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French soci t 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 Register of Dijon
Notice of the combined general meeting of December 11,
The shareholders of INVENTIVA are informed that
the Ordinary and Extraordinary General Meeting will be held on December 11, 2024 at 9 a.m., at: H tel Oceania Le Jura -
14, avenue Foch - 21000 Dijon, France.
As a reminder, the General Meeting will be broadcasted
live on the Company's website inventivapharma.com (under the Investors tab: Shareholders' Meetings, 2024).
Since the notice of meeting published in the
Bulletin des Annonces L gales Obligatoires on November 4, 2024 (bulleting n 133), the agenda has been amended,
the 65th resolution becoming "Amendment of the Deputy Chief Executive Officer's compensation policy"
and the old 65th resolution becoming the 66th resolution "Powers to carry out formalities".
The amended agenda is as follows:
Reading of the reports of the Board of Directors;
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draft resolutions to be submitted to the vote of the General Meeting are those published in the meeting notice of the Bulletin des
Annonces L gales Obligatoires on November 4, 2024 (bulletin
n 133) subject to the following changes:
RESOLUTION (Amendment of the Deputy Chief Executive Officer's compensation policy)
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 Deputy 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 Deputy 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 Deputy 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 Deputy Chief Executive Officer's own arrangements
as set out in the document referred to in (ii) above.
Translation for information purpose only
Pursuant to Article R. 22-10-28 of the French
Commercial Code, will be able to participate in the General Meeting, the shareholders who will justify:
Only those shareholders who can prove their status
by or before Monday December 9, 2024, zero hour, Paris time, under the conditions set out above, will be able to participate in
this General Meeting.
Method of participation in the Shareholders'
Shareholders have several options for participating
in the General Meeting. They can (1) vote while physically attending the General Meeting or (2) vote remotely or by proxy (a) by
mail or (b) via Internet.
Pursuant to the provisions of Article R.
22-10-28, III, of the French Commercial Code, once a shareholder votes remotely, sends a proxy or asks for an admission card or
a certificate to participate in the General Meeting, he or she will not be able to choose another method of participation.
The shareholders wishing to personally attend
the General Meeting must request an admission card as soon as possible to receive the card in a timely manner:
On the day of the General Meeting, each shareholder
will have to prove her quality during the registration process.
The shareholders not physically attending the
General Meeting will be able to vote remotely or to give proxy to the President of the General Meeting, to their spouse, to their partner
with whom a pacte civil de solidarit has been made, to another shareholder or to any other individual or legal entity
of their choosing, subject to the conditions set forth in Articles L. 225-106 and L. 22-10-30 of the French Commercial Code.
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Pursuant to the provisions of Article R.
225-79 of the French Commercial Code, the proxy given by a shareholder to be represented must be signed by the shareholder. The proxy
will specify his/her last name, first name and address, and will designate a proxy, including his/her last name, first name and address
or for a legal entity, its corporate name and registered office. The proxy does not have the right delegate its duties to another individual
It is specified that, for any proxy without indication
of an agent, the President of the General Meeting will vote in favor of adopting the draft resolutions presented or approved to by the
Board of Directors and vote against adopting all other draft resolutions. To vote otherwise, the shareholders will have to designate
an agent who will accept to vote as provided by the principal.
registered shareholders: a postal voting form or proxy form will be sent directly to them. This form should be returned in
the prepaid T envelope enclosed with the notice of meeting.
holders of bearer shares: from this day, the postal voting form or proxy form can be requested from the intermediaries managing
their shares. Each demand must be addressed by the financial intermediary to the Services des Assembl es of Soci t
G n rale, 32, rue du Champs de Tir, CS 30812, 44308 Nantes Cedex 3 at the latest six days before the date of the General
Meeting (Article R. 225-75 of the French Commercial Code). The single postal voting form or proxy form must be submitted with a
certificate of securities ownership drawn up by the financial intermediary who will have to forward these documents to the Services
des Assembl es of Soci t G n rale, 32, rue du Champs de Tir, CS 30812, 44308 Nantes Cedex 3.
In any case, the postal voting form or proxy
voting form duly filled and signed (and accompanied by the certificate of securities ownership for the bearer shares) must be returned
in such a way that the Services des Assembl es of Soci t G n rale or the Company can receive
it at least 3 business days before the date of the General Meeting (that is December 8, 2024).
Shareholders also have the option of transmitting
their voting instructions and giving or revoking a proxy via Internet before the General Meeting, on the website Votaccess, under the
following conditions:
may also appoint or revoke a proxy by sending an e-mail bearing an electronic signature, obtained by them from an authorized third-party
certifier under the legal and regulatory conditions in force, to the e-mail address agiva11122024@inventivapharma.com,
specifying their surname, first name, address and Soci t G n rale identifier for pure registered shareholders
(information available at the top left of their account statement) or their identifier with their authorized intermediary for administered
registered shareholders, as well as the surname, first name and address of the appointed or revoked proxy;
SGSS is available to answer shareholder
queries from 9:00 a.m. to 6:00 p.m. on the following telephone number: + 33 (0)2 51 85 67 89 ;
Beware, only those shareholders whose
account holder has subscribed to Votaccess will be able to vote, give or revoke a proxy via Internet.
Translation for information purpose only
the account holder of the shareholder has not subscribed to Votaccess, the notice of appointment and revocation of a proxy can nevertheless
be effectuated by electronic means in accordance with the provisions of Articles R. 22-10-24 and R. 225-79 of the French Commercial Code
according to the following procedures: by sending an e-mail with an electronic signature, obtained by them from a third party certifier
duly authorized pursuant to legal and regulatory provisions in force, to the electronic address agiva11122024@inventivapharma.com specifying
their last name, first name, address, and their share-account's full bank references, as well as the last name, first name and address
of the appointed or revoked agent, and then by asking imperatively to the authorized intermediary managing their share-accounts to send
a written confirmation to the Services des Assembl es of Soci t G n rale.
In order for the duly signed and completed appointments
or revocations of proxy to be validly taken into account, they must reach the Company no later than Tuesday December 10, 2024 at