinary shares to be issuedequity securities or debt securities;securities, and/or
and/or securities giving access to ordinary shares to be issued.
Pursuantissued, it being specified that, pursuant to Article LL. 228-93 of the French Commercial Code, the securities to be issued may give rights to ordinary shares of any and all companies that directly or indirectly own over half of its capital or of which the company directly or indirectly owns over half of the capital.capital;
the subscription for which may be settled either in cash or by offsetting receivables; | 2) | Setssets the term of validity of this authorization at twenty-six (26) months from the date of this General Meeting.Meeting;
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| 3) | The total par valuedecides to set the following limits on the amounts of the ordinary shares that may be issued subject to this authorization may not exceed 20%capital increases authorized in the event of the share capital on the date of the decision to increase the share capitaluse by the Board of Directors.Directors of the present delegation of authority:
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To
the total par value of the ordinary shares that may be issued subject to this authorization may not exceed 28,929,000 euros or the equivalent in a foreign currency, or in any other monetary unit established by reference to several currencies, it being specified that in any case the nominal amount of the capital increases carried out pursuant to this resolution shall not exceed the limit determined by applicable laws and regulations at the time of the implementation of this delegation (on an indicative basis, currently 20% of the share capital per year) and shall be deducted from the overall ceiling provided for in the thirtieth resolution of this Meeting; to this maximum amount will be added, as necessary, the par value of any capital increase necessary to preserve the rights of the holders of rights or securities giving access to the Company’s capital, in accordance with the law and, if applicable, any contractual stipulations providing for other methods of preservation.preservation; This maximum amount counts toward the overall limit on the maximum par value of shares that may be issued as envisaged under the thirty-second Resolution of this Meeting.
| 4) | The maximum nominal amountdecides to set the following limits on the amounts of the debt securities that may be issued pursuant to this authorization may not exceed 150,000,000 euros (or the equivalent of this amountauthorized in the event of anthe issue of securities in another currency), it being specified that:the form of debt securities giving immediate or future access to the share capital of the Company or of other companies:
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the maximum nominal amount of the debt securities that may be issued pursuant to this authorization may not exceed 200,000,000 euros or the equivalent in a foreign currency, or in any other monetary unit established by reference to several currencies; it being specified that this amount will be deducted from the overall ceiling referred to in the thirtieth resolution of this Meeting; 111
this amount will be increased, if applicable, by any redemption premium above par this and is independent of the amount will be deductedof debt securities whose issuance could result from the overall ceiling referreduse of other resolutions submitted to in the thirty-second resolution below,
this ceiling does not apply to theMeeting and of debt securities referred to in articles L. 228-40, L. 228-36-A and L. 228-92 paragraph 3 of the French Commercial Code, the issue of whichwhose issuance would be decided or authorized by the Board of Directors in accordance with articles L.228-36-A,L.228-40, L.228-92 paragraph 3, L.228-93 paragraph 6 and L.228-94 paragraph 3 of the French Commercial Code; | 5) | in the event that the Board of Directors makes use of this delegation of authority: |
decides to cancel shareholders’ pre-emptive rights to ordinary shares and to securities giving access to capital and/or to debt securities covered by this resolution; acknowledges, as necessary, that this authorization automatically entails the express waiver by shareholders of their pre-emptive right to subscribe for the shares to which the securities issued under the conditions provided forthis authorization will entitle their holders; decides, in accordance with article L. 228-40L.225-134 of the French Commercial Code, orthat if subscriptions, including those of shareholders, if any, have not absorbed the entire issue, the Board of Directors may use, in other cases, under the conditions determined byorder it shall determine, the Company in accordance with the provisions of article L. 228-36-A of the French Commercial Code.following options: 5) | Decides to cancel shareholders’ pre-emptive rights to ordinary shares and to securities giving access to capital and/or to debt securities covered by this resolution.
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6) | Decides that the amount received, or to be received, by the Company for each of the ordinary shares issued under this delegation of powers, after taking into account the warrant issue price for issues of detachable share subscription warrants, will be determined in accordance with the applicable legal and regulatory provisions at the time that the Board of Directors exercises the delegation.
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7) | Decides that if subscriptions have not absorbed the entire issue mentioned at 1), the Board of Directors may use the following options:
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limit the amount of the issue to the amount of subscriptions, if applicable withinit being specified that in the limits established bycase of an issue of ordinary shares or securities whose primary security is a share, the regulations;amount of subscriptions must reach at least three-quarters of the issue decided upon for this limitation to be possible, freely allocate someall or allpart of the unsubscribed shares.shares; decides that the issuance price: of the ordinary shares shall be at least equal to the minimum amount provided for by the laws and regulations in force at the time of the use of this delegation (as of the date hereof, the weighted average of the prices quoted for the share on the regulated market of Euronext Paris during the last three trading sessions prior to the beginning of the public offering, less a maximum discount of 10%), after correction, if necessary, of this amount to take into account the difference in dividend entitlement date; of the securities shall be such that the amount received immediately by the Company, plus any amount that may be received subsequently by the Company, shall be at least equal to the amount referred to in the preceding paragraph for each ordinary share issued as a result of the issue of such securities; 8)6) | Decides that the Board of Directors will be granted, within the limits set above, the powers required to set the terms for the issue(s), and if applicable, record the execution of the resulting capital increases, amend the by-laws accordingly, charge, as it sees fit, the costs of the capital increase against the amount of the related premiums and deduct the necessary sums from this amount to bring the statutory reserve to one tenth of the new share capital after each increase and more generally, perform all tasks required in this regard.
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9) | Decidesdecides that the Board cannot, unless authorized in advance by the General Meeting, make use of this delegation in a period public offering initiated by a third party targeting the securities of the Company until the end of the offering period.period;
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10)7) | Notesdecides that the Board of Directors will have full powers, with option of sub-delegation under the conditions provided for by law, to implement this resolution, and therefore to:
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to decide to issue shares and/or securities and to determine their characteristics, in particular the amount of the issue, the issuance price and the amount of the premium that may be requested on issue, the terms and conditions of their subscription and payment and their date of entitlement to dividends, and to determine the dates and terms of issue, the nature, number and characteristics of the shares and/or securities to be created and issued; in the event of the issue of stock warrants, to determine the number and characteristics of such warrants and to decide, if it deems appropriate, on terms and conditions to be determined by it, that the warrants may be redeemed or repurchased, or that they shall be allocated free of charge to the shareholders in proportion to their interest in the share capital; more generally, to determine the characteristics of all securities and, in particular, the terms and conditions for the allotment of shares, the duration of loans that may be issued in the form of bonds, whether they are subordinated or not, the currency of issue, the terms of repayment of the principal, 112
| with or without premium, the terms and conditions of redemption and, where applicable, of purchase, exchange or early redemption, the interest rate, whether fixed or variable, and the date of payment ; the remuneration may include a variable portion calculated by reference to factors relating to the Company’s business and results and a deferred payment in the absence of distributable profits; |
to set the terms and conditions under which the Company will have the right to purchase or exchange on the stock market, at any time or during specific periods, the securities issued or to be issued immediately or in the future with a view to cancelling them or not, taking into account the legal provisions; if applicable, provide the possibility to suspend the exercise of rights attached to the securities issued, for up to three (3) months, in accordance with legal and regulatory provisions; to charge the costs of the capital increase against the amount of the premiums relating thereto and to deduct from this amount the sums necessary to fund the legal reserve; to determine and make all adjustments to take into account the impact of transactions on the Company’s capital or shareholders’ equity; record the completion of each capital increase and make the corresponding amendments to the bylaws; generally, enter into any agreements, take all measures and complete any formalities required for the issue and for the financial administration of the securities issued pursuant to this delegation and for the exercise of any attached rights and, more generally, perform all tasks required in this regard; | 8) | notes that the Board of Directors will report to the next Ordinary General Meeting, in compliance with the law and the regulations, on the use of the delegation granted under this resolution; |
| 9) | notes that this delegation forof authority supersedes, as from the part not used,date hereof, the unused portion, if applicable, supersedes any, and all relevant prior delegations.of the delegation of authority granted by the General Meeting of April 12, 2023, in its twenty-second resolution. |
Twenty-seventhTwenty-third Resolution – Authorization, in the event of an issue without pre-emptive rights, to set the issue price according to the terms set by the General Meeting, within a limit of 10% of the capital per year
The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary shareholders’ meetings, and having reviewed the Board of Directors’ report and the Statutory Auditors’ special report and pursuant to Article L. 22-10-52acting in accordance with the provisions of the French Commercial Code, authorizes the Board of Directors, when deciding to issue ordinary shares or securities giving access to the capital, pursuant to the 25th and 26th resolutions, subject to the provisions ofespecially Article L. 22-10-52 paragraph 2 of the French Commercial Code, to deviate from the | 1) | authorizes the Board of Directors, when deciding to issue ordinary shares or securities giving access to the capital, pursuant to the twenty-first and twenty second resolutions to deviate from the price-setting conditions set out in the above-mentioned resolutions, up to a maximum of 10% of the share capital per year, and to set the issue price of equity equivalents to be issued as follows: |
price-setting conditions set out in the above-mentioned resolutions, up to a maximum of 10% of the share capital per year, and to set the issue price of equity equivalents to be issued as follows:
The issue price of the ordinary shares that may be issued pursuant to this delegation of authority will be set by the Board of Directors and must be at least equal to:
either the weighted average tradinglast closing price of the company’sCompany’s share on the trading dayregulated market Euronext Paris prior to the date on which the issue price is set, possibly reduced by a maximum discount of 15%,or or the volume-weighted average price of the share of the Company on the regulated market of Euronext Paris over a period determined by the Board of Directors of between one to five consecutive share trading prices selecteddays chosen from the last thirty trading days prior to the date on which the issue price is set, possibly reduced by a maximum discount of 15%.;
the issuance price of the securities to be issued pursuant to this resolution will at least be equal to an amount such that the amount received immediately by the Company, plus any amount likely to be received later by the Company, where applicable, i.e. for each ordinary share issued as a result of these securities being issued, is at least equal to the amount mentioned in the paragraph above; 113
| 2) | decides that the Board of Directors cannot, unless authorized in advance by the General Meeting, make use of this delegation in a period public offering initiated by a third party targeting the securities of the Company until the end of the offering period. |
Twenty-eighthTwenty-fourth Resolution – Delegation of powers to be granted to the Board of Directors to issue ordinary shares, giving, if applicable,as the case may be, access to ordinary shares or the allocation of debt securities (of the Company or a group company) and/or securities giving access to ordinary shares (of the Company or a group company), with pre-emptive subscription rights waived in favor of categoriesa category of persons with certainmeeting specified characteristics suspension during a public offering period,
The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary shareholders’ meetings and having reviewed the Board of Directors’ report and the Statutory Auditors’ special report and pursuant to the provisions of the French Commercial Code, specifically Articles L. 225-129-2, L.22-10-49,L. 225-138 and L. 228-92: | 1) | Delegatesdelegates to the Board of Directors, which may further delegate such authority in accordance with the law, its power to issue, the following (onon one or more occasions, in the proportions and at the times of its choosing, in France and abroad, either in euros or in other currencies, or in any monetary units established by reference to several currencies, with or without premium, free of charge or for a price, with pre-emptive subscription rights waived in favor of the categories of persons defined below):below:
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ordinary shares;shares, and/or and/or ordinary sharessecurities which are equity securities giving access to the allocation of ordinary shares to be issuedequity securities or debt securities;securities, and/or
and/orsecurities, including debt securities, giving access to ordinary shares to be issued.
Pursuantissued, it being specified that, pursuant to Article L. 228-93 of the French Commercial Code, the securities to be issued may give rights to ordinary shares of any and all companies that directly or indirectly own over half of its capital or of which the company directly or indirectly owns over half of the capital.capital;
the subscription for which may be settled either in cash or by offsetting receivables; | 2) | Setssets the term of validity of this delegationauthorization at eighteen (18) months from the date of this General Meeting.Meeting;
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| 3) | The maximum total par valuedecides to set the following limits on the amounts of the capital increases that may be made subject to this delegation may not exceed 30%authorized in the event of the share capital on the date of the decision to increase the share capitaluse by the Board of Directors.Directors of the present delegation of authority:
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To
the maximum total par value of the immediate or future capital increase that may be subject to this delegation may not exceed 28,929,000 euros or the equivalent in a foreign currency, or in any other monetary unit established by reference to several currencies, it being specified that this maximum amount counts toward the overall limit on the maximum par value of shares that may be issued as envisaged under the thirtieth resolution of this General Meeting; to this maximum amount will be added, as necessary, the par value of any capital increase necessary to preserve the rights of the holders of rights or securities giving access to the Company’s capital, in accordance with the law and, if applicable, any contractual stipulations providing for other methods of preservation.preservation; This maximum amount counts toward the overall limit
| 4) | decides to set the following limits on the amounts of debt securities authorized in the event of the issue of securities in the form of debt securities giving immediate or future access to the capital of the Company or of other companies: |
the maximum par valuenominal amount of sharesdebt securities that may be issued as envisaged underby pursuant to this authorization may not exceed 200,000,000 euros or the thirty-second Resolutionequivalent in a foreign currency, or in any other monetary unit established by reference to several currencies this amount will be deducted from the overall ceiling referred to in the thirtieth resolution of this General meeting.Meeting; | 4) | The maximum nominal amount of the debt securities that may be issued pursuant to this authorization may not exceed 150,000,000 euros (or the equivalent of this amount in the event of an issue in another currency), it being specified that:
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this amount will be increased, if applicable, by any redemption premium above par and is independent of the amount of debt securities whose issuance could result from the use of other resolutions submitted 114
| to this Meeting and of debt securities whose issuance would be decided or authorized by the Board of Directors in accordance with articles L.228-36-A,L.228-40, L.228-92 paragraph 3, L.228-93 paragraph 6 and L.228-94 paragraph 3 of the French Commercial Code; |
| 5) | in the event that the Board of Directors makes use of this delegation of authority: |
this amount will be deducted fromdecides, in accordance with the overall ceiling referred to in the thirty-second resolution below,
this ceiling does not apply to the debt securities referred to in articlesprovisions of Article L. 228-40, L. 228-36-A and L. 228-92 paragraph 3 of the French Commercial Code, the issue of which would be decided or authorized by the Board of Directors under the conditions provided for in article L. 228-40225-138 of the French Commercial Code, or in other cases,that the issue price of ordinary shares that may be issued under the conditions determinedscope of this delegation of powers will be set by the Company in accordance withBoard of Directors and must be at least equal to at the provisions of article L. 228-36-Adiscretion of the French Commercial Code.Board of Directors or the Chief Executive Officer:
| 5) | Decides, in accordance with the provisions of Article L. 225-138 of the French Commercial Code, that the issue price of ordinary shares that may be issued under the scope of this delegation of powers will be set by the Board of Directors and must be at least equal to at the discretion of the Board of Directors or the Chief Executive Officer:
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the last closing price of the Company’s shares on the regulated market Euronext Paris during the last trading session prior to the date on which the issue price is set, possibly reduced by a maximum discount of 15%, or, the volume-weighted average (in the central order book and off-market blocks)price of the Company’s share priceof the Company on the regulated market of Euronext Paris regulated market duringover a period determined by the Board of Directors of between one to five consecutive trading days chosen from the last threethirty trading days prior to the date on which the issue price is set, possibly reduced by a maximum discount of 15%, or,; atdecides that (i) the weighted average tradingissue price of the company’s shares on the trading day priorlikely to the date on which the issue price is set, possibly reduced by a maximum discount of 15%, or,
the average of 5 consecutive share trading prices selectedresult from the last 30 trading days prior to the date on which the issue price is set, possibly reduced by a maximum discount of 15%,
it being specified that the Board of Directors (or the Chief Executive Officer in the event of sub-delegation) may decide to set the offer price on the date of issue of the ordinary shares by immediate issue or by issue following the exercise or conversion of the securities giving access to the capital issued by virtue of this delegation, or from their conversion or exchange, may be set, at the discretion of the Board of Directors, by reference to a calculation formula defined by the latter and applicable after the issue of the said securities (for example at the time of their exercise, conversion, redemption or exchange), in which case the maximum discount referred to above may be assessed, if the Board of Directors deems this appropriate (ii) the issue price of the securities giving access to the capital, if any, issued under this delegation shall be such that the amount received immediately by the Company, if any, plus the amount likely to be received by it on exercise or conversion of the said securities, shall be, for each share capital.issued as a result of the issue of these securities, at least equal to the amount referred to in the preceding paragraph above;
decides to eliminate the preferential subscription rights by shareholders of ordinary shares and other securities giving access to the capital to be issued, reserved for the following categories of persons: | | 6) | Decides to eliminate the preferential subscription rights by shareholders of ordinary shares and other securities giving access to the capital to be issued in accordance with Article L. 228-91 of the French Commercial Code, reserved for the following categories of persons:
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| vi.a) | natural person(s) or legal entity(ies), including companies, trusts, investment funds or other investment vehicle(s), regardless of their form, under French or foreign law, investing on a regular basis in the pharmaceutical, biotechnological or medical technology sector ; and/or |
| | vii.b) | French or foreign companies, institutions or entities of any form, carrying out a significant portion of their business in these sectors or in the cosmetics orpharmaceutical chemical sector or in the field of medical devices or technologies or research in these areas;areas ; and/or |
| | viii. | any individual(s) or legal entity(ies), including any company(ies), institution(s), entity(ies), trust(ies), investment fund(s) or other investment vehicle(ies) in any form whatsoever, under French or foreign law, when entering into an industrial, commercial, licensing, research or partnership agreement with the Company; and/or
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| ix. | any credit institution, any French or foreign investment service provider or member of a banking syndicate or any company or investment fund that undertakes to subscribe to any issue likely to result in a future capital increase that may be carried out pursuant to this delegation in connection with the implementation of an equity or bond financing line; and/or.
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| x.c) | French or foreign investment service provider(s), or any foreign establishment(s) with equivalent status, likely to guarantee the completion of an issue intended to be placed with the persons referred to in (i)(a) and/or (ii)(b) above or within the framework of the implementation of an equity or bond financing line and, in this context, to subscribe forto the securities issued. |
acknowledges, as necessary, that this authorization automatically entails the express waiver by shareholders of their pre-emptive right to subscribe for the shares to which the securities issued under this authorization will entitle their holders; decides, in accordance with article L.225-134 of the French Commercial Code, that if subscriptions, including those of shareholders, if any, have not absorbed the entire issue, the Board of Directors may use, in the order it shall determine, the following options or some of them only: limit the amount of the issue to the amount of subscriptions, it being specified that in the case of an issue of ordinary shares or securities whose primary security is a share, the amount of subscriptions must reach at least three-quarters of the issue decided upon for this limitation to be possible, 115
freely allocate all or part of the unsubscribed securities; | 7)6) | Decides Resolves that these subscriptions may be made either in cash or by way of compensation of debts,
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| 8) | Decidesdecides that the Board of Directors will have full powers to implement this delegation, and therefore to:
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| a. | draw up the terms for the issue(s);
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| b. | draw up the list of beneficiaries within the above categories;
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| c. | determine the number of shares to be allocated to each of the beneficiaries;
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| d. | determine the amount to be issued, the issue price and the amount of the premium that can, if applicable, be demanded at issue;
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| e. | determine the dates and terms of the issue, and the nature, form and characteristics of the shares to be created, which can take the form of subordinated or unsubordinated shares, with fixed or unlimited terms;
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| f. | determine the method by which the shares and/or securities issued or to be issued can be paid up;
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| g. | determine, if applicable, the methods by which the rights attached to the securities issued or to be issued can be exercised and, in particular, to determine the date, which may be retroactive, from which rights will attach to the new shares, as well as all other terms and conditions applicable to the execution of the issue;
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| h. | if applicable, suspend the exercise of rights attached to the securities issued, for up to three months;
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| i. | at its sole discretion, charge the costs of the capital increase against the amount of the related premiums and deduct the necessary sums from this amount to bring the statutory reserve to one tenth of the new share capital after each increase;
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| j. | record each share capital increase and make the corresponding amendments to the by-laws;
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| k. | make all adjustments required in compliance with legal provisions and determine the methods by which the rights of holders of securities giving access to capital will be preserved, if applicable;
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| l. | generally, enter into any agreements, take all measures and complete any formalities required for the issue and for the financial administration of the securities issued pursuant to this delegation and for the exercise of any attached rights and, more generally, perform all tasks required in this regard.
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| 9) | back at the next Ordinary General Meeting, in compliance with the law and the regulations, on the use of the delegation granted under this resolution.
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| 10) | Decides that the Board cannot, unless authorized in advance by the General Meeting, make use of this delegation in a period public offering initiated by a third party targeting the securities of the Company until the end of the offering period.period;
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| 11)7) | Notesdecides that the Board of Directors will have full powers, with option of sub-delegation under the conditions provided for by law, to implement this delegation, and therefore to:
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to decide to issue shares and/or securities and to determine their characteristics, determine the amount to be issued, the issue price and the amount of the premium that can, if applicable, be demanded at issue, the terms and conditions of their subscription and payment and their date of entitlement to dividends, and to determine the dates and terms of issue, the nature, number and characteristics of the shares and/or securities to be created and issued; in the event of the issue of stock warrants, to determine the number and characteristics of such warrants and to decide, if it deems appropriate, on terms and conditions to be determined by it, that the warrants may be redeemed or repurchased, or that they shall be allocated free of charge to the shareholders in proportion to their interest in the share capital; more generally, to determine the characteristics of all securities and, in particular, the terms and conditions for the allotment of shares, the duration of loans that may be issued in the form of bonds, whether they are subordinated or not, the currency of issue, the terms of repayment of the principal, with or without premium, the terms and conditions of redemption and, where applicable, of purchase, exchange or early redemption, the interest rate, whether fixed or variable, and the date of payment ; the remuneration may include a variable portion calculated by reference to factors relating to the Company’s business and results and a deferred payment in the absence of distributable profits; if applicable, suspend the exercise of rights attached to the securities issued, for up to three (3) months in accordance with legal and regulatory provisions; at its sole discretion, charge the costs of the capital increase against the amount of the related premiums and deduct the necessary sums from this amount to fund the legal reserve; to determine and make all adjustments to take into account the impact of transactions on the Company’s capital or shareholders’ equity; record each share capital increase and make the corresponding amendments to the by-laws; generally, enter into any agreements, take all measures and complete any formalities required for the issue and for the financial administration of the securities issued pursuant to this delegation and for the exercise of any attached rights and, more generally, perform all tasks required in this regard; | 8) | notes that the Board of Directors will report to the next Ordinary General Meeting, in compliance with the law and the regulations, on the use of the delegation granted under this resolution; |
| 9) | notes that this delegation for the part not used, if applicable,of authority supersedes, as from today’sthe date hereof, the unused portion, if any, and all relevant prior delegations.of the delegation of authority granted by the General Meeting of April 12, 2023, in its twenty-fourth resolution. |
Twenty-ninthTwenty-fifth Resolution – AuthorizationDelegation of powers to increasebe granted to the total amountBoard of issues.Directors to decide on the issue of ordinary shares to be issued immediately or in the future by the Company, with pre-emptive subscription rights waived in favor of a category of persons meeting specified characteristics within the framework of an equity financing agreement on the United States stock market known as “At-The-Market” or “ATM Program”
ActingThe General Meeting, acting in accordance with the quorum and majority requirements for extraordinary shareholders’ meetings and having reviewed the Board of Directors’ report and the Statutory Auditors’ special report and pursuant to the provisions of the French Commercial Code and in particular Articles L. 225-129-2, L. 22-10-49, L. 225-138 and L. 225-92:
| 1) | delegates to the Board of Directors its power to issue, with the possibility of sub-delegation under the conditions provided for by law, on one or more occasions, in the proportions and at the times of its |
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| choosing, in France and abroad, in euros or in a foreign currency, or in any other monetary unit established by reference to several currencies, with pre-emptive subscription rights waived, ordinary shares in the form of American Depositary Shares or American Depositary Receipts of the Company; |
the subscription for which may be settled either in cash or by offsetting receivables; | 2) | sets the term of validity of this delegation at eighteen (18) months from the date of this General Meeting; |
| 3) | decides to set the following limits on the amounts of the capital increases authorized in the event of use by the Board of Directors of the present delegation of authority: |
the maximum total par value of the immediate or future capital increases that may be made subject to this delegation may not exceed 28,929,000 euros or the equivalent in a foreign currency, or in any other monetary unit established by reference to several currencies, it being specified this maximum amount counts toward the overall limit on the maximum par value of shares that may be issued as envisaged under the thirtieth resolution of this General Meeting; to this maximum amount will be added, as necessary, the par value of any capital increase necessary to preserve the rights of the holders of rights or securities giving access to the Company’s capital, in accordance with the law and, if applicable, any contractual stipulations providing for other methods of preservation; | 4) | in the event that the Board of Directors makes use of this delegation of authority: |
decides, in accordance with the provisions of Article L. 225-138 II of the French Commercial Code, that the issuance price of ordinary shares that may be issued under the scope of this delegation of powers will be set by the Board of Directors, with option of sub-delegation under the General Meeting decides thatconditions provided for eachby law, and shall be at least equal to (at the option of the issuesBoard of Directors): either the last closing price of the Company’s shares on the regulated market Euronext Paris prior to the date on which the issue price is set, possibly reduced by a maximum discount of 15%, or the volume-weighted average price of the share of the Company on the regulated market of Euronext Paris over a period determined by the Board of Directors of between one to five consecutive trading days chosen from the last thirty trading days prior to the date on which the issue price is set, possibly reduced by a maximum discount of 15%; decides to eliminate the preferential subscription rights by shareholders of shares to be issued pursuant to this resolution and to reserve the shares to be issued pursuant to this resolution for the following category of beneficiary(ies): any credit institution, any investment service provider, French or foreign, or any foreign institution with an equivalent status, intervening within the framework of an ATM Program set up by the Company (or any equity financing program of the same nature which would replace it) and providing, within this framework, for the subscription of securities issued by the Company; acknowledges that that the present delegation automatically entails the express waiver, in favour of the holders of issued securities giving access to the Company’s capital, of the shares to which the securities will give immediate or future entitlement; decides, in accordance with article L.225-134 of the French Commercial Code, that if subscriptions, including those of shareholders, if any, have not absorbed the entire issue, the Board of Directors may use, in the order it shall determine, the following options or some of them only: limit the amount of the issue to the amount of subscriptions, it being specified that in the case of an issue of ordinary shares or securities whose primary security is a share, the amount of subscriptions must reach at least three-quarters of the issue decided upon for this limitation to be possible, freely allocate all or part of the unsubscribed securities; 117
| 5) | decides that the Board of Directors may not, without the prior authorization of the General Meeting, make use of this delegation as from the filing by a third party of a draft public offer for the Company’s shares until the end of the offer period; |
| 6) | decides that the Board of Directors will have full powers, with option of sub-delegation under the conditions provided for by law, to implement this resolution, and therefore to: |
to determine the characteristics, amount and terms of any issuance and to set their subscription price, with or without premium, the terms of payment as well as to determine the date, which may be retroactive, from which rights will be attached to the new shares; to set the terms and conditions under which the Company will have the right to purchase or exchange on the stock market, at any time or during specific periods, the securities issued or to be issued immediately or in the future with a view to cancelling them or not, taking into account the legal provisions; provide for the possibility of suspending the exercise of rights attached to shares or securities giving access to the capital determinedfor a maximum period of three (3) months in accordance with legal and regulatory provisions; at its sole discretion, charge the costs of the capital increases against the amount of the premiums relating thereto and deduct from this amount the sums necessary to fund the legal reserve; to determine and make all adjustments to take into account the impact of transactions on the Company’s capital or shareholders’ equity; record each share capital increase and make the corresponding amendments to the by-laws; in general, enter into any agreement, in particular in order ensure the successful completion of the issue, take any measures and carry out any formalities required for the issue, listing and financial servicing of the securities issued under this delegation of authority and for the exercise of the rights attached thereto; | 7) | acknowledges that the Board of Directors will report to the next Ordinary General Meeting, in accordance with the law and regulations, on the use of the present delegation granted under this resolution; |
| 8) | notes that this delegation of authority supersedes, as from the date hereof, the unused portion, if any, of the delegation of authority granted by the General Meeting of April 12, 2023, in its twenty-fifth resolution. |
Twenty-sixth Resolution – Delegation of powers to be granted to the Board of Directors, in the case of a capital increase with existing shareholders’ preferential subscription rights maintained or waived, to increase the number of shares to be issued in the event of excess demand for subscriptions The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary shareholders’ meetings and having reviewed the Board of Directors’ report and the Statutory Auditors’ special report and pursuant to 24th, 25th, 26th,the provisions of the French Commercial Code and 28in particular Article L. 225-135-1: | 1) | delegates to the Board of Directors, with option of sub-delegation under the conditions provided for by law, its authority to decide, for each of the issues of ordinary shares or securities giving access to the share capital decided pursuant to the twentieth, twenty-first, twenty-second, twenty-fourth and twenty-fifth resolutions, to increase the number of shares or securities to be issued, in accordance with the conditions set out in Articles L. 225-135-1 and R. 225-118 of the French Commercial Code (i.e., to date, within thirty days of the closing of the subscription, at the same price as that used for the initial issue and up to a limit of 15% of the issue price) and within the limit of the ceiling(s) provided for in the resolution pursuant to which the issue is decided, when the Board of Directors identifies excess demand for subscriptions, in particular with a view to granting an over-allotment option in accordance with market practices; |
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| 2) | decides that the Board of Directors may not, without the prior authorization of the General Meeting, make use of this delegation as from the filing by a third party of a draft public offer for the Company’s shares until the end of the offer period; |
| 3) | sets the term of validity of this delegation of authority at twenty-six (26) months from the date of this General Meeting(except for the 24th and 25th resolutions, for which this delegation is valid for an 18-months period); |
| 4) | notes that this delegation of authority supersedes, as from the date hereof, the unused portion, if any, of the delegation of authority granted by the General Meeting of April 12, 2023, in its twenty-sixth resolution. |
Twenty-seventh Resolution – Delegation of powers to be granted to the Board of Directors to increase the capital by means of the issue of ordinary shares and/or securities giving access to the capital, up to the limit determined by applicable laws and regulations at the time of the implementation of this delegation, in consideration for contributions in kind of equity securities or securities giving access to the capital The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary shareholders’ meetings and having reviewed the Board of Directors’ report and the Statutory Auditors’ special report and pursuant to the provisions of the French Commercial Code and in particular Articles L. 225-147, L. 22-10-49, L. 22-10-53 and L. 228-91 and seq. of said Code: | 1) | delegates to the Board of Directors its power to proceed, on the basis of the auditors’ report mentioned in paragraph 1 and 2 of Article L. 225-147 of the French Commercial Code, with the issue of ordinary shares or securities giving access to ordinary shares, up to 10% of the share capital, in view of the remuneration of contributions in kind permitted to the company and comprising equity securities or securities giving access to the capital if the provisions of Article L. 22-10-54 of the French Commercial Code do not apply; |
| 2) | sets the term of validity of this delegation of authority at twenty-six (26) months, with effect from the date of this Meeting; |
| 3) | decides to set the following limits on the amounts of the capital increases authorized in the event of use by the Board of Directors of the present delegation of authority: |
the maximum nominal amount of the immediate or future capital increase resulting from all of the issues carried out under this delegation may not exceed the limit determined by applicable laws and regulations at the time of the implementation of this delegation (on an indicative basis, currently 10% of the share capital on the date of the decision to increase the share capital by the Board of Directors, it being specified that this amount counts toward the overall limit on the maximum par value of shares that may be issued as envisaged under the thirtieth resolution of this General Meeting,Meeting; to this maximum amount will be added, as necessary, the numberpar value of any capital increase necessary to preserve the rights of the holders of rights or securities giving access to the Company’s capital, in accordance with the law and, if applicable, any contractual stipulations providing for other methods of preservation; | 4) | decides to set the following limits on the amounts of debt securities authorized in the event of the issue of securities in the form of debt securities giving immediate or future access to the capital of the Company or of other companies: |
the maximum nominal amount of the debt securities of the Company that may be issued pursuant to this delegation may not exceed 200,000,000 euros or the equivalent in a foreign currency, or in any monetary unit established by reference to several currencies; it being specified this maximum amount counts toward the overall limit on the maximum par value of shares that may be increasedissued as envisaged under the conditions set outthirtieth resolution of this Meeting; this amount will be increased, if necessary, by any redemption premium above par and is independent of the amount of debt securities whose issuance could result from the use of other resolutions submitted to this Meeting and of debt securities whose issuance would be decided or authorized by the Board of 119
| Directors in accordance with articles L.228-36-A,L.228-40, L.228-92 paragraph 3, L.228-93 paragraph 6 and L.228-94 paragraph 3 of the French Commercial Code; |
| 5) | decides to eliminate the preferential subscription rights by shareholders of ordinary shares and other securities covered by this resolution in favor of the holders of the securities or securities covered by the contributions in kind; |
| 6) | decides that the Board of Directors may not, without the prior authorization of the Shareholders’ Meeting, use this authorization during a public offer period initiated by a third party for the shares of the Company until the end of the offer period; |
| 7) | decides that the Board of Directors will have full powers, with option of sub-delegation under the conditions provided for by law, to implement this resolution, and therefore to: |
to decide, on the basis of the report of the auditor(s) referred to in Articles Lthe first and second paragraphs of Article L. 225-135-1 and R 225-118225-147 of the French Commercial Code, upthe approval of the evaluation of contributions and the granting of any special benefits; decide to issue shares and/or securities giving immediate or future access to the maximumCompany’s share capital in consideration for the contributions; determine the list of equity securities and securities giving access to the capital contributed, approve the valuation of the contributions, set the terms of issue of the shares and/or securities remunerating the contributions, as well as the amount determinedof the balancing cash payment, if any, approve the granting of special benefits, and reduce, if the contributors agree, the valuation of the contributions or the remuneration of the special benefits; to determine the dates and terms of issue, the nature, number and characteristics of the shares and/or securities remunerating the contributions and to modify, during the life of these securities, the said terms and characteristics in compliance with the applicable formalities and to set the terms according to which the rights of the holders of securities giving access to the share capital will be preserved, where applicable; to decide, in addition, in the event of the issue of debt securities, whether or not they will be subordinated (and, where applicable, their rank of subordination); to charge, if applicable, all expenses and rights stemming from the capital increase against the contribution premium, to deduct from the contribution premium the necessary sums to fund the legal reserve; to set the terms and conditions under which the Company may, if necessary, purchase or exchange securities on the stock market at any time or during specific periods, with a view to cancelling them or not, in accordance with the law; provide for the possibility of suspending the exercise of rights attached to shares or securities giving access to the capital in accordance with legal and regulatory provisions; to determine and make all adjustments to take account of the impact of transactions affecting the Company’s capital or shareholders’ equity, in particular in the event of a change in the par value of the share, a capital increase by incorporation of reserves, profits or premiums, a bonus share issue, a stock split or reverse stock split, the General Meeting.distribution of dividends, reserves or premiums or any other assets amortization of capital, or any other transaction affecting the capital or shareholders’ equity (including in the event of a public offering and/or a change of control), and to set any other terms and conditions to ensure the preservation of the rights of holders of securities giving access to the capital or other rights giving access to the capital (including by way of adjustment in cash); record the completion of each capital increase and make the corresponding amendments to the bylaws; generally, enter into any agreements, take all measures and complete any formalities required for the issue and for the financial administration of the securities issued pursuant to this delegation and for the exercise of any attached rights and, more generally, perform all tasks required in this regard; 120
| 8) | notes that, in the event that the Board of Directors were to use the delegation granted to it in this resolution, the report of the contribution auditor, if one is drawn up in accordance with Articles L. 225 -147 and L. 22-10-53 of the French Commercial Code, will be brought to its attention at the next General Meeting; |
Thirtieth
| 9) | notes that this delegation of authority supersedes, as from the date hereof, the unused portion, if any, of the delegation of authority granted by the General Meeting of April 12, 2023, in its twenty-seventh resolution. |
Twenty-eighth Resolution – - Delegation of powers to be granted to the Board of Directors for the purpose of deciding on any operation of merger-absorption, demerger, or partial contribution of assets.assets The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary shareholders’ meetings, having reviewed the Board of Directors’ report and in accordance with the provisions of ArticleArticles L. 236-9 II, L. 236-16 and L. 236-22of the French Commercial CodeCode: 1) Delegates to the Board of Directors all powers to decide, at the times it deems appropriate, on one or more mergers, absorptions, demergers or partial contributions of assets carried out in accordance with the provisions of Articles L. 236-1 et seq. of the French Commercial Code,
| 1) | delegates to the Board of Directors all powers to decide, at the times it deems appropriate, on one or more mergers, absorptions, demergers or partial contributions of assets carried out in accordance with the provisions of Articles L. 236-1 and seq. of the French Commercial Code; |
| 2) | decides that the Board of Directors shall have full powers to implement, in accordance with the conditions set by law and the bylaws, this delegation of authority to determine all the terms and conditions of any transaction that may be decided pursuant to this delegation, it being specified that if this transaction requires a capital increase by the Company, such increase must be carried out within the limits set forth in the twenty-ninth resolution below; |
2) Decides that the Board of Directors shall have full powers to implement, in accordance with the conditions set by law and the bylaws, this delegation of authority to determine all the terms and conditions of any transaction that may be decided pursuant to this delegation, it being specified that if this transaction requires a capital increase by the Company, such increase must be carried out within the limits set forth in the thirty-first resolution below,
| 3) | notes that, in accordance with article L. 236-9, II paragraph 4, one or more shareholders of the company representing at least 5% of the share capital may apply to the courts, within 20 days of the last publication in accordance with article R. 236-2 of the French Commercial Code or, as the case may be, the last publication provided for in article R. 236-2-1 of the same code, for the appointment of a legal representative for the purpose of convening the General Meeting of the company to vote on the approval of the merger, demerger, split-off or other transaction. 236-2-1 of the same code, the appointment of a court-appointed agent to convene the company’s general meeting to vote on the approval of the merger, demerger or partial contribution of assets subject to the regime for demergers, or of their sole draft; |
3) Sets the term of validity of this delegation of authority at twenty-six months, with effect from the date of this General Meeting,
| 4) | sets the term of validity of this delegation of authority at twenty-six (26) months, with effect from the date of this General Meeting; |
4) Decides that this delegation may not be implemented during a public offering period.
| 5) | decides that the Board of Directors may not, without the prior authorization of the Shareholders’ Meeting, use this authorization during a public offer period initiated by a third party for the shares of the Company until the end of the offer period; |
Thirty-first resolution
| 6) | notes that this delegation of authority supersedes, as from the date hereof, the unused portion, if any, of the delegation of authority granted by the General Meeting of April 12, 2023, in its twenty-eighth resolution. |
Twenty-ninth Resolution – Delegation of powers to be granted to the Board of Directors to issue ordinary shares giving, as the case may be, access to ordinary shares or to the allocation of debt securities (of the Company or of a Group company), and/or securities giving access to ordinary shares (of the Company or of a Group company), in the context of aan operation of merger, demerger or partial contribution of assets decided by the Board of Directors pursuant to the delegation referred to in the thirtiethtwenty-eighth resolution suspension during a public offering period, The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary shareholders’ meetings, having reviewed the Board of Directors’ report and the report of the Statutory Auditors, subject to the adoption of the thirtiethtwenty-eighth resolution above, and in accordance with the French Commercial Code and in particular the provisions of Articles L. 225-129 to L. 225-129-3, L. 225-129-5, L. 22-10-49and L. 228-91 etand seq., 1) Delegates to the Board of Directors its power to decide on the issue, on one or more occasions and at the times it deems appropriate, on the French and/or international market, either in euros, or in a foreign currency or any other unit of account established by reference to a set of currencies:said Code:
| 1) | delegates to the Board of Directors its power to decide on the issue, on one or more occasions and at the times it deems appropriate, on the French and/or international market, either in euros, or in a foreign currency or any other unit of account established by reference to a set of currencies: |
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and/or ordinary shares giving right to the allocation of other ordinary shares to be issued or debt securities, and/or securities giving access to common shares to be issued,issued; in consideration for contributions in kind granted to the Company in connection with any merger, demerger or partial asset contribution decided by the Board of Directors pursuant to the delegation granted under the thirtiethtwenty-eighth resolution above, said shares confer the same rights as existing shares, subject to their dividend entitlement date,date; 2) Sets the period of validity of this delegation of authority at twenty-six months, with effect from the date of this Meeting,
| 2) | sets the period of validity of this delegation of authority at twenty-six (26) months, with effect from the date of this Meeting; |
3) Resolves, as necessary, to cancel, in favor of the shareholders of the absorbed or transferring company, the shareholders’ preferential subscription right to these ordinary shares and securities to be issued,
| 3) | resolves, as necessary, to cancel, in favor of the shareholders of the absorbed or transferring company, the shareholders’ preferential subscription right to these ordinary shares and securities to be issued; |
| 4) | acknowledges, as necessary, that this authorization automatically entails the express waiver by shareholders of their pre-emptive right to subscribe for the shares to which the securities issued under this authorization will entitle their holders; |
| 5) | decides to set the following limits on the amounts of the capital increases authorized in the event of use by the Board of Directors of the present delegation of authority: |
4) Acknowledged, as necessary, that this authorization automatically entails the express waiver by shareholders of their pre-emptive right to subscribe for the shares to which the securities issued under this authorization will entitle their holders,
5) The total nominal amount of the ordinary shares that may be issued pursuant to this delegation may not exceed 10% of the share capital on the date of the decision to increase the share capital by the Board of Directors.
6) ThisDirectors, it being specified that this maximum amount counts toward the overall limit on the maximum par value of shares that may be issued as envisaged under the thirty-second Resolutionthirtieth resolution of this General meeting.Meeting,
To
to this ceiling shall be added, where applicable, the amount of additional shares to be issued to preserve, in accordance with legal or regulatory provisions and, where applicable, applicable contractual stipulations, the rights of holders of securities and other rights giving access to the share capital,capital; 7) The
| 6) | decides to set the following limits on the amounts of debt securities authorized in the event of the issue of securities in the form of debt securities giving immediate or future access to the capital of the Company or of other companies: |
the maximum nominal amount of issues of debt securities giving access to the capital and debt securities that may be issued pursuant to this delegation may not exceed 150,000,000200,000,000 euros (or the equivalent value of this amount in the event of an issue in another currency), it being specified that :this amount will be deducted from the overall ceiling referred to in the thirtieth resolution, this amount will be increased, if applicable, by any redemption premium above par this and is independent of the amount will be deductedof debt securities whose issuance could result from the overall ceiling referreduse of other resolutions submitted to in the thirty-second resolution below,
this ceiling does not apply to theMeeting and of debt securities referred to in articles L. 228-40, L. 228-36-A and L. 228-92 paragraph 3 of the French Commercial Code, the issue of whichwhose issuance would be decided or authorized by the Board of Directors under the conditions provided for in articleaccordance with articles L. 228-36-A, L. 228-40, L. 228-92 paragraph 3, L. 228-93 paragraph 6 and L. 228-94 paragraph 3 of the French Commercial Code, or in other cases, under the conditions determined by the Company in accordance with the provisions of article L. 228-36-A of the French Commercial Code.Code; 8) Decides that the Board cannot, unless authorized in advance by the General Meeting, make use of this delegation in a period public offering initiated by a third party targeting the securities of the Company until the end of the offering period.
| 7) | decides that the Board of Directors cannot, unless authorized in advance by the General Meeting, make use of this delegation in a period public offering initiated by a third party targeting the securities of the Company until the end of the offering period; |
| 8) | acknowledges that the Board will have full powers to decide and record the completion of the capital increase in consideration for the transaction, to charge all costs and duties incurred in connection with the capital increase against the premium, if any, and to deduct them from the premium, if it deems appropriate, the sums required to fund the legal reserve, to make the corresponding amendments to the bylaws, to take any decision with a view to admitting the shares and securities thus issued to trading on Euronext, and, more generally, to do whatever is necessary; |
9) Acknowledges that the Board will have full powers to decide and record the completion of the capital increase in consideration for the transaction, to charge all costs and duties incurred in connection with the capital increase against the premium, if any, and to deduct them from the premium, if it deems appropriate, the sums required to fund the legal reserve, to make the corresponding amendments to the bylaws, to take any decision with a view to admitting the shares and securities thus issued to trading on Euronext, and, more generally, to do whatever is necessary,122
Thirty-second resolution
| 9) | notes that this delegation of authority supersedes, as from the date hereof, the unused portion, if any, of the delegation of authority granted by the General Meeting of April 12, 2023, in its twenty-ninth resolution. |
Thirtieth Resolution – Overall limit on the maximum authorized amounts set under the 25th, 26th, 28thresolutions twenty-first, twenty-second, twenty-fourth, twenty-fifth, twenty-sixth, twenty-seventh and 31st Resolutions of this General Meeting and the 28th resolution of the General Meeting of April 20, 2020.twenty-ninth resolutions The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary shareholders’ meetings and having reviewed the Board of Directors’ report, decides to setset: | 1) | at 65%28,929,000 euros , the total nominal amount of the share capital on the date of this General Meeting the total par value of any sharesincreases that may be issued undercarried out pursuant to the 25th, 26th, 28thtwenty-first, twenty-second, twenty-fourth, twenty-fifth, twenty-sixth, twenty-seventh and 31sttwenty-ninth resolutions ofsubmitted to this General Meeting, and the 28th resolution of the General Meeting of April 20, 2020,. Toit being specified that to this limit willshall be added, if applicable, the par value of any capital increase required to preserve, in accordance with the law and, if applicable, any contractual stipulations providing for other adjustments, the rights of the holders of rights or transferable securities giving access to the Company’s capital.capital; |
1)2) | 150,000,000at 200,000,000 euros, (oror the equivalent of this amount in the event of an issue in another currency)currency, the maximum nominal amount of debt securities that may be issued pursuant to the aforementioned resolutions.
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Thirty-third resolution-Thirty-first Resolution – Delegation of powers to be granted to the Board of Directors to increase the capital by means of the incorporation of reserves, profits and/or premiums
The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary shareholders’ meetings and having reviewed the Board of Directors’ report and pursuant to the provisions of Articles L. 225-129-2, L. 225-130 and L. 22-10-50 of the French Commercial Code: | 1) | delegates its competence to the Board of Directors to decide to increase the share capital on one or more occasions, in the periods and according to the methods it may determine, by means of the incorporation into capital of reserves, profits, premiums or other amounts admitted for capitalization, by the issue and free share allocation or by raising the face value of existing ordinary shares or combining these two methods; |
| 2) | decides that, in the event that this delegation is used by the Board of Directors, in accordance with the provisions of Article L. 22-10-50 of the French Commercial Code, if the capital increase takes the form of a free allocation of shares, the rights attached to fractional shares may not be traded or assigned and that the corresponding equity securities will be sold; the proceeds of the sale will be allocated to the holders of the rights within the period prescribed by the regulations; |
| 3) | sets the term of validity of this authorization at twenty-six (26) months from the date of this General Meeting; |
| 4) | decides that the amount of the capital increase carried out under this resolution must not exceed the nominal amount of 4,821,000 euros, excluding the amount necessary to preserve, in accordance with the law, the rights of holders of securities giving access to shares; |
| 5) | this maximum amount is independent of all maximum amounts set by the other resolutions of this Meeting; |
| 6) | decides that the Board of Directors cannot, unless authorized in advance by the General Meeting, make use of this delegation in a period public offering initiated by a third party targeting the securities of the Company until the end of the offering period; |
| 7) | confers upon the Board of Directors all powers necessary to implement this resolution and, generally, to take all steps and fulfil all formalities required for the successful completion of each share capital increase, to record the execution thereof and to amend the by-laws accordingly; |
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| 8) | notes that this delegation of authority supersedes, as from the date hereof, the unused portion, if any, of the delegation of authority granted by the General Meeting of April 12, 2023, in its thirty-first resolution. |
Thirty-second Resolution – Delegation of powers to be granted to the Board of Directors to increase the share capital by the issue of ordinary shares and/or securities giving access to the capital, with pre-emptive subscription rights waived in favor of the members of a company savings plan pursuant to Articles L. 3332-18 and seq. of the French Labor Code The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary shareholders’ meetings and having reviewed the Board of Directors’ report and the Statutory Auditors’ special report, voting pursuant to Articles L. 22-10-49, L. 225-129-6, L. 225-138-1 and L. 228-92 of the French Commercial Code and L. 3332-18 and seq. of the French Labor Code: | 1) | delegates its power to the Board of Directors to enact, at its own discretion, a capital increase on one or more occasions through the issue of ordinary shares or securities giving access to the equity securities to be issued by the Company, reserved for members of one or more group or company employee savings plans established by the Company and/or affiliated French or international companies under the conditions of Article L. 225-180 of the French Commercial Code and of Article L. 3344-1 of the French Labor Code; |
| 2) | withdraws, in favor of these individuals, any pre-emptive subscription rights to shares issued pursuant to this delegation; |
| 3) | sets the validity of this delegation at twenty-six (26) months from the date of this General Meeting; |
| 4) | limits the maximum par value of the increases that may be enacted under this delegation at 2% of the share capital at the date of this General Meeting to carry out this increase, with the understanding that this amount is separate to any other maximum amounts set by other authorizations relating to capital increases, it being specified that to this amount will be added, as necessary, the par value of any capital increase necessary to preserve the rights of the holders of rights or securities giving access to the Company’s capital, pursuant to the law and, if applicable, any contractual stipulations providing for other forms of preservation; |
| 5) | decides that the price of any shares to be issued under point 1/ of this delegation may not be more than 30% (or 40% lower if the vesting period stipulated by the scheme pursuant Articles L. 3332-25 and L. 3332-26 of the French Labor Code is greater than or equal to ten years) below the average opening price of the shares for the 20 trading days prior to the decision setting the date for the opening of subscriptions, nor may it be higher than this average; |
| 6) | decides, pursuant to the provisions of Article L.3332-21 of the French Labor Code, that the Board of Directors may allocate to the beneficiaries defined in the first paragraph above, free shares already issued or to be issued, or other securities giving access to the Company’s capital that have already been issued or are to be issued in respect of (i) any employer contribution that may be paid pursuant to the regulations governing group or company savings plans and/or (ii) if applicable, any discount; |
| 7) | resolves that the Board of Directors shall have full powers, with the option of sub-delegation under the conditions laid down by law, to implement the present delegation, to take all measures to determine the various terms of the transaction and to carry out all necessary formalities; |
| 8) | notes that this delegation of authority supersedes, as from the date hereof, the unused portion, if any, of the delegation of authority granted by the General Meeting of April 12, 2023, in its thirty-second resolution. |
Thirty-third Resolution – Delegation of powers to be granted to the Board of Directors to issue stock warrants (BSA), subscription and/or acquisition of new and/or existing stock warrants (BSAANE) and/or subscription and/or acquisition of new and/or existing redeemable stock warrants (BSAAR) with cancellation of preferentialpre-emptive subscription rights reserved for categorieswaived in favor of persons, suspension during a public offering period,category of persons The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary shareholders’ meetings and having reviewed the Board of Directors’ report and the Statutory Auditors’ special 124
report and pursuant to the provisions of Articles L. 225-129-2, L. 22-10-49, L. 225-138 and L. 228-91 and seqseq. of the French Commercial Code: | 1) | Delegatesdelegates its competence to the Board of Directors to proceed, on one or more occasions, in the proportions and at the time it deems appropriate, both in France and abroad, with the issue of new stock warrants (BSA), subscription and/or acquisition of new and/or existing stock warrants (BSAANE) and/or subscription and/or acquisition of new and/or existing redeemable stock warrants (BSAAR) with cancellation of preferential subscription rights reserved for the categories of persons defined below.below;
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| 2) | Setssets the term of validity of this delegation at eighteen (18) months from the date of this General Meeting.Meeting;
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| 3) | Decidesdecides that the total nominal amount of shares to which the warrants issued pursuant to this delegation give entitlement may not exceed 0.5% of the share capital existing on the day the Board of this Meeting.Directors decides to grant them. To this maximum amount will be added, as necessary, the nominal amount of the capital increase necessary to preserve the rights of the holders of rights BSA, BSAANE and/or securities giving access to the Company’s capital,BSAAR, pursuant to the law, and where applicable, the contractual stipulations providing for other forms of preservation. This maximum amount is separate from all maximum amounts set by the other resolutions of this General Meeting.Meeting;
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| 4) | Decides that the issue price of the warrant will be fixed by the Board of Directors. In the event of assignment to non-executive directors, the warrant issue price will coincide with its market value.
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5) | Decidesdecides that the subscription and/or acquisition price of the shares acquired by exercising the warrants shall be at least equal to the average closing price of DBV TECHNOLOGIESTechnologies shares for the 20 trading days preceding the decision to issue the warrants, if applicable, less the warrant issue price.warrants;
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6)5) | Decidesdecides to eliminate the preferential subscription rights of shareholders to the BSAs, BSAANEs and BSAARs to be issued, to the benefit of the following categories of persons: corporate officers, scientific committee members, employees of the company and persons associated with the company and the French or foreign companies related to the company, via a service agreement or as a consultant, in accordance with Article L.225-180 of the French Commercial Code.Code;
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7)6) | Stipulatesstipulates that this delegation means that the shareholders waive their pre-emptive rights to shares that may be issued by the exercising of warrants to the holders of BSAs, BSAANEs and/or BSAARs.BSAARs;
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8)7) | Decides that the Board cannot, unless authorized in advance by the General Meeting, make use of this delegation in a period public offering initiated by a third party targeting the securities of the Company until the end of the offering period.
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9) | Decidesdecides that if subscriptions have not absorbed the entire BSA, BSAANE and/or BSAAR issue, the Board of Directors may exercise the following options:
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limit the amount of the issue to the amount of subscriptions, if applicable within the limits established by the regulation; freely allocate all or part of the non-subscribed BSAs, BSAANEs and/or BSAARs to persons covered by the categories defined above.above; 10)8) | Decidesdecides that the Board of Directors shall be granted all necessary powers, under the terms set by the law and stipulated above, to issue BSAs, BSAANEs and/or BSAARs and in particular to:
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set the specific list of beneficiaries within the categories of persons defined above, the nature and number of warrants to be allocated to each beneficiary, the number of shares to which each warrant shall give entitlement, the issue price of the warrants and the subscription and/or acquisition price of the shares to which the warrants give entitlement under the terms outlined above, it being specified that the issue price of the warrants will be established according to market conditions and on the basis of expert opinion, the terms and deadlines for the subscription and exercise of the warrants, the associated adjustment mechanisms and more generally, all terms and conditions with respect to the issue; | shall give entitlement, the issue price of the warrants and the subscription and/or acquisition price of the shares to which the warrants give entitlement under the terms outlined above, the terms and deadlines for the subscription and exercise of the warrants, the associated adjustment mechanisms and more generally, all terms and conditions with respect to the issue
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prepare an additional report describing the final terms and conditions of the transaction; conduct the necessary share acquisitions within the framework of the share buyback program and to allocate them via the allocation plan; record the completion of the capital increase resulting from the exercising of the BSAs, BSAANEs and/or BSAARs and to amend the Bylaws accordingly; at its sole discretion, impute the cost of the capital increase to the amount of the associated premiums and deduct the necessary sums from this amount to bring the statutory reserve to one tenth of the new share capital after each increase; 125
delegate, under the conditions provided for by law, the powers required to enact the capital increase, and to delay the capital increase, within the limits and according to the terms and conditions previously set by the Board of Directors; and more generally, perform all tasks required in similar matters. The General Meeting notes that this delegation, for the part not used, if applicable, supersedes any and all relevant prior delegations.
| 9) | notes that this delegation of authority supersedes, as from the date hereof, the unused portion, if any, of the delegation of authority granted by the General Meeting of April 12, 2023, in its thirty-third resolution. |
Thirty-fourth resolutionResolution – Delegation of powersAuthorization to be granted to the Board of Directors to increase the share capital by the issueallocate for free shares to members of ordinary sharesstaff and/or securities granting access to the capital, with pre-emptive subscription rights waived in favorcertain corporate officers of the members of a company savings plan pursuant to Articles L. 3332-18 et seq. of the French Labor Code The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary shareholders’ meetings and having reviewed the Board of Directors’ report and the Statutory Auditors’ special report, voting pursuant to Articles L. 225-129-6, L. 225-138-1 and L. 228-92 of the French Commercial Code and L. 3332-18 and seq. of the French Labor Code:report: | 1) | Delegates its powers toauthorizes the Board of Directors, to enact, at its own discretion, a capital increase on one or more occasions, through the issue of ordinary shares or securities giving access to the equity securities to be issued by the Company, reserved for members of one or more group or company employee savings plans established by the Company and/or affiliated French or international companies under the conditions of Article L.225-180 of the French Commercial Code and of Article L.3344-1 of the French Labor Code.
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2) | Withdraws, in favor of these individuals, any pre-emptive subscription rights to shares issued pursuant to this delegation.
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3) | Sets the validity of this delegation at twenty-six months from the date of this General Meeting.
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4) | Limits the maximum par value of the increases that may be enacted under this delegation at 2% of the share capital at the date of this General Meeting to carry out this increase,accordance with the understanding that this amount is separate to any other maximum amounts set by other authorizations relating to capital increases. T
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To this amount will be added, as necessary, the par value of any capital increase necessary to preserve the rights of the holders of rights or securities giving access to the Company’s capital, pursuant to the law and, if applicable, any contractual stipulations providing for other forms of preservation;
5) | Decides that the price of any shares to be issued under point 1) of this delegation may not more than 30% (or 40% lower if the vesting period stipulated by the scheme pursuant to Articles L. 3332-2522-10-49, L. 225-197-1 and seq., L22-10-59 and L. 3332-26
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| of the French Labor Code is greater than or equal to ten years) below the average opening price of the shares for the 20 trading days prior to the decision setting the date for the opening of subscriptions, nor may it be higher than this average. |
6) | Decides, pursuant to the provisions of Article L.3332-21 of the French Labor Code, that the Board of Directors may allocate to the beneficiaries defined in the first paragraph above, free shares already issued or to be issued, or other securities giving access to the Company’s capital that have already been issued or are to be issued in respect of (i) any employer contribution that may be paid pursuant to the regulations governing group or company savings plans and/or (ii) if applicable, any discount and, in the event that any new shares are issued in respect of the discount or the employer contribution, may decide to capitalize any reserves, profits or issue premiums required to pay up these shares;
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7) | Notes that this delegation, for the part not used, if applicable, supersedes any and all relevant prior delegations.
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8) | The Board of Directors shall have the discretion to implement or not implement this authorization, take all measures and conduct all necessary formalities.
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Thirty-fifth Resolution – Authorization to be granted to the Board of Directors to allocate free shares to members of staff and/or certain corporate officers
The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary shareholders’ meetings and having reviewed the Board of Directors’ report and the Statutory Auditors’ special report, authorizes the Board of Directors, on one or more occasions, in accordance with Articles L. 225-197-1,L22-10-59 and L. 225-197-222-10-60 of the French Commercial Code, to allocate existing or future ordinary shares in the Company, reserved for:
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