This website is an independent initiative of the historic and founding shareholders of OSE Immunotherapeutics. It is not the company's corporate website. Its purpose is to inform other shareholders and stakeholders about our positions and proposals in the context of the debate on strategy and governance.

Vote at the General Meeting

How to Vote at the September 30 General Meeting

The General Meeting will be held on September 30, 2025, at 10:00 a.m. (CET), at the Drawing House Hotel, 21 rue Vercingétorix, 75014 Paris.

The convening notice, including the agenda, the proposed resolutions and the terms of participation, was published today in the Bulletin des Annonces Légales Obligatoires (BALO) and is available here.

Founding shareholders invite you to support their resolutions

  • Click here to expand the table of resolutions

    Download the table of resolutions

    Resolution

    No.

    Subject of the Resolution

    The founding shareholders will vote as indicated below

    Resolutions proposed by OSE’s Board of Directors

    1

    Approval of the statutory financial statements for the year ended December 31, 2024

    FOR

    2

    Approval of the consolidated financial statements for the year ended December 31, 2024

    FOR

    3

    Allocation of earnings for the year ended December 31, 2024

    FOR

    4

    Approval of related-party agreements and commitments referred to in Articles L. 225-38 et seq. of the French Commercial Code

    FOR

    5

    Renewal of Mr. Didier Hoch’s term of office as Director

    AGAINST

    6

    Appointment of Ms. Caroline Mary as new Director representing employee-shareholders

    FOR

    7

    Appointment of Mr. Jonathan Cool as new Director

    FOR

    8

    Appointment of Ms. Pascale Briand as new Director

    FOR

    9

    Acknowledgment of the transfer of the Statutory Auditor mandate from RBB Business Advisors to Nexbonis Advisory

    FOR

    10

    Approval of the compensation policy applicable to the Chairman of the Board of Directors

    FOR

    11

    Approval of the compensation policy applicable to the Chief Executive Officer

    AGAINST

    12

    Approval of the compensation policy applicable to the Directors

    FOR

    13

    Approval of information on the compensation of corporate officers for the year ended December 31, 2024, pursuant to Article L. 22-10-9, I of the French Commercial Code

    FOR

    14

    Approval of the fixed, variable and exceptional components of the total compensation and benefits of any kind paid or granted for the past year to the Chairman of the Board of Directors

    FOR

    15

    Approval of the fixed, variable and exceptional components of the total compensation and benefits of any kind paid or granted for the past year to the Chief Executive Officer

    AGAINST

    16

    Authorization for the Board of Directors to allow the Company to repurchase its own shares under the provisions of Article L. 22-10-62 of the French Commercial Code

    FOR

    17

    Delegation of authority to the Board of Directors to decide on a capital increase through the capitalization of reserves, premiums, earnings or other amounts

    FOR

    18

    Delegation of authority to the Board of Directors to increase the share capital with preferential subscription rights maintained

    FOR

    19

    Delegation of authority to the Board of Directors to increase the share capital by public offering (excluding offers referred to in Article L. 411-2, 1° of the French Monetary and Financial Code)

    FOR

    20

    Delegation of authority to the Board of Directors to increase the share capital by public offering referred to in Article L. 411-2, 1° of the French Monetary and Financial Code

    FOR

    21

    Delegation of authority to the Board of Directors to increase the share capital for the benefit of categories of beneficiaries

    FOR

    22

    Authorization for the Board of Directors to decide on a capital increase in consideration for contributions in kind

    FOR

    23

    Delegation of authority to the Board of Directors to increase the share capital in the context of a public offer with an exchange component initiated by the Company

    FOR

    24

    Delegation of authority to the Board of Directors to increase the share capital with waiver of preferential subscription rights in favor of one or more persons designated by the Board of Directors

    FOR

    25

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

    FOR

    26

    Setting of the overall ceiling for delegations of authority to increase the share capital

    FOR

    27

    Authorization for the Board of Directors to grant free shares to employees or certain categories thereof, and to corporate officers, or certain of them, of the Company and/or its related companies

    FOR

    28

    Delegation of authority to the Board of Directors to issue and grant warrants to subscribe for ordinary shares to a category of beneficiaries

    FOR

    29

    Delegation of authority to the Board of Directors to issue and grant share warrants for company founders (BSPCEs) to a category of beneficiaries

    FOR

    30

    Authorization for the Board of Directors to grant stock subscription and/or purchase options to a category of beneficiaries

    FOR

    31

    Setting of the overall limits on the amount of free share allocations, warrants, BSPCEs and options

    FOR

    32

    Delegation of authority to the Board of Directors to decide on a capital increase reserved for members of company savings plans, with waiver of preferential subscription rights in their favor

    FOR

    33

    Authorization for the Board of Directors to carry out a reduction of share capital by canceling treasury shares

    FOR

    34

    Amendment of Article 21 of the Company’s Articles of Association

    FOR

    35

    Powers for formalities

    FOR

    Resolutions proposed by the acting-in-concert shareholders

    A

    Appointment of Mr. Markus Cappel as new Director

    FOR

    B

    Appointment of Mr. Alexis Peyroles as new Director

    FOR

    C

    Appointment of Ms. Shihong Nicolaou as new Director

    FOR

    D

    Appointment of Mr. Marc Le Bozec as new Director

    FOR

    E

    Dismissal of Mr. Marc Dechamps from his position as Director

    FOR

    F

    Dismissal of Ms. Brigitte Dréno from her position as Director

    FOR

    G

    Dismissal of Ms. Martine George from her position as Director

    FOR

    H

    Dismissal of Mr. Markus Goebel from his position as Director

    FOR

    J

    Dismissal of Mr. Eric Leire from his position as Director

    FOR

    K

    Dismissal of Mr. Nicolas Poirier from his position as Director

    FOR

  • Click here to access the voting forms.

    Blank voting form

    Form with our recommendations

    Please read our detailed explanations carefully

    Form with pre-filled boxes to vote on our resolutions

    To be completed (name, first name, address), dated and signed.

For the first time, shareholders will be able to vote electronically via the Votaccess platform, and the General Meeting will be broadcast live in accordance with new regulations. Written questions may be submitted in advance, and postal voting or proxy voting is available.

We recommend voting by mail.

This option secures your vote even if you plan to attend the General Meeting in person. It must be sent in advance and is recorded before the Meeting.

Shareholders may vote by mail or grant proxy.

For this purpose, a single form is made available:

  • For registered shareholders: a convening notice including a single form for proxy, postal voting, or a request for an admission card will be automatically sent by post to all registered shareholders.
  • For bearer shareholders: you must contact the financial intermediary with whom your shares are registered in order to obtain the single proxy or postal voting form, ensuring that this request reaches the intermediary no later than Wednesday, September 24, 2025, and return it, together with the certificate of participation, to CIC Market Solutions.

→ by email: serviceproxy@cic.fr
or
→ by post: Service Assemblées – 6 Avenue de Provence – 75452 Paris Cedex 09

To validate a postal vote or proxy, the forms must be duly completed and signed and accompanied by the certificate of participation for bearer shares. They must reach CIC Market Solutions no later than Friday, September 26, 2025.


Shareholders may vote online, prior to the General Meeting, via the secure VOTACCESS voting platform accessible as follows:

  • for registered shareholders: through the dedicated voting website https://www.actionnaire.cic-marketsolutions.eu
  • for bearer shareholders: through the website of the account-holding financial institution. Only bearer shareholders whose account-holding institution has subscribed to the VOTACCESS system and offers this service for this General Meeting will be able to access it.

The VOTACCESS platform for this General Meeting will open on Friday, September 12, 2025, and online voting will close on Monday, September 29, 2025 at 3:00 p.m. (Paris time).

ATTENTION:

Unsigned voting forms will not be counted.
Do not grant proxy in our names (Emile Loria, Dominique Costantini, Alexis Peyroles).
Do not leave blank the name of the proxyholder to whom you may grant authorization.
Do not tick the box “I hereby appoint the Chairman of the General Meeting as my proxy.

All updates are available on the company’s website: https://www.ose-immuno.com/assemblees-generales/

Conditions for remote participation in the General Meeting
A registration link to follow the live broadcast of the General Meeting of September 30, 2025, at 10:00 a.m. will be available on the day of the Meeting on the company’s website www.ose-immuno.com, under the section Investors / General Meetings / 2025 Shareholders’ General Meeting.

Shareholders wishing to connect remotely to follow the General Meeting must make a request by email to the following address: ag2025@ose-immuno.com, providing:

  1. A certificate of shareholding as of September 26, 2025
  2. A copy of their identity document
  3. The telephone number or email address they wish to use to connect

It will not be possible to vote remotely.

To ensure shareholders are fully informed, we also reproduce here Article 30 (‘Participation in General Meetings – Voting’) of our company’s Articles of Association.

[link to download the bylaws]

“Any shareholder may take part in general meetings—of whatever nature—either in person, by proxy, or by correspondence.

Proof of the right to participate in general meetings is provided:

  • for registered shares, by their registration in the company’s registered share accounts no later than zero hour, Paris time, on the second business day preceding the meeting;
  • for bearer shares, by their recording in bearer share accounts held by the authorized intermediary, no later than zero hour, Paris time, on the second business day preceding the meeting.

The registration or accounting entry of securities in bearer share accounts held by the authorized intermediary is evidenced by a certificate of participation issued by that intermediary.

However, the Board of Directors may shorten or waive these deadlines, provided that it applies equally to all shareholders.

Shareholders who have not paid up the amounts due on their shares are not entitled to attend the meeting.

The meeting may only deliberate on items included on the agenda. However, it may, in all circumstances, dismiss one or more directors and appoint replacements.

One or more shareholders representing the portion of capital required by law may, in accordance with legal procedures and deadlines, request the inclusion on the agenda of draft resolutions.

In the case of postal voting, only voting forms received by the company three days prior to the date of the meeting will be counted.

In the case of remote voting by electronic ballot, or proxy voting by electronic signature, voting shall take place under the conditions set out in applicable regulations.

Any shareholder may also participate in general meetings by videoconference or by any means of telecommunication permitted by law and regulations, as specified in the meeting notice.

An attendance sheet containing the information required by law shall be prepared for each meeting.”

OSE Shareholders: Vote for Our Resolutions

As founding shareholders, holding 20% of the capital and 24% of the voting rights, we know OSE, its employees, its partners, its product portfolio, and its clinical development programs extremely well.

OSE’s success: to secure a partner in order to launch the late-stage clinical development of our ulcerative colitis treatment, Lusvertikimab.

We have the same intention as that expressed in the resolutions of the General Meeting initially scheduled for June 25.
In our resolutions we propose:

  1. Appoint six new directors
    The Board will then have seven members, since the employees have already voted for their representative, Caroline Mary, whose appointment is the subject of resolution no. 6.
  2. Dismiss the entire current Board of Directors, namely the seven current directors (Marc Dechamps, Brigitte Dréno, Martine George, Markus Goebel, Eric Leire, Cécile Nguyen Cluzel, and Nicolas Poirier).
  3. Vote against the renewal of expiring mandates, in particular that of Didier Hoch, Chairman of the Board of Directors.
Read here our proposed resolutions and the statement of reasons.

Together, let’s ensure OSE’s success

We are a Trio, but we see that many share our perspective.

We are calling for the dismissal of the current Board members because it is in the interest of:

  • all shareholders,
  • employees caught in the middle of this conflict,
  • industrial, scientific, and institutional partners who place their trust in OSE,
  • patients awaiting innovative therapeutic solutions.

Together, we will ensure the success of OSE, it’s Nantes center and its Paris team.

We are fully aware that the current situation is uncomfortable for OSE’s employees and partners, who now find themselves caught between two groups of shareholders they know well, have worked with, and with whom they have personal relationships.

We regret this situation, which would have lasted only a few weeks had the Board of Directors not postponed the General Meeting from its original date of June 25 to September 30.

We know OSE’s employees well. Many of them were recruited between 2012 and 2022, when we were leading OSE, and until June 2024, when Dominique Costantini chaired the Board of Directors. We know their value, and we are proud of their work.

We therefore wish to reassure employees in light of the false intentions attributed to us:

OSE is a Nantes-based company, and, under our leadership, OSE will remain a Nantes-based company.

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