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Soci t Anonyme with a Board
With a share capital of EUR 524,771.88
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 June 20, 2024
The shareholders of INVENTIVA (the "Company")
are informed that the Ordinary and Extraordinary General Meeting will be held on June 20, 2024 at 9 a.m., at: H tel
Castel Burgond - 3, route de Troyes - 21121 Daix, 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;
| 1. | Approval of the statutory financial statements for the financial year ended December 31, 2023; |
| 2. | Approval of the consolidated financial statements for the financial year ended December 31, 2023; |
| 3. | Appropriation of profit/loss for the financial year ended December 31, 2023; |
| 4. | Approval of the expenses and charges referred to in Article 39(4) of the French General Tax Code; |
| 5. | Approval of the transfer of know-how and communication agreement signed on December 20, 2023 between the Company and its Deputy Chief Executive Officer, Chief Scientific Officer and director of the Company, Mr. Pierre Broqua, in accordance with Articles L.225-38 et seq. of the French Commercial Code; |
| 6. | 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 31, 2023; |
| 7. | Amendment to the compensation policy for Mr. Pierre Broqua in his capacity as Deputy Chief Executive Officer for the financial year ending December 31, 2023; |
| 8. | 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 31, 2023; |
| 9. | 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; |
| 10. | 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; |
| 11. | Approval of the compensation policy for Mr. Pierre Broqua in his capacity as Deputy Chief Executive Officer; |
| 12. | Total compensation paid to members of the Board of Directors; |
| 13. | Approval of the compensation policy of the Company's directors; |
| 14. | Appointment of Mr. Andr Turenne, as Director of the Company; |
| 15. | Renewal of the Director's mandate of Ms. Martine Zimmermann; |
| 16. | Renewal of the Director's mandate of Mr. Heinz Maeusli; |
| 17. | Renewal of the Director's mandate of Ms. Lucy Lu; |
| 18. | Renewal of the company KPMG as Statutory Auditor; |
| 19. | Authorization granted to the Board of Directors to buyback the Company's shares; |
Translation for information purpose only
| 20. | Authorization to the Board of Directors to reduce the share capital by cancellation of shares; |
| 21. | 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; |
| 22. | 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.411-2- 1 of the French Code mon taire et financier ; |
| 23. | 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 referred to in Article L.411-2 1 of the French Code mon taire et financier ; |
| 24. | Authorization and/or delegation to the Board of Directors to set the issuance price on the capital increases by way of public offerings, without shareholders' preemptive rights, pursuant to the terms and conditions set by the General Shareholders' Meeting, and up to the limit provided for by the laws and regulations in force at the time of issue; |
| 25. | 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, reserved for certain specific categories of beneficiaries, without shareholders' preemptive subscription rights; |
| 26. | Delegation of authority to the Board of Directors to increase the share capital of the company by issuance of ordinary shares, immediately or in the future, reserved for certain specific categories of beneficiaries meeting specific characteristics within the framework of an equity financing agreement on the U.S. market called "At-the-market" or "ATM", without shareholders' preemptive subscription rights; |
| 27. | Authorization to the Board of Directors to increase the number of securities to be issued as part of share capital increases with or without shareholders' preemptive subscription rights; |
| 28. | Delegation of authority to the Board of Directors to increase the share capital of the Company by issuance of ordinary shares and securities giving access to the share capital of the Company, immediately or in the future, as part of a public exchange offer initiated by the Company; |
| 29. | 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, in consideration for contributions in kind within the limits set by legal and regulatory provisions, excluding the case of a public exchange offer initiated by the Company; |
| 30. | 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 by the company reserved for members of a company savings plan to be set up by the Company under the conditions provided for in Article L.3332-18 et seq. of the French Code du travail, without shareholders' preferential subscription rights; |
| 31. | Delegation of authority to the Board of Directors to increase the share capital of the Company by incorporating reserves, profits or premiums; |
| 32. | Authorization to the Board of Directors to grant free shares to employees and/or certain corporate officers; |
| 33. | Authorization to the Board of Directors to grant share subscription and/or share purchase options to corporate officers and employees of the Company or companies of the group, entailing the waiver by shareholders of their preferential rights to subscribe for shares issued following the exercise of stock options; |
| 34. | Delegation of authority to the Board of Directors to decide on the issue of share subscription warrants, without shareholders' preemptive subscription rights, to the benefit of categories of persons; |
| 35. | Decision to be taken in application of article L. 225-248 of the French Commercial Code (shareholders' equity less than half the share capital); |
| 36. | Creation of a new article 23 " Censeur " (non-voting director); |
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On an ordinary basis
Translation for information purpose only
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, 2023)
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 31, 2023 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 105,287,770.62.
SECOND RESOLUTION (Approval of
the consolidated financial statements for the financial year ended December 31, 2023)
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 31, 2023 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, 2023)
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 105,287,770.62,
Resolves to wholly allocate this net accounting
loss of EUR 105,287,770.62 to the "Report Nouveau" account, bringing its debit amount to EUR 249,016,777.57.
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,
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 2023, 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.
Translation for information purpose only
FIFTH RESOLUTION (Approval of
the transfer of know-how and communication agreement signed on December 20, 2023 between the Company and its Deputy Chief Executive
Officer, Chief Scientific Officer and director of the Company, Mr. Pierre Broqua, 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, 2023, and approves the know-how transfer and communication agreement entered into
on December 20, 2023 between the Company and its Deputy Chief Executive Officer, Chief Scientific Officer and director, Mr. Pierre
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 31, 2023)
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 Chairman of the Board and Chief Executive Officer, contained therein, as presented in the Universal Registration Document including
the 2023 Annual Financial Report, Part 3, Section 3.5.1.6.
SEVENTH RESOLUTION (Amendment
to the compensation policy for Mr. Pierre Broqua in his capacity as Deputy Chief Executive Officer for the financial year ending
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, the change in the compensation
policy for the Deputy Chief Executive Officer approved by the General Meeting of shareholders of May 25, 2023, resulting from the
conclusion of the transfer of know-how and communication agreement referred to in the fifth resolution, as described in the Universal
Registration Document including the 2023 Annual Financial Report, part 3, section 3.5.1.3.
EIGHTH 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 31, 2023)
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