DBV Technologies S A : AGM 2021 – US Proxy Statement

DBV Technologies S.A.

Proxy Statement for the

2021 Annual Combined General Meeting of Shareholders

Dear Fellow Shareholders,

DBV Technologies was founded on the belief that children with food allergies, their families, and the allergists who treat them, need and deserve multiple treatment options. We believe that our lead product candidate, Viaskin Peanut, has a profile that is important to many families and allergists, and our primary goal is its potential approval in the United States and European Union.

The first half of 2020 was a challenging time for us as we navigated the U.S. regulatory pathway for Viaskin Peanut. When we began the year in January, the Biologic License Application (BLA) for Viaskin Peanut, which we had submitted and filed in 2019, was under review with the Food and Drug Administration (FDA). On March 16, 2020, the FDA contacted DBV to inform us that it was cancelling the Advisory Committee for Viaskin Peanut and that, during its ongoing review of the BLA, it had identified questions regarding efficacy, including the impact of patch-site adhesion.

By May 2020, DBV was facing an uncertain regulatory path for Viaskin Peanut and operating in an industry and world upended by the global COVID-19 pandemic. Although DBV had provided adhesion data to the FDA to potentially supplement the Viaskin Peanut BLA, and our FDA target action date of August 5, 2020 remained unchanged, we began to plan for scenarios other than a timely Viaskin Peanut approval. We considered all realistic alternative regulatory scenarios and each one resulted in a significant delay to the transformation of DBV from a clinical-stage biotechnology company to a commercial-stage one with healthy product revenues.

Chief Executive Officer Daniel Tassé recognized that DBV would likely encounter significant financial pressure in the near-term with limited ability to responsibly raise the additional capital necessary for DBV to remain a competitive and viable clinical-stage company. In June, and after several meetings, Daniel and the Board of Directors made the very difficult and necessary decision to reduce the size of DBV and the scope of its operations to maximize the length of time that DBV's cash could support its operations. On June 26, 2020, DBV initiated a global cost-containment program that included pausing several programs, suspending several activities, shifting selected functions to external business partners, and reducing the workforce. A corporate restructuring is always a difficult and complex process. However, DBV emerged a leaner organization with greater financial flexibility, all critical functions retained, high quality teams, and a cash position that is expected to support DBV operations into the second half of 2022.

On August 3, 2020, DBV received a Complete Response Letter from the FDA regarding the BLA for Viaskin Peanut. The FDA indicated it could not approve the Viaskin Peanut BLA in its current form and identified several issues, including their concern regarding the impact of patch-site adhesion on efficacy. The DBV executive management team, supported by a comprehensive working group of internal and external experts, immediately began crafting a plan to address the FDA's concerns and clarify a clinical and regulatory path forward for Viaskin Peanut in the United States. We submitted the plan to the FDA in the fourth quarter of 2020, and in January 2021, the FDA provided clear guidance on a well-defined path forward for a modified Viaskin Peanut. I am very pleased to report that DBV continues to make significant progress, in dialogue with the FDA, in advancing the clinical and regulatory development plan for a modified Viaskin Peanut.

I am also pleased to report that the European Medicines Agency (EMA) review of the Marketing Authorization Application (MAA) for Viaskin Peanut is progressing according to our expectations and consistent with our pre-filing exchanges with the EMA. In the fourth quarter of 2020, DBV submitted the MAA, and the EMA confirmed the application was sufficiently complete to begin their review. We expect to provide further updates as the EMA's review progresses.

Looking ahead to 2021 and beyond, I believe DBV is strongly positioned for the future. We remain steadfast in our commitment to bring Viaskin Peanut to potential approval in the United States and European Union, and we are driven every day by our foundational belief that children with food allergies, their families, and the allergists who treat them, need and deserve multiple treatment options.

Sincerely,

/s/ Michel de Rosen Michel de Rosen

April 26, 2021

DBV Technologies S.A.

177-181 Avenue Pierre Brossolette

92120 Montrouge France

NOTICE OF ANNUAL COMBINED GENERAL MEETING OF SHAREHOLDERS

To Be Held at 2:00 p.m. Paris Time on Wednesday, May 19, 2021

To Shareholders of DBV Technologies S.A.:

The 2021 Annual Combined General Meeting of Shareholders (the "Annual General Meeting") of DBV Technologies S.A. (the "Company"), a French société anonyme, will be held on Wednesday, May 19, 2021 at 2:00 p.m. Paris time at the Company's headquarters located at 177-181 Avenue Pierre Brossolette, 92120 Montrouge, France* in closed session without the physical presence of shareholders and other persons entitled to attend in accordance notably with Article 4 of Order No. 2020-321 of March 25, 2020 (as amended and extended by Order No. 2020-1497 of 2 December 2020 and Decree no. 2021-255 of 9 March 2021) to consider the following actions, as more fully described in the accompanying proxy statement:

Within the authority of the Ordinary Shareholders' Meeting:

1. Approval of the annual financial statements for the year ended on December 31, 2020,
2. Approval of the consolidated financial statements for the year ended on December 31, 2020,
3. Allocation of income for the year ended on December 31, 2020,
4. Allocation of the accumulated deficit to the "Additional paid-in capital",
5. Statutory auditors' special report on regulated agreements and acknowledgement of the absence of new regulated agreements,
6. Renewal of the term of office of Julie O'Neill as director,
7. Renewal of the term of office of Viviane Monges as director,
8. Appointment of Ms. Adora Ndu to replace Mr. Torbjörn Bjerke as director,
9. Appointment of Mr. Ravi Rao as director,
10. Ratification of the provisional appointment of Timothy E. Morris as director,
11. Determination of the annual fixed sum to be allocated to the members of the Board of Directors,
12. Approval of the compensation policy for the Chairman of the Board of Directors and for the Board members,
13. Approval of the compensation policy for the Chief Executive Officer and/or any other executive corporate officer,
14. Advisory opinion on the compensation of named executive officers other than the Chief Executive Officer,
15. Advisory opinion on the opportunity to consult shareholders each year on the compensation paid by the Company to named executive officers other than the Chief Executive Officer,
16. Advisory opinion on the opportunity to consult shareholders every two years on the compensation paid by the Company to named executive officers other than the Chief Executive Officer,
17. Advisory opinion on the opportunity to consult shareholders every three years on the compensation paid by the Company to named executive officers other than the Chief Executive Officer,
18. Approval of the information set out in section I of Article L.22-10-9 of the French Commercial Code,
19. Approval of the fixed, variable and non-recurring components of overall compensation and benefits of all types paid or assigned during the year ended to Michel de Rosen, Chairman of the Board of Directors,