0001104659-19-020441.txt : 20190409 0001104659-19-020441.hdr.sgml : 20190409 20190409143934 ACCESSION NUMBER: 0001104659-19-020441 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190409 DATE AS OF CHANGE: 20190409 GROUP MEMBERS: BPIFRANCE INVESTISSEMENT S.A.S. GROUP MEMBERS: BPIFRANCE S.A. GROUP MEMBERS: CAISSE DES DEPOTS GROUP MEMBERS: EPIC BPIFRANCE GROUP MEMBERS: INNOBIO FPCI SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DBV Technologies S.A. CENTRAL INDEX KEY: 0001613780 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88701 FILM NUMBER: 19739304 BUSINESS ADDRESS: STREET 1: 177-181 AVENUE PIERRE BROSSOLETTE CITY: MONTROUGE STATE: I0 ZIP: 92120 BUSINESS PHONE: 33(0)155427878 MAIL ADDRESS: STREET 1: 177-181 AVENUE PIERRE BROSSOLETTE CITY: MONTROUGE STATE: I0 ZIP: 92120 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bpifrance Participations SA CENTRAL INDEX KEY: 0001581835 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 27-31 AVENUE DU GENERAL LECLERC STREET 2: 94710 MAISONS ALFORT CEDEX FRANCE CITY: PARIS STATE: I0 ZIP: 75007 BUSINESS PHONE: 33153898789 MAIL ADDRESS: STREET 1: 27-31 AVENUE DU GENERAL LECLERC STREET 2: 94710 MAISONS ALFORT CEDEX FRANCE CITY: PARIS STATE: I0 ZIP: 75007 SC 13D/A 1 a19-8060_1sc13da.htm SC 13D/A

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

DBV Technologies S.A.

(Name of Issuer)

 

Ordinary Shares, nominal value €0.10 per share

(Title of Class of Securities)

 

23306J101 (American Depositary Shares, each representing one-half of one Ordinary Share)

(CUSIP Number)

 

Sophie Paquin

Bpifrance Participations S.A.

27-31, avenue du Général Leclerc

94710 Maisons-Alfort Cedex

France

+33 1 53 89 87 89

 

With copy to:

 

Linda A. Hesse

Jones Day

2, rue Saint Florentin

75001 Paris

France

+33 1 56 59 39 39

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

April 8, 2019

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 


 

CUSIP No.   23306J101

 

 

1

Name of Reporting Person
Bpifrance Participations S.A.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
France

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
Not applicable

 

8

Shared Voting Power
4,228,150

 

9

Sole Dispositive Power
Not applicable

 

10

Shared Dispositive Power
4,228,150

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
4,228,150

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
11.7%

 

 

14

Type of Reporting Person
OO

 

2


 

CUSIP No.   23306J101

 

 

1

Name of Reporting Person
Innobio FPCI

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
France

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
Not applicable.

 

8

Shared Voting Power
226,133

 

9

Sole Dispositive Power
Not applicable.

 

10

Shared Dispositive Power
226,133

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
226,133

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.6%

 

 

14

Type of Reporting Person
OO

 

3


 

CUSIP No.   23306J101

 

 

1

Name of Reporting Person
Bpifrance Investissement S.A.S.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
France

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
Not applicable.

 

8

Shared Voting Power
226,133

 

9

Sole Dispositive Power
Not applicable.

 

10

Shared Dispositive Power
226,133

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
226,133

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.6%

 

 

14

Type of Reporting Person
OO

 

4


 

CUSIP No.   23306J101

 

 

1

Name of Reporting Person
Caisse des Dépôts

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
France

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
150,000

 

8

Shared Voting Power
4,454,283

 

9

Sole Dispositive Power
150,000

 

10

Shared Dispositive Power
4,454,283

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
4,604,283

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
12.7%

 

 

14

Type of Reporting Person
OO

 

5


 

CUSIP No.   23306J101

 

 

1

Name of Reporting Person
EPIC Bpifrance

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
France

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
Not applicable.

 

8

Shared Voting Power
4,454,283

 

9

Sole Dispositive Power
Not applicable.

 

10

Shared Dispositive Power
4,454,283

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
4,454,283

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
12.3%

 

 

14

Type of Reporting Person
OO

 

6


 

CUSIP No.   23306J101

 

 

1

Name of Reporting Person
Bpifrance S.A.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
France

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
Not applicable.

 

8

Shared Voting Power
4,454,283

 

9

Sole Dispositive Power
Not applicable.

 

10

Shared Dispositive Power
4,454,283

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
4,454,283

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
12.3%

 

 

14

Type of Reporting Person
OO

 

7


 

This Amendment No. 2 (this “Amendment No. 2”) amends the Statement on Schedule 13D relating to ordinary shares, nominal value €0.10 per share, (“Ordinary Shares”) represented by American Depositary Shares, each American Depositary Share representing one-half of an Ordinary Share (the “ADSs”), of DBV Technologies S.A., a société anonyme incorporated in France (the “Issuer”), filed with the Securities and Exchange Commission (the “SEC”) on April 12, 2018 (as amended, the “Schedule 13D”). Capitalized terms used in this Amendment No. 2 but not otherwise defined herein have the meanings given to them in the Schedule 13D.

 

Item 1. Security and Issuer.

 

This Amendment No. 2 relates to the Ordinary Shares of the Issuer, which are represented by American Depositary Shares. The Issuer’s principal executive offices are located at 177-181 avenue Pierre Brossolette, 92120 Montrouge, France.

 

Item 2. Identity and Background.

 

Item 2 is hereby amended and restated as follows:

 

This Schedule 13D is filed jointly by (i) Bpifrance Participations S.A., a société anonyme incorporated under the laws of the Republic of France (“Bpifrance Participations”), (ii) Innobio FPCI (“Innobio”), a fonds professionnel de capital investissement, (iii) Bpifrance Investissement S.A.S., a French management company (société de gestion) (“Bpifrance Investissement”), (iv) the Caisse des Dépôts, a French special public entity (établissement spécial) (“CDC”), (v) EPIC Bpifrance, a French public institution of industrial and commercial nature (“EPIC”), and (vi) Bpifrance S.A. (“Bpifrance”), a société anonyme incorporated under the laws of the Republic of France. Bpifrance Participations, Innobio, Bpifrance Investissement, CDC, EPIC and Bpifrance are referred to herein collectively as the “Reporting Persons.” The principal address for CDC is 56, rue de Lille, 75007 Paris, France. The principal address for Bpifrance Participations, Innobio, Bpifrance Investissement, EPIC and Bpifrance is 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France.

 

Bpifrance Participations is a French public company specializing in the business of equity financing via direct investments or fund of funds. Bpifrance Participations is a wholly-owned subsidiary of Bpifrance, a French financial institution especially created for this purpose. CDC and EPIC each hold 50% of the share capital of Bpifrance and jointly control Bpifrance. CDC is principally engaged in the business of long-term investments. EPIC, a French institution of public institution of industrial and commercial nature, is principally engaged in the holding of Bpifrance’s shares. Innobio is a fund managed by Bpifrance Investissement. The main aim of the fund is to make equity investments in innovative companies providing technology, products and services for health care. Bpifrance Investissement is a wholly-owned subsidiary of Bpifrance Participations.

 

As of April 8, 2019, Bpifrance Participations held directly 4,228,150 Ordinary Shares and Innobio held directly 226,133 Ordinary Shares. None of Bpifrance, EPIC nor Bpifrance Investissement held any Ordinary Shares directly. Bpifrance Investissement may be deemed to be the beneficial owner of the 226,133 Ordinary Shares held by Innobio, through its management of Innobio. Bpifrance may be deemed to be the beneficial owner of 4,454,283 Ordinary Shares, indirectly through its sole ownership of Bpifrance Participations, which is the parent company of Bpifrance Investissement. EPIC may be deemed to be the beneficial owner of 4,454,283 Ordinary Shares, indirectly through its joint ownership and control of Bpifrance. As of April 8, 2019, CDC held directly 150,000 Ordinary Shares and, as a result, CDC may be deemed to be the beneficial owner of 4,604,283 Ordinary Shares directly and indirectly through its joint ownership and control of Bpifrance.

 

Attached as Appendices A, B, C, D and E to Item 2 is information concerning the executive officers and directors of Bpifrance Participations, Bpifrance Investissement, CDC, EPIC and Bpifrance, respectively, required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. Innobio is formed under the laws of the Republic France as a fonds professionnel de capital investissement. Innobio does not have legal capacity under French law or its own personnel, and is represented in all respects by Bpifrance Investissement, its manager.

 

None of the Reporting Persons, nor, to the best of their knowledge, any of the persons referred to in Appendices A, B, C, D and E to Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

 

8


 

Item 3. Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby amended and supplemented as follows:

 

On April 8, 2019, Bpifrance Participations purchased 1,247,920 Ordinary Shares in connection with a U.S. public offering and European private placement (the “Offering”) by the Issuer. Between June 5, 2018 and April 8, 2019, Bpifrance Participations and CDC purchased additional Ordinary Shares on the open market. The number of shares purchased on each day and the price for such shares are set forth in Schedule I to this Schedule 13D and incorporated herein by reference. Bpifrance Participations  and CDC obtained the funds to purchase the Ordinary Shares from working capital.

 

Item 4. Purpose of Transaction.

 

Item 4 is hereby amended and supplemented as follows:

 

On April 3, 2019, the Issuer entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC and Citigroup Global Markets Inc. (the “Underwriters”), related to the Offering of an aggregate of 5,217,392 Ordinary Shares in a public offering of 1,664,892 Ordinary Shares in the form of 3,329,784 ADS of the Issuer in the United States, Canada and certain other countries outside Europe at a public offering price of $6.75 per ADS and a concurrent private placement of 3,552,500 Ordinary Shares at a price to the public of €12.02 per Ordinary Share. Each ADS represents one-half of one Ordinary Share. The Offering closed on April 8, 2019. In addition, the Issuer granted the Underwriters a 30-day option to purchase up to 782,608 additional ordinary shares in the form of 1,565,216 ADSs (the “Underwriters’ Option). The Underwriters’ Option was exercised in full on April 5, 2019.

 

The Offering was made pursuant to the Issuer’s effective shelf registration statement on Form F-3 (File No. 333-212708) filed on July 27, 2016, as amended by Post-Effective Amendment No. 1 on April 1, 2019 and Post-Effective Amendment No. 2 on April 1, 2019, as supplemented by a prospectus supplement dated April 3, 2019, filed on April 4, 2019.

 

Pursuant to the Offering, on April 8, 2019, Bpifrance Participations purchased 1,247,920 Ordinary Shares at the offering price of €12.02 per share. Between June 5, 2018 and April 8, 2019, Bpifrance Participations and CDC purchased additional Ordinary Shares on the open market. The number of shares purchased on each day and the price for such shares are set forth in Schedule I to this Schedule 13D and incorporated herein by reference. Bpifrance Participations  and CDC obtained the funds to purchase the Ordinary Shares from working capital.

 

All of the Ordinary Shares that are held of record by the Reporting Persons as reported herein were acquired for investment purposes. The Reporting Persons retain the right to change their investment intent, from time to time to acquire additional Ordinary Shares or other securities of the Issuer, or to sell or otherwise dispose of all or part of the Ordinary Shares or other securities of the Issuer, if any, beneficially owned by them, in any manner permitted by law. In addition, the Reporting Persons currently intend to acquire additional Ordinary Shares of the Issuer on the open market, if conditions are favorable, but are under no obligation to do so. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.

 

Except as set forth above, none of the Reporting Persons currently has any plans or proposals which would be related to or would result in any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D. However, as part of the ongoing evaluation of investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the board of directors of the Issuer or other third parties regarding such matters.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 is hereby amended and supplemented as follows:

 

Please see Items 5, 6, 7, 8, 9 and 11 of each cover sheet for each filing entity.

 

As of April 8, 2019, Bpifrance Participations held directly 4,228,150 Ordinary Shares and Innobio held directly 226,133 Ordinary Shares. None of Bpifrance, EPIC nor Bpifrance Investissement held any Ordinary Shares directly. Bpifrance Investissement may be deemed to be the beneficial owner of the 226,133 Ordinary Shares held by Innobio, through its management of Innobio. Bpifrance may be deemed to be the beneficial owner of 4,454,283 Ordinary Shares, indirectly through its sole ownership of Bpifrance Participations, which is the parent company of Bpifrance Investissement. EPIC may be deemed to be the beneficial owner of 4,454,283 Ordinary Shares, indirectly through its joint ownership and control of

 

9


 

Bpifrance. As of April 8, 2019, CDC held directly 150,000 Ordinary Shares and, as a result, CDC may be deemed to be the beneficial owner of 4,604,283 Ordinary Shares directly and indirectly through its joint ownership and control of Bpifrance.

 

(a) See also the information contained on the cover pages of this Statement on Schedule 13D which is incorporated herein by reference. The percentage of Ordinary Shares beneficially owned by each Reporting Person is based on 36,157,777 outstanding Ordinary Shares of the Issuer as of April 8, 2019.

 

(b) See the information contained on the cover pages of this Statement on Schedule 13D, which is incorporated herein by reference.

 

(c) There have been no reportable transactions with respect to the Ordinary Shares or ADSs of the Issuer within the last 60 days by the Reporting Persons other than as described in this Schedule 13D and Schedule I attached hereto, which is incorporated herein by reference.

 

(d) Not applicable.

 

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Not applicable.

 

Item 7. Material to be Filed as Exhibits

 

99.1 — Joint Filing Agreement dated as of April 12, 2018, by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 to Schedule 13D filed by Bpifrance Participations on April 12, 2018).

 

10


 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: April 9, 2019

 

 

 

 

Bpifrance Participations S.A.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Sophie Paquin*

 

 

Name:

Sophie Paquin

 

 

Title:

Director of Legal Affairs

 

 

 

 

 

 

 

 

 

 

Innobio FPCI

 

 

 

 

 

 

 

 

 

 

By:

/s/ Sophie Paquin**

 

 

Name:

Sophie Paquin

 

 

Title:

Director of Legal Affairs (Bpifrance Investissement S.A.S.)

 

 

 

 

 

 

 

 

 

 

Bpifrance Investissement S.A.S.

 

 

 

 

 

 

 

 

 

By:

/s/ Sophie Paquin**

 

 

Name:

Sophie Paquin

 

 

Title:

Director of Legal Affairs

 

 

 

 

 

 

 

 

 

 

Caisse des Dépôts

 

 

 

 

 

 

 

 

 

By:

/s/ Eric Flamarion***

 

 

Name:

Eric Flamarion

 

 

Title:

Head of Financial Investment Division

 

11


 

 

 

Epic Bpifrance

 

 

 

 

 

 

 

 

 

 

By:

/s/ Sophie Paquin****

 

 

Name:

Sophie Paquin

 

 

Title:

Director of Legal Affairs

 

 

 

 

 

 

 

 

 

 

Bpifrance S.A.

 

 

 

 

 

 

 

 

 

By:

/s/ Boubakar Dione*****

 

 

Name:

Boubakar Dione

 

 

Title:

Group Director of Legal Affairs

 


* Sophie Paquin is signing on behalf of Bpifrance Participations S.A. by power of attorney previously filed with the Securities and Exchange Commission on February 8, 2018 as Exhibit 1 to Schedule 13D/A filed by Bpifrance Participations related to CGG, and hereby incorporated herein by reference.

 

** Sophie Paquin is signing on behalf of Bpifrance Investissement S.A.S. by power of attorney previously filed with the Securities and Exchange Commission on February 12, 2018 as Exhibit 2 to Schedule 13G/A filed by Bpifrance Participations related to DBV Technologies S.A., and hereby incorporated herein by reference.

 

*** Eric Flamarion is signing on behalf of Caisse des Dépôts by executive order from the general manager of Caisse des Dépôts previously filed with the Securities and Exchange Commission on April 12, 2018 as Exhibit 99.2 to Schedule 13D filed by Bpifrance Participations related to DBV Technologies S.A., and hereby incorporated herein by reference.

 

**** Sophie Paquin is signing on behalf of EPIC Bpifrance by power of attorney previously filed with the Securities and Exchange Commission on February 14, 2017 as Exhibit 3 to Schedule 13G/A filed by Bpifrance Participations related to Orange S.A., and hereby incorporated herein by reference.

 

***** Boubakar Dione is signing on behalf of Bpifrance S.A. by power of attorney previously filed with the Securities and Exchange Commission on September 7, 2017 as Exhibit 2 to Schedule 13D/A filed by Bpifrance Participations related to Constellium N.V., and hereby incorporated herein by reference.

 

12


 

APPENDIX A

 

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

 

BPIFRANCE PARTICIPATIONS S.A.

 

The name, business address and present principal occupation or employment of each of the directors and executive officers of Bpifrance Participations S.A. are set forth below. The business address of each director and executive officer is Bpifrance Participations S.A., 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.

 

BOARD OF DIRECTORS

 

Name

 

Present Principal Occupation or Employment

 

 

 

NICOLAS DUFOURCQ

 

Director, Chairman, Chief Executive Officer of Bpifrance Participations, and Chief Executive Officer of Bpifrance

 

 

 

VIRGINIE FERNANDES

 

Director, Head of the Steering Department at Caisse des Dépôts

 

 

 

CATHERINE MAYENOBE

 

Director, Secretary General of Caisse des Dépôts Group

 

 

 

FREDERIC SAINT-GEOURS

 

Director, President of the supervisory board of SNCF

 

 

 

FRENCH STATE, represented by CHARLES SARRAZIN

 

Director, in charge of shareholding interests in the Service & Finance sectors, Agence des Participations de l’Etat (French State Shareholding Agency)

 

 

 

CONSTANCE VALIGNY

 

Director, Assistant Director for macroeconomic policies, Direction Générale du Trésor (French Treasury)

 

 

 

BARBARA LAVERNOS

 

Director, Executive Vice-President Operations at L’Oreal

 

 

 

VICTOIRE AUBRY

 

Director, Chief Financial Officer of Icade

 

 

 

SOPHIE STABILE

 

Founder and CEO Révérence

 

 

 

JULIEN TOGNOLA

 

Chief, service of Industry, General Directorate for Companies of the Ministry of Economy and Finance

 

EXECUTIVE OFFICERS

 

Name

 

Present Principal Occupation or Employment

 

 

 

NICOLAS DUFOURCQ 

 

Chief Executive Officer 

 

 

 

JOSÉ GONZALO 

 

Executive Director 

 

 

 

PIERRE BENEDETTI 

 

Chief Financial Officer  

 

13


 

APPENDIX B

 

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

 

BPIFRANCE S.A.

 

The name, business address and present principal occupation or employment of each of the directors and executive officers of Bpifrance S.A. are set forth below. The business address of each director and executive officer is Bpifrance S.A., 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.

 

DIRECTORS

 

Name

 

Present Principal Occupation or Employment

 

 

 

ERIC LOMBARD 

 

Chairman, Chief Executive Officer of Caisse des Dépôts

 

 

 

NICOLAS DUFOURCQ

 

Director, Chief Executive Officer of Bpifrance and Director, Chairman and Chief Executive Officer of Bpifrance Participations 

 

 

 

GUILLAUME BOUDY 

 

Director, General Secretary for Public Investment 

 

 

 

MARIE, MARGUERITE DUFAY 

 

Director, Chairman of the Regional Council of Bourgogne Franche-Comté 

 

 

 

MARTIN VIAL

 

Director, Chairman of the Agence des Participations de l’Etat (French State Shareholding Agency) 

 

 

 

SOPHIE FERRACCI

 

Chief of Staff of the Deputy Chief Executive Officer of the Caisse des Dépots 

 

 

 

MARIE DELEAGE 

 

Director representing the employees of Bpifrance

 

 

 

PHILIPPE BAYEUX

 

Director representing the employees of Bpifrance

 

 

 

VIRGINIE CHAPRON-DU JEU 

 

Director, Group Finance Director of the Caisse des Dépôts

 

 

 

CLAIRE DUMAS 

 

Director, Finance Director of Retail Banking France at Société Générale

 

 

 

CLAIRE CHEREMETINSKI

 

Director, Head of Department of Bilateral and International Matters at the French Treasury (Ministry of Economy and Finance) 

 

 

 

HERVE MORIN 

 

Director, Chairman of the Regional Council of Normandie

 

 

 

OLIVIER SICHEL 

 

Director, Deputy Chief Executive Officer of the Caisse des Dépôts

 

 

 

BERNARD DELPIT

 

Director, Chief Financial Officer of Safran

 

14


 

APPENDIX C

 

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

 

CAISSE DES DÉPÔTS

 

The name, business address and present principal occupation or employment of each of the members of the Management Committee of Caisse des Dépôts are set forth below. The business address of each director and executive officer is Caisse des Dépôts, c/o 56, rue de Lille, 75007 Paris, France. Unless otherwise indicated, each such person is a citizen of France.

 

MANAGEMENT COMMITTEE

 

Name 

 

Present Principal Occupation or Employment 

 

 

 

ERIC LOMBARD

 

Chief Executive Officer of Caisse des Dépôts

 

 

 

OLIVIER SICHEL

 

Deputy Chief Executive Officer of Caisse des Dépôts

 

 

 

NICOLAS DUFOURCQ

 

Chief Executive Officer of Bpifrance

 

 

 

VIRGINIE CHAPRON-DU-JEU

 

Director of Finance for the Caisse des Dépôts Group

 

 

 

PIERRE CHEVALIER

 

Head of Legal and Tax Department

 

 

 

PAULINE CORNU-THENARD

 

Risk Director of the Caisse des Dépôts Group

 

 

 

OLIVIER MAREUSE

 

Chief Investment Officer - Director of Savings Funds at Caisse des Dépôts

 

 

 

CATHERINE MAYENOBE

 

Secretary General of Caisse des Dépôts Group

 

 

 

PAUL PENY

 

Caisse des Dépôts Group Human Resources Director

 

 

 

SOPHIE QUATREHOMME

 

Group Corporate Communications Director

 

 

 

MICHEL YAHIEL

 

Pensions and Solidarity Director

 

15


 

APPENDIX D

 

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

 

EPIC BPIFRANCE

 

The name, business address and present principal occupation or employment of each of the directors and executive officers of EPIC Bpifrance are set forth below. The business address of each director and executive officer is EPIC Bpifrance, 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.

 

DIRECTORS

 

Name 

 

Present Principal Occupation or Employment 

 

 

 

PIERRE LEPETIT

 

Chairman, Chief Executive Officer of EPIC Bpifrance

 

 

 

PIERRE-LOUIS AUTIN

 

Director, Head of department SITTAR at the Higher Education, Research and Innovation Ministry

 

 

 

YANN POUËZAT

 

Director, Deputy Director at the Directorate of Financing, Industry and Market of the Ministry of Economy and Finance

 

 

 

VERONIQUE BARRY

 

Director, Deputy Director at the innovation and entrepreneurship department of the French Ministry of Economy and Finance

 

 

 

JULIEN CABES

 

Director, Investment Manager at the Agence des Participations de l’Etat (French State Shareholding Agency)

 

 

 

ALBAN HAUTIER

 

Director, Deputy Director at the General Directorate for Budget of the Ministry of Economy and Finance

 

16


 

APPENDIX E

 

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

 

BPIFRANCE INVESTISSEMENT

 

The name, business address and present principal occupation or employment of each of the directors and executive officers of Bpifrance Investissement are set forth below. The business address of each director and executive officer is Bpifrance Investissement S.A.S., 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.

 

BOARD OF DIRECTORS

 

Name

 

Present Principal Occupation or Employment

 

 

 

NICOLAS DUFOURCQ

 

Director, Chairman, Chief Executive Officer of Bpifrance Participations, and Chief Executive Officer of Bpifrance 

 

 

 

VIRGINIE FERNANDES  

 

Director, Head of the Steering Department at Caisse des Dépôts

 

 

 

CATHERINE MAYENOBE 

 

Director, Secretary General of the Caisse des Dépôts 

 

 

 

FREDERIC SAINT-GEOURS

 

Director, President of the supervisory board of SNCF 

 

 

 

FRENCH STATE, represented by CHARLES SARRAZIN 

 

Director, in charge of shareholding interests in the Service & Finance sectors, Agence des Participations de l’Etat (French State Shareholding Agency) 

 

 

 

CONSTANCE VALIGNY

 

Director, Assistant Director for macroeconomic policies, Direction Générale du Trésor (French Treasury) 

 

 

 

BARBARA LAVERNOS 

 

Director, Executive Vice-President Operations at L’Oréal

 

 

 

VICTOIRE AUBRY

 

Director, Chief Financial Officer of Icade

 

 

 

SOPHIE STABILE

 

Founder and CEO of Révérence

 

 

 

JULIEN TOGNOLA

 

Chief, service of Industry, General Directorate for Companies of the Ministry of Economy and Finance

 

EXECUTIVE OFFICERS

 

Name

 

Present Principal Occupation or Employment

 

 

 

NICOLAS DUFOURCQ 

 

Chief Executive Officer 

 

 

 

JOSÉ GONZALO 

 

Executive Director 

 

 

 

PIERRE BENEDETTI 

 

Chief Financial Officer  

 

17


 

Schedule I

 

 

 

Transaction
Date

 

Quantity of
Ordinary
Shares Purchased

 

Price per Ordinary
Share (€)

 

Place of Transaction

 

Bpifrance Participations

 

June 5, 2018

 

13,760

 

37.4826

 

Euronext

 

Bpifrance Participations

 

June 6, 2018

 

14,375

 

37,2723

 

Euronext

 

 

 

 

Transaction
Date

 

Quantity of
Ordinary
Shares Purchased

 

Price per Ordinary
Share (€)

 

Place of Transaction

 

CDC

 

October 22, 2018

 

6,000

 

33.90

 

Euronext

 

CDC

 

October 23, 2018

 

6,000

 

31.56

 

Euronext

 

CDC

 

October 24, 2018

 

6,000

 

31.74

 

Euronext

 

CDC

 

October 25, 2018

 

6,000

 

31.59

 

Euronext

 

CDC

 

October 26, 2018

 

6,000

 

31.66

 

Euronext

 

CDC

 

October 29, 2018

 

7,500

 

32.82

 

Euronext

 

CDC

 

October 30, 2018

 

7,500

 

31.76

 

Euronext

 

CDC

 

October 31, 2018

 

7,500

 

32.86

 

Euronext

 

CDC

 

November 2, 2018

 

7,500

 

34.15

 

Euronext

 

 

18