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Anonyme with a Board of Directors
With a share capital
50, Rue de Dijon, 21121 Daix
and Companies Register of Dijon
of meeting to the Ordinary and Extraordinary General Meeting dated June 30, 2026
of INVENTIVA (the "Company") are informed that the ordinary and extraordinary general meeting (the "General
Meeting") will be held on June 30, 2026, at 2 p.m., at: H tel Villa M, 24-30, boulevard Pasteur - 75015
will be broadcasted live on the Company's website https://inventivapharma.com/fr/investisseurs/assemblees-generales/.
Extraordinary General Meeting will have to deliberate on the following agenda:
reports of the Board of Directors and KPMG S.A. (the "Statutory Auditors");
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AND EXTRAORDINARY GENERAL MEETING
ORDINARY RESOLUTIONS
(Approval of the statutory financial statements for the financial year ended December 31, 2025)
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 and the general report of the Statutory Auditors on the annual statutory financial statements,
the financial statements for the financial year ended December 31, 2025 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 207,965,630.56.
(Approval of the consolidated financial statements for the financial year ended December 31, 2025)
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 and the general report of the Statutory Auditors on the consolidated financial statements,
the consolidated financial statements for the financial year ended December 31, 2025 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, 2025)
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,
that the annual financial statements showed a net accounting loss of EUR 207,965,630.56,
to wholly allocate this net accounting loss of EUR 207,965,630.56 to the "Report Nouveau" account, bringing
its debit amount to EUR 583,594,899.42.
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 6,276 for the financial year 2025, 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 signed on May 2, 2025 between the Company and Samsara BioCapital L.P., for new shares with
warrants issued by the Company, 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
signed on May 2, 2025 between the Company and Samsara BioCapital L.P., for new shares with warrants issued by the Company.
(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, 2025)
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. Mark
Pruzanski in his capacity as Chairman of the Board of Directors, contained therein, as presented in the Universal Registration Document
including the 2025 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 Chief
Executive Officer until September 30, 2025 for the financial year ended December 31, 2025)
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 Chief Executive Officer until September 30, 2025, contained therein, as presented in the Universal Registration
Document including the 2025 Annual Financial Report, Part 3, Section 3.5.1.5.
(Final approval of the fixed and variable compensation paid or awarded to Mr. Andrew Obenshain in his capacity as Chief Executive
Officer from October 1, 2025 for the financial year ended December 31, 2025)
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. Andrew
Obenshain in his capacity as Chief Executive Officer from October 1, 2025, contained therein, as presented in the Universal Registration
Document including the Annual Financial Report, Part 3, Section 3.5.1.5.
Translation for information purpose only
(Final approval of the fixed and variable compensation paid or awarded to Mr. Pierre Broqua in his capacity as Deputy Chief Executive
Officer until June 30, 2025 for the financial year ended December 31, 2025)
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 until June 30, 2025, contained therein, as presented in the Universal Registration
Document including the 2025 Annual Financial Report, Part 3, Section 3.5.1.5.
(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 L.22-10-9 I. of the French
Commercial Code, contained therein, as presented in the Universal Registration Document including the 2025 Annual Financial Report, Part 3,
RESOLUTION (Approval of the compensation policy for Mr. Mark Pruzanski in his capacity as Chairman of the Board of Directors)
The General Meeting,