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Please separate carefully at the perforation and return just this portion in the envelope provided. Ordinary and Extraordinary General Meeting of Inventiva S.A. Ordinar y an d Extraordinar y Genera l Meetin g o f Inventi

Key Takeaway: Inventiva S.A. convened an Ordinary and Extraordinary General Meeting to discuss several key resolutions, including the delegation of authority to the Board of Directors for increasing share capital and granting shares to employees. Various proposals were put forward, such as issuing ordinary shares while waiving shareholders' preferential rights. The agenda included items pertaining to corporate governance changes and planned increases in share capital through different mechanisms. The meeting materials will be available on the company's website, and voting instructions must be submitted by a specified date.

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Delegation of authority to the Board of Directors to increase the share capital of the Company by incorporating reserves, profit s or premiums; 13. Authorization to the Board of Directors to grant free shares to employees and/or certain corporate officers; 14. 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; 15.
Delegation of authority to the Board of Directors to increase the share capital of the Company by issuance of ordinary shares o r 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; 12.
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, in consideration for contributio ns in kind up to a maximum of 10% of the share capital, excluding the case of a public exchange offer initiated by the Company; 11.
Authorization to the Board of Directors to increase the number of securities to be issued as part of share capital increases with or without shareholders' preemptive subscription rights; 9. Delegation of authority to the Board of Directors to increase the share capital of the Company by issuance of ordinary shares and securities giving access to the share capital of the Company, immediately or in the future, as part of a public exchange offer initiated by the Company; 10.
Delegation of authority to the Board of Directors to increase the share capital of the company by issuance of ordinary shares, immediately or in the future, reserved for certain specific categories of beneficiaries meeting specific characteristics within the framework of an equity financing agreement on the US market called At - the - market or ATM , without shareholders' preemptive subscription rights; 8.
Authorization to the Board of Directors to set the issuance price on the capital increases by way of public offerings, without shareholders' preemptive rights, pursuant to the terms and conditions set by the General Shareholders' Meeting, and up to the limit of 10% of the share capital; 6. 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, reserved for certain specific categories of beneficiaries, without shareholders' preemptive subscription rights; 7.
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, without shareholders' preempt ive subscription rights, by way of public offerings referred to in Article L.411 - 2 1 of the French Code mon taire et financier; 5.
Lucy Lu to replace a resigning Director; Extraordinary items 2. 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, with shareholders' preemptive subscription rights maintained; 3. 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, without shareholders' preempt ive subscription rights, by way of public offerings, excluding offers referred to in Article L.411 - 2 1 of the French Code mon taire et financier; 4.
Notes: 1. Please direct the Depositary how to vote by placing an X in the box opposite the resolutions on the reverse side. 2. If no instructions are received, a discretionary proxy will be given to a person designated by the Company. A GEN D A Reading of the reports of the Board of Directors and the Statutory Auditor; Ordinary items 1. Ratification of the appointment (cooptation) of Ms.
OGM & EGM materials will be made available on the company's website as of January 4th, 2023 at www.inventivapharma.com PROXY TABULATOR FOR INVENTIVA S.A. P.O. BOX 8016 CARY, NC 27512 - 9903 EVENT # CLIENT # Authorized Signatures - This section must be completed for your instructions to be executed. Please Sign Here Please Date Above Please Sign Here Please Date Above Copyright 2022 Mediant Communications Inc.
MAIL - Mark, sign and date your Voting Instruction Form. - Detach your Voting Instruction Form. Ordinary Genera l Meeting 1. Extraordinary General Shareholders' Meeting 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. On an ordinary basis 16. For Against Abstain - Return your Voting Instruction Form in the postage - paid envelope provided. All votes must be received by 12:00 PM Eastern Time January 18, 2023.
Delegation of authority to the Board of Directors to decide on the issue of share subscription warrants, without shareholders' preemptive subscription rights, to the benefit of categories of persons; On an ordinary basis 16. Power for formalities.

Frequently Asked Questions

What is the role of the Board of Directors in share capital increases?

The Board of Directors is authorized to increase share capital through various methods, including issuing shares or securities, often without shareholders' preferential rights.

Can the Board grant free shares to employees?

Yes, the Board is authorized to grant free shares to employees and some corporate officers.

Are shareholders allowed to subscribe to new shares?

Shareholders may waive their preferential subscription rights when the Board issues new shares or options.

How will shareholders be informed of voting instructions?

Shareholders can vote by marking their Voting Instruction Form and returning it in the provided envelope.

When will OGM & EGM materials be available?

The materials will be accessible on the company's website from January 4th, 2023.

Last updated: Jan 3, 2023