DEF 14A

DEF 14A 1 d695742ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to § 240.14a-12

DBV Technologies S.A.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Dear Fellow DBV Shareholders,

At DBV, our mission remains steadfast in addressing the real-world needs of families with children living with life-threatening food allergies who are actively seeking treatment options. In a context of a shift in the landscape of allergy management, moving from a passive approach of avoidance to an active and targeted treatment strategy, DBV is well positioned to play a pivotal role as a key component in the allergists’ toolkit for managing food allergy. To accomplish this, we remain focused on three pillars: safety, efficacy, and ease of use with a target population of peanut-allergic children aged 1 through 7 years old.

The publication of our EPITOPE study in the prestigious New England Journal of Medicine (NEJM) was a significant achievement in 2023. The publication of this groundbreaking study, focused on peanut-allergic toddlers aged 1 through 3 years-old, underscores the significance and importance of our product and its potential. Notably, the study data shows that 67% of subjects treated with Viaskin^™ Peanut 250 µg met response criteria after 12 months, compared to 33.5% in the placebo arm.

Late last year, DBV had the opportunity to give a late-breaking presentation, at the American College of Allergy, Asthma & Immunology (ACAAI), of the EPITOPE open-label extension. Highlighted in that presentation was a 24-month readout of the interim data which showed a continued benefit of long-term treatment with Viaskin Peanut. Significantly, 56% of children in the open-label extension were able to consume an equivalent of 12-14 peanuts without experiencing an allergic reaction during the year-two food challenge. Moreover, 81% achieved an increase in eliciting dose from a median of 100mg (the equivalent of approximately 1/3 of a peanut) to 3-4 peanuts. We view this data as being highly meaningful and motivating to our continued mission to bring Viaskin Peanut to market.

In 2023, we launched the VITESSE study, focusing on safety and efficacy in 4 through 7-year-olds, recognizing this is an age group where children’s lifestyle involves an increase in social interactions, school, and extracurricular activities. As an update, enrollment is ongoing and we expect to screen the last subject in VITESSE in 2024.

As the typical age of diagnosis for a peanut allergy in children is between the ages of 1 through 5 years old, we believe that initiating immunotherapy with Viaskin Peanut in children 1 through 7 is optimal. Parents are highly motivated to seek treatment upon diagnosis. We strive to protect peanut allergic children in this age group from accidental peanut consumption and hope to provide greater peace of mind for the children and all their loved ones. The three pillars of Viaskin Peanut: safety, efficacy, and ease of use without restrictions on daily life, are intended to achieve that outcome. Furthermore, as our data shows, and like other immunotherapies with the potential to reeducate the immune system, the earlier treatment is initiated, the better the clinical outcome, as the immune system is particularly susceptible to being reeducated in early life.

DBV continues to expand a substantial clinical dataset, with already close to 1,700 children on active treatment across age groups when we combine data from our prior Phase 3 trials, including approximately 600 toddlers aged 1 through 3 years and 1,100 children aged 4 through 7. We are accumulating the largest ever cumulative exposure to an investigational product in pediatric food allergy. More than one million Viaskin Peanut patches have been applied to peanut-allergic children in our trials—which is the equivalent to more than one million days of therapy.

Based on the number of children on active treatment, Viaskin Peanut is clearly a well-studied therapeutic, which gives us confidence in the potential of Viaskin as a novel treatment option and the science of epicutaneous immunotherapy as a platform. The allergist community and patient advocacy groups are emphatic in their support of Viaskin Peanut as a treatment option and are eager to welcome it when it is approved and becomes commercially available. Therefore, we are dedicating all our efforts towards filing parallel Biologic License Applications (BLAs) in 1 through 3-year-olds and 4 through 7-year-olds, reflecting our mission to advancing treatment options for young children living with peanut allergy.

To accomplish this, our commitment to financial discipline and focused spending remains a cornerstone of our culture and day-to-day life. We appreciate the support and confidence of our shareholders so that we may continue to prioritize the completion of our studies for Viaskin Peanut. The PIPE and ATM offerings conducted in 2022 and 2023 allowed us to fuel Viaskin Peanut development progress in 2023. More than 90% of our expenditures and efforts are directed toward operations for Viaskin Peanut’s clinical development and preparing for BLA filings. With a cash balance of $141 million at year-end 2023, we will continue to employ the requisite financial discipline necessary to give us the ability to further advance Viaskin Peanut development throughout the year.

While Viaskin Peanut is our near-term priority program, our belief in epicutaneous immunotherapy as a platform is reflected in the Viaskin Milk program which is being readied to advance to Phase 2b for both cow’s milk allergy and cow’s milk induced eosinophilic esophagitis (EoE). In addition, we continue to investigate the potential application of Viaskin in other immunologic indications with a high unmet need, such as celiac disease.

Our mission-driven focus centers on people living with food allergies and other immunologic conditions with significant unmet medical need. We are building a future with more options and better outcomes for these people and their families. We are grateful for the ongoing support from our shareholders in realizing this vision.

In closing, I wish to state that we believe our current stock price undervalues our company and does not reflect the potential of Viaskin Peanut. We remain steadfast in our efforts to bring Viaskin Peanut to market.

Thank you for your belief in DBV Technologies and its future.

Sincerely,

/s/ Michel de Rosen

Michel de Rosen

April 26, 2024

DBV Technologies S.A.

177-181 Avenue Pierre Brossolette

92120 Montrouge France

NOTICE OF ANNUAL COMBINED GENERAL MEETING OF SHAREHOLDERS

To Be Held at 10:00 AM Paris Time on May 16, 2024

To Shareholders of DBV Technologies S.A.:

The 2024 Annual Combined General Meeting of Shareholders of DBV Technologies S.A. (the “Company”), a French société anonyme, will be held on May 16, 2024, at 10:00 AM Paris time at the Company’s new headquarters located at 107 avenue de la République 92320 Châtillon, France.

Within the authority of the Ordinary Shareholders’ Meeting:

Approval of the annual financial statements for the year ended December 31, 2023

Approval of the consolidated financial statements for the year ended December 31, 2023

Allocation of income for the year ended December 31, 2023

Allocation of the accumulated deficit to the “Additional paid-in capital”

Statutory auditors’ special report on regulated agreements and acknowledgement of the absence of new regulated agreements

Renewal of Ms. Adora Ndu, as director

Renewal of Ms. Julie O’Neill, as director

Renewal of Ms. Danièle Guyot-Caparros, as director

Renewal of Mr. Ravi M. Rao, as director

10.

Approval of the information set out in section I of Article L.22-10-9 of the French Commercial Code on the compensation of corporate officers for the year ended December 31, 2023

11.

Approval of the fixed, variable and non-recurring components of overall compensation and benefits of all types paid or assigned during the year ended December 31, 2023, to Mr. Michel de Rosen, Chairman of the Board of Directors

12.

Approval of the fixed, variable and non-recurring components of overall compensation and benefits of all types paid or assigned during the year ended December 31, 2023, to Mr. Daniel Tassé, Chief Executive Officer

13.

Advisory opinion on the compensation of named executive officers other than the Chief Executive Officer

14.

Approval of the compensation policy for the Chairman of the Board of Directors for the year ending December 31, 2024

15.

Approval of the compensation policy for the Directors for the year ending December 31, 2024

16.

Approval of the compensation policy for the Chief Executive Officer and Deputy Chief Executive Officer for the year ending December 31, 2024

17.

Authorization to be granted to the Board of Directors to buy back company shares on the Company’s behalf pursuant to Article L.22-10-62 of the French Commercial Code

Within the authority of the Extraordinary Shareholders’ Meeting:

18.

Delegation to be granted to the Board of Directors for the company to cancel the shares bought back pursuant to Article L.22-10-62 of the French Commercial Code

19.

Reverse split of the Company’s shares by allocation of one new share with a par value of €1 for ten (10) existing shares with a par value of €0.10 each and delegation of powers to the Board of Directors for the purpose of implementing the reverse split

20.

21.

Delegation of powers to be granted to the Board of Directors to issue ordinary shares and/ or equity securities giving access to other equity securities or to the allocation of debt securities, and/or securities giving access to equity securities to be issued, without pre-emptive rights, by means of a public offer (excluding the offers set out in paragraph 1 of Article L.411-2 of the French Monetary and Financial Code), and/or as consideration for securities in the context of a public exchange offer

22.

Delegation of powers to be granted to the Board of Directors to issue ordinary shares and/ or equity securities giving access, as the case may be, to equity securities or to the allocation of debt securities (of the Company or a group company), and/or securities giving access to ordinary shares (of the Company or a group company), without pre-emptive rights, by means of a public offer referred to in paragraph 1 of Article L.411-2 of the French Monetary and Financial Code

23.

Authorization, in the event of an issue without pre-emptive rights, to set the issue price according to the terms set by the General Meeting, within the limit provided by applicable laws and regulations

24.

Delegation of powers to be granted to the Board of Directors to issue ordinary shares, giving, as the case may be, access to ordinary shares or the allocation of debt securities (of the Company or a group company) and/or securities giving access to ordinary shares (of the Company or a group company), with pre-emptive subscription rights waived in favor of a category of persons meeting specified characteristics

25.

Delegation of powers to be granted to the Board of Directors to decide on the issue of ordinary shares to be issued immediately or in the future by the Company, with pre-emptive subscription rights waived in favor of a category of persons meeting specified characteristics within the framework of an equity financing agreement on the United States stock market known as “At-The-Market” or “ATM Program”

26.

Delegation of powers to be granted to the Board of Directors, in the case of a capital increase with existing shareholders’ preferential subscription rights maintained or waived, to increase the number of shares to be issued in the event of excess demand for subscriptions

27.

Delegation of powers to be granted to the Board of Directors to increase the capital by means of the issue of ordinary shares and/or securities giving access to the capital, up to the limit determined by applicable laws and regulations at the time of the capital increase, in consideration for contributions in kind of securities or securities giving access to the capital

28.

Delegation of powers to be granted to the Board of Directors for the purpose of deciding on any operation of merger-absorption, demerger, or partial contribution of assets

29.

Delegation of powers to be granted to the Board of Directors to issue ordinary shares giving, as the case may be, access to ordinary shares or to the allocation of debt securities (of the Company or of a Group company), and/or securities giving access to ordinary shares (of the Company or of a Group company), in the context of an operation of merger, demerger or partial contribution of assets decided by the Board of Directors pursuant to the delegation referred to in the twenty-eighth resolution

30.

Overall limit on the maximum authorized amounts set under the resolutions twenty-first, twenty-second, twenty-fourth, twenty-fifth, twenty-sixth, twenty-seventh and twenty-ninth resolutions

31.

Delegation of powers to be granted to the Board of Directors to increase the capital by means of the incorporation of reserves, profits and/or premiums

32.

Delegation of powers to be granted to the Board of Directors to increase the capital by the issue of ordinary shares and/or securities giving access to the capital, with pre-emptive subscription rights waived in favor of the members of a company savings plan pursuant to Articles L.3332-18 and seq. of the French Labor Code

33.

Delegation of powers to be granted to the Board of Directors to issue stock warrants (BSA), subscription and/or acquisition of new and/or existing stock warrants (BSAANE) and/or subscription and/or acquisition of new and/or existing redeemable stock warrants (BSAAR) with pre-emptive subscription rights waived in favor of a category of persons

34.

Authorization to be granted to the Board of Directors to allocate for free existing and/or to be issued shares to employees and/or certain corporate officers of the company or related companies or economic interest groups

35.

Authorization to be granted to the Board of Directors to grant options to subscribe and/or purchase shares (stock options) to employees and/or certain officers of the Company or related companies or economic interest groups

36.

Ratification of the headquarters’ transfer decided by the Board of Directors

37.

Consequential amendment of article 3 on the Company’s bylaws

Within the authority of the Ordinary Shareholders’ Meeting:

38.

Powers to complete formalities

These items of business are more fully described in the proxy statement accompanying this Notice.

On May 16, 2024, starting at 10:00 AM Paris time, the Annual General Meeting will be webcast with live audio on our website https://www.dbv-technologies.com. The recorded webcast of the Annual General Meeting will remain accessible on the Company’s website for five (5) years following the date of the Annual General Meeting.

These proxy materials will be mailed by Citibank, N.A. (the “Depositary”) commencing on or about April 30, 2024, to all holders of the Company’s American Depositary Shares (“ADSs”), each representing one-half of one ordinary share of the Company, having a nominal value of €0.10 per share (the “Ordinary Shares” or “Shares”). Our registrar, Société Générale Securities Services, will commence mailing proxy materials to all holders of the Company’s Ordinary Shares on or about April 29, 2024, in accordance with French law.

In accordance with Article R. 225-85 of the French Commercial Code, if you are holder of Ordinary Shares that are registered in your name or in the name of an intermediary duly registered on your behalf as of May 14, 2024 at zero hour Paris time, which is the second business day prior to the meeting (the “Ordinary Share Record Date”), either in the registered share accounts or in the bearer share accounts held by their authorized intermediary, you will be eligible to vote your Ordinary Shares . You may (i) vote in person at the Annual General Meeting (ii) grant your voting proxy directly to the chairman of the Annual General Meeting (iii) grant your voting proxy to another shareholder, your spouse, or your partner with whom you have entered into a civil union, (iv) vote by submitting your proxy card by mail or (v) vote by electronic mail via the secure platform Votaccess. If you vote in advance of the Annual General Meeting, you may change your vote provided that your request is received by the Company within the applicable time limits described in this proxy statement.

If you hold ADSs, you may instruct the Depositary, either directly or through your broker, bank or other nominee, how to vote the Ordinary Shares underlying your ADSs. Please note that only holders of Ordinary Shares, and not ADS holders, are entitled to vote directly at the Annual General Meeting. The Depositary has fixed a record date for the determination of holders of ADSs who shall be entitled to give such voting instructions. We have been informed by the Depositary that it has set the ADS record date for the Annual General Meeting as April 25, 2024 (the “ADS Record Date”). If you wish to have your votes cast at the meeting, you must obtain, complete and timely return at or prior to 10:00 AM Eastern Time on May 10, 2024, a voting instruction form from the Depositary, if you are a registered holder of ADSs, or from your broker, bank or other nominee in accordance with any instructions provided therefrom.

We appreciate your continued support of DBV Technologies S.A. and look forward to receiving your vote.


By order of the Board of directors,

		/s/ Daniel Tassé
		Daniel Tassé
		Chief Executive Officer

YOUR VOTE IS IMPORTANT. Please read the proxy statement and the accompanying materials. Whether or not you expect to attend the meeting, no matter how many Ordinary Shares or ADSs you own, please submit your proxy card or voting instruction form, as applicable, in accordance with the procedures described above.

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to be Held on May 16, 2024:

The proxy statement and annual report are available on the Investors section of our website https://www.dbv-technologies.com/investor-overview/sec-filings/

Our Depositary, Citibank, N.A., will commence mailing the proxy materials to all ADS holders on or about April 30, 2024. Our registrar, Société Générale Securities Services, will commence mailing the proxy materials to all holders of our Ordinary Shares on or about April 29, 2024, in accordance with French law and requirements.

Along with this proxy statement, we are also providing our 2024 Annual Report on Form 10-K, which includes our financial statements prepared in accordance with U.S. GAAP for the fiscal year ended December 31, 2023.

TABLE OF CONTENTS


	PAGE
IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING		8
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		19
REPORT OF AUDIT COMMITTEE		30
INFORMATION ABOUT OUR EXECUTIVE OFFICERS		31
EXECUTIVE COMPENSATION		32
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		42
DELINQUENT SECTION 16(a) REPORTS		45
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		46
AUDIT FEES AND SERVICES		50
PROPOSAL NOS. 1 TO 4: APPROVAL OF THE ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2023, APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2023, ALLOCATION OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2023 AND ALLOCATION OF ACCUMULATED DEFICIT TO SHARE PREMIUM ACCOUNT		52
PROPOSAL NO. 5 STATUTORY AUDITORS’ SPECIAL REPORT ON REGULATED AGREEMENTS AND ACKNOWLEDGMENT OF THE ABSENCE OF THE NEW REGULATED AGREEMENTS		53
PROPOSAL NOS. 6 TO 9: RENEWAL OF MS. ADORA NDU, RENEWAL OF MS. JULIE O’NEILL, RENEWAL OF MS. DANIELE GUYOT-CAPARROS, RENEWAL OF MR. RAVI RAO AS DIRECTORS		54
PROPOSAL NO. 10: APPROVAL OF THE INFORMATION SET OUT IN SECTION I OF THE ARTICLE L.22.10-9 OF THE FRENCH COMMERCIAL CODE ON THE COMPENSATION OF CORPORATE OFFICERS FOR THE YEAR 2023		56
PROPOSAL NO. 11: APPROVAL OF THE FIXED, VARIABLE AND NON-RECURRING COMPONENTS OF OVERALL COMPENSATION AND BENEFITS OF ALL TYPES PAID OR ASSIGNED DURING THE YEAR ENDED TO MICHEL DE ROSEN, CHAIRMAN OF THE BOARD OF DIRECTORS		57
PROPOSAL NO. 12: APPROVAL OF THE FIXED, VARIABLE AND NON-RECURRING COMPONENTS OF OVERALL COMPENSATION AND BENEFITS OF ALL TYPES PAID OR ASSIGNED DURING THE YEAR ENDED TO DANIEL TASSÉ, CHIEF EXECUTIVE OFFICER		58
PROPOSAL NO. 13: ADVISORY OPINION ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS OTHER THAN THE CHIEF EXECUTIVE OFFICER		59
PROPOSAL NOS. 14 TO 16: APPROVAL OF THE COMPENSATION POLICY FOR THE CHAIRMAN FOR CHAIRMAN OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR ENDING DECEMBER 31, 2024, APPROVAL OF THE COMPENSATION POLICY FOR THE DIRECTORS OF THE FINANCIAL YEAR ENDING DECEMBER 31, 2024 AND APPROVAL OF THE COMPENSATION POLICY FOR THE CHIEF EXECUTIVE OFFICER FOR THE FINANCIAL YEAR ENDING DECEMBER 31, 2024		60
PROPOSAL NO. 17: AUTHORIZATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO BUY BACK COMPANY SHARES ON THE COMPANY’S BEHALF PURSUANT TO ARTICLE L.22-10-62 OF THE FRENCH COMMERCIAL CODE		61
PROPOSAL NO. 18: DELEGATION TO BE GRANTED TO THE BOARD OF DIRECTORS FOR THE COMPANY TO CANCEL THE SHARES BOUGHT BACK PURSUANT TO ARTICLE L.22-10-62 OF THE FRENCH COMMERCIAL CODE		63
PROPOSAL NO. 19: REVERSE SPLIT OF THE COMPANY’S SHARES BY ALLOCATION OF ONE NEW SHARE WITH A PAR VALUE OF €1 FOR TEN (10) EXISTING SHARES WITH A PAR VALUE OF €0.10 EACH AND DELEGATION OF POWERS TO THE BOARD OF DIRECTORS FOR THE PURPOSE OF IMPLEMENTING THE REVERSE SPLIT		64


	PAGE
PROPOSAL NO. 20: DELEGATION OF POWERS TO BE GRANTED TO THE BOARD OF DIRECTORS TO ISSUE ORDINARY SHARES AND/OR EQUITY SECURITIES GIVING ACCESS TO OTHER EQUITY SECURITIES OR TO THE ALLOCATION OF DEBT SECURITIES AND/OR SECURITIES GIVING ACCESS TO ORDINARY SHARES WITH PRE-EMPTIVE RIGHTS		67
PROPOSAL NO. 21: DELEGATION OF POWERS TO BE GRANTED TO THE BOARD OF DIRECTORS TO ISSUE ORDINARY SHARES AND/ OR EQUITY SECURITIES GIVING ACCESS TO OTHER EQUITY SECURITIES OR TO THE ALLOCATION OF DEBT SECURITIES, AND/OR SECURITIES GIVING ACCESS TO EQUITY SECURITIES TO BE ISSUED, WITHOUT PRE-EMPTIVE RIGHTS, BY MEANS OF A PUBLIC OFFER (EXCLUDING THE OFFERS SET OUT IN PARAGRAPH 1 OF ARTICLE L.411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE), AND/OR AS CONSIDERATION FOR SECURITIES IN THE CONTEXT OF A PUBLIC EXCHANGE OFFER		68
PROPOSAL NO. 22: DELEGATION OF POWERS TO BE GRANTED TO THE BOARD OF DIRECTORS TO ISSUE ORDINARY SHARES AND/OR EQUITY SECURITIES GIVING ACCESS, AS THE CASE MAY BE, TO EQUITY SECURITIES OR TO THE ALLOCATION OF DEBT SECURITIES (OF THE COMPANY OR A GROUP COMPANY), AND/OR SECURITIES GIVING ACCESS TO ORDINARY SHARES (OF THE COMPANY OR A GROUP COMPANY), WITHOUT PRE-EMPTIVE RIGHTS, BY MEANS OF A PUBLIC OFFER REFERRED TO IN PARAGRAPH 1 OF ARTICLE L.411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE		70
PROPOSAL NO. 23: AUTHORIZATION, IN THE EVENT OF AN ISSUE WITHOUT PRE-EMPTIVE RIGHTS, TO SET THE ISSUE PRICE ACCORDING TO THE TERMS SET BY THE GENERAL MEETING, WITHIN THE LIMIT PROVIDED BY APPLICABLE LAWS AND REGULATIONS		71
PROPOSAL NO. 24: DELEGATION OF POWERS TO BE GRANTED TO THE BOARD OF DIRECTORS TO ISSUE ORDINARY SHARES, GIVING, IF APPLICABLE, ACCESS TO ORDINARY SHARES OR THE ALLOCATION OF DEBT SECURITIES (OF THE COMPANY OR A GROUP COMPANY) AND/OR SECURITIES GIVING ACCESS TO ORDINARY SHARES (OF THE COMPANY OR A GROUP COMPANY), WITH PRE-EMPTIVE SUBSCRIPTION RIGHTS WAIVED IN FAVOR OF CATEGORIES OF PERSONS MEETING SPECIFIED CHARACTERISTICS		72
PROPOSAL NO 25: DELEGATION OF POWER TO BE GRANTED TO THE BOARD OF DIRECTORS TO ISSUE ORDINARY SHARES TO BE ISSUED IMMEDIATELY OR IN THE FUTURE BY THE COMPANY, WITH PRE-EMPTIVE SUBSCRIPTION RIGHTS WAIVED IN FAVOR OF A CATEGORY OF PERSONS MEETING SPECIFIED CHARACTERISTICS WITHIN THE FRAMEWORK OF AN EQUITY FINANCING AGREEMENT ON THE UNITED STATES STOCK MARKET KNOWN AS “AT-THE-MARKET OFFERING” OR “ATM PROGRAM”		74
PROPOSAL NO. 26: DELEGATION OF POWER TO BE GRANTED TO THE BOARD OF DIRECTORS, IN THE CASE OF A CAPITAL INCREASE WITH EXISTING SHAREHOLDERS’ PREFERENTIAL SUBSCRIPTION RIGHTS MAINTAINED OR WAIVED, TO INCREASE THE NUMBER OF SHARES TO BE ISSUED IN THE EVENT OF EXCESS DEMAND FOR SUBSCRIPTIONS		76
PROPOSAL NO. 27: DELEGATION OF POWERS TO BE GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE CAPITAL BY MEANS OF THE ISSUE OF ORDINARY SHARES AND/OR SECURITIES GIVING ACCESS TO THE CAPITAL, UP TO THE LIMIT DETERMINED BY APPLICABLE LAWS AND REGULATIONS AT THE TIME OF THE IMPLEMENTATION OF THIS DELEGATION (ON AN INDICATIVE BASIS, CURRENTLY 10% OF THE CAPITAL), IN CONSIDERATION FOR CONTRIBUTIONS IN KIND OF EQUITY SECURITIES OR SECURITIES GIVING ACCESS TO THE CAPITAL		77
PROPOSAL NO. 28: DELEGATION OF POWERS TO BE GRANTED TO THE BOARD OF DIRECTORS FOR THE PURPOSE OF DECIDING ON ANY OPERATION OF MERGER-ABSORPTION, DEMERGER, OR PARTIAL CONTRIBUTION OF ASSETS.		78


	PAGE
PROPOSAL NO. 29: DELEGATION OF POWERS TO BE GRANTED TO THE BOARD OF DIRECTORS TO ISSUE ORDINARY SHARES GIVING, AS THE CASE MAY BE, ACCESS TO ORDINARY SHARES OR TO THE ALLOCATION OF DEBT SECURITIES (OF THE COMPANY OR OF A GROUP COMPANY), AND/OR SECURITIES GIVING ACCESS TO ORDINARY SHARES (OF THE COMPANY OR OF A GROUP COMPANY), IN THE CONTEXT OF AN OPERATION OF MERGER, DEMERGER OR PARTIAL CONTRIBUTION OF ASSETS DECIDED BY THE BOARD OF DIRECTORS PURSUANT TO THE DELEGATION REFERRED TO IN THE TWENTY-EIGHTH RESOLUTION		79
PROPOSAL NO. 30: OVERALL LIMIT ON THE MAXIMUM AUTHORIZED AMOUNTS SET UNDER THE 21^ST,22^D, 24^TH, 25^TH, 26^TH, 27^TH AND 29^TH RESOLUTIONS		81
PROPOSAL NO. 31: DELEGATION OF POWERS TO BE GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE CAPITAL BY MEANS OF THE INCORPORATION OF RESERVES, PROFITS AND/OR PREMIUMS		82
PROPOSAL NO. 32: DELEGATION OF POWERS TO BE GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL BY THE ISSUE OF ORDINARY SHARES AND/OR SECURITIES GRANTING ACCESS TO THE CAPITAL, WITH PRE-EMPTIVE SUBSCRIPTION RIGHTS WAIVED IN FAVOR OF THE MEMBERS OF A COMPANY SAVINGS PLAN PURSUANT TO ARTICLES L. 3332-18 ET SEQ. OF THE FRENCH LABOR CODE		83
PROPOSAL NO. 33: DELEGATION OF POWERS TO BE GRANTED TO THE BOARD OF DIRECTORS TO ISSUE STOCK WARRANTS (BSA), SUBSCRIPTION AND/OR ACQUISITION OF NEW AND/OR EXISTING STOCK WARRANTS (BSAANE) AND/OR SUBSCRIPTION AND/OR ACQUISITION OF NEW AND/OR EXISTING REDEEMABLE STOCK WARRANTS (BSAAR) WITH PRE-EMPTIVE SUBSCRIPTION RIGHTS WAIVED IN FAVOR OF A CATEGORY OF PERSONS		85
PROPOSAL NO. 34: AUTHORIZATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO ALLOCATE FOR FREE SHARES TO MEMBERS OF STAFF AND/OR CERTAIN CORPORATE OFFICERS OF THE COMPANY		88
PROPOSAL NO. 35: AUTHORIZATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO GRANT SHARE SUBSCRIPTION AND/OR PURCHASE OPTIONS (STOCK OPTIONS) TO MEMBERS OF STAFF AND/OR CERTAIN CORPORATE OFFICERS OF THE COMPANY OR RELATED COMPANIES OR ECONOMIC INTEREST GROUPS		91
PROPOSALS NO.36 AND NO. 37: RATIFICATION OF THE TRANSFER OF THE HEADQUARTER DECIDED BY THE BOARD OF DIRECTORS MEETING AND AMENDMENT OF ARTICLE 3 OF THE BY-LAWS		96
PROPOSAL NO 38: POWERS TO COMPLETE FORMALITIES		98
CODE OF BUSINESS CONDUCT AND ETHICS		99
OTHER MATTERS		99
SHAREHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR		99
ANNEX A: ENGLISH TRANSLATION OF FULL TEXT OF RESOLUTIONS TO BE VOTED ON AT THE ANNUAL GENERAL MEETING		100
ANNEX B: COMPENSATION POLICY FOR CORPORATE OFFICERS (SAY ON PAY EX ANTE)		130
ANNEX C – Part 1: APPROVAL OF INFORMATION REFERRED TO IN ARTICLE L.22-10-9 OF THE FRENCH COMMERCIAL CODE		135
ANNEX C – Part 2: APPROVAL OF FIXED, VARIABLE AND EXCEPTIONAL ITEMS COMPRISING THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND PAID DURING THE PREVIOUS FINANCIAL YEAR OR AWARDED FOR SAID FINANCIAL YEAR TO THE CORPORATE OFFICERS		136
ANNEX D: ACHIEVEMENT AGAINST ANNUAL CORPORATE OBJECTIVES		138
ANNEX E: MANDATES AND EMPLOYMENT AND SERVICE CONTRACTS OF CORPORATE OFFICERS		139

iii

DBV Technologies S.A.

177-181 Avenue Pierre Brossolette

92120 Montrouge France

PROXY STATEMENT

FOR THE 2024 ANNUAL COMBINED GENERAL MEETING OF SHAREHOLDERS

To Be Held at 10:00 AM Paris Time May 16, 2024

This proxy statement and the enclosed form of proxy are furnished to holders of Ordinary Shares and ADSs in connection with the solicitation of proxies by our board of directors (the “Board of Directors,” or the “Board”) for use at the 2024 Annual Combined General Meeting of shareholders of DBV Technologies S.A., a French société anonyme, and any postponements, adjournments or continuations thereof (the “Annual General Meeting”). The Annual General Meeting will be held on May 16, 2024, at 10:00 AM Paris time at its new headquarters on 107, avenue de la République 92320 Châtillon, France. On May 16, 2024, starting at 10:00 AM Paris time, the Annual General Meeting will be webcast with live audio on our website https://www.dbv-technologies.com. Shareholders will also be able to access the recorded webcast of the Annual General Meeting on the Company’s website for five (5) years following the date of the Annual General Meeting. The inclusion of our website address here and elsewhere in this proxy statement does not include or incorporate by reference the information on our website into this proxy statement.

Please monitor the Investor section of our website at https://www.dbv-technologies.com/ for updated information and if you intend to view the webcast of the meeting, please check the website in advance of the meeting. In this proxy statement references to “DBV,” “the company,” “our company,” “we,” “us” and “our” refer to DBV Technologies S.A. and our consolidated subsidiaries.

MEETING AGENDA


Proposals	Voting Standard	Board Recommendation
Approval of the annual financial statements for the year ended December 31, 2023	“FOR” vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR

Approval of the consolidated financial statements for the year ended December 31, 2023	“FOR” vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR

Allocation of income for the year ended December 31, 2023	“FOR” vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR

Allocation of the accumulated deficit to the “Additional paid-in capital”	“FOR” vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR


Proposals	Voting Standard	Board Recommendation
Statutory auditors’ special report on regulated agreements and acknowledgement of the absence of new regulated agreements	“FOR” vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR

Renewal of Ms. Adora Ndu, as director	“FOR” vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR

Renewal of Ms. Julie O’Neill, as director	“FOR” vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR

Renewal of Ms. Danièle Guyot-Caparros, as director	“FOR” vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR

Renewal of Mr. Ravi M. Rao, as director	“FOR” vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR

Approval of the information set out in section I of Article L.22-10-9 of the French Commercial Code on the compensation of corporate officers for the year ended December 31, 2023	“FOR” vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR

Approval of the fixed, variable and non-recurring components of overall compensation and benefits of all types paid or assigned during the year ended December 31, 2023, to Mr. Michel de Rosen, Chairman of the Board of Directors	“FOR” vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR

Approval of the fixed, variable and non-recurring components of overall compensation and benefits of all types paid or assigned during the year ended December 31, 2023, to Mr. Daniel Tassé, Chief Executive Officer	“FOR” vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR


Proposals	Voting Standard	Board Recommendation
Advisory opinion on the compensation of named executive officers other than the Chief Executive Officer	“FOR” vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR

Approval of the compensation policy for the Chairman of the Board of Directors for the year ending December 31, 2024	“FOR” vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR

Approval of the compensation policy for the Directors for the year ending December 31, 2024	“FOR” vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR

Approval of the compensation policy for the Chief Executive Officer and Deputy Chief Executive Officer for the year ending December 31, 2024	“FOR” vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR

Authorization to be granted to the Board of Directors to buy back company shares on the Company’s behalf pursuant to Article L.22-10-62 of the French Commercial Code	“FOR” vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR

Delegation to be granted to the Board of Directors for the company to cancel the shares bought back pursuant to Article L.22-10-62 of the French Commercial Code	“FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR

Reverse split of the Company’s shares by allocation of one new share with a par value of €1 for ten (10) existing shares with a par value of €0.10 each and delegation of powers to the Board of Directors for the purpose of implementing the reverse split	“FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR


Proposals	Voting Standard	Board Recommendation
Delegation of powers to be granted to the Board of Directors to issue ordinary shares and/or equity securities giving access to other equity securities or to the allocation of debt securities and/or securities giving access to ordinary shares with pre-emptive rights	“FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR

Delegation of powers to be granted to the Board of Directors to issue ordinary shares and/ or equity securities giving access to other equity securities or to the allocation of debt securities, and/or securities giving access to equity securities to be issued, without pre-emptive rights, by means of a public offer (excluding the offers set out in paragraph 1 of Article L.411-2 of the French Monetary and Financial Code), and/or as consideration for securities in the context of a public exchange offer	“FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR

Delegation of powers to be granted to the Board of Directors to issue ordinary shares and/ or equity securities giving access, as the case may be, to equity securities or to the allocation of debt securities (of the Company or a group company), and/or securities giving access to ordinary shares (of the Company or a group company), without pre-emptive rights, by means of a public offer referred to in paragraph 1 of Article L.411-2 of the French Monetary and Financial Code	“FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR

Authorization, in the event of an issue without pre-emptive rights, to set the issue price according to the terms set by the General Meeting, within the limit provided by applicable laws and regulations	“FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR

Delegation of powers to be granted to the Board of Directors to issue ordinary shares, giving, as the case may be, access to ordinary shares or the allocation of debt securities (of the Company or a group company) and/or securities giving access to ordinary shares (of the Company or a group company), with pre-emptive subscription rights waived in favor of a category of persons meeting specified characteristics	“FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR


Proposals	Voting Standard	Board Recommendation
Delegation of powers to be granted to the Board of Directors to decide on the issue of ordinary shares to be issued immediately or in the future by the Company, with pre-emptive subscription rights waived in favor of a category of persons meeting specified characteristics within the framework of an equity financing agreement on the United States stock market known as “At-The-Market” or “ATM Program”	“FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR

Delegation of powers to be granted to the Board of Directors, in the case of a capital increase with existing shareholders’ preferential subscription rights maintained or waived, to increase the number of shares to be issued in the event of excess demand for subscriptions	“FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR

Delegation of powers to be granted to the Board of Directors to increase the capital by means of the issue of ordinary shares and/or securities giving access to the capital, up to the limit determined by applicable laws and regulations at the time of the capital increase, in consideration for contributions in kind of securities or securities giving access to the capital	“FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR

Delegation of powers to be granted to the Board of Directors for the purpose of deciding on any operation of merger-absorption, demerger, or partial contribution of assets	“FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR

Delegation of powers to be granted to the Board of Directors to issue ordinary shares giving, as the case may be, access to ordinary shares or to the allocation of debt securities (of the Company or of a Group company), and/or securities giving access to ordinary shares (of the Company or of a Group company), in the context of an operation of merger, demerger or partial contribution of assets decided by the Board of Directors pursuant to the delegation referred to in the twenty-eighth resolution	“FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR


Proposals	Voting Standard	Board Recommendation
Overall limit on the maximum authorized amounts set under the resolutions twenty-first, twenty-second, twenty-fourth, twenty-fifth, twenty-sixth, twenty-seventh and twenty-ninth resolutions	“FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR

Delegation of powers to be granted to the Board of Directors to increase the capital by means of the incorporation of reserves, profits and/or premiums	“FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR

Delegation of powers to be granted to the Board of Directors to increase the capital by the issue of ordinary shares and/or securities giving access to the capital, with pre-emptive subscription rights waived in favor of the members of a company savings plan pursuant to Articles L.3332-18 and seq. of the French Labor Code	“FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR

Delegation of powers to be granted to the Board of Directors to issue stock warrants (BSA), subscription and/or acquisition of new and/or existing stock warrants (BSAANE) and/or subscription and/or acquisition of new and/or existing redeemable stock warrants (BSAAR) with pre-emptive subscription rights waived in favor of a category of persons	“FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR

Authorization to be granted to the Board of Directors to allocate for free existing and/or to be issued shares to employees and/or certain corporate officers of the company or related companies or economic interest groups	“FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR

Authorization to be granted to the Board of Directors to grant options to subscribe and/or purchase shares (stock options) to employees and/or certain officers of the Company or related companies or economic interest groups	“FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR

Ratification of the headquarters’ transfer decided by the Board of Directors	“FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR


Proposals	Voting Standard	Board Recommendation
Consequential amendment of article 3 on the Company’s bylaws	“FOR” vote of 2/3 majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR

Powers to complete formalities	“FOR” vote of a majority of the votes cast by the shareholders present in person, represented by proxy, or voting by mail at the Annual General Meeting and entitled to vote thereon.	FOR

IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.

What matters will be voted at the Annual General Meeting?

There are 38 proposed resolutions (the “Proposals”) scheduled to be considered and voted on at the Annual General Meeting:

Within the authority of the Ordinary Shareholders’ Meeting:

Approval of the annual financial statements for the year ended December 31, 2023

Approval of the consolidated financial statements for the year ended December 31, 2023

Allocation of income for the year ended December 31, 2023

Allocation of the accumulated deficit to the “Additional paid-in capital”

Statutory auditors’ special report on regulated agreements and acknowledgement of the absence of new regulated agreements

Renewal of Ms. Adora Ndu, as director

Renewal of Ms. Julie O’Neill, as director

Renewal of Ms. Danièle Guyot-Caparros, as director

Renewal of Mr. Ravi M. Rao, as director

10.

Approval of the information set out in section I of Article L.22-10-9 of the French Commercial Code on the compensation of corporate officers for the year ended December 31, 2023

11.

12.

13.

Advisory opinion on the compensation of named executive officers other than the Chief Executive Officer

14.

Approval of the compensation policy for the Chairman of the Board of Directors for the year ending December 31, 2024

15.

Approval of the compensation policy for the Directors for the year ending December 31, 2024

16.

Approval of the compensation policy for the Chief Executive Officer and Deputy Chief Executive Officer for the year ending December 31, 2024

17.

Authorization to be granted to the Board of Directors to buy back company shares on the Company’s behalf pursuant to Article L.22-10-62 of the French Commercial Code

Within the authority of the Extraordinary Shareholders’ Meeting:

18.

Delegation to be granted to the Board of Directors for the company to cancel the shares bought back pursuant to Article L.22-10-62 of the French Commercial Code

19.

20.

21.

22.

23.

24.

25.

26.

27.

28.

Delegation of powers to be granted to the Board of Directors for the purpose of deciding on any operation of merger-absorption, demerger, or partial contribution of assets

29.

30.

Overall limit on the maximum authorized amounts set under the resolutions twenty-first, twenty-second, twenty-fourth, twenty-fifth, twenty-sixth, twenty-seventh and twenty-ninth resolutions

31.

Delegation of powers to be granted to the Board of Directors to increase the capital by means of the incorporation of reserves, profits and/or premiums

32.

33.

34.

35.

36.

Ratification of the headquarters’ transfer decided by the Board of Directors

37.

Consequential amendment of article 3 on the Company’s bylaws

Within the authority of the Ordinary Shareholders’ Meeting:

38.

Powers to complete formalities.

What does a DBV ADS represent?

Each ADS represents one-half of one Ordinary Share of DBV Technologies S.A. Each Ordinary Share is entitled to one vote.

As of March 31, 2024, 96, 434, 369 Ordinary Shares were outstanding, of which 23, 081,400 were represented by 46,162,800 ADSs.

What if another matter is properly brought before the meeting?

At this time, the Board of Directors is unaware of any matters to be presented at the Annual General Meeting, other than as set forth above and the possible additional shareholder resolutions that may properly be submitted before the Annual General Meeting in accordance with applicable French law.

Holders of Ordinary Shares: To address the possibility of another matter being presented at the Annual General Meeting, holders of Ordinary Shares may use their proxy card to (i) abstain from voting on such matters, (ii) vote “AGAINST” on such matters, or (iii) grant a proxy to the chairman of the Annual General Meeting to vote on any new matters that are proposed during the meeting, or (iv) grant a voting proxy to another shareholder, their spouse, or their partner with whom they have entered into a civil union. If no instructions are given with respect to matters about which we are currently unaware, holder’s Ordinary Shares will not be voted on such matters.

If a holder of Ordinary Shares chooses to grant a proxy to the chairman of the Annual General Meeting, with respect to either all matters or only any additional matters not disclosed in this proxy statement, the chairman of the Annual General Meeting shall issue a vote in favor of adopting such undisclosed resolutions submitted or approved by the Board of Directors and a vote against adopting any other such undisclosed resolutions.

Holders of ADSs: Ordinary Shares underlying ADSs will not be voted on any matter not disclosed in the proxy statement.

Why is the Company soliciting my proxy?

Our Board of Directors is soliciting your proxy to vote at the 2024 annual meeting of shareholders to be held at the Company’s new headquarters located at 107 avenue de la République 92320 Châtillon, France, on May 16, 2024, at 10:00 AM Paris time. This proxy statement, along with the accompanying Notice of Annual Meeting of Shareholders, summarizes the purposes of the meeting and the information you need to know to vote at the annual meeting.

We have sent you this proxy statement, the Notice of Annual Meeting of Shareholders, the proxy card and a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, because you owned our Ordinary Shares or ADSs on April 25, 2024. Our Depositary, Citibank, N.A., intends to commence mailing the proxy materials to holders of our ADSs on or about April 30, 2024. Our registrar, Société Générale Securities Services intends to commence distribution of the proxy materials to shareholders of Ordinary Shares on or about April 29, 2024, in accordance with French law and requirements.

Who may vote?

Ordinary shareholders of record and bearer shareholders

If you are a holder of Ordinary Shares at zero hour Paris time on May 14, 2024 you will be eligible to vote at the Annual General Meeting. In deciding all matters at the Annual General Meeting, each shareholder will be entitled to one vote for each share of our Ordinary Shares held by them on the record date.

In accordance with article R. 225-85 of the French Commercial Code, only those holders of Ordinary Shares who can prove their status by having their shares registered in their name, or in the name of an intermediary duly registered on their behalf, on the second business day prior to the meeting, i.e. May 14, 2024 at zero hour Paris time (the “Ordinary Share Record Date”), either in the registered share accounts or in the bearer share accounts held by their authorized intermediary, will be eligible to vote.

For registered shareholders, this registration in the registered share accounts on the Ordinary Share Record Date is sufficient to enable them to vote their Shares.

For bearer shareholders, it is the authorized intermediaries who maintain the bearer share accounts who directly prove their clients’ status as shareholders to Société Générale Securities Services (the centralizing institution for the meeting mandated by DBV Technologies) by producing a certificate of participation which they attach to the single postal voting or proxy form drawn up in the name of the shareholder or on behalf of the shareholder represented by the registered intermediary.

Holders of American Depositary Shares

If you are a registered holder of ADSs on the books of Citibank, N.A. on April 25, 2024 (the “ADS Record Date”), then at or prior to 10:00 AM Eastern Time on May 10, 2024, you may provide instructions to the Depositary as to how to vote the Ordinary Shares underlying your ADSs on the issues set forth in this proxy statement. The Depositary will mail you a voting instruction card if you hold ADSs in your own name on the Depositary’s share register (“Registered Holders”). If, however, on the ADS Record Date you held your ADSs through a bank, broker, custodian or other nominee/agent (“Beneficial Holders”), it is anticipated that such bank, broker, custodian or nominee/agent will forward voting instruction forms to you.

•

Registered Holders. Registered holders of ADSs must complete, sign and return a Voting Instruction Form to be actually received by the Depositary on or prior to 10:00 AM Eastern Time on May 10, 2024.

•

Beneficial Holders. If our ADSs are held on your behalf in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of those ADSs held in “street name,” and this

proxy statement was forwarded to you by your broker or nominee. A holder of ADSs held through a broker, bank or other nominee should follow the instructions that its broker, bank or other nominee provides to vote the Ordinary Shares underlying its ADSs.

As an ADS holder, you will not be entitled to vote in person at the Annual General Meeting. To the extent you provide the Depositary or your broker, bank or other nominee, as applicable, with voting instructions, the Depositary will, to the extent practicable and subject to French law and the terms of the deposit agreement, vote the Ordinary Shares underlying your ADSs in accordance with your instructions.

How many votes do I have?

Each share of our Ordinary Shares that you own entitles you to one vote. Each ADS represents one-half of one Ordinary Share. Voting instructions with respect to ADSs may be given only in respect of a number of ADSs representing an integral number of Ordinary Shares.

How will my Ordinary Shares be voted if I do not vote?

If you hold Ordinary Shares and do not (i) grant your voting proxy directly to the chairman of the Annual General Meeting, (ii) vote in person at the Annual General Meeting, (iii) grant your voting proxy to another shareholder, your spouse, or your partner with whom you have entered into a civil union, (iv) vote by submitting your proxy card by mail or (v) vote electronically via Votaccess, your Ordinary Shares will not be counted as votes cast and will have no effect on the outcome of the vote with respect to any matter.

If you hold Ordinary Shares and grant your voting proxy directly to the chairman of the Annual General Meeting without specifying how you wish to vote with respect to a particular matter, your Ordinary Shares will be voted in accordance with the Board of Directors’ recommendations.

If you own Ordinary Shares in “street name” through a broker, bank or other nominee and you do not direct your broker how to vote your shares on the proposals, your shares will not be voted on any proposal on which the broker does not have discretionary authority to vote. This is referred to as a broker non-vote. We believe that all of our proposals are non-routine matters and your broker cannot vote your shares for which you have not provided voting instructions. Broker non-votes on a particular proposal will not be counted as votes cast and will have no effect on the outcome of the vote with respect to such matter.

How will the Ordinary Shares underlying my ADSs be voted if I do not provide voting instructions to the Depositary or my broker, bank or other nominee?

With respect to Ordinary Shares represented by ADSs for which no timely voting instructions are received by the Depositary from a holder of ADSs, the Depositary shall not vote such Ordinary Shares. The Depositary will not itself exercise any voting discretion in respect of any Ordinary Shares.

If you own ADSs in “street name” through a broker, bank or other nominee and you do not direct your broker how to instruct the Depositary how to vote the Ordinary Shares represented by your ADSs on the proposals, your shares will not be voted on any proposal on which the broker does not have discretionary authority to provide voting instructions to the Depositary. This is referred to as a broker non-vote. We believe that all of our proposals are non-routine matters and your broker cannot provide voting instructions to the Depositary with respect to how to vote the Ordinary Shares represented by your ADSs for which you have not provided voting instructions. Broker non-votes on a particular proposal will not be counted as votes cast and will have no effect on the outcome of the vote with respect to such matter.

How will my Ordinary Shares be voted if I grant my proxy to the chairman of the Annual General Meeting?

If you are a holder of Ordinary Shares and you grant your proxy to the chairman of the Annual General Meeting, the chairman of the Annual General Meeting will vote your Ordinary Shares in accordance with the Board of Directors’ recommendations. As a result, your Ordinary Shares would be voted “FOR” the nominees of the Board of Directors in Proposal Nos. 6 to 9 and “FOR” each of Proposal Nos. 1 to 5 and 10 to 38.

How many votes are needed for approval of each proposed resolution?

•

Proposal Nos. 1 to 17 and Proposal 38: The affirmative vote of a majority of the total number of votes cast is required for the election of each director nominee in Proposal Nos. 6 to 9 and for the approval of each matter described in Proposal Nos. 1 to 5, 10 to 17, and 38.

•

Proposal Nos. 18 to 37: For approval of Proposal Nos. 18 to 37, the affirmative vote of two-thirds of the total number of votes cast is required.

What is an “abstention” and how would it affect the vote?

With respect to Ordinary Shares, an “abstention” occurs when a shareholder votes by mail with instructions to abstain from voting regarding a particular matter or without making a selection with respect to a particular matter.

With respect to ADSs, an abstention occurs when a holder of ADSs sends proxy instructions to the Depositary to abstain from voting regarding a particular matter.

Abstentions by holders of Ordinary Shares or by holders of ADSs will not be counted toward a quorum and will not be counted as votes cast and will have no effect on the outcome of the vote on matters on which a holder has abstained.

Who will count the votes at the Annual General Meeting?

Representatives of Société Générale Securities Services and our legal department will tabulate the votes and act as inspectors of election.

What Constitutes a Quorum for the Annual Meeting?

Consistent with French law, our by-laws provide that a quorum requires the presence of shareholders having at least:

(1)

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SEC Form DEF 14A filed by DBV Technologies S.A.