annual general meeting valneva se · materials as of this presentation, and disclaim any intention...

Annual General Meeting

Valneva SE

June 28, 2018

Lyon

Forward-looking statements

This presentation contains certain forward-looking statements relating to the business of Valneva, including with

respect to the progress, timing and completion of research, development and clinical trials for product candidates, the

ability to manufacture, market, commercialize and achieve market acceptance for product candidates, the ability to

protect intellectual property and operate the business without infringing on the intellectual property rights of others,

estimates for future performance and estimates regarding anticipated operating losses, future revenues, capital

requirements and needs for additional financing. In addition, even if the actual results or development of Valneva are

consistent with the forward-looking statements contained in this presentation, those results or developments of Valneva

may not be indicative of their in the future. In some cases, you can identify forward-looking statements by words such

as "could," "should," "may," "expects," "anticipates," "believes," "intends," "estimates," "aims," "targets," or similar

words. These forward-looking statements are based largely on the current expectations of Valneva as of the date of this

presentation and are subject to a number of known and unknown risks and uncertainties and other factors that may

cause actual results, performance or achievements to be materially different from any future results, performance or

achievement expressed or implied by these forward-looking statements. In particular, the expectations of Valneva could

be affected by, among other things, uncertainties involved in the development and manufacture of vaccines,

unexpected clinical trial results, unexpected regulatory actions or delays, competition in general, currency fluctuations,

the impact of the global and European credit crisis, and the ability to obtain or maintain patent or other proprietary

intellectual property protection. In light of these risks and uncertainties, there can be no assurance that the forward-

looking statements made during this presentation will in fact be realized. Valneva is providing the information in these

materials as of this presentation, and disclaim any intention or obligation to publicly update or revise any forward-

looking statements, whether as a result of new information, future events, or otherwise.

June 28, 2018VALNEVA - Annual General Meeting 2

Agenda

1. AGM preliminary formalities

2. Introduction

3. Company overview

4. 2017 business highlights & recent newsflow

5. Valneva 2017 financials & outlook

6. Answers to written questions

7. Auditor’s reports

8. Presentation and discussion of resolutions; voting

9. Conclusion


AGM preliminary formalities

Sign attendance sheet (all)

Appoint AGM committee (chairman, observers, secretary)

Validation of the Quorum (secretary)

Agenda (chairman)

Documents filed with the AGM committee (secretary)


Agenda


2. Introduction

3. Company overview






9. Conclusion


Valneva has two main value drivers


Combination of strong revenues and high value R&D assets

Other

Repeated double digit product sales growth

(15% in 2017)

A valuable R&D pipeline

2017 full year results

IXIARO®/JESPECT®

€60.0m

Others €17.1m

TPP* €4.0m

DUKORAL®

€28.5m

*Third party products

Total revenues

and grants

€109.8m

+12.1%

Direct sales

73.5%

Gross

Margin

58%

Cash

generated

€12.8m

Product sales

€92.6m

Valneva’s 2022 strategy


To become the leading fully-integrated commercial stage vaccine

biotech company

Products

Growing revenues from existing and future

products to €200m and beyond

R&D

Investing in innovative R&D programs to meet unmet

medical needs

Financials

Achieving financial sustainability including

cash-generation

Growth

Generating organic growth complemented by targeted acquisition and licensing

strategies

2022 strategy

http://www.valneva.com/download.php?dir=AnnualReports&file=VALNEVA_Annual-Report2017_Online.pdf

Valneva’s pipeline


Focusing on vaccines with high unmet medical need

Product Candidate Discovery

research

Pre-clinical

research

IND

enabling

Phase 1 Phase 2 Phase 3 Market Partner

Ma

rkete

d

va

cc

ine

s Japanese

Encephalitis

Cholera (ETEC1)

Cli

nic

al c

an

did

ate

s

Clostridium

difficileTBD

Lyme disease proprietary*

Chikungunya proprietary*

ZikaEmergent

BioSolutions

1 Indications differ by country - Please refer to Product / Prescribing Information (PI) / Medication Guide approved in your respective countries for complete information, incl.

dosing, safety and age groups in which this vaccine is licensed, ETEC = Enterotoxigenic Escherichia coli (E. Coli) bacterium. / *Potential opt-in by GSK / co-development

Agenda


2. Introduction

3. Company overview






9. Conclusion


Valneva 2017 performance at a glance


✔

✔

✔

✔

+ Sales +15% vs. 2016

+ EBITDA €10.8m vs. €2.8m in 2016

+ Increased product adoption in main markets

+ Additional IXIARO® supply contract with US government

+ Took over direct commercial control in US private market

+ FDA Fast Track for Lyme, Phase 1 fully recruited

+ Signed collaboration agreement for Zika vaccine

+ Prepared Zika & Chikungunya Phase 1 for initiation in 2018

+ Appointment of David Lawrence as CFO

+ Appointment of Wolfgang Bender, MD, PhD as CMO

Delivered on financial targets

Advanced R&D pipeline

Strengthened the management

Executed well on key growth drivers

A strong year for Valneva

Valneva continued to deliver in H1 2018

February 26, 2018

Zika: Emergent BioSolutions and Valneva Initiate Phase 1 Clinical Study to evaluate

their vaccine candidate VLA1601

March 13, 2018

Chikungunya: Valneva initiates Phase 1 clinical study to evaluate its single-shot

vaccine candidate VLA1553

March 19, 2018

Lyme disease: Valneva reports positive Phase 1 interim results for its Lyme vaccine

candidate VLA15

March 22, 2018

Valneva delivered strong 2017 financial results with product sales of €92.6m and

Ebitda of €10.8m

May 17, 2018

Valneva reported strong Q1 results with product sales of €28.9m and Ebitda of €4.9m


IXIARO®/JESPECT®


Japanese Encephalitis vaccine

+ Designed to protect travelers and military

against JE

+ Indicated for active immunization against JE in

adults, adolescents, children and infants aged

two months and older1

1 Please refer to Product / Prescribing Information (PI) / Medication Guide approved in your respective countries for complete information, incl. dosing, safety and age groups in which this vaccine is licensed. The currently available presentation for IXIARO® can be used in children from 3 years of age. Prior to availability of the new presentation, no attempt should be made to adjust the syringe volume or to administer a 0.25mL/3µg dose in children less than 3 years of age; 2 CDC. MMWR 2010;59:1-27; 3 UNWTO Tourism Highlights 2016; 4 Nomura Code estimates (October 2012) and Valneva Management estimates;

The only JE vaccine approved in the US and Europe

Market potential

+ 279 million travelers to Asia in 20153

› Travelers to Asia expected to grow by 4.4% per

year3

+ Global JE vaccines market valued at ~€150-200m4

› Traveler 65%, Military 15%, Endemic 20%4

+ Significant growth potential in key markets

Commercial position

+ Currently, no effective treatment for the disease2

+ Valneva’s vaccine is the only approved vaccine

available for US and EU travelers

+ Supply agreement in place with US military and

strong track record of repeat contracts

+ Limited competition; local producers exist in endemic

regions and mainly serve public markets

Gross marginIXIARO®/JESPECT® sales

(in €m)

53.0

60.0

IXIARO®/JESPECT®


Ongoing double digit sales growth and increasing margin

US is the biggest contributor

to top line

2016 2017 2020

Double digit growth expected in 2018 through

+ Increased penetration in key markets

+ Development of commercial network, including US private market

Split of 2017 product sales

2017 Revenue growth driven by

+ Increased product adoption in the

UK, German and Canadian markets

+ US military sales

2016 2017 2020

2016 2017 2020

60%

64%

US military

46%

US private 9%

UK 10%

Germany 10%

Other countries

25%

CAGR

10%

CAGR

>15%

Further margin improvement

expected

+ Fixed manufacturing cost structure

to translate into margin growth

2016 2017 2020

~70%

DUKORAL®


DUKORAL®

+ For the prevention of diarrhea caused by Vibrio

cholera (cholera) and/or heat-labile toxin

producing enterotoxigenic Escherichia coli

(ETEC)1

+ In several markets, including EU, currently indicated

to protect against cholera only

+ Designed to protect adults and children from two

years of age who will be visiting endemic areas

Market potential

+ 363 million travelers to Asia/South America/Africa in 20152

+ Global Cholera/ETEC vaccines market valued at €283m3

+ Ongoing travel to risk regions, improved awareness and travel recommendation updates to drive growth

+ Canada, Sweden, Australia account for ~75% of Dukoral® sales

1 Indications differ by country - Please refer to Product / Prescribing Information (PI) / Medication Guide approved in your respective countries for complete information, incl. dosing,

safety and age groups in which this vaccine is licensed, ETEC = Enterotoxigenic Escherichia coli (E. Coli) bacterium. 2 UNWTO Tourism Highlights 2016; 3 ETEC/ Cholera = global

predicted demand, source: PATH/bvgh “The Case for Investment in ETEC vaccines”, March 2011 and VacZine Analytics TD 2011

The only cholera (ETEC1) vaccine available in EU, Canada & Australia

Commercial position

+ Only approved cholera vaccine available for

European, Canadian and Australian travelers

› WHO pre-qualification widely used in other

countries

› Asian manufacturers predominantly serve local

markets and primarily for cholera only

Canada is the biggest

contributor

Canada 54%

Nordics 16%

UK 7%

Other countries

23%

Gross margin

DUKORAL®


Excellent sales growth in key markets

Split of 2017 product sales

Further margin improvement

expected

+ Fixed manufacturing cost structure to

translate into volume leverage

effects

Sales expected to grow healthily

in 2018

+ Existing markets will remain key

+ Possible label extensions /

harmonization in the mid-term

46%

>46%

>55%

2016 2017 2020

CAGR

10-15%

DUKORAL® sales (in €m)

2016 2017 2020

24.6

CAGR

5-10%

28.5

2016 2017 2020

Double-digit sales growth in

2017 driven by

+ Increased market penetration in

Canada and the UK

2016 2017 2020


+ Positive Phase 1 initial results showed favorable safety

profile and encouraging immunogenicity for VLA15

+ FDA Fast Track Designation received in H2 2017

+ Preclinical data showed that the vaccine has the potential to

provide protection against the majority of Borrelia species

pathogenic for humans5

+ Phase 2 preparations and consultation processes

ongoing

+ Phase 2 initiation expected by end of year

+ Medical need for Lyme vaccine steadily increasing as

the disease footprint widens6

1 Company estimate supported by independent market studies; 2 Stanek et al. 2012, The Lancet 379:461–473; 3 As estimated by the CDC https://wwwnc.cdc.gov/eid/article/21/9/15-

0417_article; 4 Estimated from available national data. Number largely underestimated based on WHO Europe Lyme Report as case reporting is highly inconsistent in Europe and many LB

infections go undiagnosed; ECDC tick-borne-diseases-meeting-report; 5 http://www.plosone.org/article/info%3Adoi%2F10.1371%2Fjournal.pone.0113294; 6 New Scientist, Lyme disease is

set to explode and we still don’t have a vaccine; March 29, 2017 https://www.newscientist.com/article/mg23431195-800-lyme-disease-is-set-to-explode-and-you-cant-protect-yourself/

Positive Phase 1 initial data Acceleration towards Phase 2

+ Transmitted by Ixodes ticks2, causing Lyme

+ Most common vector borne illness in the Northern

Hemisphere (over 300,000 cases per year in US3 and at

least 200,000 cases per year in Europe4)

+ Delayed or inadequate treatment can lead to disabling

sequelae

Lyme disease

+ Only active clinical program, no

vaccine on the market

+ Multivalent, protein subunit-

based vaccine

+ Targets the outer surface protein

A (OspA) of Borrelia (proven

mode of action)

Valneva’s vaccine candidate

VLA15: the only Lyme disease vaccine in clinical development

Market potential of approximately €700m - €800m1

https://wwwnc.cdc.gov/eid/article/21/9/15-0417_article

http://www.plosone.org/article/info:doi/10.1371/journal.pone.0113294

https://www.newscientist.com/article/mg23431195-800-lyme-disease-is-set-to-explode-and-you-cant-protect-yourself/

VLA15 (Lyme): Phase 1 study

Conducted in 179 subjects in US and EU (www.clinicaltrials.gov, identifier NCT03010228):

Study primary endpoint met

+ Favorable safety profile

+ No safety concerns associated with VLA15 in any treatment group1

Encouraging immunogenicity with VLA15

+ VLA15 immunogenic in all doses and formulations

+ Good OspA-specific IgG antibody responses against all OspA serotypes 2

+ Clear dose responses seen between the lowest / higher doses, adjuvanted / non-adjuvanted

groups

+ Highest, adjuvanted dose group - Seroconversion Rates3 (SCR) from 71.4% to 96.4% for

different OspA serotypes4


Positive initial results reported Q1 2018

1 No differences in the safety profile were observed for the adjuvanted groups compared to the non-adjuvanted treatment groups.

2 IgG levels were substantially higher after three immunizations (Day 84) compared to after two (Day 56)

3 4-fold use against base-line

4 Preferred for further development / Further dose optimization will be considered.

http://www.clinicaltrials.gov/


+ Phase 1 initiated in March 2018 in the US

+ Long term protection shown in preclinical testing

› Data from non-human primates (NHP) show vaccine’s

good safety profile and its potential to provide long-term

protection after a single immunization4

+ Phase 1 to evaluate safety & immunogenicity in ~120

subjects and to confirm antibody persistence (≥6m) with

potential early indication of efficacy

+ Target populations include travelers, military personnel

and individuals at risk living in endemic regions

1 PAHA/WHO data: Number of reported cases of Chikungunya Fever in the Americas - EW 33 (August 19, 2016); 2 CHIKV LR2006-OPY1 infectious clone was attenuated by deleting large

part of gene coding nsP3 (alphavirus-replicase; 3 Hallengärd et al. 2013. J Virology 88:2858–2866; 4 Roques et al. 2017JCI Insight 2 (6): e83527

VLA1553 Phase 1 ongoing Phase 1 data expected by early 2019

VLA1553: Chikungunya vaccine candidate

A potential single-shot vaccine against a severe, growing threat

+ Transmitted by Aedes mosquitoes, causing

Chikungunya disease

+ Outbreaks in Asia, Africa & Europe, most recently spread to the Americas (> 180,000 reported cases in 2016) 1

+ Disease outbreak with high attack rates, up to 50% of those infected experience prolonged or long term symptoms

Chikungunya

+ Mosquito-borne viral disease caused by theChikungunya virus (CHIKV), a Togaviridae virus

+ Transmitted by Aedes mosquitoes

+ Causes clinical cases in 72-92% of infected humans who can develop serious, long-term health impairments1

+ Outbreaks in Asia, Africa, Europe & the Americas (as of 2017, > 1 million reported cases in the Americas)2

+ No preventive vaccines or effective treatments exist

+ Monovalent, single dose, live

attenuated prophylactic

vaccine3

+ Aims for long-lasting protection

of individuals > 1 year of age

+ Protective against various

CHIKV outbreak phylogroups &

strains3


VLA1553: Chikungunya vaccine candidate, Phase 1 study design

Blinded, randomized, dose-escalation study in ~120 participants



+ Pre-clinical testing demonstrated excellent purity, in-vivo neutralization and overall a biological, chemical and physical profile comparable to IXIARO®

+ Co-development deal with Emergent BioSolutions including opt-in post Phase 1 (in exchange for a €5m opt-in milestone payment; potential additional milestones of up to €44m* and royalties on future sales)

+ Phase 1 to evaluate safety and immunogenicity in ~65

subjects at different dose levels and schedules

+ Priority for people traveling to or living in endemic

regions, including potential preparedness for

stockpiling

+ Emergent is a strong partner for emergency stockpiling

1 https://www.cdc.gov/zika/transmission/index.html 2 http://www.who.int/mediacentre/factsheets/zika/en/ ; * Related to product development, approval, commercialization, and product sales,

and royalties on annual net sales

Phase 1 initiated in February 2018 Phase 1 data expected late 2018 / early 2019

Zika

+ Highly purified inactivated

whole-virus vaccine (PIV)

+ Developed using Valneva’s

proven and licensed

inactivated JE vaccine

platform


VLA1601: Zika vaccine candidate

Valneva and Emergent BioSolutions partnership

+ Zika is a mosquito-borne viral disease, a Flavivirustransmitted by Aedes mosquitoes1

+ Most common symptoms are flu-like symptoms lasting between two to seven days. No specific treatment available

+ Scientific consensus that Zika virus causes microcephaly / severe brain defects in newborns / Guillain-Barré syndrom2 in adults

http://www.who.int/mediacentre/factsheets/zika/en/

Agenda


2. Introduction

3. Company overview






9. Conclusion


Full Year 2017 Profit & Loss


* Calculated by excluding amortization, depreciation and impairments from the operating profit/loss

Strong sales and EBITDA performance

€m 12 months ended December 31

2017 2016

Revenues and grants 109.8 97.9

Cost of goods and services (46.0) (43.1)

R&D expenses (23.4) (24.6)

Distribution and marketing expenses (17.9) (16.6)

General and administrative expenses (15.5) (14.4)

Other income / (expense) (0.2) (0.5)

Amortization and impairment (10.7) (41.2)

OPERATING PROFIT/(LOSS) (4.0) (42.6)

Finance results and tax (7.5) (6.6)

LOSS FOR THE PERIOD (11.5) (49.2)

EBITDA* 10.8 2.8

Full Year Revenue analysis 2015 - 2017


€m

2015 2016 2017

2018

Guidance

Product sales revenues

IXIARO®/JESPECT® 30.6 53.0 60.0

DUKORAL® 21.0 24.6 28.5

Third party products 9.9 2.9 4.0

Total products 61.5 80.4 92.6 > 100

Other revenues 16.8 13.6 12.7

Grants / R&D tax credits 5.0 3.8 4.5

Total revenues & grants 83.3 97.9 109.8 110 - 120

Strong cash position at end 2017 boosted by positive cash flow


38.1 42.2

FY 2017 FY 2016

Cash (€m)

Net debt (€m) Operating cash-flow (€m)

Working capital (€m)

45.852.3

FY 2017 FY 2016

33.440.3

FY 2017 FY 2016

12.86.5

FY 2017 FY 2016

2018 Financial Outlook

Continued double-digit sales growth and positive EBITDA,

higher R&D investment driven by clinical development progression


Total revenues and grants were €109.8m in 2017. Other revenues, (including R&D tax credits, grants, service revenue, royalties) which tend to fluctuate from year to year, are expected

to bring the company’s overall revenue to between €110m and €120m for the year 2018.

Product sales

R&D investment

EBITDA

2017 Actual Growth2018 Outlook

€23.4m €30 – 35m N/A

€92.6m > €100m > 10%

€10.8m €5 – 10m N/A

Valneva 2018 – Exciting upcoming newsflow


+ Further product sales growth during the year

+ Lyme Phase 2 initiation expected by end of year

+ Execution of Chikungunya Phase 1 study in the US

+ Execution of Zika Phase 1 study in the US

+ New IXIARO® supply contract with US DoD expected in Q4

+ H1 results 2nd August

Agenda


2. Introduction

3. Company overview






9. Conclusion


Statutory and Consolidated financial statements 2017


Opinion from the Auditors

+ On the consolidated financial statements

(Excerpt of the Auditors report on the consolidated accounts, March 21, 2018)

“In our opinion, the consolidated financial statements give a true and fair view of the assets and

liabilities and of the financial position of the Group as of December 31, 2017 and of the results of its

operations for the year then ended in accordance with IFRSs as adopted by the European Union.”

+ On the statutory financial statements

(Excerpt of the Auditors report on the separate accounts, March 21, 2018)

“In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the

financial position of the Company as at December 31, 2017 and of the results of its operations for the

year then ended in accordance with French accounting principles.”

VALNEVA - Annual General Meeting 31

Related-party agreements and commitmentsExcerpt from the Statutory Auditors’ report

+ Agreements and commitments authorized during the year 2017

Management Agreement executed between Valneva SE and Mr. David Lawrence, Management Board member &

CFO (authorized by the Supervisory Board on August 1, 2017): Compensation and benefits granted by Valneva SE as from August 7, 2017.

Commitments authorized regarding compensation and benefits to be paid by Valneva SE in the event of work disability,

sickness, accident, termination of contract or change of position.

Amendment to the Management Agreement executed between Mr. David Lawrence, member of the Management

Board and CFO, and Valneva SE (authorized by the Supervisory Board on December 19, 2017): Effective since January 1, 2018.

Considering the distribution of Mr. Lawrence’s working time among Valneva SE and Valneva Austria GmbH, the structure of his

Management Agreements have been modified. The Management Agreement with Valneva Austria GmbH is terminated as of

December 31, 2017, while the compensation and benefits previously provided under this agreement are incorporated into the

Management Agreement executed between Mr. Lawrence and Valneva SE. The amendment also clarifies the situation

regarding travel expenses of Mr. Lawrence, vis-à-vis his travels between United-Kingdom and France.

Management Agreement executed between Mr. Wolfgang Bender, member of the Management Board and Chief

Medical Officer and Valneva SE (authorized by the Supervisory Board on August 1, 2017): Compensation and benefits granted by Valneva SE as from September 1, 2017.


sickness, accident, termination of contract or change of position

Reason for all these Management Agreements authorized in 2017: they have enabled to strengthen Valneva’s management team

with international leaders recognized in their field, who will be able to support the Group’s growth in accordance with its strategy.

June 28, 2018



+ Agreements and commitments authorized during the year 2017

Indemnities granted to Mr. Reinhard Kandera upon termination of his offices as Management Board member – Chief

Financial Officer of the Valneva Group (authorized by the Supervisory Board on February 22, 2017): Agreement executed on February 22, 2017.

States the compensation, expenses and benefits in kind for Mr Reinhard KANDERA upon termination of his offices as

Management Board member - CFO of the Valneva Group.

The commitments incurred for Mr. Reinhard Kandera in the context of his Termination Agreement allowed organizing the

Management Board member - CFO’s departure, under conditions which best preserve the interests of the Company,

Commitments authorized in relation to M David LAWRENCE, member of the Management Board and Chief Financial Officer,

regarding compensation and benefits to be paid by Valneva Austria GmbH in the event of termination of his contract or

change of position (authorized by the Supervisory Board on August 1, 2017 – Management Agreement completed through

an Addendum effective as from December 20, 2017, then terminated December 31, 2017 through Termination Agreement,

all authorized by the Supervisory Board on December 19, 2017): Specifies the compensation and benefits to be received by Mr. David Lawrence from Valneva GmbH in the event of termination

of his contract or change of position.

Commitments authorized in relation to M Wolfgang BENDER, member of the Management Board and Chief Medical Officer,

regarding compensation and benefits to be paid by Valneva Austria GmbH in the event of termination of his contract or

change of position (authorized by the Supervisory Board on August 1, 2017): States the compensation and benefits to be received by Mr. Wolfgang Bender from Valneva GmbH in the event of termination

of his contract or change of position.

June 28, 2018

Pursuant to the law, we inform you that the prior authorization above given by the Supervisory Board on August 1, 2017 did not provide

for compliance with performance conditions and as a result did not include reasons justifying the interest of the commitment in the

company’s interest as required by Article L. 225-86 of the French Commercial Code (Code de commerce). However, we specify that at its

March 20, 2018 meeting, the Supervisory Board provided for compliance with performance conditions and justified the commitment as

follows. This agreement has enabled to strengthen Valneva’s management team with international leaders recognized in their field, who

will be able to support the Group’s growth in accordance with its strategy.


+ Agreements and commitments approved in previous years and continued in 2017

Agreement with Franck Grimaud, member of the Management Board and Deputy Chief Executive Officer

(authorized by the Supervisory Board on June 25, 2015): Specify the compensation and benefits to be received by Mr. Franck Grimaud from the end of the Annual General Meeting

called in 2016.


sickness, accident, termination of contract or change of position.

Commitments authorized in relation to M Thomas Lingelbach, Chairman of the Management Board, regarding

compensation and benefits to be paid by Valneva Austria GmbH in the event of termination of his contract or change

of position (authorized by the Supervisory Board on June 25, 2015): Specify the compensation and benefits to be received by Mr. Thomas Lingelbach from Valneva Austria GmbH in the event of

termination of his contract or change of position.

Commitments authorized in relation to M Reinhard KANDERA, member of the Management Board, regarding

compensation and benefits to be paid by Valneva Austria GmbH in the event of termination of his contract or change

of position (authorized by the Supervisory Board on June 25, 2015): Specify the compensation and benefits to be received by Mr. Reinhard Kandera from Valneva Austria GmbH in the event of

termination of his contract or change of position. Agreement terminated on April 30, 2017 following Mr. Kandera’s departure

from the Group.

Agreements with Groupe Grimaud La Corbière SA, a shareholder with more than 10% of the voting rights

(authorized by the Supervisory Board on March 20, 2013 and on June 10, 2010): Guarantees on loans taken out by the Company.

June 28, 2018


Agenda


2. Introduction

3. Company overview






9. Conclusion


IMPORTANT NOTE:

Some of the resolutions shown on the following slides have been summarized. For

the full text and for voting purposes, please refer to Valneva’s website

www.valneva.com or to the print-outs that have been distributed.

The English resolutions and their English summary are free translations. In the event

of a discrepancy between the French and English versions, the full French text shall

prevail.

VALNEVA - Annual General Meeting 35June 28, 2018

http://www.valneva.com/

Resolution 1 - Approval of the statutory financial statements for the year ended

December 31, 2017

The Shareholders, acting in accordance with the quorum and majority voting requirements applicable to

Ordinary General Meetings of Shareholders, after having reviewed the separate financial statements and

the reports of the Management Board, the Supervisory Board and the Joint Statutory Auditors, hereby

approve the separate financial statements for the year ended December 31, 2017 as presented, as well

as the transactions reflected in these financial statements or summarized in these reports, showing a loss

of fifteen million two hundred seventy-six thousand seven hundred forty-one euros and fifty-four cents

(€15,276,741.54).

In accordance with article 223 quarter of the French General Tax Code, the Shareholders hereby approve

the aggregate amount of the non-deductible expenses and charges referred to in Article 39-4 of the

French Tax Code, which amounted to seven thousand four hundred and thirty euros (€7,430) for the fiscal

year 2017. No tax charge is incurred as a result of these non-deductible expenses and charges.


Resolution 2 - Approval of consolidated financial statements for the year ended

December 31, 2017


Ordinary General Meetings of Shareholders, after having reviewed the consolidated financial statements

and the reports of the Management Board, the Supervisory Board and the Statutory Auditors, hereby

approve the annual parent-company financial statements for the year ended 31 December 2017 as

presented, as well as the transactions reflected in these financial statements or summarized in these

reports, showing a loss of eleven million four hundred eighty-one thousand five hundred ninety-four euros

and three cents (€11,481,594.03).



Ordinary General Meetings, after having reviewed the reports of the Management Board, the Supervisory

Board and the Statutory Auditors, grant full and unconditional discharge to the members of the

Management Board and the Supervisory Board for the performance of their duties for the period ended

December 31, 2017.


Resolution 3 - Discharge of Management Board and Supervisory Board

members for the performance of their duties


Ordinary General Meetings, resolve to allocate to retained earnings (accumulated deficit) or the total loss

of fifteen million two hundred seventy-six thousand seven hundred forty-one euros and fifty-four cents

(€15,276,741.54) for the period ended December 31, 2017. After appropriation of this amount, the

"accumulated deficit" will be accordingly increased from minus €88,923,025.66 to minus

€104,199,767.20.

The Shareholders note for the record, pursuant to article 243 bis of the French General Tax Code, that no

dividend has been distributed over the last three financial years.


Resolution 4 - Appropriation of earnings for the year ended December 31, 2017

The Shareholders, acting in accordance with the quorum and majority requirements applicable to

Ordinary General Meetings, after having reviewed the Statutory Auditors’ special report on the regulated

agreements and commitments referred to in articles L. 225-86 et seq. of the French Commercial code,

including the commitments referred to in articles L. 225-90-1 of the French Commercial code, approve

said report and the agreements and commitments mentioned therein, including the agreements entered

into with Groupe Grimaud La Corbière SA and authorized prior in previous financial years and remaining

in force in the year under review.


Resolution 5 - Approval of regulated agreements and commitments governed

by articles L. 225-86 et seq. of the Commercial code, entered into with Groupe

Grimaud La Corbière SA


Ordinary General Meetings, after having reviewed the Statutory Auditors’ special report on the regulated

agreements and commitments referred to in articles L. 225-86 et seq. of the French Commercial code,

including the commitments referred to in articles L. 225-90-1 of the French Commercial code, approve

said report and the agreements and commitments mentioned therein, including the agreements

authorized prior in previous financial years and remaining in force in the year under review but excluding

the agreements referred to in the fifth resolution.


Resolution 6 - Approval of other regulated agreements and commitments

governed by articles L. 225-86 et seq. of the Commercial code


Ordinary General Meetings, after considering the Report by the Supervisory Board on the Corporate

Governance dated March 20, 2018, approve the principles and criteria for setting, allocating and granting

fixed, variable and special compensation making up the total compensation and benefits of any kind

attributable to the Chairman and the members of the Management Board on the basis of their office, as

presented in Section 6.1 of the said Report (Section B of the Company's Registration Document for the

fiscal year 2017).


Resolution 7 - Approval of the principles and criteria for setting, allocating and

granting fixed, variable and special compensation making up the total

compensation and benefits of any kind granted to the Chairman and the

members of the Management Board


Ordinary General Meetings, after considering the Report by the Supervisory Board on the Corporate

Governance dated March 20, 2018, approve the principles and criteria for setting, allocating and granting

fixed, variable and special compensation making up the total compensation and benefits of any kind

attributable to the Chairman and the members of the Supervisory Board on the basis of their office, as

presented in Section 6.1 of the said Report (Section B of the Company's Registration Document for the

fiscal year 2017).


Resolution 8 - Approval of the principles and criteria for setting, allocating and

granting fixed, variable and special compensation making up the total

compensation and benefits of any kind granted to the Chairman and the

members of the Supervisory Board


Ordinary General Meetings and with article L. 225-100 of the French Commercial code, after considering

the Report by the Supervisory Board on the Corporate Governance dated March 20, 2018, approve the

fixed, variable and special compensation making up the total compensation and benefits of any kind paid

or granted to Mr. Thomas Lingelbach, Chairman of the Management Board, in respect of the financial

year ended December 31, 2017, as presented in Section 6.2.1 of the said Report (Section B of the

Company's Registration Document for the fiscal year 2017).


Resolution 9 - Approval of the fixed, variable and special compensation making

up the total compensation and benefits of any kind paid or granted to Mr.

Thomas Lingelbach, Chairman of the Management Board, in respect of the

financial year ended December 31, 2017





or granted to the members of the Management Board (other than the Chairman) in respect of the financial

year ended December 31, 2017, as presented in Section 6.2.1 of the said Report (Section B of the

Company's Registration Document for the fiscal year 2017).


Resolution 10 - Approval of the fixed, variable and special compensation

making up the total compensation and benefits of any kind paid or granted to

the members of the Management Board (other than the Chairman) in respect of

the financial year ended December 31, 2017





or granted to Mr. Frédéric Grimaud, Chairman of the Supervisory Board, in respect of the financial year

ended December 31, 2017, as presented in Section 6.2.2 of the said Report (Section B of the Company's

Registration Document for the fiscal year 2017).


Resolution 11 - Approval of the fixed, variable and special compensation

making up the total compensation and benefits of any kind paid or granted to

Mr. Frédéric Grimaud, Chairman of the Supervisory Board, in respect of the

financial year ended December 31, 2017

The Company may, during a period of 18 months as from this Meeting:

+ buy-back its own shares up to a maximum of 5% of the share capital, at a price per share not

exceeding €10;

+ sell, assign or transfer all or part of the shares so acquired; or

+ cancel said shares by reducing the share capital (within the limit of 5% of the Company's share capital

per 24-month period).

For any purposes authorized by law, including the following:

+ ensuring market liquidity through a liquidity contract;

+ remitting such shares as payment or in exchange as part of financial transactions;

+ implementing obligations, in particular by remitting shares pursuant to the exercise of rights attached to

securities giving access the Company's shares;

+ cancelling acquired shares;

+ covering share option plans for employees or corporate officers.

The maximum amount of funds earmarked for this program is set at 15 million euros.

This authorization supersedes the unsused portion of any prior authorization having the same purpose.


Summary of resolution 12 - Authorization and powers to be given to the

Management Board for the purpose of allowing the Company to make

transactions on its own shares


Ordinary General Meetings, after having reviewed the report of the Management Board, decide to move

the Company’s registered office from World Trade Center Lyon - Tour Oxygène, 10-12 Boulevard Marius

Vivier Merle, 69003 Lyon, to 6 rue Alain Bombard, 44800 Saint-Herblain, with effect as from July 1, 2018.

Consequently, article 4, paragraph 1 of the Company’s Articles of Associations is amended as follows,

with effect as from July 1, 2018:

« Article 4 - Registered office

The registered office of the Company is located at 6 rue Alain Bombard, 44800 Saint-Herblain. ».

All other provisions of article 4 of the Company’s Articles of Association remain unchanged.


Resolution 13 - Change of registered office

The Shareholders authorize the Management Board, for a period of eighteen months from this

meeting, to cancel, at its sole discretion, on one or more occasions, any Company shares acquired by

the Company, including preferred shares and up to a maximum of 10% of the Company’s share capital

per 24-month period, and to reduce the share capital by the corresponding amount.

This authorization supersedes and cancels any prior authorization having the same purpose.


Summary of resolution 14 - Authorization granted to the Management Board to

cancel treasury shares

The Shareholders:

+ delegate to the Management Board, for a maximum period of 26 months from this Meeting, the power

to decide to carry out increases in capital by issuing ordinary shares or any securities giving access to the

capital of the Company;

+ decide that the nominal amount of increases may not exceed an aggregate amount of four million five

hundred thousand euros (€ 4,500,000);

+ decide that shareholders may exercise their preferential rights to subscribe for ordinary shares and

securities on the basis of revocable entitlement (à titre réductible);

+ decide that the securities giving access to shares in the Company thereby issued may consist of debt

security or may be associated with the issue of such securities, or allow the issue thereof as intermediate

securities. The maximal nominal amount of debt securities thereby issued cannot exceed a hundred and

twenty-five million euros (€125,000,000);

+ resolve that, unless otherwise authorized by the General Meeting, this delegation of authority shall be

suspended if a third party files a proposed public offering to acquire the Company's shares;

+ delegate all powers to the Management Board to set the issue price and conditions, the amount of the

issue, and the date of record and to proceed with the listing of the securities to be issued;

+ note that this delegation automatically entails, in favour of the owners of securities giving access to the

capital of the Company, a waiver by the shareholders of their preferential right to subscribe for shares to

which these securities could give a right.


Summary of resolution 15 - Granting of authority to the Management Board to

increase the share capital by issuing ordinary shares or any securities giving

access to the capital while maintaining the preferential subscription right

The Shareholders:

+ decide to delegate to the Management Board, for a maximum period of twenty-six months from this

Meeting, its power to decide to carry out increases in capital by the issuing of ordinary shares of the

Company or of any securities giving access to the capital of the Company;

+ decide that the total nominal amount of increases cannot exceed a maximum aggregate amount

excluding issue premium of four million euros (€4,000,000);

+ decide that the Company may carry out capital increases through public offerings of its shares;

+ decide to cancel shareholders’ preferential right to subscribe for shares and securities giving access to

the capital; allowing the Management Board the possibility to grant the shareholders a subscription

priority period;

decide that the securities giving access to shares in the Company thereby issued may consist of debt

security or may be associated with the issue of such securities, or allow the issue thereof as intermediate


twenty-five million euros (€125,000,000);

+ decide that the issue price of new shares will be determined by the Management Board;


suspended if a third party files a proposed public offering to acquire the Company's shares.

+ note that this delegation automatically entails, in favour of the owners of securities giving access to the

capital of the Company, a waiver by the shareholders of their preferential right to subscribe for shares to

which these securities could give a right.



increase the capital by issuing ordinary shares and all securities conferring

rights to the capital, through a public offering, canceling preferential

subscription rights, while including an option for a priority period

The Shareholders:

+ delegate to the Management Board, for a maximum period of twenty-six months from this Meeting, its

power to decide to carry out increases in capital by the issuing of ordinary shares or of securities giving

access to the capital, through a private placement;

+ decide that the total amount of such capital increases may not exceed the maximum amount provided

for by applicable regulation, that is 20% of the capital per year;

+ decide to cancel shareholders’ preferential right;

+ decide that the securities giving access to shares in the Company thereby issued may consist of debt

securities or be linked to the issuing of such securities, or enable the issue thereof as intermediate


twenty five million euros (€ 125,000,000);

+ decide that the issue price of new shares will be set by the Management Board;


suspended if a third-party files a proposed public offering to acquire the Company's shares;

+ note that this delegation of power automatically entails, in favour of the owners of securities giving

access to the capital, a waiver by shareholders of their preferential right to subscribe for shares to which

these securities could give a right.



increase the share capital by issuing shares and/or securities giving present

and/or future access to the Company's share capital through private placement,

with cancellation of preferential subscription rights

The Shareholders:

+ resolve, in accordance with the provisions of article L. 225-135-1 of the French Commercial code, to

grant the Management Board, for a period not exceeding twenty-six (26) months from the date of this

Meeting, authority to decide to increase the number of securities to be issued for each issuance carried

out pursuant to resolutions fifteen, sixteen and seventeen, within thirty (30) days of the closing of the

subscription period, up to the limit of 15% of the initial issue and at the same price as that decided for the

initial issue;

+ resolve that, unless otherwise authorized by the General Meeting beforehand, this delegation of

authority shall be suspended as from the date of the filing by a third party of a proposed public offering to

acquire the Company's shares and until the end of this offering period; and

+ resolve that the nominal amount of the share capital increases that may be carried out under this

delegation will be credited against the maximum nominal amount set out in the resolution pursuant to

which the issue is decided, and against the aggregate nominal capital increase ceiling set under

resolution twenty-two.


Resolution 18 - Granting of authority to the Management Board to increase the

number of securities to be issued in connection with a share capital increase

with or without preferential subscription right, up to the limit of 15% of the initial

issue

The Shareholders:

+ resolve, in accordance with the provisions of L. 225-129-2 of the French commercial code, to grant the

Management Board, for a period not exceeding twenty-six (26) months from the date of this meeting,

authority to proceed with one or more capital increases, by capitalizing reserves, earnings, additional

paid-in capital or other eligible amounts, whether in the form of the grant of new restricted shares to be

issued or by increasing the par value of existing shares, or a combination thereof;

+ resolve that the overall nominal amount of increases in share capital carried out immediately or in the

future pursuant to this resolution may not under any circumstances exceed a total of four million five

hundred thousand euros (€ 4,500,000).

+ resolve that, as applicable, in accordance with the provisions of article L. 225-130 of the French

Commercial code, the resulting fractional rights shall not be negotiable and the corresponding shares

shall be sold;

+ resolve that, except subject to prior authorization by the General Meeting, this delegation of authority

shall be suspended as from the date of the filing by a third party of a proposed public offering to acquire

the Company's shares and until the end of this offering period.


Summary of resolution 19 - Granting of authority to the Management Board in

order to increase the share capital through the capitalization of reserves,

earnings or premium

The Shareholders:

+ authorize the Management Board, with the ability to subdelegate under the conditions stipulated by law,

to set the price of an increase of the Company’s capital, decided under the preceding resolutions sixteen

and/or seventeen under the following conditions: the issue price must not be lower than the weighted

average share price on Euronext Paris, calculated over a period of between three (3) and ninety (90)

consecutive trading days preceding the setting of the issue and possibly reduced by a maximum of fifteen

percent (15%) if the Management Board so decides;

+ resolve that the maximum nominal amount of capital increases which may be carried out immediately or

in the future, under this delegation may not exceed ten percent (10%) of the Company's share capital,

within the limit of the maximum increase in capital provided for under resolution sixteen, or according to

the case, resolution seventeen;

+ resolve that, unless otherwise authorized by the General Meeting, this authorization shall be suspended

if a third party files a proposed public offering to acquire the Company's shares;

+ resolve that this delegation of authority shall be valid for twenty-six (26) months from the date of this

meeting.


Summary of resolution 20 - Granting of authority to the Management Board in

order to implement the issue of Company ordinary shares and/or securities

giving immediate and/or later access to the capital of the Company with

cancellation of preferential subscription rights, and to set the issue price in

accordance with the rules set by the General Meeting up to a limit of 10% of the

share capital per year

The Shareholders:

+ authorize the Management Board to increase the share capital by the issuance of shares and/or

securities giving immediate and/or future access to the capital of the Company as consideration for

contributions in kind granted to the Company and consisting of equity securities or other securities giving

access to the capital, within the limit of 10 % of the share capital;

+ resolve to cancel the preferential subscription rights of the shareholders to securities covered by this

resolution;

+ set the duration of the authorization provided for under this resolution at twenty-six (26) months from

the date of this resolution;

+ grant all powers to the Management Board, that it may further delegate under the conditions provided

for by law, to implement this delegation and in particular to:

o establish the list of equity shares or securities tendered and determine the amount, characteristics,

terms and conditions of the issue, the share exchange rate;

o recognize the completion of the contribution and charge all costs, expenses and fees to the premium;

o duly record completion of the capital increase and make the corresponding amendments to the

Articles of Association.


suspended if a third party files a proposed public offering to acquire the Company's shares.



increase the share capital by issuing shares and/or securities giving immediate

and/or future access to the capital of the Company, in consideration for

contributions in kind for equity securities or other securities giving access to

the capital, with cancellation of preferential subscription rights

The Shareholders, acting in accordance with the conditions of quorum and majority that apply at

Extraordinary Shareholders Meetings, after having reviewed the Management Board report, and subject

to the adoption of resolutions fifteen to twenty-one:

+ resolve that the maximum aggregate amount of capital increases that may be carried out, with

immediate effect or in the future, under resolutions fifteen to twenty-one, may not exceed four million five

hundred thousand euros (€4,500,000), it being specified that to this maximum aggregate amount will be

added the supplementary amount of shares or securities to be issued for the purposes of any

adjustments to be made in accordance with applicable legal or regulatory provisions and, if applicable,

with contractual provisions providing for other forms of adjustment, in order to preserve the rights of the

holders of securities or other rights giving immediate and/or future access to the capital of the Company;

+ duly note for the record that, in accordance with the provisions of article L. 225-129-2, subsection 2 of

the French Commercial code, the delegations of authority granted to the Management Board under

resolutions fifteen to twenty-one and this resolution shall replace and render null and void, only for the

future and for the portion not yet used, the authority having the same purpose granted by resolutions

nineteen to twenty-four of the Combined Extraordinary and Ordinary General Meeting of the Company of

June 29, 2017.


Resolution 22 - Maximum aggregate amount of capital increases

The Shareholders:

+ authorize the Management Board, for a period of 38 months, to issue stock options, up to 4% of the

share capital, for the benefit of employees and corporate officers of the Company and its subsidiaries;

+ decide that the subscription price will not fall short of 100% of the average of the last daily price of the

Company’s ordinary shares over the 20 trading days immediately preceding the Management Board’s

decision;

+ note that this decision entails a waiver of preferential subscription rights;

+ give all authority to the Management Board to set the terms and conditions of the plans, including the

lists of beneficiaries, increase the share capital and carry out all relevant formalities.

This authorization replaces the authorization given by resolution thirty-one of the General Meeting dated

June 30, 2016.


Summary of resolution 23 - Granting of authority to the Management Board for

the purpose of granting stock options, through one or more issues, for the

benefit of employees and/or corporate officers of the Company and its affiliates,

entailing waiver by shareholders of their preferential subscription right

The Shareholders resolve, subject to approval of resolution 25, to issue 57,500 detachable equity

warrants of the Company (“BSA 29”).

+ Form: Registered

+ Term : 5 years

+ Freely transferable

+ Issue price: 10% of volume-weighted average price of ordinary shares over the 20 days preceding

the grant date

+ Conversion ratio: 1 BSA 29 = 1 new ordinary share

+ Exercise price = ninety per cent (90%) of the volume-weighted average price of the Company’s

ordinary share for the twenty (20) trading day period immediately preceding the grant date of the BSA

29 by the Management Board

The Shareholders give all powers to the Management Board to implement this decision, and in

particular to:

+ set the final terms and conditions for issuing and exercising the BSA 29 equity warrants according to

the criteria set forth in this resolution and notably determine the exercise periods;

+ increase the share capital by a maximum amount of €8,625, by issuing no more than 57,500 new

shares.

Unless otherwise authorized by the General Meeting, this delegation of authority shall be suspended if

a third party files a proposed public offering to acquire the Company's shares.


Summary of resolution 24 - Issue of equity warrants

The Shareholders, acting in accordance with the conditions of quorum and majority that apply at

Extraordinary General Meetings, after having reviewed the report of the Management Board and the

Statutory Auditors' special report, and subject to adoption of resolution twenty-four, decide:

+ in accordance with the provisions of article L. 225-138 of the French Commercial code, to cancel the

preferential subscription right of shareholders to the issue of BSA 29 equity warrants for the benefit of

categories of persons having the following characteristics:

o natural persons who are not employees of the Company and are members of the Company’s

Supervisory Board;

+ to delegate to the Management Board, for a period of eighteen (18) months from the present Meeting,

responsibility for drawing up, on one or more occasions, the list of grantees in the categories defined

above and the number of BSA 29 equity warrants to be allotted to each of them;

+ that the Management Board will report to the next Ordinary General Meeting of the Company on the

final conditions for issuing the BSA 29 equity warrants in a supplementary report to be certified by the

Statutory Auditors.


Resolution 25 - Cancellation of preferential subscription rights for the benefit of

selected categories of persons

The Shareholders:

+ resolve in accordance with the provisions of article L. 225-129-6 of the French commercial to reserve

for the benefit of employees of the Company a capital increase through the issue of shares in accordance

with the provisions of Articles L. 3332-18 et seq. of the French labor code;

+ delegate to the Management Board all authority to proceed, within a maximum period of twenty-six (26)

months from the date of the shareholders' meeting, with a capital increase for a maximum nominal

amount of one hundred thousand euros (€100,000), in one or more tranches, through the issue of cash

shares reserved for employees participating in a company savings plan to be established by the company

and carried out in accordance with the provisions of Articles L. 3332-18 et seq. of the French labor code;

+ resolve to cancel shareholders’ preferential subscription rights to such new shares in favor of

employees of the Company or companies and groups affiliated thereto, within the meaning of article L.

225-180 of the French commercial code;

The Management Board shall determine the shares’ issue price in accordance with article L. 3332-19 of

the French Labor Code.

Unless otherwise authorized by the General Meeting, this delegation of authority shall be suspended if a

third party files a proposed public offering to acquire the Company's shares.

The Management Board recommends that this resolution be rejected.


Summary of resolution 26 - Granting of authority to the Management Board for

the purpose of deciding to carry out a capital increase reserved for employees

The Shareholders grant all powers to the holder of an original copy, an excerpt or a copy of these minutes

certified as authentic to carry out all necessary processes, filings and formalities or as required by

operation of law.


Resolution 27 - Powers for formalities

Agenda


2. Introduction

3. Company overview






9. Conclusion

June 28, 2018 63VALNEVA - Annual General Meeting

Thank you.