Dbv Technologies SA

1. 1

   Approval of the annual financial statements for the year ended December 31, 2025

   ManagementBoard: FOR

   Adopt the Company’s statutory (French GAAP) annual financial statements for 2025 showing a loss of €123,018,389.41.

2. 2

   Approval of the consolidated financial statements for the year ended December 31, 2025

   ManagementBoard: FOR

   Adopt the Company’s consolidated financial statements for 2025 showing losses of USD (146,946,904.70) (US GAAP) and USD (147,156,369.31) (IFRS).

3. 3

   Allocation of income for the year ended December 31, 2025

   ManagementBoard: FOR

   Allocate the Company’s net loss for 2025 (€123,018,389.41) to accumulated deficit.

4. 4

   Allocation of the accumulated deficit to the 'Additional paid-in capital

   ManagementBoard: FOR

   Charge €190,148,327.46 of retained earnings to additional paid-in capital, reducing that account accordingly.

5. 5

   Statutory auditors’ special report on regulated agreements

   ManagementBoard: FOR

   Approve the statutory auditors’ special report on related-party agreements (regulated agreements).

6. 6

   Renewal of the term of office of KPMG, as statutory auditor

   ManagementBoard: FOR

   Renew KPMG S.A. as statutory auditor for a six-year term expiring in 2032.

7. 7

   Ratification of the provisional appointment of Ms. Philina Lee, as director

   ManagementBoard: FOR

   Ratify the Board’s provisional October 30, 2025 appointment of Philina Lee as director, filling vacancy until 2028.

8. 8

   Renewal of Mr. Michael J. Goller, as director

   ManagementBoard: FOR

   Re-elect Michael J. Goller as director for a three-year term to expire in 2029.

9. 9

   Renewal of Mr. Daniel Tassé, as director

   ManagementBoard: FOR

   Re-elect Daniel Tassé as director for a three-year term to expire in 2029.

10. 10

    Renewal of Ms. Maïlys Ferrère, as director

    ManagementBoard: FOR

    Re-elect Maïlys Ferrère as director for a three-year term to expire in 2029.

11. 11

    Approval of the information set out in section I of Article L.22-10-9 of the French Commercial Code on the compensation of corporate officers for the year 2025

    ManagementBoard: FOR

    Approve the required disclosure information regarding corporate officers’ compensation for 2025 (Article L.22-10-9 I disclosures).

12. 12

    Approval of the fixed, variable and non-recurring components of overall compensation and benefits of all types paid or assigned during the year ended December 31, 2025, to Mr. Michel de Rosen, Chairman of the Board of Directors

    ManagementBoard: FOR

    Approve the fixed, variable and non-recurring compensation components paid or awarded to Michel de Rosen for 2025.

13. 13

    Approval of the fixed, variable and non-recurring components of overall compensation and benefits of all types paid or assigned during the year ended December 31, 2025, to Mr. Daniel Tassé, Chief Executive Officer

    ManagementBoard: FOR

    Approve the fixed, variable and non-recurring compensation components paid or awarded to Daniel Tassé for 2025.

14. 14

    Advisory opinion on the compensation of named executive officers other than the Chief Executive Officer

    ManagementBoard: FOR

    Non-binding advisory (say‑on‑pay) vote to approve compensation of named executive officers other than the CEO for 2026.

15. 15

    Increase of the total remuneration (annual budget) allocated to Directors

    ManagementBoard: FOR

    Increase the annual aggregate amount allocated to directors from €900,000 to €1,150,000 to implement revised director compensation structure.

16. 16

    Approval of the compensation policy for the Chairman of the Board of Directors for the year ending December 31, 2026

    ManagementBoard: FOR

    Ex‑ante approval of the Chairman’s compensation policy for 2026 as described in Annex B.

17. 17

    Approval of the compensation policy for the Directors for the year ending December 31, 2026

    ManagementBoard: FOR

    Ex‑ante approval of the Directors’ compensation policy for 2026 as described in Annex B.

18. 18

    Approval of the compensation policy for the Chief Executive Officer and Deputy Chief Executive Officer for the year ending December 31, 2026

    ManagementBoard: FOR

    Ex‑ante approval of the CEO and Deputy CEO compensation policy for 2026 as described in Annex B.

19. 19

    Authorization to be granted to the Board of Directors to buy back Company shares on the Company’s behalf pursuant to Article L.22-10-62 of the French Commercial Code

    ManagementBoard: FOR

    Authorize the Board to repurchase up to 5% of share capital over 18 months for liquidity, hedging, employee plans, cancellation and other lawful purposes, with a max price €25 per share and overall ceiling €370,053,000.

20. 20

    Delegation to be granted to the Board of Directors to reduce the share capital by cancellation of shares pursuant to Article L.22-10-62 of the French Commercial Code

    ManagementBoard: FOR

    Authorize the Board to cancel repurchased shares up to 10% of share capital in any 24‑month period over 18 months.

21. 21

    Delegation of authority to be granted to the Board of Directors to issue ordinary shares and/or equity securities giving access to other equity securities or to the allocation of debt securities and/or securities giving access to ordinary shares with preferential subscription rights

    ManagementBoard: FOR

    Grant the Board broad authority (26 months) to issue shares or securities with preemptive rights to existing shareholders, up to an aggregate nominal amount of €29,604,244 and debt up to €200,000,000.

22. 22

    Delegation of authority to be granted to the Board of Directors to issue ordinary shares and/or equity securities giving access to other equity securities or to the allocation of debt securities, and/or securities giving access to equity securities to be issued, without preferential subscription rights, by means of a public offer (excluding the offers set out in paragraph 1 of Article L.411-2 of the French Monetary and Financial Code), and/or as consideration for securities in the context of a public exchange offer

    ManagementBoard: FOR

    Authorize the Board (26 months) to issue shares/securities without preemptive rights through a public offering (excluding certain offers), with pricing not lower than specified formula and aggregate caps tied to Resolution 31.

23. 23

    Delegation of authority to be granted to the Board of Directors to issue ordinary shares and/or equity securities giving access, as the case may be, to equity securities or to the allocation of debt securities (of the Company or a group company), and/or securities giving access to ordinary shares (of the Company or a group company), without preferential subscription rights, by means of a public offer referred to in paragraph 1 of Article L.411-2 of the French Monetary and Financial Code

    ManagementBoard: FOR

    Authorize the Board (26 months) to issue securities without preemptive rights via a public offering referred to in Article L.411-2(1) (typical underwritten public offerings), subject to pricing floors and aggregate caps.

24. 24

    Delegation of powers to be granted to the Board of Directors to issue ordinary shares and/or equity securities giving access to other equity securities or to the allocation of debt securities and/or securities giving access to ordinary shares, without preferential subscription rights in favor of one or more persons specifically designated by the Board of Directors

    ManagementBoard: FOR

    Authorize the Board (18 months) to issue shares/securities without preemptive rights reserved for specifically designated persons, with pricing floor (closing price less up to 10% discount) and aggregate caps.

25. 25

    Delegation of authority to be granted to the Board of Directors to issue ordinary shares, giving, if applicable, access to ordinary shares or the allocation of debt securities (of the Company or a group company) and/or securities giving access to ordinary shares (of the Company or a group company), without preferential subscription rights in favor of a category of persons meeting specified characteristics

    ManagementBoard: FOR

    Authorize the Board (18 months) to issue shares/securities without preemptive rights reserved for specified categories of investors (strategic, biotech investors, service providers), with pricing floor and aggregate caps.

26. 26

    Delegation of authority to be granted to the Board of Directors to issue ordinary shares to be issued immediately or in the future by the Company, without preferential subscription rights in favor of a category of persons meeting specified characteristics within the framework of an equity financing agreement on the United States stock market known as 'At-The-Market Offering' or 'ATM Program

    ManagementBoard: FOR

    Authorize the Board (18 months) to issue ADS/Ordinary Shares via an ATM program on US markets, without preemptive rights, with pricing floors (last close or VWAP less up to 15%) and aggregate caps.

27. 27

    Delegation of authority to be granted to the Board of Directors, in the case of a capital increase with existing shareholders’ preferential subscription rights maintained or waived, to increase the number of shares to be issued in the event of excess demand for subscriptions

    ManagementBoard: FOR

    Grant the Board (26 months) the customary 15% over-allotment (greenshoe) option for applicable capital increases to cover excess demand.

28. 28

    Delegation to be granted to the Board of Directors to increase the capital by means of the issue of ordinary shares and/or securities giving access to the capital, up to the limit determined by applicable laws and regulations, in consideration for contributions in kind of securities or securities giving access to the capital

    ManagementBoard: FOR

    Authorize the Board (26 months) to issue shares/securities in consideration for contributions in kind (e.g., share-for-share transactions) up to 20% of capital, subject to statutory auditor reports and caps.

29. 29

    Delegation of authority to be granted to the Board of Directors to decide on any merger-absorption, demerger, or partial contribution of assets

    ManagementBoard: FOR

    Delegate authority (26 months) to the Board to decide and set terms for mergers, demergers or partial contributions of assets, facilitating external growth transactions.

30. 30

    Delegation of authority to be granted to the Board of Directors to issue ordinary shares giving, as the case may be, access to ordinary shares or to the allocation of debt securities (of the Company or of a Group company), and/or securities giving access to ordinary shares (of the Company or of a Group company), in the context of an operation of merger, demerger or partial contribution of assets decided by the Board of Directors pursuant to the delegation referred to in the twenty-ninth resolution

    ManagementBoard: FOR

    Authorize the Board (26 months) to issue shares/securities as consideration in mergers, demergers or asset contributions decided under Resolution 29, up to 10% of capital and debt limits.

31. 31

    Overall limit on the maximum authorized amounts set under the resolutions 22nd, 23rd, 24th, 25th, 26th, 28th and 30th

    ManagementBoard: FOR

    Set aggregate nominal cap of €29,604,244 (≈100% of capital) for issues under Resolutions 22–26, 28 and 30; set debt cap €200,000,000.

32. 32

    Delegation of authority to be granted to the Board of Directors to increase the capital by means of the incorporation of reserves, profits and/or premiums

    ManagementBoard: FOR

    Authorize the Board (26 months) to increase capital by capitalization of reserves/premiums (bonus share issuance) up to €14,802,122 (≈50% of capital).

33. 33

    Delegation of authority to be granted to the Board of Directors to increase the share capital by the issue of ordinary shares and/or securities granting access to the capital, without preferential subscription rights in favor of the members of a company savings plan pursuant to Articles L. 3332-18 et seq. of the French Labor Code

    ManagementBoard: FOR

    Authorize the Board (26 months) to issue shares/securities reserved for employees under a company savings plan, up to 2% of share capital, with discounted pricing mechanics in line with law.

34. 34

    Delegation of authority to be granted to the Board of Directors to issue warrants (BSA), subscription and/or acquisition of new and/or existing warrants (BSAANE) and/or subscription and/or acquisition of new and/or existing redeemable warrants (BSAAR) without preferential subscription rights in favor of a category of persons

    ManagementBoard: FOR

    Authorize Board (18 months) to grant various warrants (BSA/BSAANE/BSAAR) to directors, employees, consultants and others, up to 0.5% of capital, with exercise pricing floor and waiver of preemptive rights.

35. 35

    Authorization to be granted to the Board of Directors to allocate for free existing and/or to be issued shares to employees and/or certain corporate officers of the Company

    ManagementBoard: FOR

    Authorize Board (18 months) to grant free shares to employees and eligible corporate officers, up to 9.5% of share capital, with minimum one-year vesting and holding rules.

36. 36

    Authorization to be granted to the Board of Directors to grant share subscription and/or purchase options (stock options) to members of staff and/or certain corporate officers of the Company or related companies or economic interest groups

    ManagementBoard: FOR

    Authorize Board (18 months) to grant stock options to employees and eligible officers, up to 9.5% of share capital, with exercise price floor (20-day average), 10-year option term, and waiver of preemptive rights.

37. 37

    Overall limit on the maximum authorized amounts set under the resolutions thirty-fifth and thirty-sixth

    ManagementBoard: FOR

    Set combined cap of 9.5% of share capital for share allocations under Resolutions 35 (free shares) and 36 (options).

38. 38

    Ratification of the amendment to Article 18 and Article 21 of the Company’s bylaws

    ManagementBoard: FOR

    Ratify Board amendment of Articles 18 and 21 of the bylaws to align with French decree n°2026-94 regarding the Ordinary Share Record Date and related procedural changes.

39. 39

    Amendment to Article 15 of the Company’s bylaws to set the age limit for the Chief Executive Officer at 70 years

    ManagementBoard: FOR

    Add an age limit for CEO: no person 70 or over may be appointed CEO; if the CEO reaches 70 during the term, duties cease at the end of the Ordinary General Meeting approving the financial statements for that year.

40. 40

    Powers to complete formalities

    ManagementBoard: FOR

    Grant powers to bearer of minutes to carry out filings, publications and formalities following the Meeting.

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When is the Dbv Technologies SA 2026 annual meeting?

Dbv Technologies SA (DBVT) holds its 2026 annual shareholder meeting on Wednesday, June 3, 2026.

What is the record date for the Dbv Technologies SA 2026 meeting?

The record date for the Dbv Technologies SA 2026 meeting is Wednesday, May 27, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Dbv Technologies SA's 2026 meeting?

The board is presenting 4 director nominees at the Dbv Technologies SA 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Dbv Technologies SA 2026 meeting?

Shareholders will vote on 40 proposals at the Dbv Technologies SA 2026 meeting, each tagged with who proposed it and the board's recommendation.