Exhibit 99.1

Talend S.A.

9, Rue Pagès
92150 Suresnes — France

NOTICE OF ANNUAL COMBINED GENERAL SHAREHOLDERS’ MEETING
To Be Held on June 26, 2018

To Our Shareholders:

What:		Our 2018 Annual Combined General Shareholders’ Meeting (the “General Meeting”)
When:		June 26, 2018 at 2:30 p.m., local time
Where:		9, Rue Pagès, 92150, Paris, France
Why:		At this General Meeting, shareholders of Talend S.A. (the “Company”) will be asked to review:

		Within the authority of the Ordinary Shareholders’ Meeting:

1. Approval of the financial statements for the year ended December 31, 2017 - Discharge of the directors and statutory auditors.

2. Allocation of the results for the year ended December 31, 2017.

3. Approval of the consolidated financial statements for the year ended December 31, 2017.

4. Examination of the agreements referred to in Articles L. 225-38 et seq. of the French Commercial Code.

5. Renewal of the statutory auditors’ term of office.

6. Ratification of the provisional appointment of Ms. Nora Denzel as Director.

7. Ratification of the provisional appointment of Mr. Brian Lillie as Director.

8. Renewal of the term of office of Ms. Nanci Caldwell as Director.

9. Renewal of the term of office of Mr. Patrick Jones as Director.

10. Renewal of the term of office of Mr. Brian Lillie as Director.

11. Appointment of Mr. Mark Nelson as Director.

Within the authority of the Extraordinary Shareholders’ Meeting:

12. Delegation of authority to be granted to the Board of Directors to increase the share capital by issuing ordinary shares and / or other securities, with preservation of preferential subscription rights of the shareholders.

13. Delegation of authority to be granted to the Board of Directors to increase the share capital by issuing ordinary shares and / or other securities, with cancellation of the preferential subscription right of the shareholders and offer to the public.

14. Delegation of authority to be granted to the Board of Directors to increase the capital by issuing ordinary shares and / or other securities, with cancellation of the preferential subscription right of the shareholders, to be issued in connection with an offer to qualified investors or a limited group of investors as contemplated by Article L. 411-2 II of the French Monetary and Financial Code.

15. Delegation to the Board of Directors to increase the number of securities to be issued in the event of a capital increase with or without preferential subscription rights pursuant to the above delegations.

16. Determination of overall limitations on the amount of issuances made pursuant to the above delegations.

17. Delegation of authority granted to the Board of Directors to increase the share capital by capitalization of premiums, reserves, profits or other amounts which may be capitalized.

18. Authorization to be given to the Board of Directors to offer existing or newly issued free shares in accordance with the provisions of Articles L. 225-197-1 et seq. of the French Commercial Code.

19. Delegation of authority to be granted to the Board of Directors for the purpose of issuing and allocating warrants, with cancellation of the preferential subscription right of the shareholders in favor of a category of persons meeting certain criteria.

20. Setting of overall limitations on the amount of issuances made pursuant to the Eighteenth Resolution and Nineteenth Resolution above.

21. Delegation to be granted to the Board of Directors to increase the share capital by issuing shares of the Company for the benefit of employees adhering to the Company savings plan established pursuant to Articles L. 3332-1 et seq. of the French Labor Code.

22. Delegation to be granted to the Board of Directors to increase the share capital through the issuance of shares, with cancellation of the preferential subscription right of the shareholders in favor of a first category of persons meeting specific criteria.

23. Delegation to be granted to the Board of Directors to increase the share capital through the issuance of shares, with cancellation of the preferential subscription right of the shareholders in favor of a second category of persons meeting specific criteria.

24. Setting of overall limitations on the amount of issuances made pursuant to the Twenty-First through Twenty-Third Resolutions above.

This notice of the General Meeting (the “Notice”) and accompanying proxy materials are first being made available on or about May 24, 2018, to holders of record of Talend S.A. ordinary shares as of June 11, 2018. JPMorgan Chase Bank, N.A., as the depositary (the “Depositary”), or a broker, bank or other nominee will provide the proxy materials to holders of American Depositary Shares, each of which represents one ordinary share of the Company (“ADSs”).

If you are a holder of ordinary shares at midnight Paris time, on June 22, 2018, you will be eligible to vote at the General Meeting. You may (i) vote in person at the General Meeting, (ii) vote by submitting your proxy card by mail, (iii) grant your voting proxy directly to the chairman of the General Meeting, or (iv) grant your voting proxy to another shareholder, your spouse or your partner with whom you have entered into a civil union. If you vote in advance of the General Meeting by submitting your proxy card, you will not be able to change your vote and you will not be able to vote in person at the meeting.

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 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 General Meeting as June 1, 2018. If you wish to have your votes cast at the meeting, you must obtain, complete and timely return 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.

Your vote is important. Please read the proxy statement and the accompanying materials. Whether or not you plan to attend the General Meeting in person, and 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 in “Questions and Answers on Voting Procedures for the Annual Combined General Shareholders’ Meeting”.

Sincerely,

Mike Tuchen, CEO

QUESTIONS AND ANSWERS ON VOTING PROCEDURES FOR

THE COMBINED GENERAL SHAREHOLDERS’ MEETING

What does a Talend ADS represent?

Each ADS represents one ordinary share (an “Ordinary Share”) of Talend S.A.

When and where is the Combined General Shareholders’ Meeting (the “Meeting”)?

The Meeting will be held on Tuesday, June 26, 2018 at 2:30 P.M. (Paris time) at the Company’s registered office located at 9, Rue Pagès, 92150 Suresnes, France.

Who may attend and vote at the Meeting?

Only holders of record of Ordinary Shares as of June 22, 2018 (12:01 A.M. Paris time), or their duly appointed proxies, are entitled to attend and vote at the Meeting. Holders of ADSs are not entitled to attend or vote at the Meeting.

How does a Holder of ADSs vote?

If you are a registered holder of the Company’s ADSs on the books of JPMorgan Chase Bank, N.A. on June 1, 2018 (the “ADS Record Date”), then at or prior to 12:00 P.M. (New York City time) on June 20, 2018, you may provide instructions to the Depositary as to how to vote the Ordinary Shares underlying your ADSs on the issues set forth in the attached Notice. 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 must complete, sign and return a Voting Instruction Form to be actually received by the Depositary on or prior to 12:00 p.m. (New York City time) on June 20, 2018.

· Beneficial Holders: Beneficial Holders must timely instruct their bank, broker, custodian or other nominee/agent of your voting instructions. The entity with whom you are holding your interest in ADSs should advise you of applicable deadlines for providing voting instructions.

What happens if I do not give voting instructions to the Depositary?

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.

PROPOSED AGENDA OF THE ANNUAL COMBINED

GENERAL SHAREHOLDERS’ MEETING

Agenda of the competence of the Ordinary General Meeting

1. Approval of the financial statements for the year ended December 31, 2017 - Discharge of the directors and statutory auditors.

2. Allocation of the results for the year ended December 31, 2017.

3. Approval of the consolidated financial statements for the year ended December 31, 2017.

4. Examination of the agreements referred to in Articles L. 225-38 et seq. of the French Commercial Code.

5. Renewal of the statutory auditors’ term of office.

6. Ratification of the provisional appointment of Ms. Nora Denzel as Director.

7. Ratification of the provisional appointment of Mr. Brian Lillie as Director.

8. Renewal of the term of office of Ms. Nanci Caldwell as Director.

9. Renewal of the term of office of Mr. Patrick Jones as Director.

10. Renewal of the term of office of Mr. Brian Lillie as Director.

11. Appointment of Mr. Mark Nelson as Director.

Agenda of the competence of Extraordinary Shareholders’ Meeting:

14. Delegation of authority to be granted to the Board of Directors to increase the share capital by issuing ordinary shares and / or other securities, with cancellation of the preferential subscription rights of the shareholders, to be issued in connection with an offer to qualified investors or a limited number of investors as contemplated by Article L. 411-2 II of the French Monetary and Financial Code.

16. Determination of overall limitations on the amount of issuances to be made pursuant to the above delegations.

17. Delegation of authority granted to the Board of Directors to increase the share capital by capitalization of premiums, reserves, profits or other amounts which may be capitalized.

18. Authorization to be given to the Board of Directors to offer existing or newly issued free shares in accordance with the provisions of Articles L. 225-197-1 et seq. of the French Commercial Code.

19. Delegation of authority to be granted to the Board of Directors for the purpose of issuing and allocating warrants, with cancellation of the preferential subscription rights of the shareholders, in favor of a category of persons meeting certain criteria.

20. Setting of overall limitations on the amount of issuances made pursuant to the Eighteenth Resolution and Nineteenth Resolution above.

21. Delegation to be granted to the Board of Directors to increase the share capital by issuing shares of the Company for the benefit of employees adhering to a Company savings plan established pursuant to Articles L. 3332-1 et seq. of the French Labor Code.

22. Delegation to be granted to the Board of Directors to increase the share capital through the issuance of shares, with cancellation of the preferential subscription rights of the shareholders, in favor of a first category of persons meeting specific criteria.

23. Delegation to be granted to the Board of Directors to increase the share capital through the issuance of shares, with cancellation of the preferential subscription rights of the shareholders, in favor of a second category of persons meeting specific criteria.

24. Setting of overall limitations on the amount of issuances made pursuant to the Twenty-First through Twenty-Third Resolutions above.

SUMMARY OF RESOLUTIONS OF THE

ANNUAL COMBINED GENERAL SHAREHOLDERS’ MEETING

	Proposed Resolution	Description of the Proposed Resolution	Explanation

*Agenda of the competence of the ordinary general meeting*

(1)	Approval of the financial statements for the year ended December 31, 2017 - Discharge of the directors and statutory auditors.	The Company is seeking shareholder (i) approval of the Company’s financial accounts for the fiscal year ended December 31, 2017, as certified by the Company’s statutory auditors, and (ii) discharge to the Company’s directors and statutory auditors for the exercise of their respective duties for such year.	In accordance with French law, the Company’s statutory financial statements prepared in accordance with French GAAP must be approved by our shareholders within six months following the close of the year. Further, as a routine matter under French law, shareholders should grant discharge to the Company’s directors and statutory auditors for the exercise of their respective duties over the course of the past fiscal year. The Board of Directors recommends the approval of the financial statements for the fiscal year ended December 31, 2017 and the discharge of the Company’s directors and statutory auditors.

(2)	Allocation of the results for the year ended December 31, 2017.	The Company is seeking shareholder approval for the allocation of recognized losses for the fiscal year ended December 31, 2017 in an amount of €(19,519,177) to the retained earnings account.	Pursuant to French law, each year at the annual meeting, the shareholders must allocate profits or losses, as applicable, of the Company. The Board of Directors recommends the approval of the proposed allocation of recognized losses for fiscal year 2017 to the retained earnings account.

	Proposed Resolution	Description of the Proposed Resolution	Explanation

(3)	Approval of the consolidated financial statements for the year ended December 31, 2017.	The Company is seeking shareholder approval of its consolidated financial statements for the fiscal year ended December 31, 2017, reflecting an overall loss of $(32,087,000).	In accordance with French corporate law, the Company’s consolidated financial statements prepared in accordance with IFRS must be approved by shareholders within six months following fiscal year end. The Board of Directors recommends the approval of the consolidated financial statements for the fiscal year ended December 31, 2017.

(4)	Examination of the agreements referred to in Articles L. 225-38 et seq. of the French Commercial Code.	The Company is seeking shareholder acknowledgment that no related party agreement covered by Articles L. 225-38 et seq. of the French Commercial Code was entered into in the fiscal year ended December 31, 2017 (e.g., agreements entered into between the Company and, directly or indirectly, its Chairman, CEO, any of its directors or any of its shareholders holding more than 10% of the share capital).	Pursuant to French law, our Board of Directors and statutory auditors must annually report to our shareholders on any new related party agreements entered into during the past fiscal year. Since no related party agreements were entered into during fiscal year 2017, the Board of Directors recommends the shareholders to acknowledge that the Company’s agreements are in compliance with Articles L. 225-38 et seq. of the French Commercial Code.

(5)	Renewal of the statutory auditors’ term of office.	The Company is seeking shareholder approval to renew the current statutory auditors’ mandates for a new six-fiscal-year period (i.e., until the annual shareholder meeting approving the financial statements for fiscal year 2023).	Pursuant to French law, the Company’s statutory auditors are appointed for a six fiscal year period. KPMG AUDIT IS and VACHON & ASSOCIES were appointed by the shareholders in 2012 to serve as statutory auditors of the Company the upcoming annual shareholders’ meeting.

	Proposed Resolution	Description of the Proposed Resolution	Explanation

(7)	Ratification of the provisional appointment of Mr. Brian Lillie as Director.	The Company is seeking shareholder ratification of the appointment of Mr. Lillie as a director, to serve until the conclusion of the ordinary annual general meeting at which the financial statements for the fiscal year ended December 31, 2017 are approved.	The Board of Directors recommends the ratification of Mr. Lillie’s appointment as a director of the Company because of his operational expertise, knowledge, and experience in the technology industry. Mr. Lillie was appointed as a director of the Company in May 2018. The Board of Directors determined that Mr. Lillie is independent under the applicable rules and regulations of the SEC and the listing requirements and rules of NASDAQ. For more information on the Board of Directors’ determination of Mr. Lillie’s independence, please refer to the section titled “Director Independence” below.

(8)	Renewal of the term of office of Ms. Nanci Caldwell.	The Company is seeking shareholder approval of the renewal of Ms. Caldwell’s appointment as a director, to serve for a period of three years ending at the conclusion of the ordinary annual general meeting at which the financial statements for the fiscal year ended December 31, 2020 are approved.	The Board of Directors recommends the approval of Ms. Caldwell’s renewal of term of office as a director of the Company because of the operational expertise that she gained as a senior executive at leading technology companies as well as her knowledge of the technology industry generally. Ms. Caldwell has served as a director of the Company since February 2017, and has been determined by the Board of Directors to be independent under the applicable rules and regulations of the SEC and

	Proposed Resolution	Description of the Proposed Resolution	Explanation

			the listing requirements and rules of NASDAQ. For more information on the Board of Directors’ determination of Ms. Caldwell’s independence, please refer to the section titled “Director Independence” below.

(9)	Renewal of the term of office of director Mr. Patrick Jones.	The Company is seeking shareholder approval of the renewal of Mr. Jones’ appointment as a director, to serve for a period of three years ending at the conclusion of the ordinary annual general meeting at which the financial statements for the fiscal year ended December 31, 2020 are approved.	The Board of Directors recommends the approval of Mr. Jones’ renewal of term of office as a director of the Company because of his significant financial and accounting expertise and international business experience. Mr. Jones has served as a director of the Company since November 2015, and has been determined by the Board of Directors to be independent under the applicable rules and regulations of the SEC and the listing requirements and rules of NASDAQ. For more information on the Board of Directors’ determination of Mr. Jones’s independence, please refer to the section titled “Director Independence” below.

(10)	Renewal of the term of office of director Mr. Brian Lillie.	The Company is seeking shareholder approval of the renewal of Mr. Lillie’s appointment as a director, to serve for a period of three years ending at the conclusion of the ordinary annual general meeting at which the financial statements for the fiscal year ended	The Board of Directors recommends the approval of Mr. Lillie’s renewal of term of office as a director of the Company. Mr. Lillie has served as a director of the Company since May 2018, and has been determined by the

Agenda of the competence of the extraordinary general meeting

In accordance with French law, in order for our Board of Directors to increase our share capital, it must have a specific delegation of authority granted by the shareholders authorizing it to increase the share capital for each specific purpose. At the 2016 Annual General Meeting on June 1, 2016, the shareholders approved certain financial authorizations that will expire in 2018. As a result, the Company is seeking shareholder re-approval of the Twelfth through Fifteenth Resolutions, subject to the maximum aggregate cap set forth in the Sixteenth Resolution. Re-approving our Board of Directors’ financial authorizations will allow the Company to maintain equal footing with its U.S. competitors and to have the flexibility to quickly raise capital and take advantage of potential strategic business opportunities, including potential acquisitions, as they arise.

	Proposed Resolution	Description of the Proposed Resolution	Explanation

(12)	Delegation of authority to be granted to the Board of Directors to increase the share capital by issuing ordinary shares and / or other securities, with preservation of preferential subscription rights of the shareholders.	The Company is seeking shareholder approval of a delegation of authority to the Board of Directors in order to increase the share capitalization of the Company through equity securities or debt securities, subject to the overall limitation set forth in the Sixteenth Resolution. Under this delegation, shareholders would maintain their preferential subscription right under any capital increase undertaken pursuant to this authorization. Such authority would be valid for up to 26 months from the date of the extraordinary general meeting.	The Board of Directors recommends the approval of this delegation of authority to increase the share capitalization in equity or debt securities while retaining their pro rata participation right in any such issuances. The Board of Directors cannot use this delegation of authority during the period of a public takeover bid or offer of exchange relating to the Company’s shares.

(13)	Delegation of authority to be granted to the Board of Directors to increase the share capital by issuing ordinary shares and / or other securities, with cancellation of preferential subscription rights of the shareholders, in an offer to the public.	The Company is seeking shareholder approval of a delegation of authority to the Board of Directors to increase the share capitalization of the Company in equity securities or debt securities, subject to the overall limitation set forth in the Sixteenth Resolution, by way of a public offering, whether in France or abroad, of equity or debt securities, and to cancel shareholders’ preferential subscription rights associated with the issue of any such securities. Such authority is valid for up to 26 months from the date of the extraordinary general meeting.	The Board of Directors recommends the approval of this delegation of authority, and the waiver by the shareholders of their preferential subscription rights. Such waiver would allow the Board of Directors to increase the share capitalization through equity or debt securities issuances by means of a public offering of new securities. The Board of Directors cannot use this delegation of authority during the period of a public takeover bid or offer of exchange relating to the Company’s shares.

(14)	Delegation of authority to be granted to the Board of Directors to increase the share capital by issuing ordinary shares and / or other securities, with cancellation of	The Company is seeking shareholder approval of a grant of authority to the Board of Directors to increase the share capitalization of the Company in the event of an offer for the	The Board of Directors recommends the approval of this delegation of authority, and the waiver by the shareholders of their preferential subscription

	Proposed Resolution	Description of the Proposed Resolution	Explanation

(16)	Determination of overall limitations on the amount of issues made pursuant to the above delegations.	The Company is seeking shareholder approval of the maximum aggregate amount of equity securities (i.e., up to €928,000 of nominal value in the aggregate, with a sub-limtation of €232,000 of nominal value in the aggregate in respect of the authorizations granted pursuant to the Thirteenth Resolution, the Fourteenth Resolution and the Fifteenth Resolution) and debt securities (i.e., up to €136,300,000 in the aggregate) that may be issued pursuant to the Twelfth Resolution, Thirteenth Resolution, Fourteenth Resolution and Fifteenth Resolution.	The Board of Directors recommends the approval of a maximum aggregate amount of securities that may be issued pursuant to the preceding resolutions in order to limit potential dilution to existing shareholders.

(17)	Delegation of authority granted to the Board of Directors to increase the share capital by capitalization of premiums, reserves, profits or other amounts which may be capitalized.	The Company is seeking shareholder approval of a delegation of authority to the Board of Directors to increase the share capitalization of the Company by capitalization of premiums, reserves, profits, or other amounts which may legally be capitalized under French law. Such authority is valid for a period of 26 months from the date of the extraordinary general meeting.	The Board of Directors recommends the approval of this delegation of authority to increase the share capitalization by capitalization of premiums, reserves, profits or other amounts in order to strengthen the Company’s financial position and balance sheet should the need arise in the future. The Board of Directors cannot use this delegation of authority during the period of a public takeover bid or offer of exchange relating to the Company’s shares.

In order to allow the Board of Directors to maintain the Company’s employee incentive program to attract, motivate and retain highly qualified employees by means of grants of free shares or RSUs to its employees and those of its subsidiaries, and to be able to grant warrants to its directors and / or consultants, the Company is seeking shareholder re-approval of the incentive pool in the Eighteenth through Twenty-Fourth Resolutions below. For more information regarding our equity incentives, please refer to “Item 6 — Directors, Senior

Management and Employees —Compensation —Equity Incentives” in our Annual Report on Form 20-F, which was filed with the SEC on March 5, 2018.

	Proposed Resolution	Description of the Proposed Resolution	Explanation

(18)	Authorization to be given to the Board of Directors to offer free shares, in accordance with the provisions of Articles L. 225-197-1 et seq. of the French Commercial Code.	The Company is seeking shareholder approval to authorize the Board of Directors to grant free shares to employees of the Company and its subsidiaries, subject to the overall limitation set forth in the Twentieth Resolution. Such authority is valid for a period of 38 months from the date of this extraordinary general meeting.	The Board of Directors recommends the approval of this delegation of authority to proceed with the allocation of existing or newly created free shares in order to ensure the Company can attract, retain and incentivize its employees competitively.

(19)	Delegation of authority to be granted to the Board of Directors for the purpose of issuing and allocating warrants in favor of a category of persons meeting certain criteria.	The Company is seeking shareholder approval of the delegation of authority to the Board of Directors to issue and grant warrants for ordinary shares, subject to the overall limitation set forth in the Twentieth Resolution. Such authority is valid for up to 18 months from the date of this extraordinary general meeting.	The Board of Directors recommends the approval of this delegation of authority to grant warrants in order to ensure the Company can attract, recruit and compensate independent directors and consultants competitively.

(20)	Setting of overall limitations on the amount of the issuances made pursuant to the Eighteenth Resolution and Nineteenth Resolution.	The Company is seeking shareholder approval of a maximum aggregate number of shares that the Board of Directors may issue pursuant to the authorization to grant free shares under the Eighteenth Resolution, and delegation to grant warrants under the Nineteenth Resolution, in an aggregate total amount of 2,000,000 shares.	The Board of Directors recommends the approval of a maximum aggregate number of shares that may be issued pursuant to the preceding resolutions relating to grants of free shares and warrants in order to limit potential dilution to existing shareholders. See Appendix A for additional background.

(21)	Delegation to be granted to the Board of Directors to increase the share capital by issuing shares of the Company for the benefit of employees adhering to a	The Company is seeking shareholder approval of the delegation of power to the Board of Directors to increase the share capitalization of the Company, subject to the overall limitation	The Board of Directors recommends the approval of this delegation of authority in order to have the ability to implement a Company savings plan that allows

	Proposed Resolution	Description of the Proposed Resolution	Explanation

	Company savings plan established pursuant to Articles L. 3332-1 et seq. of the French Labor Code.	set forth in the Twenty-Fourth Resolution, through issuances of shares to employees pursuant to a French company savings plan. Such authority is valid for up to 18 months from the date of this extraordinary general meeting.	employees to build a portfolio of securities through Company contributions. The sums are unavailable to employees for at least five years, except in exceptional cases where there are early releases of funds. This Company savings plan would maintain the Company’s ability to compensate and incentivize employees competitively and align the incentives of Company employees with corporate performance through equity ownership.

(22)	Delegation to be granted to the Board of Directors to increase the share capital through the issuance of shares of the Company, with cancellation of the preferential subscription rights of the shareholders, in favor of a first category of persons meeting specific criteria.	The Company is seeking shareholder approval of the delegation of authority to the Board of Directors to increase the share capital of the Company, subject to the overall limitation set forth in the Twenty-Fourth Resolution, in favor of any trust, investment fund, corporation, or legal entity to be created in France or abroad. Such delegation is valid for up to 18 months from the date of this extraordinary general meeting.	The Board of Directors recommends the approval of these delegations of authority to increase the share capital in order to enable the implementation of an international Employee Stock Purchase Plan (“ESPP”) to be adopted by the Company. The ESPP would be open to employees of the Company and its subsidiaries in France and abroad who satisfy the conditions that are decided by the Board of Directors. The approval of this Twenty-Second Resolution is necessary to implement such ESPP under French law.

(23)	Delegation to be granted to the Board of Directors to increase the share capital through the issuance of shares, with cancellation of the preferential subscription right of the shareholders in	The Company is seeking shareholder approval of the delegation of authority to the Board of Directors to increase the share capital of the Company, subject to the overall limitation set forth in the Twenty-Fourth	The Board of Directors recommends the approval of these delegations of authority to increase the share capital in order to enable the implementation of an ESPP to be adopted by the

	favor of a second category of persons meeting specific criteria.	Resolution, in favor of employees of the Company and its related companies, both in France and abroad. Such delegation is valid for up to 18 months from the date of this extraordinary general meeting.	Company. The ESPP would be open to employees of the Company and its subsidiaries in France and abroad who satisfy the conditions that are decided by the Board of Directors. The approval of this Twenty-Third Resolution is necessary to implement such ESPP under French law.

(24)	Setting of overall limitations on the amount of issues made under the Twenty-First through Twenty-Third Resolutions above.	The Company is seeking shareholder approval of the maximum share capital increase aggregate amount (i.e., up to up to €45,680 of nominal value in the aggregate, representing up to 571,000 new shares) that the Board of Directors may decide pursuant to the Twenty-First through Twenty-Third Resolutions above.	The Board of Directors recommends the approval of a maximum aggregate number of shares that may be issued pursuant to the Twenty-First through Twenty-Third Resolutions above in order to limit potential dilution to existing shareholders. See Appendix B for additional background.

PROPOSED RESOLUTIONS OF THE ANNUAL COMBINED GENERAL SHAREHOLDERS’ MEETING

First Resolution

Approval of the financial statements for the year ended December 31, 2017 - Discharge of directors and statutory auditors.

The General Shareholders’ Meeting, acting in accordance with the quorum and majority requirements required by Ordinary General Meetings,

having considered the Board of Directors’ management report on the Company’s business and situation during the financial year ended December 31, 2017, the financial statements for the aforementioned year and the Statutory Auditors’ report on the performance of their responsibilities during the year,

approves the financial statements for the year ended December 31, 2017, as presented to it, as well as the transactions reflected in these accounts and summarized in these reports,

duly notes that these annual financial statements do not address excess amortization and non-deductible amortization and that the amount of the non-deductible expenses referred to in article 39-4 of the French General Tax Code during the financial year amounts to €7,109,172, and consequently approves these expenses and the corresponding tax,

and, consequently, gives full discharge to the Directors and Statutory Auditors for the performance of their responsibilities during the financial year in question.

Second Resolution

Allocation of earnings for the year ended December 31, 2017

The General Shareholders’ Meeting, acting in accordance with the quorum and majority requirements required by Ordinary General Meetings,

having considered the Board of Directors’ management report,

recognizing that the losses for the year ended December 31, 2017 amount to a total of €19,519,177,

resolves to allocate these losses to “retained earnings”, the balance of which, after this allocation, will amount to €121,456,252.

In accordance with applicable legal provisions, it is noted that no dividend has been paid in respect of any of the past three years.

Third Resolution

Approval of the consolidated financial statements for the year ended December 31, 2017.

The General Shareholders’ Meeting, acting in accordance with the quorum and majority requirements required by Ordinary General Meetings,

having considered the report on the management of the group during the financial year ended December 31, 2017 and the financial statements for the aforementioned year and the Statutory Auditors’ report on the financial statements,

approves the annual financial statements for the year ended December 31, 2017 as presented to it which show an overall loss of $32.087 million, and also the transactions reflected in these financial statements and summarized in these reports.

Fourth Resolution

Review of the agreements described under articles L. 225-38 et seq. of the French Commercial Code.

The General Shareholders’ Meeting, acting in accordance with the quorum and majority requirements required by Ordinary General Meetings,

having considered the Statutory Auditors’ special report on the agreements described under article L. 225-38 of the French Commercial Code,

notes that no agreement covered by the aforementioned article was entered into during the past financial year.

Fifth Resolution

Renewal of the mandates of the statutory auditors

The General Shareholders’ Meeting, acting in accordance with the quorum and majority requirements required by Ordinary General Meetings,

having considered the Board of Directors’ report,

noting that the terms of office of the statutory auditors, KPMG AUDIT IS and VACHON et ASSOCIES, as well as the mandates of the deputy statutory auditors, KPMG AUDIT ID and MBV and ASSOCIES, expire at the end of this meeting,

decides to renew the terms of office of KPMG AUDIT IS and VACHON et ASSOCIES for a further six-year term, expiring at the end of the ordinary general meeting of shareholders called to approve the financial statements for the year ended December 31, 2023.

Decides not to renew the terms of the deputy statutory auditors, KPMG AUDIT ID and MBV and ASSOCIES, as the nomination of deputy statutory auditors is no longer required under French law provided the statutory auditors are not individuals or a sole proprietorship.

Each of the auditors hereby appointed has indicated that he accepts the duties entrusted to him and has declared that he meets all the conditions required by law and regulations for the performance of his duties.

Sixth Resolution

Ratification of the Provisional Appointment of Ms. Nora Denzel as Director.

The General Shareholders’ Meeting, acting in accordance with the quorum and majority requirements required by Ordinary General Meetings,

having considered the Board of Directors’ report,

having noted that the Board of Directors, at its meeting of July 28, 2017, appointed Ms. Nora Denzel as a director to replace Mr. Matthieu Baret, who has resigned, for the remaining period of the latter’s term of office, i.e. up to the Ordinary General Shareholders’ Meeting called to approve the financial statements for the year ending December 31, 2018,

ratifies the appointment of Ms. Nora Denzel as a director and, as far as necessary, the issuance to Ms. Denzel of share subscription warrants and the payment of attendance fees decided by the Board of Directors since her nomination.

Seventh Resolution

Ratification of the Provisional Appointment of Mr. Brian Lillie as Director.

The General Shareholders’ Meeting, acting in accordance with the quorum and majority requirements required by Ordinary General Meetings,

having considered the Board of Directors’ report,

having noted that the Board of Directors, at its meeting of May 3, 2018, appointed Mr. Brian Lillie as a director to replace Mr. Bernard Liautaud, who has resigned, for the remaining period of the latter’s term of office, i.e., until the Ordinary General Shareholders’ Meeting called to approve the financial statements for the year ending December 31, 2017,

ratifies the appointment of Mr. Brian Lillie as a director and, as far as necessary, the issuance to Mr. Brian Lillie of share subscription warrants and the payment of attendance fees decided by the Board of Directors since his nomination.

Eighth Resolution

Renewal of the term of office of Ms. Nanci Caldwell.

The General Shareholders’ Meeting, acting in accordance with the quorum and majority requirements required by Ordinary General Meetings,

having considered the Board of Directors’ report,

noting that the term of office of Ms. Nanci Caldwell expires at the end of this General Meeting,

Renews the term of office of Ms. Nanci Caldwell for a period of three (3) years expiring at the end of the annual ordinary general meeting called to approve the financial statements for the year ended December 31, 2020.

Ms. Nanci Caldwell has already indicated that she accepts the renewal of her mandate as director and is not subject to any conflict likely to prohibit her from serving this term.

Ninth Resolution

Renewal of the term of office of director Mr. Patrick Jones.

The General Shareholders’ Meeting, acting in accordance with the quorum and majority requirements required by Ordinary General Meetings,

having considered the Board of Directors’ report,

noting that the term of office of Mr. Patrick Jones expires at the end of this General Meeting,

renews the appointment of Mr. Jones for a period of three (3) years expiring after the Ordinary General Meeting called to approve the financial statements for the year ended December 31, 2020.

Mr. Jones has already indicated that he accepts the renewal of his term of office as a director and is not subject to any conflict likely to prohibit him from serving this term.

Tenth Resolution

Renewal of the term of office of Mr. Brian Lillie.

The General Shareholders’ Meeting, acting in accordance with the quorum and majority requirements required by Ordinary General Meetings,

having considered the Board of Directors’ report,

noting that the term of office of Mr. Brian Lillie expires at the end of this General Meeting,

Renews the term of office of Mr. Brian Lillie for a period of three (3) years expiring at the end of the annual ordinary general meeting called to approve the financial statements for the year ended December 31, 2020.

Mr. Brian Lillie has already indicated that he accepts the renewal of his mandate as director and is not subject to any conflict likely to prohibit him from serving this term.

Eleventh Resolution

Appointment of Mr. Mark Nelson as a Director.

The General Shareholders’ Meeting, acting in accordance with the quorum and majority requirements required by Ordinary General Meetings,

having considered the Board of Directors’ report,

hereby appoints Mr. Mark Nelson for a period of three (3) years expiring after the Ordinary General Meeting called to approve the financial statements for the year ended December 31, 2020.

Mr. Mark Nelson has already indicated that he accepts this appointment as a director and is not subject to any conflict likely to prohibit him from serving this term.

Twelfth Resolution

Delegation of authority to be granted to the Board of Directors to increase the share capital by issuing ordinary shares and / or other securities, with preservation of preferential subscription rights of the shareholders

The General Shareholders’ Meeting, acting in accordance with the quorum and majority requirements required by Extraordinary General Meetings,

having considered the Board of Directors’ report and the statutory auditors’ report,

in accordance with the provisions of Articles L. 225-129 et seq. of the French Commercial Code, and in particular Articles L. 225-129 to L. 225-129-6, L. 225-132, L. 225-133, L. 225-134, L. 228-91, L. 228-92, and L. 228-93,

delegates to the Board of Directors the power to decide to issue, on one or more occasions, in such amounts and at such times as it shall decide, in France or abroad, ordinary shares of the Company or securities of capital giving access to other equity securities or giving right to the allocation of debt securities, and / or other securities (including in particular, all debt securities) giving access to equity securities of the Company or of any company which directly or indirectly owns more than half of its share capital or of which it directly or indirectly owns more than half of the share capital, such securities to be issued in Euros, in foreign currency or in any monetary units established by reference to several currencies at the discretion of the Board of Directors, the payment of which may be made in cash, including by offsetting of any debt,

resolves that the securities thus issued may consist of debt securities, be associated with the issue of such securities or allow them to be issued as intermediate securities,

resolves that the shareholders have, in proportion to the amount of their shares, a preferential right to subscribe to the ordinary shares or securities which, if applicable, will be issued pursuant to this delegation,

grants to the Board of Directors the power to grant shareholders the right to subscribe, on a reducible basis, a greater number of shares or securities than they could subscribe on an irreducible basis, in proportion to the rights they have and, in any case, within the limit of their request,

decides to set at €928,000 (or the equivalent of this amount in the event of issue in another currency) the maximum nominal amount of the capital increases that may be carried out, immediately or in the future, under this resolution, it being specified that:

· the maximum nominal amount of capital increases that may be carried out immediately or in the future under this delegation will be deducted from the amount of the overall limit provided for in the Sixteenth Resolution below,

· to this global limit shall be added, where applicable, the nominal value of the shares to be issued in order to preserve the rights of the holders of securities and other rights giving access to the capital, in accordance with the law and, where applicable, contractual provisions,

decides to fix at €136,300,000 (or the equivalent of this amount in case of issue in another currency) the maximum nominal amount of the debt securities that may be issued pursuant to this delegation, it being specified that:

· this amount will be increased, if applicable, by any redemption premium above par,

· this amount will be deducted from the overall limit referred to in the Sixteenth Resolution below,

· this limit does not apply to debt securities referred to in Articles L. 228-40, L. 228-36, and L-A. 228-92 paragraph 3 of the French Commercial Code, whose issuance would be decided or authorized by the Board of Directors under the conditions provided by Article L. 228-40 of the French Commercial Code, or in other cases, under the conditions determined by the Company in accordance with the provisions of Article L. 228-36-A of the French Commercial Code,

decides that, if the subscriptions received do not account for the full amount of a subscription, the Board of Directors may use, in the order it determines, one or more of the following options:

· limit the issue to the amount of the subscriptions, on the condition that they amount to at least three quarters of amount of the initial issue,

· freely distribute all or part of the unsubscribed securities among persons of its choosing, and

· offer to the public, on the French or international market, all or part of the unsubscribed securities,

resolves that issues of rights to subscribe to the Company’s shares may be made by subscription offer, but also by free allocation to the owners of the existing shares,

resolves that in the event of a free allocation of subscription rights, the Board of Directors may decide that any fractional allocation rights will not be negotiable and that the corresponding shares will be sold,

notes, as and when necessary, that this delegation automatically entails, for the benefit of the holders of any securities issued pursuant to this delegation, the express waiver by the shareholders of their preferential subscription right in respect of the shares to which these securities will give a right,

decides that this delegation shall not be used during the period of a public takeover bid or offer of exchange relating to the Company’s shares,

confirms that the delegation thus granted to the Board of Directors is valid for a period of twenty-six (26) months from this meeting,

resolves that the Board of Directors will have all powers, with the ability to sub-delegate under the conditions provided for by law, to implement, in accordance with the conditions set by law and the Bylaws, this delegation in order to, in particular:

· decide on the capital increase and determine the securities to be issued and, more generally, decide on the issues pursuant to this delegation,

· decide the amount of the capital increase and, more generally, the amount of the issue in the event of the issue of securities, the issue price and the amount of any premium that may, if applicable, requested pursuant the issuance,

· set the dates, terms and conditions of any issue and the form and characteristics of the shares or securities giving access to the capital to be issued, with or without a premium,

· set the date of the possible retroactive dividend rights of the shares or securities giving access to the capital to be issued, their method of payment and, where applicable, the conditions for the exercise of rights of exchange, conversion, refund or allotment of any other type of shares or securities giving access to the capital,

· make any necessary adjustments in accordance with legal or regulatory provisions and, where applicable, contractual stipulations, to protect the rights of holders of securities and other rights giving access to the Company’s capital, and

· to suspend, if necessary, the exercise of the rights attached to these securities for a maximum period of three months,

decides that the Board of Directors may:

· on its sole initiative and when it deems it appropriate, allocate the fees, rights and expenses arising from the capital increases carried out pursuant to the delegation referred to in this resolution, from the amount of the premiums related to these transactions and to deduct, on the amount of these premiums, the sums necessary to bring the legal reserve to one-tenth of the new capital, after each transaction,

· make any decision to admit the securities and securities so issued to trading on the Nasdaq Global Market in the United States of America and, more generally,

· take any measures, enter into any commitment and carry out any formalities necessary for the successful completion of the proposed issuance, and to finalize the resulting capital increase definitive and amend the bylaws accordingly.

Thirteenth Resolution

Delegation of authority to be granted to the Board of Directors with a view to increase the share capital by issuing ordinary shares and / or other securities, with cancellation of preferential subscription rights of the shareholders in an offer to the public

The General Shareholders’ Meeting, acting in accordance with the quorum and majority requirements required by Extraordinary General Meetings,

having considered the Board of Directors’ report and the statutory auditors’ report,

delegates to the Board of Directors its authority to decide, by way of a public offering, the issue, on one or more occasions, in such amounts and at such times as it may determine, in France or abroad, ordinary

shares of the Company or securities of capital giving access to other equity securities or giving right to the allocation of debt securities, and / or other securities (including in particular, all debt securities) giving access to equity securities of the Company or of any company which directly or indirectly owns more than half of its share capital or of which it directly or indirectly owns more than half of the share capital, such securities to be issued in Euros, in foreign currency or in any monetary unit established by reference to several currencies at the discretion of the Board of Directors, the payment of which may be made in cash, including by offsetting of any debt,

resolves that the securities thus issued may consist of debt securities, be associated with the issue of such securities or allow them to be issued as intermediate securities,

resolves to cancel the shareholders’ preferential subscription right with respect to the ordinary shares or securities issued pursuant to this delegation,

decides to leave to the Board of Directors, if in the use of this delegation the shares of the Company are admitted to trading on a regulated market, the authority to institute, for the benefit of the shareholders, and for all or part of the issues, a right of priority to subscribe to such shares during the period and according to the terms it will set in accordance with the provisions of Article L. 225-135 of the French Commercial Code, with this priority not giving rise to the creation of negotiable rights, but which may be exercised both on an irreducible and a reducible basis,

decides to fix at €232,000 (or the equivalent of this amount in the event of issue in another currency) the maximum nominal amount of the capital increases that may be carried out, immediately and / or in the future, under of this resolution, it being specified that:

· the maximum nominal amount of the capital increases that may be carried out immediately or in the future under this delegation will be deducted from the amount of the overall limit provided for in the Sixteenth Resolution below,

· to this global limit shall be added, as the case may be, the nominal value of the shares to be issued to preserve, in accordance with the law and, where applicable, the applicable contractual provisions, the rights of the holders of securities and other rights giving access to the capital,

decides to set at €136,300,000 (or the equivalent of this amount in case of issue in another currency) the maximum nominal amount of the debt securities that may be issued under this delegation, it being specified that:

· this amount will be increased, if applicable, by any redemption premium above par,

· this amount will be deducted from the overall limit referred to in the Sixteenth Resolution below,

· this limit does not apply to debt securities referred to in Articles L. 228-40, L. 228-36-A, and L. 228-92 paragraph 3 of the French Commercial Code, whose issuance is decided or authorized by the Board of Directors under the conditions set out in Article L. 228-40 of the French Commercial Code, or in other cases, under the conditions that the Company may determine in accordance with the provisions of Article L. 228-36-A of the French Commercial Code,

decides that, if the subscriptions received do not account for the full amount of a subscription, the Board of Directors may use, in the order it determines, one or more of the following options:

· limit the issue to the amount of the subscriptions, on the condition that they amount to at least three quarters of amount of the initial issue,

· freely distribute all or part of the unsubscribed securities among persons of its choosing, and

· offer to the public, on the French or international market, all or part of the unsubscribed securities,

decides that the issue price of the shares that may be issued pursuant to this delegation shall be fixed by the Board of Directors and, as long as shares of the Company (in the form of American Depositary Shares) are admitted to trading on the Nasdaq Global Market in the United States of America, shall be at least equal to the volume- weighted average trading price for the five trading days prior to the setting of the price of the issue, which may be reduced by a maximum discount of 5% (although it is specified that if, when using this delegation, the Company’s shares are admitted to trading on a regulated market within the meaning of the Commercial Code, the price would be set in accordance with the provisions of Article L. 225-136-1° of the French Commercial Code), taking into account, if applicable, the date of any dividend rights and being specified that the issue price of securities giving access to the capital, if any, issued pursuant to this delegation shall be such that the sum received immediately by the Company, plus the amount that may be collected by the Company upon the exercise or conversion of such securities, is, for each share issued as a result of the issue of such securities, at least equal to the minimum amount referred to above,

· decide on the capital increase and determine the securities to be issued and, more generally, decide on the issues pursuant to this delegation,

· set the dates, terms and conditions of any issue and the form and characteristics of the shares or securities giving access to the capital to be issued, with or without a premium,

set the date of the possible retroactive dividend rights of the shares or securities giving access to the capital to be issued, their method of payment and, where applicable, the conditions for the exercise of rights of exchange, conversion, refund or allotment of any other type of shares or securities giving access to the capital,

· suspend, if necessary, the exercise of the rights attached to these securities for a maximum period of three months,

decides that the Board of Directors may:

· on its sole initiative and when it deems it appropriate, allocate the fees, rights and expenses arising from the capital increases carried out pursuant to the delegation referred to in this resolution, from the amount of the premiums related to these transactions and to deduct, from the amount of these premiums, the sums necessary to bring the legal reserve to one-tenth of the new capital, after each transaction,

· make any decision to admit the securities and securities so issued to trading on the Nasdaq Global Market in the United States of America and, more generally,

decides that this delegation shall not be used during the period of a public takeover bid or offer of exchange relating to the Company’s shares,

specifies that the delegation granted to the Board of Directors is valid for a period of twenty-six (26) months as from the date of this meeting.

Fourteenth Resolution

Delegation of authority to be granted to the Board of Directors to increase the capital by issuing ordinary shares and / or other securities, with cancellation of the preferential subscription rights of the shareholders, to be issued in connection with an offer to qualified investors or a limited group of investors as contemplated by Article L. 411-2 II of the French Monetary and Financial Code

The General Shareholders’ Meeting, acting in accordance with the quorum and majority requirements required by Extraordinary General Meetings,

having considered the Board of Directors’ report and the statutory auditors’ report,

in accordance with the provisions of Articles L. 225-129 et seq. of the French Commercial Code, and, in particular, Articles L. 225-129 to L. 225-129-6, L. 225-132, L. 225-133, L. 225-134, L. 228-91, L. 228-92, and L. 228-93,

resolves that the securities thus issued may consist of debt securities, be associated with the issue of such securities or allow them to be issued as intermediate securities,

resolves to cancel the shareholders’ preferential subscription right on the ordinary shares or securities issued pursuant to this delegation,

resolves that the total nominal amount of share capital increases that may be carried out immediately or in the future under this delegation may not exceed €232,000, or, in any event, exceed the limits provided for by the regulations applicable on the day of the issue (indicatively, on the day of this general meeting, the issue of equity securities carried out by an offer referred to in Article L. 411-2 II of the French Monetary and Financial Code is limited to 20% of the Company’s share capital per year, said capital being assessed on the date of the Board of Directors’ decision to use this delegation), the maximum amount to be increased, as the case may be, by the additional amount of shares to be issued to preserve, in accordance with legal or regulatory provisions and, where applicable, contractual provisions, the rights of holders of securities giving access to share capital,

further resolves that the nominal amount of any increase in share capital that may be realized in this manner will be deducted from the overall ceiling provided for in the Sixteenth Resolution below,

decides to set €136,300,000 (or the equivalent of this amount in case of issue in another currency) the maximum nominal amount of the debt securities that may be issued under this delegation, it being specified that:

· this amount will be increased, if applicable, by any redemption premium above par,

· this amount will be deducted from the overall limit referred to in the Sixteenth Resolution below,

· this limit does not apply to debt securities referred to in Articles L. 228-40, L. 228-36-A, and L. 228-92 paragraph 3 of the French Commercial Code whose issuance is decided or authorized by the Board of Directors under the conditions set out in Article L. 228-40 of the French Commercial Code, or in other cases, under the conditions that the Company may determine in accordance with the provisions of Article L. 228-36-A of the French Monetary and Financial Code,

decides that, if the subscriptions received do not account for the full amount of a subscription, the Board of Directors may use, in the order it determines, one or more of the following options:

· limit the issue to the amount of the subscriptions, on the condition that they amount to at least three quarters of amount of the initial issue,

· freely distribute all or part of the unsubscribed securities amongst persons of its choosing, and

· offer to the public, on the French or international market, all or part of the unsubscribed securities,

French Commercial Code), taking into account, if applicable, the date of any dividend rights and being specified that the issue price of securities giving access to the capital, if any, issued pursuant to this delegation shall be such that the sum received immediately by the Company, plus the amount that may be collected by the Company upon the exercise or conversion of such securities, is, for each share issued as a result of the issue of such securities, at least equal to the minimum amount referred to above,

· decide on the capital increase and determine the securities to be issued and, more generally, decide on the issues pursuant to this delegation,

· set the dates, terms and conditions of any issue and the form and characteristics of the shares or securities giving access to the capital to be issued, with or without a premium,

· to suspend, if necessary, the exercise of the rights attached to these securities for a maximum period of three months,

decides that the Board of Directors may:

· on its sole initiative and when it deems it appropriate, charge the fees, duties and expenses arising from the capital increases carried out pursuant to the delegation referred to in this resolution, the amount of the premiums related to these transactions and collect, on the amount of these premiums, the sums necessary to bring the legal reserve to one-tenth of the new capital, after each transaction,

· make any decision to admit the securities and securities so issued to trading on the Nasdaq Global Market in the United States of America and, more generally,

· take any measures, conclude any commitment and carry out any formalities necessary for the successful completion of the proposed issue, as well as the effect of making the resulting capital increase definitive, and amend the bylaws accordingly,

decides that this delegation shall not be used during the period of a public takeover bid or offer of exchange relating to the Company’s shares,

notes that this delegation, not being a general delegation of authority relating to the increase of capital without preferential subscription rights, but a delegation of authority relating to the increase of the share capital by issue without preferential subscription rights through an offer referred to in Article L. 411-2 II of the monetary and financial code, does not have the same object as the Thirteenth Resolution of this meeting,

notes, therefore, that this delegation shall not render inoperative the Thirteenth Resolution of this meeting, the validity and term of which is not affected by this delegation,

specifies that the delegation granted to the Board of Directors is valid for a period of twenty-six (26) months from this meeting.

Fifteenth Resolution

Delegation to the Board of Directors to increase the number of securities to be issued in the event of a capital increase with or without preferential subscription rights.

The General Shareholders’ Meeting, acting in accordance with the quorum and majority requirements required by Extraordinary General Meetings,

having considered the Board of Directors’ report,

in accordance with the provisions of Articles L. 225-129, L. 225-129-2, L. 225-135, L. 225-135-1 et seq., L. 228-91 and L. 228-92of the French Commercial Code,

delegates to the Board of Directors the authority to increase the number of shares or securities to be issued in the event of excess demand for subscription in the context of one or more capital increases of the Company, with or without preferential subscription rights, decided in pursuant to the Twelfth Resolution, Thirteenth Resolution and Fourteenth Resolution above, under the conditions set out in Articles L. 225-135-1 and R. 225-118 of the French Commercial Code (as of the date hereof, within thirty days of the closing of the subscription, at the same price as that used for the initial issue and within the limit of 15% of the initial issue), with such shares conferring the same rights as the initial issuance shares, subject to the date of their dividend rights,

specifies that the nominal amount of any increase in share capital decided pursuant to this delegation in the context of capital increases of the Company, with or without preferential subscription rights decided under the above delegations, will be deducted from the aggregate limit set forth in the Sixteenth Resolution below, to which shall be added, as the case may be, the additional amount of any additional shares or securities to be issued in order to preserve, in accordance with the law and, as the case may be, any contractual stipulations, the rights of holders of securities giving access to the share capital and other rights giving access to the share capital,

decides that this delegation shall not be used during the period of a public takeover bid or offer of exchange relating to the Company’s shares,

resolves that this delegation be given to the Board of Directors for a period of twenty-six (26) months from the date of this meeting,

resolves that the Board of Directors shall have all powers, with the power to sub delegate under the conditions provided for by law, to implement, in accordance with the conditions set by law and the Bylaws, this delegation in order to, in particular:

· set the dates, terms and conditions, and manner of any issue and the form and characteristics of the shares or securities giving access to the capital to be issued, with or without a premium,

· to decide on the amounts to be issued, the date of attachment of dividend rights (which may be retroactive) of shares or securities giving rights to the share capital to be issued, the means of payment and, as the case may be, the manner of exercising any rights of exchange, conversion, redemption or allocation of any other type of shares or securities giving access to share capital,

· to suspend, if necessary, the exercise of the rights attached to these securities for a maximum period of three months,

decides that the Board of Directors may:

· on its sole initiative and when it deems it appropriate, charge the fees, duties and fees arising from the capital increases carried out pursuant to the delegation referred to in this resolution, the amount of the premiums related to these transactions and collect, on the amount of these premiums, the sums necessary to bring the legal reserve to one-tenth of the new capital, after each operation,

· make any decision to admit the securities and securities so issued to trading on the Nasdaq Global Market in the United States of America and, more generally,

Sixteenth Resolution

Overall limitations on the amount of issues made pursuant to the Twelfth, Thirteenth, Fourteenth and Fifteenth Resolutions above

The General Shareholders’ Meeting, acting in accordance with the quorum and majority requirements required by Extraordinary General Meetings,

having considered the Board of Directors’ report and the statutory auditors’ report,

resolves that:

· the aggregate maximum nominal amount of the capital increases that may be realized pursuant to the delegations granted pursuant to the Twelfth Resolution, Thirteenth Resolution, Fourteenth Resolution and Fifteenth Resolution of this meeting shall not be greater than €928,000, it being specified that the maximum nominal global amount of the share capital increases which may be realized pursuant to the

delegations granted pursuant to the Thirteenth resolution, the Fourteenth Resolution and the Fifteenth Resolution shall not be greater than €232,000, and to these limits shall be added the additional amount of the shares to be issued in order to preserve, in accordance with legal or regulatory provisions and, as the case may be, with the applicable contractual provisions, the rights of the holders of securities and other rights giving access to shares,

· the maximum aggregate nominal amount of the debt securities that may be issued pursuant to the delegations granted pursuant to the resolutions referred to above is €136,300,000 (or the equivalent on the date of issue of this amount in foreign currency) or in units of account established by reference to several currencies), it being specified that this limit does not apply to the debt securities referred to in Articles L. 228-40, L. 228-36-A, and L. 228-92, paragraph 3, of the French Commercial Code, whose issuance would be decided or authorized by the Board of Directors under the conditions provided by Article L. 228-40 of the French Commercial Code, or in other cases, under the conditions that the Company may determine in accordance with the provisions of Article L. 228-36-A of the French Commercial Code.

Seventeenth Resolution

Delegation of authority granted to the Board of Directors to increase the share capital by capitalization of premiums, reserves, profits or other sums allowed to be capitalized

The General Shareholders’ Meeting, acting in accordance with the quorum and majority requirements required by provided for by Article L. 225-130 of the French Commercial Code,

having considered the Board of Directors’ report and the statutory auditors’ report,

in accordance with the provisions of Articles L. 225-129, L. 225-129-2, and L. 225-130 of the French Commercial Code,

delegates to the Board of Directors the power to decide on one or more capital increases by capitalization of bonuses, reserves, profits or other amounts, the capitalization of which is legally and statutorily permissible, in the form of new free shares, by increasing the par value of the existing shares, or through the combined use of these two methods, with such shares conferring the same rights as the original shares subject to their date of dividend rights,

resolves that the total nominal amount of the share capital increases that may be realized immediately or in the future, may not exceed € 150,000, plus, if applicable, the additional amount of shares issued in order to preserve, in accordance with legal or regulatory provisions and, as the case may be, applicable contractual stipulations, the rights of holders of securities and other rights giving access to shares, it being specified that this limit is set independently and separately from the limit referred to in the Sixteenth Resolution above,

resolves, in accordance with the provisions of Article L. 225-130 of the French Commercial Code, that in the event of use by the Board of Directors of this delegation, any fractional rights will not be negotiable and that the corresponding securities will be sold, with the sums from such sale being allocated to the rights holders within the period prescribed by regulation,

resolves that the Board of Directors shall have all power, with the authority to sub delegate under the conditions provided by law, to implement, in accordance with the conditions set by law and the Bylaws, this delegation in order to, in particular:

· adopt all the terms and conditions of the authorized transactions and in particular to fix the amount and nature of the reserves, premiums to be incorporated, number of new shares to be issued or the amount by which the par value of the existing shares will be increased,

· take all measures to protect the rights of holders of securities giving access to the capital of the Company as of the date of the capital increase,

· in its discretion, charge the costs of the capital increase to the amount of the premiums related thereto and to deduct from this amount the sums necessary to bring the legal reserve to one-tenth of the new share capital after each capital increase,

· acknowledge the completion of any capital increase that will result,

· carry out any related formalities and proceed, in particular, with the modification of the Bylaws and more generally carry out any necessary formalities,

decides that this delegation shall not be used during the period of a public takeover bid or offer of exchange relating to the Company’s shares,

resolves that this delegation is granted for a period of twenty-six (26) months from the date of this meeting and terminates all previous delegations having the same purpose.

Eighteenth Resolution

Authorization to be given to the Board of Directors to carry out the free allocation of existing shares or newly issued shares to salaried employees of the Company or companies in the group and / or to certain corporate officers of the Company

The General Shareholders’ Meeting, acting in accordance with the quorum and majority requirements required by Extraordinary General Meetings,

having considered the Board of Directors’ report and the Statutory Auditors’ report,

in accordance with the provisions of articles L. 225-197-1 et seq. of the French Commercial Code.

authorizes the Board of Directors to allocate, on one or more occasions, free existing or newly issued Company shares to salaried employees, or certain categories of them, and / or its corporate officers who meet the conditions stipulated in Article L. 225-197-1, II of the French Commercial Code, and to salaried employees of companies or economic interest groups in which the Company holds, directly or indirectly, at least 10% of the share capital or voting rights on the date of allocation of the shares in question,

resolves to set the total number of free shares that may be allocated by the Board of Directors pursuant to this authorization at 2,000,000 shares with a par value of €0.08 per share, it being specified that the total number of free shares allocated by the Board of Directors may never exceed the overall limit of 10% of the existing share capital of the Company on the date of the allocation decision, and that this number shall be deducted from the overall limit provided by the Twentieth Resolution below,

resolves that the allocation of the shares to their beneficiary shall be final, subject to the conditions or criteria that may be set by the Board of Directors being met, at the end of a period of at least one (1) year (the “Vesting Period”) and that the beneficiaries of the shares must, where applicable, hold them during a period set by the

Board of Directors (the “Holding Period”) which, combined with the Vesting Period, may not be less than two (2) years,

resolves, notwithstanding the foregoing provisions, that the shares shall be permanently allocated before the end of the term of the Vesting Period in the event of the disability of the beneficiary corresponding to the second or third category referred to in article L. 341-4 of the French Social Security Code,

resolves that the shares allocated shall be freely assignable in the event of an allocation request submitted by the heirs of a deceased beneficiary or in the event of the disability of the beneficiary corresponding to the aforementioned categories of the French Social Security Code,

resolves that the duration of the Vesting Period and, where applicable, the Holding Period, shall be set by the Board of Directors in accordance with the above-mentioned limits,

notes that, in accordance with the provisions of Article L. 225-197-1 of the French Commercial Code, when the allocation involves newly issued shares, this authorization automatically entails, in favor of the beneficiaries of the free share allocation, the waiver by shareholders of their preferential subscription rights to the newly issued shares, with the corresponding capital increase being fully realized by sole virtue of the final allocation of the shares to the beneficiaries,

notes that this decision entails, as may be necessary, the waiver by shareholders in favor of the beneficiaries of free shares, of the portion of reserves, profits or share premiums which, where applicable, shall be used in the event of the issuance of new shares at the end of the Vesting Period and, for which purpose, all powers are delegated to the Board of Directors,

delegates to the Board of Directors all powers in order to:

· ensure existing reserves are sufficient and transfer to a blocked reserve account upon each allocation, the amounts required to pay for the new shares to be allocated;

· decide on the identity of the beneficiaries of the allocations and the number of shares that may be allocated to each of them;

· set the conditions and, where applicable, the criteria for allocating these shares,

where applicable:

· decide, in due course, the capital increase(s) relating to any issuance of new shares that are freely allocated;

· acquire the shares, where applicable, that are necessary for the delivery of any existing shares that are freely allocated;

· take any appropriate measures to ensure beneficiaries’ compliance with the required holding obligation;

· and, generally, in the context of legislation in effect, do all that is required to implement this resolution.

decides that this delegation shall not be used during a public offering of the Company’s shares.

This authorization, which is granted for a period of thirty-eight (38) months from the date of this Meeting, terminates any prior authorization having the same purpose.

Nineteenth Resolution

The Shareholders’ Meeting, acting in accordance with the quorum and majority requirements required by Extraordinary General Meetings,

having considered the Board of Directors’ report and the Statutory Auditors’ report,

delegates to the Board of Directors its authority to issue a maximum number of 2,000,000 ordinary share purchase warrants (“BSAs”), it being specified that this number be deducted from the overall limit provided by the Twentieth Resolution below,

resolves that each BSA shall give entitlement to subscribe to one ordinary share of the Company with a par value of €0.08, representing a capital increase of a maximum par amount of €160,000,

resolves that the issue price of a BSA shall be determined by the Board of Directors on the date the BSA is issued in accordance with its characteristics and shall be at least equal to 5% of the volume-weighted average price of the last five (5) trading sessions on the NASDAQ Global Market preceding the date of allocation of the aforementioned BSA by the Board of Directors,

resolves to waive, for these BSAs, the shareholders’ preferential subscription rights, with the aforementioned BSAs only able to be allocated to the following category of beneficiaries: Directors of the Company or of one of its subsidiaries according to the date of allocation of the BSAs, who are not employees or managers of the Company or of one of its subsidiaries, independent members of any committee that the Board of Directors of the Company has established or will establish, as well as any natural or legal person related to the Company or to one of its subsidiaries by means of a consultancy agreement (the “Beneficiaries”),

resolves, in accordance with the provisions of Article L. 225-138-I of the French Commercial Code, to delegate to the Board of Directors the task of agreeing the list of Beneficiaries and number of BSAs allocated to each Beneficiary designated as such,

authorizes the Board of Directors, within the limits of the foregoing, to issue and allocate BSAs, on one or more occasions, to each Beneficiary,

resolves to delegate to the Board of Directors the task of setting, for each Beneficiary, the terms and conditions for exercising BSAs and, in particular, the issue price of BSAs and the BSA exercise schedule, it being specified that these must be exercised no later than ten (10) years from their issuance and that the BSAs not exercised at the expiry of this ten (10) year period shall automatically lapse,

resolves that each BSA will allow the subscription of one ordinary share with a par value of €0.08 at an exercise price determined by the Board of Directors on the date of application of the BSAs, which must be at least equal the equivalent in Euros of the closing price in US dollars of an ADS on the Nasdaq Global Market on the day preceding the Board of Directors’ decision to allocate the BSAs, and

resolves that the ordinary shares thus subscribed must be fully paid up at the time of their subscription, either by cash or through offsetting of any debt,

resolves that the new shares delivered to the Beneficiary upon the exercise of their BSAs shall be subject to all legal provisions and shall carry dividend rights from the first day of the financial year in which they are issued,

resolves that the BSAs shall be transferable. They shall be issued in registered form and held in an administered account,

resolves to issue a maximum of 2,000,000 ordinary shares to which the BSAs issued shall grant entitlement,

states that pursuant to the provisions of articles L. 228-91 and L. 225-132 of the French Commercial Code, this decision entails shareholders waiving, in favor of the BSA holders, their preferential subscription rights in respect of the ordinary shares to which the BSAs grant entitlement,

recalls that pursuant to Article L. 228-98 of the French Commercial Code:

· that in the event of a capital reduction prompted by losses from a reduction in the number of shares, the rights of BSA holders in terms of the number of shares to be received upon exercise of the BSAs shall, as a consequence, be reduced as if these holders had been shareholders from the date of issue of the BSAs;

· that in the event of a capital reduction prompted by losses from a reduction in the par value of the shares, the subscription price of the shares to which the BSAs grant entitlement shall remain unchanged, with the issue premium being increased by the amount of the reduction in the par value,

resolves further that:

· in the event of a capital reduction not prompted by losses from a reduction in the par value of the shares, the subscription price of the shares to which the BSAs grant entitlement shall be reduced proportionally;

· in the event of a capital reduction not prompted by losses from a reduction in the number of shares, the BSA holders, if they exercise their BSAs, may request that their shares be repurchased under the same conditions as if they had been shareholders at the time that the company repurchased its own shares,

resolves, as stipulated in Article L.228-98 of the French Commercial Code, that the Company is authorized, without having to request the authorization of the BSA holders, to modify their form and corporate purpose,

recalls that pursuant to the provisions of article L. 228-98 of the French Commercial Code, the Company may neither amend the rules for distributing its profits, nor redeem its capital or create preference shares involving such a modification or redemption unless so authorized by the contract of issuance or in the circumstances stipulated in Article L. 228-103 of the French Commercial Code and subject to making the provisions necessary to maintain the rights of the holders of securities giving access to the capital according to the conditions defined in Article L. 228-99 of the French Commercial Code,

resolves that, in the event that it should be necessary to make the adjustment provided by Article L. 228-99 paragraph 3 of the French Commercial Code, the adjustment would be made by applying the method stipulated in article R. 228-91 of the French Commercial Code, it being specified that the value of the preferential subscription right and the value of the share before the detachment of the preferential subscription right would, where necessary, be determined by the Board of Directors in accordance with the subscription, exchange or sales price used for the last transaction involving the Company’s capital (capital increase, contribution of securities, sale of shares, etc.) during the six (6) months preceding the meeting of the aforementioned Board of Directors, or, in the event that no such transaction had been carried out during this period, in accordance with

any other financial parameter that might appear relevant to the Board of Directors (and which shall be approved by the Company’s Statutory Auditors),

authorizes the Company to impose on the holders of BSAs the repurchase or redemption of their rights as stipulated in Article 228-102 of the French Commercial Code,

resolves to give all powers to the Board of Directors to implement this resolution and, in particular, in order to:

· set the issue price of the BSAs and of the shares to which they give entitlement in fulfillment of the terms of this resolution;

· issue and allocate BSAs and to decide the conditions for their exercise and the final terms and conditions of the BSAs, including the exercise schedule, in accordance with the provisions of this resolution and within the limits set by this resolution;

· receive subscriptions for BSAs and the related payments;

· report the number of ordinary shares issued following the exercise of BSAs, carry out the formalities following the corresponding capital increases and make the relevant amendments to the Bylaws;

· take all measures to ensure that BSA holders are protected in the event of a financial transaction involving the Company and in accordance with the legal and regulatory provisions in effect;

· generally, take any measures and perform any formality appropriate to this issuance.

decides that this delegation shall not be used during a public offering of the Company’s shares

This delegation, which is granted for a period of eighteen (18) months from the date of this Meeting, terminates any prior delegation having the same purpose.

Twentieth Resolution

Overall limitations on the amount of issues under the Eighteenth Resolution and the Nineteenth Resolution above.

The Company is seeking shareholder approval of a maximum aggregate number of shares (i.e., up to €160,000 of nominal value in the aggregate representing up to 2,000,000 new shares) that the Board of Directors may issue pursuant to the authorization to grant free shares under the Eighteenth Resolution, and delegation to grant warrants under the Nineteenth Resolution, in an aggregate total amount of 2,000,000 shares.

The Board of Directors recommends the approval of a maximum aggregate number of shares that may be issued pursuant to the preceding resolutions relating to grants of free shares and warrants in order to limit potential dilution to existing shareholders.

In determining the overall limitation being requested for shareholder approval by this Twentieth Resolution, the Board of Directors considered the following:

employees, consultants, and directors particularly in the highly competitive technology markets in which we compete for talent.

· Number of Shares Outstanding; Number of Shares Available for Grant. As of March 31, 2018, 29,630,663 ordinary shares are outstanding and if the preceding resolutions are approved, no ordinary shares other than the 2,000,000 will be available for issuance as free shares or warrants. The ordinary shares available for issuance under the Company’s equity incentive programs are not increased due to forfeitures or expiration of outstanding awards from prior delegations.

· Overhang. Overhang measures the potential dilution to which the Company’s existing shareholders are exposed due to outstanding equity awards. As of March 31, 2018, we had outstanding 2,524,825 shares subject to outstanding options and warrants with an average remaining term of 7.1 years and a weighted average exercise price of $14.39 per share, and 918,508 outstanding free shares.

The Shareholders’ Meeting, acting in accordance with the quorum and majority requirements required by Extraordinary General Meetings,

having considered the Board of Directors’ report,

resolves that the total number of (i) shares that would be allocated free of charge pursuant to the Eighteenth Resolution above and (ii) shares that may be issued upon the exercise of share warrants allocated pursuant to the Nineteenth Resolution above, may not exceed 2,000,000 shares with a par value of €0.08 each, it being specified that to this ceiling shall be added the additional amount of shares to be issued in order to protect, in accordance with the applicable contractual stipulations, the rights of the holders of securities and other rights giving access to the shares.

Twenty-First Resolution

Delegation to be granted to the Board of Directors in view of a capital increase through the issuance of shares of the Company to participants in a company savings plan established in accordance with articles L. 3332-1 et seq. of the French Labor Code.

The Shareholders’ Meeting, acting in accordance with the quorum and majority requirements required by Extraordinary General Meetings,

having considered the Board of Directors’ report and the Statutory Auditors’ report,

in accordance, in particular, with the provisions of Articles L. 225-129 et seq. and L. 225-138-1 of the French Commercial Code and Articles L. 3332-1 et seq. of the French Labor Code,

delegates to the Board of Directors its authority in order to increase the share capital, on one or more occasions, at its discretion, by issuing ordinary shares reserved, directly or through the intermediary of a collective employee shareholding plan as stipulated in Articles L. 3332-1 et seq. of the French Labor Code which would be open to employees of the Company and of companies related to it within the meaning of Article L. 225-180 of the French Commercial Code and Article L. 3344-1 of the French Labor Code and which, moreover, meet the conditions that may be set by the Board of Directors (hereafter, “Group Employees”),

resolves, consequently, to waive the preferential subscription rights granted to shareholders by Article L. 225-132 of the French Commercial Code and to reserve subscription for the aforementioned shares to Group Employees,

resolves that the total par amount of capital increases that may be carried out pursuant to this resolution must not exceed the maximum amount of €45,680, and will be deducted from the aggregate maximum limit contemplated by the Twenty-Fourth Resolution, to which shall be added, where applicable, the additional amount of shares to be issued in order to protect, in accordance with the applicable contractual stipulations, the rights of the holders of securities and other rights giving access to the shares,

resolves that the issue price for a share shall be determined by the Board of Directors in accordance with the terms and conditions stipulated in Article L. 3332-20 of the French Labor Code, it being specified, however, that if, when use is made of this delegation, the shares of the Company were admitted for trading on a regulated market within the meaning of the French Commercial Code, the price would be set in accordance with the provisions of Article L. 3332-19 of the French Labor Code,

resolves that the Board of Directors shall have all powers, with the ability to delegate further according to the conditions stipulated in law, in order to implement this delegation,

decides that this delegation shall not be used during a public offering of the Company’s shares,

sets at eighteen (18) months from the date of this Annual General Meeting, the term of validity of this delegation.

Twenty-Second Resolution

Delegation to be granted to the Board of Directors in view of a capital increase through the issuance of Company shares with waiver of shareholders’ preferential subscription right in favor of a first category of persons meeting certain determined criteria.

The Shareholders’ Meeting, acting in accordance with the quorum and majority requirements required by Extraordinary General Meetings,

having considered the Board of Directors’ report and the Statutory Auditors’ report,

in accordance with the provisions of Articles L. 225-129 et seq. and L.225-138 of the French Commercial Code,

delegates to the Board of Directors its authority to proceed with a capital increase, on one or more occasions, by its sole deliberation, through the issuance of shares of the Company,

decides to waive the preferential subscription right granted to shareholders under Article L. 225-132 of the French Commercial Code and to reserve the subscription of such shares to the following category of persons:

· any trust, investment fund, company or other legal entity to be created, in France or abroad, in connection with permitting such entity to implement, as the case may be, an international Employee Stock Purchase Plan ( “ESPP” ) adopted or to be adopted by the Company and available to all or a part of the employees of the Company and affiliated companies, in France or abroad, within the meaning of Article L. 225-180 of the French Commercial Code and who, in addition, satisfy any criteria to be determined by the Board of Directors,

decides that the total nominal amount of the share capital increases that may be carried out in accordance with the present resolution may not exceed €45,680 and will be counted against the aggregate maximum limit contemplated by the Twenty-Fourth Resolution hereafter, it being specified that this maximum amount may be increased, as the case may be, by the additional amount of shares to be issued in order to preserve, in accordance with applicable law and regulations and, as the case may be, any contractual provisions, the rights of shareholders and holders of other rights giving access to shares,

decides that the issuance price for a share shall be determined by the Board of Directors on the date of the decision to issue the shares and must be no less than, during each offering period, as defined in the ESPP (“Offering Period”), the Euro equivalent of eighty-five percent (85%) of the lower of the closing price in US dollars of an ADS of the Company on the NASDAQ Global Market on the first day of the relevant Offering Period and on the last day of such period (or, as the case may be, on any other date during such period as shall be decided by the Board of Directors in accordance with the ESPP), as published in the Wall Street Journal or any other source that the Board of Directors shall judge to be reliable,

decides that the Board of Directors shall have all other powers, with the ability to sub-delegate within the conditions contemplated by law, in order to implement the present delegation and, in particular, to determine the list of Beneficiaries meeting the requirements mentioned above,

decides that this delegation shall not be used during a public offering of the Company’s shares,

fixes at eighteen (18) months as from the date of this shareholders’ meeting the duration of the validity of this delegation.

Twenty-Third Resolution

Delegation to be granted to the Board of Directors in order to increase the share capital through the issuance of shares of the Company, with waiver of the preferential subscription right of shareholders, in favor of a second category of persons meeting certain determined criteria

The Shareholders’ Meeting, acting in accordance with the quorum and majority requirements required by Extraordinary General Meetings,

having considered the Board of Directors’ report and the Statutory Auditors’ report,

in accordance with the provisions of Articles L. 225-129 et seq. and L.225-138 of the French Commercial Code,

delegates to the Board of Directors its authority to proceed with a capital increase, on one or more occasions, on its sole deliberation, through the issuance of shares of the Company,

· The employees of the Company and affiliated companies, in France and abroad, within the meaning of Article L. 225-180 of the French Commercial Code belonging to an ESPP and meeting the criteria as may be determined, as the case may be, by the Board of Directors (the “Beneficiaries”),

contemplated by the Twenty-Fourth Resolution hereafter, it being specified that this maximum amount may be increased, as the case may be, by the additional amount of shares to be issued in order to preserve, in accordance with applicable law and regulations and, as the case may be, any contractual provisions, the rights of shareholders and holders of other rights giving access to shares,

decides that the issuance price for a share shall be determined by the Board of Directors on the date of the decision to issue the shares and must be no less than, during each offering period, as defined in the ESPP (“Offering Period”), to the Euro equivalent of eighty-five percent (85%) of the lower of the closing price in US dollars of an ADS of the Company on the NASDAQ Global Market on the first day of the relevant Offering Period and on the last day of such period (or, as the case may be, on any other date during such period as shall be decided by the Board of Directors in accordance with the ESPP), as published in the Wall Street Journal or any other source that the Board of Directors shall judge to be reliable,

decides that this delegation shall not be used during a public offering of the Company’s shares,

fixes at eighteen (18) months as from the date of this shareholders’ meeting the duration of the validity of this delegation.

Twenty-Fourth Resolution

Global limit of the amount of the issuances implemented under the Twenty-First Resolution, Twenty-Second Resolution and Twenty-Third Resolution above.

The Company is seeking shareholder approval of the maximum share capital increase aggregate amount (i.e., up to €45,680 of nominal value in the aggregate, representing up to 571,000 new shares) that the Board of Directors may decide pursuant to the Twenty-First through Twenty-Third Resolutions above, including shares to be issued pursuant to its ESPP.

The Board of Directors recommends the approval of a maximum aggregate number of shares that may be issued pursuant to the Twenty-First through Twenty-Third Resolutions above in order to limit potential dilution to existing shareholders.

In June 2017, our shareholders authorized up to 571,000 shares that may be issued under the ESPP, and the ESPP was approved by our Board of Directors in October 2017.

In determining the overall limitation being requested for shareholder approval by this Twenty-Fourth Resolution, the Board of Directors considered the following:

· Remaining Competitive by Attracting and Retaining Talent. Our ESPP will be a significant part of our overall equity compensation strategy, especially with respect to our non-executive employees. The ESPP allows our employees to buy our shares at a discount through payroll deductions. In the highly competitive technology industry in which we compete for talent, we believe that offering an employee stock purchase program is critical to our ability to maintain competitive. Without an ESPP, we may be restricted in our ability to offer competitive compensation to existing employees and qualified candidates, and our business and ability to increase long-term shareholders value could be adversely affected.

· Estimated Purchases. The actual number of Shares that will be purchased under the ESPP cannot be determined because such number will depend on a number of indeterminable factors (including the number of participants, the rates at which participants make contributions to the ESPP, and our share price). However, using the per share price as of May 1, 2018 the estimated numbers of shares that may be purchased under the ESPP during the current six-month offering period is 179,016 shares (assuming no decrease in the share price).

· Employee Participation. As of May 1, 2018, approximately 902 employees were eligible to participate in the ESPP.

The Shareholders’ Meeting, acting in accordance with the quorum and majority requirements required by Extraordinary General Meetings,

having considered the Board of Directors’ report,

decides that the aggregate total nominal amount of the share capital increases that may be carried out in accordance with the delegations granted pursuant to the Twenty-First Resolution, Twenty-Second Resolution and Twenty-Third Resolution above is set at €45,680, it being specified that this maximum amount may be increased, as the case may be, by the additional amount of shares to be issued in order to preserve, in accordance with applicable law and regulations and, as the case may be, any contractual provisions, the rights of shareholders and holders of other rights giving access to shares.

DETERMINATION OF DIRECTOR INDEPENDENCE

Our Board of Directors has undertaken a review of the independence of the directors and proposed nominees, and considered whether any director has a material relationship with us that could compromise such director’s ability to exercise independent judgment in carrying out the responsibilities of a director. As a result of this review, our Board of Directors determined that Messrs. Jones, Lillie and Nelson, and Mmes. Caldwell and Denzel, are “independent directors” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of NASDAQ. In making such determination, our Board of Directors considered the relationships that each non-employee director has with us and all other facts and circumstances our Board of Directors deemed relevant in determining the director’s independence, including the number of ordinary shares beneficially owned by the director and his or her affiliated entities (if any).

Ratification of Appointment of Ms. Nora Denzell

Nora Denzel has served on our Board of Directors since July 2017. Ms. Denzel most recently served as interim CEO of Outerwall Inc. from January 2015 to September 2015, as Senior Vice President of Big Data, Marketing and Social Product Design from February 2008 to August 2012 at Intuit Inc. and has held a number of senior executive positions at Hewlett Packard Enterprise Company. Ms. Denzel holds a Master of Business Administration degree from Santa Clara University and a Bachelor of Science degree in Computer Science from the State University of New York. We believe that Ms. Denzel is qualified to serve as a member of our Board of Directors because of her operational expertise gained as a senior executive at leading technology companies as well as her knowledge of the technology industry generally.

The Board of Directors proposes ratifying Ms. Denzel’s cooptation to the Board of Directors for a term ending at the conclusion of the general meeting approving the accounts for the fiscal year ended December 31, 2020.

Ratification of Appointment of Mr. Brian Lillie

Brian Lillie has served on our Board of Directors since May 2018. Mr. Lillie has been with Equinix for nearly ten years, and during that time has served in increasingly senior roles with the company. He was named Chief Product Officer of Equinix last year and served as its Chief Customer Officer from 2016 to 2017. Prior to that, he was the company’s Chief Information Officer for eight years. Before joining Equinix, Mr. Lillie held strategic leadership roles at Verisign, including Vice President of Global Sales Operations. He began his private sector career in IT with Silicon Graphics, including an assignment in Switzerland where he supported IT across EMEA. Previously, Mr. Lillie was an officer with the United States Air Force for nearly a decade, serving as commander of a communications squadron, as an operations director in a mission control center operating satellites, and as a project officer in space research and development. Widely recognized for his leadership and work driving IT innovation, Mr. Lillie was named Silicon Valley Business Journal’s Silicon Valley CIO of the Year in 2014. He currently sits on the board of Lumentum Holdings Inc.

We believe that Mr. Lillie is qualified to serve as a member of our Board of Directors because of his operational expertise gained as a senior executive at leading technology companies as well as his knowledge of the technology industry generally.

The Board of Directors proposes ratifying Mr. Lillie’s cooptation to the Board of Directors and renewal of his term until the conclusion of the general meeting approving the accounts for the fiscal year ended December 31, 2020.

Renewal of Term of Ms. Nanci Caldwell

Nanci Caldwell has served as a member of our Board of Directors since February 2017. Ms. Caldwell was appointed to fill a vacancy created by the resignation of a former director, provided that such appointment must be ratified at our next shareholders’ general meeting. Ms. Caldwell worked at PeopleSoft, Inc., a provider of human resource management systems acquired by Oracle Corporation, where she served as Senior Vice President and Chief Marketing Officer from April 2001 to January 2002 and as Executive Vice President and Chief Marketing Officer from January 2002 to December 2004. Ms. Caldwell currently serves on the board of directors of Citrix Systems, Inc., an enterprise software company, CIBC, a retail banking company, Donnelley Financial Solutions, Inc., a provider for regulatory compliance, capital markets transactions and shareholder communications and Equinix, Inc., an IT data center company. She has previously served on several public and private boards including Deltek, Inc., an enterprise software and information solutions company, and Tibco Software, Inc., a data analytics and processing company. Ms. Caldwell holds a B.A. in Psychology from Queen’s University, Kingston, Canada. We believe that Ms. Caldwell is qualified to serve as a member of our Board of Directors because of her operational expertise gained as a senior executive at leading technology companies as well as her knowledge of the technology industry generally.

The Board of Directors proposes renewing the term of Ms. Caldwell for a term ending at the conclusion of the general meeting approving the accounts for the fiscal year ended December 31, 2020.

Renewal of Term of Mr. Patrick S. Jones

Patrick S. Jones has served as a member of our Board of Directors since November 2015. Mr. Jones has been a private investor since March 2001. Mr. Jones currently serves on the board of directors of Fluidigm Corporation, which makes devices for genomics research and Itesoft S.A., a software company that provides solutions for business process automation. From 2003 to April 2018, Mr. Jones served on the board of directors of Inside Secure S.A., a company that makes digital security solutions. From June 2005 to May 2015, Mr. Jones served as Chairman of the board of directors of Lattice Semiconductor Corporation, a fabless semiconductor company. From June 2008 to December 2012, Mr. Jones served as Chairman of Dialogic Inc., a communications technology company. From 2008 to 2012, Mr. Jones served as Chairman of Epocrates, Inc., a provider of clinical solutions to healthcare professionals and interactive services to the healthcare industry, which was acquired by athenahealth, Inc. in March 2013. From 2007 to 2012, Mr. Jones also served on the board of directors of Openwave Systems Inc., a telecom infrastructure software provider that changed its name to Unwired Planet in 2012. From July 2007 to October 2011, Mr. Jones served on the board of directors of Novell, Inc., an enterprise infrastructure software provider that was sold to Attachmate Corporation in 2011. From June 1998 to March 2001, Mr. Jones served as the Senior Vice President and Chief Financial Officer of Gemplus International S.A. (now Gemalto), a provider of solutions empowered by smart cards. Prior to Gemalto, from March 1992 to June 1998, he served as Vice President, Finance, and Corporate Controller at Intel Corporation, a producer of microchips, computing and communications products. Prior to that, Mr. Jones served as Chief Financial Officer of LSI Corporation, a semiconductor company. Mr. Jones holds a B.A. in Latin American Studies from the University of Illinois and an M.B.A. from St. Louis University. We believe

that Mr. Jones is qualified to serve as a member of our Board of Directors because of his significant financial and accounting expertise and international business experience.

The Board of Directors proposes renewing the term of Mr. Jones for a term ending at the conclusion of the general meeting approving the accounts for the fiscal year ended December 31, 2020.

Renewal of Term of Mr. Brian Lillie

Mr. Lillie was appointed at the May 3, 2018 meeting of the Board of Directors as a replacement for Bernard Liautaud to serve until the expiration of Mr. Liautaud’s term of office. As Mr. Liautaud’s term of office was to expire at the end of this ordinary annual general meeting, Mr. Lillie’s term of office needs to be renewed for a period of three years ending at the end of the ordinary annual general meeting at which the financial statements for the fiscal year ended December 31, 2020.

Appointment of Mr. Mark Nelson as Director

The Board of Directors hereby recommends appointing Mr. Mark Nelson for a term ending at the conclusion of the general meeting approving the accounts for the fiscal year ended December 31, 2020.

Mr. Nelson is Executive Vice President of Product Development at Tableau where he is responsible for leading the global engineering team, helping the company continue to broaden and deepen its industry leading analytics platform to support customers globally. Mr. Nelson has more than 25 years of experience in software development, engineering, and SasS infrastructures at AT&T, Informix, Oracle and most recently at Concur, where he served as Chief Technology Officer. At Concur, Mr. Nelson was responsible for all aspects of product development as well as hosting operations for their SaaS services and Concur’s internal IT function. Previously, he spent more than 16 years as Vice President and Architect at Oracle, where his last role was responsibility for much of Oracle’s cloud infrastructure. Mr. Nelson’s extensive cloud computing expertise also affords him a role as an Advisory Board Member for SkyTap, a cloud provider focused on transforming traditional enterprise applications. He holds a B.S. in General Engineering and an M.S. in Computer Science from the University of Illinois at Urbana-Champaign.

The Board of Directors proposes appointing Mr. Nelson for a term ending at the conclusion of the general meeting approving the accounts for the fiscal year ended December 31, 2020.

SUMMARY OF THE COMPANY’S STATUTORY FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2017

NOTICE: The figures presented in this document have been derived from the Talend S.A.’s stand-alone French statutory financial statements for the fiscal year 2017 prepared in accordance with French GAAP rules. These figures relate to Talend S.A. on a non-consolidated basis only, and do not include any financial information related to Talend S.A.’s subsidiaries.

Revenue

Total consolidated revenue, $148.6 million, increased by $42.6 million, or 40%, in the year ended December 31, 2017 compared to the year ended December 31, 2016. Growth in total revenue was attributable to increased demand for our products from both new and existing customers. In France, revenue for fiscal year 2017 increased by more than 30% compared to fiscal year 2016.

Breakdown by activity and geographies is as follows (in Euros):

Breakdown by activity	France and Overseas Departments and Territories	EU and Rest of World	2017	2016
Subscriptions & Support	19,327,077	4,839,439	24,166,516	20,567,927
Consulting	1,673,281	405,296	2,078,577	1,860,042
Training	385,219	141,375	526,594	554,648
Others	64,167	37,071	101,238	84,731
Intercompany		24,142,238	24,142,238	16,074,322
Total	21,449,744	29,565,619	51,015,363	39,141,670

Expense analysis

With regard to the expense analysis, please note the following (in Euros):

	Year ended December 31,
Expense analysis	2017	2016
Total operating expenses	68,517,379	55,646,403
employee related expenses	24,145,011	17,704,040
intercompany expenses	30,081,715	27,848,986
other operating expenses	14,290,653	10,093,377
Total non-operating expense	7,252,828	2,157,946
Total exceptional expenses	23,778	8,095
TOTAL EXPENSES	75,302,321	57,318,450

Employee related costs have increased by €6.4 million, or +36 %, compared to fiscal year 2016, which is explained by a high workforce increase (+18 %).

Intercompany expenses increased by 8 % compared to fiscal year 2016 (in conjunction with the increase of intra-group revenue by 5 %), which are as follows:

· Increase in research and development costs of 9%, primarily in China; and

· Increase in licensing costs of 28.5%, primarily related to the losses incurred by U.S. and Singapore subsidiaries.

Profit analysis

Compared income of the Company is as follows:

	Year ended December 31,
Income analysis	2017		2016
Operating income	(17,184,069	)	(16,547,343	)
Financial income	(2,803,133	)	4,058,485
Loss before income tax and non-operating expenses	(19,987,202	)	(12,488,858	)
Non-operating profit	(23,638	)	17,302
Income tax	(491,664	)	(493,994	)
Net income	(19,519,177	)	(11,977,562	)

The operating loss was slightly higher than for fiscal year 2016 (+ 4%) in parallel with a significant increase in revenue of +30 %.

This is due to the significant increase in employee related expenses and intercompany expenses.

Balance sheet analysis (in Euros)

	Year ended December 31,
	2017	2016
ASSETS
Fixed assets	51,2015,503	7,953,732
Stock	0	0
Other assets	53,805,2015	86,538,444
Prepaid expenses	1,272,023	995,165
TOTAL ASSETS	111,606,367	96,654,986
LIABILITIES
Shareholders’ equity	46,059,742	59,773,078
Other equity capital	5,674	98,890
Provisions for risks	6,239,091	2,097,771
Other liabilities	26,774,030	9,109,967
Deferred revenue and other current liabilities	32,527,831	25,575,278
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY	111,606,367	96,654,986

Investments for the fiscal year 2017 amounted to €9,707,415 broken down as follows:

· Leaseholds improvements: fittings out in Suresnes and Nantes offices for an amount of €530,534;

· Capital leases: office equipment, computers, and furniture for an amount of €1,465,453;

· Capital investment: investments in the share capital of Restlet SAS for €7,658,188.12; and

· Various deposits and guarantees: increase of the security deposit paid in connection with the lease agreement for the Suresnes office premises by €34,078 which now amounts to €138,064 and new deposit paid in execution of the lease agreement related to the Nantes office premises for €37,221,25.

The adjustment in the fiscal year 2016 provision for retirement benefits is €130,362 and has been recorded as a provision for risks and operating expenses.

The decrease in “Other Assets” is related to the decrease in available cash from the Company’s acquisition of Restlet SAS, and the decrease in “Other receivables”, given the 30% decrease in intra-group current accounts.

Main risks and uncertainties

Our business is subject to risks and uncertainties, related to:

· Our future financial performance, including our revenue, cost of revenue, gross profit or gross margin, operating expenses, ability to generate positive cash flow and ability to achieve and maintain profitability;

· the sufficiency of our cash and cash equivalents to meet our liquidity needs;

· our ability to increase the number of subscription customers;

· our ability to renew and extend existing customer deployments;

· our ability to optimize the pricing for our subscription offerings;

· the growth in the usage of the Talend Data Fabric framework;

· our ability to innovate and develop the various open source projects that will enhance the capabilities of Talend Open Studio;

· our ability to provide superior subscription offerings and professional services;

· our ability to successfully introduce new product offerings;

· our ability to successfully expand in our existing markets and into new domestic and international markets;

· our ability to effectively manage our growth and future expenses;

· our ability to maintain, protect and enhance our intellectual property;

· general economic conditions that may adversely affect either our customers’ ability or willingness to purchase new or additional subscriptions, delay a prospective customer’s purchasing decision, reduce the value of new subscriptions or affect customer retention;

GROUP MANAGEMENT REPORT

TO THE JUNE 26, 2018 ANNUAL SHAREHOLDERS MEETING

FOR THE YEAR ENDED ON DECEMBER 31, 2017

Ladies and Gentlemen,

We hereby present to you the management report on the activities of the Talend S.A. and its consolidated subsidiaries (the “Group”) during the financial year beginning on January 1, 2017 and ended on December 31, 2017.

The statutory auditors’ report, this management report and the consolidated financial statements have been made available to you at the registered office, in accordance with legal and regulatory requirements.

The accounts presented to you have been prepared in compliance with the provisions of the IFRS rules as adopted by the European Union and presented in US Dollars, which is the currency used by the Group for its management and internal communication.

a. Situation and activity of the Group during the past financial year

Activity

Total consolidated revenue, $148.6 million, increased by $42.6 million, or 40%, in the year ended December 31, 2017 compared to the year ended December 31, 2016. Growth in total revenue was attributable to increased demand for our products from both new and existing customers. The growth in total revenue was attributable primarily to the sale of subscriptions and to a lesser extent the growth of professional services revenue.

Subscription revenue increased $37.3 million, or 42%, for the year ended December 31, 2017 compared to the year ended December 31, 2016. The increase in subscription revenue was primarily attributable to strong demand for Talend Integration Cloud and Talend Big Data Integration, which combined grew by 100% in the year ended December 31, 2017 compared to the prior period. The increase in revenue was further driven by strong demand from North America where we have invested in greater sales capacity and Asia Pacific where we continued to scale out this expanding territory. Professional services revenue grew by $5.3 million, or 31%, for the year ended December 31, 2017 compared to the year ended December 31, 2016. The increase in professional services revenue was mainly due to increased demand from North American customers.

Since 2014, the Group’s sales strategy has focused on an annualized value of customer contracts, rather than on a multiannual total value of contracts, resulting in a lower annual average price. This goes hand in hand

with the desire to value the relationship with the customer and ensure a long-term value scheme, both for the customer and for the Company, as the increase in revenue shows.

Share Capital

Pursuant to the various capital transactions that occurred during the year, the share capital amounted to €2,355,181.36 as of December 31, 2017 and was divided into 29,439,767 ordinary shares with a par value of €0.08 each, fully subscribed.

b. Fiscal Year Results

The details of the consolidated financial statements and the comparative tables included in this report should facilitate your information by comparing them.

Below is a review of the main items reported into the Company’s consolidated balance sheets and financial statements.

We have experienced rapid growth and increased demand for our products over the last few years. Our employee headcount and number of customers have increased significantly, and we expect to continue to grow our headcount significantly over the next year.

Our employee base has grown from 679 employees as of December 31, 2016 to 886 employees as of December 31, 2017.

Pursuant to an exercise of registration rights by certain selling shareholders, the Company completed a secondary offering on the U.S. market of the Nasdaq Global Market on March 21, 2017 in which selling shareholders offered ordinary shares on the market in the form of “American Depositary Shares”, or ADSs. During the transaction, selling shareholders sold 3.1 million ADSs, each representing one of the Company’s ordinary shares, including 467,362 additional ADSs pursuant to an option granted to the underwriters at an offering price of $28.77 per share. We received no proceeds from this offering.

Pursuant to an exercise of registration rights by certain selling shareholders, the Company completed a secondary offering on the U.S. market of the Nasdaq Global Market on November 20, 2017 in which selling shareholders offered ordinary shares on the market in the form of ADSs. During the transaction, selling shareholders sold 2.8 million ADSs, each representing one of the Company’s ordinary shares, at an offering price of $42.69 per share. We received no proceeds from this offering.

As part of its periodic reporting obligations related to its status as a public company, and in accordance with the provisions of the Securities Exchange Act of 1934, the Company is required to file with the Securities and Exchange Commission in the United States an annual report related to consolidated financial statements for the year ended, in the form of a document entitled Form 20-F. The figures presented in this report are those included in Form 20-F, which was filed on March 5, 2018.

Consolidated statements of operations analysis

In thousands ($)

Year Ended December 31	2017		2016

Total revenue	148,595		105,984
Total cost of revenue	34,159		25,568
Gross profit	114,436		80,416

Total operating expenses	143,173		106,408
Loss from operations	(28,737	)	(25,992	)
Net profit	(2,147	)	1,812
Loss before income tax expense	(30,884	)	(24,180	)
Income tax (expense) benefit	(324	)	(63	)
Net loss for the year	(31,208	)	(24,243	)

Foreign currency translation adjustment	(879	)	(463	)
Total comprehensive loss for the year	(32,087	)	(24,706	)

Revenue breaks down as follows:

The following table sets forth the Group’s total revenue by region for the periods indicated. The revenues by geographic region were determined based on the country where the sale took place.

	Year Ended December 31
	2017		2016
Americas	$	70,671	$	47,188
EMEA	71,015		55,422
Asia Pacific	6,909		3,374
	$	148,595	$	105,984

Revenues from our country of domicile, France, totaled approximately $20.1 million and $31.0 million for the years ended December 31, 2016 and 2017, respectively.

Total cost of revenue increased $8.6 million, or 34%, in the year ended December 31, 2017 compared to the year ended December 31, 2016. The increase in total cost of revenue was primarily driven by an increase in the cost of subscription revenue of $4.1 million, or 33%, in the year ended December 31, 2017 compared to the prior period. We increased our headcount during the period to meet the higher demand for support from our customers, resulting in increased compensation expense for employees and contractors of $3.0 million. Between December 31, 2016 and December 31, 2017, the support team headcount increased by 34% to 95 employees.

The increase in the cost of subscription revenue was also driven by an increase in third-party licensing fees and hosting costs for our Talend Integration Cloud for a total of $0.6 million.

Cost of professional services revenue increased $4.5 million, or 34%, as we increased our team size and the use of contractors to support the professional services demand, particularly in North America. Between December 31, 2016 and December 31, 2017, the professional services team headcount increased by 35% to 85 employees.

Sales and marketing expenses increased $19.3 million, or 29%, in the year ended December 31, 2017 compared to the year ended December 31, 2016. The increase was primarily due to $13.0 million increase in employee compensation related to increased headcount. Between December 31, 2016 and December 31, 2017, our sales and marketing headcount increased by 33% to 365 employees. In addition, to support our continued growth, spending on marketing programs increased by $3.0 million in the year ended December 31, 2017 compared to the year ended December 31, 2016. Sales and marketing expense was also driven by an increase of $1.3 million in travel and entertainment costs.

Research and development expenses increased $7.6 million, or 39%, in the year ended December 31, 2017 compared to the year ended December 31, 2016. The increase was primarily due to a $6.5 million increase in employee compensation expenses, related to increased headcount. Between December 31, 2016 and December 31, 2017, our research and development headcount increased by 27% to 238 employees including 16 new employees from our acquisition of Restlet SAS.

Balance sheet analysis

In thousands ($)

	Assets			Liabilities
Year ended December 31:	2017	2016		2017		2016
Non-current assets	20,334	9,053	shareholders’ equity	(1,110	)	18,025

Current assets excluding cash	65,440	44,575	Borrowings	1,195		149

Cash and cash equivalents	87,024	91,023	Provisions	1,932		1,312

			Deferred revenue	140,219		103,895

			Other liabilities	30,562		21,270

Total Assets	172,798	144,651	Total liabilities	172,798		144,651

c. Group’s liabilities in light of business volume and complexity

The financial liabilities amount to $31.757 million compared with $21.419 million for the previous financial year, and is broken down as follows:

	One year or less		One to five years		Total
	(in thousands)
As of December 31, 2017
Trade and other payables	$	30,562	$	—	$	30,562
Borrowings	1,188		7		1,195
	$	31,750	$	7	$	31,757

	One year or less		One to five years		Total
	(in thousands)
As of December 31, 2016
Trade and other payables	$	21,270	$	—	$	21,270
Borrowings	143		6		149
	$	21,412	$	6	$	24,419

The principal balances of outstanding borrowings under lines of credit with banks and financial institutions were as follows (in thousands):

	As of December 31
	2016		2017
BPI France	143		1,056
Other	6		139
Total	$	149	$	1,195

Current borrowings	$	143	$	1,188
Non-current borrowings	$	6	$	7

BPI France provides advances for research and development projects which are reimbursable should the project be successful. One successful project has been funded, Project Diamond, for a total of $0.9 million (paid in 2010 for $0.4 million and in 2013 for $0.5 million). We paid this advance quarterly from December 2013 to September 2017. As of December 31, 2017, the balance on this advance was fully repaid.

As part of our acquisition of Restlet SAS, we assumed debt totaling $1.2 million related to advances for research and development projects from BPI France to Restlet SAS.

d. Progress made, difficulties suffered

Total revenue increased $42.6 million, or 40%, in the year ended December 31, 2017 compared to the year ended December 31, 2016. Growth in total revenue was attributable to increased demand for our products from both new and existing customers. The growth in total revenue was attributable primarily to the sale of subscriptions and to a lesser extent the growth of professional services revenue.

This growth continues to mark the steady trend of recent years and is in line with the business strategy to focus on shorter subscription periods in order to maximize revenue.

e. Description of main risks and uncertainties

Based on the consolidated financial statements, the Group recorded a net loss of US $31.2 million for the year ended December 31, 2017, adjusted by non-cash charges of $10.1 million and a $18.6 million favorable

impact from changes in working capital. In addition, the Group generated cash up to $2.3 million for its operating activities.

The net decrease in our working capital was primarily the result of $29.1 million increase in deferred revenue as a result of increased sales of subscriptions, a $7.2 million increase in trade and other payables mainly due to increased trade accruals and accruals for paid time off and commissions and bonuses during the year. In addition to the net increase in our operating liabilities, there was a $18.3 million increase in trade and other receivables in the year ended December 31, 2017 due to increased sales of our product offerings.

In accordance with IAS 1 rule “Presentation of Financial Statements”, an entity shall prepare its financial statements on a going concern basis unless management intends to liquidate the entity, cease operations or if there is no other realistic alternative.

The Board of Directors of the Company has assessed the Group’s ability to continue its activities over the next twelve months. The Board of Directors has examined the cash flow projections and considers that the cash position as at 31 December 2017 and the existing financing arrangements will be sufficient to meet future requirements for the next twelve months at least.

After reviewing the foregoing, the Board of Directors of the Company has concluded that there are no material uncertainties relating to events or circumstances that could affect the Group’s ability to continuity of operations.

Our business is subject to numerous risks and uncertainties related to:

· the sufficiency of our cash and cash equivalents to meet our liquidity needs;

· our ability to increase the number of subscription customers, particularly large enterprise customers;

Proposed Resolution

Description of the Proposed
Resolution

Explanation

The Board of Directors recommends the approval of the renewal of the current statutory auditors’ mandates since their terms expire as of the date of this upcoming annual shareholders’ meeting.

Since KPMG AUDIT IS and VACHON & ASSOCIES are corporate entities, the Company no longer needs to appoint deputy auditors. Therefore, the shareholders are not requested to renew the mandates of KPMG AUDIT ID and MBV & ASSOCIES which also are expiring as from the date of this shareholders’ meeting.

Ratification of the provisional appointment of Ms. Nora Denzel as Director.

The Company is seeking shareholder ratification of the appointment of Ms. Denzel as a director, to serve until the end of the ordinary annual general meeting at which the financial statements for the fiscal year ended December 31, 2018 are approved.

The Board of Directors recommends the ratification of Ms. Denzel’s appointment as a director of the Company because of her operational expertise, knowledge, and experience in the technology industry.

Ms. Denzel was appointed as a director of the Company in July 2017. The Board of Directors determined that Ms. Denzel is independent under the applicable rules and regulations of the SEC and the listing requirements and rules of NASDAQ.

For more information on the Board of Directors’ determination of Ms. Denzel’s independence, please refer to the section titled “Director Independence” below.