| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Valneva SE
(Name of Issuer)
Ordinary Shares, nominal value €0.15 per share
(Title of Class of Securities)
92025Y103 (American Depositary Shares, each representing two ordinary shares)
(CUSIP Number)
Sophie Paquin
Bpifrance Participations S.A.
6-8, boulevard Haussmann
75009 Paris
France
+33 1 53 89 55 73
With copy to:
John C. Partigan
Nixon Peabody LLP
799 9th Street NW, Suite 500
Washington, DC 20001
(202) 585-8000
((Name, Address and Telephone
Number of Person
Authorized to Receive Notices and Communications)
March 24, 2023
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
| CUSIP No. 92025Y103 | |||||
| 1 | Name of Reporting Person Bpifrance Participations S.A. | ||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | o | ||||
| (b) | o | ||||
| 3 | SEC Use Only | ||||
| 4 | Source of Funds WC | ||||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
| 6 | Citizenship or Place of Organization France | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole Voting Power 0 | |||
| 8 | Shared Voting Power 8,639,886 Ordinary Shares; 17,247,792 Voting Rights | ||||
| 9 | Sole Dispositive Power 0 | ||||
| 10 | Shared Dispositive Power 8,639,886 Ordinary Shares; 17,247,792 Voting Rights | ||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 8,639,886 Ordinary Shares; 17,247,792 Voting Rights | ||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | ||||
| 13 | Percent of Class Represented by Amount in Row (11) 6.2% of the Ordinary Shares; 10.7% of the Voting Rights1 | ||||
| 14 | Type of Reporting Person (See Instructions) OO | ||||
| 1 | Percentage of class is calculated based on 138,896,600 Ordinary Shares outstanding and 161,012,263 Voting Rights as of May 31, 2023, as reported by Valneva SE on June 7, 2023. |
Page 2 of 11 Pages
| CUSIP No. 92025Y103 | |||||
| 1 | Name of Reporting Person EPIC Bpifrance | ||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | o | ||||
| (b) | o | ||||
| 3 | SEC Use Only | ||||
| 4 | Source of Funds WC | ||||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
| 6 | Citizenship or Place of Organization France | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole Voting Power 0 | |||
| 8 | Shared Voting Power 8,639,886 Ordinary Shares; 17,247,792 Voting Rights | ||||
| 9 | Sole Dispositive Power 0 | ||||
| 10 | Shared Dispositive Power 8,639,886 Ordinary Shares; 17,247,792 Voting Rights | ||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 8,639,886 Ordinary Shares; 17,247,792 Voting Rights | ||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | ||||
| 13 | Percent of Class Represented by Amount in Row (11) 6.2% of the Ordinary Shares; 10.7% of the Voting Rights2 | ||||
| 14 | Type of Reporting Person (See Instructions) OO | ||||
| 2 | Percentage of class is calculated based on 138,896,600 Ordinary Shares outstanding and 161,012,263 Voting Rights as of May 31, 2023, as reported by Valneva SE on June 7, 2023. |
Page 3 of 11 Pages
| CUSIP No. 92025Y103 | |||||
| 1 | Name of Reporting Person Bpifrance S.A. | ||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | o | ||||
| (b) | o | ||||
| 3 | SEC Use Only | ||||
| 4 | Source of Funds WC | ||||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
| 6 | Citizenship or Place of Organization France | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole Voting Power 0 | |||
| 8 | Shared Voting Power 8,639,886 Ordinary Shares; 17,247,792 Voting Rights | ||||
| 9 | Sole Dispositive Power 0 | ||||
| 10 | Shared Dispositive Power 8,639,886 Ordinary Shares; 17,247,792 Voting Rights | ||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 8,639,886 Ordinary Shares; 17,247,792 Voting Rights | ||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | ||||
| 13 | Percent of Class Represented by Amount in Row (11) 6.2% of the Ordinary Shares; 10.7% of the Voting Rights3 | ||||
| 14 | Type of Reporting Person (See Instructions) OO | ||||
| 3 | Percentage of class is calculated based on 138,896,600 Ordinary Shares outstanding and 161,012,263 Voting Rights as of May 31, 2023, as reported by Valneva SE on June 7, 2023. |
Page 4 of 11 Pages
| CUSIP No. 92025Y103 | |||||
| 1 | Name of Reporting Person Caisse des dépôts et consignations | ||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | o | ||||
| (b) | o | ||||
| 3 | SEC Use Only | ||||
| 4 | Source of Funds WC | ||||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
| 6 | Citizenship or Place of Organization France | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole Voting Power 0 | |||
| 8 | Shared Voting Power 12,801,207 Ordinary Shares; 21,409,113 Voting Rights | ||||
| 9 | Sole Dispositive Power 0 | ||||
| 10 | Shared Dispositive Power 12,801,207 Ordinary Shares; 21,409,113 Voting Rights | ||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 12,801,207 Ordinary Shares; 21,409,113 Voting Rights | ||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | ||||
| 13 | Percent of Class Represented by Amount in Row (11) 9.2% of the Ordinary Shares; 13.3% of the Voting Rights4 | ||||
| 14 | Type of Reporting Person (See Instructions) OO | ||||
| 4 | Percentage of class is calculated based on 138,896,600 Ordinary Shares outstanding and 161,012,263 Voting Rights as of May 31, 2023, as reported by Valneva SE on June 7, 2023. |
Page 5 of 11 Pages
| CUSIP No. 92025Y103 | |||||
| 1 | Name of Reporting Person CDC Croissance S.A. | ||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | o | ||||
| (b) | o | ||||
| 3 | SEC Use Only | ||||
| 4 | Source of Funds WC | ||||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
| 6 | Citizenship or Place of Organization France | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 | Sole Voting Power 0 | |||
| 8 | Shared Voting Power 4,161,321 Ordinary Shares; 4,161,321 Voting Rights | ||||
| 9 | Sole Dispositive Power 0 | ||||
| 10 | Shared Dispositive Power 4,161,321 Ordinary Shares; 4,161,321 Voting Rights | ||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 4,161,321 Ordinary Shares; 4,161,321 Voting Rights | ||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | ||||
| 13 | Percent of Class Represented by Amount in Row (11) 3.0% of the Ordinary Shares; 2.6% of the Voting Rights5 | ||||
| 14 | Type of Reporting Person (See Instructions) OO | ||||
| 5 | Percentage of class is calculated based on 138,896,600 Ordinary Shares outstanding and 161,012,263 Voting Rights as of May 31, 2023, as reported by Valneva SE on June 7, 2023. |
Page 6 of 11 Pages
This Amendment No. 1 (this “Amendment”) is being filed by Bpifrance Participations S.A., a société anonyme incorporated under the laws of the Republic of France (“Bpifrance Participations”), EPIC Bpifrance, a French public institution of industrial and commercial nature (“EPIC”), Bpifrance S.A., a société anonyme incorporated under the laws of the Republic of France (“Bpifrance”), Caisse des dépôts et consignations, a French special public entity (établissement spécial) (“CDC”) and CDC Croissance S.A., a société anonyme incorporated under the laws of the Republic of France (“CDC Croissance”) (collectively, the “Reporting Persons”) pursuant to Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
This Amendment amends the Schedule 13D filed on November 16, 2022 (the “Initial Schedule 13D”) by the Reporting Persons (other than CDC Croissance).
| Item 1. | Security and Issuer. |
Item 1 of the Initial Schedule 13D is hereby amended and restated in its entirety as follows:
This Schedule 13D relates to the Ordinary Shares, nominal value €0.15 per share (the “Ordinary Shares”) of Valneva SE (the “Issuer”). The Issuer’s principal executive offices are located at 6 rue Alain Bombard, 44800 Saint-Herblain, France.
| Item 2. | Identity and Background. |
Item 2 of the Initial Schedule 13D is hereby revised and supplemented with the following:
This Statement is being filed by the following beneficial owners of Ordinary Shares:
| 1. | Bpifrance Participations S.A., a société anonyme incorporated under the laws of the Republic of France |
| 2. | EPIC Bpifrance, a French public institution of industrial and commercial nature |
| 3. | Bpifrance S.A., a société anonyme incorporated under the laws of the Republic of France |
| 4. | Caisse des dépôts et consignations, a French special public entity (établissement spécial) |
| 5. | CDC Croissance S.A., a société anonyme incorporated under the laws of the Republic of France |
The principal address for CDC Croissance is 209, rue de l’Université 75007 Paris. CDC Croissance, a 100% subsidiary of CDC, is a management company which manages a range of equity funds for the CDC Group clients. Specializing in small and mid-cap listed companies, the management company is accredited by the French Autorité des marchés financiers. CDC Croissance is the management company of the equity funds CDC PME CROISSANCE & CDC TECH CROISSANCE.
Attached as Appendices A, B, C, D and E to Item 2 is information concerning the executive officers and directors of Bpifrance Participations, CDC, EPIC, Bpifrance, and CDC Croissance respectively, required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D.
None of the Reporting Persons, nor, to the best of their knowledge, any of the persons referred to in Appendices A, B, C, D and E to Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of the Initial Schedule 13D is hereby revised and supplemented with the following:
CDC Croissance used its working capital to purchase the Ordinary Shares.
| Item 4. | Purpose of Transaction. |
Item 4 of the Initial Schedule 13D is hereby revised and supplemented with the following:
From January 9, 2023 through May 4, 2023, CDC Croissance purchased 2,091,769 ordinary shares in the open market. The details of certain purchases by CDC Croissance are provided in Item 5 below. In addition, from November 16, 2022 through June 20, 2023, Bpifrance Participations sold 907,383 ordinary shares in the open market. The details of certain sales by Bpifrance Participations are provided in Item 5 below.
Page 7 of 11 Pages
All of the Ordinary Shares that are held of record by the Reporting Persons as reported herein were acquired for investment purposes. The Reporting Persons retain the right to change their investment intent, from time to time to acquire additional Ordinary Shares or other securities of the Issuer, or to sell or otherwise dispose of all or part of the Ordinary Shares or other securities of the Issuer, if any, beneficially owned by them, in any manner permitted by law. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.
Except as set forth above, none of the Reporting Persons currently has any plans or proposals which would be related to or would result in any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D. However, as part of the ongoing evaluation of investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the board of directors of the Issuer or other third parties regarding such matters.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Initial Schedule 13D is hereby revised and supplemented with the following:
Please see Items 5, 6, 7, 8, 9 and 11 of each cover sheet for each filing entity, which is incorporated herein by reference.
As of June 29, 2023, (i) Bpifrance Participations held directly 8,639,886 Ordinary Shares and 17,247,792 Voting Rights, and (ii) CDC Croissance held, through CDC PME CROISSANCE & CDC TECH CROISSANCE, 4,161,321 Ordinary Shares and 4,161,321 Voting Rights. Neither Bpifrance nor EPIC held any Ordinary Shares directly. Bpifrance may be deemed to be the beneficial owner of 8,639,886 Ordinary Shares and 17,247,792 Voting Rights indirectly through its 99.99% ownership of Bpifrance Participations. EPIC may be deemed to be the beneficial owner of 8,639,886 Ordinary Shares and 17,247,792 Voting Rights indirectly through its joint ownership and control of Bpifrance. CDC may be deemed to be the beneficial owner of (x) 8,639,886 Ordinary Shares and 17,247,792 Voting Rights, indirectly through its joint ownership and control of Bpifrance and (y) 4,161,321 Ordinary Shares and 4,161,321 Voting Rights, indirectly through its ownership of CDC Croissance.
The ownership percentages are calculated based on 138,896,600 Ordinary Shares outstanding and 161,012,263 Voting Rights as of May 31, 2023, as reported by the Issuer on June 7, 2023.
(a) See also the information contained on the cover pages of this Schedule 13D, which is incorporated herein by reference.
(b) See the information contained on the cover pages of this Schedule 13D, which is incorporated herein by reference.
(c) There have been no reportable transactions with respect to the Ordinary Shares of the Issuer within the last 60 days by the Reporting Persons, or, to the best of their knowledge, any of the persons referred to in Appendices A, B, C, D and E to Item 2, other than as described in this Amendment below:
Bpifrance Participations effected the following transactions:
| Date | Transaction | Amount of Shares | Per Share Price (EUR) | How Effected | ||||||||
| 6/7/2023 | Sale | 1,704 | 6.0041 | Open Market | ||||||||
| 6/9/2023 | Sale | 80,000 | 6.0000 | Open Market | ||||||||
| 6/9/2023 | Sale | 36,929 | 6.0697 | Open Market | ||||||||
| 6/12/2023 | Sale | 117,854 | 6.2262 | Open Market | ||||||||
| 6/13/2023 | Sale | 29,401 | 6.3917 | Open Market | ||||||||
| 6/13/2023 | Sale | 30,000 | 6.3700 | Open Market | ||||||||
| 6/13/2023 | Sale | 20,000 | 6.3600 | Open Market | ||||||||
| 6/14/2023 | Sale | 228,951 | 6.6386 | Open Market | ||||||||
| 6/15/2023 | Sale | 28,179 | 6.7250 | Open Market | ||||||||
| 6/16/2023 | Sale | 85,589 | 6.8057 | Open Market | ||||||||
| 6/19/2023 | Sale | 30,661 | 6.8370 | Open Market | ||||||||
| 6/20/2023 | Sale | 192,547 | 7.3033 | Open Market | ||||||||
Page 8 of 11 Pages
CDC Croissance effected the following transactions:
| Date | Transaction | Amount of Shares | Per Share Price (EUR) | How Effected | ||||||||
| 2/13/2023 | Purchase | 16,000 | 6.06 | Open Market | ||||||||
| 2/14/2023 | Purchase | 16,000 | 6.05 | Open Market | ||||||||
| 2/15/2023 | Purchase | 15,998 | 6.08 | Open Market | ||||||||
| 2/16/2023 | Purchase | 1,641 | 6.20 | Open Market | ||||||||
| 2/17/2023 | Purchase | 30,361 | 5.93 | Open Market | ||||||||
| 2/20/2023 | Purchase | 80,000 | 5.84 | Open Market | ||||||||
| 2/21/2023 | Purchase | 80,000 | 5.82 | Open Market | ||||||||
| 2/22/2023 | Purchase | 81,600 | 5.71 | Open Market | ||||||||
| 2/23/2023 | Purchase | 79,200 | 5.66 | Open Market | ||||||||
| 2/24/2023 | Purchase | 79,200 | 5.55 | Open Market | ||||||||
| 2/27/2023 | Purchase | 20,000 | 5.54 | Open Market | ||||||||
| 2/28/2023 | Purchase | 20,000 | 5.46 | Open Market | ||||||||
| 3/1/2023 | Purchase | 19,988 | 5.48 | Open Market | ||||||||
| 3/2/2023 | Purchase | 20,001 | 5.40 | Open Market | ||||||||
| 3/3/2023 | Purchase | 20,001 | 5.56 | Open Market | ||||||||
| 3/6/2023 | Purchase | 20,000 | 5.61 | Open Market | ||||||||
| 3/7/2023 | Purchase | 20,000 | 5.59 | Open Market | ||||||||
| 3/8/2023 | Purchase | 19,988 | 5.51 | Open Market | ||||||||
| 3/9/2023 | Purchase | 20,001 | 5.45 | Open Market | ||||||||
| 3/10/2023 | Purchase | 20,001 | 5.32 | Open Market | ||||||||
| 3/13/2023 | Purchase | 36,000 | 5.20 | Open Market | ||||||||
| 3/14/2023 | Purchase | 36,000 | 5.35 | Open Market | ||||||||
| 3/15/2023 | Purchase | 35,996 | 5.26 | Open Market | ||||||||
| 3/16/2023 | Purchase | 36,002 | 5.09 | Open Market | ||||||||
| 3/17/2023 | Purchase | 36,002 | 5.14 | Open Market | ||||||||
| 3/20/2023 | Purchase | 40,000 | 4.90 | Open Market | ||||||||
| 3/21/2023 | Purchase | 40,000 | 4.98 | Open Market | ||||||||
| 3/22/2023 | Purchase | 39,996 | 4.93 | Open Market | ||||||||
| 3/23/2023 | Purchase | 40,002 | 4.71 | Open Market | ||||||||
| 3/24/2023 | Purchase | 40,002 | 4.72 | Open Market | ||||||||
| 3/27/2023 | Purchase | 44,000 | 4.76 | Open Market | ||||||||
| 3/28/2023 | Purchase | 44,000 | 4.68 | Open Market | ||||||||
| 3/29/2023 | Purchase | 43,996 | 4.65 | Open Market | ||||||||
| 3/30/2023 | Purchase | 21,010 | 4.79 | Open Market | ||||||||
| 3/31/2023 | Purchase | 23,300 | 4.79 | Open Market | ||||||||
| 4/3/2023 | Purchase | 42,000 | 4.87 | Open Market | ||||||||
| 4/4/2023 | Purchase | 22,195 | 4.94 | Open Market | ||||||||
| 4/5/2023 | Purchase | 43,460 | 4.92 | Open Market | ||||||||
| 4/6/2023 | Purchase | 91,927 | 5.10 | Open Market | ||||||||
| 4/17/2023 | Purchase | 37,500 | 5.09 | Open Market | ||||||||
| 4/18/2023 | Purchase | 28,125 | 4.98 | Open Market | ||||||||
| 4/19/2023 | Purchase | 28,122 | 4.86 | Open Market | ||||||||
| 4/20/2023 | Purchase | 28,127 | 4.81 | Open Market | ||||||||
| 4/21/2023 | Purchase | 28,126 | 4.73 | Open Market | ||||||||
| 5/2/2023 | Purchase | 56,611 | 4.36 | Open Market | ||||||||
| 5/3/2023 | Purchase | 56,606 | 4.19 | Open Market | ||||||||
| 5/4/2023 | Purchase | 38,205 | 4.90 | Open Market | ||||||||
Page 9 of 11 Pages
(d) Not applicable.
(e) Not applicable.
| Item 7. | Material to Be Filed as Exhibits. |
|
Exhibit |
Description | ||
| 99.1 | Joint Filing Agreement, dated as of June 30, 2023, by and among the Reporting Persons. | ||
Page 10 of 11 Pages
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Dated: June 30, 2023 | ||
| Bpifrance Participations S.A. | ||
|
| ||
| By: | /s/ Sophie Paquin | |
| Name: | Sophie Paquin | |
| Title: | Director of Legal Affairs | |
| Caisse des dépôts et consignations | ||
|
| ||
| By: | /s/ Laurence Giraudon | |
| Name: | Laurence Giraudon | |
| Title: | Chief Operating Officer, Finance and Operations Department, Asset Management Division | |
| EPIC Bpifrance | ||
| By: | /s/ Sophie Paquin | |
| Name: | Sophie Paquin | |
| Title: | Director of Legal Affairs | |
|
|
||
| Bpifrance S.A. | ||
|
| ||
| By: | /s/ Boubakar Dione | |
| Name: | Boubakar Dione | |
| Title: | Group Director of Legal Affairs | |
| CDC Croissance S.A. | ||
| By: | /s/ Christophe Bourdillon | |
| Name: | Christophe Bourdillon | |
| Title: | Executive Director | |
Page 11 of 11 Pages
APPENDIX A
Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of
BPIFRANCE PARTICIPATIONS S.A.
The name, business address and present principal occupation or employment of each of the directors and executive officers of Bpifrance Participations S.A. are set forth below. The business address of each director and executive officer is Bpifrance Participations S.A., 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.
BOARD OF DIRECTORS
|
Name |
Present Principal Occupation or Employment | |
| NICOLAS DUFOURCQ | Director, Chairman, Chief Executive Officer of Bpifrance Participations, and Chief Executive Officer of Bpifrance | |
| CAROLE ABBEY DUVAL | Director, Head of the Steering Department of strategic holdings at Caisse des Dépôts | |
| REMI FOURNIAL | Director, Head of M&A at Groupe Caisse des Dépôts | |
| FREDERIC SAINT-GEOURS | Director, Director of Société nationale SNCF | |
| FRENCH STATE, represented by CHARLES SARRAZIN | Director, in charge of shareholding interests in the Service & Finance sectors, Agence des Participations de l'Etat (French State Shareholding Agency) | |
| CONSTANCE VALIGNY | Director, Assistant Director for macroeconomic policies, Direction Générale du Trésor (French Treasury) | |
| CHLOE MAYENOBE | Director, Chief Growth Officer and General Representative at Solarisbank | |
| VICTOIRE AUBRY | Director, Chief Financial Officer of Icade | |
| CAROLINE PAROT | Director, CEO of Europcar Mobility Group | |
| ROMAIN BONENFANT | Director, Chief, Service of Industry, General Directorate for Companies of the Ministry of Economy and Finance |
EXECUTIVE OFFICERS
|
Name |
Present Principal Occupation or Employment | |
| NICOLAS DUFOURCQ | Chief Executive Officer | |
| JOSÉ GONZALO | Executive Director | |
| PIERRE BENEDETTI | Chief Financial Officer |
1
APPENDIX B
Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of
CAISSE DES DÉPÔTS ET CONSIGNATIONS
The name, business address and present principal occupation or employment of each of the members of the Management Committee of Caisse des Dépôts et consignations are set forth below. The business address of each director and executive officer is Caisse des Dépôts et consignations, c/o 56, rue de Lille, 75007 Paris, France. Unless otherwise indicated, each such person is a citizen of France.
MANAGEMENT COMMITTEE
|
Name |
Present Principal Occupation or Employment | |
| ERIC LOMBARD | Chief Executive Officer of Caisse des Dépôts et consignations | |
| OLIVIER SICHEL | Deputy Chief Executive Officer of Caisse des Dépôts et consignations | |
| NICOLAS DUFOURCQ | Chief Executive Officer of Bpifrance | |
| VIRGINIE CHAPRON-DU-JEU | Risk Director of Caisse des Dépôts et consignations Group | |
| PIERRE CHEVALIER | Head of Legal, Tax and Compliance Department | |
| NATHALIE TUBIANA | Risk Director of the Caisse des Dépôts et consignations Group | |
| OLIVIER MAREUSE | Chief Investment officer - Director of Savings Funds at Caisse des Dépôts et consignations | |
| CATHERINE MAYENOBE | Deputy Chief Executive, Operations and Business Transformation Director of Caisse des Dépôts et consignations Group | |
| SOPHIE QUATREHOMME | Group Corporate Communications Director | |
| MICHEL YAHIEL | Pensions and Solidarity Director | |
| ANTOINE SAINTOYANT | Director of strategic holdings at Caisse des Dépôts et consignations | |
| MARIE-LAURE GADRAT | Secretary General | |
| AURÉLIE ROBINEAU-ISRAĒL | Head of Human Resources |
2
APPENDIX C
Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of
EPIC BPIFRANCE
The name, business address and present principal occupation or employment of each of the directors and executive officers of EPIC Bpifrance are set forth below. The business address of each director and executive officer is EPIC Bpifrance, 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.
DIRECTORS
|
Name |
Present Principal Occupation or Employment | |
| CHRISTIAN BODIN | Director, Chairman, Chief Executive Officer of EPIC Bpifrance | |
| PIERRE-LOUIS AUTIN | Director, Head of department SITTAR at the Higher Education, Research and Innovation Ministry | |
| PIERRE CHABROL | Director, Deputy Director at the Directorate of Financing, Industry and Market of the Ministry of Economy and Finance | |
| LOUIS PASQUIER DE FRANCLIEU | Director, Deputy Director at the 3rd General Directorate for Budget of the Ministry of Economy and Finance | |
| EMMANUELLE BENHAMOU | Director, Deputy at the audit and accounting department of the Agence des Participations de l'Etat (French State Shareholding Agency) | |
| GERALDINE LEVEAU | Director, Deputy General Secretary for Public Investment |
3
APPENDIX D
Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of
BPIFRANCE S.A.
The name, business address and present principal occupation or employment of each of the directors and executive officers of Bpifrance S.A. are set forth below. The business address of each director and executive officer is Bpifrance S.A., 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.
DIRECTORS
|
Name |
Present Principal Occupation or Employment | |
| ERIC LOMBARD | Director, Chairman, Chief Executive Officer of the Caisse des Dépôts | |
| NICOLAS DUFOURCQ | Director, Chief Executive Officer of Bpifrance and Director, Chairman and Chief Executive Officer of Bpifrance Participations | |
| ALEXIS ZAJDENWEBER | Director, Chairman of the Agence des Participations de l'Etat (French State Shareholding Agency) | |
| SEBASTIEN RASPILLER | Director, Chief of the service relating to the financing of the economy at the Direction Générale du Trésor (French Treasury) | |
| MARIE DELEAGE | Director representing the employees of Bpifrance | |
| PHILIPPE BAYEUX | Director representing the employees of Bpifrance | |
| VIRGINIE CHAPRON-DU JEU | Director, Director of Finance for the Caisse des Dépôts Group | |
| CLAIRE DUMAS | Director, Finance Director at Société Générale | |
| SOPHIE STABILE | Director, CFO at Groupe Lagardère | |
| CATHERINE LAGNEAU | Director, Deputy Director of the General council of economy | |
| ANTOINE SAINTOYANT | Director, Director of strategic holdings at Caisse des Dépôts | |
| HAROLD HUWART | Director, Vice-president of the Regional Council of Centre-Val-de-Loire, in charge of the economy, farming and associations | |
| CAROLE ABBEY DUVAL | Director, Head of the Steering Department of strategic holdings at Caisse des Dépôts | |
| DIANE SIMIU | Director, deputy of the general commissioner for sustainable development at the Ministry for economic and solidarity transition |
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APPENDIX E
Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of
CDC CROISSANCE S.A.
The name, business address and present principal occupation or employment of each of the directors and executive officers of CDC Croissance S.A. are set forth below. The business address of each director and executive officer is CDC Croissance S.A., 209, rue de l’Université, 75007 Paris, France. Unless otherwise indicated, each executive officer is a citizen of France.
EXECUTIVE OFFICERS
|
Name |
Present Principal Occupation or Employment | |
| OLIVIER MAREUSE | Chief Executive Officer | |
| CHRISTOPHE BOURDILLON | Executive Director |
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Exhibit 99.1
JOINT FILING AGREEMENT
The undersigned acknowledges and agrees that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this foregoing shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledges that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that the undersigned knows or has reason to believe that such information is inaccurate.
This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
| Dated: June 30, 2023 | ||
| Bpifrance Participations S.A. | ||
|
| ||
| By: | /s/ Sophie Paquin | |
| Name: | Sophie Paquin | |
| Title: | Director of Legal Affairs | |
| Caisse des dépôts et consignations | ||
|
| ||
| By: | /s/ Laurence Giraudon | |
| Name: | Laurence Giraudon | |
| Title: | Chief Operating Officer, Finance and Operations Department, Asset Management Division | |
| EPIC Bpifrance | ||
| By: | /s/ Sophie Paquin | |
| Name: | Sophie Paquin | |
| Title: | Director of Legal Affairs | |
|
|
||
| Bpifrance S.A. | ||
|
| ||
| By: | /s/ Boubakar Dione | |
| Name: | Boubakar Dione | |
| Title: | Group Director of Legal Affairs | |
| CDC Croissance S.A. | ||
| By: | /s/ Christophe Bourdillon | |
| Name: | Christophe Bourdillon | |
| Title: | Executive Director | |