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French soci t Anonyme with
a Board of Directors
with a share capital of EUR 2,090,074.75
Registered Office: 50, Rue de Dijon, 21121 Daix
537 530 255 Trade and Companies Register of Dijon
The shareholders of INVENTIVA are informed that
the ordinary and extraordinary general meeting (the "General Meeting") will be held on June 30, 2026 at 2
p.m., at: l'H tel Villa M, 24-30, boulevard Pasteur - 75015 Paris, France.
With respect to the notice of meeting published
in the Bulletin des Annonces L gales Obligatoires on 22 May 2026 (bulletin no. 61), resolutions 33, 34 and 35 have been amended,
in particular in order to provide for a new common ceiling, and a 39th resolution, entitled "Decision to issue warrants, without
shareholders' preemptive subscription rights, to the benefit of the European Investment Bank and delegation of power to the Board of
Directors", has been added.
Consequently, the agenda of the General Meeting
and the draft texts of the resolutions on which it is called to deliberate are as follows:
Reading of the reports of the Board of Directors
and the Statutory Auditors;
On an Ordinary basis
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DRAFT TEXT OF RESOLUTIONS
TO BE SUBMITTED TO THE VOTE
OF THE ORDINARY AND EXTRAORDINARY GENERAL
ORDINARY RESOLUTIONS
FIRST RESOLUTION (Approval of
the statutory financial statements for the financial year ended December 31, 2025)
The General Meeting, deliberating in accordance
with the quorum and majority requirements for ordinary general meetings, having acquainted itself with the management report of the Board
of Directors and the general report of the Statutory Auditors on the annual statutory financial statements,
Approves the financial statements for
the financial year ended December 31, 2025 as presented, including the balance sheet, income statement and appendix to the financial
statements, as well as the transactions reflected in these financial statements and summarized in these reports, showing a net accounting
loss of EUR 207,965,630.56.
SECOND RESOLUTION (Approval
of the consolidated financial statements for the financial year ended December 31, 2025)
The General Meeting, deliberating in accordance
with the quorum and majority requirements for ordinary general meetings, having acquainted itself with the management report of the Board
of Directors and the general report of the Statutory Auditors on the consolidated financial statements,
Approves the consolidated financial statements
for the financial year ended December 31, 2025 as presented, as well as the transactions reflected in these accounts or summarized
THIRD RESOLUTION (Appropriation
of profit/loss for the financial year ended December 31, 2025)
The General Meeting, deliberating in accordance
with the quorum and majority requirements for ordinary general meetings, having acquainted itself with the management report of the Board
of Directors, as well as the general report of the Statutory Auditors,
Having recorded that the annual financial statements
showed a net accounting loss of EUR 207,965,630.56,
Resolves to wholly allocate this net accounting
loss of EUR 207,965,630.56 to the "Report Nouveau" account, bringing its debit amount to EUR 583,594,899.42.
Notes that no dividend has been distributed
since the Company's incorporation.
FOURTH RESOLUTION (Approval
of the expenses and charges referred to in Article 39(4) of the French General Tax Code)
The General Meeting, deliberating in accordance
with the quorum and majority requirements for ordinary general meetings, having acquainted itself with the management report of the Board
of Directors, as well as the general report of the Statutory Auditors, acting in accordance with the provisions of Article 223 quater
of the French General Tax Code,
Approves the non-deductible expenses and
charges for tax purposes, referred to in Article 39, paragraph 4 of the said Code, which amount to EUR 6,276 for the financial year
2025, and acknowledges the absence of corporate income tax borne in respect of these expenses and charges in view of the loss for said
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FIFTH RESOLUTION (Approval of
the subscription agreement signed on May 2, 2025 between the Company and Samsara BioCapital L.P., for new shares with warrants issued
by the Company, in accordance with Articles L.225-38 et seq. of the French Commercial Code)
The General Meeting, deliberating in accordance
with the quorum and majority requirements for ordinary general meetings, having acquainted itself with the special report of the Statutory
Auditors on related-party agreements referred to in Article L.225-38 seq. of the French Commercial Code, acknowledges the conclusions
of this report and in particular the information relating to agreements entered into and authorized in prior years, the performance of
which continued in the year ended December 31, 2024, and approves the subscription agreement signed on May 2, 2025 between
the Company and Samsara BioCapital L.P., for new shares with warrants issued by the Company.
SIXTH RESOLUTION (Final approval
of the fixed and variable compensation paid or awarded to Mr. Mark Pruzanski in his capacity as Chairman of the Board of Directors
for the financial year ended December 31, 2025)
The General Meeting, deliberating in accordance
with the quorum and majority requirements for ordinary general meetings, having acquainted itself with the report on corporate governance
referred to in Article L.225-37 of the French Commercial Code,
Approves, pursuant to Article L.22-10-34
II. of the French Commercial Code, the fixed, variable and exceptional elements composing the total compensation and benefits of any
kind paid during the previous fiscal year or awarded in respect of the same financial year to Mr. Mark Pruzanski in his capacity
as Chairman of the Board of Directors, contained therein, as presented in the Universal Registration Document including the 2025 Annual
Financial Report, Part 3, Section 3.5.1.5.
SEVENTH RESOLUTION (Final approval
of the fixed and variable compensation paid or awarded to Mr. Fr d ric Cren in his capacity as Chief Executive Officer
until September 30, 2025 for the financial year ended December 31, 2025)
The General Meeting, deliberating in accordance
with the quorum and majority requirements for ordinary general meetings, having acquainted itself with the report on corporate governance
referred to in Article L.225-37 of the French Commercial Code,
Approves, pursuant to Article L.22-10-34
II. of the French Commercial Code, the fixed, variable and exceptional elements composing the total compensation and benefits of any
kind paid during the previous fiscal year or awarded in respect of the same financial year to Mr. Fr d ric Cren in
his capacity as Chief Executive Officer until September 30, 2025, contained therein, as presented in the Universal Registration
Document including the 2025 Annual Financial Report, Part 3, Section 3.5.1.5.
EIGHTH RESOLUTION (Final approval
of the fixed and variable compensation paid or awarded to Mr. Andrew Obenshain in his capacity as Chief Executive Officer from October 1,
2025 for the financial year ended December 31, 2025)
The General Meeting, deliberating in accordance
with the quorum and majority requirements for ordinary general meetings, having acquainted itself with the report on corporate governance
referred to in Article L.225-37 of the French Commercial Code,