Annual General Meeting
Valneva SE
June 30, 2016
Lyon
Forward-looking statements
This presentation contains certain forward-looking statements relating to the business of Valneva, including with
respect to the progress, timing and completion of research, development and clinical trials for product candidates, the ability to manufacture, market, commercialize and achieve market acceptance for product candidates, the ability to protect intellectual property and operate the business without infringing on the intellectual property rights of others,
estimates for future performance and estimates regarding anticipated operating losses, future revenues, capital requirements and needs for additional financing. In addition, even if the actual results or development of Valneva are
consistent with the forward-looking statements contained in this presentation, those results or developments of Valneva may not be indicative of their in the future. In some cases, you can identify forward-looking statements by words such as "could," "should," "may," "expects," "anticipates," "believes," "intends," "estimates," "aims," "targets," or similar
words. These forward-looking statements are based largely on the current expectations of Valneva as of the date of this presentation and are subject to a number of known and unknown risks and uncertainties and other factors that may
cause actual results, performance or achievements to be materially different from any future results, performance or achievement expressed or implied by these forward-looking statements. In particular, the expectations of Valneva could be affected by, among other things, uncertainties involved in the development and manufacture of vaccines,
unexpected clinical trial results, unexpected regulatory actions or delays, competition in general, currency fluctuations, the impact of the global and European credit crisis, and the ability to obtain or maintain patent or other proprietary
intellectual property protection. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements made during this presentation will in fact be realized. Valneva is providing the information in these materials as of this presentation, and disclaim any intention or obligation to publicly update or revise any forward-
looking statements, whether as a result of new information, future events, or otherwise.
June 30, 2016 VALNEVA - Annual General Meeting 2
Agenda
1. AGM preliminary formalities
2. Introduction
3. Company overview
4. 2015 business highlights & recent newsflow
5. Valneva 2015 financials & outlook
6. Answers to written questions
7. Auditor’s reports
8. Presentation and discussion of resolutions; voting
9. Conclusion
June 30, 2016 VALNEVA - Annual General Meeting 3
AGM preliminary formalities
Sign attendance sheet (all)
Appoint AGM committee (chairman, observers, secretary)
Validation of the Quorum (secretary)
Agenda (chairman)
Documents filed with the AGM committee (secretary)
June 30, 2016 VALNEVA - Annual General Meeting 4
Agenda
1. AGM preliminary formalities
2. Introduction
3. Company overview
4. 2015 business highlights & recent newsflow
5. Valneva 2015 financials & outlook
6. Answers to written questions
7. Auditor’s reports
8. Presentation and discussion of resolutions; voting
9. Conclusion
June 30, 2016 VALNEVA - Annual General Meeting 5
Introduction
June 30, 2016 VALNEVA - Annual General Meeting 6
http://www.worldometers.info/fr/
Valneva successfully becomes an independent vaccine
Company
June 30, 2016 VALNEVA - Annual General Meeting 7
*S&M: Sales and Marketing
Vivalis and
Intercell merge to become
Valneva
2013
2014
2015
Acquisition of
Cholera/ETEC vaccine + S&M* structure in the
Nordics
Valneva takes
direct control of marketing &
distribution of
IXIARO®
Revenues: €36.0m
R&D Investment: €21.4m
Revenues: €44.4m
R&D Investment: €22.2m
Revenues: €83.3m
R&D Investment: €25.4m
Expected Revenues: ~ €90-100m
R&D Investment: ~ €25m
Successful establishment of
global S&M network. Valneva opens commercial offices in Canada and the UK
2016
Valneva sells
its CMO business
Valneva
spins-off its antibody business
Valneva’s share price development since 2013
June 30, 2016 VALNEVA - Annual General Meeting 8
Valneva share price in € (Paris, closing price)
Valneva’s constant evolution and revenue growth not reflected in
the share price
0.00
1.00
2.00
3.00
4.00
5.00
6.00
7.00
8.00
9.00
5/28/2013 5/28/2014 5/28/2015 5/28/2016
€
Agenda
1. AGM preliminary formalities
2. Introduction
3. Company overview
4. 2015 business highlights & recent newsflow
5. Valneva 2015 financials & outlook
6. Answers to written questions
7. Auditor’s reports
8. Presentation and discussion of resolutions; voting
9. Conclusion
June 30, 2016 VALNEVA - Annual General Meeting 9
Valneva, a leading pure play and independent vaccine company
June 30, 2016 VALNEVA - Annual General Meeting 10
1 estimated
Offering commercial Products, R&D Portfolio and Platforms
Products
Portfolio
Platforms
2 commercial products + Valneva expects a 30% increase in product sales
leading to total revenues of €90-100m1 in 2016, and
an improvement in profitability
2 clinical products + Positive Phase II results for C. diff candidate in 2015 + Lyme borreliosis candidate expected to enter Phase I
in H2 2016
2 vaccine platforms + Valneva expects additional royalties on its EB66®
vaccine production cell line as well as on its IC31®
adjuvant in 2016
Vaccine market
June 30, 2016 VALNEVA - Annual General Meeting 11
1 Vaccines overview Marketed Drugs, Datamonitor 2013, Visiongain 2011
Global trends drive the continued growth of the vaccine market
Market development1 ($bn)
30.2 33.6
38.7 42.9
48.0 53.1
57.5 61.8
66.7 72.0
77.9
85.0
2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022
Market expected to grow with a CAGR of 9.9% to $85bn in 2022
Health economics increase focus on prevention
of diseases (vs. treatment)
Growing target population due to increasing
mobile lifestyles
Ageing population in developed countries
Long product life and limited generic
competition
High potential for vaccination in emerging
markets
Increased prevention awareness resulting in a
higher vaccination rate
+ Listed on NYSE Euronext Paris and Vienna Stock
Exchange
+ Number of ordinary shares1: 74,698,099
+ Market cap: ~ €150m (June 27, 2016)
+ ISIN: FR0004056851
+ Shareholder structure:
Free Float
Bpifrance Participations
Groupe Grimaud
Management & employees
1.0%
16.2% 70.9%
10.0%
1.9%
Other registered shareholders
Valneva SE corporate profile
June 30, 2016 VALNEVA - Annual General Meeting 12
+ Created in May 2013 through the merger of Vivalis
SA and Intercell AG;
+ Expanded its business by acquiring a commercial
product from Crucell/Janssen in February 2015
+ Incorporated in Lyon, France
+ More than 400 employees²
+ Principal sites in:
› Vienna, Austria (R&D, G&A, QA/QC)
› Nantes, France (R&D, G&A)
› Solna, Sweden (Manufacturing)
› Livingston, Scotland (Manufacturing)
+ Own commercial presence in:
› US
› Canada
› UK
› Sweden, Norway, Finland, Denmark
1 Excluding 17.8m preferred shares linked to the Pseudomonas vaccine candidate;
2 31% Research; 31% Manufacturing; 26% G&A; 9% Sales & Marketing; 3% Clinical Development
Stock information
Corporate profile
A leading pure play vaccine company
25 commercial
employees
Valneva’s unique business model dedicated to Vaccines
June 30, 2016 VALNEVA - Annual General Meeting 13
1 expected for 2016; net sales revenues to Valneva (differ from in-market sales)
Products/Commercial
Marketed products, R&D portfolio and technology platforms
Japanese encephalitis vaccine
~€50m sales in 20161
Cholera and ETEC Diarrhea Vaccine
~€23m sales in 20161
Leverage marketing & distribution infrastructure
Third Party
products
R&D and Technologies
Phase I / II Research &
pre-clinical Phase II / III
Clostridium difficile
Lyme borreliosis
Cell-based platform EB66®
IC31® adjuvant / Other laboratory services
* viral / travel New targets*
Pseudomonas aeruginosa – to be discontinued
Valneva’s new global marketing & distribution network,
well positioned to serve key markets
More than 60% of 2016 product sales are expected to be generated
by Valneva’s own teams in the US, Canada, the UK and the Nordics
June 30, 2016 VALNEVA - Annual General Meeting 14
Canada
France
(commercial
operations
headquarters)
US (government business)
UK
Nordic countries
Valneva’s commercial operations
Valneva’s own distribution territories
Covered by Valneva and distributor
Distributors
Producer and distributor
Product Candidate Discovery
research
Pre-clinical
research
IND
enabling
Phase I Phase II Phase III Partner
Clin
ica
l va
cc
ine
ca
nd
idate
s
Pseudomonas
aeruginosa
Co-development
with GSK
Clostridium difficile Active partner
search initiated
Lyme borreliosis tbd
Pre
-clin
ical v
ac
cin
e
ca
nd
idate
s
Chikungunya proprietary
Yellow fever proprietary
Zika proprietary
hMPV proprietary
Valneva’s pipeline of vaccine candidates
June 30, 2016 VALNEVA - Annual General Meeting 15
To be discontinued
2020 strategy – a journey to success
June 30, 2016 VALNEVA - Annual General Meeting 16
Becoming the leading independent pure play vaccine company
Products
Growing revenues from existing and future products to €250m
R&D
Investing at least 20% of revenues in R&D programs delivering patient benefit
and long-term value
Financials
Achieving financial self-sustainability and
positive cumulative cash-generation
Growth
Generating organic growth complemented by opportunistic M&A
strategies 2020 strategy
2020 strategy
Agenda
1. AGM preliminary formalities
2. Introduction
3. Company overview
4. 2015 business highlights & recent newsflow
5. Valneva 2015 financials & outlook
6. Answers to written questions
7. Auditor’s reports
8. Presentation and discussion of resolutions; voting
9. Conclusion
June 30, 2016 VALNEVA - Annual General Meeting 17
Valneva’s business year 2015
Valneva acquired and successfully integrated DUKORAL®
+ Expansion of commercial vaccine portfolio with the addition of a cholera /(ETEC1)
vaccine as a second product
+ Integration of a commercial organization in the Nordics
Valneva established its own global commercial infrastructure
+ Termination of IXIARO®-related marketing & distribution agreement with GSK to take
direct control over IXIARO® distribution
+ Opening of two new commercial offices in Canada and the UK, expansion of US
team to focus on IXIARO® distribution to the US Military + Country-specific marketing & distribution agreements with leading local distributors
Solid financial performance despite integration of Swedish activities and IXIARO®
transition
+ Total revenues of €83.3 million in 2015 (€42.4 million in 2014) + EBITDA loss of €8.5 million in 2015 despite integration (€7.4 million in 2014)
June 30, 2016 VALNEVA - Annual General Meeting 18
1 Indications differ by country - Please refer to Product / Prescribing Information (PI) / Medication Guide approved in your res pective countries for complete information, incl. dosing, safety and age groups in which this vaccine is licensed, ETEC = Enterotoxigenic Escherichia coli (E. Coli) bacterium.
Excellent operational performance and major strategic steps,
focusing on growing revenues and profitability
Valneva’s business year 2015
Our vaccine R&D efforts are of strategic importance in order to
generate long-term returns
Technology business segment further developed into positive cash generator offering
a basis for internal programs and partnerships
+ 10 new license agreements on the EB66® vaccine production cell line in 2015, partners
continue to develop and license EB66®-based programs
› Signing of an exclusive license agreement on EB66® cell line for human and veterinary vaccines in China
+ Exclusive worldwide license to Altimmune for the development of Hepatitis B vaccines
in combination with Valneva’s IC31® adjuvant, patient enrolment for Phase I clinical trial
ongoing
Late stage clinical vaccine candidates progressed to next value inflection points
+ Positive top line Phase II results for Clostridium difficile vaccine candidate
+ Completion of ~ 800 patients enrolment for the Phase II/III trial of the vaccine candidate
Pseudomonas aeruginosa. The program has now been discontinued.
June 30, 2016 VALNEVA - Annual General Meeting 19
Valneva’s H1 2016 highlights
Pseudomonas vaccine candidate
+ Valneva´s Pseudomonas aeruginosa candidate (VLA43) did not confirm positive vaccine
effect in Phase II/III trial
Japanese encephalitis vaccine + Valneva signed $42 million IXIARO® supply contract with US Government
+ Approval of Japanese encephalitis vaccine in Taiwan through commercial partner
Adimmune
Valneva presented its pre-clinical portfolio + Most advanced pre-clinical project focuses on Chikungunya which is expected to enter
Phase I clinical development in 2017
+ Valneva is evaluating development of Zika vaccine and is currently conducting proof of
concept experiments to determine the potential use of the IXIARO® platform
First sales of flu vaccines produced on Valneva’s EB66® by one of GSK’s partners
June 30, 2016 VALNEVA - Annual General Meeting 20
Delivering on financial guidance and milestones
Pseudomonas aeruginosa vaccine candidate
June 30, 2016 VALNEVA - Annual General Meeting 21
1 Intercell PR 2010.10.25 2 Valneva PR 2013.10.30; *: Statistically significant reduction of mortality for group vaccinated with 100mcg w/o Alum (formulation chosen for ongoing ph ase II/III trial); **: Fully blinded / Analysis conducted by Data Monitoring Committee
Phase II/III top line data did not confirm previous findings
Phase II 1
(400 patients)
Phase II/III 2
(interim/400 patients**)
Phase II/III top line
(800 patients)
Immunogenic in ICU patients / best
formulation VLA43 100µg w/o Alum Not assessed
VLA43 100µg w/o Alum comparably
immunogenic on peak-titers and
seroconversion
Significant prognostic value of Opr
F/I titers on survival Not assessed Still to be analyzed
No safety concerns Safety profile confirmed
Significant reduction of all-cause
mortality vs placebo*
Clinically meaningful difference, not
as pronounced as in Phase II /
statistically not significant / ”under-
powered“
Positive trend on mortality
progression
All-cause mortality (d 28), overall
survival, in all patients and in sub-group
of patients (with certain medical history)
did not differ significantly
Reduced mortality rates in patients
with infections Still to be analyzed
Leading commercial product: Japanese encephalitis vaccine
June 2016 Valneva - Company Presentation 22
+ Increased product adoption by travelers through reinforced
product awareness and improved usage with rapid
immunization schedule
+ Improved recommendations
+ Geographical expansion
* 2016 Management estimate
Growth drivers 2016
Expected split of 2016 product sales Product sales revenues in € million
Strong growth through new commercial channels and continued
improved usage
US military; 41%
US private; 21%
Europe; 33%
Other countries;
5%
Expected : ~€50m
9.7
14.6
30.6
~50
2015 2016 2020
Q1
FY
Further
growth of 10% yoy expected
Canada; 51%
Nordics; 19%
Australia/New Zealand; 16%
Other countries;
14%
2nd Commercial product: cholera/ (ETEC1) vaccine
June 2016 Valneva - Company Presentation 23
1 Indications differ by country - Please refer to Product / Prescribing Information (PI) / Medication Guide approved in your respective countries for complete information, incl. dosing, safety and age groups in which this vaccine is licensed, ETEC = Enterotoxigenic Escherichia coli (E. Coli) bacterium; 2 unaudited 2015 sales, including sales achieved by the previous owner between Jan 1 and Feb 9, 2015; 3 Management estimate; Label impact expected – PR Dec 23rd 2015
Expected split of 2016 product sales
DUKORAL® – Analysis of sales and growth potential
Expected: €23m3
Product sales revenues in € million
+ New commercialization strategy
+ Support label harmonization across all key
countries
+ Increased communication with KOL
+ Explore further product life cycle possibilities
Growth opportunities
9.8*
5.4
26.3*
~23
2015 2016 2020
21.0
4.5
Q1
FY
sales under previous owner
Single-digit yoy
growth expected
Growth opportunities
Agenda
1. AGM preliminary formalities
2. Introduction
3. Company overview
4. 2015 business highlights & recent newsflow
5. Valneva 2015 financials & outlook
6. Answers to written questions
7. Auditor’s reports
8. Presentation and discussion of resolutions; voting
9. Conclusion
June 30, 2016 VALNEVA - Annual General Meeting 24
Full year 2015 financial results
June 30, 2016 VALNEVA - Annual General Meeting 25
Compared to FY 2014 (IFRS, € million)
* Calculated by adding 2015 amortization, depreciation and impairment of €11.4m to the 2015 operating loss of € -19.9m
46.9 42.4
36.4
FY 2015 FY 2014
Revenues & Grants
EBITDA* Net loss
-18.2 -17.1
-28.8
FY 2015 FY 2014
COGS
Cash position
R&D Expenses
-25.4
-22.2
-1.1
FY 2015 FY 2014
42.6
29.5
31/12/2015 31/12/2014
-24.3
83.3
-47.0
attributable to acquired Crucell Sweden AB and DUKORAL® business
-20.6 -26.3
FY 2015 FY 2014
-8.5 -7.4
FY 2015 FY 2014
Two profitable business segments
June 30, 2016 VALNEVA - Annual General Meeting 26
*of merger/acquisition related intangible assets – non cash
Commercial products
Technologies & services
Vaccine candidates
Overhead
Revenues Operating Profit/Loss (before amortization*)
€62.1m
€8.7m
€8.5m
€4.6m
(€11.2m)
(€14.5m)
32% gross margin
€12.6m 60% gross margin
€19.8m R&D expenses
14% operating margin
36% operating margin
Total (€12.6m)
(€19.9m) after amortization*
Investments in R&D pipeline
15% operating expenses
Full Year 2015 Profit & Loss
June 30, 2016 VALNEVA - Annual General Meeting 27
* Gain from bargain purchase and impairment of BLiNK investment ** Calculated by adding Full Year 2015 amortization, depreciation and impairment to the Full Year 2015 operating loss
€ in thousand
12 months ended December 31
2015 2014
Revenues and grants 83,334 42,429
Cost of goods and services (46,961) (17,144)
R&D expenses (25,367) (22,242)
S,G&A and other expenses (23,667) (14,537)
Amortization and impairment (7,273) (12,323)
OPERATING LOSS (19,934) (23,817)
Finance result (including one-offs*) (683) (2,455)
LOSS FOR THE PERIOD (20,617) (26,272)
EBITDA** (8,492) (7,364)
2016 financial outlook
Strong revenue growth and positive trend towards EBITDA break-even
Commercial Products
€90 – 100m total revenues (up to 20% growth vs. 2015)
€70 – 80m product sales (up to 30% growth vs. 2015)
50% gross margin on product sales (vs. 32% in 2015)
Revenues
R&D investments €25m R&D expenses (at 2015 level)
EBITDA Close to operational break-even
Less than €5m EBITDA loss (vs. €8.5m in 2015)
June 30, 2016 VALNEVA - Annual General Meeting 28
Agenda
1. AGM preliminary formalities
2. Introduction
3. Company overview
4. 2015 business highlights & recent newsflow
5. Valneva 2015 financials & outlook
6. Answers to written questions
7. Auditor’s reports
8. Presentation and discussion of resolutions; voting
9. Conclusion
June 30, 2016 VALNEVA - Annual General Meeting 29
Agenda
1. AGM preliminary formalities
2. Introduction
3. Company overview
4. 2015 business highlights & recent newsflow
5. Valneva 2015 financials & outlook
6. Answers to written questions
7. Auditor’s reports
8. Presentation and discussion of resolutions; voting
9. Conclusion
June 30, 2016 VALNEVA - Annual General Meeting 30
Statutory and Consolidated financial statements 2015
June 2016 VALNEVA – AGM 31
Opinion from the Auditors
+ On the consolidated financial statements (Excerpt of the Auditors report on the consolidated accounts,
March 18, 2016)
« In our opinion, the consolidated financial statements give a true and fair view of the assets and
liabilities and of the financial position of the Group as of December 31, 2015 and of the results of its
operations for the year then ended in accordance with IFRSs as adopted by the European Union. »
+ On the statutory financial statements (Excerpt of the Auditors report on the statutory accounts, March 18,
2016)
«In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the
financial position of the Company as at December 31, 2015 and of the results of its operations for the
year then ended in accordance with French accounting principles. »
Related-party agreements and commitments
June 2016 VALNEVA – AGM 32
Excerpt from the Auditors’ report
+ Agreements and commitments authorized during the year 2015
Management Agreement executed betweeen Valneva SE and Mr. Franck Grimaud, Deputy CEO
(authorized by the Supervisory Board, on June 25, 2015):
Compensation and benefits granted by Valneva SE as from this General Meeting
Commitments authorized regarding compensation and benefits to be paid by Valneva SE in the event of work
disability, sickness, accident, termination of contract or change of position of Mr. Franck Grimaud
Management Agreement executed betweeen Valneva Austria GmbH and Mr. Thomas Lingelbach,
Chairman of the Management Board (authorized by the Supervisory Board, on June 25, 2015):
Commitments authorized regarding compensation and benefits to be paid by Valneva Austria GmbH in the event of
work disability, sickness, accident, termination of contract or change of position of Mr. Thomas Lingelbach
Management Agreement executed betweeen Valneva Austria GmbH and Mr. Reinhard Kandera,
Member of the Management Board (authorized by the Supervisory Board, on June 25, 2015):
Commitments authorized regarding compensation and benefits to be paid by Valneva Austria GmbH in the event of
work disability, sickness, accident, termination of contract or change of position of Mr. Reinhard Kandera
Related-party agreements and commitments
June 2016 VALNEVA – AGM 33
Excerpt from the Auditors’ report
+ Agreements approved in previous years and continued in 2015
Management Agreement executed betweeen Valneva SE and Mr. Franck Grimaud, Deputy CEO
(authorized by the supervisory board on May 31, 2013, approved by the Shareholders’ meeting on
June 26, 2014):
Compensation and benefits granted by Valneva SE as from May 28, 2013, date on which Valneva has been
registered in the Lyon Trade and Companies Register as European Company
Agreements executed with Groupe Grimaud la Corbière SA, shareholder with more than 10% of the
voting rights
Guarantees on loans taken out by the Company
+ Opinion from the Auditors
The Supervisory Board did not perform an annual review of these agreements entered into and
approved during previous years with Groupe Grimaud La Corbière SA and which remained in force
during the year.
Internal control, risks management and corporate governance
Juin 2016 VALNEVA – Assemblée Générale des actionnaires 34
Excerpt from the Auditors’ report on the Chairman of the
Supervisory Board report
+ Assessment procedures implemented by the Auditors
obtaining an understanding of the internal control and risk management procedures relating to the
preparation and processing of financial and accounting information on which the information
presented in the Chairman's report is based, and the existing documentation;
obtaining an understanding of the work performed to support the information given in the report and
the existing documentation;
determining whether any material weaknesses in the internal control procedures relating to the
preparation and processing of financial and accounting information that we may have identified in the
course of our work are properly disclosed in the Chairman’s report.”
+ Conclusion from the Auditors
“We have no matters to report on the information given on internal control and risk management
procedures relating to the preparation and processing of financial and accounting information, set out in
the report of the Chairman of the Supervisory Board, prepared in accordance with Article L. 225-68 of
the French Commercial Code.”
Agenda
1. AGM preliminary formalities
2. Introduction
3. Company overview
4. 2015 business highlights & recent newsflow
5. Valneva 2015 financials & outlook
6. Answers to written questions
7. Auditor’s reports
8. Presentation and discussion of resolutions; voting
9. Conclusion
June 30, 2016 VALNEVA - Annual General Meeting 35
Shareholders annual general meeting, June 30, 2016
Resolutions agenda and voting
IMPORTANT NOTE:
Some of the resolutions shown on the following slides have been summarized. For
the full text and for voting purposes, please refer to the print-outs that have been distributed.
The English resolutions and their English summary are free translations. In the event
of a discrepancy between the French and English versions, the full French text shall
prevail.
VALNEVA - Annual General Meeting 36 June 30, 2016
Shareholders annual general meeting, June 30, 2016
Resolutions agenda and voting
Resolution 1 – Approval of the statutory financial statements for the year ended
December 31, 2015
The shareholders, acting in accordance with the quorum and majority voting requirements applicable to Ordinary General Meetings of Shareholders, after having
reviewed the annual parent company financial statements and the reports of the
Management Board, the Supervisory Board and the Joint Statutory Auditors, hereby
approve the annual parent company financial statements for the year ended
December 31, 2015 as presented, as well as the transactions reflected in these financial statements or summarized in these reports, showing a loss of seventeen
million six hundred and nineteen thousand one hundred and forty five euros and
fourteen cents (€17,619,145.14).
VALNEVA - Annual General Meeting 37 June 30, 2016
Shareholders annual general meeting, June 30, 2016
Resolutions agenda and voting
Resolution 2 – Approval of consolidated financial statements for the year ended
December 31, 2015
The shareholders, acting in accordance with the quorum and majority voting requirements applicable to Ordinary General Meetings of Shareholders, after having
reviewed the consolidated financial statements and the reports of the Management
Board, the Supervisory Board and the Joint Statutory Auditors, hereby approve the
annual parent-company financial statements for the year ended 31 December 2015 as
presented, as well as the transactions reflected in these financial statements or summarized in these reports, showing a loss of twenty million six hundred and
sixteen thousand six hundred and sixty six euros and fifty one cents (€20,616,666.51).
VALNEVA - Annual General Meeting 38 June 30, 2016
Shareholders annual general meeting, June 30, 2016
Resolutions agenda and voting
Resolution 3 – Discharge of Management Board and Supervisory Board members for
the performance of their duties
The shareholders, acting in accordance with the quorum and majority voting requirements applicable to Ordinary General Meetings, after having reviewed the
reports of the Management Board, the Supervisory Board and the Joint Statutory
Auditors, grant full and unconditional discharge to the members of the Management
Board and the Supervisory Board for the performance of their duties for the period
ended December 31, 2015.
VALNEVA - Annual General Meeting 39 June 30, 2016
Shareholders annual general meeting, June 30, 2016
Resolutions agenda and voting
Resolution 4 – Appropriation of earnings for the year ended December 31, 2015
The shareholders, acting in accordance with the quorum and majority requirements
applicable to Ordinary General Meetings, resolve to allocate all of the loss of €17,619,145.14 for the 2015 financial year to retained earnings, thereby increasing it
from minus € 58,715,891.93 to minus € 76,335,037.07.
The shareholders note for the record, pursuant to article 243 bis of the French
General Tax Code, that no dividend has been distributed over the last three financial years.
VALNEVA - Annual General Meeting 40 June 30, 2016
Shareholders annual general meeting, June 30, 2016
Resolutions agenda and voting
Resolution 5 – Regulated agreements and commitment governed by articles L 225-86
et seq. of the commercial code
The shareholders, acting in accordance with the quorum and majority requirements applicable to Ordinary General Meetings of Shareholders, after having reviewed the
Statutory Auditors’ special report on the regulated agreements and commitments
referred to in articles L. 225-86 et seq. of the French commercial code, approve said
report and the agreements and commitments mentioned therein, including the
agreements entered into and authorized prior to the 2015 financial year and performed during that year, on condition that the shareholders approve the regulated
agreements and commitments referred to in the 6th, 7th and 8th resolutions.
VALNEVA - Annual General Meeting 41 June 30, 2016
Shareholders annual general meeting, June 30, 2016
Resolutions agenda and voting
Resolution 6 – Approval of the regulated agreement and commitments made in the
financial year ended December 31, 2015 for the benefit of Mr. Franck Grimaud
The shareholders, acting in accordance with the quorum and majority requirements applicable to Ordinary General Meetings of Shareholders, after having reviewed the
Statutory Auditors’ special report on the agreements and commitments referred to in
articles L. 225-86 et seq. of the French commercial code, approve (i) the new
agreement entered into between the Company and Mr. Franck Grimaud for the
purpose of setting out the remuneration and benefits to be received by him as member of the Management Board and Managing Director, and (ii) the Company’s
commitments to pay Mr. Franck Grimaud compensation for non-competition
obligations, inability to work or termination of duties, as authorized by the Company’s
Supervisory Board on June 25, 2015.
VALNEVA - Annual General Meeting 42 June 30, 2016
Shareholders annual general meeting, June 30, 2016
Resolutions agenda and voting
Resolution 7 – Approval of the regulated commitments made in the financial year
ended December 31, 2015 for the benefit of Mr. Thomas Lingelbach
The shareholders, acting in accordance with the quorum and majority requirements applicable to Ordinary General Meetings of Shareholders, after having reviewed the
Statutory Auditors’ special report on the commitments referred to in articles L. 225-
90-1 of the French commercial code, approve the commitments of the Company’s
subsidiary “Valneva Austria GmbH” to pay Mr. Thomas Lingelbach compensation for
non-competition obligations, inability to work or termination of duties, as authorized by the Company’s Supervisory Board on June 25, 2015.
VALNEVA - Annual General Meeting 43 June 30, 2016
Shareholders annual general meeting, June 30, 2016
Resolutions agenda and voting
Resolution 8 – Approval of the regulated commitments made in the financial year
ended December 31, 2015 for the benefit of Mr. Reinhard Kandera
The shareholders, acting in accordance with the quorum and majority requirements applicable to Ordinary General Meetings of Shareholders, after having reviewed the
Statutory Auditors’ special report on the commitments referred to in articles L. 225-
90-1 of the French commercial code, approve the commitments of the Company’s
subsidiary “Valneva Austria GmbH” to pay Mr. Reinhard Kandera compensation for
non-competition obligations, inability to work or termination of duties, as authorized by the Company’s Supervisory Board on June 25, 2015.
VALNEVA - Annual General Meeting 44 June 30, 2016
Shareholders annual general meeting, June 30, 2016
Resolutions agenda and voting
Resolution 9 – Reappointment of a Supervisory Board member (Mr. Frédéric Grimaud)
The shareholders, acting in accordance with the quorum and majority requirements
applicable to Ordinary General Meetings of Shareholders, reappoint Mr. Frédéric Grimaud as member of the Supervisory Board for a three-year (3) term that will be
expiring at the end of the general meeting which in 2019 will decide on the financial
statements of the 2018 financial year.
VALNEVA - Annual General Meeting 45 June 30, 2016
Shareholders annual general meeting, June 30, 2016
Resolutions agenda and voting
Resolution 10 – Reappointment of a Supervisory Board member (Mr. James Sulat)
The shareholders, acting in accordance with the quorum and majority requirements
applicable to Ordinary General Meetings of Shareholders, reappoint Mr. James Sulat as member of the Supervisory Board for a three-year (3) term that will be expiring at
the end of the general meeting which in 2019 will decide on the financial statements
of the 2018 financial year.
VALNEVA - Annual General Meeting 46 June 30, 2016
Shareholders annual general meeting, June 30, 2016
Resolutions agenda and voting
Resolution 11 – Reappointment of a Supervisory Board member (Ms. Anne-Marie
Salaun)
The shareholders, acting in accordance with the quorum and majority requirements applicable to Ordinary General Meetings of Shareholders, reappoint Ms. Anne-Marie
Salaun, whose married name is “Graffin”, as member of the Supervisory Board for a
three-year (3) term that will be expiring at the end of the general meeting which in
2019 will decide on the financial statements of the 2018 financial year.
VALNEVA - Annual General Meeting 47 June 30, 2016
Shareholders annual general meeting, June 30, 2016
Resolutions agenda and voting
Resolution 12 – Reappointment of a Supervisory Board member (Mr. Alexander von
Gabain)
The shareholders, acting in accordance with the quorum and majority requirements applicable to Ordinary General Meetings of Shareholders, reappoint Mr. Alexander
von Gabain as member of the Supervisory Board for a three-year (3) term that will be
expiring at the end of the general meeting which in 2019 will decide on the financial
statements of the 2018 financial year.
VALNEVA - Annual General Meeting 48 June 30, 2016
Shareholders annual general meeting, June 30, 2016
Resolutions agenda and voting
Resolution 13 – Reappointment of a Supervisory Board member (Mr. Alain Munoz)
The shareholders, acting in accordance with the quorum and majority requirements
applicable to Ordinary General Meetings of Shareholders, reappoint Mr. Alain Munoz as member of the Supervisory Board for a three-year (3) term that will be expiring at
the end of the general meeting which in 2019 will decide on the financial statements
of the 2018 financial year.
VALNEVA - Annual General Meeting 49 June 30, 2016
Shareholders annual general meeting, June 30, 2016
Resolutions agenda and voting
Resolution 14 – Appointment of a new Supervisory Board member (Ms. Louisa Mary
Shaw)
The shareholders, acting in accordance with the quorum and majority requirements applicable to Ordinary General Meetings of Shareholders, appoint Ms. Louisa Mary
Shaw, known as Lisa Shaw-Marotto, as member of the Supervisory Board, replacing
Mr. Hans Wigzell whose term of office is expiring at the end of this general meeting,
for a three-year (3) term. Ms. Shaw-Marotto’s term of office will be expiring at the end
of the general meeting which in 2019 will decide on the financial statements of the 2018 financial year.
VALNEVA - Annual General Meeting 50 June 30, 2016
Shareholders annual general meeting, June 30, 2016
Resolutions agenda and voting
Resolution 15 – Appointment of a new Supervisory Board member (Mr. Ralf Clemens)
The shareholders, acting in accordance with the quorum and majority requirements
applicable to Ordinary General Meetings of Shareholders, appoint Mr. Ralf Clemens as member of the Supervisory Board, replacing Mr. Michel Greco whose term of office
is expiring at the end of this general meeting, for a three-year term. Mr. Clemens’ term
of office will be expiring at the end of the general meeting which in 2019 will decide on
the financial statements of the 2018 financial year.
VALNEVA - Annual General Meeting 51 June 30, 2016
Shareholders annual general meeting, June 30, 2016
Resolutions agenda and voting
Resolution 16 – Appointment of a new Supervisory Board member (Bpifrance
Participations)
The shareholders, acting in accordance with the quorum and majority requirements applicable to Ordinary General Meetings of Shareholders, appoint the company
“Bpifrance Participations”, registered in the Créteil Trade and Companies Register
under number 509 584 074, as member of the Supervisory Board for a three-year (3)
term. Bpifrance Participations’ term of office will be expiring at the end of the general
meeting which in 2019 will decide on the financial statements of the 2018 financial year.
VALNEVA - Annual General Meeting 52 June 30, 2016
Shareholders annual general meeting, June 30, 2016
Resolutions agenda and voting
Resolution 17 – Setting the attendance fees for Supervisory Board members
The shareholders, ruling based on the quorum and majority voting requirements
applicable to ordinary general meetings, set the total amount of attendance fees to be divided between Supervisory Board members for the period from June 1, 2016 until
May 31, 2017 and subsequent 12-month periods until a meeting of shareholders
decides otherwise, at two hundred and eighty thousand euros (€280,000).
VALNEVA - Annual General Meeting 53 June 30, 2016
Shareholders annual general meeting, June 30, 2016
Resolutions agenda and voting
Resolution 18 – Approval of registered office relocation
The shareholders, having reviewed the Management Board’s report, expressly
approve the Supervisory Board’s decision dated May 12, 2016 to relocate the Company’s registered office from 70 rue Saint de Dieu, 69007 Lyon to World Trade
Center Lyon, Tour Oxygène, 10-12 boulevard Marius Vivier Merle, 69002 Lyon, from
May 13, 2016.
VALNEVA - Annual General Meeting 54 June 30, 2016
Shareholders annual general meeting, June 30, 2016
Resolutions agenda and voting
Summary of Resolution 19 – Authorization and powers to be given to the Management
Board for the purpose of allowing the Company to make transactions on its own
shares
The Company may:
purchase its own shares up to a maximum of 5% of the share capital, at a price per share
not exceeding €10.
sell, assign or transfer all or part of the shares so acquired; or
cancel said shares by reducing the share capital.
For purposes of:
ensuring market liquidity through a liquidity contract;
remitting such shares as payment or for financial transactions or acquisitions;
cancelling acquired shares, subject to approval of resolution 20;
covering share option plans for employees or corporate officers.
The maximum amount of funds earmarked for this programme is set at fifteen million
euros.
This authorisation supersedes and cancels any prior authorisation having the same
purpose.
VALNEVA - Annual General Meeting 55 June 30, 2016
Shareholders annual general meeting, June 30, 2016
Resolutions agenda and voting
Summary of Resolution 20 – Authorization granted to the Management Board for
cancellation by the Company of its own shares
The shareholders authorise the Management Board, for a period of eighteen months
from this meeting, to cancel, at its sole discretion, on one or more occasions, any
Company shares acquired by the Company, including preferred shares and up to a
maximum of 10% of the Company’s share capital per 24-month period, and to reduce the share capital by the corresponding amount.
This authorization supersedes and cancels any prior authorization having the same
purpose
VALNEVA - Annual General Meeting 56 June 30, 2016
Shareholders annual general meeting, June 30, 2016
Resolutions agenda and voting
Summary of Resolution 21 – Grant of authority to the Management Board to increase the share capital by issuing ordinary shares or any securities giving access to the capital while maintaining the preferential subscription right The General Meeting:
Delegates to the Management Board, for a maximum period of twenty-six months from the
present Meeting, the power to decide to carry out increases in capital by issuing ordinary shares
or any securities giving access to the capital of the Company;
Decides that the nominal amount of increases may not exceed an aggregate amount of four
million five hundred thousand euros (€ 4,500,000);
Decides that shareholders may exercise their preferential rights to subscribe for ordinary shares
and securities on the basis of revocable entitlement (à titre réductible);
Decides that the securities giving access to shares in the Company thereby issued may consist
of debt security or may be associated with the issue of such securities, or allow the issue
thereof as intermediate securities. The maximal nominal amount of debt securities thereby
issued cannot exceed a hundred and twenty-five million euros (€ 125,000,000);
Delegates all powers to the Management Board to set the issue price and conditions, set the
amount of the issue, set the date of record of the securities to be issued and proceed with the
listing of the securities to be issued;
Notes that this delegation automatically entails, in favour of the owners of securities giving
access to the capital of the Company, a waiver by the shareholders of their preferential right to
subscribe for shares to which these securities could give a right.
.
VALNEVA - Annual General Meeting 57 June 30, 2016
Shareholders annual general meeting, June 30, 2016
Resolutions agenda and voting
Summary of Resolution 22 – Grant of authority to the to the Management Board to
increase the capital by issuing ordinary shares and all securities conferring rights to
the capital, through a public offering, canceling preferential subscription rights, while
including an option for a priority period The General Meeting:
Decides to delegate to the Management Board, for a maximum period of twenty-six months from this
Meeting, its power to decide to carry out increases in capital by the issuing of ordinary shares of the
Company or of any securities giving access to the capital of the Company;
Decides that the total nominal amount of increases cannot exceed a maximum aggregate amount
excluding issue premium of four million five hundred thousand euros (€ 4,500,000);
Decides that the Company may carry out capital increases through public offerings of its shares;
Decides to cancel shareholders’ preferential right to subscribe for shares and securities giving access
to the capital; allowing the Management Board the possibility to grant the shareholders a subscription
priority period;
Decides that the securities giving access to shares in the Company thereby issued may consist of debt
security or may be associated with the issue of such securities, or allow the issue thereof as
intermediate securities. The maximal nominal amount of debt securities thereby issued cannot exceed
a hundred and twenty-five million euros (€ 125,000,000).
Decides that the issue price of new shares will be determined by the Management Board,
Notes that this delegation of power automatically entails, in favour of the owners of securities giving
access to the capital of the Company a waiver by the shareholders of their preferential right to
subscribe for shares to which these securities could give a right.
.
VALNEVA - Annual General Meeting 58 June 30, 2016
Shareholders annual general meeting, June 30, 2016
Resolutions agenda and voting
Summary of Resolution 23 – Grant of authority to the Management Board in order to
increase the share capital through the capitalization of reserves, earnings or premium
The shareholders:
+ resolve, in accordance with the provisions of L. 225-129-2 of the French commercial code, to
grant the Management Board, for a period not exceeding twenty-six (26) months from the date of
this meeting, authority to proceed with one or more capital increases, by capitalizing reserves,
earnings, additional paid-in capital or other eligible amounts, whether in the form of the grant of
new restricted shares to be issued or by increasing the par value of existing shares, or a
combination thereof;
+ resolve that the overall nominal amount of increases in share capital carried out immediately
or in the future pursuant to this resolution may not under any circumstances exceed a total of
four million five hundred thousand euros (€ 4,500,000).
+ resolve that, as applicable, in accordance with the provisions of article L.225-130 of the French
commercial code, the resulting fractional rights shall not be negotiable and the corresponding
shares shall be sold;
+ resolve that the Management Board shall have all powers to implement, if it so decides, this
authorization through one or more transactions, in proportions and at times that it seems fit and
to amend the articles of association accordingly.
VALNEVA - Annual General Meeting 59 June 30, 2016
Shareholders annual general meeting, June 30, 2016
Resolutions agenda and voting
Summary of Resolution 24 – Grant of authority to the Management Board to
increase the share capital by issuing shares and/or securities giving present and/or
future access to the Company's share capital through private placement, with
cancellation of preferential subscription rights
The shareholders:
Delegate to the Management Board, for a maximum period of twenty-six months from this
Meeting, its power to decide to carry out increases in capital by the issuing of ordinary
shares or of securities giving access to the capital, through a private placement;
Decide that the total amount of such capital increases may not exceed the maximum amount
provided for by applicable regulation, that is 20% of the capital per year;
Decide to cancel shareholders’ preferential right;
Decide that the securities giving access to shares in the Company thereby issued may
consist of debt securities or be linked to the issuing of such securities, or enable the issue
thereof as intermediate securities. The maximal nominal amount of debt securities thereby
issued cannot exceed a hundred and twenty five million euros (€ 125,000,000);
Decide that the issue price of new shares will be set by the Management Board;
Note that this delegation of power automatically entails, in favour of the owners of securities
giving access to the capital, a waiver by shareholders of their preferential right to subscribe
for shares to which these securities could give a right.
VALNEVA - Annual General Meeting 60 June 30, 2016
Shareholders annual general meeting, June 30, 2016
Resolutions agenda and voting
Summary of Resolution 25 – Grant of authority to the Management Board in order to
implement the issue of Company ordinary shares and/or securities giving immediate
and/or later access to the capital of the Company with cancellation of preferential
subscription rights, and to set the issue price in accordance with the rules set by the General Meeting up to a limit of 10% of the share capital per year The shareholders:
Authorise the Management Board to set the price of a capital increase, decided under the 22nd or
24th resolution above, by way of a public offering or targeted offering(s), departing from the price
conditions stipulated in the 22nd and 24th resolutions under the following conditions: the issue
price must not be lower than the weighted average share price on NYSE Euronext Paris,
calculated over a period comprising 3 to 90 consecutive trading days preceding the setting of
the issue and possibly reduced by a maximum of 20%;
Resolve that the maximum nominal value of the capital increases based on this delegation of
power must not exceed 10% of the Company’s capital up to the maximum amounts set forth in
resolutions 22, 24 and 27;
Resolve that this authorisation will be valid for a period of twenty-six (26) months from the date
of this General Meeting.
VALNEVA - Annual General Meeting 61 June 30, 2016
Shareholders annual general meeting, June 30, 2016
Resolutions agenda and voting
Summary of Resolution 26 – Grant of authority to the Management Board to increase
the share capital by issuing shares and/or securities giving immediate and/or future
access to the capital of the Company, in consideration for contributions in kind for
equity securities or other securities giving access to the capital, with cancellation of
preferential subscription rights The shareholders:
authorize the Management Board to increase the share capital by the issuance of shares and/or
securities giving immediate and/or future access to the capital of the Company as consideration
for contributions in kind granted to the Company and consisting of equity securities or other
securities giving access to the capital, within the limit of 10 % of the share capital;
resolve to cancel the preferential subscription rights of the shareholders to securities covered
by this resolution;
set the duration of the authorization provided for under this resolution at twenty-six (26) months
from the date of this resolution;
grant all powers to the Management Board to implement this authorization
duly note that the Management Board will report to the next Ordinary General Meeting, as
required by law and regulation, on the uses made of the authorizations granted under this
resolution.
VALNEVA - Annual General Meeting 62 June 30, 2016
Shareholders annual general meeting, June 30, 2016
Resolutions agenda and voting
Summary of Resolution 27 - Maximum aggregate amount of capital increases
The shareholders, subject to the adoption of resolutions 21 to 26:
+ resolve that the maximum aggregate amount of capital increases that may be carried out, with
immediate effect or in the future, under resolutions ten to fifteen, may not exceed four million
five hundred thousand euros (€ 4,500,000), it being specified that to this maximum aggregate
amount will be added the supplementary amount of shares or securities to be issued for the
purposes of any adjustments to be made in accordance with applicable legal or regulatory
provisions and, if applicable, with contractual provisions providing for other forms of
adjustment, in order to preserve the rights of the holders of securities or other rights giving
immediate and/or future access to the capital of the Company;
+ duly note for the record that, in accordance with the provisions of article L.225-129-2,
subsection 2 of the French commercial code, the authority granted to the Management Board
under resolutions 21 to 26 and this resolution shall replace and render null and void, only for
the future and for the portion not yet used, the authority having the same purpose granted by
resolutions ten to sixteen of the Combined Extraordinary and Ordinary General Meeting of the
Company of June 25, 2015. .
VALNEVA - Annual General Meeting 63 June 30, 2016
Shareholders annual general meeting, June 30, 2016
Resolutions agenda and voting
Summary of Resolution 28 – Grant of authority to the Management Board in order to
increase the share capital by issuing preferred shares convertible into ordinary
shares, and canceling the preferential subscription rights for the benefit of a defined
category of persons
The shareholders:
Decide, subject to approval of the following resolution on canceling the preferential
subscription right for the benefit of a defined category of persons, to delegate to the Management Board, for a maximum period of eighteen (18) months, its power to
decide to carry out one or more capital increases through the issuance of Convertible
Preferred Shares;
decide that the maximum number of Convertible Preferred Shares that may be issued
based on this delegation of power is 2,000 Convertible Preferred Shares and that the maximum number of ordinary shares that may be created if the Convertible Preferred
Shares are converted is 200,000 ordinary shares;
set the issue price for each preferred share issued on the basis of this delegation at
€161,
VALNEVA - Annual General Meeting 64 June 30, 2016
Shareholders annual general meeting, June 30, 2016
Resolutions agenda and voting
Summary of Resolution 29 – Cancellation of preferential subscription rights for the
benefit of selected categories of persons The shareholders, in accordance with the conditions of quorum and majority that apply at
Extraordinary General Meetings, after having reviewed the Management Board’s report and the
Statutory Auditors' special report, and subject to adoption of resolution 28, decide:
in accordance with the provisions of article L.225-138 of the French commercial code, to cancel
the preferential subscription right of shareholders to subscribe for Convertible Preferred Shares
for the benefit of categories of persons having the following characteristics:
o Members of the Company’s Management Board or Executive Committee;
+ to delegate to the Management Board, for a period of eighteen (18) months from the present
Meeting, responsibility for drawing up, on one or more occasions, the list of recipients in the
categories defined above and the number of Convertible Preferred Shares to be allotted to each
of said persons;
+ that the Management Board will report to the next Ordinary General Meeting of the Company
on the final conditions for issuing the Convertible Preferred Shares in an additional report to be
certified by the auditor.
VALNEVA - Annual General Meeting 65 June 30, 2016
Shareholders annual general meeting, June 30, 2016
Resolutions agenda and voting
Summary of Resolution 30 – Authorization for the Management Board to freely award
preferred shares of the Company for the benefit of employees and/or corporate
officers of the Company and its subsidiaries, entailing waiver by shareholders of their
preferential subscription right The shareholders, subject to the adoption of the seventeenth resolution:
Authorize the Management Board, to proceed with free grants of Convertible
Preferred Shares, to employees and/or corporate officers;
+ Decide that the total number of Convertible Preferred Shares that may be freely
granted based on this resolution may not represent more than 2% of the Company's share capital and that the maximum number of ordinary shares that may be created if
these freely granted Convertible Preferred Shares are converted is one million four
hundred thousand
+ Vesting period to be determined by the Management Board, but not be less than one (1)
year; Lock-up period to be defined by the Management Board, but not less than one (1)
year from the final allocation of said shares. However, in case the vesting period is
set for a minimum period of two (2) years, the Shareholders authorize the
Management Board to exclude any lock-up period for the said Convertible Preferred
Shares
VALNEVA - Annual General Meeting 66 June 30, 2016
Shareholders annual general meeting, June 30, 2016
Resolutions agenda and voting
Summary of Resolution 31 – Grant of authority to the Management Board for the
purpose of granting stock options, through one or more issues, for the benefit of
employees and/or corporate officers of the Company and its affiliates, entailing
waiver by shareholders of their preferential subscription right
The shareholders:
-authorize the Management Board, for a period of 38 months, to issue stock options,
up to 4% of the share capital, for the benefit of employees and corporate officers of
the Company and its subsidiaries;
-decide that the subscription price will not fall short of 100% of the average of the last daily price of the Company’s ordinary shares over the 20 trading days immediately
preceding the Management Board’s decision;
-note that this decision entails a waiver of preferential subscription rights;
-give all authority to the Management Board to set the terms and conditions of the
plans, including the lists of beneficiaries, increase the share capital and carry out all relevant formalities.
VALNEVA - Annual General Meeting 67 June 30, 2016
Shareholders annual general meeting, June 30, 2016
Resolutions agenda and voting
Summary of Resolution 32 – Issue of equity warrants
The shareholders resolve, subject to approval of the next resolution concerning
cancellation of the preferential subscription right for the benefit of a defined category of persons, to issue 125,000 detachable equity warrants of the Company (“BSA 27
equity warrants”)
Term: 5 years
Issue price: 10% of volume-weighted average price of ordinary shares over the 20 days preceding the grant date
Exercise price: 90% of that average price
The shareholders give all authority to the Management Board to set the final terms,
determine the allocation of BSA 27 and increase the share capital.
VALNEVA - Annual General Meeting 68 June 30, 2016
Shareholders annual general meeting, June 30, 2016
Resolutions agenda and voting
Summary of Resolution 33 – Cancellation of preferential subscription rights for the
benefit of selected categories of persons
The shareholders resolve:
+ to cancel the preferential subscription right of shareholders to the issue of BSA 27
equity warrants for the benefit of categories of persons having the following
characteristics: o natural persons who are not employees of the Company and are members of the
Company’s Supervisory Board;
+ to delegate to the Management Board, for a period of eighteen (18) months from the
present Meeting, responsibility for drawing up, on one or more occasions, the list of grantees in the categories defined above and the number of BSA 27 equity warrants
to be allotted to each of them;
+ that the Management Board will report to the next Ordinary General Meeting of the
Company on the final conditions for issuing the BSA 27 equity warrants in a supplementary report to be certified by the Auditors.
VALNEVA - Annual General Meeting 69 June 30, 2016
Shareholders annual general meeting, June 30, 2016
Resolutions agenda and voting
Summary of Resolution 34 – Grant of authority to the Management Board for the
purpose of deciding to carry out a capital increase reserved for employees
The shareholders resolve to reserve in favour of Company employees a capital increase
through the issue of shares for cash in accordance with the provisions of Articles L. 3332-18
et seq. of the French labour code and, as a result:
authorise the Management Board to carry out, within a maximum period of twenty-six months
from the date of the General Meeting of Shareholders, a capital increase with a maximum total
face value of €100,000, by issuing shares for cash reserved for employees who are members
of a company savings plan implemented by the company and carried out in accordance with
the provisions of Articles L. 3332-18 et seq. of the French Labour Code;
resolve to cancel shareholders’ pre-emptive subscription right;
resolve that the Management Board shall determine the shares’ issue price.
IMPORTANT NOTE: the Management Board recommends that this resolution be rejected
VALNEVA - Annual General Meeting 70 June 30, 2016
Shareholders annual general meeting, June 30, 2016
Resolutions agenda and voting
Summary of Resolution 35 – Powers for formalities The shareholders grant all powers to the holder of an original copy, an excerpt or a
copy of these minutes certified as authentic to carry out all necessary processes,
filings and formalities or as required by operation of law.
VALNEVA - Annual General Meeting 71 June 30, 2016
Agenda
1. AGM preliminary formalities
2. Introduction
3. Company overview
4. 2015 business highlights & recent newsflow
5. Valneva 2015 financials & outlook
6. Answers to written questions
7. Auditor’s reports
8. Presentation and discussion of resolutions; voting
9. Conclusion
June 30, 2016 VALNEVA - Annual General Meeting 72
Thank you.
Top Related