Valneva SE · EURONEXT:VLA
Valneva — Shareholder Meeting (December 2020)
44 slides from Valneva's shareholder meeting presentation, Dec 22, 2020
Slide 1: Extraordinary General Meeting Valneva SE
Extraordinary General Meeting Valneva SE December 22, 2020 Saint-Herblain
Slide 2: Forward-looking statements
Forward-looking statements This presentation contains certain forward-looking statements relating to the business of Valneva, including with respect to the progress, timing and completion of research, development and clinical trials for product candidates, the ability to manufacture, market, commerc
Slide 3: Agenda
Agenda 1. EGM preliminary formalities 2. Introduction 3. Company overview 4. Recent highlights & newsflow 5. Answers to written questions 6. Auditor’s reports 7. Presentation of the resolutions and voting results 8. Conclusion VALNEVA - Extraordinary General Meeting December 22, 2020 3
Slide 4: EGM preliminary formalities
EGM preliminary formalities Appoint/Confirm EGM committee (Chairperson, Observers, Secretary) Validation of the Quorum (Secretary) Agenda (Chairperson) VALNEVA - Extraordinary General Meeting December 22, 2020 4
Slide 5: Agenda
Agenda 1. EGM preliminary formalities 2. Introduction 3. Company overview 4. Recent highlights & newsflow 5. Answers to written questions 6. Auditor’s reports 7. Presentation of the resolutions and voting results 8. Conclusion VALNEVA - Extraordinary General Meeting December 22, 2020 5
Slide 6: Agenda
Agenda 1. EGM preliminary formalities 2. Introduction 3. Company overview 4. Recent highlights & newsflow 5. Answers to written questions 6. Auditor’s reports 7. Presentation of the resolutions and voting results 8. Conclusion VALNEVA - Extraordinary General Meeting December 22, 2020 6
Slide 7: Valneva's Value Proposition
Valneva’s Value Proposition Integrated business model with valuable R&D and commercial assets R&D provides upside for shareholders Commercial Business Lyme vaccine in Phase 2 Total sales revenues of €129.5m in 2019; Guidance for 2020 ~ €70m US/EU market opportunity of ~$1bn per annum • Only program
Slide 8: Agenda
Agenda 1. EGM preliminary formalities 2. Introduction 3. Company overview 4. Recent highlights & newsflow 5. Answers to written questions 6. Auditor’s reports 7. Presentation of the resolutions and voting results 8. Conclusion VALNEVA - Extraordinary General Meeting December 22, 2020 8
Slide 9: Recent highlights & newsflow
Recent highlights & newsflow Initiated Ph 1/2 study of inactivated COVID-19 vaccine candidate VLA2001 Announced pediatric acceleration of Lyme disease vaccine candiate VLA15 R&D Announced positive initial results for two Phase 2 studies of VLA15 Received EMA PRIME Designation for chikungunya
Slide 10: Nine Months Key Takeaways & Full Year 2020 Outlook
Nine Months Key Takeaways & Full Year 2020 Outlook 9M Key Takeaways • Total revenues of €58.8 million in 9M 2020 (vs €81.4 million in 9M 2019) • Product sales revenues of €45.9 million in 9M 2020 adversely affected by COVID-19 pandemic and the US military phasing in Q4 o No revenue associated with t
Slide 11: Key Upcoming Milestones
Key Upcoming Milestones Lyme disease vaccine candidate VLA15 ▪ Initiation of Phase 2 study VLA15-221, including pediatric development, planned for Q1 2021 Chikungunya vaccine candidate VLA1553 ▪ Phase 3 recruitment completion expected early 2021 COVID-19 vaccine candidate VLA2001 ▪ Top line data exp
Slide 12: Agenda
Agenda 1. EGM preliminary formalities 2. Introduction 3. Company overview 4. Recent highlights & newsflow 5. Answers to written questions 6. Auditor’s reports 7. Presentation of the resolutions and voting results 8. Conclusion VALNEVA - Extraordinary General Meeting December 22, 2020 12
Slide 13: Agenda
Agenda 1. EGM preliminary formalities 2. Introduction 3. Company overview 4. Recent highlights & newsflow 5. Answers to written questions 6. Auditor’s reports 7. Presentation of the resolutions and voting results 8. Conclusion VALNEVA - Extraordinary General Meeting December 22, 2020 13
Slide 14: Excerpts of the Auditors' reports
Excerpts of the Auditors’ reports Issue of shares and securities with and/or without cancellation of preferential subscription rights (Resolutions 2, 3, 4, 5, 6, 7, 9 and 10) “We performed the procedures we considered necessary with regard to the professional guidelines of the French Institute of St
Slide 15: Excerpts of the Auditors' reports
Excerpts of the Auditors’ reports Share capital increase reserved for members of a Company savings plan (Resolution 11) “We have performed the procedures that we considered necessary in accordance with the professional guidelines of the French National Institute of Statutory Auditors (Compagnie Nati
Slide 16: Agenda
Agenda 1. EGM preliminary formalities 2. Introduction 3. Company overview 4. Recent highlights & newsflow 5. Answers to written questions 6. Auditor’s reports 7. Presentation of the resolutions and voting results 8. Conclusion VALNEVA - Extraordinary General Meeting December 22, 2020 16
Slide 17: Important note on resolutions
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 Valneva’s website www.valneva.com. The English resolutions and their English summary are free translations. In the event of a discrepancy between the
Slide 18: Resolution 1 - Amendments of the Company's Articles of Association
Resolution 1 - Amendments of the Company’s Articles of Association The Shareholders, acting in accordance with the quorum and majority requirements applicable to Extraordinary General Meetings, after considering the Management Board Report, decide to amend article 18, 2. of the Company's Articles of
Slide 19: ADOPTED
Resolution 1 - Amendments of the Company’s Articles of Association REQUIRED MAJORITY : 53,305,516 FOR : 79,956,847 (99.99%) AGAINST : 1,427 ABSTENTION - BLANK VOTE - VOID : 0 ADOPTED VALNEVA - Extraordinary General Meeting December 22, 2020 19
Slide 20: Summary of resolution 2 - Grant of authority to increase share capital
Summary of resolution 2 - Grant of authority to 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 of the shareholders The Shareholders: + delegate to the Management Board,
Slide 21: ADOPTED
Resolution 2 - Grant of authority to 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 of the shareholders REQUIRED MAJORITY : 53,305,516 FOR : 79,639,612 (99.60%) AGAINST
Slide 22: Summary of resolution 3 - Grant of authority to increase capital
Summary of resolution 3 - Grant of authority to the to the Management Board to increase the capital by issuing ordinary shares or any securities giving access to the capital to the capital, through a public offering (other than those referred to in Article L. 411-2, 1° of the French Monetary and Fin
Slide 23: ADOPTED
Resolution 3 - Grant of authority to the Management Board 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, 1° of the French Monetary and Financial Code), canceling preferenti
Slide 24: Summary of resolution 4 - Grant of authority to increase share capital
Summary of resolution 4 - 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 Company's share capital, with cancellation of preferential subscription rights of the shareholders, through a public off
Slide 25: ADOPTED
Resolution 4 - 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 Company's share capital, with cancellation of preferential subscription rights of the shareholders, through a public offering refer
Slide 26: Summary of resolution 5 - Authorization to set issue price
Summary of resolution 5 - Authorization given to the Management Board, in the event of the issuance of ordinary shares of the Company and/or securities giving immediate or future access to the capital of the Company, with cancellation of preferential subscription rights of the shareholders, of setti
Slide 27: ADOPTED
Summary of resolution 5 - Authorization given to the Management Board, in the event of the issuance of ordinary shares of the Company and/or securities giving immediate or future access to the capital of the Company, with cancellation of preferential subscription rights of the shareholders, of setti
Slide 28: Summary of Resolution 6 - Grant of authority to increase share capital
Summary of Resolution 6 - Grant of authority to the Management Board to increase the share capital by issuing shares, with cancellation of preferential subscription rights of the shareholders for the benefit of certain categories of persons meeting specified characteristics The Shareholders: + resol
Slide 29: Summary of Resolution 6 - Grant of authority to increase share capital
Summary of Resolution 6 - Grant of authority to the Management Board to increase the share capital by issuing shares, with cancellation of preferential subscription rights of the shareholders for the benefit of certain categories of persons meeting specified characteristics + resolve that the issue
Slide 30: ADOPTED
Resolution 6 - Grant of authority to the Management Board to increase the share capital by issuing shares, with cancellation of preferential subscription rights of the shareholders for the benefit of certain categories of persons meeting specified characteristics REQUIRED MAJORITY : 53,271,527 FOR :
Slide 31: Resolution 7 - Authority to increase number of shares issued
Resolution 7 - Grant of authority to the Management Board 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 The Shareholders: + decide, in ac
Slide 32: ADOPTED
Resolution 7 - Grant of authority to the Management Board 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 REQUIRED MAJORITY : 53,305,516 FO
Slide 33: Resolution 8 - Authority to increase capital via capitalization of reserves
Resolution 8 - Grant of authority to the Management Board in order to increase the share capital through the capitalization of reserves, earnings or premium The Shareholders: + resolve, in accordance with the provisions of Article L. 225-129-2 of the French Commercial Code, to grant the Management B
Slide 34: ADOPTED
Resolution 8 - Grant of authority to the Management Board in order to increase the share capital through the capitalization of reserves, earnings or premium REQUIRED MAJORITY : 39,979,138 FOR : 79,952,160 (99.99%) AGAINST : 6,114 ABSTENTION - BLANK VOTE - VOID : 0 ADOPTED VALNEVA - Extraordinary Gen
Slide 35: Summary of resolution 9 - Authority to issue shares for contributions in kind
Summary of resolution 9 - 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, with cancellation of preferential subscription rights of the shareholders, in consideration for
Slide 36: ADOPTED
Resolution 9 - 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, with cancellation of preferential subscription rights of the shareholders, in consideration for contributio
Slide 37: Resolution 10 - Maximum aggregate amount of capital increases
Resolution 10 - Maximum aggregate amount of capital increases The Shareholders: + resolve that the maximum aggregate amount of capital increases that may be carried out, with immediate effect or in the future, under resolutions 2 to 9, may not exceed five million three hundred and seventy thousand e
Slide 38: ADOPTED
Resolution 10 - Maximum aggregate amount of capital increases REQUIRED MAJORITY : 53,305,442 FOR : 79,824,690 (99.83%) AGAINST : 133,473 ABSTENTION - BLANK VOTE - VOID : 111 ADOPTED VALNEVA - Extraordinary General Meeting December 22, 2020 38
Slide 39: Summary of resolution 11 - Capital increase reserved for employees
Summary of resolution 11 - Grant of authority to the Management Board for the purpose of deciding to carry out a capital increase reserved for employees The Shareholders: + resolve in accordance with the provisions of article L. 225-129-6 of the French Commercial Code to reserve for the benefit of e
Slide 40: REJECTED
Resolution 11 - Grant of authority to the Management Board for the purpose of deciding to carry out a capital increase reserved for employees REQUIRED MAJORITY : 53,304,850 FOR : 30,456,498 AGAINST : 49,500,776 (61.91%) ABSTENTION - BLANK VOTE - VOID : 1,000 REJECTED VALNEVA - Extraordinary General
Slide 41: Resolution 12 - Powers for formalities
Resolution 12 - 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. VALNEVA - Extraordinary General M
Slide 42: ADOPTED
Resolution 12 - Powers for formalities REQUIRED MAJORITY : 53,305,516 FOR : 79,957,847 (99.99%) AGAINST : 427 ABSTENTION - BLANK VOTE - VOID : 0 ADOPTED VALNEVA - Extraordinary General Meeting December 22, 2020 42
Slide 43: Agenda
Agenda 1. EGM preliminary formalities 2. Introduction 3. Company overview 4. Recent highlights & newsflow 5. Answers to written questions 6. Auditor’s reports 7. Presentation of the resolutions and voting results 8. Conclusion VALNEVA - Extraordinary General Meeting December 22, 2020 43
Slide 44: WaAvalneva
WaAvalneva