Cellectis S A : Statutory auditors’ report on the issue 27th resolution - AGM June 28, 2024

JMH CONSEIL

ERNST & YOUNG et Autres

This is a translation into English of a report issued in French and it is provided solely for the convenience of English-speaking users.

This report should be read in conjunction with and construed in accordance with French law and professional auditing standards applicable in France.

Cellectis

Combined Annual General Meeting of June 28, 2024

Twenty-seventh resolution

Statutory auditors' report on the allocation of free existing shares or free shares to be issued

JMH CONSEIL	ERNST & YOUNG et Autres
65, rue Alexandre Dumas	14, rue du Vieux Faubourg
75020 Paris	59042 Lille cedex
S.A.R.L. au capital de € 50 000	S.A.S. à capital variable
330 686 635 R.C.S. Paris	438 476 913 R.C.S. Nanterre
Commissaire aux Comptes	Commissaire aux Comptes
Membre de la compagnie	Membre de la compagnie
régionale de Paris	régionale de Versailles et du Centre

Cellectis

Combined Annual General Meeting of June 28, 2024

Twenty-seventh resolution

Statutory auditors' report on the allocation of free existing shares or free shares to be issued

To the Annual General Meeting of Cellectis,

In our capacity as statutory auditors of your Company and in compliance with Article L. 225-197-1 of the French Commercial Code (Code de commerce), we hereby report on the proposed allocation of free existing shares or free shares to be issued, reserved for employees of your Company, or for certain categories thereof, and/or for the corporate officers of your Company who meet the conditions set by Article L. 225-197-1, II of the French Commercial Code (Code de commerce), as well as for employees of companies or economic interest groups in which your Company holds, either directly or indirectly, at least 10% of the share capital or of the voting rights on the date of the allocation of the relevant shares, an operation upon which you are called to vote.

The total number of ordinary shares likely to be granted under this authorization may not exceed 6,307,288, with a nominal value of € 0.05, it being specified that the number of shares that may be allocated under this authorization will be charged against the limit set out in the twenty-eighth resolution.

Your Board of Directors proposes that, on the basis of its report, it be authorized for a period of twelve months to allocate free existing shares or free shares to be issued.

It is the responsibility of the Board of Directors to prepare a report on the operation it wishes to proceed with. Our role is to report on any matters relating to the information regarding the proposed operation.

We have performed those procedures which we considered necessary in accordance with the professional guidance issued by the French Institute of Statutory Auditors (Compagnie nationale des commissaires aux comptes) for this type of engagement. These procedures consisted in verifying whether the proposed methods described in the Board of Directors' report comply with the legal provisions governing such operations.

We have no matters to report regarding the information provided in the Board of Directors' report relating to the proposed allocation of free shares.

Paris and Lille, May 30, 2024

The Statutory Auditors

French original signed by

JMH CONSEIL

ERNST & YOUNG et Autres

Vincent Corrège

Sandrine Ledez

Cellectis

2