INVENTIVA

Société Anonyme with a Board of Directors With a share capital of EUR 408,735.51 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 May 19, 2022

The shareholders of INVENTIVA are informed that the Ordinary and Extraordinary General Meeting will be held on May 19, 2022 at 2 p.m., at: Hôtel Oceania Le Jura - 14 avenue Foch - 21000 Dijon, France.

COVID-19 WARNING

In the context of the COVID-19 epidemic, the Company may have to modify the methods for participating in the General Meeting of May 19, 2022 depending on health and/or legal and regulatory requirements.

Consequently, shareholders are invited to regularly visit the section dedicated to the General Meeting on the Company's website (www.Inventivapharma.com) which could be updated to specify the final method of participation in this General Meeting.

In addition, considering the circulation of the COVID 19 virus, the Board of Directors calls for the utmost caution in this context and recommends that each shareholder give preference to voting remotely or by proxy to the Chairman rather than being physically present.

The Company has taken all measures to facilitate remote voting so that shareholders can also vote without physically participating in the General Meeting by remote voting means (postal vote or proxy), using the voting form provided for this purpose, available on Inventiva's website (www.Inventivapharma.com, in the Investor's Section, subsection documentation - General Meetings) or via Internet on the secured voting plateform Votaccess.

If you have questions related to the General Meeting, our Investor Relations team can be contacted by email:inventiva@brunswickgroup.com.

The Ordinary and Extraordinary General Meeting will have to deliberate on the following agenda:

Agenda

Reading of the reports of the Board of Directors and the Statutory Auditors ;

Ordinary items

  • 1. Approval of the statutory financial statements for the financial year ended December 31st, 2021;

  • 2. Approval of the consolidated financial statements for the financial year ended December 31st, 2021;

  • 3. Appropriation of profit/loss for the financial year ended December 31st, 2021;

  • 4. Approval of the expenses and charges referred to in Article 39(4) of the French General Tax Code;

  • 5. Related-party agreements;

  • 6. Final approval of the fixed and variable compensation paid or awarded to Mr. Frédéric Cren in his capacity as Chairman of the Board of Directors and Chief Executive Officer for the financial year ended December

    31st, 2021;

  • 7. 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, 2021;

  • 8. 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;

  • 9. Approval of the compensation policy for Mr. Frédéric Cren in his capacity as Chairman of the Board of Directors and Chief Executive Officer;

  • 10. Approval of the compensation policy for Mr. Pierre Broqua in his capacity as Deputy Chief Executive Officer;

  • 11. Approval of the compensation policy of the Company's directors;

  • 12. Ratification of the appointment (cooptation) of Ms. Martine Zimmermann to replace a resigning Director;

  • 13. Renewal of the director's mandate of Mr. Frédéric Cren;

  • 14. Renewal of the Director's mandate of Mr. Pierre Broqua;

  • 15. Appointment of the company Sofia BV, represented by Mr. Chris Buyse, as Director of the Company;

  • 16. Renewal of the Director's mandate of the company CELL+, represented by Ms. Annick Schwebig;

  • 17. Renewal of the Director's mandate of Ms. Martine Zimmermann;

  • 18. Renewal of the Director's mandate of Mr. Heinz Maeusli;

  • 19. Authorization granted to the Board of Directors to buyback the Company's shares;

Extraordinary items

  • 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 monétaire 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 monétaire et financier;

  • 24. Authorization 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 of 10% of the share capital;

  • 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 US 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 up to a maximum of 10% of the share capital, 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. Amendment of Article 15 of the Company's Articles of Association to allow for a staggered renewal of the Directors' mandates;

On an ordinary basis

36. Power for formalities.

DRAFT TEXT OF RESOLUTIONS

TO BE SUBMITTED TO THE VOTE

OF THE ORDINARY AND EXTRAORDINARY GENERAL MEETING

OF MAY 19TH, 2022

ORDINARY RESOLUTIONS

FIRST RESOLUTION (Approval of the statutory financial statements for the financial year ended December 31st, 2021)

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 31st, 2021 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 47,467,164.92.

SECOND RESOLUTION (Approval of the consolidated financial statements for the financial year ended December 31st, 2021)

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 31st, 2021 as presented, as well as the transactions reflected in these accounts or summarized in these reports.

THIRD RESOLUTION (Appropriation of profit/loss for the financial year ended December 31st, 2021)

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 47,467,164.92,

Resolves to wholly allocate this net accounting loss of EUR 47,467,164.92 to the "Report à Nouveau" account, bringing its debit amount to EUR 79,261,921.44.

Notes that no dividend has been distributed since the Company's incorporation.

FOURTH RESOLUTION (Approval of the expanses 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,

Approves the non-deductible expanses and charges for tax purposes, referred to in Article 39, paragraph 4 of the said Code, which amount to EUR 9,030 for the financial year 2021, 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.

FIFTH 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,

Approves this report and acknowledges prior such agreements which performance has been pursed during the financial year ended December 31st, 2021.

SIXTH RESOLUTION (Final approval of the fixed and variable compensation paid or awarded to Mr. Frédéric Cren in his capacity as Chairman of the Board of Directors and Chief Executive Officer for the financial year ended December 31st, 2021)

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. Frédéric Chen in his capacity as Chairman of the Board and Chief Executive Officer, contained therein, as presented in the Universal Registration Document including the 2021 Annual Financial Report, Part 3, Section 3.5.1.5.

SEVENTH 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, 2021)

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 Chief Executive Officer, contained therein, as presented in the Universal Registration Document including the 2021 Annual Financial Report, Part 3, Section 3.5.1.5.

EIGHTH 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,

Approves, 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 2021 Annual Financial Report, Part 3, Section 3.5.1.6.

NINETH RESOLUTION (Approval of the compensation policy for Mr. Frédéric 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 officers,

Approves, pursuant to article L.22-10-8 II. of the French Commercial Code, the compensation policy of the Chairman of the Board and Chief Executive Officer, Mr. Frédéric Cren, including the policy common to all

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Inventiva SA published this content on 11 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 April 2022 15:00:16 UTC.