Cellectis S A : Shareholder’s General Meeting Notice - June 27, 2023

Non binding, unofficial English translation for information purposes only.

Original in French.

CELLECTIS

A French limited liability company (société anonyme) with share capital of € 2,779,188.40

Registered Office: 8, rue de la Croix Jarry - 75013 Paris Paris Trade and Companies Register No. 428 859 052

(the "Company")

COMBINED SHAREHOLDERS' MEETING

OF JUNE 27, 2023

AGENDA

The shareholders are hereby informed that they are convened to the combined general meeting to be held on June 27, 2023at 2:30 p.m. at the Biopark auditorium, 11 rue Watt, 4th floor, 75013 Paris, France, for the purpose of considering 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 December 31, 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 December 31, 2022,
• auditors' report on the consolidated financial statements for the financial year ended December 31, 2022,
• management report of the Group and presentation by the auditor of the annual financial statements for the financial year ended December 31, 2022,
• approval of the consolidated financial statements for the financial year ended December 31, 2022,
• appropriation of results for the financial year ended December 31, 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 Cecile 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 Bankor of other entities that may succeed EIB, according to any finance agreement entered or 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 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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Non binding, unofficial English translation for information purposes only.

Original in French.

• 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),
• 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.

First resolution

Approval of the annual financial statements for the financial year ended December 31, 2022

The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,

having reviewed the management report of the Board of Directors including the corporate governance report for the year ended December 31, 2022 and the statutory auditors' report on the annual financial statements and corporate governance,

approves the annual financial statements for the year ended December 31, 2022, resulting in a loss of 123,795,863.50 euros, as presented to it, as well as the transactions reflected in such financial statements and summarized in said reports,

notes that the accounts do not show any expenses and charges referred to in Article 39-4 of the General Tax Code, nor any excess depreciation.

Second resolution

Approval of the consolidated financial statements for the financial year ended December 31, 2022

The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,

having read the report on the management of the group during the financial year ending December 31, 2022 and on the consolidated financial statements for that year, as well as the auditors' report on the said financial statements,

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approves the annual financial statements for the year ended December 31, 2022, resulting in a loss of 114,034,000 US dollars as presented to it, as well as the transactions reflected in such financial statements and summarized in said reports.

Third resolution

Appropriation of results for the financial year ended December 31, 2022

The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,

having reviewed the management report of the Board of Directors,

noting that the loss for the financial year ending December 31, 2022 amounts to the sum of 123,795,863.50 euros,

resolves to allocate said loss to the debit "retained earnings" account, which will thus amount to the sum of 123,795,863.50 euros.

In accordance with Article 243 bis of the General Tax Code, it is recalled that no dividend has been distributed for the last three financial years.

Fourth resolution

Allocation of losses carried forward to the "share premium" account,

The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,

having reviewed the management report of the Board of Directors,

noting that the " retained earnings" account amounts to 123,795,863.50 euros after allocation of the losses for the financial year ending December 31, 2022, and that the "share premium" account amounts to 257,222,233 euros as of December 31, 2022,

decides to charge all the losses recorded in the "retained earnings" account to the "share premium" account, which is thus reduced to 133,426,369.50 euros

notes that as a result the "retained earnings" account is completely cleared.

Fifth resolution

Review of the agreements considered in articles L. 225-38 et seq. of the Commercial Code

The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,

having reviewed the auditors' special report,

approves the agreement for the assignment and the financing of receivables held against the Treasury arising from French R&D Credits, entered into between Bpifrance and Cellectis S.A. on May 24, 2022, described in the auditor's special report, the conclusion of which was approved by the Board of Directors at its meeting held on May 24, 2022.

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Sixth resolution

Renewal of the appointment of Mr. Jean-Pierre Garnier

The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,

having reviewed the report of the Board of Directors,

notes that the term of office as Director of Mr. Jean-Pierre Garnier is due to expire at the close of this General Meeting,

resolves to renew the terms of office of Mr. Jean-Pierre Garnier for a term of three (3) years due to expire at the end of the annual ordinary general meeting of shareholders called to approve the accounts for the financial year ending December 31, 2025.

Mr. Jean-Pierre Garnier has already accepted the renewal of his appointment.

Seventh resolution

Renewal of the appointment of Mr. Laurent Arthaud

The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,

having reviewed the report of the Board of Directors,

notes that the term of office as Director of Mr. Laurent Arthaud is due to expire at the close of this General Meeting,

resolves to renew the terms of office of Mr. Laurent Arthaud for a term of three (3) years due to expire at the end of the annual ordinary general meeting of shareholders called to approve the accounts for the financial year ending December 31, 2025.

Mr. Laurent Arthaud has already accepted the renewal of his appointment.

Eighth resolution

Renewal of the appointment of Mr. Pierre Bastid

The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,

having reviewed the report of the Board of Directors,

notes that the term of office as Director of Mr. Pierre Bastid is due to expire at the close of this General Meeting,

resolves to renew the terms of office of Mr. Pierre Bastid for a term of three (3) years due to expire at the end of the annual ordinary general meeting of shareholders called to approve the accounts for the financial year ending December 31, 2025.

Mr. Pierre Bastid has already accepted the renewal of his appointment.

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