valneva annual general meeting · vaccines & diagnostics germany + vice president global...

Annual General Meeting

June 25, 2015

Disclaimer

Valneva – Annual General Meeting 2

June 2015

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It may be difficult for you to enforce your rights and any claim you may have

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This presentation includes only summary information and does not purport to be

comprehensive. Any information in this document is purely indicative and has no

contractual value. Such information is subject to modification at any time, including

as a result of regulatory changes, changes affecting your company or changes

with respect to market conditions.

1. Preliminary formalities

2. Introduction

3. Company overview

4. 2014 business highlights & recent newsflow

5. Valneva 2014 financials & outlook

6. Answers to written questions

7. Auditors ‘ reports

8. Presentation and discussion of resolutions; voting

9. Conclusion

Table of contents

June 2015 VALNEVA – Annual General Meeting 3

Introduction

4 VALNEVA – Annual General Meeting June 2015

Trust! Team!


2. Introduction

3. Company overview






9. Conclusion

Table of contents

June 2015 Valneva – Annual General Meeting

5

Preliminary formalities

Valneva – Annual General Meeting

6 June 2015

+ Attendance sheet

+ Agenda

+ Validation of the Quorum

+ AGM committee appointment

+ Documents filed with the AGM committee


2. Introduction

3. Company overview






9. Conclusion

Table of contents


7

About Valneva

European Vaccines Biotech company with global

reach developing, manufacturing and commercializing

innovative vaccines to protect people from life-

threatening infectious diseases.

Independent, publicly listed S.E. with ambition to grow

to become the single largest, stand-alone vaccines

company beside the big 4.

Long-term shareholders support strategy to become a

profitable, fully integrated player beyond the four

dominating Pharma companies.


We have already proven success on our strategic pillars:

In-house developed product

+

Acquired products

Own R&D to licensure

+

Partnered programs

Global partnering

+

Competence leveraging

Commercialized Vaccines Technologies & Services Vaccines candidates 1 2 3

Vaccine market

Global trends drive the continued growth of the vaccine market

9

1 Vaccines overview Marketed Drugs, Datamonitor 2013, Visiongain 2011

Market development1 ($bn)

30.2 33.6

38.7 42.9

48.0 53.1

57.5 61.8

66.7 72.0

77.9

85.0

2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022

Market expected to grow with a CAGR of 9.9% to $85bn in 2022

Key Market drivers

June 2015 VALNEVA – Annual General Meeting

Health economics increase focus on prevention of

diseases (instead of treatment)

Growing target population due to increasing mobile

lifestyles

Ageing population

Long product life and limited generic competition

High potential for vaccination in emerging markets

Increased prevention awareness resulting in a

higher vaccination rate

Vaccine market Valneva is a pure-player targeting the lucrative market segment of specialised

vaccines

10

[conclusion]

+ ~70% of global sales are divided amongst 5 major players*

+ ~30% of global sales are primarily generated by players with:

+ Specialized portfolios

+ Focus on limited geographies / local markets

Market segmentation1 Valneva’s position

+ Vaccines within big pharma organizations require

commercial scale to get:

+ Necessary focus

+ Investments and subsequent growth

+ Creates opportunities for focused players that target the

‘high-margin/small-volumes’ segment, often neglected by big

pharma

+ Those players can unlock the further growth potential of

such assets by increased attention and focused strategic

investments

+ Valneva is well positioned to play a prominent role in this

segment

June 2015 VALNEVA – Annual General Meeting

1 Global revenues of 2012, World Vaccines Market 2012-2011

* GSK, Novartis, Sanofi Pasteur, Merck and Pfizer

Big Pharma*

70%

Other Players

30%

Opportunity for mid-size pure-play companies with a

specialised portfolio and a global focus

Companies following Valneva’s strategy in the past have

proven to be successful and often became cornerstones for

big pharma’s entering or expanding the prevention field

+ Number of ordinary shares*: 74,663,099

+ Market cap: ~ EUR 300M (June 22, 2015)

+ ISIN: FR0004056851

+ Shareholder Structure*:

Free Float1

Bpifrance Participations

Groupe Grimaud

Management & employees

+ Created in May 2013 through the merger of

Vivalis SA and Intercell AG; expanded its

business by acquiring a commercial product

from Crucell/Janssen in February 2015

+ Focus on development, manufacturing and

commercialization of vaccines

+ Incorporated in Lyon, France

+ Approximately 400 employees

+ Principal sites in:

- Vienna, Austria

- Nantes, France

- Solna, Sweden

- Livingston, Scotland

+ Listed on NYSE Euronext Paris and Vienna

Stock Exchange

Valneva SE company overview

A European biotech company focused on vaccines development &

commercialization

VALNEVA – Annual General Meeting 11

Corporate profile Stock information

* Excluding 17.8m preferred shares which convert into approximately 9.4m ordinary shares following approval of the Pseudomonas vaccine candidate

1.0%

16.2%

70.8% 10.0%

2.0% Other

registered

shareholders

June 2015

1 other shareholders with up to 5%

Valneva’s management team

Dedicated and committed to the future growth of Valneva

VALNEVA – Annual General Meeting 12

Thomas Lingelbach

President and Chief Executive Officer,

Président du Directoire

+ CEO of Intercell since 2011

+ Managing Director for Novartis

Vaccines & Diagnostics Germany

+ Vice President Global Industrial

Operations Chiron Vaccines

+ More than 25 years of experience in

Pharma/Vaccine industry

Franck Grimaud

Deputy CEO,

Directeur Général

+ CEO and co-founder of Vivalis since 1999

+ Formerly responsible for Groupe Grimaud’s

development in China, Malaysia and Thailand

+ 22 years professional experience in Life Science

industries and Business Development

Reinhard Kandera

Chief Financial Officer,

Directeur Financier

+ CFO of Intercell since 2009

+ Formerly at Deutsche Bank

+ 18 years professional experience

in Finance and Life Science

industries

June 2015

Valneva builds on commercial revenues and R&D upside

VALNEVA – Annual General Meeting 13 June 2015

COMMERCIAL R&D AND TECHNOLOGIES

Japanese Encephalitis

Vaccine (JEV)

Cholera (ETEC)

Vaccine Ph I / II

Research &

pre-clinical Ph II / III

Pseudomonas

Clostridium Difficile

Lyme/Borreliosis

Cell-based platform EB66®

IC31® adjuvant

Vaccines research & laboratory services

Third party products

distribution Nordics

EUR 10.8 m (2014)

EUR 28.1 m (2014) EUR 25.6 m (2014)

* viral / travel

New targets*

http://patentdocs.typepad.com/.a/6a00d83451ca1469e2013486203300970c-pi

http://www.farvet.com/

http://patentdocs.typepad.com/.a/6a00d83451ca1469e2013486203300970c-pi

http://www.farvet.com/

Valneva’s Strategy Valneva’s strategy is to grow revenues through marketed products as well as

existing and future technology and product partnering licenses and deals,

and to invest into vaccines development

Medium-term objective Options articulated to reach this objective

+ Maximising the value from existing commercial vaccines

+ Developing in-house clinical candidates to their next value

inflection points and new vaccines to market

+ Leveraging the potential of its main technology platforms

(EB66®, IC31® adjuvant) internally or through commercial

collaborations

+ Improving the financial performance by focusing on selected

development programs and targeting the profitability of each

business line

+ Complementing its existing value proposition with additional,

marketed vaccines (“roll-up” strategy)

Financial

Self Sustainability

VALNEVA – Annual General Meeting

14 June 2015

Valneva takes direct control over marketing and distribution of IXIARO® Significant improvement of sales margin and profitability

June 2015 15

Valneva terminates the IXIARO®-related Marketing & Distribution agreement with GSK


Distribution agreements with established local

partners in other countries

Valneva to commercialize IXIARO® through its

own sales & marketing teams (US Military,

Canada, Nordics and select countries)

+

Development of the Group’ sale force, in support

of its strategy to build a leading, independent

vaccines biotech company

Significant improvement of IXIARO® sales margin and profitability from 2016 (IXIARO® net sales revenue expected > EUR 50M post transition period vs ~ EUR 30M previously)

Opportunity to leverage synergies with recently

acquired vaccine Dukoral® and distribution

infrastructure in the Nordics

+ Improved distribution margins compared to

previous contract with GSK

+ Capacity to enter new markets in countries

where IXIARO ® is approved but not

marketed today


2. Introduction

3. Company overview

4. 2014 Business highlights & recent newsflow





9. Conclusion

Table of contents


16

Valneva‘s 2014 business highlights (1/2)


17 June 2015

December 2014

+ Valneva announces start of Phase II Clinical Trial of its Clostridium difficile vaccine

candidate

+ Valneva and BliNK Therapeutics announce launch of new biotech company in innovative antibody

discovery. The new company has already secured first round of financing.

+ Valneva announces publication of first Phase II data of Tuberculosis vaccine candidate formulated

with IC31® adjuvant: clinical trial in HIV-infected adults Showed good safety and immunogenicity.

November 2014

+ Valneva announces publication of pre-clinical data for its Lyme/ Borrelia vaccine candidate in

International Scientific Journal PLOS ONE; Publication shows vaccine candidate can provide

protection against the majority of Borrelia species pathogenic for Humans

+ Valneva wins two Deloitte Technology Fast 50 Awards and the PME Finance/Morningstar Futur 40

Award, joins EnterNext PEA-PME 150 Index

+ Valneva announces two new EB66® cell line research license Agreements in Japan

+ Valneva welcomes the Texas A&M inauguration of EB66®-based Influenza vaccine facility in Texas,

on track for 2016 start-up phase

August 2014

+ Valneva announces a new EB66® cell line clinical development license agreement with GeoVax

July 2014

+ Valneva announces a new antibody discovery collaboration with a leading animal health company

Valneva‘s 2014 business highlights (1/2)


18 June 2015

May 2014

+ Valneva announces the first ever marketing approval in Europe for a vaccine produced in

the EB66® Cell Line

April 2014

+ Valneva and Adimmune partner to commercialize Japanese Encephalitis vaccine in Taiwan

+ Valneva announces publication of first Phase II data of Tuberculosis vaccine candidate formulated

with IC31® adjuvant: clinical trial in HIV-infected adults Showed good safety and immunogenicity.

March 2014

+ Valneva announces the first ever marketing authorization for a human vaccine produced in

the EB66® Cell Line

+ Valneva announces continuation of the Phase II/III clinical trial for its Pseudomonas

Aeruginosa Vaccine

+ Valneva Announces the Approval and Launch in South America of a Second Veterinary

Vaccine Produced in the EB66® Cell Line

+ Aeras initiates Phase II clinical trial of a tuberculosis vaccine candidate using IC31® adjuvant

+ Valneva announces a new research agreement and transfer of an existing commercial agreement

to Emergent BioSolutions for the development of vaccines in the EB66® Cell Line

February 2014

+ Valneva initiates fourth antibody discovery program for Sanofi Pasteur on its VivaScreen® Platform

Valneva‘s recent Newsflow


19 June 2015

June 2015

+ Valneva takes direct control over Marketing & Distribution of IXIARO® to increase margin and

profitability

May 2015

+ Valneva reports strong Q1 2015 financial results and provides operational update

March 2015

+ Valneva announces approval of an EB66®-based prototype Influenza vaccine in Japan

+ Valneva announces signing of an exclusive EB66® license agreement for Human and veterinary

vaccines in People’s Republic of China

+ Valneva announces two new deals on its EB66® vaccine cell line Platform (New EB66® research

license agreement with Merial; new EB66® commercial license agreement with an undisclosed

European company.

+ GSK completes acquisition of Novartis global vaccines business and becomes a strategic partner

for Valneva

February 2015

+ Valneva closes acquisition of Dukoral® vaccine

+ Valneva announces the successful completion of its EUR 45 million capital increase

Janvier 2015

+ Valneva grants exclusive worldwide license to Immune Targeting Systems for the development of

Hepatitis B vaccines in combination with the IC31® Adjuvant

1. Introduction


3. Company overview






9. Conclusion

Table of contents


Valneva financials

Major improvements in 2014 bottom line results

June 2015 VALNEVA - Annual General Meeting 21

Revenues (EUR m)

EBITDA (EUR m) Net loss (EUR m)

R&D Expenses (EUR m)

43.7* 42.4

2013 2014

-2.9%

- 20.0*

- 17.1

2013 2014

+14.3% - 30.8*

- 22.2

2013 2014

+27.8%

- 11.7

- 20.4*

- 7.4

2013 2014

+63.9%

40.2

29.5

05/07/1905 06/07/1905

Pro forma* FY 2013

- 24.1

-16.5

- 21.4 36.0

COGS (EUR m)

- 24.1

- 38.9*

- 26.3

2013 2014

+32.5%

IFRS actual reported

Cash position (EUR m)

2013/12/31 2014/12/31

* for detailed explanation of pro forma assumptions and reconciliation to IFRS results see notes to Valneva‘s consolidated financia l statements available on the Company‘s webpage

www.valneva.com

FY 2014 Profit & Loss

IFRS, audited

June 2015 VALNEVA - Annual General Meeting 22

* calculated as operating loss deducting amortization, depreciation & impairment; **for detailed explanation of proforma assumptions and reconciliation to IFRS results see notes to

Valneva‘s consolidated financial statements available on the Company‘s webpage www.valneva.com

EUR in thousands Actual

Year ended Dec 31,

Pro forma** Year ended

Dec 31, 2014 2013 2013

Product sales 28,124 23,239 27,212

Revenues from collaborations and licensing, grants 14,305 12,752 16,472

Revenues and Grants 42,429 35,991 43,684

Cost of goods and services (17,144) (16,508) (20,003)

R&D expenses (22,242) (21,423) (30,786)

S,G&A expenses (14,142) (14,720) (20,790)

Other income and expenses, net (395) 1,157 1,820

Amortization and impairment of intangible assets (12,323) (5,353) (6,469)

OPERATING LOSS (23,817) (20,856) (32,543)

Finance & tax expenses, net (2,455) (3,117) (6,222)

Loss from discontinued operations - (137) (137)

LOSS FOR THE YEAR (26,272) (24,110) (38,902)

EBITDA* (7,364) (11,709) (20,402)

Full Year 2014 Balance Sheet

2014 IFRS reported figures


EUR in thousands IFRS December 31,

2014 2013

Non-current assets 166,567 191,045

Intangible assets & goodwill 105,204 125,403

Property, plant & equipment 41,611 45,067

Other non-current assets 19,753 20,575

Current assets 52,967 63,346

Inventories, trade & other assets 23,498 23,180

Cash and current financial assets 29, 468 40,167

Assets held for sale 7,982 -

TOTAL ASSETS 227,517 254,391

Equity 124,444 144,111

Non-current liabilities 75,704 82,181

Current liabilities 26,387 28,100

Borrowings & financial liabilities 7,117 6,381

Trade, tax & other, provisions 19,269 21,719

Liabilities held for sale 982 -

TOTAL EQUITY & LIABILITIES 254,391 254,391

Outlook

Striving towards break-even and self-sustainability


24 June 2015

Revenues

Net loss / EBITDA

+ 2015 to be impacted by non-cash

acquisition accounting effects

+ Break-even to be reached earlier

than Valneva on a stand-alone basis

following Dukoral ® acquisition

+ Acceleration towards financial self-

sustainability

+ Significant additional value creation

by taking direct commercial

ownership

+ Potential additional R&D milestones

and royalties

+ Growing revenues from both

traveller’s vaccines from 2016

+ 2015 revenues and grants expected

at ~ EUR 75M


2. Introduction

3. Company overview






9. Conclusion

Table of contents



2. Introduction

3. Company overview




7. Auditors‘ reports


9. Conclusion

Table of contents


Statutory auditors’ report

on the statutory & consolidated financial statements


Opinion from the statutory auditors:

+ On the consolidated financial statements (excerpt from the Statutory auditors’ report on the

consolidated financial statements, March 19, 2015)

« 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, 2014 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 from the Statutory auditors’ report on the

statutory financial statements, March 19, 2015)

«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, 2014 and of the results of

its operations for the year then ended in accordance with French accounting principles. »

Statutory auditors’ special report

on regulated agreements and commitments


Agreements and commitments authorised in 2014

+ Guarantor Services Agreement with Valneva Austria GmbH:

In relation with the loan subscribed on 20 December 2013 with Biopharma Secured Investment III Holdings Cayman LP,

transaction agreed by a Supervisory Board decision on 13 December 2013, your Company is jointly liable for obligations of its

subsidiary Valneva Austria Gmbh under the above-mentioned loan agreement. Total amount of the loan was paid to Valneva

Austria GmbH and after a previous authorization by the Supervisory Board on 4 February 2014, it was decided that the

Company had to be remunerated for this joint liability, on 0.77% rate based on principal amount outstanding.

+ Framework Agreement for the Provision of Services with Valneva Austria GmbH

A service contract was previously authorized by the Supervisory Board on 20 November 2014 between Valneva SE and

Valneva Austria Gmbh with retrospective effect from 28 May 2013, merger date between companies Vivalis SA and Intercell AG.

Services agreed between both companies Valneva SE and Valneva Austria GmbH, as part of the service contract involve both

Business Support Services (Management, Accounting, Human Resources, Legal, Business Development, Intellectual Property,

Communications), as well as research and development services.

Statutory auditors’ special report

on regulated agreements and commitments


Agreements and commitments approved in previous years which remained in force

during the year ended 31 December 2014

+ The guarantee by Grimaud La Corbière Group for different loans for a global amount of

EUR 4 000 000 remained in force. The 2014 expense recognised by the Company with

respect to these guarantees amounted to EUR 9,586.45.

+ Management Agreement, previously authorized by the Supervisory Board on 31 May 2013

and approved by the Annual General Meeting on 26 June 2014, specifies compensations

and benefits of Mr. Franck Grimaud as a member of the Management Board and Chief

Executive Officer remained in force. The expense recognized in the Company’s accounts

over the year in accordance with the agreement amounted to EUR 700,833.91,of which

EUR 490,152.74 were paid by the company.

Statutory Auditors’ Report prepared in accordance with Article L. 225-235 of the French Commercial

Code on the Report of the Chairman of the Supervisory Board

Auditors’ procedures mainly consisted in:

+ “obtaining an understanding of the internal control and risk management procedures

relating to the preparation and processing of financial and accounting information on which

the information presented in the Chairman's report is based, and the existing

documentation;

+ obtaining an understanding of the work performed to support the information given in the

report and the existing documentation;

+ determining whether any material weaknesses in the internal control procedures relating

to the preparation and processing of financial and accounting information that we may

have identified in the course of our work are properly disclosed in the Chairman’s report.”

Conclusion (excerpt from the Statutory Auditors’ Report, March 19, 2015):

+ “On the basis of our work, we have no matters to report on the information given on

internal control and risk management procedures relating to the preparation and

processing of financial and accounting information, set out in the report of the Chairman of

the Supervisory Board, prepared in accordance with Article L. 225-68 of the French

Commercial Code.”



2. Introduction

3. Company overview




7. Auditors‘ reports


9. Conclusion

Table of contents


Shareholders annual general meeting, June 25, 2015

Resolutions agenda and voting

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 the print-outs that have been distributed.


32 June 2015



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

December 31, 2014

The shareholders, acting in accordance with the quorum and majority voting requirements

applicable to Ordinary General Meetings of Shareholders, after having reviewed the annual

parent company financial statements and the reports of the Management Board, the

Supervisory Board and the Joint Statutory Auditors, hereby approve the annual parent

company financial statements for the year ended December 31, 2014 as presented, as well

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

showing a loss of EUR 14 883 482.38.


33 June 2015



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

December 31, 2014


applicable to Ordinary General Meetings of Shareholders, after having reviewed the

consolidated financial statements and the reports of the Management Board, the

Supervisory Board and the Joint Statutory Auditors, hereby approve the annual parent-

company financial statements for the year ended 31 December 2014 as presented, as well

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

showing a loss of EUR 26 271 649.67.


34 June 2015



Resolution 3 – Discharge of Management Board and Supervisory Board members for

the performance of their duties


applicable to Ordinary General Meetings, after having reviewed the reports of the

Management Board, the Supervisory Board and the Joint 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, 2014.


35 June 2015



Resolution 4 – Appropriation of earnings for the year ended December 31, 2014

+ The shareholders, acting in accordance with the quorum and majority requirements

applicable to Ordinary General Meetings, resolve to allocate the loss of EUR

14,883,482.38 for the year to retained earnings, thereby increasing it from EUR -

43,832,409.55 to EUR -58,715,891.93.

+ 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.


36 June 2015



Resolution 5 – Agreements entered into or remaining in force during the year ended

December 31, 2014

The shareholders, acting in accordance with the quorum and majority requirements

applicable to Ordinary General Meetings of Shareholders, after having reviewed the

Statutory Auditors’ special report on the regulated agreements referred to in articles L.225-

86 et seq. of the French commercial code, approve said report and the agreements

mentioned therein.


37 June 2015



Resolution 6 – Authorization and powers to be given to the Management Board for

purchase by the Company of its own shares

+ The Company may:

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

exceeding EUR10.

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

+ cancel said shares by reducing the share capital.

+ For purposes of:

+ ensuring market liquidity through a liquidity contract;

+ remitting such shares as payment or for financial transactions or acquisitions;

+ cancelling acquired shares, subject to approval of resolution 7;

+ covering share option plans for employees or corporate officers.

+ The maximum amount of funds earmarked for this programme is set at fifteen million euros.

+ This authorisation supersedes and cancels any prior authorisation having the same purpose.


38 June 2015



Resolution 7 – Authorization granted to the Management Board for cancellation by the

Company of its own shares

+ The shareholders authorise 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, 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 authorisation supersedes and cancels any prior authorisation having the same

purpose


39 June 2015



Resolution 8 – Issuance of equity warrants


applicable to Extraordinary General Meetings of Shareholders and pursuant to the

provisions of Articles L.228-91, L.228-92, L.225-129-1 and L.225-138 of the French

commercial code, after having reviewed the Management Board's report and the Statutory

Auditors' report, resolve, subject to approval of the next resolution concerning cancellation of

the preferential subscription right for the benefit of a defined category of persons, to issue

250,000 detachable equity warrants of the Company (“BSA 26 equity warrants”)


40 June 2015



Summary of Resolution 9 – Cancellation of preferential subscription rights for the

benefit of selected categories of persons;

The shareholders, in accordance with the conditions of quorum and majority that apply at Extraordinary

General Meetings, after having reviewed the Management Board’s report and the Statutory Auditors'

special report, and subject to adoption of the eighth resolution, resolve:

+ 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 26 equity warrants for the benefit of

categories of persons having the following characteristics:

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 26 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 26 equity warrants in a supplementary report to be certified by the

Auditors.


41 June 2015



Summary of Resolution 10 – Grant of authority to the 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 General Meeting:

+ Delegates to the Management Board, for a maximum period of twenty-six months from the present

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;

+ Decides that the nominal amount of increases may not exceed an aggregate amount of four

million five hundred thousand euros (EUR 4,500,000);

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

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

+ Decides 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 (EUR 125,000,000);

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

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

securities to be issued;

+ Notes 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.

.


42 June 2015



Summary of Resolution 11 – Grant of authority to the to the Management Board to

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 General Meeting:

+ Decides 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;

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

issue premium of four million five hundred thousand euros (EUR 4,500,000);

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

+ Decides 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;

+ Decides 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

(EUR 125,000,000).

+ Decides that the issue price of new shares will be determined by the Management Board,

+ Notes that this delegation of power 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.

.


43 June 2015



Summary of Resolution 12 – Grant of authority to the Management Board in order to

increase the share capital through the capitalization of reserves, earnings or premium

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

Meetings, after having reviewed the Management Board's report, and after duly noting that the capital has been fully

paid up:

+ 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 (EUR 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. The proceeds from the sale will be

allocated to rights holders within the time frame imposed by regulations or no later than thirty (30) days from the date the whole

number of shares thus granted has been recorded in their account;

+ resolve that the Management Board shall have all powers to implement, if it so decides, this authorization through one or

more transactions, in proportions and at times that it seems fit and to amend the articles of association accordingly.


44 June 2015



Summary of Resolution 13 – Grant of authority to the Management Board to

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 General Meeting:

+ Delegates 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;

+ Decides 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;

+ Decides to cancel shareholders’ preferential right;

+ Decides 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 securities. The maximal nominal amount of debt securities thereby issued cannot

exceed a hundred and twenty five million euros (EUR 125,000,000);

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

+ Notes 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.


45 June 2015




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 General Meeting:

+ Authorises the Management Board to set the price of a capital increase, decided under the 11th or

13th resolution above, by way of a public offering or targeted offering(s), departing from the price

conditions stipulated in the 11th and 13th resolutions under the following conditions: the issue price

must not be lower than the weighted average share price on NYSE Euronext Paris, calculated over a

period comprising 3 to 90 consecutive trading days preceding the setting of the issue and possibly

reduced by a maximum of 20%;

+ Resolves that the maximum nominal value of the capital increases based on this delegation of

power must not exceed 10% of the Company’s capital up to the maximum amounts set forth in

resolutions 11, 13 and 16;

+ Resolves that this authorisation will be valid for a period of twenty-six (26) months from the date of

this General Meeting.


46 June 2015



Summary of Resolution 15 – Grant of authority to the Management Board to 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, in accordance with the conditions of quorum and majority that apply at Extraordinary Shareholders’

Meetings, having reviewed the Board of Directors’ report and in accordance with article L.225-129, L.225-129-1, L.225-

135 and L.225-147, subsection 6 of the French commercial code:

+ authorize the Management Board, pursuant to the report of the equity auditor(s) 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 adjusted for corporate actions occurring after the General Meeting

affecting this capital, when the provisions of article L.225-148 of the French commercial code are not applicable;

+ 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 authorization

+ duly note that the Management Board will report to the next Ordinary General Meeting, as required by law and regulation, on

the uses made of the authorizations granted under this resolution.


47 June 2015



Summary of Resolution 16 - Maximum aggregate amount of capital increases


Shareholders Meetings, after having reviewed the Board of Directors’ report, and subject to the

adoption of resolutions ten to fifteen:

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

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

hundred thousand euros (EUR 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 authority granted to the Management Board under resolutions ten to

fifteen 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 thirteen to eighteen of the

Combined Extraordinary and Ordinary General Meeting of the Company of June 26, 2014.

.


48 June 2015



Summary of Resolution 17 – Creation of a new class of preferred shares convertible

into ordinary shares following a period of 4 years;

The shareholders, subject to the condition precedent of the adoption of the eighteenth or the

twentieth resolution:

+ Resolve, subject to implementation by the Management Board of the delegation of powers

given to it by the General Meeting by resolution eighteenth or twentieth, to increase the

share capital of the Company by issuing convertible shares, to introduce into the articles

of association of the Company the possibility to create a new class of shares,

(Convertible Preferred Shares")

+ No admission on stock market

+ EUR 0.15 as nominal value

+ No voting rights at AGM, no dividends, no preferential subscription right

+ Conversion ratio to be determined by the MB (but no conversion below 4 euros)

+ Max. 6% of share capital


49 June 2015




increase the share capital by issuing preferred shares convertible into ordinary

shares, and canceling the preferential subscription rights for the benefit of a defined

category of persons;

The shareholders, subject to adoption of resolution seventeen:

+ Decide, subject to approval of the following resolution on canceling the preferential

subscription right for the benefit of a defined category of persons, to delegate to the

Management Board, for a maximum period of eighteen (18) months, its power to decide to

carry out one or more capital increases through the issuance of Convertible Preferred

Shares;

+ decide that the maximum number of Convertible Preferred Shares that may be issued

based on this delegation of power is 2,000 Convertible Preferred Shares and that the

maximum number of ordinary shares that may be created if the Convertible Preferred

Shares are converted is 200,000 ordinary shares;

+ fixes the issue price for each preferred share issued on the basis of this delegation at EUR

161


50 June 2015



Summary of Resolution 19 – Cancellation of preferential subscription rights for the

benefit of selected categories of persons


General Meetings, after having reviewed the Management Board’s report and the Statutory Auditors'

special report, and subject to adoption of resolution eighteen, 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 subscribe for Convertible Preferred Shares for the

benefit of categories of persons having the following characteristics:

Members of the Company’s Management Board or Executive Committee;

+ 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 recipients in the categories defined

above and the number of Convertible Preferred Shares to be allotted to each of said persons;

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

final conditions for issuing the Convertible Preferred Shares in an additional report to be certified by the

auditor.


51 June 2015



Summary of Resolution 20 – Authorization for the Management Board to freely award

preferred shares of the Company for the benefit of employees and/or corporate

officers of the Company and its subsidiaries, entailing waiver by shareholders of their

preferential subscription right

The shareholders, subject to the adoption of the seventeenth resolution:

+ Authorize the Management Board, to proceed with,free grants of Convertible Preferred

Shares, to employees and/or corporate officers;

+Decide that the total number of Convertible Preferred Shares that may be freely granted

based on this resolution may not represent more than 5.5 % of the Company's share capital

and that the maximum number of ordinary shares that may be created if these freely granted

Convertible Preferred Shares are converted is four million

+ vesting period to be determined by the Management Board, but not be less than two (2)

years;

+ lock-up period to be defined by the Management Board, but not less than two (2) years

from the final allocation of said shares. However, in case the vesting period is set for a

minimum period of four (4) years, the Shareholders authorize the Management Board to

exclude any lock-up period for the said Convertible Preferred Shares


52 June 2015



Summary of Resolution 21 – Grant of authority to the Management Board for the

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

The shareholders resolve to reserve in favour of Company employees a capital increase through

the issue of shares for cash in accordance with the provisions of Articles L. 3332-18 et seq. of the

French labour code and, as a result:

+ authorise the Management Board to carry out, within a maximum period of twenty-six months from

the date of the General Meeting of Shareholders, a capital increase with a maximum total face

value of EUR 100,000, by issuing shares for cash reserved for employees who are members of a

company savings plan implemented by the company and carried out in accordance with the

provisions of Articles L. 3332-18 et seq. of the French Labour Code;

+ resolve to cancel shareholders’ pre-emptive subscription right;

+ resolve that the Management Board shall determine the shares’ issue price.

IMPORTANT NOTE: the Management Board recommends that this resolution be rejected


53 June 2015



Summary of Resolution 22 – Modification to article 1 of the articles of association;

+ The shareholders, acting in accordance with the quorum and majority requirements

applicable to Extraordinary Shareholders’ Meetings, after having reviewed the

Management Board’s report, decide to modify the third paragraph of article 1 of the

Company's articles of association which will henceforth be worded as follows:

"Article 1 – Form

[…]

+ On May 28 2013, the Company was transformed into a European Company (Societas

Europaea or SE) with a Management Board and Supervisory Board through a cross-

border merger between Intercell AG, a company governed by Austrian law, with a

share capital of 55,183,961 Euros, with registered office at Campus Vienna Biocenter

3, 1030 Vienna, Austria, formerly entered in the Trade and Companies Register of

Vienna under number FN 166438m and Vivalis SA, a limited liability company

governed by French law with a share capital of 3.224.379,30 Euros, with registered

office at La Corbière - 49450 Roussay, and with the unique identification number 422

497 560 RCS Angers.

[…]"


54 June 2015



Summary of Resolution 23 – Modification to article 13.2 of the articles of

association;


applicable to Extraordinary Shareholders’ Meetings, after having reviewed the

Management Board’s report, decide to eliminate the fourth paragraph of article 13.2 of the

Company's articles of association.

The shareholders decide in consequence to eliminate the fourth paragraph of article 13.2

of the articles of association and to renumber the current fifth paragraph of article 13.2

which will accordingly become the fourth paragraph of article 13.2.


55 June 2015



Summary of Resolution 24 – Modification to article 22 of the articles of association

+ Articles of association to be made consistent with current legislation regarding

regulated agreements (no more supervisory board approval required for contracts

between a parent and a 100% subsidiary)


56 June 2015



Summary of Resolution 25 –Modification to article 27 of the articles of association

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

Extraordinary Shareholders’ Meetings, after having reviewed the Board of Directors’ report:

+ decide to update the articles of association in order to comply with new laws and regulations on the

representation of shareholders at general meetings (and namely articles L.225-86 and L.225-85 of the

French commercial code as amended by articles 4 and 9 of Order No.°2014-1466 of December 8, 2014),

+ decide in consequence to modify article 27 of the Company's articles of association which will henceforth

be worded as follows:

• "Article 27. Admissions to Meetings – powers

• All of the shareholders shall be entitled to take part in the Meetings on providing proof of their identity,

though subject to compliance with the following provisions:

- for holders of registered shares, their registration in the registered share account maintained by the

Company no later than the second day preceding the Meeting date;

- for holders of ordinary bearer shares, issuance of a certificate of participation (attestation de participation)

by an authorized intermediary confirming they are registered in a securities account no later than the

second day preceding the Meeting date.


57 June 2015



Summary of Resolution 26 – Powers for formalities

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.


58 June 2015

—

Thank you

Merci

Danke