GeNeuro : 2022 Universal Registration Document

To the Board of Directors of GeNeuro SA

Chemin du Pré-Fleuri 3 1228 Plan-les-Ouates Switzerland

28 April 2023

Dear Sirs,

We hereby give our consent to the inclusion or, as applicable, incorporation by reference in the Universal Registration Document (Document d'Enregistrement Universel) dated 28 April 2023 and filed by GeNeuro SA with the Autorité des Marchés Financiers ("AMF") of:

• our auditors' report dated 28 April 2023 on the consolidated financial statements of GeNeuro SA as of and for the year ended 31 December 2022 included in section 18.3.1 of the Universal Registration Document, in the form and context in which it is included, as shown in the enclosed proof of the Universal Registration Document which we have signed for identification;
• our auditors' report dated 28 April 2023 on the financial statements of GeNeuro SA as of and for the year ended 31 December 2022 included in section 23 of the Universal Registration Document, in the form and context in which itis included, as shown in the enclosed proof of the Registration Document which we have signed for identification;
• our auditors' report dated 28 April 2023 on the remuneration report of GeNeuro SA for the year ended 31 December 2022 included in section 13.5 of the Universal Registration Document, in the form and context in which it is included, as shown in the enclosed proof of the Registration Document which we have signed for identification;

This letter is provided solely for the use of GeNeuro SA for the purpose of enabling the Chief Executive Officer and Chief Financial Officer of GeNeuro SA to comply with article 212-15 of the Règlement général of the AMF in connection with the Universal Registration Document of GeNeuro SA approved by the AMF and may not be provided to any third party without our written consent. In this respect however, we consent that this letter be provided to the AMF in accordance with article 212-15 of the Règlement général, on the understanding that we accept no additional or new responsibility or liability toward sthe AMF or towards any other third party to whom this letter may be provided or into whose hands it may come.

In giving this consent we have performed the procedures required by ISA 720 - The Auditor's Responsibility Relating to Other Information in Documents Containing Audited Financial Statements, issued by the International Auditing and Assurance Standards Board in connection with the Universal Registration Document.

Yours faithfully,

PricewaterhouseCoopers SA

Luc Schulthess	Adelina Todorova
Licensed audit expert
Auditor in charge

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A Swiss joint stock company (société anonyme) with share capital of 1,249,951.40 Swiss francs

Registered and principal office: 3 chemin du Pré-Fleuri - 1228 Plan-les-Ouates - Geneva - Switzerland

CHE-112.754.833Registre du commerce (commercial register) of Geneva

2022

UNIVERSAL REGISTRATION DOCUMENT

including the Annual Financial Report

This Universal Registration Document was filed on April 28, 2023 with the Autorité des marchés financiers ("AMF") as competent authority under Regulation (EU) 2017/1129, without prior approval in accordance with Article 9 of the said Regulation.

This Universal Registration Document may be used for the purpose of an offer to the public of securities or the admission of securities to trading on a regulated market if it is supplemented by a securities note and, if applicable, by a summary and any amendments made to the Universal Registration Document. These documents are being together approved by the AMF in accordance with Regulation (EU) 2017/1129.

Copies of this Universal Registration Document are available at no cost at the headquarters of GeNeuro SA (3 chemin du Pré-Fleuri - 1228 Plan-les-Ouates / Geneva - Switzerland), as well as electronically on the GeNeuro website (www.geneuro.com) or on the AMF website (www.amf-france.org).

Luc Schulthess	Adelina Todorova
Licensed audit expert
Auditor in charge
Geneva, Switzerland, April 28 2023

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GeNeuro SA - 2022 Universal Registration Document

GENERAL OBSERVATIONS

Unless otherwise indicated, in this universal registration document (the "Universal Registration Document") the terms "Company" or "GeNeuro" mean GeNeuro SA and the term "Group" means the Company and its subsidiaries GeNeuro Innovation SAS ("GeNeuro Innovation"), in France.

This Universal Registration Document was prepared pursuant to Annex 1 and Annex 2 of the delegated regulation (EU) 2019/980 of the Commission of 14 March 2019 which complements Regulation (EU) 2017/2019 of the European Parliament and Counsel and, pursuant to article 19 of the Regulation (EU) 2017/1129, incorporates by reference (i) the Company's consolidated financial statements for the year ended December 31, 2021, prepared in accordance with IFRS, and the auditors' report related thereto presented in section 18.3 of the Universal Registration Document filed with the AMF on April 27, 2022 and (ii) the Company's consolidated financial statements for the year ended December 31, 2020, prepared in accordance with IFRS, and the auditors' report related thereto presented in section 18.3 of the Universal Registration Document filed with the AMF on April 30, 2021.

This Universal Registration Document contains statements about the Group's objectives. These statements are sometimes identified by the use of the future tense, the conditional tense, and expressions with forward-looking character, such as "think," "has as an objective," "expects," "intends," "should," "with the ambition of," "consider," "believe," "wish," "could," etc. This information is based on data, assumptions, and estimates considered reasonable by the Company. They may change or be changed because of uncertainties related to any business as well as to the economic, financial, competitive and regulatory environment.

Furthermore, the achievement of the Group's objectives assumes the success of its strategy, which is set forth in Section 5.1.2 of the Universal Registration Document. The Company can make no commitment or give any assurance that the objectives set forth in this Universal Registration Document will be achieved.

Investors are urged to give consideration to the risk factors set forth in Chapter 3 "Risk Factors" of this Universal Registration Document before making their investment decision. The occurrence of such risks could have a negative effect on the Group's business, financial condition, results of operations, or prospects. Furthermore, other risks, not presently identified or not considered material by the Company, could have the same negative effect, and investors could lose all or part of their investment.

This Universal Registration Document also contains information about the markets in which the Group competes, some of which information was obtained from sources external to the Company. Unless otherwise indicated, the information relating to the markets in which the Group competes or its competitive position contained in this Universal Registration Document comes from the Company's internal estimates. These internal estimates are based on reports of analysts, specialized studies, industry publications, any and all information published by market survey companies, and public and governmental sources, as well as internal knowledge of the market by the Company. Even though such information is considered reliable, it has not been independently verified by the Company. Furthermore, in light of the very rapid changes occurring in France, in the world, and in the industry in which the Group competes, it is possible that such information may prove erroneous or not be up to date. The Group's business, accordingly, could evolve in a different way from the one described in this Universal Registration Document. The Company has not committed or agreed to publish any update of the information contained herein, except in connection with any legal or regulatory obligation that may apply to it.

A glossary that contains definitions of certain technical terms used in this Universal Registration Document, as well as an index of abbreviations used, are set forth in Appendix of this Universal Registration Document.

A reconciliation table with the Annual Financial Report is located at the end of this Universal Registration Document.

This Universal Registration Document has been prepared on the basis of the Company's annual consolidated financial statements for the financial years ending December 31, 2021 and 2022.

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GeNeuro SA - 2022 Universal Registration Document

		TABLE OF CONTENTS
CHAPTER 1.	PERSONS RESPONSIBLE FOR THIS UNIVERSAL REGISTRATION DOCUMENT	6
1.1	Person Responsible For The Universal Registration Document	6
1.2	Certificate Of The Person Responsible For The Universal Registration Document	6
1.3	Information From Third Parties, Experts' Statements or Reports	6
1.4	Declaration relating to the registration document	6
1.5	Person Responsible For The Financial Information	6
1.6	Indicative Timetable for Financial Communication	6
CHAPTER 2.	STATUTORY AUDITORS OF THE FINANCIAL STATEMENTS	7
2.1	Principal Statutory Auditor	7
2.2	Subsidiary Statutory Auditor	7
CHAPTER 3.	RISK FACTORS	8

3.1 Risks Related To The Development and Potential Future Commercialization of The Group's Product

	Candidates	9
3.2	Risks Related To The Company's Financial Situation and Capital Needs	16
3.3	Risks Related To The Company, Its Operations and Organization	20
3.4	Risks Related To The Company's Dependency on Third Parties	21
3.5	Risks Relating To The Company's Intellectual Property Rights	23
CHAPTER 4. INFORMATION ABOUT THE COMPANY AND THE GROUP	25
4.1	History And Development Of The Company And The Group	25
CHAPTER 5. DESCRIPTION OF THE GROUP'S BUSINESS	30
5.1	General Presentation	30
5.2	Temelimab: Clinical Development as of the Date Hereof	37
5.3	Continued Clinical Development in MS	50
5.4	Long-COVID	50
5.5	The HERV Platform in other indications	52
5.6	Research And Development and Intellectual Property	58
5.7	Organization of the Company	76
5.8	Material Events having an Impact on the Information set forth in Sections 5.1 to 5.3	78

5.9 Degree of the Company's Dependence on Patents, Licenses, Manufacturing and Commercial or Financial

	Agreements or new Manufacturing Processes	78
5.10	Factual Basis for any Statement by the Company about its Competitive Position	78
5.11	Investments	78
CHAPTER 6. ORGANIZATION CHART	79
6.1	Organization	79
6.2	Subsidiaries And Equity Stakes	79
6.3	Restructurings	79
CHAPTER 7. ANALYSIS OF FINANCIAL CONDITION AND RESULTS	80
7.1	Financial Condition	80
7.2	Comparison Of The Financial Statements For The Two Years Ended December 31, 2022 and 2021	84
7.3	Group's Market Risks	89
CHAPTER 8. CASH AND EQUITY	90
8.1	Information About Equity, Liquidity, And Sources Of Funds	90
8.2	Description Of The Group's Cash Flows	92
8.3	Borrowing Conditions And Financing Structure	93

8.4 Information About Any Restriction On The Use Of Funds Significantly Influencing, Or Potentially Influencing,

	The Group's Business, Directly Or Indirectly	93
8.5	Sources Of Funds Expected For Future Investments	93
8.6	Off-Balance Sheet Commitments	94
CHAPTER 9. REGULATORY ENVIRONMENT	95
9.1	In the United States	95
9.2	In the European Union	101
9.3	Registration procedures outside of Europe and the United States	102
9.4	Reimbursement	102
9.5	Other Healthcare Laws and Compliance Requirements in the United States	104
9.6	Data protection Rules in Europe	105
CHAPTER 10. INFORMATION ON TRENDS	106

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GeNeuro SA - 2022 Universal Registration Document

10.1

Recent Changes Since The End Of Financial Year 2022

106

10.2 Known Trends, Uncertainties, Requests For Commitment Or Event Reasonably Likely To Influence The

	Company's Prospects	106
CHAPTER 11.	FORECASTS OR ESTIMATES OF PROFIT OR LOSS	107
CHAPTER 12.	ADMINISTRATIVE, MANAGEMENT, SUPERVISORY, AND SENIOR MANAGEMENT BODIES	108
12.1	Members Of The Administration, Management, And Supervisory Bodies	108
12.2	Conflicts Of Interest In The Administration, Management, And Supervisory Bodies	114
CHAPTER 13.	COMPENSATION AND BENEFITS	115

13.1 Compensation And Benefits Of Any Kind Granted To Executive Officers And Members Of The

Administrative, Management, And Supervisory Bodies

115

13.2 Amounts Provisioned By The Company And Its Subsidiary For Payment Of Pensions, Retirement, Or Other

	Benefits To Executives	119
13.3	Loans And Guarantees Granted To Executives	119
13.4	Legal Framework Relating To Compensation	120
13.5	2022 Remuneration Report	124
CHAPTER 14. OPERATION OF ADMINISTRATION AND MANAGEMENT BODIES OF THE COMPANY	133
14.1	Organization And Operation Of The Company's Management And Administrative Bodies	133

14.2 Agreements Between Members Of Administration Or Management Bodies And The Company Or Any Of

	Its Subsidiaries		135
14.3	Operation Of Committees		135
14.4	Statement Regarding Company Governance		138
14.5	Internal Control And Company Governance		140
CHAPTER 15. EMPLOYEES		142
15.1	Human Resources		142
15.2	Profit Sharing And Participation Of Employees		142
CHAPTER 16. PRINCIPAL SHAREHOLDERS		143
16.1	Identification Of Shareholders		143
16.2	Shareholder Voting Rights		144
16.3	Shareholders' Agreements, Lock-Up Obligations, And Concerted Action	144
16.4	Control Of The Company		144
16.5	Agreements That Could Cause A Change Of The Company's Control	144
CHAPTER 17. TRANSACTIONS WITH RELATED PARTIES		145
17.1	Intragroup Agreements		145
17.2	Transactions With Related Parties		145
17.3	Special Reports Of Auditors		145
CHAPTER 18. INFORMATION REGARDING THE COMPANY'S	ASSETS,	FINANCIAL SITUATION AND
	RESULTS		146
18.1	Historical Financial Information		146
18.2	Pro Forma Financial Information		146
18.3	Financial Statements		146
CHAPTER 19. ADDITIONAL INFORMATION		187
19.1	Equity Capital		187
19.2	Articles Of Association		189
CHAPTER 20. MATERIAL AGREEMENTS		195
CHAPTER 21. DOCUMENTS AVAILABLE TO THE PUBLIC		196
CHAPTER 22. INFORMATION ON INVESTMENTS		196
CHAPTER 23. ANNUAL ACCOUNTS FOR THE YEAR ENDED DECEMBER 31, 2022	197
CHAPTER 24. RESOLUTIONS TO BE SUBMITTED TO THE	JUNE 14,	2023,	ANNUAL GENERAL
	SHAREHOLDERS' MEETING		214
Appendix	.................................................................................................................................................................		215
Annual Financial Report Cross-reference Table		217

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GeNeuro SA - 2022 Universal Registration Document