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Annual General Meeting
Valneva SE
June 28, 2018
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 28, 2018VALNEVA - Annual General Meeting 2
Agenda
1. AGM preliminary formalities
2. Introduction
3. Company overview
4. 2017 business highlights & recent newsflow
5. Valneva 2017 financials & outlook
6. Answers to written questions
7. Auditor’s reports
8. Presentation and discussion of resolutions; voting
9. Conclusion
June 28, 2018VALNEVA - 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 28, 2018VALNEVA - Annual General Meeting 4
Agenda
1. AGM preliminary formalities
2. Introduction
3. Company overview
4. 2017 business highlights & recent newsflow
5. Valneva 2017 financials & outlook
6. Answers to written questions
7. Auditor’s reports
8. Presentation and discussion of resolutions; voting
9. Conclusion
June 28, 2018VALNEVA - Annual General Meeting 5
Agenda
1. AGM preliminary formalities
2. Introduction
3. Company overview
4. 2017 business highlights & recent newsflow
5. Valneva 2017 financials & outlook
6. Answers to written questions
7. Auditor’s reports
8. Presentation and discussion of resolutions; voting
9. Conclusion
June 28, 2018VALNEVA - Annual General Meeting 6
Valneva has two main value drivers
June 28, 2018VALNEVA - Annual General Meeting 7
Combination of strong revenues and high value R&D assets
Other
Repeated double digit product sales growth
(15% in 2017)
A valuable R&D pipeline
2017 full year results
IXIARO®/JESPECT®
€60.0m
Others €17.1m
TPP* €4.0m
DUKORAL®
€28.5m
*Third party products
Total revenues
and grants
€109.8m
+12.1%
Direct sales
73.5%
Gross
Margin
58%
Cash
generated
€12.8m
Product sales
€92.6m
Valneva’s 2022 strategy
June 28, 2018VALNEVA - Annual General Meeting 8
To become the leading fully-integrated commercial stage vaccine
biotech company
Products
Growing revenues from existing and future
products to €200m and beyond
R&D
Investing in innovative R&D programs to meet unmet
medical needs
Financials
Achieving financial sustainability including
cash-generation
Growth
Generating organic growth complemented by targeted acquisition and licensing
strategies
2022 strategy
Valneva’s pipeline
June 28, 2018VALNEVA - Annual General Meeting 9
Focusing on vaccines with high unmet medical need
Product Candidate Discovery
research
Pre-clinical
research
IND
enabling
Phase 1 Phase 2 Phase 3 Market Partner
Ma
rkete
d
va
cc
ine
s Japanese
Encephalitis
Cholera (ETEC1)
Cli
nic
al c
an
did
ate
s
Clostridium
difficileTBD
Lyme disease proprietary*
Chikungunya proprietary*
ZikaEmergent
BioSolutions
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. / *Potential opt-in by GSK / co-development
Agenda
1. AGM preliminary formalities
2. Introduction
3. Company overview
4. 2017 business highlights & recent newsflow
5. Valneva 2017 financials & outlook
6. Answers to written questions
7. Auditor’s reports
8. Presentation and discussion of resolutions; voting
9. Conclusion
June 28, 2018VALNEVA - Annual General Meeting 10
Valneva 2017 performance at a glance
June 28, 2018VALNEVA - Annual General Meeting 11
✔
✔
✔
✔
+ Sales +15% vs. 2016
+ EBITDA €10.8m vs. €2.8m in 2016
+ Increased product adoption in main markets
+ Additional IXIARO® supply contract with US government
+ Took over direct commercial control in US private market
+ FDA Fast Track for Lyme, Phase 1 fully recruited
+ Signed collaboration agreement for Zika vaccine
+ Prepared Zika & Chikungunya Phase 1 for initiation in 2018
+ Appointment of David Lawrence as CFO
+ Appointment of Wolfgang Bender, MD, PhD as CMO
Delivered on financial targets
Advanced R&D pipeline
Strengthened the management
Executed well on key growth drivers
A strong year for Valneva
Valneva continued to deliver in H1 2018
February 26, 2018
Zika: Emergent BioSolutions and Valneva Initiate Phase 1 Clinical Study to evaluate
their vaccine candidate VLA1601
March 13, 2018
Chikungunya: Valneva initiates Phase 1 clinical study to evaluate its single-shot
vaccine candidate VLA1553
March 19, 2018
Lyme disease: Valneva reports positive Phase 1 interim results for its Lyme vaccine
candidate VLA15
March 22, 2018
Valneva delivered strong 2017 financial results with product sales of €92.6m and
Ebitda of €10.8m
May 17, 2018
Valneva reported strong Q1 results with product sales of €28.9m and Ebitda of €4.9m
June 28, 2018VALNEVA - Annual General Meeting 12
IXIARO®/JESPECT®
June 28, 2018VALNEVA - Annual General Meeting 13
Japanese Encephalitis vaccine
+ Designed to protect travelers and military
against JE
+ Indicated for active immunization against JE in
adults, adolescents, children and infants aged
two months and older1
1 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. The currently available presentation for IXIARO® can be used in children from 3 years of age. Prior to availability of the new presentation, no attempt should be made to adjust the syringe volume or to administer a 0.25mL/3µg dose in children less than 3 years of age; 2 CDC. MMWR 2010;59:1-27; 3 UNWTO Tourism Highlights 2016; 4 Nomura Code estimates (October 2012) and Valneva Management estimates;
The only JE vaccine approved in the US and Europe
Market potential
+ 279 million travelers to Asia in 20153
› Travelers to Asia expected to grow by 4.4% per
year3
+ Global JE vaccines market valued at ~€150-200m4
› Traveler 65%, Military 15%, Endemic 20%4
+ Significant growth potential in key markets
Commercial position
+ Currently, no effective treatment for the disease2
+ Valneva’s vaccine is the only approved vaccine
available for US and EU travelers
+ Supply agreement in place with US military and
strong track record of repeat contracts
+ Limited competition; local producers exist in endemic
regions and mainly serve public markets
Gross marginIXIARO®/JESPECT® sales
(in €m)
53.0
60.0
IXIARO®/JESPECT®
June 28, 2018VALNEVA - Annual General Meeting 14
Ongoing double digit sales growth and increasing margin
US is the biggest contributor
to top line
2016 2017 2020
Double digit growth expected in 2018 through
+ Increased penetration in key markets
+ Development of commercial network, including US private market
Split of 2017 product sales
2017 Revenue growth driven by
+ Increased product adoption in the
UK, German and Canadian markets
+ US military sales
2016 2017 2020
2016 2017 2020
60%
64%
US military
46%
US private 9%
UK 10%
Germany 10%
Other countries
25%
CAGR
10%
CAGR
>15%
Further margin improvement
expected
+ Fixed manufacturing cost structure
to translate into margin growth
2016 2017 2020
~70%
DUKORAL®
June 28, 2018VALNEVA - Annual General Meeting 15
DUKORAL®
+ For the prevention of diarrhea caused by Vibrio
cholera (cholera) and/or heat-labile toxin
producing enterotoxigenic Escherichia coli
(ETEC)1
+ In several markets, including EU, currently indicated
to protect against cholera only
+ Designed to protect adults and children from two
years of age who will be visiting endemic areas
Market potential
+ 363 million travelers to Asia/South America/Africa in 20152
+ Global Cholera/ETEC vaccines market valued at €283m3
+ Ongoing travel to risk regions, improved awareness and travel recommendation updates to drive growth
+ Canada, Sweden, Australia account for ~75% of Dukoral® sales
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 UNWTO Tourism Highlights 2016; 3 ETEC/ Cholera = global
predicted demand, source: PATH/bvgh “The Case for Investment in ETEC vaccines”, March 2011 and VacZine Analytics TD 2011
The only cholera (ETEC1) vaccine available in EU, Canada & Australia
Commercial position
+ Only approved cholera vaccine available for
European, Canadian and Australian travelers
› WHO pre-qualification widely used in other
countries
› Asian manufacturers predominantly serve local
markets and primarily for cholera only
Canada is the biggest
contributor
Canada 54%
Nordics 16%
UK 7%
Other countries
23%
Gross margin
DUKORAL®
June 28, 2018VALNEVA - Annual General Meeting 16
Excellent sales growth in key markets
Split of 2017 product sales
Further margin improvement
expected
+ Fixed manufacturing cost structure to
translate into volume leverage
effects
Sales expected to grow healthily
in 2018
+ Existing markets will remain key
+ Possible label extensions /
harmonization in the mid-term
46%
>46%
>55%
2016 2017 2020
CAGR
10-15%
DUKORAL® sales (in €m)
2016 2017 2020
24.6
CAGR
5-10%
28.5
2016 2017 2020
Double-digit sales growth in
2017 driven by
+ Increased market penetration in
Canada and the UK
2016 2017 2020
June 28, 2018VALNEVA - Annual General Meeting 17
+ Positive Phase 1 initial results showed favorable safety
profile and encouraging immunogenicity for VLA15
+ FDA Fast Track Designation received in H2 2017
+ Preclinical data showed that the vaccine has the potential to
provide protection against the majority of Borrelia species
pathogenic for humans5
+ Phase 2 preparations and consultation processes
ongoing
+ Phase 2 initiation expected by end of year
+ Medical need for Lyme vaccine steadily increasing as
the disease footprint widens6
1 Company estimate supported by independent market studies; 2 Stanek et al. 2012, The Lancet 379:461–473; 3 As estimated by the CDC https://wwwnc.cdc.gov/eid/article/21/9/15-
0417_article; 4 Estimated from available national data. Number largely underestimated based on WHO Europe Lyme Report as case reporting is highly inconsistent in Europe and many LB
infections go undiagnosed; ECDC tick-borne-diseases-meeting-report; 5 http://www.plosone.org/article/info%3Adoi%2F10.1371%2Fjournal.pone.0113294; 6 New Scientist, Lyme disease is
set to explode and we still don’t have a vaccine; March 29, 2017 https://www.newscientist.com/article/mg23431195-800-lyme-disease-is-set-to-explode-and-you-cant-protect-yourself/
Positive Phase 1 initial data Acceleration towards Phase 2
+ Transmitted by Ixodes ticks2, causing Lyme
+ Most common vector borne illness in the Northern
Hemisphere (over 300,000 cases per year in US3 and at
least 200,000 cases per year in Europe4)
+ Delayed or inadequate treatment can lead to disabling
sequelae
Lyme disease
+ Only active clinical program, no
vaccine on the market
+ Multivalent, protein subunit-
based vaccine
+ Targets the outer surface protein
A (OspA) of Borrelia (proven
mode of action)
Valneva’s vaccine candidate
VLA15: the only Lyme disease vaccine in clinical development
Market potential of approximately €700m - €800m1
VLA15 (Lyme): Phase 1 study
Conducted in 179 subjects in US and EU (www.clinicaltrials.gov, identifier NCT03010228):
Study primary endpoint met
+ Favorable safety profile
+ No safety concerns associated with VLA15 in any treatment group1
Encouraging immunogenicity with VLA15
+ VLA15 immunogenic in all doses and formulations
+ Good OspA-specific IgG antibody responses against all OspA serotypes 2
+ Clear dose responses seen between the lowest / higher doses, adjuvanted / non-adjuvanted
groups
+ Highest, adjuvanted dose group - Seroconversion Rates3 (SCR) from 71.4% to 96.4% for
different OspA serotypes4
June 28, 2018VALNEVA - Annual General Meeting 18
Positive initial results reported Q1 2018
1 No differences in the safety profile were observed for the adjuvanted groups compared to the non-adjuvanted treatment groups.
2 IgG levels were substantially higher after three immunizations (Day 84) compared to after two (Day 56)
3 4-fold use against base-line
4 Preferred for further development / Further dose optimization will be considered.
June 28, 2018VALNEVA - Annual General Meeting 19
+ Phase 1 initiated in March 2018 in the US
+ Long term protection shown in preclinical testing
› Data from non-human primates (NHP) show vaccine’s
good safety profile and its potential to provide long-term
protection after a single immunization4
+ Phase 1 to evaluate safety & immunogenicity in ~120
subjects and to confirm antibody persistence (≥6m) with
potential early indication of efficacy
+ Target populations include travelers, military personnel
and individuals at risk living in endemic regions
1 PAHA/WHO data: Number of reported cases of Chikungunya Fever in the Americas - EW 33 (August 19, 2016); 2 CHIKV LR2006-OPY1 infectious clone was attenuated by deleting large
part of gene coding nsP3 (alphavirus-replicase; 3 Hallengärd et al. 2013. J Virology 88:2858–2866; 4 Roques et al. 2017JCI Insight 2 (6): e83527
VLA1553 Phase 1 ongoing Phase 1 data expected by early 2019
VLA1553: Chikungunya vaccine candidate
A potential single-shot vaccine against a severe, growing threat
+ Transmitted by Aedes mosquitoes, causing
Chikungunya disease
+ Outbreaks in Asia, Africa & Europe, most recently spread to the Americas (> 180,000 reported cases in 2016) 1
+ Disease outbreak with high attack rates, up to 50% of those infected experience prolonged or long term symptoms
Chikungunya
+ Mosquito-borne viral disease caused by theChikungunya virus (CHIKV), a Togaviridae virus
+ Transmitted by Aedes mosquitoes
+ Causes clinical cases in 72-92% of infected humans who can develop serious, long-term health impairments1
+ Outbreaks in Asia, Africa, Europe & the Americas (as of 2017, > 1 million reported cases in the Americas)2
+ No preventive vaccines or effective treatments exist
+ Monovalent, single dose, live
attenuated prophylactic
vaccine3
+ Aims for long-lasting protection
of individuals > 1 year of age
+ Protective against various
CHIKV outbreak phylogroups &
strains3
Valneva’s vaccine candidate
VLA1553: Chikungunya vaccine candidate, Phase 1 study design
Blinded, randomized, dose-escalation study in ~120 participants
June 28, 2018VALNEVA - Annual General Meeting 20
June 28, 2018VALNEVA - Annual General Meeting 21
+ Pre-clinical testing demonstrated excellent purity, in-vivo neutralization and overall a biological, chemical and physical profile comparable to IXIARO®
+ Co-development deal with Emergent BioSolutions including opt-in post Phase 1 (in exchange for a €5m opt-in milestone payment; potential additional milestones of up to €44m* and royalties on future sales)
+ Phase 1 to evaluate safety and immunogenicity in ~65
subjects at different dose levels and schedules
+ Priority for people traveling to or living in endemic
regions, including potential preparedness for
stockpiling
+ Emergent is a strong partner for emergency stockpiling
1 https://www.cdc.gov/zika/transmission/index.html 2 http://www.who.int/mediacentre/factsheets/zika/en/ ; * Related to product development, approval, commercialization, and product sales,
and royalties on annual net sales
Phase 1 initiated in February 2018 Phase 1 data expected late 2018 / early 2019
Zika
+ Highly purified inactivated
whole-virus vaccine (PIV)
+ Developed using Valneva’s
proven and licensed
inactivated JE vaccine
platform
Valneva’s vaccine candidate
VLA1601: Zika vaccine candidate
Valneva and Emergent BioSolutions partnership
+ Zika is a mosquito-borne viral disease, a Flavivirustransmitted by Aedes mosquitoes1
+ Most common symptoms are flu-like symptoms lasting between two to seven days. No specific treatment available
+ Scientific consensus that Zika virus causes microcephaly / severe brain defects in newborns / Guillain-Barré syndrom2 in adults
Agenda
1. AGM preliminary formalities
2. Introduction
3. Company overview
4. 2017 business highlights & recent newsflow
5. Valneva 2017 financials & outlook
6. Answers to written questions
7. Auditor’s reports
8. Presentation and discussion of resolutions; voting
9. Conclusion
June 28, 2018VALNEVA - Annual General Meeting 22
Full Year 2017 Profit & Loss
June 28, 2018VALNEVA - Annual General Meeting 23
* Calculated by excluding amortization, depreciation and impairments from the operating profit/loss
Strong sales and EBITDA performance
€m 12 months ended December 31
2017 2016
Revenues and grants 109.8 97.9
Cost of goods and services (46.0) (43.1)
R&D expenses (23.4) (24.6)
Distribution and marketing expenses (17.9) (16.6)
General and administrative expenses (15.5) (14.4)
Other income / (expense) (0.2) (0.5)
Amortization and impairment (10.7) (41.2)
OPERATING PROFIT/(LOSS) (4.0) (42.6)
Finance results and tax (7.5) (6.6)
LOSS FOR THE PERIOD (11.5) (49.2)
EBITDA* 10.8 2.8
Full Year Revenue analysis 2015 - 2017
June 28, 2018VALNEVA - Annual General Meeting 24
€m
2015 2016 2017
2018
Guidance
Product sales revenues
IXIARO®/JESPECT® 30.6 53.0 60.0
DUKORAL® 21.0 24.6 28.5
Third party products 9.9 2.9 4.0
Total products 61.5 80.4 92.6 > 100
Other revenues 16.8 13.6 12.7
Grants / R&D tax credits 5.0 3.8 4.5
Total revenues & grants 83.3 97.9 109.8 110 - 120
Strong cash position at end 2017 boosted by positive cash flow
June 28, 2018VALNEVA - Annual General Meeting 25
38.1 42.2
FY 2017 FY 2016
Cash (€m)
Net debt (€m) Operating cash-flow (€m)
Working capital (€m)
45.852.3
FY 2017 FY 2016
33.440.3
FY 2017 FY 2016
12.86.5
FY 2017 FY 2016
2018 Financial Outlook
Continued double-digit sales growth and positive EBITDA,
higher R&D investment driven by clinical development progression
June 28, 2018VALNEVA - Annual General Meeting 26
Total revenues and grants were €109.8m in 2017. Other revenues, (including R&D tax credits, grants, service revenue, royalties) which tend to fluctuate from year to year, are expected
to bring the company’s overall revenue to between €110m and €120m for the year 2018.
Product sales
R&D investment
EBITDA
2017 Actual Growth2018 Outlook
€23.4m €30 – 35m N/A
€92.6m > €100m > 10%
€10.8m €5 – 10m N/A
Valneva 2018 – Exciting upcoming newsflow
June 28, 2018VALNEVA - Annual General Meeting 27
+ Further product sales growth during the year
+ Lyme Phase 2 initiation expected by end of year
+ Execution of Chikungunya Phase 1 study in the US
+ Execution of Zika Phase 1 study in the US
+ New IXIARO® supply contract with US DoD expected in Q4
+ H1 results 2nd August
Agenda
1. AGM preliminary formalities
2. Introduction
3. Company overview
4. 2017 business highlights & recent newsflow
5. Valneva 2017 financials & outlook
6. Answers to written questions
7. Auditor’s reports
8. Presentation and discussion of resolutions; voting
9. Conclusion
June 28, 2018VALNEVA - Annual General Meeting 28
Agenda
1. AGM preliminary formalities
2. Introduction
3. Company overview
4. 2017 business highlights & recent newsflow
5. Valneva 2017 financials & outlook
6. Answers to written questions
7. Auditor’s reports
8. Presentation and discussion of resolutions; voting
9. Conclusion
June 28, 2018VALNEVA - Annual General Meeting 29
Statutory and Consolidated financial statements 2017
June 28, 2018VALNEVA - Annual General Meeting 30
Opinion from the Auditors
+ On the consolidated financial statements
(Excerpt of the Auditors report on the consolidated accounts, March 21, 2018)
“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, 2017 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 separate accounts, March 21, 2018)
“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, 2017 and of the results of its operations for the
year then ended in accordance with French accounting principles.”
VALNEVA - Annual General Meeting 31
Related-party agreements and commitmentsExcerpt from the Statutory Auditors’ report
+ Agreements and commitments authorized during the year 2017
Management Agreement executed between Valneva SE and Mr. David Lawrence, Management Board member &
CFO (authorized by the Supervisory Board on August 1, 2017): Compensation and benefits granted by Valneva SE as from August 7, 2017.
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.
Amendment to the Management Agreement executed between Mr. David Lawrence, member of the Management
Board and CFO, and Valneva SE (authorized by the Supervisory Board on December 19, 2017): Effective since January 1, 2018.
Considering the distribution of Mr. Lawrence’s working time among Valneva SE and Valneva Austria GmbH, the structure of his
Management Agreements have been modified. The Management Agreement with Valneva Austria GmbH is terminated as of
December 31, 2017, while the compensation and benefits previously provided under this agreement are incorporated into the
Management Agreement executed between Mr. Lawrence and Valneva SE. The amendment also clarifies the situation
regarding travel expenses of Mr. Lawrence, vis-à-vis his travels between United-Kingdom and France.
Management Agreement executed between Mr. Wolfgang Bender, member of the Management Board and Chief
Medical Officer and Valneva SE (authorized by the Supervisory Board on August 1, 2017): Compensation and benefits granted by Valneva SE as from September 1, 2017.
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
Reason for all these Management Agreements authorized in 2017: they have enabled to strengthen Valneva’s management team
with international leaders recognized in their field, who will be able to support the Group’s growth in accordance with its strategy.
June 28, 2018
VALNEVA - Annual General Meeting 32
Related-party agreements and commitmentsExcerpt from the Statutory Auditors’ report
+ Agreements and commitments authorized during the year 2017
Indemnities granted to Mr. Reinhard Kandera upon termination of his offices as Management Board member – Chief
Financial Officer of the Valneva Group (authorized by the Supervisory Board on February 22, 2017): Agreement executed on February 22, 2017.
States the compensation, expenses and benefits in kind for Mr Reinhard KANDERA upon termination of his offices as
Management Board member - CFO of the Valneva Group.
The commitments incurred for Mr. Reinhard Kandera in the context of his Termination Agreement allowed organizing the
Management Board member - CFO’s departure, under conditions which best preserve the interests of the Company,
Commitments authorized in relation to M David LAWRENCE, member of the Management Board and Chief Financial Officer,
regarding compensation and benefits to be paid by Valneva Austria GmbH in the event of termination of his contract or
change of position (authorized by the Supervisory Board on August 1, 2017 – Management Agreement completed through
an Addendum effective as from December 20, 2017, then terminated December 31, 2017 through Termination Agreement,
all authorized by the Supervisory Board on December 19, 2017): Specifies the compensation and benefits to be received by Mr. David Lawrence from Valneva GmbH in the event of termination
of his contract or change of position.
Commitments authorized in relation to M Wolfgang BENDER, member of the Management Board and Chief Medical Officer,
regarding compensation and benefits to be paid by Valneva Austria GmbH in the event of termination of his contract or
change of position (authorized by the Supervisory Board on August 1, 2017): States the compensation and benefits to be received by Mr. Wolfgang Bender from Valneva GmbH in the event of termination
of his contract or change of position.
June 28, 2018
Pursuant to the law, we inform you that the prior authorization above given by the Supervisory Board on August 1, 2017 did not provide
for compliance with performance conditions and as a result did not include reasons justifying the interest of the commitment in the
company’s interest as required by Article L. 225-86 of the French Commercial Code (Code de commerce). However, we specify that at its
March 20, 2018 meeting, the Supervisory Board provided for compliance with performance conditions and justified the commitment as
follows. This agreement has enabled to strengthen Valneva’s management team with international leaders recognized in their field, who
will be able to support the Group’s growth in accordance with its strategy.
VALNEVA - Annual General Meeting 33
+ Agreements and commitments approved in previous years and continued in 2017
Agreement with Franck Grimaud, member of the Management Board and Deputy Chief Executive Officer
(authorized by the Supervisory Board on June 25, 2015): Specify the compensation and benefits to be received by Mr. Franck Grimaud from the end of the Annual General Meeting
called in 2016.
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.
Commitments authorized in relation to M Thomas Lingelbach, Chairman of the Management Board, regarding
compensation and benefits to be paid by Valneva Austria GmbH in the event of termination of his contract or change
of position (authorized by the Supervisory Board on June 25, 2015): Specify the compensation and benefits to be received by Mr. Thomas Lingelbach from Valneva Austria GmbH in the event of
termination of his contract or change of position.
Commitments authorized in relation to M Reinhard KANDERA, member of the Management Board, regarding
compensation and benefits to be paid by Valneva Austria GmbH in the event of termination of his contract or change
of position (authorized by the Supervisory Board on June 25, 2015): Specify the compensation and benefits to be received by Mr. Reinhard Kandera from Valneva Austria GmbH in the event of
termination of his contract or change of position. Agreement terminated on April 30, 2017 following Mr. Kandera’s departure
from the Group.
Agreements with Groupe Grimaud La Corbière SA, a shareholder with more than 10% of the voting rights
(authorized by the Supervisory Board on March 20, 2013 and on June 10, 2010): Guarantees on loans taken out by the Company.
June 28, 2018
Related-party agreements and commitmentsExcerpt from the Statutory Auditors’ report
Agenda
1. AGM preliminary formalities
2. Introduction
3. Company overview
4. 2017 business highlights & recent newsflow
5. Valneva 2017 financials & outlook
6. Answers to written questions
7. Auditor’s reports
8. Presentation and discussion of resolutions; voting
9. Conclusion
June 28, 2018VALNEVA - Annual General Meeting 34
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 Valneva’s website
www.valneva.com or 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 35June 28, 2018
Resolution 1 - Approval of the statutory financial statements for the year ended
December 31, 2017
The Shareholders, acting in accordance with the quorum and majority voting requirements applicable to
Ordinary General Meetings of Shareholders, after having reviewed the separate financial statements and
the reports of the Management Board, the Supervisory Board and the Joint Statutory Auditors, hereby
approve the separate financial statements for the year ended December 31, 2017 as presented, as well
as the transactions reflected in these financial statements or summarized in these reports, showing a loss
of fifteen million two hundred seventy-six thousand seven hundred forty-one euros and fifty-four cents
(€15,276,741.54).
In accordance with article 223 quarter of the French General Tax Code, the Shareholders hereby approve
the aggregate amount of the non-deductible expenses and charges referred to in Article 39-4 of the
French Tax Code, which amounted to seven thousand four hundred and thirty euros (€7,430) for the fiscal
year 2017. No tax charge is incurred as a result of these non-deductible expenses and charges.
VALNEVA - Annual General Meeting 36June 28, 2018
Resolution 2 - Approval of consolidated financial statements for the year ended
December 31, 2017
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 Statutory Auditors, hereby
approve the annual parent-company financial statements for the year ended 31 December 2017 as
presented, as well as the transactions reflected in these financial statements or summarized in these
reports, showing a loss of eleven million four hundred eighty-one thousand five hundred ninety-four euros
and three cents (€11,481,594.03).
VALNEVA - Annual General Meeting 37June 28, 2018
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 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, 2017.
VALNEVA - Annual General Meeting 38June 28, 2018
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, resolve to allocate to retained earnings (accumulated deficit) or the total loss
of fifteen million two hundred seventy-six thousand seven hundred forty-one euros and fifty-four cents
(€15,276,741.54) for the period ended December 31, 2017. After appropriation of this amount, the
"accumulated deficit" will be accordingly increased from minus €88,923,025.66 to minus
€104,199,767.20.
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 39June 28, 2018
Resolution 4 - Appropriation of earnings for the year ended December 31, 2017
The Shareholders, acting in accordance with the quorum and majority requirements applicable to
Ordinary General Meetings, 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,
including the commitments referred to in articles L. 225-90-1 of the French Commercial code, approve
said report and the agreements and commitments mentioned therein, including the agreements entered
into with Groupe Grimaud La Corbière SA and authorized prior in previous financial years and remaining
in force in the year under review.
VALNEVA - Annual General Meeting 40June 28, 2018
Resolution 5 - Approval of regulated agreements and commitments governed
by articles L. 225-86 et seq. of the Commercial code, entered into with Groupe
Grimaud La Corbière SA
The Shareholders, acting in accordance with the quorum and majority requirements applicable to
Ordinary General Meetings, 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,
including the commitments referred to in articles L. 225-90-1 of the French Commercial code, approve
said report and the agreements and commitments mentioned therein, including the agreements
authorized prior in previous financial years and remaining in force in the year under review but excluding
the agreements referred to in the fifth resolution.
VALNEVA - Annual General Meeting 41June 28, 2018
Resolution 6 - Approval of other regulated agreements and commitments
governed by articles L. 225-86 et seq. of the Commercial code
The Shareholders, acting in accordance with the quorum and majority voting requirements applicable to
Ordinary General Meetings, after considering the Report by the Supervisory Board on the Corporate
Governance dated March 20, 2018, approve the principles and criteria for setting, allocating and granting
fixed, variable and special compensation making up the total compensation and benefits of any kind
attributable to the Chairman and the members of the Management Board on the basis of their office, as
presented in Section 6.1 of the said Report (Section B of the Company's Registration Document for the
fiscal year 2017).
VALNEVA - Annual General Meeting 42June 28, 2018
Resolution 7 - Approval of the principles and criteria for setting, allocating and
granting fixed, variable and special compensation making up the total
compensation and benefits of any kind granted to the Chairman and the
members of the Management Board
The Shareholders, acting in accordance with the quorum and majority voting requirements applicable to
Ordinary General Meetings, after considering the Report by the Supervisory Board on the Corporate
Governance dated March 20, 2018, approve the principles and criteria for setting, allocating and granting
fixed, variable and special compensation making up the total compensation and benefits of any kind
attributable to the Chairman and the members of the Supervisory Board on the basis of their office, as
presented in Section 6.1 of the said Report (Section B of the Company's Registration Document for the
fiscal year 2017).
VALNEVA - Annual General Meeting 43June 28, 2018
Resolution 8 - Approval of the principles and criteria for setting, allocating and
granting fixed, variable and special compensation making up the total
compensation and benefits of any kind granted to the Chairman and the
members of the Supervisory Board
The Shareholders, acting in accordance with the quorum and majority voting requirements applicable to
Ordinary General Meetings and with article L. 225-100 of the French Commercial code, after considering
the Report by the Supervisory Board on the Corporate Governance dated March 20, 2018, approve the
fixed, variable and special compensation making up the total compensation and benefits of any kind paid
or granted to Mr. Thomas Lingelbach, Chairman of the Management Board, in respect of the financial
year ended December 31, 2017, as presented in Section 6.2.1 of the said Report (Section B of the
Company's Registration Document for the fiscal year 2017).
VALNEVA - Annual General Meeting 44June 28, 2018
Resolution 9 - Approval of the fixed, variable and special compensation making
up the total compensation and benefits of any kind paid or granted to Mr.
Thomas Lingelbach, Chairman of the Management Board, in respect of the
financial year ended December 31, 2017
The Shareholders, acting in accordance with the quorum and majority voting requirements applicable to
Ordinary General Meetings and with article L. 225-100 of the French Commercial code, after considering
the Report by the Supervisory Board on the Corporate Governance dated March 20, 2018, approve the
fixed, variable and special compensation making up the total compensation and benefits of any kind paid
or granted to the members of the Management Board (other than the Chairman) in respect of the financial
year ended December 31, 2017, as presented in Section 6.2.1 of the said Report (Section B of the
Company's Registration Document for the fiscal year 2017).
VALNEVA - Annual General Meeting 45June 28, 2018
Resolution 10 - Approval of the fixed, variable and special compensation
making up the total compensation and benefits of any kind paid or granted to
the members of the Management Board (other than the Chairman) in respect of
the financial year ended December 31, 2017
The Shareholders, acting in accordance with the quorum and majority voting requirements applicable to
Ordinary General Meetings and with article L. 225-100 of the French Commercial code, after considering
the Report by the Supervisory Board on the Corporate Governance dated March 20, 2018, approve the
fixed, variable and special compensation making up the total compensation and benefits of any kind paid
or granted to Mr. Frédéric Grimaud, Chairman of the Supervisory Board, in respect of the financial year
ended December 31, 2017, as presented in Section 6.2.2 of the said Report (Section B of the Company's
Registration Document for the fiscal year 2017).
VALNEVA - Annual General Meeting 46June 28, 2018
Resolution 11 - Approval of the fixed, variable and special compensation
making up the total compensation and benefits of any kind paid or granted to
Mr. Frédéric Grimaud, Chairman of the Supervisory Board, in respect of the
financial year ended December 31, 2017
The Company may, during a period of 18 months as from this Meeting:
+ buy-back 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 (within the limit of 5% of the Company's share capital
per 24-month period).
For any purposes authorized by law, including the following:
+ ensuring market liquidity through a liquidity contract;
+ remitting such shares as payment or in exchange as part of financial transactions;
+ implementing obligations, in particular by remitting shares pursuant to the exercise of rights attached to
securities giving access the Company's shares;
+ cancelling acquired shares;
+ covering share option plans for employees or corporate officers.
The maximum amount of funds earmarked for this program is set at 15 million euros.
This authorization supersedes the unsused portion of any prior authorization having the same purpose.
VALNEVA - Annual General Meeting 47June 28, 2018
Summary of resolution 12 - 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 Shareholders, acting in accordance with the quorum and majority requirements applicable to
Ordinary General Meetings, after having reviewed the report of the Management Board, decide to move
the Company’s registered office from World Trade Center Lyon - Tour Oxygène, 10-12 Boulevard Marius
Vivier Merle, 69003 Lyon, to 6 rue Alain Bombard, 44800 Saint-Herblain, with effect as from July 1, 2018.
Consequently, article 4, paragraph 1 of the Company’s Articles of Associations is amended as follows,
with effect as from July 1, 2018:
« Article 4 - Registered office
The registered office of the Company is located at 6 rue Alain Bombard, 44800 Saint-Herblain. ».
All other provisions of article 4 of the Company’s Articles of Association remain unchanged.
VALNEVA - Annual General Meeting 48June 28, 2018
Resolution 13 - Change of registered office
The Shareholders authorize 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 49June 28, 2018
Summary of resolution 14 - Authorization granted to the Management Board to
cancel treasury shares
The Shareholders:
+ delegate to the Management Board, for a maximum period of 26 months from this 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;
+ decide that the nominal amount of increases may not exceed an aggregate amount of four million five
hundred thousand euros (€ 4,500,000);
+ decide that shareholders may exercise their preferential rights to subscribe for ordinary shares and
securities on the basis of revocable entitlement (à titre réductible);
+ decide 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);
+ resolve that, unless otherwise authorized by the General Meeting, this delegation of authority shall be
suspended if a third party files a proposed public offering to acquire the Company's shares;
+ delegate all powers to the Management Board to set the issue price and conditions, the amount of the
issue, and the date of record and to proceed with the listing of the securities to be issued;
+ note 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 50June 28, 2018
Summary of resolution 15 - Granting 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 Shareholders:
+ decide 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;
+ decide that the total nominal amount of increases cannot exceed a maximum aggregate amount
excluding issue premium of four million euros (€4,000,000);
+ decide that the Company may carry out capital increases through public offerings of its shares;
+ decide 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;
decide 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);
+ decide that the issue price of new shares will be determined by the Management Board;
+ resolve that, unless otherwise authorized by the General Meeting, this delegation of authority shall be
suspended if a third party files a proposed public offering to acquire the Company's shares.
+ note 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 51June 28, 2018
Summary of resolution 16 - Granting of authority 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 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;
+ resolve that, unless otherwise authorized by the General Meeting, this delegation of authority shall be
suspended if a third-party files a proposed public offering to acquire the Company's shares;
+ 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 52June 28, 2018
Summary of resolution 17 - Granting 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:
+ resolve, in accordance with the provisions of article L. 225-135-1 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 decide to increase the number of securities to be issued for each issuance carried
out pursuant to resolutions fifteen, sixteen and seventeen, within thirty (30) days of the closing of the
subscription period, up to the limit of 15% of the initial issue and at the same price as that decided for the
initial issue;
+ resolve that, unless otherwise authorized by the General Meeting beforehand, this delegation of
authority shall be suspended as from the date of the filing by a third party of a proposed public offering to
acquire the Company's shares and until the end of this offering period; and
+ resolve that the nominal amount of the share capital increases that may be carried out under this
delegation will be credited against the maximum nominal amount set out in the resolution pursuant to
which the issue is decided, and against the aggregate nominal capital increase ceiling set under
resolution twenty-two.
VALNEVA - Annual General Meeting 53June 28, 2018
Resolution 18 - Granting of authority to the Management Board to increase the
number of securities to be issued in connection with a share capital increase
with or without preferential subscription right, up to the limit of 15% of the initial
issue
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, except subject to prior authorization by the General Meeting, this delegation of authority
shall be suspended as from the date of the filing by a third party of a proposed public offering to acquire
the Company's shares and until the end of this offering period.
VALNEVA - Annual General Meeting 54June 28, 2018
Summary of resolution 19 - Granting of authority to the Management Board in
order to increase the share capital through the capitalization of reserves,
earnings or premium
The Shareholders:
+ authorize the Management Board, with the ability to subdelegate under the conditions stipulated by law,
to set the price of an increase of the Company’s capital, decided under the preceding resolutions sixteen
and/or seventeen under the following conditions: the issue price must not be lower than the weighted
average share price on Euronext Paris, calculated over a period of between three (3) and ninety (90)
consecutive trading days preceding the setting of the issue and possibly reduced by a maximum of fifteen
percent (15%) if the Management Board so decides;
+ resolve that the maximum nominal amount of capital increases which may be carried out immediately or
in the future, under this delegation may not exceed ten percent (10%) of the Company's share capital,
within the limit of the maximum increase in capital provided for under resolution sixteen, or according to
the case, resolution seventeen;
+ resolve that, unless otherwise authorized by the General Meeting, this authorization shall be suspended
if a third party files a proposed public offering to acquire the Company's shares;
+ resolve that this delegation of authority shall be valid for twenty-six (26) months from the date of this
meeting.
VALNEVA - Annual General Meeting 55June 28, 2018
Summary of resolution 20 - Granting 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:
+ 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, that it may further delegate under the conditions provided
for by law, to implement this delegation and in particular to:
o establish the list of equity shares or securities tendered and determine the amount, characteristics,
terms and conditions of the issue, the share exchange rate;
o recognize the completion of the contribution and charge all costs, expenses and fees to the premium;
o duly record completion of the capital increase and make the corresponding amendments to the
Articles of Association.
+ resolve that, unless otherwise authorized by the General Meeting, this delegation of authority shall be
suspended if a third party files a proposed public offering to acquire the Company's shares.
VALNEVA - Annual General Meeting 56June 28, 2018
Summary of resolution 21 - Granting 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, acting in accordance with the conditions of quorum and majority that apply at
Extraordinary Shareholders Meetings, after having reviewed the Management Board report, and subject
to the adoption of resolutions fifteen to twenty-one:
+ resolve that the maximum aggregate amount of capital increases that may be carried out, with
immediate effect or in the future, under resolutions fifteen to twenty-one, 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 delegations of authority granted to the Management Board under
resolutions fifteen to twenty-one 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
nineteen to twenty-four of the Combined Extraordinary and Ordinary General Meeting of the Company of
June 29, 2017.
VALNEVA - Annual General Meeting 57June 28, 2018
Resolution 22 - Maximum aggregate amount of capital increases
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.
This authorization replaces the authorization given by resolution thirty-one of the General Meeting dated
June 30, 2016.
VALNEVA - Annual General Meeting 58June 28, 2018
Summary of resolution 23 - Granting 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 resolve, subject to approval of resolution 25, to issue 57,500 detachable equity
warrants of the Company (“BSA 29”).
+ Form: Registered
+ Term : 5 years
+ Freely transferable
+ Issue price: 10% of volume-weighted average price of ordinary shares over the 20 days preceding
the grant date
+ Conversion ratio: 1 BSA 29 = 1 new ordinary share
+ Exercise price = ninety per cent (90%) of the volume-weighted average price of the Company’s
ordinary share for the twenty (20) trading day period immediately preceding the grant date of the BSA
29 by the Management Board
The Shareholders give all powers to the Management Board to implement this decision, and in
particular to:
+ set the final terms and conditions for issuing and exercising the BSA 29 equity warrants according to
the criteria set forth in this resolution and notably determine the exercise periods;
+ increase the share capital by a maximum amount of €8,625, by issuing no more than 57,500 new
shares.
Unless otherwise authorized by the General Meeting, this delegation of authority shall be suspended if
a third party files a proposed public offering to acquire the Company's shares.
VALNEVA - Annual General Meeting 59June 28, 2018
Summary of resolution 24 - Issue of equity warrants
The Shareholders, acting in accordance with the conditions of quorum and majority that apply at
Extraordinary General Meetings, after having reviewed the report of the Management Board and the
Statutory Auditors' special report, and subject to adoption of resolution twenty-four, 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 the issue of BSA 29 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 29 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 29 equity warrants in a supplementary report to be certified by the
Statutory Auditors.
VALNEVA - Annual General Meeting 60June 28, 2018
Resolution 25 - Cancellation of preferential subscription rights for the benefit of
selected categories of persons
The Shareholders:
+ resolve in accordance with the provisions of article L. 225-129-6 of the French commercial to reserve
for the benefit of employees of the Company a capital increase through the issue of shares in accordance
with the provisions of Articles L. 3332-18 et seq. of the French labor code;
+ delegate to the Management Board all authority to proceed, within a maximum period of twenty-six (26)
months from the date of the shareholders' meeting, with a capital increase for a maximum nominal
amount of one hundred thousand euros (€100,000), in one or more tranches, through the issue of cash
shares reserved for employees participating in a company savings plan to be established by the company
and carried out in accordance with the provisions of Articles L. 3332-18 et seq. of the French labor code;
+ resolve to cancel shareholders’ preferential subscription rights to such new shares in favor of
employees of the Company or companies and groups affiliated thereto, within the meaning of article L.
225-180 of the French commercial code;
The Management Board shall determine the shares’ issue price in accordance with article L. 3332-19 of
the French Labor Code.
Unless otherwise authorized by the General Meeting, this delegation of authority shall be suspended if a
third party files a proposed public offering to acquire the Company's shares.
The Management Board recommends that this resolution be rejected.
VALNEVA - Annual General Meeting 61June 28, 2018
Summary of resolution 26 - Granting of authority to the Management Board for
the purpose of deciding to carry out a capital increase reserved for employees
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 62June 28, 2018
Resolution 27 - Powers for formalities
Agenda
1. AGM preliminary formalities
2. Introduction
3. Company overview
4. 2017 business highlights & recent newsflow
5. Valneva 2017 financials & outlook
6. Answers to written questions
7. Auditor’s reports
8. Presentation and discussion of resolutions; voting
9. Conclusion
June 28, 2018 63VALNEVA - Annual General Meeting
Thank you.