DBV Technologies S.A 10-K/A, filed Apr 30, 2026
DBV Technologies S.A. (DBVT)
About this 10-K/A
DBV Technologies S.A filed this 10-K/A on April 30, 2026, covering the fiscal year ended December 31, 2025.
Table of Contents
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation organization) |
(I.R.S. Employer Identification No.) | |
Not applicable | ||
(Address of principal executive offices) |
(Zip Code) | |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
* |
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| ☒ | Smaller reporting company | |||||
| Emerging growth company | ||||||
Table of Contents
Table of Contents
DBV Technologies S.A.
Form 10-K/A
Table of Contents
| Page | ||||
| Part III | 1 | |||
| Item 10. Directors, Executive Officers and Corporate Governance |
1 | |||
| 16 | ||||
| 27 | ||||
| Item 13. Certain Relationships and Related Transactions, and Director Independence |
31 | |||
| 36 | ||||
| Part IV | 37 | |||
| 37 | ||||
| 37 | ||||
| 41 | ||||
i
Table of Contents
Name |
Age |
Position | ||
Executive Officers |
||||
| Daniel Tassé | 66 | Chief Executive Officer and Director (*) | ||
| Virginie Boucinha | 56 | Chief Financial Officer | ||
| Dr. Pharis Mohideen | 61 | Chief Medical Officer | ||
Kevin Trapp |
59 | Chief Commercial Officer | ||
Directors |
||||
| Timothy E. Morris (4) | 64 | Director | ||
| Philina Lee (2) | 49 | Director (**) | ||
| Michel de Rosen (2) (3) | 75 | Non-Executive Chairman of the Board | ||
| Maïlys Ferrère (3) | 63 | Director (*) | ||
| Michael J. Goller (6) | 51 | Director (*) | ||
| Daniele Guyot-Caparros (1) (2) | 67 | Director | ||
| Ravi M. Rao (3) | 58 | Director | ||
| Adora Ndu (1) | 44 | Director | ||
| Julie O’Neill (5) | 60 | Director | ||
| (1) | Member of our audit committee (the “Audit Committee”). |
| (2) | Member of our compensation committee (the “Compensation Committee”). |
| (3) | Member of our nominating and governance committee (the “Nominating and Governance Committee”). |
| (4) | Chair of our Audit Committee. |
| (5) | Chair of our Compensation Committee. |
| (6) | Chair of our Nominating and Governance Committee. |
| (*) | Director nominee for mandate renewal at the 2026 Annual General Meeting. |
| (**) | Philina Lee was provisionally appointed as Director by the Board of Directors at its meeting on October 30, 2025, to replace Mr. Daniel Soland, who left the Board of Directors on September 18, 2025. The ratification of her provisional appointment will be submitted to the 2026 Annual General Meeting. |
Name |
Audit |
Compensation |
Nominating and Governance |
|||||
Daniel Tassé |
||||||||
Michel de Rosen |
X | X | ||||||
Maïlys Ferrère |
X | |||||||
Michael J. Goller |
Chair | |||||||
Timothy E. Morris |
Chair | |||||||
Adora Ndu |
X | |||||||
Julie O’Neill |
Chair | |||||||
Philina Lee |
X | |||||||
Daniel Soland* |
X | |||||||
Ravi M. Rao |
X | |||||||
Danièle Guyot-Caparros |
X | X | ||||||
| • | monitoring the process of preparing the financial information and, where appropriate, make recommendations to ensure its integrity; |
| • | monitoring the efficiency of risk management and internal control systems, as well as that of internal audits if applicable, with regard to the preparation and processing of financial and accounting information, without prejudice to its independence; |
| • | issuing a recommendation on the statutory auditors to be proposed for appointment at the ordinary general meeting. This recommendation to our Board of Directors is prepared in accordance with the provisions of Article 16 of (EU) Regulation no. 537/2014; it also issues a recommendation to this body when the renewal of the mandate of the auditor(s) is considered. Except for renewal, the recommendation must be justified and contain at least two choices while stating a reasoned preference. This recommendation is prepared following a selection procedure led by our Audit Committee. The recommendations and preferences of our Audit Committee are presented at our ordinary general meeting held to determine the appointment of the statutory auditor; |
| • | monitoring implementation by the statutory auditors of their mission and taking account of any findings and conclusions made by the French High Council of Statutory Auditors following controls carried out pursuant to Articles L. 821-9 et seq. of the French Commercial Code; |
| • | ensuring that the statutory auditors comply with independence criteria; where applicable, our Audit Committee takes the required measures for application of the provisions relating to financial independence set out in Article 4 section 3 of (EU) Regulation no. 537/2014 and ensures compliance with the conditions specified in Article 6 of the same regulation; |
| • | approving the provision of services other than the auditing of accounts referred to in Article L. 822-11-2 |
| • | regularly reporting to our Board of Directors on the performance of its tasks. Our Audit Committee also reports on the outcome of the accounts auditing task, how this task contributed to the integrity of the financial information and the role it played in that process. Our Audit Committee immediately informs our Board of Directors about any difficulties encountered. |
| • | reviewing and discussing the oversight of cybersecurity and data privacy matters, including the Company’s guidelines and policies with respect to data privacy, technology and information security risks, and the steps taken by management to monitor and control such exposures; |
| • | evaluating, at least annually, the performance of the statutory auditors, assessing their qualifications (including their internal quality control procedures and any material issues raised by the most recent internal quality control review or any investigations by regulatory authorities), and recommending to the Board whether to retain or terminate the engagement of the existing statutory auditors; |
| • | prior to recommending the engagement of any prospective statutory auditors, reviewing written disclosures regarding all relationships that may reasonably be thought to bear on independence, consistent with PCAOB Rule 3526; |
| • | recommending to the Board the approval of audit engagements and permissible non-audit services of the statutory auditors, including the scope, plans and compensation therefor; |
| • | reviewing with management and the statutory auditors the results of the annual audit, including the statutory auditors’ assessment of the quality of the Company’s accounting principles and practices, and discussing the matters required to be discussed by PCAOB Auditing Standard No. 1301, Communications with Audit Committees; |
| • | reviewing with management and the statutory auditors, as appropriate, the Company’s audited financial statements for inclusion in the Annual Report on Form 10-K and the quarterly financial statements for inclusion in the Quarterly Reports on Form 10-Q, prior to filing with the SEC; |
| • | reviewing with management and the statutory auditors, as appropriate, earnings press releases and the substance of financial information and earnings guidance provided to analysts and rating agencies; |
| • | overseeing the Company’s major legal compliance risk exposures; |
| • | reviewing and assessing the adequacy of the Audit Committee’s charter at least annually and participating in the annual evaluation of the Audit Committee’s performance as part of the Board’s annual assessment; |
| • | overseeing the preparation and review of the Company’s financial reports, including reports to be filed with the SEC or with the Autorité des Marchés Financiers ; |
| • | investigating any matter brought to the attention of the Audit Committee within the scope of its duties if, in the judgment of the Audit Committee, such investigation is necessary or appropriate; and |
| • | reviewing and establishing appropriate insurance coverage for the Company’s Directors and officers. |
| • | to examine and verify our draft budgets and draft annual and interim financial statements before they are sent to the Board of Directors; |
| • | to examine the draft comments, announcements and financial communication concerning our financial statements; and |
| • | to provide a timely opinion to our administrative and financial management upon the latter’s request. |
| • | to examine and verify our general cash flow policy (investments and loans, risk hedging tools) and our cash flow situation. |
| • | to establish and oversee procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, including procedures for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters; |
| • | to examine off-balance sheet risks and commitments; |
| • | to examine the relevance of risk monitoring procedures; and |
| • | to review and oversee all related-party transactions, including related person transactions as defined under SEC Regulation S-K Item 404 and under article L. 225-38 et seq. of the French Commercial Code, in accordance with our internal policy. |
| • | ensuring that the Company’s compensation policy for the Chief Executive Officer complies with the Company’s corporate interests and business strategy and contributes to its long-term viability, is consistent with market and industry practices, so that the compensation policy of the Company remains attractive to current and prospective talent in the biopharmaceutical market, and complies with applicable laws and corporate governance standards; reviewing on an annual basis, and recommending to the Board for its approval and submission to the Company’s ordinary general meeting, in compliance with the French say on pay rules, all items of the Chief Executive Officer’s compensation; |
| • | evaluating the Chief Executive Officer’s performance in light of relevant corporate goals and objectives; |
| • | reviewing, on an annual basis, the compensation of the Chairman of the Board and, if relevant, issuing a recommendation to the Board regarding the amount of such compensation; |
| • | ensuring that the Company’s compensation policy for the Directors takes into account the Director’s attendance to Board meetings and Committees’ membership (if any) in accordance with the corporate governance recommendations; |
| • | ensuring that the Company’s compensation policy for Section 16b-3 Officers complies with the Company’s corporate interests and business strategy and contributes to its long-term viability, is consistent with market and industry practices, so that the compensation policy of the Company remains attractive to current and prospective talent in the biopharmaceutical market, and complies with applicable laws and corporate governance standards; |
| • | reviewing, on an annual basis, the compensation of Section 16b-3 Officers and, if relevant, issuing a recommendation to the Board regarding the amount of such compensation. |
| • | making recommendations to the Board regarding any decisions to adopt, amend or terminate the Company’s equity incentive plans, pension and profit sharing plans, deferred compensation plans and similar programs; |
| • | reviewing and discussing, on an annual basis, with the Company’s management the disclosures on compensations contained in: |
| • | the Board’s corporate governance report ( rapport sur le gouvernement d’entreprise ) included in the Universal Registration Document (“URD”) to be filed with the Autorité des marchés financiers ; and |
| • | the Company’s annual reports on Form 10-K, registration statements, proxy statements or information statements (“Compensation Discussion and Analysis”) to be filed with the Securities and Exchange Commission; and |
| • | reviewing and assessing the adequacy of the Compensation Committee’s charter at least annually and participating in the annual evaluation of the Compensation Committee’s performance as part of the Board’s annual assessment. |
| • | The Compensation Committee has the authority to retain or obtain the advice of compensation consultants, independent legal counsel and other advisers as it determines necessary or appropriate in the performance of its duties. The Company provides appropriate funding, as determined by the Compensation Committee, for payment of reasonable compensation to any such adviser retained by the Compensation Committee. In selecting any such adviser, the Compensation Committee considers the independence of such adviser in accordance with the factors specified in Nasdaq Rule 5605(d)(3)(D), including the provision of other services to the Company by the adviser’s employer, the amount of fees received from the Company by the adviser’s employer as a percentage of total revenue, the policies and procedures of the adviser’s employer designed to prevent conflicts of interest, any business or personal relationship of the adviser with a member of the Compensation Committee, any stock of the Company owned by the adviser, and any business or personal relationship of the adviser with an executive officer of the Company. The Compensation Committee has engaged Pay Governance, LLC (“Pay Governance”) and Aon Consulting as its independent compensation consultants to provide market data, peer group benchmarking and advice on executive and non-employee director compensation matters. The Compensation Committee has assessed the independence of Pay Governance and Aon Consulting in accordance with Nasdaq Rule 5605(d)(3)(D) and SEC rules and has concluded that Pay Governance and Aon Consulting’s engagements do not raise any conflict of interest. |
| • | identifying and evaluating candidates to serve on the Board consistent with criteria approved by the Board, including consideration of potential conflicts of interest as well as applicable independence, experience and other requirements; reviewing, evaluating and considering the recommendation for nomination of incumbent directors for re-election to the Board; monitoring the size of the Board; considering recommendations for Board nominees and proposals submitted by the Company’s shareholders and recommending to the Board appropriate action thereon; and making any disclosures required by Nasdaq Listing Rules and applicable law in the course of exercising its authority; |
| • | periodically reviewing, discussing and assessing the performance of the Board, including Board Committees, seeking input from the full Board and others, including evaluation of the Board’s contribution as a whole, the Board’s effectiveness in serving the best interests of the Company and its shareholders, overall Board composition and makeup, and the independence of directors, including whether a majority of the Board continue to be independent from management in both fact and appearance, as well as within the meaning prescribed by Nasdaq and Middlenext Code; |
| • | overseeing the Board’s Committee structure and operations, and making recommendations to the Board regarding the appointment of Directors to serve as members of each Committee and Committee chairs, after due consideration of the interests, independence and experience of the individual Directors and the independence and experience requirements set forth in the Nasdaq Listing Rules, the Middlenext Code, the rules and regulations of the SEC and applicable law; |
| • | periodically reviewing and making recommendations to the Board regarding the Company’s process for shareholder communications with the Board; |
| • | implementing an orientation process for new directors, including background material on the Company’s policies and procedures and expectations as to Directors and Committee members’ duties and responsibilities, meetings with senior management and visits to the Company’s facilities, and recommending to the Board continuing education programs for Directors; |
| • | periodically reviewing and assessing the Board Rules of Procedure and recommending any changes deemed appropriate to the Board; |
| • | developing and periodically reviewing with the Chief Executive Officer the plans for succession for the members of the Executive Committee, including Section 16b-3 Officers, and making recommendations to the Board with respect to the selection of appropriate individuals to succeed to these positions; and separately developing and periodically reviewing with the Board the plans for succession for the Chairperson of the Board and the Chief Executive Officer, and making recommendations to the Board with respect to the selection of appropriate individuals to succeed to this position; |
| • | periodically reviewing the processes and procedures used by the Company to provide information to the Board and its Committees, including reporting channels, access to outside advisors and timeliness of information, and making recommendations to the Board for improvement as appropriate; |
| • | considering the Board’s leadership structure, including the separation of the Chairperson and Chief Executive Officer roles and/or appointment of a lead independent director, and making recommendations to the Board with respect thereto, and reviewing and discussing the narrative disclosure regarding the Board leadership structure and role in risk oversight required by Item 407(h) of Regulation S-K; |
| • | reviewing and assessing the adequacy of the Nominating and Governance Committee’s charter periodically and participating in the annual evaluation of the Nominating and Governance Committee’s performance as part of the Board’s annual assessment; regularly reporting to the Board regarding the Nominating and Governance Committee’s actions; and performing such other functions and having such other powers as may be necessary or appropriate in the discharge of the foregoing. |
| • | Daniel Tassé, our Chief Executive Officer and Director; |
| • | Virginie Boucinha, our Chief Financial Officer; and |
| • | Dr. Pharis Mohideen, our Chief Medical Officer. |
Name and Principal Position |
Year |
Salary $ |
Bonus $ |
Stock Awards (1) $ |
Option Awards (1) ($) |
Non-Equity Incentive Plan Compensation $ |
All Other Compensation $ |
Total $ |
||||||||||||||||||||||||
Daniel Tassé |
2025 | 600,000 | 780,000 | — | 1,915,376 | — | 62,571 | (3) | 3,357,947 | |||||||||||||||||||||||
Chief Executive Officer and Director |
2024 | 600,000 | 498,000 | — | 488,126 | — | 36,020 | 1,622,146 | ||||||||||||||||||||||||
Virginie Boucinha (2) |
2025 | 350,446 | 249,698 | (4) | 86,415 | 381,486 | — | 1,068,045 | ||||||||||||||||||||||||
Chief Financial Officer |
2024 | 319,308 | 85,119 | 10,165 | 43,858 | — | — | 458,450 | ||||||||||||||||||||||||
Pharis Mohideen |
2025 | 590,787 | 430,219 | (5) | 118,820 | 502,687 | — | 1,642,513 | ||||||||||||||||||||||||
Chief Medical Officer |
2024 | 567,787 | 150,804 | 18,724 | 83,447 | — | — | 820,762 | ||||||||||||||||||||||||
| (1) | The amounts reported in the “Stock Awards” and “Option Awards” columns represent the aggregate grant-date fair value of each award computed in accordance with ASC Topic 718. For additional information regarding the assumptions used in determining the fair value of these awards, please refer to Note 11 to the consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on March 26, 2026. Amounts in euros were converted into U.S. dollars using the average exchange rate for the relevant period, consistent with the exchange rates applied in our consolidated financial statements. |
| (2) | Amounts relating to base salary in 2024 and 2025 have been converted from euros to U.S. dollars at a rate of €1.00 = $1.0824 and €1.00 = $1.1300, which represent the average exchange rates for the year ended December 31, 2024 and December 31, 2025 respectively. Amounts relating to the bonus in 2024 have been converted from euros to U.S. dollars at a rate of €1.00 = $1.08637, which represents the ECB fixing exchange rate on March 13, 2025 (date of approval by the Board meeting of the bonus compensation). Amounts relating to the bonus in 2025 have been converted from euros to U.S. dollars at a rate of €1.00 = $1.1862, which represents the ECB fixing exchange rate on February 13, 2026 (date of approval by the Board meeting of the bonus compensation). |
| (3) | Includes $62,571 in tax gross-up payments or reimbursements. |
| (4) | Includes $67,455 of exceptional compensation granted by the Board of Directors at its meeting held on June 11, 2025, on the recommendation of the Compensation Committee, in view of the successful completion of the PIPE financing and in accordance with the remuneration policy approved by June 11, 2025, Annual General Meeting, which have been converted from euros to U.S. dollars at a rate of €1.00 = $1.1433, which represents the ECB fixing exchange rate on June 11, 2025 (date of approval by the Board meeting of this exceptional compensation). The remaining $182,243 has been converted in accordance with (2) above. |
| (5) | Includes $113,557 of exceptional compensation granted by the Board of Directors at its meeting held on June 11, 2025, on the recommendation of the Compensation Committee, in view of the successful completion of the PIPE financing and in accordance with the remuneration policy approved by June 11, 2025, Annual General Meeting. |
Option Awards (1) |
Stock Awards (1) |
|||||||||||||||||||||||||||
Name |
Grant Date |
Number of securities underlying unexercised options (#) exercisable |
Number of securities underlying unexercised options (#) unexercisable |
Option exercise price (2) |
Option expiration date |
Number of shares or units of stock that have not vested (#) |
Market value of shares of units of stock that have not vested (3) |
|||||||||||||||||||||
Daniel Tassé |
11/29/18 | — | 350,000 | (4) | 30.02 | € | 11/29/28 | — | — | |||||||||||||||||||
| 05/24/19 | — | 150,000 | (4) | 16.99 | € | 05/24/29 | — | — | ||||||||||||||||||||
| 11/24/20 | 274,000 | — | 4.16 | € | 11/24/30 | — | — | |||||||||||||||||||||
| 11/22/21 | 274,000 | — | 5.87 | € | 11/22/31 | — | — | |||||||||||||||||||||
| 11/21/22 | 573,290 | 191,096 | 3.00 | € | 11/21/32 | — | — | |||||||||||||||||||||
| 11/20/23 | 404,836 | 404,836 | 2.00 | € | 11/20/33 | — | — | |||||||||||||||||||||
| 12/04/24 | 203,300 | 609,900 | 0.85 | € | 12/04/34 | — | — | |||||||||||||||||||||
| 11/21/25 | — | 964,000 | 2.52 | € | 11/21/35 | — | — | |||||||||||||||||||||
Virginie Boucinha |
11/20/23 | 56,500 | — | 2.00 | € | 11/20/33 | 9,500 | $ | 37,729.25 | |||||||||||||||||||
| 11/21/24 | 28,250 | 84,750 | 0.71 | € | 11/21/34 | 14,250 | $ | 56,593.88 | ||||||||||||||||||||
| 11/21/25 | — | 192,000 | 2.52 | € | 11/21/35 | 32,000 | $ | 127,088 | ||||||||||||||||||||
Pharis Mohideen |
07/22/19 | — | 75,000 | (4) | 17.90 | € | 07/22/29 | — | — | |||||||||||||||||||
| 11/24/20 | 95,400 | — | 4.16 | € | 11/24/30 | — | — | |||||||||||||||||||||
| 11/22/21 | 95,400 | — | 5.87 | € | 11/22/31 | — | — | |||||||||||||||||||||
| 07/29/22 | 87,500 | 12,500 | 4.72 | € | 07/29/32 | 1,250 | $ | 4,964.38 | ||||||||||||||||||||
| 11/21/22 | 86,250 | 28,750 | 3.00 | € | 11/21/32 | 4,375 | $ | 17,375.31 | ||||||||||||||||||||
| 11/20/23 | 107,500 | 107,500 | 2.00 | € | 11/20/33 | 17,500 | $ | 69,501.25 | ||||||||||||||||||||
| 11/21/24 | 53,750 | 161,250 | 0.71 | € | 11/21/34 | 35,000 | $ | 139,002.5 | ||||||||||||||||||||
| 11/21/25 | — | 253,000 | 2.52 | € | 11/21/35 | 44,000 | $ | 174,746 | ||||||||||||||||||||
| (1) | The staggered vesting for the stock and option awards until November 2022 is as follows: 25% of the shares subject to each option vest 12 months after grant, with the remaining shares vesting in six equal semi-annual installments thereafter, subject to each option holder’s continued service through each such vesting date. As of November 2022, the staggered vesting of stock and option awards has changed, with a 4-year grant, and 25% vesting each year. |
| (2) | Exercise prices, grant date share fair values and fair value per equity instruments are provided in euros, as the Company is incorporated in France and the euro is the currency used for the grants. |
| (3) | Determined by reference to €3.38, the closing price per Ordinary Share on Euronext Paris on December 31, 2025, and an applicable exchange rate of €1.00 = $1.1750, which represents the exchange rate as of December 31, 2025. |
| (4) | The vesting of these options is not similar to the vesting described in footnote (1), but is subject to the achievement of clinical development-related performance conditions. |
| • | base salary, pegged to local compensation market; |
| • | annual incentive, paid in cash, subject to Company and individual achievement against annual corporate objectives; |
| • | long-term incentive, using a mix of restricted share units and stock options; |
| • | benefits, aligned with local market practices; and |
| • | talent management and development programs and opportunities, supporting our talent’s professional development. |
| • | attract, retain and motivate superior executive talent; |
| • | provide incentives that reward the achievement of performance goals that directly correlate to the enhancement of stockholder value, as well as to facilitate executive retention; |
| • | align our executives’ interests with those of our stockholders; |
| • | link pay to company performance; and |
| • | offer pay opportunities that are competitive with the biopharmaceutical market in which we compete in order to recruit and retain top talent, while maintaining reasonable cost and dilution to our shareholders. |
| • | Base salary (fixed cash) |
| • | Base salary reflects level of expertise and competencies. It is aligned and competitive with local and country standards. Salary increases are managed annually, based on merit budget envelopes. Merit increase aims at rewarding our employees for the execution of their mission, specified in their job description. |
| • | Annual incentive |
| • | All employees are eligible for an annual incentive plan rewarding personal contribution towards Company and individual goals, as well as how they are delivered. As such, our annual performance management process encompasses assessment of behavioral competencies tied to our 4C’s. Targets are expressed in percentage of based salary and benchmarked with industry local market practices and peers. |
| • | For 2025, the Board of Directors, on the recommendation of the Compensation Committee, determined that our Company had achieved 130% of the corporate objectives established by the Board. |
| • | Long-term incentives (at-risk equity) |
| • | Value in the biotechnology industry is often created over a few years. We seek to align employee’s compensation with long-term Company value creation. We believe that our ability to grant equity awards is a credible and effective compensation tool. |
| • | Equity incentives aim at attracting and retaining talent at all levels of the organization by providing an extra layer of incentives to employees and promoting our growth as a collective achievement. |
| • | Includes a mix of Stock-Options (“SOs”) and RSUs in line with market practice in some comparable US peer companies. The size of the award is a percentage of the capital share outstanding (“CSO”) which may vary depending on where the role is based. |
| • | Annual equity opportunities are generally reviewed and determined annually or as appropriate during the year for new hires, promotions, or other special circumstances, such as to encourage retention, or as an incentive for significant achievement. Individual grants are determined based on a number of factors, including current corporate and individual performance, outstanding equity holdings and their retention value and total ownership, historical value of our stock, internal equity among executives and market data provided by our independent compensation consultant. |
| • | We focus on time-vesting awards. Time-based vesting allows for retention that is aligned to the biotechnology industry’s longer time horizon for value creation and is competitive with market practices. Further, our focus on time-vesting awards allows us to most optimally allocate our resources by enabling us to shift resources towards the most promising opportunities for shareholder value creation. |
| • | Fixed compensation |
| • | Annual variable compensation |
Criteria |
% | Description | ||
Qualitative and Quantitative |
35% | Clinical studies and preparation of BLA files for medium-term commercialization, advancing pre-clinical programs | ||
| 35% | Maintaining financial stability, managing liquidity and necessary investments | |||
| 30% | Advance marketing preparations, manage company capacity, and promote employee development | |||
Total |
100% |
| • | Exceptional Compensation |
| • | Long-term compensation |
| • | Benefits of any kind |
| • | Welcome bonus |
| • | Commitments made by the Company in the event of termination of the Chief Executive Officer’s term of office |
Commitments made by the company |
Main characteristics |
Criteria for award |
Termination Conditions | |||
Severance indemnity |
On December 12, 2018, the Board decided, in accordance with the recommendations of the Compensation Committee and in accordance with Article L.225-42-1 This commitment was approved by the Annual General Meeting of May 24, 2019, in its fifth ordinary resolution. |
Severance package will therefore be paid to the Chief Executive Officer if all the following criteria are met: • Viaskin Peanut approved on a major market; • Construction of an EPIT pipeline with three trials in progress; • 6 months’ cash flow as determined by the expenses of the last quarter prior to the date on which he leaves his post. Compliance with these performance conditions will be established by the Board prior to any payment. |
In the event of termination by the Company of the Chief Executive Officer’s mandate without cause or for valid reason, the Company shall pay an amount equal to the sum of: • 18 months’ gross remuneration; • 100% of any bonus paid. In the event of termination without cause or for good reason outside of a change of control, the severance benefits get paid out over 12 months. In the event of termination without cause or for good in connection with a change of control, those same amounts get paid in a lump sum |
| • | Clawback policy |
| • | Completeness: each company is free to determine the components of executive directors’ compensation. Disclosure of executive directors’ compensation to shareholders must be exhaustive: fixed portion, variable portion (bonus), stock options, restricted stock units, compensation for Board member duties, exceptional compensation, retirement conditions and special benefits, other... In the case of variable compensation, the assessment of performance takes into account quantitative criteria— financial and non-financial—as well as qualitative criteria; |
| • | Balance between remuneration components: each component of remuneration must be justified and in the Company’s interest; |
| • | Benchmark: as far as possible, remuneration should be assessed in the context of a business line and the reference market, and be proportionate to the Company’s situation, while taking care to avoid inflationary effects; |
| • | Consistency: the remuneration of executive directors must be consistent with that of the Company’s other Directors and employees; |
| • | Rules must be simple and transparent. The performance criteria used to establish the variable portion of compensation or, where applicable, for the granting of stock options or restricted stock units, must be linked to the Company’s performance, correspond to its objectives, be demanding, explainable and, as far as possible, sustainable. They must be detailed, without however calling into question the confidentiality that may be justified for certain elements; |
| • | Measure: the determination of remuneration and the granting of stock options or restricted stock units must strike a fair balance, taking into account the Company’s general interest, market practices and the performance of senior executives; |
| • | Transparency: in accordance with the law, companies whose shares are listed on a regulated market must publish all the components of executive compensation in their corporate governance report. In the case of variable compensation, the weighting of the various criteria is communicated to shareholders. |
Director |
Fees Earned or Paid in Cash ($) (1) |
Warrant awards ($) (2) |
All other compensation ($) |
Total ($) |
||||||||||||
Michel de Rosen |
$ | 186,272 | $ | 0 | $ | 0 | $ | 186,272 | ||||||||
Daniel Tassé |
$ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
Daniele Guyot-Caparros |
$ | 128,062 | $ | 0 | $ | 0 | $ | 128,062 | ||||||||
Maïlys Ferrère (3) |
$ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
Michael J. Goller |
$ | 128,062 | $ | 0 | $ | 0 | $ | 128,062 | ||||||||
Timothy E. Morris |
$ | 139,704 | $ | 0 | $ | 0 | $ | 139,704 | ||||||||
Adora Ndu |
$ | 122,241 | $ | 0 | $ | 0 | $ | 122,241 | ||||||||
Julie O’Neill |
$ | 128,062 | $ | 0 | $ | 0 | $ | 128,062 | ||||||||
Ravi M. Rao |
$ | 87,315 | $ | 0 | $ | 0 | $ | 87,315 | ||||||||
Philina Lee (4) |
$ | 37,254 | $ | 0 | $ | 0 | $ | 37,254 | ||||||||
Daniel B. Soland (5) |
$ | 84,986.60 | $ | 0 | $ | 0 | $ | 84,986.60 | ||||||||
| (1) | The amounts reported in this column represent the fees earned for service on our Board of Directors and committees of our Board of Directors for 2025. |
| (2) | The amounts reported in this column reflect the aggregate grant date fair value of such warrants computed in accordance with FASB ASC Topic 718 Compensation—Stock Compensation (“ASC Topic 718”). See Note 12 to our Consolidated Financial Statements in our Annual Report on Form 10-K for a discussion of assumptions made by us in determining the aggregate grant date fair value of our non-employee warrants. In accordance with a delegation of authority by the Annual General Meeting to the Board of Directors, the acquisition of these non-employee warrants by the participating directors was subject to the payment of a subscription price determined by our Board of Directors and payable in full by the applicable director that was at least equal to the fair market value of an Ordinary Share on the date of grant. |
| (3) | No remuneration as non-executive director is accepted by Ms. Mailys Ferrère as representative of BPI France. |
| (4) | Ms. Philina Lee joined our Board of Directors on October 30, 2025. |
| (5) | Mr. Daniel B. Soland served as a director until his resignation on September 18, 2025. |
Director |
Non-employee warrants awards (#) | |
Michel de Rosen |
9,000 | |
Michael J. Goller |
14,000 | |
Julie O’Neill |
16,000 |
| • | Fixed compensation |
| • | Compensation at the end of the mandate |
| • | Compensation paid in respect of Director duties |
| • | each Director, with the exception of the Chairman of the Board and the Chief Executive Officer, is entitled to receive 100,000 euros. |
| • | the chairman of the Audit Committee is entitled to receive an additional compensation of 20,000 euros. |
| • | the chairman of the Compensation Committee is entitled to receive an additional compensation of 10,000 euros. |
| • | the chairman of the Nominating and Governance Committee is entitled to receive an additional compensation of 10,000 euros. |
| • | The members of the above-mentioned committees are entitled to receive an additional compensation of 5,000 euros. |
| (a) | For attendance at least 90% of the meetings of the Board of Directors and the Committees scheduled during the year: the Director will be entitled to 100% of the amounts referred to above; |
| (b) | For attendance at less than 90% of the meetings of the Board of Directors and the Committees scheduled during the financial year: the compensation is calculated on a pro rata basis according to the actual attendance of the Director concerned. |
| • | Long-term compensation |
| • | Benefits of any kind |
| • | Compensation for exceptional missions |
| • | Services agreements |
Table of Contents
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Equity Compensation Plan Information
Shares Authorized for Delivery under Equity Compensation Plans
The following table provides information about our Ordinary Shares that may be issued (or transferred) under our equity compensation plans as of December 31, 2025:
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights |
Weighted-average exercise price of outstanding options, warrants and rights (1) |
Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a) |
|||||||||
| (a) | (b) | (c) | ||||||||||
| Equity compensation plans approved by Security holders: |
||||||||||||
| Non-Employee Warrants (BSA) |
107,008 | € | € | 52.35 | 1,128,254 | |||||||
| Stock options |
14,104,578 | € | € | 5.93 | 13,581,660 | |||||||
| Restricted Stock Units |
3,608,347 | € | 6.61 | 3,007,416 | ||||||||
| Equity compensation plans not approved by security holders: |
— | — | — | |||||||||
| Total |
17,819,933 | € | 6.35 | 17,717,330 | ||||||||
| (1) | Exercise prices, grant date share fair values and fair value per equity instruments are provided in Euros, as the Company is incorporated in France and the Euro is the currency used for the grants. |
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Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information with respect to the beneficial ownership of Ordinary Shares as of April 15, 2026 for:
| • | each beneficial owner of more than 5% of our Ordinary Shares; |
| • | each of our Executive Officers and Directors; and |
| • | all of our executive officers and Directors as a group. |
Beneficial ownership is determined in accordance with the rules and regulations of the SEC. Under these rules, beneficial ownership includes any shares as to which a person has sole or shared voting power or investment power. In computing the number of Ordinary Shares beneficially owned by a person and the percentage ownership of that person, Ordinary Shares subject to options, warrants, or other rights held by such person that are currently exercisable or will become exercisable within 60 days of April 15, 2026, are considered outstanding. These Ordinary Shares, however, are not included in the computation of the percentage ownership of any other person. Applicable percentage ownership is based on 296,042,447 Ordinary Shares outstanding plus 149,010,989 shares exercisable upon exercise of warrants and pre-funded warrants as of April 15, 2026.
Unless otherwise indicated, the address for each of the shareholders listed in the table below is c/o DBV Technologies S.A., 107 avenue de la République 92320 Châtillon, France.
| Number of Shares Beneficially Owned‡ |
Percentage of Shares Beneficially Owned‡ |
|||||||
| 5% Shareholders |
||||||||
| Entities affiliated with Baker Bros. Advisors (1) |
46,790,766 | 9.99 | % | |||||
| Entities affiliated with Suvretta (2) |
46,795,477 | 9.99 | % | |||||
| Entities affiliated with MPM BioImpact (3) |
31,901,421 | 6.89 | % | |||||
| Entities affiliated with Janus (4) |
29,105,794 | 6.35 | % | |||||
| Named Executive Officers and Directors |
||||||||
| Daniel Tassé (5) |
2,229,426 | * | ||||||
| Virginie Boucinha (6) |
99,000 | * | ||||||
| Pharis Mohideen (7) |
745,795 | * | ||||||
| Michel de Rosen (8) |
32,570 | * | ||||||
| Maïlys Ferrère |
— | * | ||||||
| Michael J. Goller (9) |
14,000 | * | ||||||
| Danièle Guyot-Caparros |
— | * | ||||||
| Timothy E. Morris (10) |
12,000 | * | ||||||
| Adora Ndu (11) |
1,825 | * | ||||||
| Julie O’Neill (12) |
16,000 | * | ||||||
| Ravi M. Rao |
— | * | ||||||
| Philina Lee |
— | * | ||||||
| All current Directors and current executive officers as a group (12 persons) (13) |
3,150,616 | * | ||||||
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| ‡ | The calculations of beneficial ownership for 5% Shareholders set forth in the table above are estimates based on publicly available information or information provided to the Company and have been prepared to the best of the Company’s knowledge and ability. The Company makes no representation as to the accuracy or completeness of such information. |
| * | Represents beneficial ownership of less than 1% of our outstanding Ordinary Shares. |
| (1) | Based in part on information provided in the Schedule 13D/A filed by Baker Bros. Advisors LP and affiliates on January 14, 2026, and other information provided to the Issuer. Consists of (a) 23,468,163 ordinary shares. In addition, (a) Baker Bros. Advisors LP and affiliates have (i) 13,116,331 pre-funded warrants (2022) exercisable into 13,116,331 ordinary shares, (ii) 27,304,896 First Pre-Funded Warrants exercisable into 27,304,896 First PFW Shares, and (iii) 27,304,896 Second Pre-Funded Warrants, that are exercisable into 47,783,568 Second PFW Shares (together, the “Baker Warrants”). The Baker Warrants are subject to a blocker which prevents the holder from exercising the Baker Warrants to the extent that, upon such exercise or conversion, the holder would beneficially own in excess of 9.99% of the Shares outstanding as a result of the exercise (the “Beneficial Ownership Limitation”), and the amounts and percentages in the table give effect to the Beneficial Ownership Limitation, reflecting 23,322,603 shares issuable upon exercise of the Baker Warrants. Baker Bros. Advisors LP (the “Adviser”) serves as the investment adviser to the Baker Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Baker Funds. Baker Bros. Advisors (GP) LLC (the “Adviser GP”) is the Adviser’s sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Baker Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Baker Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Baker Funds except to the extent of their pecuniary interest therein. Michael Goller, a full-time employee of the Adviser currently serves on DBV’s Board of Directors as a representative of the Baker Funds. The policy of the Baker Funds and the Adviser does not permit full-time employees of the Adviser to receive compensation for serving as directors of any issuer, and the Baker Funds are instead entitled to the pecuniary interest in the Baker Warrants. Michael Goller has no voting power, dispositive power or pecuniary interest in the Baker Warrants. Other than through their control of the Adviser, Felix J. Baker and Julian C. Baker have neither voting nor dispositive power and have no direct pecuniary interest in the Baker Warrants held by Michael Goller. The Baker Funds are instead entitled to the pecuniary interest in the Baker Warrants held by Michael Goller. The Adviser has voting and investment power over the Baker Warrants held by Michael Goller. The address for each of these entities is 860 Washington Street, 3rd Floor, New York, New York 10014. |
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| (2) | Based in part, on information provided in Schedule 13G filed by Suvretta Capital Management, LLC (“Suvretta Capital”), Averill Master Fund, Ltd. (“Averill Master Fund”) and Aaron Cowen on April 11, 2025 and other information provided to the Issuer. Consists of (a) 23,425,713 ordinary shares and (b) 18,350,136 Second Pre-Funded Warrants, that are exercisable into 32,112,738 Second PFW Shares held by Suvretta Capital and Averill Master Fund. The Second Pre-Funded Warrants are subject to the Beneficial Ownership Limitation, and the amounts and percentages in the table give effect to the Beneficial Ownership Limitation, reflecting 23,369,764 shares issuable upon exercise of the Second Pre-Funded Warrants. Suvretta Capital is the investment manager of Averill Master Fund. Mr. Cowen is the control person and managing member of Suvretta Capital and may be deemed to control Averill Master Fund. Mr. Cowen disclaims beneficial ownership of all Ordinary Shares held by Averill Master Fund, other than, to the extent of any pecuniary interest therein. The address of the principal office of (i) Averill Master Fund is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, and (ii) each of Suvretta Capital and Mr. Cowen is c/o Suvretta Capital Management, LLC, 540 Madison Avenue, 7th Floor, New York, New York, 10022. |
| (3) | Based in part, on information provided in Schedule 13G filed by MPM BioImpact LLC on February 17, 2026 and other information provided to the Issuer. Consists of (a) 9,226,931 ordinary shares, (b) 4,984,125 ordinary shares represented by ADSs and (c) pre-funded warrants that are exercisable into 17,690,365 ordinary shares. Christiana Bardon is a Managing Partner of MPM BioImpact LLC, and has sole or shared voting or dispositive power with respect to the securities held by the MPM BioImpact LLC. Ms. Bardon disclaims beneficial ownership of all ordinary shares held by MPM BioImpact other than to the extent of her pecuniary interest therein. The principal address of the MPM Funds, MPM BioImpact LLC and Ms. Bardon is 399 Boylston Street, Suite 1100, Boston, MA 02116. |
| (4) | Based in part, on information provided in Schedule 13G/A filed by Janus Henderson Group plc (“Janus Group”) on January 8, 2026 and other information provided to the Issuer. Consists of (a) 15,459,843 ordinary shares, (b) 4,962,164 First Pre-Funded Warrants exercisable into 4,962,164 First PFW Shares, and (c) 4,962,164 Second Pre-Funded Warrants exercisable into 8,683,787 Second PFW Shares held by Janus Group. The shares may be deemed to be beneficially owned by Janus Henderson Investors US LLC (“Janus”), an investment adviser registered under the Investment Advisers Act of 1940, who acts as investment adviser for certain affiliated funds (the “Janus Funds”) and has the ability to make decisions with respect to the voting and disposition of the shares subject to the oversight of the board of directors of the Janus Funds. The address for Janus is 151 Detroit Street, Denver, CO 80206. The portfolio managers for the Janus Funds are: Andrew Acker, Daniel S. Lyons and Agustin Mohedas. |
| (5) | Consists of 2,229,426 shares issuable upon the exercise of options that are exercisable within 60 days of April 15, 2026. |
| (6) | Consists of (a) 14,250 shares and (b) 84,750 shares issuable upon the exercise of options that are exercisable within 60 days of April 15, 2026. |
| (7) | Consists of (a) 144,995 shares and (b) 600,800 shares issuable upon the exercise of options that are exercisable within 60 days of April 15, 2026. |
| (8) | Consists of (a) 23,570 shares and (b) 9,000 shares issuable upon the exercise of warrants that are exercisable within 60 days of April 15, 2026. |
| (9) | Consists of 14,000 shares issuable upon the exercise of warrants that are exercisable within 60 days of April 15, 2026. Mr. Goller has neither voting nor dispositive power and has no direct pecuniary interest in these securities. He has entered into an agreement with Baker Bros. Advisors LP related to his beneficial ownership of our securities, as disclosed in a Schedule 13D/A filed by Baker Bros. Advisors LP, Baker Bros. Advisors (GP) LLC, Felix J. Baker and Julian C. Baker on October 11, 2019. |
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| (10) | Consists of 12,000 shares. |
| (11) | Consists of 1,825 shares. |
| (12) | Consists of 16,000 shares issuable upon the exercise of warrants that are exercisable within 60 days of April 15, 2026. |
| (13) | Consists of (a) 196,640 shares, (b) 2,914,976 shares issuable upon the exercise of options that are exercisable within 60 days of April 15, 2026, and (c) 39,000 shares issuable upon the exercise of warrants that are exercisable within 60 days of April 15, 2026. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Policies and Procedures for Related Person Transactions
We have adopted a related-party transaction policy that sets forth our procedures for the identification, review, consideration and approval or ratification of related-party transactions. Under French law, a related-party transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we and any related parties are, were or will be participants, which are not (1) in the ordinary course of business, and (2) at arms’ length. In addition, for purposes of compliance with Item 404(a) of Regulation S-K, the policy covers any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which the Company was, is or will be a participant and the amount involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest. Transactions involving compensation for services provided to us as an employee or Director are not covered by this policy. For purposes of this policy, a related party is any executive officer, director (or nominee for Director) or beneficial owner of more than ten percent (10%) of any class of our voting securities, including any entity owned or controlled by such persons. For purposes of Item 404(a) of Regulation S-K, a “related person” includes any beneficial owner of more than five percent (5%) of any class of our voting securities, in addition to any executive officer, director (or nominee for Director) or immediate family member of any such person.
Under the policy, if a transaction has been identified as a related-party transaction, including any transaction that was not a related-party transaction when originally consummated or any transaction that was not initially identified as a related-party transaction prior to consummation, our management must present information regarding the related-party transaction to our Board of Directors for review, consideration and approval. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related parties, the benefits to us of the transaction and whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third-party or to or from employees generally.
Under the policy, we will collect information that we deem reasonably necessary from each Director, executive officer and, to the extent feasible, significant shareholder to enable us to identify any existing or potential related-party transactions and to effectuate the terms of the policy. In addition, under our Code of Business Conduct and Ethics, our employees and Directors have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest.
Transactions concluded under “normal terms and conditions” are those agreed by the Company under the same terms and conditions as those that it habitually applies in its relationships with third parties, such that they do not allow the contracting party to obtain a benefit that a third party would not have obtained.
To determine whether these terms and conditions are “normal”, the terms and conditions under which the agreements concerned are habitually agreed by other companies in the same business sector are also taken into account.
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The normalness of the terms and conditions is primarily assessed by reference to:
| • |
the economic data of the agreement: the price must correspond to a market price or a price generally applied by companies in the same business sector; |
| • |
the notion of “balance of mutual benefits” which takes into consideration all the terms and conditions under which the transaction is concluded (payment deadline, guarantees, etc.); |
| • |
in general, the legal terms and conditions of the agreement which must be balanced and standard for the type of transaction in question. |
If our management believes that the agreement in question is an ordinary agreement entered into under normal terms and conditions, they will bring to the attention of the Audit Committee a report of their review including the essential terms of that agreement and their conclusions, for the latter to judge whether it is advisable to bring it to the immediate attention of the Board of Directors.
The assessment of the criteria is reexamined whenever a previously concluded agreement is amended, renewed, extended, or terminated.
In determining whether to approve, ratify or reject a related-party transaction, our Board of Directors, must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, our best interests, as our Board of Directors determines in the good faith exercise of its discretion.
The Board reviews the related-party transactions as the case may be and at least on an annual basis, in compliance with applicable laws and regulations and its internal procedure.
Related-Party Transactions
We have engaged in the following transactions with our Directors, executive officers and holders of more than five percent (5%) of our outstanding voting securities and their affiliates, which we refer to as our related parties.
Participation in April 2025 PIPE Financing
In April 2025, the Company completed a PIPE financing (the “April 2025 PIPE Financing”) generating initial gross proceeds of $125.5 million, followed by the full exercise of the associated warrants in January 2026 after the announcement of the positive results from the Phase 3 VITESSE trial, which generated an additional $195.2 million in gross proceeds. Following the full exercise of the BSA and the Warrants, no BSA or Warrants remained outstanding. The exercise of the BSA resulted in the issuance of 59,657,507 New Shares.
The Company entered into related-party agreements with its shareholders Bpifrance and Baker Brothers Investments on March 27, 2025, as part of the April 2025 PIPE Financing, due to their participation in the Share Purchase Agreement and Registration Rights Agreement.
These related party-agreements were approved by the June 11, 2025, ordinary general meeting. Bpifrance and Baker Brothers Investments did not vote on the corresponding resolution submitted to the ordinary general meeting, in compliance with the provisions of the French Commercial Code.
The following table sets forth the number of new shares and warrants that two of our holders, who hold more than 5% of our outstanding voting securities and/or are affiliates, purchased under the April 2025 PIPE financing agreement:
| Related Party |
Aggregate Dollar Value of Participation* |
Ordinary Shares / ABSA First Pre- Funded Warrants (First PFW Shares) BS Warrants (Second PFW Shares) Total Potential Shares (assuming full exercise) | ||||
| Entities affiliated with Baker Bros. Advisors LP |
$ | 63,247,651.48 | 75,088,464 | |||
| Bpifrance Participations S.A. |
$ | 8,678,736.58 | 10,303,513 | |||
* Assumes closing price on Euronext on March 27, 2025 was €0.781 and ECB exchange was 1 EUR = $1.0785.
Governance Rights
Pursuant to the Securities Purchase Agreements entered into in connection with the April 2025 PIPE Financing, the Company undertook, subject to settlement of the ABSA and the PFW-BS-PFW, to propose the appointment of Christiana Bardon, M.D., MBA, Managing Partner of MPM BioImpact, as a member of the Board of Directors at the next shareholders’ general meeting of the Company. In addition, Bpifrance Participations S.A. continues to hold board representation through its representative, Ms. Maïlys Ferrère, who serves as a Director of the Company. The representative appointed by Baker Bros. Advisors LP and the representative of Bpifrance Participations S.A. to the Board of Directors did not take part in the vote on the decisions at the meeting of the Board of Directors held on March 27, 2025, relating to the April 2025 PIPE Financing.
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Pursuant to the press release announcing the appointment of Ms. Bardon on March 27, 2025, Ms. Bardon has not opted to accept this appointment and her mandate was not submitted to the June 11, 2025 Annual General Meeting.
Registration Rights
In March 2018, we entered into a registration rights agreement (the “Registration Rights Agreement”), with entities affiliated with Baker Bros. Advisors LP, or Baker Brothers, pursuant to which Baker Brothers is entitled to rights with respect to the registration under the Securities Act of Ordinary Shares and ADSs, including Ordinary Shares or ADSs issuable upon the exercise or conversion of any other securities (whether equity, debt or otherwise) owned or subsequently acquired by Baker Brothers. These rights include demand registration rights and piggyback registration rights. All fees, costs and expenses of underwritten registrations will be borne by us and all selling expenses, including underwriting commissions, will be borne by Baker Brothers. Under the terms of the Registration Rights Agreement, we are required, upon the request of Baker Brothers, to file a registration statement covering, and use our reasonable best efforts to effect, the registration of the Ordinary Shares, including in the form of ADSs, requested to be registered for public resale. In addition, if we register our securities either for our own account or for the account of other security holders under certain circumstances more than six months following the completion of our March 2018 underwritten global offering, Baker Brothers is entitled to include its Ordinary Shares or ADSs in such registration. Subject to certain exceptions, we and the underwriters may limit the number of Ordinary Shares or ADSs included in an underwritten offering conducted pursuant to the terms of the Registration Rights Agreement if the underwriters believe that including such securities would adversely affect the offering. The registration rights granted under the Registration Rights Agreement will terminate ten years after the date of the Registration Rights Agreement.
In connection with the April 2025 PIPE Financing, on March 27, 2025, the Company entered into a registration rights agreement (the “2025 Registration Rights Agreement”) with the investors party to the Securities Purchase Agreements, including Baker Brothers and BPIfinance Participations S.A., pursuant to which the Company agreed to register for resale the New Shares, the ABSA Warrant Shares, the First PFW Shares and the Second PFW Shares (together, the “Registrable Securities”). Under the 2025 Registration Rights Agreement, the Company agreed to file a registration statement covering the resale of the Registrable Securities no later than forty-five (45) days after the closing date of the PIPE financing (the “Filing Deadline”), and to use commercially reasonable efforts to cause such registration statement to be declared effective no later than the seventy-fifth (75th) day after the closing date, or the one hundred twentieth (120th) day if the SEC reviews such registration statement (the “Effectiveness Deadline”). The Company also agreed to use commercially reasonable efforts to keep such registration statement continuously effective until the date the Registrable Securities covered thereby have been sold or may be resold pursuant to Rule 144 without restriction. All reasonable fees and expenses incurred in connection with the registration of the Registrable Securities are to be borne by the Company. The Company has granted the investors customary indemnification rights in connection with the registration statement, and the investors have granted the Company customary indemnification rights in connection therewith.
Agreements with Our Directors and Executive Officers
Employment and Consulting Arrangements
Daniel Tassé. In November 2018, we entered into an executive agreement (as French “mandataire social”) with Mr. Daniel Tassé, our current Chief Executive Officer. He is entitled to an annual base salary and an annual bonus with a target amount of 100% of the base salary, capped at 150%. Mr. Tassé is also eligible to receive equity grants as our Board of Directors may determine and to participate in our bonus plan.
In December 2018, our Board of Directors fixed the performance criteria in the event of termination of Mr. Daniel Tassé’s duties as our Chief Executive Officer. He will benefit from a severance package if all the following objectives are achieved: (i) Viaskin Peanut is approved in a major market; (ii) an EPIT pipeline with three ongoing clinical trials is built; and (iii) six months cash runway is achieved, as defined by the last quarter of spend on the day of severance. Compliance with these performance conditions will be established by our Board of Directors prior to any payment.
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In the event of termination “without cause” or for “good reason,” we will pay an amount equal to the sum of: (i) 18 months of Mr. Tassé’s base salary and (ii) the target bonus at a 100% achievement level.
In case of termination without “cause” or for “good reason” outside of a change of control, the severance benefits will get paid out over a 12-month period. In case of termination without “cause” or for “good reason” in connection with a change in control, those same amounts will be paid in a lump sum.
Virginie Boucinha. In November 2023, we entered into an employment agreement with Ms. Boucinha, our Chief Financial Officer (the “Boucinha Employment Agreement”). Ms. Boucinha is entitled to an annual base salary and an annual bonus with a target amount of 40% of the base salary. Ms. Boucinha is also eligible to receive equity grants as our Board may determine and to participate in our bonus plan. In the event of termination “without cause” or for “good reason,” we will pay an amount equal to the sum of 12 months of Ms. Boucinha’s base salary in equal installments over a 12-month period.
On December 16, 2024, the Company amended the Boucinha Employment Agreement to provide certain enhanced severance benefits upon a Change in Control. The Board approved this amendment in recognition of Ms. Boucinha’s commitment to the Company. Ms. Boucinha will be eligible to receive the following Change in Control Severance Indemnity in the event of her termination not due to termination in the event of Ms. Boucinha’s initiative or due to her gross misconduct or willful misconduct, in either case, within twelve (12) months immediately following, a Change in Control Separation:
| • | an amount equal to 12 months of gross remuneration; |
| • | such Change in Control Severance Indemnity will be paid in addition to any of the following applicable payments, including, legal or conventional statutory severance, outstanding holiday compensation, notice period compensation and any amount paid as annual bonus; and |
| • | such remuneration used to calculate the Change in Control Severance Indemnity shall be Ms. Boucinha’s base salary as of the date of termination. |
The foregoing Change in Control Severance Indemnity is contingent upon Ms. Boucinha keeping the terms of the Boucinha Agreement confidential.
The renewal of these benefits and alignment with the level of severance benefits applicable Mr. Mohideen and Mr. Trapp, subject to French applicable regulations and conventional severance rules, which expired on December 4, 2025, was approved by the Board on February 13,2026, without any expiry date.
Dr. Pharis Mohideen. In July 2019, we entered into an employment agreement with Dr. Mohideen, our Chief Medical Officer. Dr. Mohideen is entitled to an annual base salary and an annual bonus with a target amount of 40% of the base salary, (the “Mohideen Employment Agreement”). Dr. Mohideen is also eligible to receive equity grants as our Board may determine and to participate in our bonus plan. In the event of termination “without cause” or for “good reason,” we will pay an amount equal to the sum of 12 months of Dr. Mohideen’s base salary in equal installments over a 12-month period.
On December 16, 2024, DBV Technologies Inc., a fully owned subsidiary (the “Subsidiary”) of DBV Technologies S.A. entered into an agreement with Pharis Mohideen (the “Mohideen Employment Agreement”) which amends the Mohideen Employment Agreement to provide certain enhanced severance benefits upon a Change in Control, as defined in the Mohideen Agreement. The Board of Directors approved the Mohideen Employment Agreement in recognition of Mr. Mohideen’s commitment to the Subsidiary. The Mohideen Employment Agreement provides certain enhanced severance benefits in case of termination without “cause” or for “good reason” upon a
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change in control of the Company. In particular, upon a termination without Cause or resignation for Good Reason outside of a Change in Control (each as defined in the Mohideen Employment Agreement), Mr. Mohideen is entitled to twelve (12) months of base salary continuation paid in substantially equal installments, plus Company-paid COBRA premiums for up to twelve (12) months following the separation date, in each case subject to the Mr. Mohideen’s execution of a release of claims. In the event such termination occurs within twelve (12) months following a Change in Control, Mr. Mohideen is instead entitled to a lump-sum payment equal to twenty-four (24) months of base salary plus 1x the target Annual Bonus for the year of termination, a cash Equity Bonus equal to the intrinsic value of any unvested Surviving Equity Awards not otherwise accelerated, and Company-paid COBRA premiums for up to twenty-four (24) months, in each case subject to Mr. Mohideen’s execution of a release of claims.
Kevin Trapp. In November 2025, we entered into an employment agreement with Mr. Trapp, our Chief Commercial Officer (the “Trapp Employment Agreement”). Mr. Trapp is entitled to an annual base salary and an annual bonus with a target amount of 40% of the base salary. In the event of termination “without cause” or for “good reason,” we will pay an amount equal to the sum of 12 months of Mr. Trapp’s base salary in equal installments over a 12-month period. In the event of termination “for cause”, no severance benefits will be paid. Mr. Trapp is also eligible to receive equity grants as our Board may determine and to participate in our bonus plan. The Trapp Employment Agreement provides certain enhanced severance benefits in case of termination without “cause” or for “good reason” upon a change in control of the Company. In particular, upon a termination without Cause or resignation for Good Reason outside of a Change in Control (each as defined in the Trapp Employment Agreement), Mr. Trapp is entitled to twelve (12) months of base salary continuation paid in substantially equal installments, plus Company-paid COBRA premiums for up to twelve (12) months following the separation date, in each case subject to the Mr. Trapp’s execution of a release of claims. In the event such termination occurs within twelve (12) months following a Change in Control, Mr. Trapp is instead entitled to a lump-sum payment equal to twenty-four (24) months of base salary plus 1x the target Annual Bonus for the year of termination, a cash Equity Bonus equal to the intrinsic value of any unvested Surviving Equity Awards not otherwise accelerated, and Company-paid COBRA premiums for up to twenty-four (24) months, in each case subject to Mr. Trapp’s execution of a release of claims.
Director and Executive Officer Compensation
See “Executive Compensation” for information regarding compensation of Directors and executive officers.
Equity Awards
See “Executive Compensation” for further information regarding equity awards to Directors and executive officers.
Bonus Plans
All our executive officers are entitled to a bonus ranging between 40% and 150% based on yearly objectives determined by our Board of Directors upon recommendation of our Compensation Committee.
Indemnification Agreements
We intend to enter into indemnification agreements with each of our Directors and executive officers. See “Executive Compensation—Limitations on Liability and Indemnification Matters” above.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Director Independence
See “Directors, Executive Officers and Corporate Governance—Director Independence and Independence Determinations.”
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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The following tables present fees for professional audit services rendered by KPMG S.A. and Deloitte & Associés for the audit of the Company’s annual financial statements for the years ended December 31, 2024, and December 31, 2025, as well as fees billed for other services rendered by KPMG S.A. and Deloitte & Associés during those periods.
The amounts relating to audit fees and services in 2025 have been converted from euros to U.S. dollars at a rate of €1.00 = $1.1299 which represents the average exchange rate for the year ended December 31, 2025, and those relating to audit fees and services in 2024 have been converted from euros to U.S. dollars at a rate of €1.00 = $1.0824, which represents the average exchange rate for the year ended December 31, 2024.
The following table presents aggregate fees billed to the Company for the years ended December 31, 2025, and December 31, 2024, by Deloitte & Associés:
| Fiscal Year Ended December 31, |
||||||||
| (in thousands of dollars) | 2025 | 2024 | ||||||
| Audit Fees |
$ | 535 | $ | 496 | ||||
| Audit-related Fees |
$ | 169 | $ | 226 | ||||
| Tax Fees |
$ | — | — | |||||
| All Other Fees |
$ | — | — | |||||
| Total Fees |
$ | 704 | $ | 722 | ||||
The following table presents aggregate fees billed to the Company for the years ended December 31, 2025 and December 31, 2024 by KPMG S.A.
| Fiscal Year Ended December 31, |
||||||||
| (in thousands of dollars) | 2025 | 2024 | ||||||
| Audit Fees |
$ | 535 | $ | 680 | ||||
| Audit-related Fees |
$ | 171 | $ | 182 | ||||
| Tax Fees |
$ | — | — | |||||
| All Other Fees |
$ | — | — | |||||
| Total Fees |
$ | 706 | $ | 862 | ||||
There were no “Tax Fees” or “All Other Fees” billed or paid during 2025 or 2024.
All fees described above were pre-approved by the Board of Directors, upon recommendation of the Audit Committee.
Audit and Non-Audit Services Policies and Procedures
The Audit Committee has responsibility for issuing recommendations to the Board of Directors (and, where applicable, to the Annual General Meeting) in relation to the appointment and compensation of the work of our statutory auditors. The Audit Committee also has responsibility of overseeing the work of our statutory auditors. In recognition of this responsibility, the Audit Committee has adopted a policy, approved by the Board of Directors on December 3, 2020, applicable since January 1, 2021 governing the pre-approval of all audit and permitted non-audit services performed by our statutory auditors to ensure that the provision of such services does not impair the independent registered public accounting firms’ independence from us and our management. Unless a type of service to be provided by our independent registered public accounting firm has received general pre-approval from the Audit Committee, it requires specific pre-approval by the Audit Committee. The payment for any proposed services in excess of pre-approved cost levels requires specific pre-approval by the Audit Committee.
The Audit Committee has considered the non-audit services provided by KPMG S.A. and Deloitte & Associés as described above and believes that they are compatible with maintaining KPMG S.A. and Deloitte & Associés’ independence as our independent registered public accounting firms.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES
(a) The following documents are filed as part of this report:
1. Financial Statements. The financial statements included in Part II, Item 8 of the 2025 10-K are filed as part of this Amendment.
2. Financial Statement Schedules. All required schedules are omitted because they are not applicable or the required information is shown in the financial statements or the accompanying notes to the financial statements.
3. Exhibits. The exhibits filed as part of this Amendment are listed in Item 15(b).
(b) Exhibits.
The following exhibits are filed as part of this Amendment:
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| 32.1** | Certification by the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Form 10-K | 001-36697 | 32.1 | 3/26/2026 | |||||||||||
| 97.1** | Incentive Compensation Recoupment Policy, approved | Form 10-K | 001-36697 | 97.1 | 03/01/2024 | |||||||||||
| 101.INS | Inline XBRL Instance Document | |||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||||||||
| 104* | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |||||||||||||||
| * | Filed herewith. |
| ** | Previously filed. |
| *** | Previously furnished and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing. |
| † | Indicates a management contract or any compensatory plan, contract or arrangement. |
| # | Confidential treatment has been granted from the Securities and Exchange Commission as to certain portions of this document. |
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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: April 30, 2026 | DBV TECHNOLOGIES S.A. | |||||
| By: | /s/ Daniel Tassé | |||||
| Name: | Daniel Tassé | |||||
| Title: | Chief Executive Officer | |||||
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Exhibit 4.5
DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES
EXCHANGE ACT OF 1934
The following description of the ordinary shares, the American Depositary Shares and the by-laws of DBV Technologies S.A. (“DBV” or the “Company”) is a summary and does not purport to be complete. This summary is subject to, and qualified in its entirety by reference to, the complete text of the Company’s by-laws, which are incorporated by reference as Exhibit 3.1 of the Company’s Annual Report on Form 10-K to which this description is also an exhibit. The Company encourages you to read the Company’s by-laws carefully.
As of December 31, 2025, DBV Technologies S.A. has the following series of securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of Each Class |
Trading Symbol |
Name of Each Exchange on Which Registered | ||
| Ordinary shares, nominal value €0.10 per share* | DBV | The Nasdaq Capital Market LLC | ||
| American Depositary Shares, each representing five ordinary shares, nominal value €0.10 per share | DBVT | The Nasdaq Capital Market LLC | ||
| * | Not for trading, but only in connection with the registration of the American Depositary Shares. |
I. ORDINARY SHARES
General
The Company is a société anonyme organized under the laws of France and registered at the Nanterre Commerce and Companies Register under the number 441 772 522.
As of December 31, 2025, the Company’s outstanding share capital consisted of a total of 235,670,864 issued ordinary shares, fully paid and with a nominal value €0.10 per share. The Company has no preferred shares outstanding.
Under French law, our by-laws set forth only our issued and outstanding share capital as of the date of the by-laws. Our fully diluted share capital represents all issued and outstanding shares, as well as all potential shares which may be issued upon exercise of outstanding employee warrants, employee share options and non-employee warrants, as approved by our shareholders and granted by our board of directors.
Type and class of securities
Form of Shares. The Company’s shares are nominative or bearer, if the legislation so permits, according to the shareholder’s choice.
Holding of Shares. In accordance with French law concerning the “dematerialization” of securities, the ownership rights of shareholders are represented by book entries instead of share certificates. Shares issued are registered in individual accounts opened by the Company or any authorized intermediary, in the name of each shareholder and kept according to the terms and conditions laid down by the legal and regulatory provisions.
Any owner of Company’s shares may elect to have its shares held in registered form and registered in its name in an account currently maintained by Société Générale Securities Services, 32, rue du Champ de Tir, 44300 Nantes, France, and on the Company’s behalf or held in bearer form and recorded in its name in an account maintained by an accredited financial intermediary, such as a French broker, bank or other authorized financial institution. Any shareholder may, at its expense, change from one form of holding to the other. Both methods are operated through Euroclear. In addition, according to French law, shares held by any non-French resident may be held on the shareholder’s behalf in a collective account or in several individual accounts by an intermediary.
When the Company’s shares are held in bearer form by a beneficial owner who is not a resident of France, Euroclear may agree to issue, upon the Company’s request, a bearer depository receipt with respect to such shares for use only outside France. In this case, the name of the holder is deleted from the accredited financial intermediary’s books. Title to the shares represented by a bearer depository receipt will pass upon delivery of the relevant receipt outside France.
In accordance with applicable laws, we may request the information referred to in Article L.228-2 of the French Commercial Code at any time from the central depository responsible for holding the Company’s shares. Thus, the Company is at any time entitled to request the name and year of birth or, in the case of a legal entity, the name and the year of incorporation, nationality and address of the holders of our shares or other securities granting immediate or future voting rights, held in bearer form, and the number of shares or other securities so held and, if applicable, the restrictions relating to such securities. Furthermore, under French law, any intermediary who acts on behalf of one or more persons who are not domiciled in France must declare that it is acting as an intermediary. The Company may also request the identity of the shareholders on whose behalf it is acting. Consequently, the owner of shares recorded in a collective account or in several individual accounts by an intermediary will be represented in the shareholders’ meetings by this intermediary.
Ownership of Shares by Non-French Persons. Neither French law nor the Company’s by-laws limit the right of non-residents of France or non-French persons to own or, where applicable, to vote the Company’s securities.
However, under French law, certain investments in any entity incorporated in France or governed by French law by certain individuals or entities not French, not resident in France or controlled by entities not French or resident in France are subject to (i) prior authorization of the Minister of the Economy and/or (ii) filing with the Banque de France; see the section of this exhibit titled “Ownership of ADSs or Shares by Non-French Residents”.
Assignment and Transfer of Shares. Shares are freely negotiable, subject to applicable legal and regulatory provisions. French law notably provides for standstill obligations and prohibition of insider trading.
Memorandum and articles of association
The description below reflects the terms of our by-laws, and summarizes the material rights of holders of our ordinary shares under French law. Please note that this is only a summary and is not intended to be exhaustive. For further information, please refer to the full version of our by-laws.
Corporate Purpose (Article 4 of the by-laws)
The Company’s corporate purpose in France and abroad includes:
| • | the development of any innovative medical product, and in particular any drugs or diagnostic, or treatment products; |
| • | the study, research, development, industrial manufacture, and marketing of said products; and |
| • | the use and the development of any patents or any licenses relating to these products, and generally speaking any commercial, investment or real estate, financial or other transactions that are, directly or indirectly related to the corporate purpose, in whole or in part, or any other similar or related purpose, and that may promote the operation and commercial development of the Company. |
Directors
Directors’ Designation. Directors are designated at a shareholders’ ordinary general meeting, by a simple majority vote of the shareholders present and voting at the meeting in person or by proxy, for a period of three years that expires at the end of the shareholders’ general meeting convened to approve the financial statements for the past fiscal year and held in the year during which the respective director’s term expires.
Vacancies on the Board of Directors. Under French law, vacancies on the board of directors resulting from death or a resignation, provided that at least three directors remain in office, may be filled by a majority of the remaining directors pending ratification by the shareholders at the next shareholders’ meeting.
Quorum and Voting (Article 11 of the by-laws). The board of directors can only deliberate if at least half of the directors attend the meeting in the manners provided for in the Company’s by-laws. French law and the rules of procedure of the board allow directors to attend meetings of the board of directors in person or, to the extent permitted by applicable law, by videoconference or other telecommunications arrangements. Decisions of the board of directors are taken by the majority of the voting rights held by the directors present or represented.
Written consultations. The board of directors may also make certain decisions within its remit by virtue of a written consultation, in accordance with the laws and regulations. In the event of a written consultation, the Chairman of the board of directors must send, by any means, including electronically, to each director the text of the proposed decisions as well as any documents required for information purposes. Any director may object to the use of written consultation for the adoption of a decision, by informing the Chairman by e-mail within two working days of the date of dispatch of the draft decisions. Directors have a period of five calendar days from the date on which the draft decisions are sent to cast their vote in writing, responses are sent by e-mail to the attention of the Chairman of the board of directors. The board of directors may only validly deliberate on a written consultation if at least half of its members have replied within the time limit indicated above and the decisions are taken by a majority of the votes. Minutes of written consultations shall be drawn up and signed by the Chairman; they must then be sent along with each director’s response to the Company and retained in the same way as the minutes of board meetings.
Directors’ Voting Powers on Proposal, Arrangement or Contract in which any Director Is Materially Interested. Under French law, any agreement entered into (directly or through an intermediary) between the Company and any director that is not entered into (1) in the ordinary course of the Company’s business and (2) upon standard market terms is subject to the prior authorization of the board of directors (it being specified that the interested director cannot vote on such decision). The same provision applies to agreements between the Company and another company if one of the Company’s directors is the owner or a general partner, manager, director, general manager or member of the executive or supervisory board of the other company, as well as to agreements in which one of the Company’s directors has an indirect interest.
Directors’ Compensation. The aggregate amount of the compensation (rémunération de l’activité) of the board of directors is determined at the shareholders’ annual ordinary general meeting, on the basis of a submission of the board of directors of proposed compensation for the board of directors, following the recommendation of the compensation committee (comité des rémunérations) which is comprised of four directors, of which at least two are independent, to the board of directors. The board of directors then divides this aggregate amount among some or all of its members by a simple majority vote, on the basis of a proposal of the compensation committee.
In addition, the board of directors may grant exceptional compensation (rémunérations exceptionnelles) to individual directors on a case-by-case basis for special and temporary assignments. The board of directors may also authorize the reimbursement of reasonable travel and accommodation expenses, as well as other expenses incurred by directors in the corporate interest.
Board of Directors’ Borrowing Powers. There are currently no limits imposed on the amounts of loans or borrowings that the board of directors may approve.
Directors’ Age Limits (Article 10 of the by-laws). The number of directors who are more than 80 years old may not exceed one-third of the directors in office.
Shareholder rights
Rights, Preferences and Restrictions Attaching to Ordinary Shares
Dividends (Article 37 of the by-laws). The Company may only distribute dividends out of its “distributable profits,” plus any amounts held in the Company’s reserves that the shareholders decide to make available for distribution, other than those reserves that are specifically required by law.
“Distributable Profits” consist of the Company’s unconsolidated net profit in each fiscal year, as increased or reduced by any profit or loss carried forward from prior years, less any contributions to the reserve accounts pursuant to French law (see below).
Legal Reserve. Pursuant to French law, the Company must allocate at least 5% of its unconsolidated net profit for each year to its legal reserve fund before dividends may be paid with respect to that year. Funds must be allocated until the amount in the legal reserve is equal to 10% of the aggregate par value of the issued and outstanding share capital. This restriction on the payment of dividends also applies to the Company’s French subsidiary on an unconsolidated basis.
Approval of Dividends. Pursuant to French law, the Company’s board of directors may propose a dividend for approval by the shareholders at the annual ordinary general meeting.
Upon recommendation of the Company’s board of directors, the Company’s shareholders may decide to allocate all or part of any distributable profits to special or general reserves, to carry them forward to the next fiscal year as retained earnings or to allocate them to the shareholders as dividends. However, dividends may not be distributed when the Company’s net assets are or would become as a result of such distribution lower than the amount of the share capital plus the amount of the legal reserves which, under French law, may not be distributed to shareholders.
The Company’s board of directors may distribute interim dividends after the end of the fiscal year but before the approval of the financial statements for the relevant fiscal year when the interim balance sheet, established during such year and certified by an auditor, reflects that the Company has earned distributable profits since the close of the last financial year, after recognizing the necessary depreciation and provisions and after deducting prior losses, if any, and the sums to be allocated to reserves, as required by law or the by-laws, and including any retained earnings. The amount of such interim dividends may not exceed the amount of the profit so defined.
Distribution of Dividends. Dividends are distributed to shareholders pro rata according to their respective holdings of shares. In the case of interim dividends, distributions are made to shareholders on the date set by the Company’s board of directors during the meeting in which the distribution of interim dividends is approved. The actual dividend payment date is decided by the shareholders at an ordinary general shareholders’ meeting or by the Company’s board of directors in the absence of such a decision by the shareholders. Shareholders that own shares on the actual payment date are entitled to the dividend.
Dividends may be paid in cash or, if the shareholders’ meeting so decides, in kind, provided that all shareholders receive a whole number of assets of the same nature paid in lieu of cash.
Timing of Payment. Pursuant to French law, dividends must be paid within a maximum of nine months after the close of the relevant fiscal year, unless extended by court order. Dividends not claimed within five years after the payment date shall be deemed to expire and revert to the French State.
Voting Rights (Article 23 of the by-laws). Each share shall entitle its holder to vote and be represented in the shareholders’ meetings in accordance with the provisions of French law and of the Company’s by-laws. Ownership of one share implies, ipso jure, adherence to the Company’s by-laws and the decisions of the shareholders’ meeting.
In general, each shareholder is entitled to one vote per share at any general shareholders’ meeting. As of April 2016, double voting rights are automatically granted to shares registered under a shareholder’s name for at least two years, unless the by-laws are modified in order to provide otherwise. The Company’s by-laws (Article 23 of the by-laws) prohibit the use of double voting rights following the modification of the provisions of Article L. 225-123 of the French Commercial Code. As a consequence, each shareholder is entitled to one vote per share at any general shareholders’ meeting.
Under French law, treasury shares or shares held by entities controlled by the Company are not entitled to voting rights and do not count for quorum purposes.
Rights to Share in the Company’s Profit. Each ordinary share entitles its holder to a portion of the corporate profits and assets proportional to the amount of share capital represented thereby.
Rights to Share in the Surplus in the Event of Liquidation (Article 38 of the by-laws). If the Company is liquidated, any assets remaining after payment of the debts, liquidation expenses and all of the remaining obligations will first be used to repay in full the par value of the Company’s shares. Any surplus will be distributed among shareholders in proportion to the number of shares respectively held by them, taking into account, where applicable, of the rights attached to shares of different classes.
Repurchase and Redemption of Shares. Under French law, the Company may acquire its own shares for the following purposes only in accordance with the safe harbor exemptions provided by Regulation (EU) 596/2014 of April 16, 2014, as amended, or MAR:
| • | to decrease the Company’s share capital, provided that such a decision is not driven by losses and that a purchase offer is made to all shareholders on a pro rata basis, with the approval of the shareholders at an extraordinary general meeting; in this case, the shares repurchased must be cancelled within one month from the expiry of the purchase offer; |
| • | to meet obligations arising from debt securities that are exchangeable into equity instruments; |
| • | to provide shares for distribution to employees or managers under a profit-sharing, free share or share option plan; in this case the shares repurchased must be distributed within 12 months from their repurchase failing which they must be cancelled; or |
| • | under a buy-back program to be authorized by the shareholders in accordance with the provisions of Article L. 22-10-62 of the French Commercial Code and in accordance with MAR, Commission Delegated Regulation (EU) 2016/1052 of March 8, 2016, and the general regulations of, and market practices accepted by the AMF. |
All other purposes, and especially share buy-backs made for external growth operations in pursuance of Article L. 22-10-62 of the French Commercial Code, while not forbidden, must be pursued in strict compliance with market manipulation and insider dealing rules.
Under MAR and in accordance with the general regulations (règlement général) of the AMF, a corporation shall report to the competent authority of the most relevant market in items of liquidity, no later than by the end of the seventh daily market session following the date of the execution of the transaction, all the transactions relating to the buy-back program, in a detailed form and in an aggregated form. The receiving competent authority shall, upon request, forward the information to the competent authorities of the trading venue on which the shares have been admitted to trading and are traded.
No such repurchase of shares may result in the Company holding, directly or through a person acting on the Company’s behalf, more than 10% of its issued share capital. Shares repurchased by the Company continue to be deemed “issued” under French law but are not entitled to dividends or voting rights so long as the Company holds them directly or indirectly, and the Company may not exercise the preemptive rights attached to them.
Sinking Fund Provisions. The Company’s by-laws do not provide for any sinking fund provisions.
Liability to Further Capital Calls. Shareholders are liable for corporate liabilities only up to the par value of the shares they hold; they are not liable to further capital calls.
Requirements for Holdings Exceeding Certain Percentages. None except as described under the section of this exhibit titled “—Form, Holding and Transfer of Shares—Ownership of Shares by Non-French Persons.”
Actions Necessary to Modify Shareholders’ Rights
Shareholders’ rights may be modified as allowed by French law. Only the extraordinary shareholders’ meeting is authorized to amend any and all provisions of the Company’s by-laws. It may not, however, increase shareholder commitments without the prior approval of each shareholder.
Special Voting Rights of Warrant Holders
Under French law, the holders of warrants of the same class (i.e., warrants that were issued at the same time and with the same rights), including founders’ warrants, are entitled to vote as a separate class at a general meeting of that class of warrant holders under certain circumstances, principally in connection with any proposed modification of the terms and conditions of the class of warrants or any proposed issuance of preferred shares or any modification of the rights of any outstanding class or series of preferred shares.
Rules for Admission to and Calling Annual Shareholders’ Meetings and Extraordinary Shareholders’ Meetings
Access to, Participation in and Voting Rights at Shareholders’ Meetings (Articles 20 & 21 of the by-laws). Shareholders’ meetings are composed of all shareholders. Each shareholder has the right to attend the meetings and participate in the discussions (1) personally, or (2) by granting proxy to any individual or legal entity of his choosing; or (3) by sending a proxy to the Company without indication of the mandate, or (4) by voting by correspondence, or (5) by videoconference or another means of telecommunication in accordance with applicable laws that allow identification. The board of directors organizes, in accordance with legal and regulatory requirements, the participation and vote of these shareholders at the meeting, assuring, in particular, the effectiveness of the means of identification.
Participation in shareholders’ general meetings, in any form whatsoever, is subject to registration or registration of shares under the conditions and time limits provided for in applicable laws.
The final date for returning voting ballots by correspondence is set by the board of directors and disclosed in the notice of meeting published in the French Journal of Mandatory Statutory Notices (Bulletin des Annonces Légales Obligatoires, or BALO). This date cannot be earlier than three days prior to the meeting.
The shareholder having voted by correspondence will no longer be able to participate directly in the meeting or to be represented. In the case of returning the proxy form and the voting by correspondence form, the proxy form is taken into account, subject to the votes cast in the voting by correspondence form.
Any shareholder may be represented at meetings by any individual or legal entity of his choosing, by means of a proxy form which is addressed to him by the Company (1) at his request, addressed to the Company by any means. This request must be received at the registered office at least five days before the date of the meeting; or (2) at the Company’s initiative.
The proxy is only valid for a single meeting or for successive meetings convened with the same agenda. It can also be granted for two meetings, one ordinary, the other extraordinary, held on the same day or within a period of fifteen days.
Any shareholder may vote by correspondence by means of a voting form, which is sent by the Company (1) upon request, addressed in writing (this request must be received at the registered office at least six days before the date of the meeting); or (2) at the Company’s initiative; or (3) in appendix to a proxy voting form under the conditions provided for by current laws and requirements. In any case this voting form is available on the Company’s website at least 21 days before the date of the meeting.
The voting by correspondence form addressed by a shareholder is only valid for a single meeting or for successive meetings convened with the same agenda.
To better understand the voting rights of the ADSs, you should carefully read the section in this exhibit titled “Description of American Depositary Shares—Voting Rights.”
Notice of Annual Shareholders’ Meetings. Shareholders’ meetings are convened by the Company’s board of directors or, failing that, by the statutory auditors, or by a court appointed agent or liquidator in certain circumstances. Meetings are held at the Company’s registered offices or at any other location indicated in the convening notice. A convening notice is published in the BALO at least 35 days prior to a meeting, as well as on the Company’s website at least 21 days prior to the meeting. In addition to the particulars related to the Company, it indicates, notably, the meeting’s agenda and the draft resolutions that will be presented. The requests for recording of issues or draft resolutions on the agenda must be addressed to the Company under the conditions provided for in the current legislation.
Subject to special legal provisions, the meeting notice is sent out at least fifteen days prior to the date of the meeting, by means of a notice inserted both in a legal announcement bulletin of the registered office department and in the BALO. Further, the holders of registered shares for at least a month at the time of the latest of the insertions of the notice of meeting shall be summoned individually, by regular letter (or by registered letter if they request it and include an advance of expenses) sent to their last known address. This notice may also be transmitted by electronic means of telecommunication, in lieu of any such mailing, to any shareholder requesting it beforehand by registered letter with acknowledgment of receipt in accordance with legal and regulatory requirements, specifying his e-mail address. The latter may at any time expressly request by registered letter to the Company with acknowledgment of receipt that the aforementioned means of telecommunication should be replaced in the future by a mailing. The Decree No. 2026-94 of 13 February 2026 on the modernization of communication methods with shareholders of certain commercial companies now allows notices of meeting and the prior documentation for general meetings of shareholders of companies listed on a regulated market to be sent electronically to shareholders whose shares are held in registered form. This new rule regarding the notice of meeting and the sending to registered shareholders of the information to be provided prior to the general meeting applies only to general meetings convened as from 1 July 2026. However, for a period of two years from the date of entry into force of the decree, any shareholder already registered in the company’s books on that date may request, by postal mail with acknowledgement of receipt sent to the company no later than 90 days prior to the publication date of the meeting notice, that the prior communications relating to the general meeting be sent by postal mail. This request will apply to all subsequent meetings.
The convening notice must also indicate the conditions under which the shareholders may vote by correspondence and the places and conditions in which they can obtain voting forms by mail.
The convening notice may be addressed, where appropriate, with a proxy form and a voting by correspondence form, under the conditions specified in the Company’s by-laws, or with a voting by correspondence form alone, under the conditions specified in the Company’s by-laws. When the shareholders’ meeting cannot deliberate due to the lack of the required quorum, the second meeting must be called at least ten days in advance in the same manner as used for the first notice.
Agenda and Conduct of Annual Shareholders’ Meetings. The agenda of the shareholders’ meeting shall appear in the notice to convene the meeting and is set by the author of the notice. The shareholders’ meeting may only deliberate on the items on the agenda except for the removal of directors and the appointment of their successors which may be put to vote by any shareholder during any shareholders’ meeting. One or more shareholders representing a percentage of share capital required by French law (currently at 5%), and acting in accordance with legal requirements and within applicable time limits, may request the inclusion of items or proposed resolutions on the agenda.
Shareholders’ meetings shall be chaired by the Chairman of the board of directors or, in his or her absence, the meeting itself shall elect a Chairman. Vote counting shall be performed by the two members of the meeting who are present and accept such duties, who represent, either on their own behalf or as proxies, the greatest number of votes.
Ordinary Shareholders’ Meeting. Ordinary shareholders’ meetings are those meetings called to make any and all decisions that do not amend the Company’s by-laws. An ordinary meeting shall be convened at least once a year within six months of the end of each fiscal year in order to approve the annual and consolidated accounts for the relevant fiscal year or, in case of postponement, within the period established by court order. Upon first notice, the meeting may validly deliberate only if the shareholders present or represented by proxy or voting by mail represent at least one-fifth of the shares entitled to vote. Upon second notice, no quorum is required. Decisions are made by a majority of the votes cast by the shareholders present or represented (by proxy or by mail). The votes cast do not include those attached to shares for which the shareholder did not participate in the vote, abstained, voted blank or for which the vote is otherwise void.
Extraordinary Shareholders’ Meeting. Only an extraordinary shareholders’ meeting is authorized to amend the Company’s by-laws. It may not, however, increase shareholder commitments without the approval of each shareholder. Subject to the legal provisions governing share capital increases from reserves, profits or share premiums, the resolutions of the extraordinary meeting shall be valid only if the shareholders present, represented by proxy or voting by mail represent at least one-fourth of all shares entitled to vote upon first notice, or one-fifth upon second notice. If the latter quorum is not reached, the second meeting may be postponed to a date no later than two months after the date for which it was initially called.
For extraordinary shareholders’ meetings, decisions are made by a two-thirds majority of the votes cast by the shareholders present or represented (by proxy or by mail). The votes cast do not include those attached to shares for which the shareholder did not participate in the vote, abstained, voted blank or for which the vote is otherwise void.
Changes to shareholder rights
The by-laws of the Company can be amended only upon decision of the extraordinary shareholders’ meeting.
Increasing the shareholders’ commitments (engagements) requires the unanimous approval of all shareholders.
Limitations
Ownership of ADSs or Shares by Non-French Residents
Neither the French Commercial Code nor the Company’s by-laws presently impose any restrictions on the right of non-French residents or non-French shareholders to own and vote shares.
However, any investment:
(i) by (a) any non-French citizen, (b) any French citizen not residing in France, (c) any non-French entity or (d) any French entity controlled by one of the aforementioned persons or entities;
(ii) that will result in the relevant investor (a) acquiring control of an entity registered in France, (b) acquiring all or part of a business line of an entity registered in France, or (c) for non-EU or non-EEA investors crossing, directly or indirectly, alone or in concert, a 25% threshold of voting rights in an entity registered in France; and
(iii) developing activities in certain strategic industries related to (a) activity likely to prejudice national defense interests, participating in the exercise of official authority or are likely to prejudice public policy and public security (including weapons, double-use items, IT systems, cryptology, date capturing devices, gambling, toxic agents or storage of data), (b) activities relating to essential infrastructure, goods or services (including energy, water, transportation, space, telecom, public health, farm products, media, and critical raw materials), and (c) research and development activity related to critical technologies (including cybersecurity, artificial intelligence, robotics, additive manufacturing, semiconductors, quantum technologies, energy storage, biotechnologies, low carbon energy or photonics) or dual-use items, is subject to the prior authorization of the French Ministry of Economy, which authorization may be conditioned on certain undertakings.
The Decree (décret) n° 2023-1293 of December 28, 2023 made permanent the temporary regime under Decree (décret) n° 2020-892 dated July 22, 2020, as amended on December 28, 2020 by the Decree (décret) n° 2020-1729, on December 22, 2021 by the Decree (décret) n° 2021-1758, and on December 23, 2022 by the Decree (décret) n° 2022-1622, creating a new 10% threshold of the voting rights for the non-European investments made (i) in an entity with its registered office in France and (ii) whose shares are admitted to trading on a French-, EU- or EEA-regulated market, in addition to the 25% above-mentioned threshold. A fast-track procedure shall apply for any non-European investor exceeding this 10% threshold who will have to notify the Minister of Economy who will then have 10 days to decide whether or not the transaction should be subject to further examination.
If an investment requiring the prior authorization of the French Minister of Economy is completed without such authorization having been granted, the relevant investment shall be deemed null and void and the French Minister of Economy further might direct the relevant investor to nonetheless (i) submit a request for authorization, (ii) have the previous situation restored at its own expense or (iii) amend the investment. The relevant investor further may be found criminally liable and may be sanctioned with a fine not to exceed the greater of the following amounts: (i) twice the amount of the relevant investment, (ii) 10% of the annual turnover before tax of the target company or (iii) €5 million (for a company) or €1 million (for a natural person).
Further, (a) any non-French citizen, (b) any French citizen not residing in France, (c) any non-French entity or (d) any French entity controlled by one of the aforementioned persons or entities may have to file a declaration for statistical purposes with the Bank of France (Banque de France) within twenty (20) working days following the settlement date of certain direct foreign investments in us, including any purchase of our ADSs. In particular, such filings are required in connection with investments exceeding €15,000,000 that lead to the acquisition of at least 10% of our Company’s share capital or voting rights or cross such 10% threshold. Violation of this filing requirement may be sanctioned by five years of imprisonment and a fine of up to twice the amount of the relevant investment. This amount may be increased fivefold if the violation is made by a legal entity.
Foreign Exchange Controls
Under current French foreign exchange control regulations there are no limitations on the amount of cash payments that the Company may remit to residents of foreign countries. Laws and regulations concerning foreign exchange controls do, however, require that all payments or transfers of funds made by a French resident to a non-resident such as dividend payments be handled by an accredited intermediary. All registered banks and substantially all credit institutions in France are accredited intermediaries.
Availability of Preferential Subscription Rights
In accordance with French law, the Company’s shareholders have preferential subscription rights to subscribe for new shares or other securities giving rights to acquire additional shares on a pro rata basis, as described elsewhere in this exhibit. Holders of the Company’s securities in the U.S. (which may be in the form of shares or ADSs) may not be able to exercise preferential subscription rights for their securities unless a registration statement under the Securities Act is effective with respect to such rights or an exemption from the registration requirements imposed by the Securities Act is available. The Company may, from time to time, issue new shares or other securities giving rights to acquire additional shares (such as warrants) at a time when no registration statement is in effect and no Securities Act exemption is available. If so, holders of the Company’s securities in the U.S. will be unable to exercise any preferential subscription rights and their interests will be diluted. The Company is under no obligation to file any registration statement in connection with any issuance of new shares or other securities. The Company intends to evaluate at the time of any rights offering the costs and potential liabilities associated with registering the rights, as well as the indirect benefits to the Company of enabling the exercise by holders of shares and holders of ADSs in the U.S. of the subscription rights, and any other factors the Company considers appropriate at the time, and then to make a decision as to whether to register the rights. The Company cannot assure that it will file a registration statement.
For holders of the Company’s ordinary shares in the form of ADSs, the depositary may make these rights or other distributions available to ADS holders. If the depositary does not make the rights available to ADS holders and determines that it is impractical to sell the rights, it may allow these rights to lapse. In that case the holders will receive no value for them.
Change in control
Provisions Having the Effect of Delaying, Deferring or Preventing a Change in Control of the Company
Provisions contained in the Company’s by-laws and the corporate laws of France, the country in which the Company is incorporated, could make it more difficult for a third-party to acquire the Company, even if doing so might be beneficial to the Company’s shareholders. These provisions include the following:
| • | a merger (i.e., in a French law context, a stock for stock exchange following which the Company’s company would be dissolved into the acquiring entity and the Company’s shareholders would become shareholders of the acquiring entity) of the Company’s company into a company incorporated in the European Union would require the approval of the Company’s board of directors as well as a two-thirds majority of the votes cast by the shareholders present, represented by proxy or voting by mail at the relevant meeting (unless the merger will result in an increase of the shareholders’ commitments, in which case the approval of each shareholder is required); |
| • | a merger of the Company’s company into a company incorporated outside of the European Union would require 100% of the Company’s shareholders to approve it; |
| • | under French law, a cash merger is treated as a share purchase and would require the consent of each participating shareholder; |
| • | the Company’s shareholders have granted and may grant in the future the Company’s board of directors broad authorizations to increase the Company’s share capital or to issue additional ordinary shares or other securities (for example, warrants) to the Company’s shareholders, the public or qualified investors, including as a possible defense following the launching of a tender offer for the Company’s shares; |
| • | the Company’s shareholders have preferential subscription rights on a pro rata basis on the issuance by the Company of any additional securities for cash or a set-off of cash debts, which rights may only be waived by the extraordinary general meeting (by a two-thirds majority vote) of the Company’s shareholders or on an individual basis by each shareholder; |
| • | the Company’s board of directors has the right to appoint new directors to fill a vacancy created by the resignation or death of a director, subject to the approval by the shareholders of such appointment at the next shareholders’ meeting, which prevents shareholders from having the sole right to fill vacancies on the Company’s board of directors; |
| • | the Company’s board of directors can only be convened by its chairman or, when no board meeting has been held for more than two consecutive months, by directors representing at least one fourth of the total number of directors; |
| • | the Company’s board of directors meetings can only be regularly held if at least half of the directors attend either physically or by way of videoconference or teleconference enabling the directors’ identification and ensuring their effective participation in the board’s decisions; |
| • | the shares are nominative or bearer, if the legislation so permits, according to the shareholder’s choice. Shares issued are registered in individual accounts opened by the Company or any authorized intermediary, in the name of each shareholder and kept according to the terms and conditions laid down by the legal and regulatory provisions; |
| • | under French law, (a) a non-French citizen, (b) any French citizen not residing in France, (c) any non-French entity or (d) any French entity controlled by one of the aforementioned persons or entities may have to file a declaration for statistical purposes with the Banque de France within twenty (20) working days following the settlement date of certain direct foreign investment in us, including any purchase of our ADSs. In particular, such filings are required in connection with investments exceeding €15,000,000 that lead to the acquisition of at least 10% of our share capital or voting rights or cross such 10% threshold; see the section of this exhibit titled “Ownership of ADSs or Shares by Non-French Residents”; |
| • | under French law, certain investments in any entity incorporated in France or governed by French law developing activities in certain strategic industries and activities (such as research and development in biotechnologies and activities relating to public health) by individuals or entities not French, not resident in France or controlled by entities not French or not resident in France are subject to prior authorization of the Minister of Economy; see the section of this exhibit titled “Ownership of ADSs or Shares by Non-French Residents”; |
| • | approval of at least a majority of the votes held by shareholders present, represented by a proxy, or voting by mail at the relevant ordinary shareholders’ general meeting is required to remove directors with or without cause; |
| • | advance notice is required for nominations to the board of directors or for proposing matters to be acted upon at a shareholders’ meeting, except that a vote to remove and replace a director can be proposed at any shareholders’ meeting without notice; |
| • | the by-laws can be changed in accordance with applicable laws; |
| • | the crossing of certain thresholds has to be disclosed and can impose certain obligations; see the section of this exhibit below titled “Limitations Affecting Shareholders of a French Company—Declaration of Crossing of Ownership Thresholds”; |
| • | transfers of shares shall comply with applicable insider trading rules and in particular with MAR; and |
| • | pursuant to French law, the sections of the by-laws relating to the number of directors and election and removal of a director from office may only be modified by a resolution adopted by at least a two-thirds majority vote of the Company’s shareholders present, represented by a proxy or voting by mail at the meeting. |
Disclosure of shareholdings
Declaration of Crossing of Ownership Thresholds
Set forth below is a summary of certain provisions of our by-laws and of the French Commercial Code applicable to us. This summary is not intended to be a complete description of applicable rules under French law.
Any individual or legal entity referred to in Articles L.233-7, L.233-9 and L.223-10 of the French Commercial Code coming to directly or indirectly own, alone or in concert, a number of shares representing more than 5%, 10%, 15%, 20%, 25%, 30%, 33 1/3%, 50%, 66 2/3%, 90% or 95% of our outstanding share capital or voting rights or that increases or decreases its shareholding or voting rights above or below any of those percentage thresholds, must notify the Company and the AMF, within four trading days of the date on which such threshold was crossed. Further, any shareholder, alone or acting in concert, crossing the 10%, 15%, 20% or 25% threshold shall file a declaration pursuant to which it shall expose its intention over the following 6 months, including notably whether it intends to continue acquiring shares of the Company, it intends to acquire control over the Company, its intended strategy for the Company.
The Company’s by-laws provide that any individual or legal entity, acting alone or in concert, who comes to directly or indirectly, hold a number of shares representing a percentage of the Company’s share capital or voting rights higher than or equal to 2.5% or a multiple of this percentage must inform the Company of the total number of shares, voting rights and securities giving access to the capital or voting rights that it owns immediately or over time, by registered letter with request for acknowledgment of receipt addressed to the registered office within a period of four trading days from the crossing of the said holding thresholds. This obligation also applies under the same conditions when crossing each of the above-mentioned thresholds in a downward direction.
In the event of failure to declare, shares or voting rights exceeding the fraction that should have been declared are deprived of voting rights at general meetings of shareholders for any meeting that would be held until the expiry of a period of two years from the date of regularization of the notification in accordance with Article L. 233-14 of the Commercial Code, if the failure to declare has been determined and one or several shareholders holding at least 2.5% of the capital make the request recorded in the minutes of the general meeting.
The Company is required to publish the total number of voting rights and shares composing the share capital (if such numbers vary from the numbers previously published) on a monthly basis. The AMF makes this information public. We are subject to AMF regulations regarding public tender offers.
Further, and subject to certain exemptions, any shareholder crossing, alone or acting in concert, the 30% threshold shall file a mandatory public tender offer. Also, any shareholder holding directly or indirectly a number between 30% and 50% of the capital or voting rights and who, in less than twelve consecutive months, increases his/her/its holding of capital or voting rights by at least 1% of the company’s capital or voting rights, shall file a mandatory public tender offer.
Differences in the law
Differences in Corporate Law
The laws applicable to French sociétés anonymes differ from laws applicable to U.S. corporations and their shareholders. Set forth below is a summary of certain differences between the provisions of the French Commercial Code applicable to us and the Delaware General Corporation Law relating to shareholders’ rights and protections. This summary is not intended to be a complete discussion of the respective rights and it is qualified in its entirety by reference to Delaware law and French law.
| France |
Delaware | |||
| Number of Directors | Under French law, a société anonyme must have at least three (3) and may have up to eighteen (18) directors. The number of directors is fixed by or in the manner provided in the by-laws. The number of directors of each gender may not be less than 40%. In case a board of directors comprises up to eight members, the difference between the number of directors of each gender may not exceed two. Any appointment made in violation of this limit that is not remedied within six months of this appointment will be null and void and payment of directors’ compensation will be suspended. | Under Delaware law, a corporation must have at least one director and the number of directors shall be fixed by or in the manner provided in the by-laws. | ||
| Director Qualifications | Under French law, a corporation may prescribe qualifications for directors under its by-laws. In addition, under French law, members of a board of directors of a corporation may be legal entities, and such legal entities may designate an individual to represent them and to act on their behalf at meetings of the board of directors. | Under Delaware law, a corporation may prescribe qualifications for directors under its certificate of incorporation or by-laws. Only individuals may be members of a corporation’s board of directors. | ||
| Removal of Directors | Under French law, directors may be removed from office, with or without cause, at any shareholders’ meeting without notice or justification, by a simple majority vote of the shareholders present and voting at the meeting in person or by proxy. | Under Delaware law, unless otherwise provided in the certificate of incorporation, directors may be removed from office, with or without cause, by a majority stockholder vote, though in the case of a corporation whose board is classified, stockholders may effect such removal only for cause. | ||
| Vacancies on the Board of Directors | Under French law, vacancies on the board of directors resulting from death or a resignation, provided that at least three (3) directors remain in office, may be filled by a majority of the remaining directors pending ratification by the shareholders at the next shareholders’ meeting. | Under Delaware law, vacancies on a corporation’s board of directors, including those caused by newly created directorships, may be filled by a majority of the remaining directors (even though less than a quorum). | ||
| Annual General Meeting | Under French law, the annual general meeting of shareholders shall be held at such place, on such date and at such time as decided each year by the board of directors and notified to the shareholders in the convening notice of the annual meeting, within six months after the close of the relevant fiscal year unless such period is extended by court order. | Under Delaware law, the annual meeting of stockholders shall be held at such place, on such date and at such time as may be designated from time to time by the board of directors or as provided in the certificate of incorporation or by the by-laws. | ||
| France |
Delaware | |||
| General or Special Meetings | Under French law, general meetings of the shareholders may be called by the board of directors or, failing that, by the statutory auditors, or by a court appointed agent or liquidator in certain circumstances, or by the majority shareholder in capital or voting rights following a public tender offer or exchange offer or the transfer of a controlling block on the date decided by the board of directors or the relevant person. | Under Delaware law, special meetings of the stockholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the by-laws. | ||
| Notice of General Meetings | A convening notice (avis de reunion) is published in the BALO at least thirty-five (35) days prior to a meeting and made available on the website of the company at least twenty-one (21) days prior to the meeting. Subject to special legal provisions, the meeting notice is sent out at least fifteen (15) days prior to the date of the meeting, by means of a notice inserted both in a legal announcement bulletin of the registered office department and in the BALO. Further, the holders of registered shares (actions nominatives) for at least a month at the time of the latest of the insertions of the notice of meeting shall be summoned individually, by regular letter (or by registered letter if they request it and include an advance of expenses) sent to their last known address. This notice may also be transmitted by electronic means of telecommunication, in lieu of any such mailing, to any shareholder requesting it beforehand by registered letter with acknowledgment of receipt in accordance with legal and regulatory requirements, specifying his e-mail address. The Decree No. 2026-94 of 13 February 2026 on the modernization of communication methods with shareholders of certain commercial companies now allows notices of meeting and the prior documentation for general meetings of shareholders of companies listed on a regulated market to be sent electronically to shareholders whose shares are held in registered form. This new rule regarding the notice of meeting and the sending to registered shareholders of the information to be provided prior to the general meeting applies only to general meetings convened as from 1 July 2026. However, for a period of two years from the date of entry into force of the decree, any shareholder already registered in the company’s books on that date may request, by postal mail with acknowledgement of receipt sent to the company no later than 90 days prior to the publication date of the meeting notice, that the prior communications relating to the general meeting be sent by postal mail. This request will apply to all subsequent meetings.
The convening notice must also indicate the conditions under which the shareholders may vote by correspondence and the places and conditions in which they can obtain voting forms by mail. |
Under Delaware law, unless otherwise provided in the certificate of incorporation or by-laws, written notice of any meeting of the stockholders must be given to each stockholder entitled to vote at the meeting not less than ten nor more than 60 days before the date of the meeting and shall specify the place, date, hour, and purpose or purposes of the meeting. | ||
| France |
Delaware | |||
| Proxy | Each shareholder has the right to attend the meetings and participate in the discussions (i) personally, or (ii) by granting proxy to any individual or legal entity of his choosing; or (iii) by sending a proxy to the company without indication of the mandate, or (iv) by voting by correspondence, or (v) by videoconference or another means of telecommunication in accordance with applicable laws that allow identification. The proxy is only valid for a single meeting or for successive meetings convened with the same agenda. It can also be granted for two meetings, one ordinary, the other extraordinary, held on the same day or within a period of fifteen days. | Under Delaware law, at any meeting of stockholders, a stockholder may designate another person to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A director of a Delaware corporation may not issue a proxy representing the director’s voting rights as a director. | ||
| Shareholder Action by Written Consent | Under French law, shareholders’ action by written consent is not permitted in a société anonyme. | Under Delaware law, a corporation’s certificate of incorporation (1) may permit stockholders to act by written consent if such action is signed by all stockholders, (2) may permit stockholders to act by written consent signed by stockholders having the minimum number of votes that would be necessary to take such action at a meeting or (3) may prohibit actions by written consent. | ||
| Preferential Subscription Rights | Under French law, in case of issuance of additional shares or other securities for cash or set-off against cash debts, the existing shareholders have preferential subscription rights to these securities on a pro rata basis unless such rights are waived by a two-thirds majority of the votes held by the shareholders present at the extraordinary meeting deciding or authorizing the capital increase, voting in person or represented by proxy or voting by mail. In case such rights are not waived by the extraordinary general meeting, each shareholder may individually either exercise, assign or not exercise its preferential subscription rights. | Under Delaware law, unless otherwise provided in a corporation’s certificate of incorporation, a stockholder does not, by operation of law, possess preemptive rights to subscribe to additional issuances of the corporation’s stock or to any security convertible into such stock. | ||
| Sources of Dividends | Under French law, dividends may only be paid by a French société anonyme out of “distributable profits,” plus any distributable reserves and “distributable premium” that the shareholders decide to make available for distribution, other than those reserves that are specifically required by law. | Under Delaware law, dividends may be paid by a Delaware corporation either out of (1) surplus or (2) in case there is no surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year, | ||
| France |
Delaware | |||
| “Distributable profits” consist of the unconsolidated net profits of the relevant corporation for each fiscal year, as increased or reduced by any profit or loss carried forward from prior years, less any contributions to the reserve accounts pursuant to French law or to the reserve set forth in the company’s by-laws (if any).
“Distributable premium” refers to the contribution paid by the shareholders in addition to the par value of their shares for their subscription that the shareholders decide to make available for distribution.
Except in case of a share capital reduction, no distribution can be made to the shareholders when the net equity is, or would become, lower than the amount of the share capital plus the reserves which cannot be distributed in accordance with the law or by-laws. |
except when the capital is diminished by depreciation in the value of its property, or by losses, or otherwise, to an amount less than the aggregate amount of capital represented by issued and outstanding stock having a preference on the distribution of assets. | |||
| Repurchase of Shares | Under French law, a corporation may acquire its own shares for the following purposes only in accordance with the safe harbor exemptions provided by MAR:
• to decrease its share capital, provided that such decision is not driven by losses and that a purchase offer is made to all shareholders on a pro rata basis, with the approval of the shareholders at the extraordinary general meeting deciding the capital reduction;
• to meet obligations arising from debt securities, that are exchangeable into equity instruments;
• to provide shares for distribution to employees or managers under a profit-sharing, free share or share option plan; in this case the shares repurchased must be distributed within 12 months from their repurchase failing which they must be cancelled; or |
Under Delaware law, a corporation may generally redeem or repurchase shares of its stock unless the capital of the corporation is impaired or such redemption or repurchase would impair the capital of the corporation. | ||
| France |
Delaware | |||
• under a buy-back program to be authorized by the shareholders in accordance with the provisions of Article L. 22-10-62 of the French Commercial Code, in accordance with MAR, Commission Delegated Regulation (EU) 2016/1052 of March 8, 2016, and in accordance with the general regulations of the AMF.
All other purposes, and especially share buy-backs for external growth operations by virtue of Article L. 22-10-62 of the French Commercial Code, while not forbidden, must be pursued in strict compliance with market manipulations and insider dealing rules.
Under MAR and in accordance with the General Regulations (règlement général) of the AMF, a corporation shall report to the competent authority of the most relevant market in terms of liquidity, no later than by the end of the seventh daily market session following the date of the execution of the transaction, all the transactions relating to the buy-back program, in a detailed form and in an aggregated form. The receiving competent authority shall, upon request, forward the information to the competent authorities of the trading venue on which the shares have been admitted to trading and are traded.
No such repurchase of shares may result in the company holding, directly or through a person acting on its behalf, more than 10% of its issued share capital. |
||||
| Liability of Directors and Officers | Under French law, the by-laws may not include any provisions limiting the liability of directors. | Under Delaware law, a corporation’s certificate of incorporation may include a provision eliminating or limiting the personal liability of a director to the corporation and its stockholders for damages arising from a breach of fiduciary duty as a director. However, no provision can limit the liability of a director for:
• any breach of the director’s duty of loyalty to the corporation or its stockholders; | ||
| France |
Delaware | |||
• acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
• intentional or negligent payment of unlawful dividends or stock purchases or redemptions; or
• any transaction from which the director derives an improper personal benefit. | ||||
| Voting Rights | French law provides that, unless otherwise provided in the by-laws, each shareholder is entitled to one vote for each share of capital stock held by such shareholder. Further to the introduction of Law No. 2014-384 dated March 29, 2014 (Loi Florange), shares registered under a shareholder’s name for more than two years shall automatically be granted double voting rights from 2016, unless the by-laws expressly reject this measure. | Delaware law provides that, unless otherwise provided in the certificate of incorporation, each stockholder is entitled to one vote for each share of capital stock held by such stockholder. | ||
| Shareholder Vote on Certain Transactions | Generally, under French law, completion of a merger, dissolution, sale, lease or exchange of all or substantially all of a corporation’s assets (apport partiel d’actifs) requires:
• the approval of the board of directors; and
• approval by a two-thirds majority of the votes held by the shareholders present, represented by proxy or
• voting by mail at the relevant meeting or, in the case of a merger with a non-EU company, approval of all shareholders of the corporation. |
Generally, under Delaware law, unless the certificate of incorporation provides for the vote of a larger portion of the stock, completion of a merger, consolidation, sale, lease or exchange of all or substantially all of a corporation’s assets or dissolution requires:
• the approval of the board of directors; and
• approval by the vote of the holders of a majority of the outstanding stock or, if the certificate of incorporation provides for more or less than one vote per share, a majority of the votes of the outstanding stock of a corporation entitled to vote on the matter. | ||
| France |
Delaware | |||
| Dissent or Dissenters Appraisal Rights | French law does not provide for any such right but provides that a merger is subject to shareholders’ approval by a two-thirds majority vote as stated above. | Under Delaware law, a holder of shares of any class or series has the right, in specified circumstances, to dissent from a merger or consolidation by demanding payment in cash for the stockholder’s shares equal to the fair value of those shares, as determined by the Delaware Chancery Court in an action timely brought by the corporation or a dissenting stockholder. Delaware law grants these appraisal rights only in the case of mergers or consolidations and not in the case of a sale or transfer of assets or a purchase of assets for stock. Further, no appraisal rights are available for shares of any class or series that is listed on a national securities exchange or held of record by more than 2,000 stockholders, unless the agreement of merger or consolidation requires the holders to accept for their shares anything other than:
• shares of stock of the surviving corporation;
• shares of stock of another corporation that are either listed on a national securities exchange or held of record by more than 2,000 stockholders;
• cash in lieu of fractional shares of the stock described in the two preceding bullet points; or
• any combination of the above.
In addition, appraisal rights are not available to holders of shares of the surviving corporation in specified mergers that do not require the vote of the stockholders of the surviving corporation. | ||
| Standard of Conduct for Directors | French law does not contain specific provisions setting forth the standard of conduct of a director. However, directors have a duty to act without self-interest, on a well-informed basis and they cannot make any decision against a corporation’s corporate interest (intérêt social). | Delaware law does not contain specific provisions setting forth the standard of conduct of a director. The scope of the fiduciary duties of directors is generally determined by the courts of the State of Delaware. In general, directors have a duty to act without self-interest, on a well- informed basis and in a manner they reasonably believe to be in the best interest of the stockholders. | ||
| France |
Delaware | |||
| Shareholder Suits | French law provides that a shareholder, or a group of shareholders, may initiate a legal action to seek indemnification from the directors of a corporation in the corporation’s interest if it fails to bring such legal action itself. If so, any damages awarded by the court are paid to the corporation and any legal fees relating to such action are borne by the relevant shareholder or the group of shareholders.
The plaintiff must remain a shareholder through the duration of the legal action.
There is no other case where shareholders may initiate a derivative action to enforce a right of a corporation.
A shareholder may alternatively or cumulatively bring individual legal action against the directors, provided he has suffered distinct damages from those suffered by the corporation. In this case, any damages awarded by the court are paid to the relevant shareholder. |
Under Delaware law, a stockholder may initiate a derivative action to enforce a right of a corporation if the corporation fails to enforce the right itself. The complaint must:
• state that the plaintiff was a stockholder at the time of the transaction of which the plaintiff complains or that the plaintiff’s shares thereafter devolved on the plaintiff by operation of law; and
• allege with particularity the efforts made by the plaintiff to obtain the action the plaintiff desires from the directors and the reasons for the plaintiff’s failure to obtain the action; or
• state the reasons for not making the effort.
Additionally, the plaintiff must remain a stockholder through the duration of the derivative suit. The action will not be dismissed or compromised without the approval of the Delaware Court of Chancery. | ||
| Amendment of Certificate of Incorporation | Unlike companies incorporated under Delaware law, whose organizational documents are comprised of a certificate of incorporation and by-laws, companies incorporated under French law only have by-laws (statuts) as organizational documents. As indicated below, only the extraordinary shareholders’ meeting is authorized to adopt or amend the by-laws under French law. | Under Delaware law, generally a corporation may amend its certificate of incorporation if:
• its board of directors has adopted a resolution setting forth the amendment proposed and declared its advisability; and
• the amendment is adopted by the affirmative votes of a majority (or greater percentage as may be specified by the corporation) of the outstanding shares entitled to vote on the amendment and a majority (or greater percentage as may be specified by the corporation) of the outstanding shares of each class or series of stock, if any, entitled to vote on the amendment as a class or series. | ||
| France |
Delaware | |||
| Amendment of By-laws | Under French law, only the extraordinary shareholders’ meeting is authorized to adopt or amend the by-laws. The extraordinary shareholders’ meeting may authorize the board of directors to amend the by-laws to comply with legal provisions, subject to the ratification of such amendments by the next extraordinary shareholders’ meeting. The board of directors is also authorized to amend the by-laws as a result of a decision to relocate the company’s registered office in France, subject to ratification by the next ordinary shareholders’ meeting. | Under Delaware law, the stockholders entitled to vote have the power to adopt, amend or repeal by-laws. A corporation may also confer, in its certificate of incorporation, that power upon the board of directors. | ||
Changes in capital
Changes in Share Capital
Increases in Share Capital. Pursuant to French law, the Company’s share capital may be increased only with shareholders’ approval at an extraordinary general shareholders’ meeting following the recommendation of the Company’s board of directors. The shareholders may delegate to the Company’s board of directors either the authority (délégation de compétence) or the power (délégation de pouvoir) to carry out any increase in share capital.
Increases in the Company’s share capital may be effected by:
| • | issuing additional shares; |
| • | increasing the par value of existing shares; |
| • | creating a new class of equity securities; and |
| • | exercising the rights attached to securities giving access to the share capital. |
Increases in share capital by issuing additional securities may be effected through one or a combination of the following:
| • | in consideration for cash; |
| • | in consideration for assets contributed in kind; |
| • | through an exchange offer; |
| • | by conversion of previously issued debt instruments; |
| • | by capitalization of profits, reserves or share premium; and |
| • | subject to certain conditions, by way of offset against debt incurred by the Company. |
Decisions to increase the share capital through the capitalization of reserves, profits and/or share premium require shareholders’ approval at an extraordinary general shareholders’ meeting, acting under the quorum and majority requirements applicable to ordinary shareholders’ meetings. Increases effected by an increase in the par value of shares require unanimous approval of the shareholders, unless effected by capitalization of reserves, profits or share premium. All other capital increases require shareholders’ approval at an extraordinary general shareholders’ meeting acting under the regular quorum and majority requirements for such meetings.
Reduction in Share Capital. Pursuant to French law, any reduction in the Company’s share capital requires shareholders’ approval at an extraordinary general shareholders’ meeting following the recommendation of the Company’s board of directors. The share capital may be reduced either by decreasing the par value of the outstanding shares or by reducing the number of outstanding shares. The number of outstanding shares may be reduced by the repurchase and cancellation of shares. Holders of each class of shares must be treated equally unless each affected shareholder agrees otherwise.
Preferential Subscription Right. According to French law, if the Company issues additional securities for cash, current shareholders will have preferential subscription rights to these securities on a pro rata basis. Preferential subscription rights entitle the individual or entity that holds them to subscribe pro rata based on the number of shares held by them to the issuance of any securities increasing, or that may result in an increase of, the Company’s share capital by means of a cash payment or a set-off of cash debts. The preferential subscription rights are transferable during the subscription period relating to a particular offering.
The preferential subscription rights with respect to any particular offering may be waived at an extraordinary general meeting by a two-thirds vote of the Company’s shareholders or individually by each shareholder. The Company’s board of directors and the Company’s independent auditors are required by French law to present reports to the shareholders’ meeting that specifically address any proposal to waive the preferential subscription rights.
In the future, to the extent permitted under French law, the Company may seek shareholder approval to waive preferential subscription rights at an extraordinary general shareholders’ meeting in order to authorize the board of directors to issue additional shares and/or other securities convertible or exchangeable into shares.
Other French and E.U. Law Considerations
Takeover Provisions
Declaration for Statistical Purpose. Under French law, a non-French resident as well as any French entity controlled by non-French residents may have to file a declaration for statistical purposes with the Bank of France (Banque de France), within twenty (20) working days following the date of certain direct foreign investments in us, including any purchase of our ADSs. In particular, such filings are required in connection with investments exceeding €15,000,000 that lead to the acquisition of at least 10% of our share capital or voting rights or cross such 10% threshold. Violation of this filing requirement may be sanctioned by five years of imprisonment and a fine up to twice the amount of the relevant investment. This amount may be increased fivefold if the violation is made by a legal entity.
Authorization of the Minister of Economy. Under French law, certain investments in a French company relating to strategic sectors and activities likely to prejudice the interests of national defense, participating in the exercise of public authority or likely to prejudice public order and public security (such as research and development in biotechnologies intended to be carried out in a sensitive activity within the meaning of § I or II of Article R. 151-3 of the French Monetary and Financial Code or activities relating to infrastructure, goods or services essential to guarantee the protection of public health) by individuals or entities not French, not resident in France or controlled by entities not French or not resident in France are subject to prior authorization of the Minister of Economy pursuant to Articles L. 151-1 and seq. and R. 151-1 and seq. of the French Monetary and Financial Code.
Majority Shareholder Rights. The owner of 90% of the share capital and voting rights of a public company listed on a regulated market in a Member State of the European Union or in a state party to the EEA Agreement, including from the main French Stock Exchange, has the right to force out minority shareholders following a tender offer made to all shareholders.
II. AMERICAN DEPOSITARY SHARES
Citibank, N.A. acts as the depositary for our ADSs. Citibank’s depositary offices are located at 388 Greenwich Street, New York, New York 10013. ADSs represent ownership interests in securities that are on deposit with the depositary. ADSs may be represented by certificates that are commonly known as American Depositary Receipts (“ADRs”). The depositary typically appoints a custodian to safekeep the securities on deposit. In this case, the custodian is Citibank Europe Plc, located at EGSP 186, 1 North Wall Quay, Dublin 1 Ireland.
We have appointed Citibank as depositary pursuant to a deposit agreement. Copies of the deposit agreement, amendment no. 1 to the deposit agreement and amendment no. 2 to the deposit agreement are on file with the SEC under cover of a Registration Statement on Form F-6 (as amended). You may obtain a copy of the deposit agreement and the amendments to the deposit agreement from the SEC’s website at www.sec.gov. Please refer to (i) File Number 333-265201 when retrieving a copy of the deposit agreement, and (ii) File Number 333-266202 when retrieving copies of the amendments to the deposit agreement.
We are providing you with a summary description of the material terms of the ADSs and of a holder of ADS’s material rights as an owner of ADSs. Please remember that summaries by their nature lack the precision of the information summarized and that the rights and obligations of an owner of ADSs will be determined by reference to the terms of the deposit agreement and not by this summary. We urge you to review the deposit agreement in its entirety. The portions of this summary description that are italicized describe matters that may be relevant to the ownership of ADSs but that may not be contained in the deposit agreement.
Each ADS represents the right to receive, and to exercise the beneficial ownership interests in, five ordinary shares on deposit with the depositary or the custodian. An ADS also represents the right to receive, and to exercise the beneficial ownership interests in, any other property received by the depositary or the custodian on behalf of the owner of the ADS but that has not been distributed to the owners of ADSs because of legal restrictions or practical considerations. We and the depositary may agree to change the ADS-to-ordinary share ratio as provided in the Deposit Agreement. This amendment may give rise to, or change, the depositary fees payable by ADS owners. The custodian, the depositary and their respective nominees will hold all deposited property for the benefit of the holders and beneficial owners of ADSs. The deposited property does not constitute the proprietary assets of the depositary, the custodian or their nominees. Beneficial ownership in the deposited property will under the terms of the deposit agreement be vested in the beneficial owners of the ADSs. The depositary, the custodian and their respective nominees will be the record holders of the deposited property represented by the ADSs for the benefit of the holders and beneficial owners of the corresponding ADSs. A beneficial owner of ADSs may or may not be the holder of ADSs. Beneficial owners of ADSs will be able to receive, and to exercise beneficial ownership interests in the deposited property only through the registered holders of the ADSs, by the registered holders of the ADSs (on behalf of the applicable ADS owners) only through the depositary, and by the depositary (on behalf of the owners of the corresponding ADSs) directly, or indirectly through the custodian or their respective nominees, in each case upon the terms of the deposit agreement.
If you become an owner of ADSs, you will become a party to the deposit agreement and therefore will be bound to its terms and to the terms of any ADR that represents your ADSs. The deposit agreement and the ADR specify our rights and obligations as well as your rights and obligations as owner of ADSs and those of the depositary. As an ADS holder you appoint the depositary to act on your behalf in certain circumstances. The deposit agreement and the ADRs are governed by New York law. However, our obligations to the holders of ordinary shares will continue to be governed by the laws of France, which may be different from the laws in the United States.
In addition, applicable laws and regulations may require you to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. You are solely responsible for complying with such reporting requirements and obtaining such approvals. Neither the depositary, the custodian, us or any of their or our respective agents or affiliates shall be required to take any actions whatsoever on your behalf to satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.
As an owner of ADSs, we will not treat you as one of our shareholders and you will not have direct shareholder rights. The depositary will hold on your behalf the shareholder rights attached to the ordinary shares underlying your ADSs. As an owner of ADSs you will be able to exercise the shareholders rights for the ordinary shares represented by your ADSs through the depositary only to the extent contemplated in the deposit agreement. To exercise any shareholder rights not contemplated in the deposit agreement you will, as an ADS owner, need to arrange for the cancellation of your ADSs and become a direct shareholder.
The manner in which you own the ADSs (e.g., in a brokerage account vs. as registered holder, or as holder of certificated vs. uncertificated ADSs) may affect your rights and obligations, and the manner in which, and extent to which, the depositary’s services are made available to you. As an owner of ADSs, you may hold your ADSs either by means of an ADR registered in your name, through a brokerage or safekeeping account, or through an account established by the depositary in your name reflecting the registration of uncertificated ADSs directly on the books of the depositary, commonly referred to as the direct registration system (“DRS”). The direct registration system reflects the uncertificated (book-entry) registration of ownership of ADSs by the depositary. Under the direct registration system, ownership of ADSs is evidenced by periodic statements issued by the depositary to the holders of the ADSs. The direct registration system includes automated transfers between the depositary and The Depository Trust Company (“DTC”), the central book-entry clearing and settlement system for equity securities in the United States. If you decide to hold your ADSs through your brokerage or safekeeping account, you must rely on the procedures of your broker or bank to assert your rights as ADS owner. Banks and brokers typically hold securities such as the ADSs through clearing and settlement systems such as DTC. The procedures of such clearing and settlement systems may limit your ability to exercise your rights as an owner of ADSs. Please consult with your broker or bank if you have any questions concerning these limitations and procedures. All ADSs held through DTC will be registered in the name of a nominee of DTC. This summary description assumes you have opted to own the ADSs directly by means of an ADS registered in your name and, as such, we will refer to you as the “holder.” When we refer to “you,” we assume the reader owns ADSs and will own ADSs at the relevant time.
The registration of the ordinary shares in the name of the depositary or the custodian shall, to the maximum extent permitted by applicable law, vest in the depositary or the custodian the record ownership in the applicable ordinary shares with the beneficial ownership rights and interests in such ordinary shares being at all times vested with the beneficial owners of the ADSs representing the ordinary shares. The depositary or the custodian shall at all times be entitled to exercise the beneficial ownership rights in all deposited property, in each case only on behalf of the holders and beneficial owners of the ADSs representing the deposited property.
Dividends and Distributions
As a holder of ADSs, you generally have the right to receive the distributions we make on the securities deposited with the custodian. Your receipt of these distributions may be limited, however, by practical considerations and legal limitations. Holders of ADSs will receive such distributions under the terms of the deposit agreement in proportion to the number of ADSs held as of a specified record date, after deduction the applicable fees, taxes and expenses.
Distributions of Cash
Whenever we make a cash distribution for the securities on deposit with the custodian, we will deposit the funds with the custodian. Upon receipt of confirmation of the deposit of the requisite funds, the depositary will arrange for the funds received in a currency other than U.S. dollars to be converted into U.S. dollars and for the distribution of the U.S. dollars to the holders, subject to French laws and regulations.
The conversion into U.S. dollars will take place only if practicable and if the U.S. dollars are transferable to the United States. The depositary will apply the same method for distributing the proceeds of the sale of any property (such as undistributed rights) held by the custodian in respect of securities on deposit.
The distribution of cash will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. The depositary will hold any cash amounts it is unable to distribute in a non-interest bearing account for the benefit of the applicable holders and beneficial owners of ADSs until the distribution can be effected or the funds that the depositary holds must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States.
Distributions of Ordinary Shares
Whenever we make a free distribution of ordinary shares for the securities on deposit with the custodian, we will deposit the applicable number of ordinary shares with the custodian. Upon receipt of confirmation of such deposit, the depositary will either distribute to holders new ADSs representing the ordinary shares deposited or modify the ADS-to-ordinary share ratio, in which case each ADS you hold will represent rights and interests in the additional ordinary shares so deposited. Only whole new ADSs will be distributed. Fractional entitlements will be sold and the proceeds of such sale will be distributed as in the case of a cash distribution.
The distribution of new ADSs or the modification of the ADS-to-ordinary share ratio upon a distribution of ordinary shares will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In order to pay such taxes or governmental charges, the depositary may sell all or a portion of the new ordinary shares so distributed.
No such distribution of new ADSs will be made if it would violate a law (i.e., the U.S. securities laws) or if it is not operationally practicable. If the depositary does not distribute new ADSs as described above, it may sell the ordinary shares received upon the terms described in the deposit agreement and will distribute the proceeds of the sale as in the case of a distribution of cash.
Distributions of Rights
Whenever we intend to distribute rights to subscribe for additional ordinary shares, we will give prior notice to the depositary and we will assist the depositary in determining whether it is lawful and reasonably practicable to distribute rights to subscribe for additional ADSs to holders.
The depositary will establish procedures to distribute rights to subscribe for additional ADSs to holders and to enable such holders to exercise such rights if it is lawful and reasonably practicable to make the rights available to holders of ADSs, and if we provide all of the documentation contemplated in the deposit agreement (such as opinions to address the lawfulness of the transaction). You may have to pay fees, expenses, taxes and other governmental charges to subscribe for the new ADSs upon the exercise of your rights. The depositary is not obligated to establish procedures to facilitate the distribution and exercise by holders of rights to subscribe for new ordinary shares other than in the form of ADSs.
The depositary will not distribute the rights to you if:
| • | we do not timely request that the rights be distributed to you or we request that the rights not be distributed to you; or |
| • | we fail to deliver satisfactory documents to the depositary; or |
| • | it is not reasonably practicable to distribute the rights. |
The depositary will sell the rights that are not exercised or not distributed if such sale is lawful and reasonably practicable. The proceeds of such sale will be distributed to holders as in the case of a cash distribution. If the depositary is unable to sell the rights, it will allow the rights to lapse.
Elective Distributions
Whenever we intend to distribute a dividend payable at the election of shareholders either in cash or in additional ordinary shares, we will give prior notice thereof to the depositary and will indicate whether we wish the elective distribution to be made available to you. In such case, we will assist the depositary in determining whether such distribution is lawful and reasonably practicable.
The depositary will make the election available to you only if it is reasonably practicable and if we have provided all of the documentation contemplated in the deposit agreement. In such case, the depositary will establish procedures to enable you to elect to receive either cash or additional ADSs, in each case as described in the deposit agreement.
If the election is not made available to you, you will receive either cash or additional ADSs, depending on what a shareholder in France would receive upon failing to make an election, as more fully described in the deposit agreement.
Other Distributions
Whenever we intend to distribute property other than cash, ordinary shares or rights to subscribe for additional ordinary shares, we will notify the depositary in advance and will indicate whether we wish such distribution to be made to you. If so, we will assist the depositary in determining whether such distribution to holders is lawful and reasonably practicable.
If it is reasonably practicable to distribute such property to you and if we provide to the depositary all of the documentation contemplated in the deposit agreement, the depositary will distribute the property to the holders in a manner it deems practicable.
The distribution will be made net of fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In order to pay such taxes and governmental charges, the depositary may sell all or a portion of the property received.
The depositary will not distribute the property to you and will sell the property if:
| • | we do not request that the property be distributed to you or if we ask that the property not be distributed to you; or |
| • | we do not deliver satisfactory documents to the depositary; or |
| • | depositary determines that all or a portion of the distribution to you is not reasonably practicable. |
The proceeds of such a sale will be distributed to holders as in the case of a cash distribution.
Redemption
Whenever we decide to redeem any of the securities on deposit with the custodian, we will notify the depositary in advance. If it is practicable and if we provide all of the documentation contemplated in the deposit agreement, the depositary will provide notice of the redemption to the holders.
The custodian will be instructed to surrender the ordinary shares being redeemed against payment of the applicable redemption price. The depositary will convert the redemption funds received in a currency other than U.S. dollars into U.S. dollars upon the terms of the deposit agreement and will establish procedures to enable holders to receive the net proceeds from the redemption upon surrender of their ADSs to the depositary. You may have to pay fees, expenses, taxes and other governmental charges upon the redemption of your ADSs. If less than all ADSs are being redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as the depositary may determine.
Changes Affecting Ordinary Shares
The ordinary shares held on deposit for your ADSs may change from time to time. For example, there may be a change in nominal or par value, a split-up, cancellation, consolidation or reclassification of such ordinary shares or a recapitalization, reorganization, merger, consolidation or sale of assets.
If any such change were to occur, your ADSs would, to the extent permitted by law and the deposit agreement, represent the right to receive the property received or exchanged in respect of the ordinary shares held on deposit. The depositary may in such circumstances deliver new ADSs to you, amend the deposit agreement, the ADRs and the applicable Registration Statement(s) on Form F-6, call for the exchange of your existing ADSs for new ADSs and take any other actions that are appropriate to reflect as to the ADSs the change affecting the ordinary shares. If the depositary may not lawfully distribute such property to you, the depositary may sell such property and distribute the net proceeds to you as in the case of a cash distribution.
Issuance of ADSs upon Deposit of Ordinary Shares
The depositary may create ADSs on your behalf if you or your broker deposit ordinary shares with the custodian. The depositary will deliver these ADSs to the person you indicate only after you pay any applicable issuance fees and any charges and taxes payable for the transfer of the ordinary shares to the custodian. Your ability to deposit ordinary shares and receive ADSs may be limited by U.S. and French legal considerations applicable at the time of deposit.
The issuance of ADSs may be delayed until the depositary or the custodian receives confirmation that all required approvals have been given and that the ordinary shares have been duly transferred to the custodian. The depositary will only issue ADSs in whole numbers.
When you make a deposit of ordinary shares, you will be responsible for transferring good and valid title to the depositary. As such, you will be deemed to represent and warrant that:
| • | The ordinary shares are duly authorized, validly issued, fully paid, non-assessable and legally obtained. |
| • | All preemptive (and similar) rights, if any, with respect to such ordinary shares have been validly waived or exercised. |
| • | You are duly authorized to deposit the ordinary shares. |
| • | The ordinary shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the ADSs issuable upon such deposit will not be, “restricted securities” (as defined in the deposit agreement). |
| • | The ordinary shares presented for deposit have not been stripped of any rights or entitlements. |
If any of the representations or warranties are incorrect in any way, we and the depositary may, at your cost and expense, take any and all actions necessary to correct the consequences of the misrepresentations.
Transfer, Combination and Split Up of ADRs
As an ADR holder, you will be entitled to transfer, combine or split up your ADRs and the ADSs evidenced thereby. For transfers of ADRs, you will have to surrender the ADRs to be transferred to the depositary and also must:
| • | ensure that the surrendered ADR is properly endorsed or otherwise in proper form for transfer; |
| • | provide such proof of identity and genuineness of signatures as the depositary deems appropriate; |
| • | provide any transfer stamps required by the State of New York or the United States; and |
| • | pay all applicable fees, charges, expenses, taxes and other government charges payable by ADR holders pursuant to the terms of the deposit agreement, upon the transfer of ADRs. |
To have your ADRs either combined or split up, you must surrender the ADRs in question to the depositary with your request to have them combined or split up, and you must pay all applicable fees, charges and expenses payable by ADR holders, pursuant to the terms of the deposit agreement, upon a combination or split up of ADRs.
Withdrawal of Ordinary Shares Upon Cancellation of ADSs
As a holder, you will be entitled to present your ADSs to the depositary for cancellation and then receive the corresponding number of underlying ordinary shares at the custodian’s offices. Your ability to withdraw the ordinary shares held in respect of the ADSs may be limited by U.S. and French legal considerations applicable at the time of withdrawal. In order to withdraw the ordinary shares represented by your ADSs, you will be required to pay to the depositary the fees for cancellation of ADSs and any charges and taxes payable upon the transfer of the ordinary shares being withdrawn. You assume the risk for delivery of all funds and securities upon withdrawal. Once canceled, the ADSs will not have any rights under the deposit agreement.
If you hold ADSs registered in your name, the depositary may ask you to provide proof of identity and genuineness of any signature and such other documents as the depositary may deem appropriate before it will cancel your ADSs. The withdrawal of the ordinary shares represented by your ADSs may be delayed until the depositary receives satisfactory evidence of compliance with all applicable laws and regulations. Please keep in mind that the depositary will only accept ADSs for cancellation that represent a whole number of securities on deposit.
You will have the right to withdraw the securities represented by your ADSs at any time except for:
| • | temporary delays that may arise because (i) the transfer books for the ordinary shares or ADSs are closed, or (ii) ordinary shares are immobilized on account of a shareholders’ meeting or a payment of dividends |
| • | obligations to pay fees, taxes and similar charges; or |
| • | restrictions imposed because of laws or regulations applicable to ADSs or the withdrawal of securities on deposit. |
The deposit agreement may not be modified to impair your right to withdraw the securities represented by your ADSs except to comply with mandatory provisions of law.
Voting Rights
As a holder, you generally have the right under the deposit agreement to instruct the depositary to exercise the voting rights for the ordinary shares represented by your ADSs. The voting rights of holders of ordinary shares are described in the sections of this prospectus titled “Description of Share Capital and Bylaws” and “Limitations Affecting Shareholders of a French Company.”
At our request, the depositary will distribute to you any notice of shareholders’ meeting received from us together with information explaining how to instruct the depositary to exercise the voting rights of the securities represented by ADSs.
If the depositary timely receives voting instructions from a holder of ADSs, it will endeavor to vote the securities (in person or by proxy) represented by the holder’s ADSs in accordance with such voting instructions.
Please note that the ability of the depositary to carry out voting instructions may be limited by practical and legal limitations and the terms of the securities on deposit. We cannot assure you that you will receive voting materials in time to enable you to return voting instructions to the depositary in a timely manner. Securities for which no voting instructions have been received will not be voted.
Fees and Charges
As an ADS holder, you will be required to pay the following service fees under the terms of the deposit agreement to the depositary:
| Service | Fees | |
| 1. Issuance of ADSs upon deposit of ordinary shares (excluding issuances as a result of distributions described in paragraph (4) below). |
Up to U.S. $0.05 per ADS issued | |
| 2. Delivery of deposited securities against surrender of ADSs. |
Up to U.S. $0.05 per ADS surrendered | |
| 3. Distribution of cash dividends or other cash distributions (i.e., sale of rights and other entitlements). |
Up to U.S. $0.05 per ADS held | |
| 4. Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADSs. |
Up to U.S. $0.05 per ADS held | |
| 5. Distribution of securities other than ADSs or rights to purchase additional ADSs (i.e., spin-off shares). |
Up to U.S. $0.05 per ADS held | |
| 6. ADS Services. |
Up to U.S. $0.05 per ADS held on the applicable record date(s) established by the depositary | |
The Company, Holders, Beneficial Owners, persons depositing ordinary shares and persons surrendering ADSs for cancellation and for the purpose of withdrawing deposited securities shall be responsible for the following ADS charges under the terms of the Deposit Agreement:
| • | taxes (including applicable interest and penalties) and other governmental charges; |
| • | such registration fees as may from time to time be in effect for the registration of ordinary shares or other deposited securities on the share register and applicable to transfers of ordinary shares or other deposited securities to or from the name of the custodian, the depositary or any nominees upon the making of deposits and withdrawals, respectively; |
| • | such cable, telex and facsimile transmission and delivery expenses as are expressly provided in the deposit agreement to be at the expense of the person depositing ordinary shares or withdrawing deposited securities or of the holders and beneficial owners of ADSs; |
| • | the expenses and charges incurred by the depositary in the conversion of foreign currency; |
| • | such fees and expenses as are incurred by the depositary in connection with compliance with exchange control regulations and other regulatory requirements applicable to ordinary shares, deposited securities, ADSs and ADRs; and |
| • | the fees and expenses incurred by the depositary, the custodian, or any nominee in connection with the servicing or delivery of deposited property. |
ADS fees and charges payable upon (i) deposit of ordinary shares against issuance of ADSs and (ii) surrender of ADSs for cancellation and withdrawal of deposited securities will be payable by the person to whom the ADSs so issued are delivered by the depositary (in the case of ADS issuances) and by the person who delivers the ADSs for cancellation to the depositary (in the case of ADS cancellations). In the case of ADSs issued by the depositary into DTC or presented to the depositary via DTC, the ADS issuance and cancellation fees and charges will be payable by the DTC participant(s) receiving the ADSs from the depositary or the DTC participant(s) surrendering the ADSs to the depositary for cancellation, as the case may be, on behalf of the beneficial owner(s) and will be charged by the DTC participant(s) to the account(s) of the applicable beneficial owner(s) in accordance with the procedures and practices of the DTC participant(s) as in effect at the time. ADS fees and charges in respect of distributions and the ADS service fee are payable by holders as of the applicable ADS record date established by the depositary. In the case of distributions of cash, the amount of the applicable ADS fees and charges is deducted from the funds being distributed. In the case of (i) distributions other than cash and (ii) the ADS service fee, the applicable holders as of the ADS record date established by the depositary will be invoiced for the amount of the ADS fees and charges. For ADSs held through DTC, the ADS fees and charges for distributions other than cash and the ADS service fee are charged to the DTC participants in accordance with the procedures and practices prescribed by DTC from time to time and the DTC participants in turn charge the amount of such ADS fees and charges to the beneficial owners for whom they hold ADSs.
In the event of refusal to pay the depositary fees, the depositary may, under the terms of the deposit agreement, refuse the requested service until payment is received or may set off the amount of the depositary fees from any distribution to be made to the ADS holder.
Note that the fees and charges you may be required to pay may vary over time and may be changed by us and by the depositary. You will receive prior notice of such changes.
The depositary may reimburse us for certain expenses incurred by us in respect of the ADR program established pursuant to the deposit agreement, by making available a portion of the depositary fees charged in respect of the ADR program or otherwise, upon such terms and conditions as we and the depositary may agree from time to time.
Amendments and Termination
We may agree with the depositary to modify the deposit agreement at any time without your consent. We undertake to give holders 30 days’ prior notice of any modifications that would materially prejudice any of their substantial rights under the deposit agreement. We will not consider to be materially prejudicial to your substantial rights any modifications or supplements that are reasonably necessary for the ADSs to be registered under the Securities Act or to be eligible for book-entry settlement, in each case without imposing or increasing the fees and charges you are required to pay. In addition, we may not be able to provide you with prior notice of any modifications or supplements that are required to accommodate compliance with applicable provisions of law.
You will be bound by the modifications to the deposit agreement if you continue to hold your ADSs after the modifications to the deposit agreement become effective. The deposit agreement cannot be amended to prevent you from withdrawing the ordinary shares represented by your ADSs (except as permitted by law).
We have the right to direct the depositary to terminate the deposit agreement. Similarly, the depositary may in certain circumstances on its own initiative terminate the deposit agreement. In either case, the depositary must give notice to the holders at least 30 days before termination. Until termination, your rights under the deposit agreement will be unaffected.
After termination, the depositary will continue to collect distributions received (but will not distribute any such property until you request the cancellation of your ADSs) and may sell the securities held on deposit. After the sale, the depositary will hold the proceeds from such sale and any other funds then held for the holders of ADSs in a non-interest bearing account. At that point, the depositary will have no further obligations to holders other than to account for the funds then held for the holders of ADSs still outstanding (after deduction of applicable fees, taxes and expenses).
Books of Depositary
The depositary will maintain ADS holder records at its depositary office. You may inspect such records at such office during regular business hours but solely for the purpose of communicating with other holders in the interest of business matters relating to the ADSs and the deposit agreement.
The depositary will maintain in New York facilities to record and process the issuance, cancellation, combination, split-up and transfer of ADSs. These facilities may be closed from time to time, to the extent not prohibited by law.
Limitations on Obligations and Liabilities
The deposit agreement limits our obligations and the depositary’s obligations to you. Please note the following:
| • | We and the depositary are obligated only to take the actions specifically stated in the deposit agreement without negligence or bad faith. |
| • | The depositary disclaims any liability for any failure to carry out voting instructions, for any manner in which a vote is cast or for the effect of any vote, provided it acts in good faith and in accordance with the terms of the deposit agreement. |
| • | The depositary disclaims any liability for any failure to determine the lawfulness or practicality of any action, for the content of any document forwarded to you on our behalf or for the accuracy of any translation of such a document, for the investment risks associated with investing in ordinary shares, for the validity or worth of the ordinary shares, for any tax consequences that result from the ownership of ADSs, for the credit-worthiness of any third party, for allowing any rights to lapse under the terms of the deposit agreement, for the timeliness of any of our notices or for our failure to give notice. |
| • | We and the depositary will not be obligated to perform any act that is inconsistent with the terms of the deposit agreement. |
| • | We and the depositary disclaim any liability if we or the depositary are prevented or forbidden from or subject to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the deposit agreement, by reason of any provision, present or future of any law or regulation, or by reason of present or future provision of any provision of our bylaws, or any provision of or governing the securities on deposit, or by reason of any act of God or war or other circumstances beyond our control. |
| • | We and the depositary disclaim any liability by reason of any exercise of, or failure to exercise, any discretion provided for in the deposit agreement or in our bylaws or in any provisions of or governing the securities on deposit. |
| • | We and the depositary further disclaim any liability for any action or inaction in reliance on the advice or information received from legal counsel, accountants, any person presenting ordinary shares for deposit, any holder of ADSs or authorized representatives thereof, or any other person believed by either of us in good faith to be competent to give such advice or information. |
| • | We and the depositary also disclaim liability for the inability by a holder to benefit from any distribution, offering, right or other benefit that is made available to holders of ordinary shares but is not, under the terms of the deposit agreement, made available to you. |
| • | We and the depositary may rely without any liability upon any written notice, request or other document believed to be genuine and to have been signed or presented by the proper parties. |
| • | We and the depositary also disclaim liability for any consequential or punitive damages for any breach of the terms of the deposit agreement. |
| • | No disclaimer of any Securities Act liability is intended by any provision of the deposit agreement. |
| • | Nothing in the deposit agreement gives rise to a partnership or joint venture, or establishes a fiduciary relationship, among us, the depositary and you as ADS holder. |
| • | Nothing in the deposit agreement precludes the depositary (or its affiliates) from engaging in transactions in which parties adverse to us or the ADS owners have interests, and nothing in the deposit agreement obligates the depositary to disclose those transactions, or any information obtained in the course of those transactions, to us or to the ADS owners, or to account for any payment received as part of those transactions. |
As the above limitations relate to our obligations and the depositary’s obligations to you under the deposit agreement, we believe that, as a matter of construction of the clause, such limitations would likely to continue to apply to ADS holders who withdraw the ordinary shares from the ADS facility with respect to obligations or liabilities incurred under the deposit agreement before the cancellation of the ADSs and the withdrawal of the ordinary shares, and such limitations would most likely not apply to ADS holders who withdraw the ordinary shares from the ADS facility with respect to obligations or liabilities incurred after the cancellation of the ADSs and the withdrawal of the ordinary shares and not under the deposit agreement.
In any event, you will not be deemed, by agreeing to the terms of the deposit agreement, to have waived our or the depositary’s compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder. In fact, you cannot waive our or the depositary’s compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder.
Pre-Release Transactions
The depositary bank has informed us that it no longer engages in pre-release transactions, and has no intention to do so in the future.
Taxes
You will be responsible for the taxes and other governmental charges payable on the ADSs and the securities represented by the ADSs. We, the depositary and the custodian may deduct from any distribution the taxes and governmental charges payable by holders and may sell any and all property on deposit to pay the taxes and governmental charges payable by holders. You will be liable for any deficiency if the sale proceeds do not cover the taxes that are due.
The depositary may refuse to issue ADSs, to deliver, transfer, split and combine ADRs or to release securities on deposit until all taxes and charges are paid by the applicable holder. The depositary and the custodian may take reasonable administrative actions to obtain tax refunds and reduced tax withholding for any distributions on your behalf. However, you may be required to provide to the depositary and to the custodian proof of taxpayer status and residence and such other information as the depositary and the custodian may require to fulfill legal obligations. You are required to indemnify us, the depositary and the custodian for any claims with respect to taxes based on any tax benefit obtained for you.
Foreign Currency Conversion
The depositary will arrange for the conversion of all foreign currency received into U.S. dollars if such conversion is practical, and it will distribute the U.S. dollars in accordance with the terms of the deposit agreement. You may have to pay fees and expenses incurred in converting foreign currency, such as fees and expenses incurred in complying with currency exchange controls and other governmental requirements.
If the conversion of foreign currency is not practical or lawful, or if any required approvals are denied or not obtainable at a reasonable cost or within a reasonable period, the depositary may take the following actions in its discretion:
| • | convert the foreign currency to the extent practical and lawful and distribute the U.S. dollars to the holders for whom the conversion and distribution is lawful and practical; |
| • | distribute the foreign currency to holders for whom the distribution is lawful and practical; and |
| • | hold the foreign currency (without liability for interest) for the applicable holders. |
Governing Law/Waiver of Jury Trial
The deposit agreement, the ADRs and the ADSs will be interpreted in accordance with the laws of the State of New York. The rights of holders of ordinary shares (including ordinary shares represented by ADSs) are governed by the laws of France.
As an owner of ADSs, you irrevocably agree that any legal action arising out of the Deposit Agreement, the ADSs or the ADRs, involving the Company or the Depositary, may only be instituted in a state or federal court in the city of New York.
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Daniel Tassé, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K/A for the year ended December 31, 2025 of DBV Technologies S.A. (the “registrant”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
| Date: April 30, 2026 | By: |
/s/ Daniel Tassé | ||||
| Daniel Tassé | ||||||
| President and Chief Executive Officer | ||||||
| (Principal Executive Officer) | ||||||
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Virginie Boucinha, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K/A for the year ended December 31, 2025 of DBV Technologies S.A. (the “registrant”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
| Date: April 30, 2026 | By: | /s/ Virginie Boucinha | ||||
| Virginie Boucinha | ||||||
| Chief Financial Officer | ||||||
| (Principal Financial Officer) | ||||||