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Soci t Anonyme with a Board
With a share capital of EUR 408,735.51
Registered Office: 50, Rue de Dijon, 21121 Daix
537 530 255 Trade and Companies Register of Dijon
Notice of meeting to the Ordinary and Extraordinary
General Meeting dated May 19, 2022
The shareholders of INVENTIVA are informed that
the Ordinary and Extraordinary General Meeting will be held on May 19, 2022 at 2 p.m., at: H tel Oceania Le Jura - 14 avenue
Foch - 21000 Dijon, France.
In the context of the COVID-19 epidemic, the Company
may have to modify the methods for participating in the General Meeting of May 19, 2022 depending on health and/or legal and regulatory
Consequently, shareholders are invited to regularly
visit the section dedicated to the General Meeting on the Company's website (www.Inventivapharma.com) which could be updated to specify
the final method of participation in this General Meeting.
In addition, considering the circulation of the
COVID 19 virus, the Board of Directors calls for the utmost caution in this context and recommends that each shareholder give preference
to voting remotely or by proxy to the Chairman rather than being physically present.
The Company has taken all measures to facilitate
remote voting so that shareholders can also vote without physically participating in the General Meeting by remote voting means (postal
vote or proxy), using the voting form provided for this purpose, available on Inventiva's website (www.Inventivapharma.com, in the Investor's
Section, subsection documentation - General Meetings) or via Internet on the secured voting plateform Votaccess.
If you have questions related to the General
Meeting, our Investor Relations team can be contacted by email: inventiva@brunswickgroup.com.
The Ordinary and Extraordinary General Meeting
will have to deliberate on the following agenda:
Reading of the reports of the Board of Directors
and the Statutory Auditors ;
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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 31st, 2021)
The General Meeting, deliberating in accordance
with the quorum and majority requirements for ordinary general meetings, having acquainted itself with the Board of Directors' management
report and the Statutory Auditors' general report on the annual statutory financial statements,
Approves the financial statements for the
financial year ended December 31st, 2021 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 47,467,164.92.
SECOND RESOLUTION (Approval of
the consolidated financial statements for the financial year ended December 31st, 2021)
The General Meeting, deliberating in accordance
with the quorum and majority requirements for ordinary general meetings, having acquainted itself with the Board of Directors' management
report and the Statutory Auditors' general report on the consolidated financial statements,
Approves the consolidated financial statements
for the financial year ended December 31st, 2021 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 31st, 2021)
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 47,467,164.92,
Resolves to wholly allocate this net accounting
loss of EUR 47,467,164.92 to the "Report Nouveau" account, bringing its debit amount to EUR 79,261,921.44.
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 expanses and
charges for tax purposes, referred to in Article 39, paragraph 4 of the said Code, which amount to EUR 9,030 for the financial year 2021,
and acknowledges the absence of corporate income tax borne in respect of these expenses and charges in view of the loss for said financial
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FIFTH RESOLUTION (Related-party
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,
Approves this report and acknowledges prior
such agreements which performance has been pursed during the financial year ended December 31st, 2021.
SIXTH RESOLUTION (Final approval
of the fixed and variable compensation paid or awarded to Mr. Fr d ric Cren in his capacity as Chairman of the Board of
Directors and Chief Executive Officer for the financial year ended December 31st, 2021)
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 Chen in his capacity
as Chairman of the Board and Chief Executive Officer, contained therein, as presented in the Universal Registration Document including
the 2021 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. Pierre Broqua in his capacity as Deputy Chief Executive Officer for the
financial year ended December 31st, 2021)
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. Pierre Broqua in his capacity as Deputy Chief
Executive Officer, contained therein, as presented in the Universal Registration Document including the 2021 Annual Financial Report,