DBV Technologies S.A.

Société anonyme

177 - 181, avenue Pierre Brossolette

92120 MONTROUGE

___________________________________

Statutory auditors' special report on regulated agreements

Shareholders' Meeting held to approve the financial statements for the year ended December 31, 2023

KPMG SA

Tour EQHO

2, Avenue Gambetta - CS 60055 92066 Paris-La Défense Cedex S.A. au capital de 5 497 100 € 775 726 417 RCS Nanterre

Société de Commissariat aux Comptes inscrite

à la Compagnie Régionale de Versailles et du Centre

Deloitte & Associés

6, place de la Pyramide

92908 Paris-La Défense Cedex

S.A.S. au capital de 2 188 160 €

572 028 041 RCS Nanterre

Société de Commissariat aux Comptes inscrite à la Compagnie Régionale de Versailles et du Centre

DBV Technologies S.A.

Société anonyme

177 - 181, avenue Pierre Brossolette

92120 MONTROUGE

_______________________________

Statutory auditors' special report on regulated agreements

Shareholders' Meeting held to approve the financial statements for the year ended December 31, 2023

_______________________________

This is a free translation into English of the statutory auditors' special report on regulated agreements issued in the French language and is provided solely for the convenience of English speaking readers. This report on regulated agreements should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. It should be understood that the agreements reported on are only those provided by the French Commercial Code and that the report does not apply to those related party transactions described in IAS 24 or other equivalent accounting standards.

To the DBV Technologies S.A. Shareholders' Meeting,

In our capacity as Statutory Auditors of your Company, we hereby report to you on regulated agreements.

The terms of our engagement require us to communicate to you, based on information provided to us, the principal terms and conditions of those agreements brought to our attention or which we may have discovered during the course of our audit, as well as the reasons justifying that such agreements are in the Company's interest, without expressing an opinion on their usefulness and appropriateness or identifying other such agreements, if any. It is your responsibility, pursuant to Article R.225-31 of the French Commercial Code (code

de commerce), to assess the interest involved in respect of the conclusion of these agreements for the purpose of approving them.

Our role is also to provide you with the information stipulated in Article R.225-31 of the French Commercial Code relating to the implementation during the past year of agreements previously approved by the Shareholders' Meeting, if any.

We conducted the procedures we deemed necessary in accordance with the professional guidelines of the French National Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) relating to this engagement. These procedures consisted in agreeing the information provided to us with the relevant source documents.

1 - AGREEMENTS SUBMITTED TO THE APPROVAL OF THE SHAREHOLDERS' MEETING

We hereby inform you that we have not been advised of any agreements that were authorized and executed during the year to be submitted to the approval of the Shareholders' Meeting in accordance with Article L.225- 38 of the French Commercial Code.

2 - AGREEMENTS PREVIOUSLY APPROVED BY THE SHAREHOLDERS' MEETING

Agreements approved in previous years with no continuing effect during the year

We have been informed of the following agreements, previously approved by Shareholders' Meetings of previous years, which had no continuing effect during the year.

  1. Registration Rights Agreement between Baker Bros. Advisors LP and DBV Technologies, authorized by the Board of Directors on March 20, 2018

In connection with the issue on March 20, 2018, the Company entered into a registration rights agreement with Baker Bros., pursuant to which Baker Brothers is entitled to rights with respect to the registration under the Securities Act of ordinary shares and ADSs issuable upon the exercise or conversion of any other securities (whether equity, debt or otherwise) owned or subsequently acquired by Baker Brothers.

Company involved:Baker Bros. Advisors LP

Persons involved: entities affiliated with Baker Bros. Advisors LP, or Baker Brothers (entity relating to Michael Goller, director)

Terms and conditions:

  • These rights include demand registration rights and piggyback registration rights. At the request of Baker Bros. Advisors LP, the Company would be required and should do its very best to file a registration statement covering the registration of Ordinary Shares, including in the form of American Deposit Share (ADS), for sale to the public;
  • Should the Company register its securities on its own behalf or on behalf of other security holders, under certain circumstances, more than six months following the completion of the Global Offering, Baker Brothers would be entitled to include its Ordinary Shares or ADS in such registration. Subject to certain exceptions, the Company and the underwriters may limit the number of Ordinary Shares or ADS 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 Global Offering;
  • All fees, costs and expenses of underwritten registrations would be borne by DBV Technologies and all selling expenses, including underwriting commissions, would be borne by Baker Brothers.

This agreement was authorized by the Board of Directors' meeting of March 20, 2018.

  1. Compensation for the dismissal or non-renewal of the Chief Executive Officer, Mr. Daniel Tassé

On November 14, 2018, the Board of Directors authorized the principle of payment, subject to conditions, of a severance package for the dismissal or non-renewal of the term of office of the Chief Executive Officer, whatever the reason for the termination of duties.

Person involved: Mr. Daniel Tassé (Chief Executive Officer since November 29, 2018).

Term and conditions: the severance package will be paid in the event of termination of the duties of Mr. Daniel Tassé as Chief Executive Officer provided all the following criteria are met:

  • Viaskin Peanut is approved in a major market,
  • Construction of an EPIT pipeline with 3 ongoing clinical trials,
  • Six-monthcash runway as defined by the last quarter of spend on the day of severance.

The agreement provides that compliance with these performance conditions shall be established by the Board of Directors prior to any payment and that the amount to be paid in the event of termination without cause or for good reason shall be equal to the equivalent of 18 months of gross salary plus the fully paid bonus. These severance payments would be made over 12 months in the event of termination without cause or for good reason other than a change of control, or as a lump sum, in the event of termination without cause or for good reason relating to a change of control.

It should be noted that this commitment is undertaken in the Company's interests and is a condition upon which the beneficiary agreed to his duties.

This agreement was authorized by the Board of Directors on November 14, 2018, and the application terms and conditions were approved by the Board of Directors on December 12, 2018.

Paris-La-Défense, March 7, 2024

The Statutory Auditors

KPMG S.A.

Deloitte & Associés

Cédric ADENS

Hélène DE BIE

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DBV Technologies SA published this content on 26 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2024 15:01:27 UTC.