Annual General Meeting Valneva SE...Vaccine market VALNEVA - Annual General Meeting June 30, 2016 11...

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


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)


Agenda


2. Introduction

3. Company overview






9. Conclusion


Introduction


http://www.worldometers.info/fr/




Valneva successfully becomes an independent vaccine

Company


*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


Revenues: €83.3m


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


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


2. Introduction

3. Company overview






9. Conclusion


Valneva, a leading pure play and independent vaccine company


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


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


+ 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


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

http://patentdocs.typepad.com/.a/6a00d83451ca1469e2013486203300970c-pi

http://www.farvet.com/

http://patentdocs.typepad.com/.a/6a00d83451ca1469e2013486203300970c-pi

http://www.farvet.com/

http://altimmune.com/

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


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


To be discontinued

2020 strategy – a journey to success


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


2. Introduction

3. Company overview






9. Conclusion


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)


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.


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


Delivering on financial guidance and milestones

Pseudomonas aeruginosa vaccine candidate


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


2. Introduction

3. Company overview






9. Conclusion


Full year 2015 financial results


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


*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


* 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)


Agenda


2. Introduction

3. Company overview






9. Conclusion


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


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


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


2. Introduction

3. Company overview






9. Conclusion


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



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).




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).




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.




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.




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.




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


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.




Resolution 7 – Approval of the regulated commitments made in the financial year

ended December 31, 2015 for the benefit of Mr. Thomas Lingelbach


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.




Resolution 8 – Approval of the regulated commitments made in the financial year

ended December 31, 2015 for the benefit of Mr. Reinhard Kandera


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.




Resolution 9 – Reappointment of a Supervisory Board member (Mr. Frédéric Grimaud)


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.




Resolution 10 – Reappointment of a Supervisory Board member (Mr. James Sulat)


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.




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.




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.




Resolution 13 – Reappointment of a Supervisory Board member (Mr. Alain Munoz)


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.




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.




Resolution 15 – Appointment of a new Supervisory Board member (Mr. Ralf Clemens)


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.




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.




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).




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.




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.




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




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.

.




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.

.




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.




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.





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.




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.




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. .





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,




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.




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




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.




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.




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.




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




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.


Agenda


2. Introduction

3. Company overview






9. Conclusion


Thank you.

Annual General Meeting Valneva SE...Vaccine market VALNEVA - Annual General Meeting June 30, 2016 11...

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