DBV Technologies : Statutory Auditors’ report on 20th to 30th resolutions

DBV Technologies

Statutory Auditors' report on the issue of shares and other marketable securities with and/or without cancelation of preferential subscription rights

Combined Shareholders' Meeting of May 16, 2024

20th, 21st, 22nd, 23rd, 24th, 25th, 26th, 27th, 29th and 30th resolutions

DBV Technologies

177-181, avenue Pierre Brossolette - 92120 MONTROUGE

DBV Technologies

Registered office: 177-181, avenue Pierre Brossolette - 92120 MONTROUGE

Statutory Auditors' report on the issue of shares and other marketable securities with and/or without cancelation of preferential subscription rights

Combined Shareholders' Meeting of May 16, 2024 - 20th, 21st, 22nd, 23rd, 24th, 25th, 26th, 27th, 29th and 30th resolutions

This is a free translation into English of the Statutory Auditors' report issued in French and is provided solely for the convenience of English-speaking readers. This report should be read in conjunction and construed in accordance with French law and professional auditing standards applicable in France.

To the DBV Technologies Shareholders' Meeting,

In our capacity as Statutory Auditors of your Company (the "Company") and in accordance with the procedures set forth in Articles L. 228-92 and L. 225-135et seq. as well as Article L.22-10- 52 of the French Commercial Code (code de commerce), we hereby report to you on the proposed delegations to the Board of Directors to decide various issues of shares and/or marketable securities, transactions on which you are asked to vote.

Based on its report, your Board of Directors proposes that:

• shareholders delegate to it, for a period of 26 months as of the date of this Shareholders' Meeting, the authority to decide the following transactions and set the final terms and conditions of these issues and proposes, where appropriate, to cancel your preferential subscription rights:
• • issue with retention of preferential subscription rights (20th resolution) of ordinary shares and/or marketable securities which are equity securities granting access to other equity securities or granting entitlement to the grant of debt securities, and/or marketable securities, including debt securities, granting access to equity securities to be issued, it being stipulated that, in accordance with Article L.228-93 of the French Commercial Code, the marketable securities to be issued may grant access to shares to be issued by the Company and/or any entity which holds, directly or indirectly more than half of the Company's share capital or any entity in which the Company holds, directly or indirectly, more than half of the share capital;
  • issue with cancelation of preferential subscription rights, by way of a public offering excluding the offers referred to in Article L. 411-2 1° of the French Monetary and Financial Code (code monétaire et financier) (21st resolution) of ordinary shares and/or marketable securities which are equity securities granting access to other equity securities or granting entitlement to the grant of debt securities, and/or marketable securities, including debt securities, granting access to equity securities to be issued, it being stipulated that

1. in accordance with Article L.228-93 of the French Commercial Code, the marketable securities to be issued may grant access to shares issued by the Company and/or any entity which holds, directly or indirectly, more than half of the Company's share capital or any entity in which the Company holds, directly or indirectly, more than half of the share capital;

DBV Technologies Statutory Auditors' report on the issue of shares and other marketable securities with and/or without cancelation of preferential subscription rights

• • 1. these securities may be issued in consideration of securities contributed to the Company as part of a public exchange offer initiated by the Company on securities satisfying the conditions set forth in Article L.22-10-54 of the French Commercial Code;
  • issue with cancelation of preferential subscription rights, by way of a public offering referred to in Article L. 411-2 1° of the French Monetary and Financial Code and up to a maximum of 20% of the share capital per year (22nd resolution), of ordinary shares, and/or marketable securities which are equity securities granting access to other equity securities or granting entitlement to the grant of debt securities, and/or marketable securities, including debt securities granting access to equity securities to be issued, it being stipulated that, in accordance with Article L.228-93 of the French Commercial Code, the marketable securities to be issued may grant access to shares to be issued by the Company and/or any entity which holds, directly or indirectly more than half of the Company's share capital or any entity in which the Company holds, directly or indirectly, more than half of the share capital;
• shareholders confer to it the authority, by virtue of the 23rd resolution and on the implementation of the delegations set forth in the 21st and 22nd resolutions, to set the issue price within the annual legal limit of 10% of the share capital:
• shareholders delegate to it, for a period of 18 months as of the date of this Shareholders' Meeting, the authority to decide and set the final terms of an issue, with cancelation of preferential subscription rights, of ordinary shares, and/or marketable securities which are equity securities granting access to other equity securities or granting entitlement to the grant of debt securities, and/or marketable securities, including debt securities, granting access to equity securities to be issued, it being stipulated that, in accordance with Article L.228-93 of the French Commercial Code, the marketable securities to be issued may grant access to shares to be issued by the Company and/or any entity which holds, directly or indirectly, more than half of the Company's share capital or any entity in which the Company holds, directly or indirectly, more than half of the share capital (24th resolution), reserved for:
• 1. private individuals or legal entities, including companies, trusts, investment funds or other investment vehicles, regardless of their legal form, that routinely invest in the pharmaceutical, biotechnological or medical technology sectors; and/or
  2. French or foreign companies, institutions or entities, regardless of their legal form, that conduct a significant part of their business in the pharmaceutical, chemicals or medical devices and/or technologies sectors or conduct research in these sectors; and/or
  3. French or foreign investment service providers, or any foreign institution with an equivalent status, likely to guarantee an issue of securities to be invested with the persons referred to in (a) and/or (b) above, or in connection with the set-up of an equity or bond credit facility and, in this context, to subscribe to the securities issued;
• shareholders delegate to it, for a period of 18 months as of the date of this Shareholders' Meeting, the authority to decide and set the final terms of an issue, with cancelation of preferential subscription rights, of ordinary shares, in the form of American Depositary Shares or American Depositary Receipts of the Company (25th resolution), reserved for all French or non-French credit institutions or investment service providers or any foreign institutions with an equivalent status, acting within the framework of an ATM Program implemented by the Company (or an equity financing program of the same nature that may be substituted for it), and providing, within this framework, for the subscription of securities issued by the Company;

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DBV Technologies Statutory Auditors' report on the issue of shares and other marketable securities with and/or without cancelation of preferential subscription rights

• shareholders delegate to it for a period of 26 months as of the date of this Shareholders' Meeting, the power to issue ordinary shares and/or marketable securities granting access to ordinary shares, within the limit of 10% of the share capital, in consideration for contributions in kind to the Company consisting of equity securities or securities granting access to share capital (27th resolution) when the provisions of Article L. 22-10-54 of the French Commercial Code are not applicable;
• shareholders delegate to it for a period of 26 months as of the date of this Shareholders' Meeting, the authority to decide and set the final terms of an issue of ordinary shares, and/or ordinary shares granting entitlement to the grant of other ordinary shares to be issued or debt securities, and/or marketable securities granting access to ordinary shares to be issued, in consideration for contributions in kind transferred to the Company in the framework of any merger-absorption, demerger or partial contribution of assets decided by the Board of Directors pursuant to the delegation granted under the 28th resolution of this Meeting (29th resolution).

The total par value amount of share capital increases likely to be carried out, immediately or in the future, under the 21st, 22nd, 24th, 25th, 26th, 27th and 29th resolutions of this Shareholders' Meeting, may not, pursuant to the 30th resolution, exceed €28,929,000, it being specified that the overall amount of share capital increases likely to be carried out, immediately or in the future, may not exceed:

• €28,929,000 for each of the 21st, 22nd, 24th and 25th resolutions, as well as for the 20th resolution;
• 10% of the share capital at the date of the Board of Directors' decision to increase the capital for the 27th and 29th resolutions.

The total nominal amount of debt securities likely to be issued under the 21st, 22nd, 24th, 25th, 26th, 27th and 29th resolutions of this Shareholders' Meeting, may not, pursuant to the 30th resolution, exceed €200,000,000, it being specified that this amount is also the individual ceiling for each of these resolutions (except for the 25th and 26th resolutions) and for the 20th resolution.

These ceilings take into account the additional securities to be issued within the framework of the delegations of authority covered in the 20th, 21st, 22nd, 24th and 25th resolutions, under the conditions set out in Article L. 225-135-1 of the French Commercial Code, if you adopt the 26th resolution.

It is the responsibility of the Board of Directors to prepare a report in accordance with Articles R. 225-113et seq. of the French Commercial Code. Our role is to express an opinion on the fair presentation of the quantified information extracted from the financial statements, on the proposed cancelation of preferential subscription rights and on certain other information concerning these transactions, contained in this report.

We performed the procedures that we deemed necessary in accordance with the professional guidelines of the French National Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) relating to this engagement. These procedures consisted in verifying the content of the Board of Directors' report relating to this transaction and the methods used to determine the issue price of equity securities to be issued.

Subject to a subsequent review of the terms and conditions of the issue that may be decided, we have no comments on the methods used to determine the issue price of the equity securities to be issued presented in the Board of Directors' report in respect of the 21st, 22nd, 24th and 25th resolutions.

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DBV Technologies Statutory Auditors' report on the issue of shares and other marketable securities with and/or without cancelation of preferential subscription rights

Furthermore, as this report does not specify the methods of calculating the issue price of the equity securities to be issued under the 20th, 27th and 29th resolutions, we cannot express an opinion on the choice of calculation inputs for this issue price.

As the final terms and conditions of the issues have not been determined, we do not express an opinion thereon and, as such, on the proposed cancelation of preferential subscription rights referred to in the 21st, 22nd, 24th and 25th resolutions.

In accordance with Article R.225-116 of the French Commercial Code, we will issue a supplementary report, if necessary, should these delegations be used by your Board of Directors in the event of the issue of marketable securities representing equity securities granting access to other equity securities or conferring entitlement to the allocation of debt securities, the issue of marketable securities granting access to equity securities to be issued and the issue of ordinary shares with cancelation of preferential subscription rights.

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