UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934 (Rule 14a-101)

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨       Preliminary Proxy Statement

¨       Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨      Definitive Proxy Statement

x      Definitive Additional Materials

¨       Soliciting Material Pursuant to §240.14a-12

Talend S.A.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

¨         No fee required.

¨         Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

TALEND S.A.

5-7, rue Salomon de Rothschild

92150 Suresnes, France

Combined General Meeting of Shareholders

To Be Held at 2:30 p.m. Paris Time on Monday, July 26, 2021

Explanatory Note

Set forth below is the English version of the convening notice for the combined general shareholders’ meeting of Talend S.A. (the “Company”) that is being sent, on July 9, 2021, to holders of ordinary shares of the Company in accordance with French law.

Free translation from French to English

CONVOCATION

TO THE COMBINED GENERAL

MEETING OF SHAREHOLDERS

TO BE HELD ON JULY 26, 2021

Dear Shareholder,

We are honored to invite you to the Combined General Shareholders' Meeting of Talend to be held on:

Monday, July 26, 2021 at 2:30 pm

At the head office : 5-7 rue Salomon de Rothschild - 92150 Suresnes (France)

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The General Meeting is composed of all the shareholders irrespective of the number of their shares.

Any shareholder may be represented at the General Meeting by another shareholder, by his spouse or by the partner with whom he has entered into a civil solidarity pact.

In accordance with Article R.22-10-28 of the French Commercial Code, the right to participate in the General Meeting is justified by the registration of the securities in the name of the shareholder or the intermediary registered on his behalf (in application of the seventh paragraph of Article L.228-1 of the French Commercial Code), on the second day preceding the General Meeting at midnight, Paris time, i.e. July 22, 2021, at midnight, Paris time, either in the registered share accounts kept by the Company (or its representative) or in the bearer share accounts held by the authorized intermediary.

The registration of the securities in the bearer share accounts kept by the financial intermediaries is recorded by a certificate of participation issued by them (or, where applicable, electronically) under the conditions set out in article R. 22-10-28 of the French Commercial Code (with reference to article R. 225-77 of the same code), in the appendix of the single voting form by mail or by proxy.

A certificate is also issued to the shareholder wishing to participate physically in the General Meeting and who did not receive his admission card on the second day preceding the General Meeting at midnight, Paris time.

In accordance with article 4 of ordinance n° 2020-321, as amended by law n° 2021-689 of May 31, 2021, the Board of Directors decided on June 15, 2021 that the Shareholders' Meeting of July 26, 2021 will exceptionally be held "in camera" at the Company's registered office, 5-7 rue Salomon de Rothschild - 92150 Suresnes, without the physical presence of the shareholders or any other persons entitled to attend.

Therefore the shareholders can choose between one of the following two participation methods:

In accordance with article 7 of decree n° 2020-418 of April 10, 2020, as amended by decree n° 2021-255 of March 9, 2021, and notwithstanding the provisions of article R.225-85, III of the French Commercial Code, when the shareholder has already cast his vote by proxy or requested his admission card or certificate of participation to attend the General Meeting, he/she may choose another mode of participation provided that his/her instruction in that respect arrives to the Company within a timeline compatible with the provisions of the first paragraph of Article R. 225-77 and Article R. 225-80 of the Commercial Code (as amended by decree n° 2020-418 of April 10, 2020). If applicable, the previous instructions received will then be revoked.

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Shareholders who do not personally attend this General Meeting and who wish to vote by mail or be represented by giving a proxy to the Chairman of the General Meeting, to their spouse or partner with whom they have entered into a civil solidarity pact or to another shareholder may:

BNP PARIBAS Securities Services

CTO Assemblées Générales – Les Grands Moulins de Pantin 9, rue du Débarcadère – 93761 Pantin Cedex.

To be taken into account, postal voting forms must be received by the Company or the General Meeting service of BNP Paribas Securities Services no later than three days before the General Meeting.

Pursuant to the provisions of decree n° 2020-1614 of December 18, 2020 amending decree n° 2020-418 of April 10, 2020, and decree n° 2020-629 of May 25, 2020, the proxy forms indicating the name of the proxy shall be received no later than the 4^th day preceding the date of the General Meeting, i.e., July 22, 2021.

The proxy may address his or her voting instructions for purposes of exercising the vote by proxy to the following email address: paris.bp2s.france.cts.mandats@bnpparibas.com, by way of the proxy form mentioned in article R. 225-76 of the French Commercial Code, no later than the 4^th day preceding the date of the General Meeting, i.e., July 22, 2021.

Confirmations of appointment or revocations of proxies must be received no later than the day before the General Meeting, i.e. July 25, 2021 (midnight – Paris time).

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Each shareholder has the option to send to the Board of Directors, which will answer in session, the written questions of his choice. Questions must be sent by registered letter with acknowledgment of receipt to the following address 5-7 rue Salomon de Rothschild – 92150 Suresnes or by electronic communication to the following email address: elozzia@talend.com. This mailing must be done no later than the fourth working day preceding the date of the General Meeting. They must be sent with a registration certificate either in the registered securities accounts kept by the Company, or in the bearer securities accounts kept by an intermediary mentioned in article L. 211-3 of the French Monetary and Financial Code.

Shareholders will be able to obtain, within the legal deadlines, the documents provided for in articles R.225-81 and R.225-83 of the French Commercial Code by request sent to BNP PARIBAS Securities Services – CTO Assemblées Générales – Les Grands Moulins de Pantin 9, rue du Débarcadère – 93761 Pantin Cedex. In this context, shareholders are invited to indicate, in their request, the electronic address to which these documents can be sent so that the Company can validly send them said documents by electronic mail in accordance with article 3 of ordinance n° 2020-321 of March 25, 2020.

You will find attached a template of request for documents.

As detailed to the shareholders in the convening notice sent to them in connection with the Annual General Meeting of June 29, 2021, you will find below a presentation of the situation of the Company during the past financial year.

Revenue

During the 2020 financial year, the Company continued its activity of open source data integration software in real time, allowing its customers to analyze and use their data more efficiently, and more generally to improve their strategic decision making and increase their competitive advantage.

In France, revenue for the fiscal year 2020 increased by more than 14% compared to the fiscal year 2019 and amounts to EUR 93,691,327.

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

Profit analysis

Compared income of the Company is as follows:

The operating loss increased by 197 % compared to the 2019 financial year.

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Balance sheet analysis

The investments for the year represent a total of 18,017,779 euros and break down as follows:

The change in provision for retirement benefits for the 2020 financial year is 568,959 euros was recorded as:

Free translation from French to English

Expected evolution of the Company and future developments

We intend to generate profits based on increased sales of our solutions to new and existing customers, including by the continued conversion of free trials into paid users. We currently anticipate that at some point in the future we will be able to increase revenues at a greater rate than increases in our operating expenses. However, there can be no assurance that we will achieve or maintain profitability on a consistent basis, that we will increase our sales to new and existing customers, or that our operating expenses will increase at a lower rate than our revenue may grow.

While the Covid-19 pandemic has had an impact on our business, we do not believe that there has been, or will be in the future, a material impact on our operations, financial condition, liquidity and capital and financial resources.

However, the situation, which is evolving rapidly, remains difficult to predict. Indeed, how much the Covid-19 pandemic will impact our business will depend on several factors, such as the duration and extent of the pandemic, as well as the actions taken by governments, companies and other stakeholders in response to the pandemic, all of which continue to evolve and remain uncertain at this time. We have therefore established a task force to actively monitor the current pandemic situation and provide updates and support to our employees.

Key elements of our growth strategy include:

Within the authority of the Ordinary Shareholders’ Meeting

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Within the authority of the Extraordinary Shareholders’ Meeting

Within the authority of the Ordinary Shareholders’ Meeting

Within the authority of the Ordinary Shareholders’ Meeting:

First Resolution

Appointment of Amy Coleman Redenbaugh as director subject to condition precedent

The general shareholders’ meeting, acting in accordance with the quorum and majority requirements required for ordinary general meetings,

having considered the Board of directors’ report:

acknowledges that, pursuant to an agreement entered into on March 10, 2021 and entitled "Memorandum of Understanding" between the Company and Tahoe Bidco (Cayman), LLC (the “Memorandum of Understanding” or the “MoU”), Tahoe Bidco B.V. (“Tahoe Bidco BV”), a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, has commenced a cash tender offer for all of the Company's shares (including the Company's shares represented by American Depositary Shares) (the “Offer”);

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appoints, subject to the consummation of the Offer and effective as of the Offer Acceptance Time (as defined in and subject to the provisions of the MoU), Amy Coleman Redenbaugh as a director for a period of three years, i.e., until the ordinary general meeting of shareholders called to approve the financial statements for the fiscal year ending December 31, 2023.

Second Resolution

Appointment of Kenneth Virnig as director subject to condition precedent

The general shareholders’ meeting, acting in accordance with the quorum and majority requirements required for ordinary general meetings,

having considered the Board of directors’ report:

acknowledges that, pursuant to the MoU, Tahoe Bidco BV has commenced the Offer (as these terms are defined in the first resolution); and

appoints, subject to the consummation of the Offer and effective as of the Offer Acceptance Time (as defined in and subject to the provisions of the MoU), Kenneth Virnig as a director for a period of three years, i.e., until the ordinary general meeting of shareholders called to approve the financial statements for the fiscal year ending December 31, 2023.

Third Resolution

Appointment of Mike Hoffmann as director subject to condition precedent

The general shareholders’ meeting, acting in accordance with the quorum and majority requirements required for ordinary general meetings,

having considered the Board of directors’ report:

acknowledges that, pursuant to the MoU , Tahoe Bidco BV has commenced the Offer (as these terms are defined in the first resolution); and

appoints, subject to the consummation of the Offer and effective as of the Offer Acceptance Time (as defined in and subject to the provisions of the MoU), Mike Hoffmann as a director for a period of three years, i.e., until the ordinary general meeting of shareholders called to approve the financial statements for the fiscal year ending December 31, 2023.

Fourth Resolution

Appointment of Elizabeth Yates as director subject to condition precedent

The general shareholders’ meeting, acting in accordance with the quorum and majority requirements required for ordinary general meetings,

having considered the Board of directors’ report:

acknowledges that, pursuant to the MoU , Tahoe Bidco BV has commenced the Offer (as these terms are defined in the first resolution); and

appoints, subject to the consummation of the Offer and effective as of the Offer Acceptance Time (as defined in and subject to the provisions of the MoU), Elizabeth Yates as a director for a period of three years, i.e., until the ordinary general meeting of shareholders called to approve the financial statements for the fiscal year ending December 31, 2023.

Free translation from French to English

Fifth Resolution

Appointment of David Murphy as director subject to condition precedent

The general shareholders’ meeting, acting in accordance with the quorum and majority requirements required for ordinary general meetings,

having considered the Board of directors’ report:

acknowledges that, pursuant to the MoU , Tahoe Bidco BV has commenced the Offer (as these terms are defined in the first resolution); and

appoints, subject to the consummation of the Offer and effective as of the Offer Acceptance Time (as defined in and subject to the provisions of the MoU), David Murphy as a director for a period of three years, i.e., until the ordinary general meeting of shareholders called to approve the financial statements for the fiscal year ending December 31, 2023.

Sixth Resolution

Appointment of Kristin Nimsger as director subject to condition precedent

The general shareholders’ meeting, acting in accordance with the quorum and majority requirements required for ordinary general meetings,

having considered the Board of directors’ report:

acknowledges that, pursuant to the MoU , Tahoe Bidco BV has commenced the Offer (as these terms are defined in the first resolution); and

appoints, subject to the consummation of the Offer and effective as of the Offer Acceptance Time (as defined in and subject to the provisions of the MoU), Kristin Nimsger as a director for a period of three years, i.e., until the ordinary general meeting of shareholders called to approve the financial statements for the fiscal year ending December 31, 2023.

Seventh Resolution

Appointment of Jim Hagan as director subject to condition precedent

The general shareholders’ meeting, acting in accordance with the quorum and majority requirements required for ordinary general meetings,

having considered the Board of directors’ report:

acknowledges that, pursuant to the MoU , Tahoe Bidco BV has commenced the Offer (as these terms are defined in the first resolution); and

appoints, subject to the consummation of the Offer and effective as of the Offer Acceptance Time (as defined in and subject to the provisions of the MoU), Jim Hagan as a director for a period of three years, i.e., until the ordinary general meeting of shareholders called to approve the financial statements for the fiscal year ending December 31, 2023.

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Within the authority of the Extraordinary Shareholders’ Meeting:

Eighth Resolution

Review and approval of a draft partial asset contribution agreement and approval of the contribution subject thereof, governed by the demerger legal regime (apport partiel d’actifs soumis au régime des scissions), by the Company to Talend SAS, a wholly owned subsidiary of the Company, of all of its assets and liabilities, rights and obligations of any kind and other legal relationships in relation to its business in accordance with the terms of the Contribution Agreement (as this term is defined below) and delegation of powers to the Board of directors to implement such contribution

The general shareholders’ meeting, acting in accordance with the quorum and majority requirements required for extraordinary general meetings,

in accordance with the provisions of Articles L. 236-1 to L. 236-6 and L. 236-16 to L. 236-21 of the French Commercial Code (applicable by references made in Articles L. 236-6-1 and L. 236-22 of the French Commercial Code, respectively), and Articles L. 236-9 and L. 236-10 (applicable by reference made in Article L. 236-16 of the French Commercial Code),

having considered:

Free translation from French to English

approves the report of the Board of directors and the Contribution Agreement in all their provisions and the Contribution under the terms agreed therein, and in particular:

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decides to grant, as a result, all powers to the Board of directors, with the right to subdelegate under applicable law, for the purpose of:

Ninth Resolution

Review and approval of a draft cross-border merger plan and approval of the merger by absorption subject thereof, of the Company by Tahoe AcquireCo B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, in accordance with the terms of the Merger Plan (as this term is defined below)

The general shareholders’ meeting, acting in accordance with the quorum and majority requirements required for extraordinary general meetings,

in accordance with the provisions of the French Commercial Code, in particular its Articles L. 236-25 to L. 236-32,

having considered:

Free translation from French to English

approves the Merger Report and the Merger Plan in all their provisions and the Company entering into the Cross-Border Merger under the terms agreed therein, and in particular:

acknowledges that, subject to the satisfaction of the conditions precedent set forth in article 10 of the Merger Plan or, to the extent permitted by the Merger Plan or applicable law, the waiver at such date of all or part of such conditions precedent:

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decides to grant, as a result, all powers to the Board of directors, with the right to subdelegate under applicable law, in order to:

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Tenth Resolution

Powers for formalities

The general meeting gives full powers to the bearer of a copy or extract of these minutes to carry out all filing and publication formalities required by law.

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Appendix

Request for documents form

Mailing request for documents and information referred to in article R.225-83 of the French Commercial Code

[You are an individual shareholder:]

I, the undersigned […] residing […]

[You are a legal entity shareholder]:

I, the undersigned […], acting as representative of the company […] (name and form), having its registered office […] and registered in the commercial register of […] under the number […],

request that the documents and information referred to in article R.225-83 of the French Commercial Code concerning the general meeting convened for July 26, 2021 be sent to me at the following address: […] or by email to the following email address: […@...]

[You are the holder of registered shares]

I also request to receive the documents and information referred to in articles R. 225-81 and R. 225-83 of the French Commercial Code at each of the upcoming shareholders' meetings.

Signed in ___________ (place) on ___________ (date)

[Shareholder signature or, if a legal entity, signature of the legal representative]