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Form of Proxy

VALNEVA SE

Notes

MIX MEETING TYPE

No. Proposition For Against Abstain
1

Approval of the parent entity financial statements for the fiscal year ended December 31, 2025

2

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

3

Appropriation of earnings for the fiscal year ended December 31, 2025

4

Ratification of the transfer of the registered office

5

Approval of the indemnification agreement entered into in favor of Mr. Gerd Zettlmeissl in the year ended December 31, 2025, pursuant to Articles L. 225-38 et seq. of the French Commercial Code

6

Reappointment of Ms. Anne-Marie Salan (preferred name: Graffin) as Director

7

Reappointment of Mr. James Sulat as Director

8

Reappointment of Mr. James Edward Connolly as Director

9

Reappointment of Ms. Kathrin Ute Jansen as Director

10

Reappointment of Mr. Thomas Lingelbach as Director

11

Approval of the compensation policy applicable to Mr. Thomas Lingelbach, CEO, for the fiscal year 2026

12

Approval of the compensation policy applicable to the members of the Board of Directors for the fiscal year 2026

13

Approval of the information referred to in Article L. 22-10-9, I of the French Commercial Code, pursuant to Article L. 22-10-34, I of the French Commercial Code

14

Approval of the fixed, variable and exceptional components making up the total compensation and benefits of any kind paid during, or granted in respect of the fiscal year ended December 31, 2025, to Ms. Anne-Marie Graffin, Chair of the Board of Directors

15

Approval of the fixed, variable and exceptional components making up the total compensation and benefits of any kind paid during, or granted in respect of the fiscal year ended December 31, 2025, to Mr. Thomas Lingelbach, CEO

16

Approval of the fixed, variable and exceptional components making up the total compensation and benefits of any kind paid during, or granted in respect of the fiscal year ended December 31, 2025, to Mr. Juan Carlos Jaramillo, in his capacity as Associate Managing Officer

17

Approval of the fixed, variable and exceptional components making up the total compensation and benefits of any kind paid during, or granted in respect of the fiscal year ended December 31, 2025, to Mr. Peter Bhler, in his capacity as Associate Managing Officer

18

Approval of the fixed, variable and exceptional components making up the total compensation and benefits of any kind paid during, or granted in respect of the fiscal year ended December 31, 2025, to Ms. Dipal Patel, in her capacity as Associate Managing Officer

19

Approval of the fixed, variable and exceptional components making up the total compensation and benefits of any kind paid during, or granted in respect of the fiscal year ended December 31, 2025, to Mr. Franck Grimaud, in his capacity as Associate Managing Officer

20

Authorization and powers to be given to the Board of Directors for the purpose of allowing the Company to make transactions on its own shares

21

Authorization granted to the Board of Directors to cancel treasury shares

22

Grant of authority to the Board of Directors to increase the share capital by issuing ordinary shares or any securities giving access to the capital, while maintaining the preferential subscription right of the shareholders

23

Grant of authority to the Board of Directors to increase the capital by issuing ordinary shares or any securities giving access to the capital through a public offering (other than those referred to in Article L. 411-2, 1o of the French Monetary and Financial Code), canceling preferential subscription rights of the shareholders though including an

24

Grant of authority to the Board of Directors to increase the share capital by issuing shares and/or securities giving immediate and/or future access to the Company's share capital, with cancellation of preferential subscription rights of the shareholders, through a public offering referred to in Article L. 411-2, 1o of the French Monetary and Finan

25

Grant of authority to the Board of Directors to increase the share capital by issuing shares and/or securities giving immediate and/or future access to the Company’s share capital, with cancellation of preferential subscription rights of the shareholders for the benefit of certain categories of persons meeting specified characteristics

26

Grant of authority to the Board of Directors to increase the share capital by issuing ordinary shares and/or any securities giving access, immediately or in the future, to the Company’s share capital, with cancellation of preferential subscription rights of the shareholders for the benefit of one or several persons specifically designated by the Bo

27

Grant of authority to the Board of Directors to increase the number of shares to be issued in the case of a capital increase, with or without preferential subscription rights for existing shareholders, within the limit of 15% of the initial issue amount

28

Grant of authority to the Board of Directors in order to increase the share capital through the capitalization of reserves, earnings or premium

29

Grant of authority to the Board of Directors to increase the share capital by issuing shares and/or securities giving immediate and/or future access to the Company’s share capital, in consideration for contributions in kind for equity securities or other securities giving access to the capital

30

Grant of authority to the Board of Directors to increase the share capital by issuing shares and/or securities giving immediate and/or future access to the Company’s share capital, in a public offering involving an exchange component initiated by the Company

31

Maximum aggregate amount of capital increases

32

Grant of authority to the Board of Directors for the purpose of granting stock options, through one or more issues, for the benefit of employees and/or corporate officers of the Company and its affiliates, entailing waiver by shareholders of their preferential subscription rights to shares to be issued after exercising stock options

33

Issue of free shares; Delegation of authority to the Board of Directors for this purpose

34

Aggregate limitation on the amount of issues made pursuant to the thirty-second and thirty-third resolutions

35

Grant of authority to the Board of Directors for the purpose of deciding to carry out a capital increase reserved for employees

36

Amendment to Article 27 of the Articles of Association, to align it with the provisions of the French Commercial Code

37

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