Full Press Release Details
Translation for information purpose only
Soci t Anonyme with a Board
a share capital of EUR 421,341.69
Office : 50, Rue de Dijon, 21121 Daix
530 255 Trade and Companies Register of Dijon
Notice of meeting to the Ordinary and Extraordinary
General Meeting dated May 25, 2023
The shareholders of INVENTIVA (the "Company")
are informed that the Ordinary and Extraordinary General Meeting will be held on May 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 ;
DRAFT TEXT OF RESOLUTIONS
TO BE SUBMITTED TO THE VOTE
OF THE ORDINARY AND EXTRAORDINARY GENERAL
ORDINARY RESOLUTIONS
RESOLUTION (Approval of the statutory financial statements for the financial year ended December 31st,
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,
the financial statements for the financial year ended December 31st, 2022 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 64,467,085.51.
RESOLUTION (Approval of the consolidated financial statements for the financial year ended December 31st,
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,
the consolidated financial statements for the financial year ended December 31st, 2022 as presented, as well
as the transactions reflected in these accounts or summarized in these reports.
RESOLUTION (Appropriation of profit/loss for the financial year ended December 31st, 2022)
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 64,467,085.51,
to wholly allocate this net accounting loss of EUR 64,467,085.51 to the "Report Nouveau" account,
bringing its debit amount to EUR 143,729,006.95.
that no dividend has been distributed since the Company's incorporation.
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,
the non-deductible expenses and charges for tax purposes, referred to in Article 39, paragraph 4 of the said Code, which
amount to EUR 10,217 for the financial year 2022, and acknowledges the absence of corporate income tax borne in respect of these expenses
and charges in view of the loss for said financial year.
RESOLUTION (Related-party agreements)
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,
this report and acknowledges prior such agreements which performance has been pursed during the financial year ended December 31st,
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,
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,
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 Chairman of the Board of Directors and Chief Executive Officer, contained therein, as presented in the Universal
Registration Document including the 2022 Annual Financial Report, Part 3, Section 3.5.1.5.
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, 2022)
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,
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
2022 Annual Financial Report, Part 3, Section 3.5.1.5.
RESOLUTION (Approval of the information on corporate officers' compensation included in the corporate governance report
and referred to in Article L.22-10-9 I. 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 report on corporate governance
referred to in Article L.225-37 of the French Commercial Code,
pursuant to article L.22-10-34 I. of the French Commercial Code, the information mentioned in Article L22-10-9 I. of the French
Commercial Code, contained therein, as presented in the Universal Registration Document including the 2022 Annual Financial Report, Part 3,
RESOLUTION (Approval of the compensation policy for Mr. Fr d ric Cren in his capacity as Chairman
of the Board of Directors and Chief Executive Officer)
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 describing the components of the compensation policy of corporate
pursuant to article L.22-10-8 II. of the French Commercial Code, the compensation policy of the Chairman of the Board of Directors and
Chief Executive Officer, Mr. Fr d ric Cren, including the policy common to all corporate officers and the provisions
specific to him, contained therein, as presented in the Universal Registration Document including the 2022 Annual Financial Report, Part 3,
Sections 3.5.1.1 and 3.5.1.2.
RESOLUTION Approval of the compensation policy for Mr. Pierre Broqua in his capacity as Deputy Chief Executive
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 describing the components of the compensation policy of corporate
pursuant to article L.22-10-8 II. of the French Commercial Code, the compensation policy of the Deputy Chief Executive Offier, Mr. Pierre
Broqua, including the policy common to all corporate officers and the provisions specific to him, contained therein, as presented in
the Universal Registration Document including the 2022 Annual Financial Report, Part 3, Section 3.5.1.1 and 3.5.1.2.
RESOLUTION (Approval of the compensation policy of the Company's Directors)
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 describing the components of the compensation policy of corporate
pursuant to article L.22-10-8 II. of the French Commercial Code, the compensation policy of the Directors, including the policy common
to all corporate officers and the provisions specific to them, contained therein, as presented in the Universal Registration Document