EX-4.13



 Exhibit 4.13 

2016 FREE SHARE PLAN 

REGULATION 2016 







 TABLE OF CONTENTS 

 

							
	 1.
	 	 Definitions
	  	 	3	 
	 2.
	 	 Shares Covered by Regulation 2016
	  			
	 3.
	 	 Administration of Regulation 2016
	  	 	5	 
	 4.
	 	 Limitations
	  	 	5	 
	 5.
	 	 Term of Regulation 2016
	  	 	6	 
	 6.
	 	 Free Share Award
	  	 	6	 
	 7.
	 	 Criteria and Conditions of Award
	  	 	6	 
	 8.
	 	 Calendar for the Free Share Award
	  	 	7	 
	 9.
	 	 Adjustments
	  	 	9	 
	 10.
	 	 Intervening Transactions
	  	 	10	 
	 11.
	 	 Amendment of Regulation 2016 – Management
	  	 	10	 
	 12.
	 	 Tax and Social Security Rules
	  	 	10	 
	 13.
	 	 Specific Restrictions and Information
	  	 	11	 
	 14.
	 	 Responsibility of the Company
	  	 	11	 
	 15.
	 	 Applicable Law, Jurisdiction
	  	 	11	 


  
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 2016 FREE SHARE PLAN 

REGULATION 2016 
 Based on the
authorization granted by the combined general meeting on September 21, 2015 the Board of Directors of DBV Technologies (the “Company”) decided, at its meeting on April 6, 2016, in accordance with Articles L.225-197-1 to
L.225-197-5 of the Commercial Code, to adopt a regulation (“Regulation 2016”) for the purpose of awarding free shares in the Company to Eligible Persons (as defined below), which bylaw will govern the awarding of free shares, and
the terms and conditions of which are set out below. 
  

	1.	DEFINITIONS  

  

	(a)	“Share” means a share of the Company; 

  

	(b)	“Free Share Allocation” means the free share allocation on the terms and conditions set out in Regulation 2016; 

  

	(c)	“Shareholders’ Authorization” means the authorization to allocate shares free of charge granted to the Board of Directors by the shareholders of the Company at the extraordinary combined general
meeting on September 21, 2015; 


  
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	(d)	“Beneficiary” means an Eligible Person to whom at least one Share has been allocated free of charge in accordance with Regulation 2016; 


 

	(e)	“Change of Control” means the completion of any transaction that has the effect of bringing about a change in the Control of the Company. The term “Control” has the meaning given to it
in Article L.233-3 of the Commercial Code; 

  

	(f)	“Award Date” means the date on which the Board of Directors grants the Free Share Allocation and constitutes the date on which the Acquisition Period commences; 


 

	(g)	“Eligible Person” means an officer (President, director general, or deputy director general of the Company) or employee of the Company or an Affiliated Company who meets the conditions set out in
Articles L.225-197-1 and L.225-197-2 of the Commercial Code and satisfies the conditions and criteria for the award established by the Board of Directors in its decision of April 6, 2016 and set out in Article 7 of Regulation 2016;


  

	(h)	“Manager” means the Board of Directors of the Company that administers Regulation 2016 in accordance with Article 3 of Regulation 2016; 


 

	(i)	“Disability” means a disability on the part of the Beneficiary that corresponds to classification in the second or third category provided in Article L.341-4 of the Social Security Code;


  

	(J)	“Regulation 2016” means this 2016 Free Share Plan as adopted by the Manager on April 6, 2016. 

  

	(k)	“Employee” means a natural person who is employed by the Company (or any Affiliated Company) and is subject to the power of control and direction of the employer entity in the performance and conduct of
the work to be carried out; 

  

	(l)	“Company” means DBV Technologies, a limited company incorporated under French law; 

  

	(m)	“Affiliated Company” means a company that meets the criteria set out in Article L.225-197-2 of the Commercial Code: 


 

	 	•	 	companies of which at least ten percent (10%) of the capital or voting rights are held, directly or indirectly, by the Company; 


 

	 	•	 	companies that hold, directly or indirectly, at least ten percent (10%) of the capital or voting rights of the Company; and 

  

	 	•	 	companies of which at least fifty percent (50%) of the capital or voting rights are held, directly or indirectly, by a company that itself holds, directly or indirectly, at least fifty percent (50%) of the
capital or voting rights of the Company. 


  
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	2.	SHARES COVERED BY REGULATION 2016  

 According with the Shareholders’ Authorization, the
board of directors decided to allocate 271,750 Free Shares during the April 6, 2016 meeting to the beneficiaries listed in the minutes of the meeting. The number of Free Shares allocated by the Company, taking into account all of the previous Free
Shares Plans, remains below 10% of the share capital. 
  

	3.	ADMINISTRATION OF REGULATION 2016  

  

	 	(a)	Administration 

 Regulation 2016 will be administered by the Manager. 

 

	 	(b)	Powers of the Manager 

 Within the limits of the Commercial Code, the Shareholders’ Authorization
and Regulation 2016, the Manager will have discretion to: 
  

	 	i.	determine the Eligible Persons to whom Shares will be allocated free of charge and decide the number of bonus Shares to be awarded to each of them; 


 

	 	ii.	determine the terms and conditions of any Free Share Allocation; 

  

	 	iii.	analyze and interpret the terms of Regulation 2016; 

  

	 	iv.	decide to change or cancel any rule in Regulation 2016, within the limits prescribed by law; 

  

	 	v.	make any necessary or advisable decision in the course of executing Regulation 2016. 

  

	 	(c)	Effects of Decisions of the Manager 

 The decisions and interpretations of the Manager are final and
binding on all Beneficiaries. 
  

	4.	LIMITATIONS  

  

	(a)	The Shares allocated free of charge are governed by Articles L.225-197-1 to L.225-197-5 of the Commercial Code. They do not in any way constitute a component of the contract of employment or office or compensation of
the Beneficiary. 

 Neither Regulation 2016 nor any Share allocated free of charge confers a right on the Beneficiary to
remain in employment in the Company or an Affiliated Company, or in office in the Company. Moreover, they do not in any event limit the right that the Beneficiary, the Company, or an Affiliated Company, as the case may be, may have to terminate such
employment or office in any circumstance, with or without cause. 
  

	(b)	In accordance with Article L.225-197-1 of the Commercial Code, no Share may be allocated free of charge to an Eligible Person who, at the time of allocation the Share, directly holds more than 10% of the capital of the
Company, or for whom the effect of the award would be to increase his/her participation to more than 10% of the capital of the Company. 


  
 5 









	5.	TERM OF REGULATION 2016  

 Relying on the authorization and powers granted to it by the General
Shareholders’ Meeting on September 21, 2015, the Board of Directors, in its decision dated April 6, 2016, decided to adopt Regulation 2016, which came into effect on April 6, 2016. Unless it is cancelled early in accordance with the provisions
of Article 11, Regulation 2016 will remain in effect until the expiration of the Retention Period for the last Share allocated free of charge. 
  

	6.	FREE SHARE AWARD  

  

	 	(a)	Decision to award 

 The Manager decided during the Board of Directors meeting dated on April 6, 2016, to
allocate 271,750 Shares free of charge to the new DBV Technologies S.A.’s employees according a fixed ratio.
  

	 	(b)	Award of Shares and Acceptance by Beneficiaries 

 Each Eligible Person will be informed of the Free Share
Allocation by a notification letter setting out, in particular, (i) the number of Shares allocated free of charge to him/her, (ii) the term of the Acquisition Period, (iii) the term of the Retention Period, (iv) the conditions
and criteria to be met in order for the award to become definitive at the end of the Acquisition Period, and (v) any obligation imposed on him/her. A copy of Regulation 2016 will be attached to the notification letter. A sample notification
letter is set out in an Appendix to Regulation 2016. 
 The notification letter will be sent to the Beneficiary by registered mail with acknowledgement of
receipt or delivered by hand to the Beneficiary by the Manager or by any duly authorized person, and the Beneficiary will acknowledge receipt. 
 In the
event that the Beneficiary would like to take up the Free Share Allocation, he/she must make his/her acceptance known to the Company by sending the second copy of the notification of the Free Share Allocation to the Company, addressed to the
Manager, by registered mail with acknowledgement of receipt or by hand, signed by him/her under the notation “Good for acceptance,” within thirty (30) days of receipt of the notification of the Free Share Allocation. 

Otherwise, the Free Share Allocation will be null and void. 

Acceptance of Regulation 2016 by a Beneficiary constitutes acceptance of all of its terms. 

 

	7.	CRITERIA AND CONDITIONS OF AWARD  

 The Share award presumes that each Beneficiary meets the
following conditions and criteria, which were decided by the Board of Directors in its decision dated April 6, 2016, and which have been brought to the attention of the Beneficiaries by individual letter: 

 

	 	•	 	the Beneficiary must continue to be an Eligible Person throughout the entire Acquisition Period. 


  
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	 	•	 	Share awards will be definitive only on the condition that the following performance criteria are met: 

  

	 	•	 	one third of the Shares allocated will not vest until the later of the following two dates: (i) the end of the two (2) year Vesting Period and (ii) at the primary efficacy endpoint of the Phase III
‘PEPITES’ trial of Viaskin Peanut; 

  

	 	•	 	one third of the Shares allocated will not vest until the later of the following two dates: (i) the end of the two (2) year Vesting Period and (ii) at the primary efficacy endpoint of the Phase II
‘MILES’ trial of Viaskin Milk; 

  

	 	•	 	one third of the Shares allocated will not vest until the later of the following two dates: (i) the end of the two (2) year Vesting Period and (ii) at the beginning of clinical testing of another product
candidate from the Viaskin platform. 

  

	8.	CALENDAR FOR THE FREE SHARE AWARD  

  

	 	(a)	Acquisition Period 

 The Free Share Allocation to Beneficiaries will become definitive only at the end of
an Acquisition Period of a minimum of two (2) years from the allocation date, or, on the terms set out in Article 7, on the condition that, throughout the entire Acquisition Period, the Beneficiary has continued to be an Eligible Person. 

In accordance with Article L.225-197-3 of the Commercial Code, the rights resulting from the Free Share Allocation may not be assigned or transferred by any
method whatsoever until the end of the Acquisition Period. However, in the event of the death of the beneficiary, his/her heirs may request that the shares be awarded within six months from the date of death. 

The definitive award is subject to an attendance requirement that is determined in accordance with the precise terms and conditions below. In order to be
Eligible, beneficiaries must therefore have a relationship with the Company or an Affiliated Company, throughout the entire Acquisition Period, by virtue of an office and/or a contract of employment. 

Accordingly, in the event of resignation, voluntary or involuntary retirement, termination of the Beneficiary’s contract of employment by mutual
agreement with the company concerned, dismissal, removal, or non-renewal of the Beneficiary’s office, during the Acquisition Period, for any cause whatsoever, the Beneficiary would, unless otherwise first decided by the Manager, lose all rights
to the Free Share Allocation and could make no claim for compensation in that regard. 
  

	 	•	 	Dismissal of the Beneficiary and/or removal and/or non-renewal of the Beneficiary’s offices during the Acquisition Period:  


 

	 	•	 	If the Beneficiary has only a contract of employment, the loss of the right to the Free Share Allocation will take place on the date of receipt (or first presentation) of the letter of notification of dismissal,
notwithstanding (i) any notice requirement, whether or not it has been given; (ii) any dispute by the beneficiary of his/her dismissal and/or the reasons for the dismissal, and (iii) any judicial decision setting aside the dismissal.



  
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	 	•	 	If the Beneficiary has only an office, the loss of the right to the Free Share Allocation will take place on the date of the meeting of the corporate body at which the removal was decided or the Beneficiary was
replaced as the office holder, if the beneficiary is a member of it, and if the Beneficiary is not a member of it, as of the date on which notice of the decision is received by the Beneficiary, notwithstanding (i) any notice requirement,
whether or not it has been given; (ii) any dispute by the beneficiary of his/her removal and/or the reasons for the removal, and (iii) any judicial decision setting aside the removal. 


 

	 	•	 	If the Beneficiary has both a contract of employment and an office and, in the event of the simultaneous or successive loss of both positions, the loss of the right to the Free Share Allocation will take place on
the date of receipt of the latter of the two notices referred to in the two preceding paragraphs. 

  

	 	•	 	Resignation during the Acquisition Period:  

 In the event of the resignation of the Beneficiary from
his/her position as an employee, if the Beneficiary is an employee only, or as an officer, if the Beneficiary is an officer only, or in the event of simultaneous or successive resignation from his/her position as an employee and as an officer, in
the event that the Beneficiary holds both positions at the same time, the loss of the right to the Free Share Allocation will take place: 
  

	 	•	 	if the Beneficiary is only an employee or an officer, on the date of receipt by the Company of the Beneficiary’s letter of resignation or on the date on which it is delivered by hand to an authorized
representative of the Company that employs him/her; and 

  

	 	•	 	if the Beneficiary holds positions as both an employee and an officer, the date of receipt by the Company of the first of the letters of resignation, or the date on which it is delivered by hand to an authorized
representative of the Company that employs him/her. 

 notwithstanding any notice requirement, whether or not it has been given. 

 

	 	•	 	Mutual agreement between the Beneficiary and the company that employs him/her during the Acquisition Period: 


In the event of termination of the contract of employment by mutual agreement between the Beneficiary and the company that employs him/her (including in the
case of contractual termination) if the Beneficiary is only an employee, or in the case of termination of the contract of employment by mutual agreement between the Beneficiary and the company that employs him/her and the simultaneous or successive
resignation or removal from his/her office, in the event that the Beneficiary holds both positions at the same time, the Beneficiary would lose his/her right to the Free Share Allocation on the first date on which the agreement terminating the
Beneficiary’s position as an employee is signed (or on which the agreement relating to the contractual termination is made), or the date of receipt of the notification of removal from office or the date of resignation from office. 

  
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	 	•	 	Retirement of the Beneficiary during the Acquisition Period;  

 In the event that the Beneficiary retires
during the Acquisition Period, the Beneficiary will lose his/her right to the Free Share Allocation on the date of retirement. 
 However, by exception to
the foregoing: 
  

	(i)	in the event of the involuntary retirement of the Beneficiary at the initiative of the company that employs him/her during the Acquisition Period, in accordance with the applicable statutory and regulatory requirements,
the Beneficiary will retain his/her right to the Free Share Allocation, on the condition that he/she adheres to the Acquisition Period; 

  

	(ii)	in the event of the death of the Beneficiary during the Acquisition Period, his/her heirs may request the Free Share Allocation within six (6) months of the death; 


 

	(iii)	in the event of disability, the Beneficiary may request that the Shares be awarded within six (6) months of the event that resulted in the disability. 


It is specified that during the Acquisition Period, the Beneficiaries are not the owners of the Shares and have no shareholder’s rights. In particular,
they do not have the right to dividends, the right to vote, or the right to the information communicated to shareholders attached to the Shares. 
  

	 	(b)	Delivery of the Shares 

 At the end of the Acquisition Period, the Company will, on the condition that
the Beneficiary has adhered to the conditions and criteria of acquisition set out in Article 7 above, transfer to the Beneficiary the number of Shares decided by the Board of Directors. 

The shares awarded will immediately be treated in the same manner as the existing shares and will carry immediate dividend rights. 

 

	 	(c)	No Share Retention Period 

 As soon as free shares vest to the beneficiaries they may be sold, subject to
the regulations governing companies whose shares are traded on a regulated market. Free shares allocated to the beneficiaries are new ordinary shares and will immediately have the same rights as existing shares. 

 

	9.	ADJUSTMENTS  

 The Manager will be the only person with authority to decide, where applicable, the
conditions on which the number of bonus Shares awarded will be adjusted in the event of transactions involving the capital of the Company in order to preserve the rights of the Beneficiaries of the said Free Share Allocations. 

  
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	10.	INTERVENING TRANSACTIONS  

  

	(a)	Take over of control 

 In the event of a takeover of control and by derogation from the provisions of
Articles 7 and 8 of this regulation, the beneficiaries will remain eligible for the allocation at the end of the vesting period, even if their employment contract and/or corporate mandate is terminated, for any reason, between the date of the
takeover and the last day of the vesting period. In this specific case, the shares will vest with no requirement to wait for the plan’s performance criteria to be met. 
  

	(b)	Exchange of Shares 

 In the event of an exchange of shares resulting from a merger or split carried out
in accordance with the regulations in force during the acquisition period, the provisions of this Article and, in particular, the above-mentioned periods, for the times remaining to run on the date of the exchange, will continue to be applicable to
the rights to the award and the shares received in exchange. 
  

	11.	AMENDMENT OF REGULATION 2016 - MANAGEMENT  

  

	 	(a)	Amendment 

 The Manager may, at any time, amend the provisions of, suspend, or terminate Regulation 2016,
on the condition that it is done in compliance with the law. 
  

	 	(b)	Consequences of Amendment or Cancellation 

 No amendment, alteration, suspension, or cancellation of
Regulation 2016 may reduce the rights of a Beneficiary without his/her agreement, unless such amendment results from a legislative or regulatory provision that has newly come into force or from any other provision that has executory effect and is
mandatory for the Company or an Affiliated Company. 
  

	 	(c)	Management 

 The management of Regulation 2016 is assigned to the Manager. However, the Manager reserves
the ability to assign the management of Regulation 2016 to any financial institution. The Manager will inform the Beneficiaries by registered letter with acknowledgement of receipt or delivery by hand specifying the name and contact information of
the financial institution chosen by the Manager to handle the management of Regulation 2016. 
  

	12.	TAX AND SOCIAL SECURITY RULES  

 The Beneficiary will bear the cost of all taxes and mandatory
deductions for which he/she is responsible under the tax regulations in force on the date on which the taxes or deductions become payable. 
 The
Beneficiary is invited to obtain advice about his/her own personal tax situation, in particular in order to be aware of the tax and social security treatment that will apply to him/her, and the Beneficiary declares that he/she is not in any way
relying on any tax or social security advice given by the Company. 

  
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	13.	SPECIFIC RESTRICTIONS AND INFORMATION  

 Any person who holds shares of a company must, in
general, abstain from transferring them, acquiring new shares, or giving advice concerning those shares if he/she is in possession of information that could have a significant influence on the market price of the company that has not been made
public. Persons who violate those rules may be subject to penal and financial sanctions. Those rules apply to Eligible Persons who receive Shares. 
 We
invite you to refer to the Code of Ethics adopted by the Company that is online on the Intranet. 
 Moreover, in accordance with Article L.225-197-1 I
of the Commercial Code, the Shares may not be assigned or transferred after the expiration of the Retention Period: 
  

	 	•	 	within ten (10) trading sessions preceding and three (3) trading sessions following the date on which the consolidated accounts or, if none, the annual accounts are made public; 


 

	 	•	 	within the time between the date on which the corporate bodies of the Company have knowledge of information that, if it were made public, could have a significant impact on the market price of the Company’s shares,
and the date ten (10) trading sessions before the date on which the information is made public. 

 A calendar of publications is
distributed annually and is accessible online on the Intranet. 
 In accordance with the provisions of Article L.621-18-2 of the Monetary and Financial
Code, the transfer of shares by an officer or any person who has, within the Company, (i) the power to make management decisions concerning the Company’s activities and strategy, and (ii) regular access to privileged information
concerning the Company directly or indirectly requires that information be provided to the Autorité des Marchés Financiers [financial markets authority], with a copy to the Company, within the time allowed by the regulations in force.

  

	15.	RESPONSIBILITY OF THE COMPANY  

 The Company and its Affiliated Companies may not, in any way, be
held liable if, for any reason whatsoever not attributable to the Company or its Affiliated Companies, a Beneficiary was not able to acquire the Shares awarded to him/her. 
  

	16.	APPLICABLE LAW, JURISDICTION  

 Regulation 2016 is governed by French law and in particular by the
provisions of Articles L.225-197-1 et seq. of the Commercial Code. 
 Any dispute relating to Regulation 2016 will be within the exclusive
jurisdiction of the court of competent jurisdiction subject to the jurisdiction of the court of appeal in the place in which the head office of the Company is located. 

The Free Share Allocation under Regulation 2016 authorizes the Society, at any time, to ask the Beneficiary to comply with any legislative and regulatory
provision governing the Shares. 
 *        *        * 

* 

  
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 APPENDIX 

SAMPLE NOTIFICATION LETTER CONCERNING DBV TECHNOLOGIES FREE SHARE ALLOCATION 

Limited company with share capital of 24,313,453 Euros 

Head office: 177/181 avenue Pierre Brossollette 92 120 Montrouge 

441 772 522 RCS Nanterre 

Montrouge, [date] 

[Name of Beneficiary] 
 Dear
Sir/Madam: 
 We are pleased to inform you that the Board of Directors of the Company has decided to allocate free shares of the Company to you in
accordance with the provisions of the regulation governing the free share plan, a copy of which is attached in an Appendix (“Regulation 2016”). 

The terms that are not defined in this letter and that are capitalized have the meaning assigned to them in Regulation 2016. 

These free Shares have been awarded under the provisions of Articles L.225-197-1 to L.225-197-5 of the Commercial Code. 

Under the decision of the Board of Directors, you were awarded
[                    ] ([                    ])
free shares of the Company, on [                    ], on the terms set out below. 








	1.	Acquisition Period and conditions 

 The definitive share award will be subject to the following
performance conditions: 
  

	 	•	 	one third of the Shares allocated will not vest until the later of the following two dates: (i) the end of the two (2) year Vesting Period and (ii) at the primary efficacy endpoint of the Phase III
‘PEPITES’ trial for Viaskin Peanut; 

  

	 	•	 	one third of the Shares allocated will not vest until the later of the following two dates: (i) the end of the two (2) year Vesting Period and (ii) at the primary efficacy endpoint of the Phase II
‘MILES’ trial of Viaskin Milk; 

  

	 	•	 	one third of the Shares allocated will not vest until the later of the following two dates: (i) the end of the two (2) year Vesting Period and (ii) at the beginning of clinical testing of another product
candidate from the Viaskin platform. 

  

	2.	Conditions and criteria of allocation 

 The Free Share Allocation assumes that during the
Acquisition Period referred to above, you will meet the following conditions and criteria: 
 You must, throughout the Acquisition Period, have a
relationship with the Company or an Affiliated Company under an office and/or a contract of employment. 
 In the event of resignation, voluntary or
involuntary retirement, termination of the contract of employment by mutual agreement, dismissal, removal, or termination of the office, during the Acquisition Period, for any reason whatsoever, you will lose all right to the Free Share Allocation
and may claim no compensation in that regard. 
 In the event of resignation, the loss of the right to the Free Share Allocation will occur on the date of
receipt by the Company or the Affiliated Company concerned of your letter of resignation or on the date of delivery by hand of the letter to an authorized representative of the company that employs you, notwithstanding any notice requirement,
whether or not it has been given. 
 In the event of dismissal or removal, the loss of the right to the Free Share Allocation will occur on the date of
receipt (or first presentation) of the letter of notification of dismissal or removal, notwithstanding (i) any notice requirement, whether or not it has been given; (ii) any dispute by you of your dismissal and/or the reasons for the
dismissal, and (iii) any judicial decision setting aside the dismissal. 
 However, by exception to the foregoing, 

 

	(i)	in the event of retirement or dismissal for economic reasons during the Acquisition Period, you will retain your right to the Free Share Allocation; 


 

	(ii)	in the event of death during the Acquisition Period, your heirs may request the Free Share Allocation within six (6) months of the date of your death. 


 

	(iii)	in the event disability during the Acquisition Period, you may request the Free Share Allocation within six (6) months of the date of your disability. 









	(iv)	In the event of a takeover of control within the meaning of Article L. 233-3 of the French Commercial Code of DBV Technologies by any person acting alone or in concert with other persons, the beneficiaries will remain
eligible for the allocation at the end of the vesting period, even if their employment contract and/or corporate mandate is terminated, for any reason, between the date of the takeover and the last day of the vesting period. In this specific case,
the shares will vest with no requirement to wait for the plan’s performance criteria to be met. 

 At the end of the Acquisition Period,
and on the condition that the criteria set out above have been met, the Company will transfer to you the [                    ]
([                    ]) Shares referred to above in a specific securities account you have mentioned. 

You should contact a Bank (including “Banque Transatlantique”) in order to open such securities account. 

Accordingly, you will become a shareholder of the Company on that date, Shares will become available and may, in particular, be freely transferred as the 2016
Free Shares Plan has no retention period. 
 Your acceptance of the Free Share Allocation on the terms set out above constitutes acceptance of the terms of
Bylaw 2016. 
 In the event that you accept the Free Share Allocation, we would appreciate it if you would sign two copies of this notification of Free
Share Allocation and keep one copy and return the other to the Company by registered letter or delivered by hand in a period of 30 days from the receipt of this letter. Otherwise, the award will be void. 

 

	
	Sincerely yours,
	
	Pierre-Henri Behnamou


  

	
	Good for acceptance
	
	[Name of Beneficiary]
	
	Encl.: Regulation 2016








 2016-2 FREE SHARE PLAN 

REGULATION 







 TABLE OF CONTENTS 

 

							
	 1.
	 	 Definitions
	  	 	3	 
	 2.
	 	 Shares Covered by Regulation 2016-2
	  	 	5	 
	 3.
	 	 Administration of Regulation 2016-2
	  	 	5	 
	 4.
	 	 Limitations
	  	 	5	 
	 5.
	 	 Term of Regulation 2016-2
	  	 	6	 
	 6.
	 	 Free Shares Award
	  	 	6	 
	 7.
	 	 Criteria and Conditions of Award
	  	 	6	 
	 8.
	 	 Calendar for the Free Share Award
	  	 	7	 
	 9.
	 	 Adjustments
	  	 	9	 
	 10.
	 	 Intervening Transactions
	  	 	10	 
	 11.
	 	 Amendment of Regulation 2016 – Management
	  	 	10	 
	 12.
	 	 Tax and Social Security Rules
	  	 	10	 
	 13.
	 	 Specific Restrictions and Information
	  	 	11	 
	 14.
	 	 Responsibility of the Company
	  	 	11	 
	 15.
	 	 Applicable Law, Jurisdiction
	  	 	11	 


  
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 2016 FREE SHARE PLAN 

REGULATION 2016 
 Based on the
authorization granted by the combined general meeting on September 21, 2015 the Board of Directors of DBV Technologies (the “Company”) decided, at its meeting on October 27, 2016, in accordance with Articles L.225-197-1 to
L.225-197-5 of the Commercial Code, to adopt a regulation (“2016-2 FREE SHARE Regulation”) for the purpose of awarding free shares in the Company to Eligible Persons (as defined below), which bylaw will govern the awarding of free
shares, and the terms and conditions of which are set out below. 
  

	1.	DEFINITIONS  

  

	(a)	“Share” means a share of the Company; 

  

	(b)	“Free Share Allocation” means the free share allocation on the terms and conditions set out in Regulation 2016-2; 

  

	(c)	“Shareholders’ Authorization” means the authorization to allocate shares free of charge granted to the Board of Directors by the shareholders of the Company at the extraordinary combined general
meeting on September 21 2015; 


  
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	(d)	“Beneficiary” means an Eligible Person to whom at least one Share has been allocated free of charge in accordance with Regulation 2016-2; 


 

	(e)	“Change of Control” means the completion of any transaction that has the effect of bringing about a change in the Control of the Company. The term “Control” has the meaning given to it
in Article L.233-3 of the Commercial Code; 

  

	(f)	“Award Date” means the date on which the Board of Directors grants the Free Share Allocation and constitutes the date on which the Acquisition Period commences; 


 

	(g)	“Eligible Person” means an officer (President, director general, or deputy director general of the Company) or employee of the Company or an Affiliated Company who meets the conditions set out in
Articles L.225-197-1 and L.225-197-2 of the Commercial Code and satisfies the conditions and criteria for the award established by the Board of Directors in its decision of October 27, 2016 and set out in Article 7 of Regulation 2016-2;


  

	(h)	“Manager” means the Board of Directors of the Company that administers Regulation 2016-2 in accordance with Article 3 of Regulation 2016-2; 


 

	(i)	“Disability” means a disability on the part of the Beneficiary that corresponds to classification in the second or third category provided in Article L.341-4 of the Social Security Code;


  

	(J)	“Regulation 2016-2” means this 2016 Free Share Plan as adopted by the Manager on October 27, 2016. 

  

	(k)	“Employee” means a natural person who is employed by the Company (or any Affiliated Company) and is subject to the power of control and direction of the employer entity in the performance and conduct of
the work to be carried out; 

  

	(l)	“Company” means DBV Technologies, a limited company incorporated under French law; 

  

	(m)	“Affiliated Company” means a company that meets the criteria set out in Article L.225-197-2 of the Commercial Code: 


 

	 	•	 	companies of which at least ten percent (10%) of the capital or voting rights are held, directly or indirectly, by the Company; 


 

	 	•	 	companies that hold, directly or indirectly, at least ten percent (10%) of the capital or voting rights of the Company; and 

  

	 	•	 	companies of which at least fifty percent (50%) of the capital or voting rights are held, directly or indirectly, by a company that itself holds, directly or indirectly, at least fifty percent (50%) of the
capital or voting rights of the Company. 


  
 4 









	2.	SHARES COVERED BY REGULATION 2016-2 

 According with the Shareholders’ Authorization, the
board of directors will decide to allocate Free Shares during its meeting to the beneficiaries listed in the minutes of the Board meeting. The number of Free Shares allocated by the Company, will consider all the previous Free Shares Plans, remains
below 10% of the share capital. 
  

	3.	ADMINISTRATION OF REGULATION 2016-2 

  

	 	(a)	Administration 

 Regulation 2016-2 will be administered by the Manager. 

 

	 	(b)	Powers of the Manager 

 Within the limits of the Commercial Code, the Shareholders’ Authorization
and Regulation 2016-2, the Manager will have discretion to: 
  

	 	i.	determine the Eligible Persons to whom Shares will be allocated free of charge and decide the number of bonus Shares to be awarded to each of them; 


 

	 	ii.	determine the terms and conditions of any Free Share Allocation; 

  

	 	iii.	analyze and interpret the terms of Regulation 2016-2; 

  

	 	iv.	decide to change or cancel any rule in Regulation 2016-2, within the limits prescribed by law; 

  

	 	v.	make any necessary or advisable decision in the course of executing Regulation 2016-2. 

  

	 	(c)	Effects of Decisions of the Manager 

 The decisions and interpretations of the Manager are final and
binding on all Beneficiaries. 
  

	4.	LIMITATIONS  

  

	(a)	The Shares allocated free of charge are governed by Articles L.225-197-1 to L.225-197-5 of the Commercial Code. They do not in any way constitute a component of the contract of employment or office or compensation of
the Beneficiary. 

 Neither Regulation 2016-2 nor any Share allocated free of charge confers a right on the Beneficiary to
remain in employment in the Company or an Affiliated Company, or in office in the Company. Moreover, they do not in any event limit the right that the Beneficiary, the Company, or an Affiliated Company, as the case may be, may have to terminate such
employment or office in any circumstance, with or without cause. 
  

	(b)	In accordance with Article L.225-197-1 of the Commercial Code, no Share may be allocated free of charge to an Eligible Person who, at the time of allocation the Share, directly holds more than 10% of the capital of the
Company, or for whom the effect of the award would be to increase his/her participation to more than 10% of the capital of the Company. 


  
 5 









	5.	TERM OF REGULATION 2016-2 

 Relying on the authorization and powers granted to it by the General
Shareholders’ Meeting on September 21, 2015, the Board of Directors, in its decision dated October 27, 2016, decided to adopt Regulation 2016-2, which came into effect on October 27, 2016. Unless it is cancelled early in accordance with the
provisions of Article 11, Regulation 2016-2 will remain in effect until the expiration of the Retention Period for the last Share allocated free of charge. 
  

	6.	FREE SHARE AWARD  

  

	 	(a)	Decision to award 

 The Manager will decide during Board of Directors meetings to allocate free shares to
the new DBV Technologies S.A.’s employees according a fixed ratio.
  

	 	(b)	Award of Shares and Acceptance by Beneficiaries 

 Each Eligible Person will be informed of the Free Share
Allocation by a notification letter setting out, in particular, (i) the number of Shares allocated free of charge to him/her, (ii) the term of the Acquisition Period, (iii) the term of the Retention Period, (iv) the conditions
and criteria to be met in order for the award to become definitive at the end of the Acquisition Period, and (v) any obligation imposed on him/her. A copy of Regulation 2016-2 will be attached to the notification letter. A sample notification
letter is set out in an Appendix to Regulation 2016-2. 
 The notification letter will be sent to the Beneficiary by registered mail with acknowledgement of
receipt or delivered by hand to the Beneficiary by the Manager or by any duly authorized person, and the Beneficiary will acknowledge receipt. 
 In the
event that the Beneficiary would like to take up the Free Share Allocation, he/she must make his/her acceptance known to the Company by sending the second copy of the notification of the Free Share Allocation to the Company, addressed to the
Manager, by registered mail with acknowledgement of receipt or by hand, signed by him/her under the notation “Good for acceptance,” within thirty (30) days of receipt of the notification of the Free Share Allocation. 

Otherwise, the Free Share Allocation will be null and void. 

Acceptance of Regulation 2016-2 by a Beneficiary constitutes acceptance of all of its terms. 

 

	7.	CRITERIA AND CONDITIONS OF AWARD  

 The Share award presumes that each Beneficiary meets the
following conditions and criteria, which were decided by the Board of Directors in its decision dated October 27, 2016, and which have been brought to the attention of the Beneficiaries by individual letter: 

 

	 	•	 	the Beneficiary must continue to be an Eligible Person throughout the entire Acquisition Period. 


  
 6 









	 	•	 	Share awards will be definitive only on the condition that the following performance criteria are met: 

  

	 	•	 	half of the Shares allocated will not vest until the later of the following two dates: (i) the end of the two (2) year Vesting Period and (ii) at the primary efficacy endpoint of the Phase III
‘PEPITES’ trial of Viaskin Peanut; 

  

	 	•	 	half of the Shares allocated will not vest until the later of the following two dates: (i) the end of the two (2) year Vesting Period and (ii) at the primary efficacy endpoint of the Phase II
‘MILES’ trial of Viaskin Milk. 

  

	8.	CALENDAR FOR THE FREE SHARE AWARD  

  

	 	(a)	Acquisition Period 

 The Free Share Allocation to Beneficiaries will become definitive only at the end of
an Acquisition Period of a minimum of two (2) years from the allocation date, or, on the terms set out in Article 7, on the condition that, throughout the entire Acquisition Period, the Beneficiary has continued to be an Eligible Person. 

In accordance with Article L.225-197-3 of the Commercial Code, the rights resulting from the Free Share Allocation may not be assigned or transferred by any
method whatsoever until the end of the Acquisition Period. However, in the event of the death of the beneficiary, his/her heirs may request that the shares be awarded within six months from the date of death. 

The definitive award is subject to an attendance requirement that is determined in accordance with the precise terms and conditions below. In order to be
Eligible, beneficiaries must therefore have a relationship with the Company or an Affiliated Company, throughout the entire Acquisition Period, by virtue of an office and/or a contract of employment. 

Accordingly, in the event of resignation, voluntary or involuntary retirement, termination of the Beneficiary’s contract of employment by mutual
agreement with the company concerned, dismissal, removal, or non-renewal of the Beneficiary’s office, during the Acquisition Period, for any cause whatsoever, the Beneficiary would, unless otherwise first decided by the Manager, lose all rights
to the Free Share Allocation and could make no claim for compensation in that regard. 
  

	 	•	 	Dismissal of the Beneficiary and/or removal and/or non-renewal of the Beneficiary’s offices during the Acquisition Period:  


 

	 	•	 	If the Beneficiary has only a contract of employment, the loss of the right to the Free Share Allocation will take place on the date of receipt (or first presentation) of the letter of notification of dismissal,
notwithstanding (i) any notice requirement, whether or not it has been given; (ii) any dispute by the beneficiary of his/her dismissal and/or the reasons for the dismissal, and (iii) any judicial decision setting aside the dismissal.



  
 7 









	 	•	 	If the Beneficiary has only an office, the loss of the right to the Free Share Allocation will take place on the date of the meeting of the corporate body at which the removal was decided or the Beneficiary was
replaced as the office holder, if the beneficiary is a member of it, and if the Beneficiary is not a member of it, as of the date on which notice of the decision is received by the Beneficiary, notwithstanding (i) any notice requirement,
whether or not it has been given; (ii) any dispute by the beneficiary of his/her removal and/or the reasons for the removal, and (iii) any judicial decision setting aside the removal. 


 

	 	•	 	If the Beneficiary has both a contract of employment and an office and, in the event of the simultaneous or successive loss of both positions, the loss of the right to the Free Share Allocation will take place on
the date of receipt of the latter of the two notices referred to in the two preceding paragraphs. 

  

	 	•	 	Resignation during the Acquisition Period:  

 In the event of the resignation of the Beneficiary from
his/her position as an employee, if the Beneficiary is an employee only, or as an officer, if the Beneficiary is an officer only, or in the event of simultaneous or successive resignation from his/her position as an employee and as an officer, in
the event that the Beneficiary holds both positions at the same time, the loss of the right to the Free Share Allocation will take place: 
  

	 	•	 	if the Beneficiary is only an employee or an officer, on the date of receipt by the Company of the Beneficiary’s letter of resignation or on the date on which it is delivered by hand to an authorized
representative of the Company that employs him/her; and 

  

	 	•	 	if the Beneficiary holds positions as both an employee and an officer, the date of receipt by the Company of the first of the letters of resignation, or the date on which it is delivered by hand to an authorized
representative of the Company that employs him/her. 

 notwithstanding any notice requirement, whether or not it has been given. 

 

	 	•	 	Mutual agreement between the Beneficiary and the company that employs him/her during the Acquisition Period: 


In the event of termination of the contract of employment by mutual agreement between the Beneficiary and the company that employs him/her (including in the
case of contractual termination) if the Beneficiary is only an employee, or in the case of termination of the contract of employment by mutual agreement between the Beneficiary and the company that employs him/her and the simultaneous or successive
resignation or removal from his/her office, in the event that the Beneficiary holds both positions at the same time, the Beneficiary would lose his/her right to the Free Share Allocation on the first date on which the agreement terminating the
Beneficiary’s position as an employee is signed (or on which the agreement relating to the contractual termination is made), or the date of receipt of the notification of removal from office or the date of resignation from office. 

  
 8 









	 	•	 	Retirement of the Beneficiary during the Acquisition Period;  

 In the event that the Beneficiary retires
during the Acquisition Period, the Beneficiary will lose his/her right to the Free Share Allocation on the date of retirement. 
 However, by exception to
the foregoing: 
  

	(i)	in the event of the involuntary retirement of the Beneficiary at the initiative of the company that employs him/her during the Acquisition Period, in accordance with the applicable statutory and regulatory requirements,
the Beneficiary will retain his/her right to the Free Share Allocation, on the condition that he/she adheres to the Acquisition Period; 

  

	(ii)	in the event of the death of the Beneficiary during the Acquisition Period, his/her heirs may request the Free Share Allocation within six (6) months of the death; 


 

	(iii)	in the event of disability, the Beneficiary may request that the Shares be awarded within six (6) months of the event that resulted in the disability. 


It is specified that during the Acquisition Period, the Beneficiaries are not the owners of the Shares and have no shareholder’s rights. In particular,
they do not have the right to dividends, the right to vote, or the right to the information communicated to shareholders attached to the Shares. 
  

	 	(b)	Delivery of the Shares 

 At the end of the Acquisition Period, the Company will, on the condition that
the Beneficiary has adhered to the conditions and criteria of acquisition set out in Article 7 above, transfer to the Beneficiary the number of Shares decided by the Board of Directors. 

The shares awarded will immediately be treated in the same manner as the existing shares and will carry immediate dividend rights. 

 

	 	(c)	No Share Retention Period 

 As soon as free shares vest to the beneficiaries they may be sold, subject to
the regulations governing companies whose shares are traded on a regulated market. Free shares allocated to the beneficiaries are new ordinary shares and will immediately have the same rights as existing shares. 

 

	9.	ADJUSTMENTS  

 The Manager will be the only person with authority to decide, where applicable, the
conditions on which the number of bonus Shares awarded will be adjusted in the event of transactions involving the capital of the Company in order to preserve the rights of the Beneficiaries of the said Free Share Allocations. 

  
 9 









	10.	INTERVENING TRANSACTIONS  

  

	(a)	Take over of control 

 In the event of a takeover of control and by derogation from the provisions of
Articles 7 and 8 of this regulation, the beneficiaries will remain eligible for the allocation at the end of the vesting period, even if their employment contract and/or corporate mandate is terminated, for any reason, between the date of the
takeover and the last day of the vesting period. In this specific case, the shares will vest with no requirement to wait for the plan’s performance criteria to be met. 
  

	(b)	Exchange of Shares 

 In the event of an exchange of shares resulting from a merger or split carried out
in accordance with the regulations in force during the acquisition period, the provisions of this Article and, in particular, the above-mentioned periods, for the times remaining to run on the date of the exchange, will continue to be applicable to
the rights to the award and the shares received in exchange. 
  

	11.	AMENDMENT OF REGULATION 2016-2 - MANAGEMENT  

  

	 	(a)	Amendment 

 The Manager may, at any time, amend the provisions of, suspend, or terminate Regulation
2016-2, on the condition that it is done in compliance with the law. 
  

	 	(b)	Consequences of Amendment or Cancellation 

 No amendment, alteration, suspension, or cancellation of
Regulation 2016-2 may reduce the rights of a Beneficiary without his/her agreement, unless such amendment results from a legislative or regulatory provision that has newly come into force or from any other provision that has executory effect and is
mandatory for the Company or an Affiliated Company. 
  

	 	(c)	Management 

 The management of Regulation 2016-2 is assigned to the Manager. However, the Manager
reserves the ability to assign the management of Regulation 2016-2 to any financial institution. The Manager will inform the Beneficiaries by registered letter with acknowledgement of receipt or delivery by hand specifying the name and contact
information of the financial institution chosen by the Manager to handle the management of Regulation 2016-2. 
  

	12.	TAX AND SOCIAL SECURITY RULES  

 The Beneficiary will bear the cost of all taxes and mandatory
deductions for which he/she is responsible under the tax regulations in force on the date on which the taxes or deductions become payable. 
 The
Beneficiary is invited to obtain advice about his/her own personal tax situation, in particular in order to be aware of the tax and social security treatment that will apply to him/her, and the Beneficiary declares that he/she is not in any way
relying on any tax or social security advice given by the Company. 

  
 10 









	13.	SPECIFIC RESTRICTIONS AND INFORMATION  

 Any person who holds shares of a company must, in
general, abstain from transferring them, acquiring new shares, or giving advice concerning those shares if he/she is in possession of information that could have a significant influence on the market price of the company that has not been made
public. Persons who violate those rules may be subject to penal and financial sanctions. Those rules apply to Eligible Persons who receive Shares. 
 We
invite you to refer to the Code of Ethics adopted by the Company that is online on the Intranet. 
 Moreover, in accordance with Article L.225-197-1 I
of the Commercial Code, the Shares may not be assigned or transferred after the expiration of the Retention Period: 
  

	 	•	 	within ten (10) trading sessions preceding and three (3) trading sessions following the date on which the consolidated accounts or, if none, the annual accounts are made public; 


 

	 	•	 	within the time between the date on which the corporate bodies of the Company have knowledge of information that, if it were made public, could have a significant impact on the market price of the Company’s shares,
and the date ten (10) trading sessions before the date on which the information is made public. 

 A calendar of publications is
distributed annually and is accessible online on the Intranet. 
 In accordance with the provisions of Article L.621-18-2 of the Monetary and Financial
Code, the transfer of shares by an officer or any person who has, within the Company, (i) the power to make management decisions concerning the Company’s activities and strategy, and (ii) regular access to privileged information
concerning the Company directly or indirectly requires that information be provided to the Autorité des Marchés Financiers [financial markets authority], with a copy to the Company, within the time allowed by the regulations in force.

  

	14.	RESPONSIBILITY OF THE COMPANY  

 The Company and its Affiliated Companies may not, in any way, be
held liable if, for any reason whatsoever not attributable to the Company or its Affiliated Companies, a Beneficiary was not able to acquire the Shares awarded to him/her. 
  

	15.	APPLICABLE LAW, JURISDICTION  

 Regulation 2016-2 is governed by French law and in particular by
the provisions of Articles L.225-197-1 et seq. of the Commercial Code. 
 Any dispute relating to Regulation 2016-2 will be within the exclusive
jurisdiction of the court of competent jurisdiction subject to the jurisdiction of the court of appeal in the place in which the head office of the Company is located. 

The Free Share Allocation under Regulation 2016-2 authorizes the Society, at any time, to ask the Beneficiary to comply with any legislative and regulatory
provision governing the Shares. 
 *        *        * 

* 

  
 11 








 APPENDIX 

SAMPLE NOTIFICATION LETTER CONCERNING DBV TECHNOLOGIES FREE SHARE ALLOCATION 

Limited company with share capital of 2,464,882.80 Euros 

Head office: 177/181 avenue Pierre Brossolette 92 120 Montrouge 

441 772 522 RCS Nanterre 

Montrouge, [date] 

[Name of Beneficiary] 
 Dear
Sir/Madam: 
 We are pleased to inform you that the Board of Directors of the Company has decided to allocate free shares of the Company to you in
accordance with the provisions of the regulation governing the free share plan, a copy of which is attached in an Appendix (“Regulation 2016-2”). 

The terms that are not defined in this letter and that are capitalized have the meaning assigned to them in Regulation 2016-2. 

These free Shares have been awarded under the provisions of Articles L.225-197-1 to L.225-197-5 of the Commercial Code. 

Under the decision of the Board of Directors, you were awarded
[                    ] ([                    ])
free shares of the Company, on [                    ], on the terms set out below. 








	1.	Acquisition Period and conditions 

 The definitive share award will be subject to the following
performance conditions: 
  

	 	•	 	half of the Shares allocated will not vest until the later of the following two dates: (i) the end of the two (2) year Vesting Period and (ii) at the primary efficacy endpoint of the Phase III
‘PEPITES’ trial for Viaskin Peanut; 

  

	 	•	 	half of the Shares allocated will not vest until the later of the following two dates: (i) the end of the two (2) year Vesting Period and (ii) at the primary efficacy endpoint of the Phase II
‘MILES’ trial of Viaskin Milk. 

  

	2.	Conditions and criteria of allocation 

 The Free Share Allocation assumes that during the
Acquisition Period referred to above, you will meet the following conditions and criteria: 
 You must, throughout the Acquisition Period, have a
relationship with the Company or an Affiliated Company under an office and/or a contract of employment. 
 In the event of resignation, voluntary or
involuntary retirement, termination of the contract of employment by mutual agreement, dismissal, removal, or termination of the office, during the Acquisition Period, for any reason whatsoever, you will lose all right to the Free Share Allocation
and may claim no compensation in that regard. 
 In the event of resignation, the loss of the right to the Free Share Allocation will occur on the date of
receipt by the Company or the Affiliated Company concerned of your letter of resignation or on the date of delivery by hand of the letter to an authorized representative of the company that employs you, notwithstanding any notice requirement,
whether or not it has been given. 
 In the event of dismissal or removal, the loss of the right to the Free Share Allocation will occur on the date of
receipt (or first presentation) of the letter of notification of dismissal or removal, notwithstanding (i) any notice requirement, whether or not it has been given; (ii) any dispute by you of your dismissal and/or the reasons for the
dismissal, and (iii) any judicial decision setting aside the dismissal. 
 However, by exception to the foregoing, 

 

	(i)	in the event of retirement or dismissal for economic reasons during the Acquisition Period, you will retain your right to the Free Share Allocation; 


 

	(ii)	in the event of death during the Acquisition Period, your heirs may request the Free Share Allocation within six (6) months of the date of your death. 


 

	(iii)	in the event disability during the Acquisition Period, you may request the Free Share Allocation within six (6) months of the date of your disability. 









	(iv)	In the event of a takeover of control within the meaning of Article L. 233-3 of the French Commercial Code of DBV Technologies by any person acting alone or in concert with other persons, the beneficiaries will remain
eligible for the allocation at the end of the vesting period, even if their employment contract and/or corporate mandate is terminated, for any reason, between the date of the takeover and the last day of the vesting period. In this specific case,
the shares will vest with no requirement to wait for the plan’s performance criteria to be met. 

 At the end of the Acquisition Period,
and on the condition that the criteria set out above have been met, the Company will transfer to you the [                    ]
([                    ]) Shares referred to above in a specific securities account you have mentioned. 

You should contact a Bank (including “Banque Transatlantique”) in order to open such securities account. 

Accordingly, you will become a shareholder of the Company on that date, Shares will become available and may, in particular, be freely transferred as the
2016-2 Free Shares Plan has no retention period. 
 Your acceptance of the Free Share Allocation on the terms set out above constitutes acceptance of the
terms of Bylaw 2016-2. 
 In the event that you accept the Free Share Allocation, we would appreciate it if you would sign two copies of this notification
of Free Share Allocation and keep one copy and return the other to the Company by registered letter or delivered by hand in a period of 30 days from the receipt of this letter. Otherwise, the award will be void. 

 

	
	Sincerely yours,
	
	Pierre-Henri Behnamou


  

	
	Good for acceptance
	
	[Name of Beneficiary]
	
	Encl.: Regulation 2016