Full Press Release Details
for information purpose only
Soci t Anonyme with a Board
With a share capital of EUR 421,341.69
Registered Office : 50, Rue de Dijon, 21121 Daix
537 530 255 Trade and Companies Register of Dijon
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Notice of meeting to the Ordinary and Extraordinary
General Meeting dated January 25, 2023
The shareholders of INVENTIVA are informed that
the Ordinary and Extraordinary General Meeting will be held on January 25, 2023 at 2 p.m., at: H tel Oceania Le Jura
- 14 avenue Foch - 21000 Dijon, France.
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 ;
On an ordinary basis
DRAFT TEXT OF RESOLUTIONS
TO BE SUBMITTED TO THE VOTE
OF THE ORDINARY AND EXTRAORDINARY GENERAL
OF JANUARY 25TH, 2023
ORDINARY RESOLUTIONS
FIRST RESOLUTION (Ratification
of the appointment (cooptation) of Ms. Lucy Lu to replace a resigning Director)
The General Meeting, deliberating in accordance
with the quorum and majority requirements for ordinary general meetings, having acquainted itself with the Board of Directors' report,
Ratifies the appointment (cooptation),
resolved by the Board of Directors on November 9th, 2022, of Ms. Lucy Lu as Director in order to replace the company
Sofinnova Partners, who has resigned, for the remaining duration of the latter's term of office, i.e. until the end of the
General Meeting called to approve the accounts for the year ending 31 December 2023.
EXTRAORDINARY RESOLUTIONS
SECOND 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, with shareholders' preemptive subscription rights maintained)
The General Shareholders' Meeting, voting
under the rules of quorum and majority required for Extraordinary General Shareholders' Meetings, having reviewed the Board
of Directors' Report and the Statutory Auditors' Special report and duly noting that the share capital has been fully paid
up, and acting pursuant to the provisions of Articles L. 225-129 et seq. of the French Code de commerce, and in particular
Articles L. 225-129-2, L. 225-132 to L. 225-134 and L. 228-91 et seq. of the French Code de commerce,
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 France
and/or abroad, in euros or in any other currency or currency units established by reference to several currencies, with maintenance of
the shareholders' preemptive subscription rights, of ordinary shares of the Company and/or any securities giving access, immediately
or in the future, to ordinary shares to be issued by the Company, including through the free allocation of share subscription warrants,
which may be subscribed for either in cash or by offsetting against claims, in the amount and at the times it deems appropriate.
2. Decides that the shareholders shall
have, proportionally to the amount of their shares, preferential subscription rights over the ordinary shares and securities giving access
to the share capital of the Company to be issued and that the Board of Directors may grant shareholders excess subscription rights for
ordinary shares or securities issued, to be exercised in proportion to their subscription rights and within the limit of their requests.
If the subscriptions on an irreducible basis and,
as the case may be, on a reducible basis, do not absorb the entire issuance of shares or securities giving access to the share capital
of the Company pursuant to this resolution, the Board of Directors may use the options provided by Article L. 225-134 of the French
Code de commerce, in the order of its choice, or only some of them, and in particular the limitations of the issuance to the amount
of subscriptions received, provided that such amount reaches at least three-quarters of the issuance decided upon, or decides to offer
to the public all or part of the securities not subscribed.
3. 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 one million
euros (EUR 1,000,000), it being specified that the maximum nominal amount of the share capital increases that may be performed, immediately
or in the future, pursuant to this resolution, resolutions 3 to 11 of this General Shareholders' Meeting, as well as capital increases
that may be performed pursuant to resolutions 13 to 15 of this Meeting, will count towards this overall cap. Added to this cap will be,
as the case may be, the aggregate par value of any additional shares to be issued in order to preserve, in accordance with applicable
laws and regulations, and, as the case may be, other contractual provisions that provide for other cases of adjustment, the rights of
holders of securities giving access to the share capital of the Company.
4. Decides that securities giving access,
immediately or in the future, to ordinary shares to be issued by the Company may notably consist of debt securities or be associated with
the issuance of such securities, or allow their issuance as intermediate securities, and that the debt securities issued pursuant to this
resolution may take the form of subordinated or non-subordinated securities, for a fixed or indefinite term, and be issued in euros, or
in any other currency or currency units established by reference to several currencies.
The maximum nominal amount of such debt securities
that may be issued pursuant to this resolution shall not exceed one hundred and fifty million euros (EUR 150,000,000) or the counter-value
of this amount in another currency or in any currency units established by reference to several currencies. This amount is a global cap
which applies to all of the debt securities whose issuance is provided for pursuant to this resolution and resolutions 3 to 10 of this
General Shareholders' Meeting. This cap is independent from the debt securities whose issuance would be decided or authorized by the Board
of Directors pursuant to Article L. 228-40 of the French Code de commerce.
5. Acknowledges that, in accordance with
the provisions of article L. 225-132 paragraph 6 of the French Code de commerce, this resolution includes the waiver of the shareholders'
preemptive subscription rights over the ordinary shares of the Company to which any securities issued pursuant to this resolution may
6. 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
7. Decides that the aforementioned delegation
is granted for a period of 26 months as from the date of this General Shareholders' Meeting and terminates, with immediate effect,
any previous delegation granted for the same purpose. It therefore supersedes the delegation granted by the Combined General Shareholders'
Meeting dated May 19th, 2022 in its 21st resolution.
The Board of Directors will inform the General
Shareholders' Meeting each year of the transactions performed in accordance with this resolution.
THIRD 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, without shareholders' preemptive subscription rights,
by way of public offerings, excluding offers referred to in Article L.411-21 of the French Code mon taire et financier)
The General Shareholders' Meeting, voting
under the rules of quorum and majority required for Extraordinary General Shareholders' Meetings, having reviewed the Board
of Directors' report and the Statutory Auditors' special report and duly noting that the share capital has been fully paid
up, and acting pursuant to the provisions of Articles L. 225-129 et seq. of the French Code de commerce, and in particular
Article L. 225-129-2, L. 225-135 and L. 22-10-52, and Articles L. 228-91 et seq. of the French Code de commerce,
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, by way
of public offerings, excluding offers referred to in article L. 411-2 1 pf the French Code de commerce, in France and/or abroad,
in euros or in any other currency or currency units established by reference to several currencies, without shareholders' preemptive subscription
rights, of ordinary shares of the Company and/or securities giving access, immediately or in the future, to ordinary shares to be issued
by the Company, in the amount and at the times it deems appropriate.
Public offerings, performed pursuant to this resolution,