Full Press Release Details
Free translation for information purpose only
Anonyme with a Board of Directors
With a share capital of EUR 870,776.95
Registered office: 50, rue de Dijon, 21121 Daix
537 530 255 Trade and Companies Registry of Dijon
NOTICE OF MEETING TO THE ORDINARY AND EXTRAORDINARY
GENERAL MEETING DATED DECEMBER 11, 2024
The shareholders of INVENTIVA (the "Company")
are hereby informed that the Ordinary and Extraordinary General Meeting (the "General Meeting") will be held on December 11,
2024 at 9 a.m., at: Oceania Le Jura Hotel - 14 avenue Foch, 21000 Dijon, France.
General Meeting will be broadcasted live on the Company's website inventivapharma.com (under the Investors tab: Shareholders'
The General Meeting is convened to deliberate
on the following agenda:
Reading of the report of the Board of Directors
and the Statutory Auditors' special reports;
DRAFT TEXT OF THE RESOLUTIONS
TO BE SUBMITTED TO THE VOTE
OF THE COMBINED GENERAL MEETING
ORDINARY RESOLUTIONS
RESOLUTION (Appointment of Mr. Mark Pruzanski, as Director of the Company)
The General Meeting, deliberating in accordance
with the quorum and majority requirements for ordinary general meetings, having acquainted itself with the Board of Directors' report,
Resolves to appoint Mr. Mark Pruzanski as
Director for a term expiring after the 2027 General Meeting convened to approve the financial statements for the fiscal year ended December 31,
RESOLUTION (Appointment of Mr. Srinivas Akkaraju, as Director of the Company)
The General Meeting, deliberating in accordance
with the quorum and majority requirements for ordinary general meetings, having acquainted itself with the Board of Directors' report,
to appoint Mr. Srinivas Akkaraju as Director for a term expiring after the 2027 General Meeting convened to approve the financial
statements for the fiscal year ended December 31, 2026.
RESOLUTION (Approval of the compensation policy for the Chief Executive Officer (application from the date of separation
The General Meeting, deliberating in accordance
with the quorum and majority requirements for ordinary general meetings, having acquainted itself with (i) the report on corporate
governance referred to in Article L.225-37 of the French Commercial Code and contained in Chapter 3 of the Universal Registration
Document describing the components of the compensation policy of corporate officers, and (ii) the document "Compensation policy
applicable to the Chief Executive Officer of Inventiva" published on the website of the Company and included in the report of the
Board of Directors to this meeting, which replaces, in the case of the Chief Executive Officer, the provisions set out in Chapter 3, paragraph
3.5.1.2 of the Universal Registration Document applicable to the Deputy Chief Executive Officer,
pursuant to Article L.22-10-8 of the French Commercial Code, the compensation policy of the Chief Executive Officer applicable for
the current financial year from the date of separation of functions, including the policy applicable to all corporate officers, as set
out in Chapter 3, paragraph 3.5.1.1 of the Universal Registration Document, and the Chief Executive Officer's own arrangements as
set out in the document referred to in (ii) above.
RESOLUTION (Approval of the compensation policy of the Chairperson of the Board of Directors (application from the date
of separation of functions))
The General Meeting, deliberating in accordance
with the quorum and majority requirements for ordinary general meetings, having acquainted itself with (i) the report on corporate
governance referred to in Article L.225-37 of the French Commercial Code and contained in Chapter 3 of the Universal Registration
Document describing the components of the compensation policy of corporate officers, and (ii) the document "Compensation policy
applicable to the Chairperson of the Board of Directors of Inventiva" published on the website of the Company and included in the
report of the Board of Directors to this meeting, which supplements, in the case of the Chairperson of the Board of Directors, the provisions
set out in Chapter 3, paragraph 3.5.1.2 of the Universal Registration Document,
pursuant to Article L.22-10-8 of the French Commercial Code, the compensation policy of the Chairperson of the Board of Directors
applicable for the current financial year from the date of separation of functions, including the policy applicable to all corporate officers,
as set out in Chapter 3, paragraph 3.5.1.1 of the Universal Registration Document, and the Chairperson of the Board of Directors'
own arrangements as set out in the document referred to in (ii) above.
EXTRAORDINARY RESOLUTIONS
RESOLUTION (Capital increase in cash for a nominal amount of EUR 78,720.64 by issuance of ordinary shares, without shareholders'
preemptive subscription rights to the benefit of named persons and delegation of authority to the Board of Directors)
General Meeting, deliberating in accordance with the quorum and majority requirements for ordinary general meetings, having reviewed the
report of the Board of Directors and the Statutory Auditors' special report, prepared in accordance with the provisions of Articles
L. 225-135, L. 225-138 and L. 228-92 of the French Commercial Code, and duly noting that the share capital has been fully paid up, acting
pursuant to the provisions of Articles L. 22-10-49, L. 225-129, L. 225-129-1, L. 225-129-2, L. 225-129-5, L. 225-135 and L. 225-138 and
L. 228-91 et seq. of the French Commercial Code,
acquainted itself that the Company proceeded on October 11, 2024, in the context of a capital increase without shareholders'
preemptive subscription rights to the benefit of categories of persons, in accordance with Article L. 225-138 of the French
Commercial Code, to the issuance, fully subscribed in cash, of (i) 34,600,507 new ordinary shares for a total gross amount, including
issue premium, of EUR 46,710,684.45 and (ii) 35,399,481 pre-funded warrants, for a total gross amount, including issue premium, of
EUR 47,435,304.54 at the time of issuance and increased to EUR 47,789,299.35 in the event of exercise of all pre-funded warrants (the
T1 Offering) and the commitment made by the subscribers of the T1 Offering, provided that the
conditions precedent set out in the Company's press release published on October 14, 2024 (the "T1 bis Offering
Conditions Precedent") are satisfied or waived (by subscribers representing 60% of all T1 bis Shares and T1 bis Warrants),
to subscribe to an issuance of new shares or new pre-funded warrants (the T1 bis Offering),
subject to the condition precedent of the adoption
of (i) resolutions 6 to 22 below, relating to the cancellation of shareholders' preemptive subscription rights in favor of the persons
named therein (together the T1 bis Shares Beneficiaries) pursuant to the provisions of Article L. 225-138 of the French
Commercial Code, (ii) resolutions 23 to 32, relating to the issuance of pre-funded warrants to named persons and the cancellation
of shareholders' preemptive subscription rights to the benefit of said persons, and (iii) resolutions 33 to 57 in the context of
the T2 Offering, it being specified that all the resolutions referred to in (i) to (iii) form an inseparable whole with this
resolution and are interdependent:
Decides to proceed with the issuance, without shareholders' preemptive subscription rights in favor of the T1 bis Shares
Beneficiaries, of a number of 7,872,064 shares, to be issued at a subscription price of EUR 1.35, i.e. one euro cent (EUR 0.01) of nominal
value and EUR 1.34 of issue premium for each ordinary share issued, representing a capital increase of a maximum nominal amount of seventy-eight
thousand seven hundred and twenty euros, and sixty-four cents (78,720.64) euros, it being specified that the said maximum nominal amount
is not deducted from the nominal amount of the capital increase of seven hundred thousand euros (EUR 700,000) set out in 3) of the 21st
resolution of the Combined General Meeting of June 20, 2024;
Decides that each Beneficiary of T1 bis Shares shall have the right to subscribe to the number "N" of shares appearing
opposite of his name in the number of resolutions 6 to 22 cancelling the preemptive subscription right in his or her favor;
Decides to set the terms and conditions for the issuance of the ordinary shares as follows:
Recalls that the ordinary shares to be issued pursuant to this resolution will be the subject of an application for admission
to trading on the regulated market Euronext Paris;
Decides that if the subscriptions have not absorbed the entirety of the capital increase decided by this resolution, the Board
of Directors may limit the amount of the said capital increase to the amount of the subscriptions received, subject
to the agreement of the subscribers representing 60% of all T1 bis Shares and T1 bis BSAs (excluding T1 bis Shares and T1 bis BSAs for
which subscriptions have not been received);
6. Delegates to the Board of Directors
full authority to implement this decision, with the option of sub-delegate such powers, in accordance with the law and regulations, within
the limits and under the conditions specified above, for the purpose, without limitation, to:
7. Acknowledges that, in accordance with
the law and regulations, the Board of Directors will report to the next ordinary general meeting on the use made of the delegation granted
under this resolution;
8. Decides that this decision shall be