Full Press Release Details
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Anonyme with a Board of Directors
With a share capital
Registered Office: 50, Rue de Dijon, 21121 Daix
537 530 255 Trade and Companies Register of Dijon
to the Ordinary and Extraordinary General Meeting dated May 22, 2025
of INVENTIVA (the "Company") are informed that the ordinary and extraordinary general meeting (the "General
Meeting") will be held on May 22, 2025 at 9 a.m., at: H tel Villa M, 24-30, boulevard Pasteur - 75015
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
(Approval of the statutory financial statements for the financial year ended December 31, 2024)
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 31, 2024 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 126,612,491.29.
(Approval of the consolidated financial statements for the financial year ended December 31, 2024)
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 31, 2024 as presented, as well as the transactions reflected
in these accounts or summarized in these reports.
(Appropriation of profit/loss for the financial year ended December 31, 2024)
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 126,612,491.29,
to wholly allocate this net accounting loss of EUR 126,612,491.29 to the "Report Nouveau" account, bringing
its debit amount to EUR 375,629,268.86.
that no dividend has been distributed since the Company's incorporation.
(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 2024, 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.
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(Approval of the subscription agreement for royalty certificates issued by the Company signed on July 17, 2024 between the Company
and Biotechnology Value Fund Partners L.P., 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 for royalty certificates issued by the
Company entered into on July 17, 2024 between the Company and Biotechnology Value Fund Partners L.P. (acting on behalf of funds and
entities it manages) ("BVF").
(Approval of the subscription agreement for new shares and pre-funded warrants issued by the Company signed on October 17, 2024 between
the Company and Biotechnology Value Fund Partners L.P., 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, approves the subscription
agreement for new shares and pre-funded warrants issued by the Company entered into on October 17, 2024 between the Company and BVF.
(Approval of the transfer of know-how and communication agreement signed on December 11, 2024 between the Company and its Deputy
Chief Executive Officer, 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, approves the know-how transfer
and communication agreement entered into on December 11, 2024 between the Company and its Deputy Chief Executive Officer.
(Approval of the subscription agreement for new shares issued by the Company signed on December 13, 2024 between the Company and
Samsara BioCapital L.P., 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, approves the subscription
agreement for new shares issued by the Company entered into on December 13, 2024 between the Company and Samsara BioCapital L.P.
(Approval of the subscription agreement for pre-funded warrants issued by the Company signed on December 13, 2024 between the Company
and Samsara BioCapital L.P., 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, approves the subscription
agreement for pre-funded warrants issued by the Company entered into on December 13, 2024 between the Company and Samsara.
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(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, 2024 (from December 13, 2024))
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. Mark Pruzanski
in his capacity as Chairman of the Board of Directors (from December 13, 2024), contained therein, as presented in the Universal
Registration Document including the 2024 Annual Financial Report, Part 3, Section 3.5.1.5.
(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 until December 13, 2024 and as Chief Executive Officer from December 13,
2024 for the financial year ended December 31, 2024)
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