Cellectis S A : Statutory auditors’ report on the issue 29th 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-ninth resolution

Statutory auditors' report on the capital increase reserved for employees who are members of a company savings scheme

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-ninth resolution

Statutory auditors' report on the capital increase reserved for employees who are members of a company savings scheme

To the Annual General Meeting of Cellectis,

In our capacity as statutory auditors of your Company and in compliance with Articles L. 225-135et seq. of the French Commercial Code (Code de commerce), we hereby report on the proposal to authorize your Board of Directors to decide whether to proceed with a capital increase by the issue of ordinary shares with cancellation of preferential subscription rights reserved, either directly or through a company mutual fund, to the members of a company savings scheme as provided for in Articles

L. 3332-1et seq. of the French Labor Code (Code du travail), and which would be opened to employees of your Company and its affiliates within the meaning of Article L. 225-180 of the French Commercial Code (Code de commerce) and of Article L. 3334-1 of the French Labor Code (Code du travail) and who, in addition, meet the conditions that may be set by the Board of Directors (the "Group Employees"), for a maximum amount of € 149,930, operation upon which you are called to vote.

This capital increase is submitted for your approval in accordance with Articles L. 225-129-6 of the French Commercial Code (Code de commerce) and L. 3332-18et seq. of the French Labor Code (Code du travail).

Your Board of Directors proposes that, on the basis of its report, it be authorized for a period of eighteen months to decide on whether to proceed with a capital increase and to cancel your preferential subscription rights to the shares to be issued. If applicable, it shall determine the final conditions of this operation.

It is the responsibility of the Board of Directors to prepare a report in accordance with Articles

1. 225-113and R. 225-114 of the French Commercial Code (Code de commerce). Our role is to report on the fairness of the financial information taken from the financial statements, on the proposed cancellation of preferential subscription rights and on other information relating to the share issue provided in this report.

We have performed those procedures which we considered necessary to comply 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 the information provided in the Board of Directors' report relating to this operation and the methods used to determine the issue price of the shares.

We have the following matter to report on the Board of Directors' report:

Regarding the terms and conditions applied for setting the issue price, this report refers to the provisions of Article L. 3332-20 of the French Labor Code (Code du travail) without specifying which of the two methods provided in this Article will be used.

Moreover, as the final conditions for the capital increase have not yet been determined, we cannot report on these conditions and, consequently, on the cancellation of preferential subscription rights proposed to you.

In accordance with Article R. 225-116 of the French Commercial Code (Code de commerce), we will issue a supplementary report, if necessary, when your Board of Directors has exercised this authorization.

Paris and Lille, May 30, 2024

The Statutory Auditors

French original signed by

JMH CONSEIL

ERNST & YOUNG et Autres

Vincent Corrège

Sandrine Ledez

Cellectis

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