Full Press Release Details
translation for information purpose only
with a Board of Directors
with a share capital
Registered office: 50, rue de
537 530 255 Trade and Companies
ORDINARY AND EXTRAORDINARY GENERAL MEETING
DATED NOVEMBER 27, 2025
The shareholders of INVENTIVA (the "Company")
are hereby informed that the Ordinary and Extraordinary General Meeting (the "General Meeting") will be held on November 27,
2025, at 9:00 a.m., at the H tel Villa M, 24-30, boulevard Pasteur - 75015 Paris, France.
The General Meeting is convened to deliberate
on the following agenda:
Reading of the report of the Board of Directors;
DRAFT TEXT OF RESOLUTIONS
TO BE SUBMITTED TO THE VOTE
OF THE ORDINARY AND EXTRAORDINARY GENERAL
OF NOVEMBER 27, 2025
ORDINARY RESOLUTIONS
FIRST RESOLUTION (Approval
of the compensation policy for the Chief Executive Officer (effective from November 27 to December 31))
The General Meeting, acting in accordance with
the quorum and majority requirements for ordinary general meetings, having acquainted itself with the report of the Board of Directors,
approves, pursuant to the provisions of
II of Article L. 22-10-8 of the French Commercial Code, the compensation policy for the Chief Executive Officer for the 2025 financial
year, for the period from November 27 to December 31, 2025, as described in the meeting notice for this General Meeting published
on the Company's website.
SECOND RESOLUTION (Approval
of the settlement agreement entered into between the Company and Mr. Fr d ric Cren in accordance with Articles L. 225-38
et seq. of the French Commercial Code)
The General Meeting, ruling under the quorum and
majority conditions required for ordinary general meetings, having reviewed the report of the Board of Directors and the special report
of the Statutory Auditors on the agreements referred to in Articles L. 225-38 et seq. of the French Commercial Code,
approves the settlement agreement entered
into between the Company and Mr. Fr d ric Cren, as well as the information relating to this agreement as set out in
the aforementioned report of the Statutory Auditors.
THIRD RESOLUTION (Partial
waiver of the presence and performance conditions associated with the grant of free shares to Mr. Fr d ric Cren under
the AGA 2024-1 and AGA 2025-1 plans)
The General Meeting, ruling under the quorum and
majority conditions required for ordinary general meetings, having acquainted itself with the report of the Board of Directors,
approves the partial waiver of the presence
and performance conditions attached to the grants of free shares made to Mr. Fr d ric Cren under the AGA 2024-1 and
AGA 2025-1 performance share plans in force, as described in the said report, such waiver entailing an amendment to the compensation policy
applicable to him for the 2025 financial year, as approved by the Combined General Meeting of May 22, 2025 in its fifteenth resolution.
EXTRAORDINARY RESOLUTIONS
FOURTH RESOLUTION (Authorization
to the Board of Directors to grant share subscription and/or share purchase options to corporate officers and employees of the Company
or companies of the group, entailing the waiver by shareholders of their preferential rights to subscribe for shares issued following
the exercise of stock options)
The General Meeting, voting under the rules of
quorum and majority required for extraordinary general meetings, having reviewed the Board of Directors' report and the Statutory
Auditors' special report, duly noting that the share capital has been fully paid up, and acting pursuant to the provisions of Article L.
225-177 and seq. of the French Commercial Code,
1. Authorizes the Board of Directors to
grant, on one or more occasions, share subscription or share purchase options to employees or corporate officers of the Company or French
or foreign companies or groups related to the Company within the meaning of Article L.225-180 of the French Commercial Code, or certain
2. Decides that the total number of options
that may be granted under this resolution may not give entitlement to subscribe to or acquire a total number of new or existing shares
exceeding fifteen million (15,000,000) ordinary shares, it being specified that the nominal amount of any capital increases that may be
carried out pursuant to this resolution shall be deducted from the ceiling of four hundred and fifty thousand euros (EUR 450,000)
set in paragraph 2) of the 60th resolution of the Combined General Meeting of December 11, 2024 or, where applicable,
against the ceiling amount that may be set by a similar resolution that may succeed it during the term of this delegation.
3. Resolves that the shares that may be
obtained by exercising the share purchase options granted under this resolution may be acquired by the Company, as the case may be, under
the share buyback program covered by the 22nd resolution of the Combined General Meeting of May 22, 2025, pursuant to
Article L.22-10-62 of the French Commercial Code or any share buyback program previously or subsequently applicable.
4. Acknowledges that this resolution includes
the waiver of the shareholders' preemptive subscription rights over ordinary shares of the Company to which any securities issued
pursuant to this resolution may entitle them.
5. Decides that the exercise price of the
options granted under this resolution will be set by the Board of Directors as follows:
6. Decides that the options granted must
be exercised within a period of 10 years from the date of their grant by the Board of Directors.
7. Decides that the Board of Directors
will have full authority, with the right to subdelegate under the conditions provided by French law, to implement this resolution, and
8. Decides that this delegation is granted
for a period of 38 months from the date of this General Meeting and terminates, with immediate effect, any previous delegation having
the same purpose. It therefore supersedes the delegation granted by the Combined General Meeting of December 11, 2024 in its 61st
The Board of Directors shall inform the General
Meeting each year of the operations carried out under this resolution.
FIFTH RESOLUTION (Delegation
of authority to the Board of Directors to increase the share capital of the Company by issuance of ordinary shares or securities giving
access to the share capital of the Company immediately or in the future by the Company reserved for members of a company savings plan
to be set up by the Company under the conditions provided for in Article L.3332-18 et seq. of the French Code du travail, without
shareholders' preferential subscription rights)
The General Meeting, voting under the rules of
quorum and majority required for extraordinary general meetings, and having reviewed the Board of Directors' report and the Statutory
Auditors' special report prepared in accordance with the provisions of Articles L. 225-129 et seq. of the French Commercial Code,
Articles L. 225-129-2, L. 225-129-6, L. 225-138 I of the French Commercial Code, and Article L.3332-18 et seq. of the French Code
1. Delegates to the Board of Directors,
with the right to subdelegate under the conditions provided by French law, the authority to proceed with, one or more issuances, in the
amount and at the times it deems appropriate, on its own initiative, of ordinary shares of the Company and/or securities giving access
immediately and/or in the future, to ordinary shares to be issued by the Company, reserved for employees of the Company and its affiliates
pursuant to Article L. 225-180 of the French Commercial Code, who are members of a company savings plan, to be instituted at the
initiative of the Company and/or any mutual funds through the intermediary from which the new shares thus issued would be subscribed by
2. Decides that the maximum nominal amount
of the share capital increases that may be performed, immediately or in the future, pursuant to this resolution shall not exceed four
thousand three hundred euros (EUR 4,300), it being specified that the nominal amount of the capital increases that may result from
this resolution shall be deducted from the overall ceiling of one million euros (EUR 1,000,000) set in paragraph 3) of resolution
24 of the Combined General Meeting of May 22, 2025. Added to those caps will be, as the case may be, the aggregate par value of any