Valneva Announces Launch of Proposed Global Offering, Start of the Roadshow and Nasdaq Listing - Seite 2

The ADSs and/or ordinary shares will be issued through a capital increase without shareholders’ preferential subscription rights and for the benefit of a specified category of persons within the meaning of Article L.225-138 of the French Commercial Code (Code de commerce) and pursuant to the 6th resolution of the Company's extraordinary general meeting held on December 22, 2020. Under the authority granted by the shareholders in the 6th resolution, the ordinary shares and ADSs may only be purchased initially by (i) natural persons and legal entities, including companies, trusts or investment funds, organized under French or foreign law, that routinely invest in the pharmaceutical, biotechnological or medical technology sector; (ii) companies, institutions or entities of any type, French or foreign, that do a significant part of their business in the pharmaceutical, cosmetic, chemical or medical devices and/or technologies or research in these sectors; and/or (iii) French or foreign investment services companies, or any foreign establishment with an equivalent status, that could guarantee to carry out an issue to be placed with the persons described in (i) and/or (ii) above, in this context, to subscribe for securities that are issued. In order to purchase ordinary shares and/or ADSs in the Global Offering, potential investors will be required to execute and provide to the Underwriters an investor letter representing that they satisfy the foregoing investor criteria.

The European Private Placement will be open only to qualified investors as such term is defined in article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017.

The closings of the U.S. offering and the European private placement will occur simultaneously, will be conditioned on each other and are expected to occur on the third trading day after the final pricing and allocation of the Global Offering. The underwriting agreement to be entered into among the Company and the Underwriters will not constitute a performance guarantee (garantie de bonne fin) within the meaning of the Article L225-145 of the French Commercial Code.

The Company expects to use the net proceeds from the Global Offering, together with its existing cash and cash equivalents, as follows (assuming an exchange rate of €1.00 = $1.2088, the exchange rate on April 27, 2021, as reported by the European Central Bank):

• Approximately $100 million to fund further development of its Lyme VLA15 vaccine candidate through completion of Phase 2 clinical trials;
• Approximately $120 million to fund further development of its chikungunya VLA1553 vaccine candidate through BLA approval;
• Approximately $80 million to fund further development of its COVID-19 VLA2001 vaccine candidate through conditional licensure; and
• The remainder, if any, for working capital and general corporate purposes.

A registration statement on Form F-1 relating to the securities referred to herein has been filed with the SEC but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective.