Cellectis S A : Report of the board of directors to the combined shareholders’ meeting - June 27, 2023

CELLECTIS

A corporation ("SA") with a share capital of 2,779,188.40 euros

Headquarters: 8, rue de la Croix Jarry - 75013 Paris

428 859 052 T.C.R. Paris

(the "Company")

REPORT OF THE BOARD OF DIRECTORS

TO THE COMBINED SHAREHOLDERS' MEETING

OF 27 JUNE 2023

Dear shareholders,

We submit for your approval resolutions that fall within the competence of both the ordinary and extraordinary general meeting.

You are thus called to vote on the following agenda:

Agenda under the competence of the ordinary general meeting

• management report of the Board of Directors including the report on corporate governance and presentation by the Board of the annual financial statements for the financial year ended 31 December 2022,
• reports of the auditors on the annual financial statements and the agreements referred to in Article L. 225-38 of the Commercial Code,
• approval of the annual financial statements for the financial year ended 31 December 2022,
• auditors' report on the consolidated financial statements for the financial year ended 31 December 2022,
• management report of the Group and presentation by the auditor of the annual financial statements for the financial year ended 31 December 2022,
• approval of the consolidated financial statements for the financial year ended 31 December 2022,
• appropriation of results for the financial year ended 31 December 2022,
• allocation of losses carried forward to the "share premium" account,
• review of the agreements considered in articles L. 225-38 et seq. of the Commercial Code,
• renewal of the appointment of Mr. Jean-Pierre Garnier,
• renewal of the appointment of Mr. Laurent Arthaud,
• renewal of the appointment of Mr. Pierre Bastid,
• renewal of the appointment of Mr. Rainer Boehm,

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• appointment of a new director (Mrs. Cécile Chartier),
• authorization to the Board of Directors to buy back shares of the Company,

Agenda under the competence of the extraordinary general meeting

• authorization to be granted to the Board of Directors to reduce the share capital by cancelling shares under the authorization for to buy back its own shares,
• amendment of the age limit applicable to the chairman of the board of directors - subsequent amendment of the articles of association,
• delegation of authority to be granted to the Board of Directors to increase the share capital immediately or in the future by issuing ordinary shares and/or any securities, with cancellation of shareholders' preferential subscription rights in favor of the European Investment Bank or of other entities that may succeed EIB, according to any finance agreement entered or to be entered,
• delegation of authority to be granted to the Board of Directors to increase the share capital immediately or in the future by issuing ordinary shares and/or any securities, with cancellation of shareholders' preferential subscription rights in favor of a category of persons meeting specified characteristics (investors with experience in the health or biotech sector),
• delegation of authority to be granted to the Board of Directors to increase the share capital immediately or in the future by issuing ordinary shares or any securities, with cancellation of shareholders' preferential subscription rights in favor of a category of persons meeting specified characteristics(credit institutions, investment services providers or members of an investment pool guaranteeing the completion of the considered issue),
• delegation of authority to be granted to the Board of Directors to increase the share capital immediately or in the future by issuing ordinary shares or any other securities, with cancellation of shareholders' preferential subscription rights in favor of a category of persons meeting specified characteristics(industrial companies, institutions or entities active in the health or biotechnology sector),
• delegation of authority to be granted to the Board of Directors to increase the capital by issuing ordinary shares or any other securities with cancellation of shareholders' preferential subscription rights in favor of a category of persons meeting specified characteristics in the framework of an equity or bond financing agreement,
• delegation of authority to be granted to the Board of Directors to decide on the issuance of ordinary shares to be issued immediately or in the future by the Company, with cancellation of the shareholders' preferential subscription rights, to the benefit of a category of persons meeting specified characteristics within the framework of an equity financing program on the American market known as "At-the-market" or "ATM",
• delegation of authority to be granted to the Board of Directors to immediately or in the future increase the share capital by issuing ordinary shares or any other securities giving access to the share capital, with the shareholders' preferential subscription rights maintained,
• delegation of authority to be granted to the Board of Directors to increase the capital immediately or in the future through the issue of ordinary shares or any securities, with cancellation of the shareholders' preferential subscription rights by way of a public offering (other than the offers referred to in paragraph 1° of Article L. 411-2of the French Monetary and Financial Code).
• delegation of authority to be granted to the Board of Directors to increase the capital immediately or in the future through the issue of ordinary shares or any securities, with cancellation of preferential subscription rights by way of an offering referred to in paragraph 1° of Article L. 411-2of the French Monetary and Financial Code.

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• delegation of authority to be granted to the Board of Directors to increase the amount of each of the issues with or without preferentialsubscription rights which will be decided pursuant to the above delegations.
• determination of the total amount of the capital increases that may be carried out under the aforementioned delegations (excluding the share capital increase with upholding of the shareholders' preferential subscription rights and the share capital increase in favor of the European
  Investment Bank or of other entities that may succeed EIB, according to any finance agreement entered or to be entered),
• delegation of authority to be granted to the board of directors to increase the capital by incorporation of premiums, reserves, profits or other,
• authorization to be granted to the Board of Directors to grant options to subscribe for or purchase ordinary sharesin the Company, entailing a waiver by the shareholders of their preferential subscription rights,
• authorization to be granted to the Board of Directors to proceed with free allocationsof ordinary shares of the Company, to the benefit of employees and/or corporate officers of the Company and its subsidiaries, entailing the waiver by the shareholders of their preferential subscription rights,
• determination of the total amount of the capital increases that may be carried out by virtue of the aforementioned authorization to grant options to subscribe for or purchase shares and the aforementioned authorization to grant free shares,
• delegation of authority to be granted to the Board of Directors for the purpose of carrying out a capital increase whose subscription will be reserved for members of a company savings plan established pursuant to Articles L. 3332-1 et seq. of the Labor Code.

1. MANAGEMENT REPORT ON THE ACTIVITIES OF THE COMPANY AND THE GROUP DURING THE FINANCIAL YEAR ENDING 31 DECEMBER 2022 - APPROPRIATION OF RESULTS - ALLOCATION OF LOSSES CARRIED FORWARD TO THE "SHARE PREMIUM" ACCOUNT - RELATED-PARTYAGREEMENT(first to fifth resolutions)

We invite you to refer to the management report and the report on the management of the group of the board of directors and to the reports of the auditors which have been made available to you in accordance with legal and regulatory requirements.

With regard to the progress of corporate affairs since the beginning of the current financial year, we invite you to refer to the management report of the Board of Directors.

Taking into account the allocation of the losses of the past fiscal year to the "retained earnings" account, the "retained earnings" account will be in debit in the amount of 123,795,863.50 euros at December 31, 2022. We also remind you that the « share premium » accounts amounts to 257,222,233 euros as of December 31, 2022.

We propose to charge all the losses recorded in the "retained earnings" account to the "share premium" account, which would thus be reduced to 133,426,369.50 euros. The "retained earnings" account would be completely cleared.

This allocation will enable the Company to improve the presentation of its balance sheet and will facilitate the obtaining of loans from credit institutions or grants from organizations subject to European regulations.

Indeed, given the debit amount of the "retained earnings" account and although the shareholders' equity is higher than half of the share capital, according to the criteria retained by these institutions, the Company has no capacity to obtain financing.

This proposal will therefore enable the Company to have an acceptable balance sheet according to the criteria retained by the entities subject to European law and to obtain financings.

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Regarding agreements mentioned in Articles L. 225-38 and seq. of the French Commercial Code

In accordance with Article L. 255-38 of the French Commerciaal Code, the Company's general meeting is asked to vote on one related-party agreemet signed by the Company during the year.

We entered into a transfer of receivables agreement with Bpifrance, to provide to Cellectis financing of 80% of the tax receivables due to Cellectis in connection with the research tax credit (Crédit Impôts Recherche). Pursuant to this agreement and according to market standards, Bpifrance advances 5,456,000 euros over the period from June 15, 2022 to June 15, 2023, with a fee to be charged to Cellectis of 0.40%.

1. COMPOSITION OF THE BOARD OF DIRECTORS

The Company's Board of Directors has currently ten members, seven of whom are independent according to the SEC and Nasdaq Rules (Mrs. Annick Schwebig, Messrs. Jean-Pierre Garnier, Laurent Arthaud, Pierre Bastid, Donald Bergstrom, Rainer Boehm, Hervé Hoppenot, and Axel-Sven Malkomes), Mr. André Choulika, Chief Executive Officer, and Mr. David Sourdive, Deputy Chief Executive Officer and EVP CMC and Manufacturing.

The terms of offices of Mrs. Annick Schwebig and Mr. Hervé Hoppenot expire at the close of this meeting. They each decided not to renew their respective appointment.

We propose the following composition of our board of directors:

Board members

Independence

Tax

Term of

residence

offices

SEC /

Middlenext

Nasdaq

Mr. Jean-Pierre Garnier

Chairman of the board of

X

X

United States

2023

directors (2020)

Mr. André Choulika

Director, CEO, Co-

France

2024

Founder (1999)

Mr. David Sourdive

Director (2000), Co-

founder, Executive Vice

France

2024

President, CMC and

Manufacturing

Mr. Laurent Arthaud

Director (2011), Member

of the Audit/Environmental

France

2023

& Social Responsibility

Committee

Mr. Pierre Bastid

Director (2011), Chairman

of the Audit/Environmental

X

Belgium

2023

& Social Responsibility

Committee

Mr. Donald A.

Bergstrom

X

X

United States

2025

Director (2022)

Mr. Rainer Boehm

Director (2017)

X

X

Switzerland

2023

Mr. Axel-Sven Malkomes

Director (2022)

Germany

2025

Mrs. Cécile Chartier

X

X

United States

to be

appointed

External mandates

Carrier Global Corp. (director)

Institut Pasteur (director)

MEDLIS (director), Mablink SAS

(director), Exeliom SAS (director),

Cell-Easy SAS (director)

Sparing Vision SAS (director), Kurma

Life Sciences (director), Calyxt, Inc.*

(director), Aledia (director),

Ribogenics, Inc. (director), Enyo

Pharma (director), ArgoBio (director)

D.C.T.V Center New-York (director), Carmat (director), Pharnext (director)

Fusion Pharmaceuticals (director)

Humanigen, Inc. (director), BioCopy AG (director), Berlin Cures AG (director), Omega Therapeutics (director)

* as of March 31, 2023, Cellectis owns 48.19% of Calyxt, Inc.

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The members of the Board of Directors have been selected with regard for the unique combination of their expertise, experience and other skills, which enables each one to make a valuable contribution to the Board of Directors. Thanks to their panel of skills, the members of the Board of Directors benefit from quality expertise and good practices in finance and administration, governance and compensation.

The preparation and follow-up work done by each director between meetings enables the Board of Directors to hold effective meetings and take informed and cautious decisions. Each director brings vital skills to the work of the Board of Directors that are essential to rise to the specific challenges facing the Company.

1. RENEWAL OF THE APPOINTEMENT OF OUTGOING DIRECTORS(sixth to nineth resolutions)

We therefore propose to renew the appointements as director of Messrs. Jean-Pierre Garnier, our Chairman, Laurent Arthaud, Pierre Bastid and Rainer Boehm, for a term of three (3) years expiring at the end of the ordinary annual general meeting of shareholders convened to vote on the financial statements for the financial year ending December 31, 2025.

Given the current appointement of Mr. Jean-Pierre Garnier proposed above, the age limit applicable to the chairman of the board of directors is reached. In this context and in order to allow the Company to benefit from the experience of Mr. Garnier who deeply understands the Company, we suggest you modifying the age limit applicable to the chairman of the board of directors for an increase from 75 to 80 years (thirtheenth resolution).

If this proposal is acceptable to you, Article 11.2 of the Company's articles of association would be amended accordingly.

1. APPOINTMENT OF NEW DIRECTOR(tenth resolution)

As indicated above, we propose to complete the Board of Directors and to appoint Mrs. Cécile Chartier as new director for a period of three (3) years expiring at the end of the annual ordinary general meeting of shareholders called to approve the accounts for the financial year ending 31 December 2025.

Mrs. Cécile Chartier

Mrs Cécile Chartier currently serves as chief scientific officer at Nextvivo, Inc. She is also the founder of Chartier Consulting, LLC.

Prior to his tenure at Nextvivo, Inc., Dr. Chartier was vice president of research at Iovance Biotherapeutics, Inc. where she headed the research and translational research departments. Prior to Iovance Biotherapeutics, Inc., Dr. Chartier directed the the target validations activities. She also worked Shering (US Berlex) and Transgène (France), where she focused on gene therapy.

Dr. Chartier obtained her PhD in molecular biology from the Université Louis Pasteur de Strasbourg, France and pursued a post-doctoral training at Harvard Medical School.

1. AUTHORIZATION TO THE BOARD OF DIRECTORS TO BUY BACK SHARES OF THE COMPANY(eleventh and

twelfth resolutions)

We propose that you renew the authorization granted to the Board of Directors for a period of eighteen (18) months by the General Meeting of June 28, 2022 to implement a share buyback program.

In the past, this share buyback program was used exclusively within the framework of a liquidity contract, meeting the objective of promoting the liquidity of the Company's shares by an investment services provider. The request we are submitting to you is to allow the implementation of such a liquidity contract, up to a limit of 10% of the share capital.

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