Inventiva : Report of the board of directors to the ordinary and extraordinary general meeting of shareholders of January 25th, 2023

Translation for information purpose only

INVENTIVA

Société anonyme with a Board of Directors With a share capital of EUR 421,341.69

Registered office: 50, Rue de Dijon, 21121 Daix, France 537 530 255 Trade and Companies Registry of Dijon

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REPORT OF THE BOARD OF DIRECTORS

TO THE ORDINARY AND EXTRAORDINARY GENERAL MEETING

OF SHAREHOLDERS OF JANUARY 25th, 2023

Madams and Sirs,

We have convened this General Meeting to submit for your approval decisions that fall within the competence of the Ordinary General Meeting, on the one hand, and the Extraordinary General Meeting, on the other hand.

The purpose of this report is to present the draft resolutions submitted by the Board of Directors to the General Meeting. It is intended to present the main points of the draft resolutions, in accordance with current regulations. It does not, therefore, claim to be exhaustive. Thus, it is essential that you read the text of the draft resolutions carefully before exercising your voting rights.

You are hereby called to rule on the following agenda:

AGENDA

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

Ordinary items

1. Ratification of the appointment (cooptation) of Ms. Lucy Lu to replace a resigning director;

Extraordinary items

1. 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;
2. 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;
3. 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;
4. 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;

Translation for information purpose only

1. 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;
2. 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;
3. 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;
4. 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;
5. 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;
6. 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;
7. Delegation of authority to the Board of Directors to increase the share capital of the Company by incorporating reserves, profits or premiums;
8. Authorization to the Board of Directors to grant free shares to employees and/or certain corporate officers;
9. 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;
10. 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;

Ordinary item

16. Power of attorney to accomplish the formalities.

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We propose to examine hereafter each of the above proposals submitted for your approval.

1. RATIFICATION OF THE APPOINTMENT (COOPTATION) OF MS. LUCY LU TO REPLACE A RESIGNING DIRECTOR (FIRST RESOLUTION)

The purpose of the first resolution is to ratify, in accordance with the provisions of article L.225-24 of the French Code de commerce, the appointment by cooptation made, on a provisional basis, on November 9th, 2022, of Ms. Lucy Lu, to replace the company Sofinnova Partners, a resigning director, for the remaining duration of the latter's term of office, i.e., until the end of the General Meeting called to rule on the financial statements for the fiscal year ended December 31st, 2023.

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Translation for information purpose only

2. FINANCIAL DELEGATIONS TO THE BOARD OF DIRECTORS (SECOND TO TWELVTH RESOLUTONS)

We propose that you renew, in advance, the current financial delegations granted to the Board of Directors by the extraordinary and ordinary general meeting dated May 19th, 2022.

These delegations would give the Board of Directors the authority to carry out various transactions on the share capital and thus to give the Company the necessary flexibility and reactivity to strengthen its capital base by implementing various financing options, without having to consult again the shareholders' general meeting.

The Company could thus have the necessary resources, as the case may be, by calling on markets in order to accelerate and complete its development programs.

In order to finance in whole or in part the NATiV3 Phase III clinical trial (the "NATiV3 Phase III") it is proposed, in the context of the General Meeting to be held on January 25th, 2023, to increase the maximum nominal amount of the overall capital increase under several of the existing financial delegations. The purpose of this increase is, in particular, to enable the Board of Directors to have sufficient financial authorizations, and to raise funds from investors in Europe and/or outside Europe (in particular in the United States), if it deems this necessary or useful (in a context of fluctuating share prices and a difficult financial environment in which non-dilutive transactions are not always possible). Other non-dilutive options are being evaluated in parallel by your Board to finance NATiV3 Phase III.

The Board specifies that in the event that an offer intended to be placed mainly outside France were to be made pursuant to the 3rd, 4th, 6th and 7th resolutions, current shareholders would likely be unable to participate in it given the characteristics and constraints specific to such an offer, in particular with regard to the form of the securities, the timetable of the offer and the investors concerned.

With regard to the increase in the maximum amount of the capital increase, we would like to point out that:

• The maximal global nominal amount of any share capital increase with shareholders' preemptive subscription rights that may be carried out pursuant to the delegation granted under the terms of the resolution 2 (with shareholders' preferential subscription right) hereunder is set at 1,000,000 euros, corresponding to 100,000,000 shares, representing approximately 237% of the share capital as of December 8th, 2022.
• The maximal global nominal amount of any share capital increase without shareholders' preemptive subscription rights that may be carried out pursuant to the delegations granted under the terms of the resolutions 3 (public offerings, excluding offers referred to in Article L.411-2-1° of the French Code monétaire et financier) and 6 (categories of beneficiaries) hereunder, is set at 1,000,000 euros (said cap would count towards the overall cap of 1,000,000 euros referred to above), corresponding to 100,000,000 shares, representing approximately 5237% of the share capital as of December 8th, 2022.
• The maximal global nominal amount of any capital increase without shareholders' preemptive subscription rights that may be carried out pursuant to the delegation granted under the terms of the resolution 4 (public offerings referred to in Article L.411-21° of the French Code monétaire et financier) hereunder, is set at 625,000 euros (said cap would count towards the overall cap of 1,000,000 euros referred to above), corresponding to 62,500,000 shares, representing approximately 148% of the share capital as of December 8th, 2022.
• The maximal global nominal amount of any capital increase without shareholders' preemptive subscription rights that may be carried out pursuant to the delegation granted under the terms of the resolution 7 (certain specific categories of beneficiaries meeting specific characteristics within the

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Translation for information purpose only

framework of an equity financing agreement on the US market called "At-the-market" or "ATM") hereunder, is set at 250,000 euros (said cap would count towards the overall cap of 1,000,000 euros referred to above), corresponding to 25,000,000 shares, representing approximately 59% of the share capital as of December 8th, 2022.

In order to be consistent with the new amount of share capital that would result from the implementation of the above-mentioned strategy to strengthen the equity capital for the financing of the NATiV3 Phase III, it is also proposed that :

• The maximal global nominal amount of any capital increase without shareholders' preemptive subscription rights that may be carried out pursuant to the delegation granted under the terms of the resolution 9 (public exchange offer initiated by the Company) hereunder, is set at 420,000 euros (said cap would count towards the overall cap of 1,000,000 euros referred to above), corresponding to 42,000,000 shares, representing approximately 100% of the share capital as of December 8th, 2022.

We also inform you that the maximum nominal amounts of the other proposed financial delegations would remain unchanged:

• The maximum global nominal amount of any share capital increase that may be carried out pursuant to the delegation granted under the terms of the resolution 11 (company savings plan (Plan d'Épargne d'Entreprise)) hereunder as regards the Company saving plan is set at 3,000 euros (said amount will count towards the overall cap of 1,000,000 euros referred to above), corresponding to 300,000 shares, representing approximately 0,71% of the share capital as of December 8th, 2022.
• The maximum global nominal amount of any share capital increase that may be carried out pursuant to the delegation granted under the terms of the resolution 12 (incorporating reserves, profits or premiums) hereunder as regards incorporation of reserves, profits or premiums, is set at 20,000 euros (said cap being independently fixed and distinct from the caps referred to above), corresponding to 2,000,000 shares, representing approximately 4,75% of the share capital as of December 8th, 2022.
• The maximum global nominal amount of debt securities that may be carried out pursuant to these delegations would be set at 150,000,000 euros.
• The delegations requested could not be used during the period of a public offering for the Company's shares.
• These delegations would put an end on the delegations, having the same object, granted previously,

All of these delegations would be granted for a period of twenty-six (26) months, with the exception of the delegations referred to in resolutions 6 and 7 (delegations for the purpose of increasing the share capital of the company by issuance of ordinary shares or securities giving access to ordinary shares of the Company, immediately or in the future, reserved for certain specific categories of beneficiaries, without shareholders' preemptive subscription rights), which would be granted for a period of eighteen (18) months, as well as the delegation referred to in the resolution 9 (authorization to issue ordinary shares), which would be granted for a period of eighteen (18) months if used in the context of resolution 6 or resolution 7.

The Board of Directors would have full powers, with the right to subdelegate such powers in accordance with French law, to implement the delegations granted to it. Should the Board of Directors use the delegations of authority thus granted, it would report thereon to the following ordinary general meeting, in accordance with the law and regulations.

You will read the reports prepared by the Statutory Auditor on these delegations and authorizations.

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Translation for information purpose only

We therefore propose that you review hereinafter each of the delegations and authorizations that you are being asked to grant your Board of Directors.

2.1. 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 ordinary shares of the Company, immediately or in the future, with shareholders' preemptive subscription rights maintained, up to the global limit of 1,000,000 euros (SECOND RESOLUTION);

This delegation would grant the Board of Directors, with the right to sub-delegate under the conditions provided by French law, the authority to proceed with, one or more issuances, in France and/or abord, in euros or in any other currency or currency units established by reference to several currencies, with maintenance of the shareholders' preemptive subscription rights, of ordinary shares of the Company and/or any securities giving access, immediately or in the future, to ordinary shares to be issued by the Company, including through the free allocation of share subscription warrants, which may be subscribed for either in cash or by offsetting against claims, in the amount and at the times it deems appropriate.

The shareholders shall have, proportionally to the amount of their shares, preemptive subscription rights over the ordinary shares and securities giving access to the share capital of the Company to be issued. The Board of Directors may grant shareholders excess subscription rights for ordinary shares or securities issued, to be exercised in proportion to their subscription rights and within the limit of their requests.

If the subscriptions on an irreducible basis and, as the case may be, on a reducible basis, do not absorb the entire issuance of shares or securities giving access to the share capital of the Company pursuant to this resolution, the Board of Directors may use the options provided by Article L. 225-134 of the French Code de commerce, in the order of its choice, or only some of them, and in particular the limitations of the issuance to the amount of subscriptions received, provided that such amount reaches at least three-quarters of the issuance decided upon, or decides to offer to the public all or part of the securities not subscribed.

The maximum nominal amount of the share capital increases that may be performed, pursuant to this resolution shall not exceed one million euros (EUR 1,000,000), consisting of 100,000,000 shares, representing approximately 237% of the share capital as of December 8th, 2022 and it being specified that the maximum nominal amount of the share capital increases that may be performed pursuant to this resolution and the resolutions 3 to 11 and 13 to 15 of this General Shareholders' Meeting, would be deducted from the common cap for capital increases that may be carried out under the resolutions presented to you. Added to this cap would be, as the case may be, the aggregate par value of any additional shares to be issued in order to preserve, in accordance with applicable laws, and, as the case may be, other contractual provisions that provide for other cases of adjustment, the rights of holders of securities giving access to the share capital of the Company.

Securities giving access, immediately or in the future, to ordinary shares to be issued by the Company may notably consist of debt securities or be associated with the issuance of such securities, or allow their issuance as intermediate securities. The debt securities issued pursuant to this resolution may take the form of subordinated or non-subordinated securities, for a fixed or indefinite term, and be issued in euros, or in any other currency or currency units established by reference to several currencies.

The maximum nominal amount of such debt securities that may be issued pursuant to this resolution shall not exceed one hundred and fifty million euros (EUR 150,000,000) (or the counter-value of this amount in another currency or in any currency units established by reference to several currencies). This amount is a global cap which applies to all of the debt securities whose issuance is provided for pursuant to this resolution and resolutions 3 to 10 of this General Shareholders' Meeting. This cap is independent from the debt securities whose issuance would be decided or authorized by the Board of Directors pursuant to Article L. 228-40 of the French Code de commerce.

This resolution entails the waiver of the shareholders' preemptive subscription rights over the ordinary shares of the Company to which any securities issued pursuant to this resolution may entitle them.

The Board of Directors will have full authority, with the right to sub-delegate under the conditions provided by French law, to implement this resolution.

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