UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Month of May 2017

Commission File Number: 001-36697

 

 

DBV TECHNOLOGIES S.A.

(Translation of registrant’s name into English)

 

 

177-181 avenue Pierre Brossolette

92120 Montrouge France

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

☒  Form 20-F            ☐  Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

 

 

 

EXPLANATORY NOTE

DBV Technologies S.A. (the “Company”) will hold its Ordinary and Extraordinary General Meeting (the “General Meeting”) on June 15, 2017 at 8:30 a.m. CEST at the Company’s headquarters located at 177-181 avenue Pierre Brossolette – 92120 Montrouge France.

The Company mailed to holders of its American Depositary Shares and made available on its website, a Convening Notice to the General Meeting. The text of the English version of the Convening Notice is attached hereto as Exhibit 99.1 and is incorporated by reference herein. A copy of the materials that were distributed to holders of its American Depositary Shares are attached as Exhibits 99.2, 99.3 and 99.4, respectively, and are incorporated by reference herein.

EXHIBIT INDEX

 

Exhibit

   

Description

99.1    Convening Notice to the Ordinary and Extraordinary General Meeting.
99.2    Depositary’s Notice of Ordinary and Extraordinary General Meeting of Shareholders of DBV Technologies S.A. to Holders of American Depositary Shares.
99.3    2017 Voting Instructions for Holders of American Depositary Shares.
99.4    Questions and Answers on Voting Procedures for Holders of American Depositary Shares.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

        DBV TECHNOLOGIES S.A.
Date: May 31, 2017     By:  

/s/ David Schilansky

    Name   David Schilansky
    Title:   Chief Operating Officer
EX-99.1

Exhibit 99.1

DBV TECHNOLOGIES

Limited company with share capital of €2,466,883.80

Registered office: 177-181 avenue Pierre Brossolette – 92120 Montrouge.

Nanterre Trade and Companies Register (RCS) 441 772 522.

NOTICE OF MEETING

The shareholders of the Company are hereby invited to attend the Combined Ordinary and Extraordinary General Meeting of Shareholders to be held at 8:30 a.m. on June 15, 2017 at the registered office:

177-181 Avenue Pierre-Brossolette – 92120 Montrouge, France, to deliberate the following agenda:

Ordinary Resolutions:

 

1. Approval of the financial statements for the year ended December 31, 2016;

 

2. Approval of the consolidated financial statements for the year ended December 31, 2016;

 

3. Allocation of income for the year;

 

4. Special report by the Statutory Auditors on related-party agreements and commitments and approval of these agreements;

 

5. Renewal of Deloitte & associés as Statutory Auditor;

 

6. Non-renewal and non-replaced of the BEAS firm as alternate auditor;

 

7. Appointment of Ms. Julie O’Neill as Director in addition to the current Board members;

 

8. Amount of the directors’ fees allocated to Board members;

 

9. Approval of the principles and criteria for the determination, distribution and allocation of the fixed, variable and extraordinary compensation components and the benefits of any kind to be attributed to Pierre-Henri Benhamou, Chairman and Chief Executive Officer;

 

10. Approval of the principles and criteria for the determination, distribution and allocation of the fixed, variable and extraordinary compensation components and the benefits of any kind to be attributed to David Schilansky, Executive Vice President (Chief Operating Officer);

 

11. Approval of the principles and criteria for the determination, distribution and allocation of the fixed, variable and extraordinary compensation components and the benefits of any kind to be attributed to Laurent Martin, Executive Vice President;

 

12. Authority to be given to the Board of Directors to buy back its own shares pursuant to Article L. 225-209 of the Commercial Code, the duration of the authorization, purpose, conditions, ceiling, and suspension in a public offering period.

Extraordinary Resolutions:

 

13. Authorization to be granted to the Board of Directors to cancel the shares bought back by the company in the context of the mechanism stipulated by Article L. 225-209 of the Commercial Code, length of the authorization, cap, and suspension in a public offering period;

 

14. Authorization given to the Board of Directors to grant stock subscription and/or purchase options to members of salaried employees and/or certain corporate officers of the company or affiliated companies, shareholder waiver of their preemptive rights, duration of the authorization, maximum amount, exercise price, maximum term of the option;

 

Page 1/3

15. Authorization to the Board of Directors to allocate free existing and/or future shares to salaried employees and/or certain corporate officers of the company or affiliated companies, shareholder waiver of their preemptive rights, duration of the authorization, maximum amount, duration of vesting periods, specifically in case of disability and holding periods, if any;

 

16. Delegation of powers to be granted to the Board of Directors to issue stock warrants (BSA), warrants for the subscription and/or purchase of new and/or existing shares (BSAANE), and/or warrants for subscription and/or acquisition of new and/or existing redeemable shares (BSAAR) eliminating preemptive rights, reserved for a category of persons, maximum par value of the capital increase, duration of the delegation, exercise price, suspension during a public offering period;

 

17. Delegation of powers to be granted to the Board of Directors to increase capital through the issue of shares of commons stock and/or securities giving rights to equity, without preemptive subscription right, in favor of the members of a company savings plan, pursuant to Articles L. 3332-18 et seq. of the Labor Code, duration of the delegation, maximum nominal amount of the capital increase, issue price, possibility of allotting free shares pursuant to Article L. 3332- 21 of the Labor Code, suspension during a public offering period;

 

18. Amendment to Article 36 of the bylaws;

 

19. Powers to complete formalities.

*****

Terms and Conditions of Participation

The Shareholders’ Meeting is open to all shareholders regardless of the number of shares they hold.

The only shareholders who may participate in the Shareholders’ Meeting are those who can demonstrate that they hold a registered account of shares in their name or in the name of the intermediary registered for their account on the second business day preceding the Shareholders’ Meeting, in this case on June 13, 2017, at midnight Paris time:

 

- either in the registered share accounts kept by the company,
- or in the bearer share accounts kept by the authorized intermediate.

For registered shareholders, simply registering in a share account according to the terms set out above allows them to participate in the Shareholders’ Meeting.

For bearer shareholders, the registration of the shares in the bearer share accounts is established by a shareholding certificate issued by the bookkeeper. To participate in the Shareholders’ Meeting, this shareholding certificate must be sent by the bookkeeper to Société Générale—Shareholders’ Meeting Department—32, rue du Champ de Tir—CS30812—44 308 Nantes Cedex 3 in order to obtain an admission card. Alternatively, the certification may be presented on the day of the Shareholders’ Meeting by shareholders who have not received their admission card.

Shareholders who are unable to personally attend the Shareholders’ Meeting may choose one of the following options:

a) Grant proxy to the person of their choice under the terms set out in Article L. 225-106 of the French Commercial Code;

b) Send a form of proxy to the company without indicating a proxy;

c) Vote by mail.

From the twenty-first day preceding the Shareholders’ Meeting, the single form for voting by mail or by proxy is available online on the Company’s website (www.dbv-technologies.com).

 

Page 2/3

Bearer shareholders may send a written request to Société Générale to send them this form. Any requests received will be granted no later than six days before the Shareholders’ Meeting.

This form must be returned along with the bearer shareholder’s shareholding certificate. The postal vote form must be received by Société Générale’s Shareholders’ Meeting Department by June 11, 2017.

Shareholders who designate a proxy may provide notification of this delegation by e-mailing a signed, scanned copy of the form along with a photocopy of both sides of their ID card and, if applicable, of their shareholding certificate, to investors@dbv-technologies.com, or by faxing these documents to +33 (0)1.43.26.10.83. A proxy that is granted may also be revoked by the same procedures

Shareholders who requested that items or draft resolutions be included on the agenda must send to the Company, marked for the attention of Legal Department, a new certificate of ownership for the same accounts, by midnight, Paris time, of the second business day preceding Shareholders’ Meeting.

The preparatory documents for the Shareholders’ Meeting specified in Article R. 225-73-1 of the French Commercial Code are available online on the Company’s website (www.dbv-technologies.com) for the twenty-one days preceding the Meeting.

Note that the full text of the documents to be presented at the Meeting in accordance with, in particular, Articles L. 225-115 and R. 225-83 of the French Commercial Code are available at the Company’s registered office as well as online on the Company’s website (www.dbv-technologies.com).

In accordance with Article R. 225-84 of the French Commercial Code, any shareholder may submit, to the Chairman of the Company’s Board of Directors, questions in writing until the fourth business day preceding the date of the Shareholders’ Meeting, in this case until June 9, 2017. Such written questions must be sent either by registered mail including a receipt confirmation form, addressed to the registered office, or electronically to the following address: investors@dbv-technologies.com or by fax to +33 (0)1.43.26.10.83. They must be accompanied by a certificate of account registration.

The Board of Directors

 

Page 3/3

EX-99.2

Exhibit 99.2

Time Sensitive

    Materials

Depositary’s Notice of

Ordinary and Extraordinary General Meeting of Shareholders

of

DBV Technologies S.A.

 

ADSs:      American Depositary Shares.
ADS CUSIP No.:      23306J101.
ADS Record Date:     

May 11, 2017.

Date to determine ADS Holders who are to receive these materials and who are eligible to give voting instructions to the Depositary upon the terms described herein.

French Record Date:     

June 13, 2017 at 12:01 A.M. (Paris time).

Date on which ADS Holders are required under French Law to hold their interest in the Deposited Securities in order to be eligible to vote at the Ordinary and Extraordinary General Meeting of Shareholders.

Meeting Specifics:      Ordinary and Extraordinary General Meeting of Shareholders to be held on June 15, 2017 at 8:30 A.M. (local time) at 177-181 avenue Pierre Brossolette—92120 Montrouge—France (the “Meeting”).
Meeting Agenda:      Please refer to the Company’s Notice of Meeting at https://www.dbv-technologies.com/en/investor-relations/general-meeting.
ADS Voting Deadline:      On or before 5:00 P.M. (New York City time) on June 8, 2017.*
Deposited Securities:      Ordinary shares, nominal value €0.10 per share (the “Shares”), of DBV Technologies S.A., a company organized and existing under the laws of the Republic of France (the “Company”).
ADS Ratio:      One-half (1/2) of one Share to 1 ADS.
Depositary:      Citibank, N.A.

Custodian of

Deposited Securities:

      Citibank Europe plc.
Deposit Agreement:      Deposit Agreement, dated as of October 24, 2014, by and among the Company, the Depositary, and all Holders and Beneficial Owners of ADSs issued thereunder.

To be counted, your Voting Instructions need to be received by the

Depositary prior to 5:00 P.M. (New York City time) on June 8, 2017.

 

* ADS holders must deliver their voting instructions in good form, to be received by the Depositary by this date - June 8, 2017 - 5:00 P.M. (New York City time) in order to be counted. The Company’s enclosed Notice of Meeting refers to voting deadlines as per local market regulations. The attached important notice is specific to all holders holding ADSs as of the ADS Record Date and the French Record Date.

The Company has announced that the Meeting will be held at the date, time and location identified above.* Copies of the Company’s Notice of Meeting, financials and other documents, including the Management Report may be obtained at https://www.dbv-technologies.com/en/investor-relations/general-meeting.

The enclosed materials are provided to allow you to vote at the Meeting. The Company has requested the Depositary to provide you with instructions on the voting process.

If you do not wish to vote as an ADS holder but rather wish to vote as a holder of the Company’s Shares, you will need to arrange for the cancellation of your ADSs and become a Share holder in France before the French Record Date. You are advised to proceed with the cancellation of your ADSs well in advance of the French Record Date as the cancellation of ADSs and the delivery of the corresponding Shares in France may be subject to unexpected processing delays.

Please note that the Company has informed the Depositary that under French company law and the Company’s articles of association, in order to exercise voting rights holders of Shares in registered form must have their Shares registered in their own name, or in the name of a registered financial intermediary, in a share account maintained by or on behalf of the Company as of the French Record Date. In order to exercise voting rights holders of Share in bearer form are required to have their Shares registered in the name of a registered financial intermediary and obtain from an accredited financial intermediary, and provide to the Company, an attendance certificate attesting to the registration of such Shares in the financial intermediary’s account as of the French Record Date.

Please further note that a holder as of the ADS Record Date who desires to exercise its voting rights with respect to ADSs representing Shares in registered or bearer form is required to: (a) be a holder of the ADSs as of the French Record Date, (b) deliver voting instructions to the Depositary by the ADS Voting Deadline, (c) instruct the Depositary to request that the Custodian deliver a voting form to the Company prior to the deadline established by the Company, and (d) in the case of ADSs representing Shares in bearer form, instruct the Depositary to request that the Custodian deposit the requisite attendance certificate with the Company. The delivery of voting instructions by an ADS Holder to the Depositary shall be deemed instructions to request delivery of the voting form and the attendance certificate.

If the Depositary receives from a Holder voting instructions which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder to have instructed the Depositary to vote in favor of all resolutions endorsed by the Company’s board of directors. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted. Additionally, the Company has informed the Depositary that, under French company law, shareholders holding a certain percentage of the Company’s Shares, the workers’ council or the board of directors may submit a new resolution and the board of directors may also modify the resolutions proposed in the Company’s Notice of Meeting. In such case, ADS Holders who have given prior instructions to vote on such resolutions shall be deemed to have voted in favor of the new or modified resolutions if approved by the Board and against if not approved by the Company’s board of directors.

The attached document entitled Questions and Answers (“Q&A”) should answer most of your questions on the voting process and instruct you on the proper use of the Voting Instructions Card.

Upon receipt from a Holder (as of the ADS Record Date and who continues to hold the ADS as of the French Record Date) of a signed and completed Voting Instructions Card prior to the ADS Voting Instructions Deadline, the Depositary shall endeavor, insofar as practicable and permitted under applicable law and provisions of the Deposited Securities, to cause the Custodian to vote (or to cause to be voted by means of the appointment of a proxy or otherwise) the Shares in respect of which Voting Instructions have been received in accordance with the instructions contained therein.

Please note that Voting Instructions may be given only in respect of a number of ADSs representing an integral number of Shares.

The information enclosed herewith with respect to the Meeting has been provided by the Company. Citibank, N.A. is forwarding this information to you solely as depositary and in accordance with the terms of the Deposit Agreement and disclaims any responsibility with respect to the accuracy or completeness of such information. Citibank, N.A. does not, and should not be deemed to, express any opinion with respect to the proposals to be considered at the Meeting. If you wish to receive a copy of the Deposit Agreement, please contact the Depositary at the number set forth below.

If you have any questions concerning the enclosed material or if you need further explanation of the questions covered therein, please call Citibank, N.A.—ADR Shareholder Services toll-free at 877-CITI-ADR (877-248-4237).

Citibank, N.A., as Depositary

 

* As set forth in Section 4.10 of the Deposit Agreement and the Form of ADR, Holders of record of ADSs as of the close of business on the ADS Record Date and who continue to hold their ADS as of the French Record Date will be entitled, subject to any applicable provisions of the Deposit Agreement, French law and the Articles of Association of the Company and the provisions of or governing the Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares represented by such Holders’ ADSs.
EX-99.3

Exhibit 99.3

 

 

Ordinary and Extraordinary General Meeting of Shareholders

 

 

The Voting Instructions must be signed, completed and received at the indicated address prior to

5:00 P.M. (New York City time) on June 8, 2017 for action to be taken.

 

2017 VOTING INSTRUCTIONS    AMERICAN DEPOSITARY SHARES

DBV Technologies S.A. (the “Company”)

 

CUSIP No.:      23306J101.
ADS Record Date:      May 11, 2017 (date to determine ADS Holders who are to receive these materials and who are eligible to give voting instructions to the Depositary upon the terms described herein).
French Record Date:      June 13, 2017, at 12:01 A.M. (Paris time) (Date on which ADS Holders are required under French law to hold their interest in the Deposited Securities in order to be eligible to vote at the Ordinary and Extraordinary General Meeting of Shareholders).
Meeting Specifics:      Ordinary and Extraordinary General Meeting of Shareholders to be held on June 15, 2017 at 8:30 A.M. (local time) at 177-181 avenue Pierre Brossolette—92120 Montrouge—France (the “Meeting”).
Meeting Agenda:      Please refer to the Company’s Notice of Meeting at https://www.dbv-technologies.com/en/investor-relations/general-meeting.
Depositary:      Citibank, N.A.
Deposit Agreement:      Deposit Agreement, dated as of October 24, 2014.
Deposited Securities:      Ordinary shares, nominal value €0.10 per Share, of the Company.
Custodian:      Citibank Europe plc.

You as the undersigned holder, as of the ADS Record Date, of the American Depositary Share(s) issued under the Deposit Agreement (“ADSs”) and identified above, acknowledge receipt of a copy of the Depositary’s Notice of Meeting and hereby authorize and direct the Depositary to cause to be voted at the Meeting (and any adjournment or postponement thereof) the Deposited Securities represented by your ADSs in the manner indicated on the reverse side hereof. You recognize that any sale, transfer or cancellation of your ADSs before the French Record Date will invalidate these voting instructions if the Depositary is unable to verify your continued ownership of ADSs as of the French Record Date.

If the Depositary receives from a Holder voting instructions which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder to have instructed the Depositary to vote in favor of all resolutions endorsed by the Company’s board of directors. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted. Additionally, the Company has informed the Depositary that, under French company law, shareholders holding a certain percentage of the Company’s Shares, the workers’ council or the board of directors may submit a new resolution and the board of directors may also modify the resolutions proposed in the Company’s Notice of Meeting. In such case, ADS Holders who have given prior instructions to vote on such resolutions shall be deemed to have voted in favor of the new or modified resolutions if approved by the Board and against if not approved by the Company’s board of directors.

Please indicate on the reverse side hereof how the Deposited Securities are to be voted.

The Voting Instructions must be marked, signed and returned on time in order to be counted.

By signing on the reverse side hereof, the undersigned represents to the Depositary and the Company that the undersigned is duly authorized to give the voting instructions contained therein.

Agenda

Ordinary Resolutions:

 

1. Approval of the financial statements for the year ended December 31, 2016;

 

2. Approval of the consolidated financial statements for the year ended December 31, 2016;

 

3. Allocation of income for the year;

 

4. Special report by the Statutory Auditors on related-party agreements and commitments and approval of these agreements;

 

5. Renewal of Deloitte & Associés as Statutory Auditor;

 

6. Non-renewal and non-replaced of the BEAS firm as alternate auditor;

 

7. Appointment of Ms. Julie O’Neill as Director, in addition to the current Board members;

 

8. Amount of the directors’ fees allocated to Board members;

 

9. Approval of the principles and criteria for the determination, distribution and allocation of the fixed, variable and extraordinary compensation components and the benefits of any kind to be attributed to Pierre-Henri Benhamou, Chairman and Chief Executive Officer;

 

10. Approval of the principles and criteria for the determination, distribution and allocation of the fixed, variable and extraordinary compensation components and the benefits of any kind to be attributed to David Schilansky, Executive Vice President (Chief Operating Officer);

 

11. Approval of the principles and criteria for the determination, distribution and allocation of the fixed, variable and extraordinary compensation components and the benefits of any kind to be attributed to Laurent Martin, Executive Vice President;

 

12. Authority to be given to the Board of Directors to buy back its own shares pursuant to Article L. 225-209 of the Commercial Code, the duration of the authorization, purpose, conditions, ceiling, and suspension in a public offering period;

Extraordinary Resolutions:

 

13. Authorization to be granted to the Board of Directors to cancel the shares bought back by the company in the context of the mechanism stipulated by Article L. 225-209 of the Commercial Code, length of the authorization, cap, and suspension in a public offering period.

 

14. Authorization given to the Board of Directors to grant stock subscription and/or purchase options to members of salaried employees and/or certain corporate officers of the company or affiliated companies, shareholder waiver of their preemptive rights, duration of the authorization, maximum amount, exercise price, maximum term of the option;

 

15. Authorization to the Board of Directors to allocate free existing and/or future shares to salaried employees and/or certain corporate officers of the company or affiliated companies, shareholder waiver of their preemptive rights, duration of the authorization, maximum amount, duration of vesting periods specifically in case of disability and holding periods, if any;

 

16. Delegation of powers to be granted to the Board of Directors to issue stock warrants (BSA), warrants for the subscription and/or purchase of new and/or existing shares (BSAANE), and/or warrants for subscription and/or acquisition of new and/or existing redeemable shares (BSAAR) eliminating preemptive rights, reserved for a category of persons, maximum par value of the capital increase, duration of the delegation, exercise price, suspension during a public offering period;

 

17. Delegation of powers to be granted to the Board of Directors to increase capital through the issue of shares of commons stock and/or securities giving rights to equity, without preemptive subscription right, in favor of the members of a company savings plan, pursuant to Articles L. 3332-18 et seq. of the Labor Code, duration of the delegation, maximum nominal amount of the capital increase, issue price, possibility of allotting free shares pursuant to Article L. 3332-21 of the Labor Code, suspension during a public offering period;

 

18. Amendment to Article 36 of the bylaws;

 

19. Powers to complete formalities.

The Depositary has been informed by the Company that its board recommends a “FOR” vote on all resolutions.

 

LOGO    Issues    DBV Technologies S.A.

 

Ordinary Resolutions

 

     For    Against    Abstain
Resolution 1    ☐    ☐    ☐
Resolution 2    ☐    ☐    ☐
Resolution 3    ☐    ☐    ☐
Resolution 4    ☐    ☐    ☐
Resolution 5    ☐    ☐    ☐
Resolution 6    ☐    ☐    ☐
Resolution 7    ☐    ☐    ☐
Resolution 8    ☐    ☐    ☐
Resolution 9    ☐    ☐    ☐
Resolution 10    ☐    ☐    ☐
Resolution 11    ☐    ☐    ☐
Resolution 12    ☐    ☐    ☐

Extraordinary Resolutions

 

     For    Against    Abstain
Resolution 13    ☐    ☐    ☐
Resolution 14    ☐    ☐    ☐
Resolution 15    ☐    ☐    ☐
Resolution 16    ☐    ☐    ☐
Resolution 17    ☐    ☐    ☐
Resolution 18    ☐    ☐    ☐
Resolution 19    ☐    ☐    ☐
 

 

LOGO    Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed.

If these Voting Instructions are signed and timely returned to the Depositary but no specific direction as to voting is marked above as to an issue, the undersigned shall be deemed to have directed the Depositary to give voting instructions “FOR” the unmarked issue if endorsed by the Company’s board of directors.

If these Voting Instructions are signed and timely returned to the Depositary but multiple specific directions as to voting are marked above as to an issue, the undersigned shall be deemed to have directed the Depositary to give an “ABSTAIN” Voting Instruction for such issue.

Please be sure to sign and date this Voting Instruction Card.

Please sign your name to the Voting Instructions exactly as printed. When signing in a fiduciary or representative capacity, give full title as such. Where more than one owner, each MUST sign. Voting Instructions executed by a corporation should be in full name by a duly authorized officer with full title as such.

 

Signature 1 - Please keep signature within  the line

    Signature 2 - Please keep signature within the line    Date (mm/dd/yyyy)

                                                             

   

                                                             

   

                    /                     /                    

EX-99.4

Exhibit 99.4

Questions & Answers on Voting Procedures for the

Ordinary and Extraordinary General Meeting of Shareholders (2017)

DBV Technologies S.A.

What does an DBV ADR represent?

Each ADR represents a certain number of American Depositary Shares (“ADSs”). Each ADS represents one-half (1/2) of one ordinary share (the “Shares”), nominal value €0.10 per share, of DBV Technologies S.A. (the “Company”).

When and where is the Ordinary and Extraordinary General Meeting of Shareholders (the “Meeting”)?

The Meeting will take place on June 15, 2017 at 8:30 A.M. (local time) at 177-181 avenue Pierre Brossolette -92120 Montrouge—France.

Who may vote at the Meeting?

If you are a holder of record of the Company’s ADSs on May 11, 2017 and at 6:01 P.M. (New York City time) on June 12, 2017, you may vote on the issues set forth in the posted Notice of Meeting from the Company. Please note that in order to vote you will need to deliver a completed and signed Voting Instructions Card, to Citibank, N.A. at the address noted on the enclosed envelope. See next Q & A for more detailed information on the voting process.

How does a Holder of ADSs vote?

A Holder of ADSs votes by either completing a Voting Instructions Card or by attending the Meeting in person.

If you wish to attend the Meeting in person:

If you wish to attend the Meeting in person, you must cancel your ADSs and become a direct and registered shareholder on the Company’s Register of Shareholders before June 13, 2017 (in France) (the “French Record Date”). You must also contact the Company to give notice of attendance. You can contact Citibank, N.A.—ADR Shareholder Services at 1-877-248-4237 to cancel your ADSs.

If you wish to vote your ADSs by proxy:

As an ADS Holder you can vote by completing the enclosed Voting Instructions Card, signing it and returning it to the Depositary in the envelope provided herewith by 5:00 P.M. (New York City time) on June 8, 2017. If you hold your ADSs through a custodian, broker or other agent, you may receive additional instructions from such agent.

Registered Holders:

If you are not holding ADSs through a broker, custodian or other agent, you must complete, sign and return your Voting Instructions Card to the Depositary by 5:00 P.M. (New York City time) on June 8, 2017. Please note that you need to be an owner of ADSs as of the ADS Record Date and as of the French Record Date for your voting instructions to count.

DTC Holders:

If you are holding ADSs through a broker, custodian or other agent, you must timely instruct the applicable broker, custodian or agent to provide voting instructions to the Depositary and to confirm your continued ownership of the ADSs as of the French Record Date. Please note that you need to be an owner of ADSs as of the ADS Record Date and as of the French Record Date for your voting instructions to count.

Please further note that a holder as of the ADS Record Date who desires to exercise its voting rights with respect to ADSs representing Shares in registered or bearer form is required to: (a) be a holder of the ADSs as of the French Record Date, (b) deliver voting instructions to the Depositary by the ADS Voting Deadline, (c) instruct the Depositary to request that the Custodian deliver a voting form to the Company prior to the deadline established by the Company, and (d) in the case of ADSs representing Shares in bearer form, instruct the Depositary to request that the Custodian deposit the requisite attendance certificate with the Company. The delivery of voting instructions by an ADS Holder to the Depositary shall be deemed instructions to request delivery of the voting form and the attendance certificate.

May voting instructions be withdrawn?

Yes, voting instructions may be withdrawn at any time prior to 5:00 P.M. (New York City time) on June 8, 2017. In order to be effective, a notice of withdrawal of voting instructions must be timely received by Citibank, N.A., by 5:00 P.M. (New York City time) on June 8, 2017.

What happens if I sell my ADSs before the French Record Date?

If you sell, transfer or cancel your ADSs before the French Record Date and the Depositary cannot confirm your continued ownership of ADSs as of the French Record Date, any voting instructions you or your custodian or broker may have delivered to the Depositary will be invalidated.

ALL ISSUES RELATED TO THE FORM AND VALIDITY OF ANY NOTICES, DIRECTIONS OR INSTRUCTIONS WILL BE DETERMINED BY CITIBANK, N.A, AS DEPOSITARY, IN ITS SOLE DISCRETION, WHOSE DETERMINATION SHALL BE FINAL AND BINDING.