• Media Centre
  • Investor relations
  • Client area
  • Client area
  • Stewardship policy
  • Annual reports service

Form of Proxy

VALNEVA SE

Notes

No. Proposition For Against Abstain
1

APPROVAL OF THE CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

2

APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

3

ALLOCATION OF INCOME FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

4

APPROVAL OF THE INDEMNITY AGREEMENT CONCLUDED FOR THE BENEFIT OF MRS. DANIELE GUYOT-CAPARROS DURING THE FINANCIAL YEAR ENDED 31 DECEMBER 2024, IN ACCORDANCE WITH ARTICLES L. 225-38 AND FOLLOWING OF THE FRENCH COMMERCIAL CODE

5

APPROVAL OF THE SETTLEMENT AGREEMENT CONCLUDED BETWEEN THE COMPANY AND MR. FREDERIC JACOTOT DURING THE FINANCIAL YEAR ENDED 31 DECEMBER 2024, IN ACCORDANCE WITH ARTICLES L. 225-38 AND FOLLOWING OF THE FRENCH COMMERCIAL CODE

6

APPROVAL OF THE SUPPORT SERVICES AGREEMENT CONCLUDED BETWEEN THE COMPANY AND BPIFRANCE PARTICIPATIONS SA DURING THE FINANCIAL YEAR ENDED 31 DECEMBER 2024, IN ACCORDANCE WITH ARTICLES L. 225-38 AND FOLLOWING OF THE FRENCH COMMERCIAL CODE

7

RENEWAL OF THE TERM OF OFFICE OF MR. JAMES SULAT AS MEMBER OF THE BOARD OF DIRECTORS

8

APPOINTMENT OF MR. GERD ZETTLMEISSL AS DIRECTOR

9

RENEWAL OF THE TERM OF OFFICE OF THE FIRM DELOITTE & ASSOCIES AS PRINCIPAL STATUTORY AUDITOR

10

APPROVAL OF THE REMUNERATION POLICY APPLICABLE TO MR. THOMAS LINGELBACH, CHIEF EXECUTIVE OFFICER, FOR THE FINANCIAL YEAR 2025

11

APPROVAL OF THE REMUNERATION POLICY APPLICABLE TO MR. FRANCK GRIMAUD, DEPUTY CHIEF EXECUTIVE OFFICER, FOR THE FINANCIAL YEAR 2025

12

APPROVAL OF THE REMUNERATION POLICY APPLICABLE TO MR. JUAN CARLOS JARAMILLO, DEPUTY CHIEF EXECUTIVE OFFICER, FOR THE FINANCIAL YEAR 2025

13

APPROVAL OF THE REMUNERATION POLICY APPLICABLE TO MR. PETER BUHLER, DEPUTY CHIEF EXECUTIVE OFFICER, FOR THE FINANCIAL YEAR 2025

14

APPROVAL OF THE REMUNERATION POLICY APPLICABLE TO MRS. DIPAL PATEL, DEPUTY CHIEF EXECUTIVE OFFICER, FOR THE FINANCIAL YEAR 2025

15

APPROVAL OF THE REMUNERATION POLICY FOR MEMBERS OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2025

16

APPROVAL OF THE INFORMATION REFERRED TO IN SECTION I OF ARTICLE L. 22-10-9 OF THE FRENCH COMMERCIAL CODE, PURSUANT TO SECTION I OF ARTICLE L. 22-10-34 OF THE FRENCH COMMERCIAL CODE

17

APPROVAL OF THE FIXED, VARIABLE AND EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL REMUNERATION AND BENEFITS OF ANY KIND PAID DURING THE FINANCIAL YEAR ENDED 31 DECEMBER 2024, OR AWARDED IN RESPECT OF THE SAME FINANCIAL YEAR TO MRS. ANNE-MARIE GRAFFIN, CHAIRWOMAN OF THE BOARD OF DIRECTORS

18

APPROVAL OF THE FIXED, VARIABLE AND EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL REMUNERATION AND BENEFITS OF ANY KIND PAID DURING THE FINANCIAL YEAR ENDED 31 DECEMBER 2024, OR AWARDED IN RESPECT OF THE SAME FINANCIAL YEAR TO MR. THOMAS LINGELBACH, CHIEF EXECUTIVE OFFICE

19

APPROVAL OF THE FIXED, VARIABLE AND EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL REMUNERATION AND BENEFITS OF ANY KIND PAID DURING THE FINANCIAL YEAR ENDED 31 DECEMBER 2024, OR AWARDED IN RESPECT OF THE SAME FINANCIAL YEAR TO MR. FRANCK GRIMAUD, DEPUTY CHIEF EXECUTIVE OFFICER

20

APPROVAL OF THE FIXED, VARIABLE AND EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL REMUNERATION AND BENEFITS OF ANY KIND PAID DURING THE FINANCIAL YEAR ENDED 31 DECEMBER 2024, OR AWARDED IN RESPECT OF THE SAME FINANCIAL YEAR TO MR. JUAN CARLOS JARAMILLO, DEPUTY CHIEF EXECUTIVE OFFICER

21

APPROVAL OF THE FIXED, VARIABLE AND EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL REMUNERATION AND BENEFITS OF ANY KIND PAID DURING THE FINANCIAL YEAR ENDED 31 DECEMBER 2024, OR AWARDED IN RESPECT OF THE SAME FINANCIAL YEAR TO MR. PETER BUHLER, DEPUTY CHIEF EXECUTIVE OFFICER

22

APPROVAL OF THE FIXED, VARIABLE AND EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL REMUNERATION AND BENEFITS OF ANY KIND PAID DURING THE FINANCIAL YEAR ENDED 31 DECEMBER 2024, OR AWARDED IN RESPECT OF THE SAME FINANCIAL YEAR TO MRS. DIPAL PATEL, DEPUTY CHIEF EXECUTIVE OFFICER

23

AUTHORISATION AND POWERS TO BE GRANTED TO THE BOARD OF DIRECTORS TO ALLOW THE COMPANY TO TRADE IN ITS OWN SHARES

24

AUTHORISATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO CANCEL TREASURY SHARES HELD BY THE COMPANY

25

DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL BY ISSUING COMMON SHARES OR ANY TRANSFERABLE SECURITIES GRANTING ACCESS TO THE CAPITAL, WITH RETENTION OF THE SHAREHOLDERS PRE-EMPTIVE SUBSCRIPTION RIGHT

26

DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL BY ISSUING COMMON SHARES OR ANY TRANSFERABLE SECURITIES GRANTING ACCESS TO THE CAPITAL BY AN OFFER TO THE PUBLIC (OTHER THAN THOSE REFERRED TO IN PARAGRAPH 1 OF ARTICLE L. 411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE), WITH CANCELLATION OF THE SHAREHOLDERS PRE-EMPTIVE SUBSCRIPTION RIGHT BUT WITH AN OPTIONAL PRIORITY PERIOD

27

DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH A CAPITAL INCREASE BY ISSUING SHARES AND/OR TRANSFERABLE SECURITIES GRANTING ACCESS, IMMEDIATELY AND/OR IN THE FUTURE, TO THE COMPANYS CAPITAL, WITH CANCELLATION OF THE SHAREHOLDERS PRE-EMPTIVE SUBSCRIPTION RIGHT, AS PART OF AN OFFER TO THE PUBLIC REFERRED TO IN PARAGRAPH 1 OF ARTICLE L. 411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE

28

DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO PROCEED WITH A CAPITAL INCREASE BY ISSUING SHARES AND/OR TRANSFERABLE SECURITIES GRANTING ACCESS, IMMEDIATELY AND/OR IN THE FUTURE, TO THE COMPANYS CAPITAL, WITH CANCELLATION OF THE SHAREHOLDERS PRE-EMPTIVE SUBSCRIPTION RIGHT FOR THE BENEFIT OF CATEGORIES OF PERSONS MEETING SPECIFIED CHARACTERISTICS

29

DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO PROCEED WITH A CAPITAL INCREASE THROUGH THE ISSUE OF SHARES AND/OR TRANSFERABLE SECURITIES GRANTING ACCESS, IMMEDIATELY AND/OR IN THE FUTURE, TO THE COMPANYS CAPITAL, WITH CANCELLATION OF THE SHAREHOLDERS PRE-EMPTIVE SUBSCRIPTION RIGHT FOR THE BENEFIT OF ONE OR MORE DESIGNATED PERSONS ; DELEGATION TO THE BOARD OF DIRECTORS OF THE POWER TO DESIGNATE THEM

30

DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE NUMBER OF SECURITIES TO BE ISSUED IN THE EVENT OF A CAPITAL INCREASE WITH OR WITHOUT THE SHAREHOLDERS PRE-EMPTIVE SUBSCRIPTION RIGHT, WITHIN THE LIMIT OF 15% OF THE AMOUNT OF THE INITIAL ISSUE

31

DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL BY INCORPORATING RESERVES, PROFITS, OR PREMIUMS INTO THE CAPITAL

32

DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL BY ISSUING SHARES AND/OR TRANSFERABLE SECURITIES GRANTING ACCESS, IMMEDIATELY AND/OR IN THE FUTURE, TO THE COMPANYS CAPITAL, AS REMUNERATION FOR CONTRIBUTIONS IN KIND RELATING TO EQUITY SECURITIES OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE CAPITAL

33

DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL BY ISSUING SHARES AND/OR TRANSFERABLE SECURITIES GRANTING ACCESS, IMMEDIATELY AND/OR IN THE FUTURE, TO THE COMPANYS CAPITAL, IN THE EVENT OF A PUBLIC OFFERING WITH AN EXCHANGE COMPONENT INITIATED BY THE COMPANY

34

OVERALL MAXIMUM CEILING FOR CAPITAL INCREASES

35

AUTHORISATION TO THE BOARD OF DIRECTORS TO