Cellectis S A : Notice of Meeting - Combined General Meeting of Shareholders - June 25, 2026

About this update from Cellectis S.a.

CELLECTIS A corporation ("SA") with a share capital of 5,029,549.70 euros Registered office : 8, rue de la Croix Jarry - 75013 Paris 428 859 052 T.C.R. Paris (the " Company ") NOTICE OF MEETING COMBINED GENERAL MEETING OF SHAREHOLDERS OF J UNE 25, 2026 The shareholders are hereby informed that they are convened to the combined general meeting to be held on June 25, 2026 at 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, 2025, reports of the auditors on the annual financial statements and the agreements referred to in Article L. 225-38 of the French Commercial Code, auditors' report on the consolidated financial statements for the financial year ended December 31, 2025, management report of the Group and presentation by the Board of the consolidated financial statements for the financial year ended December 31, 2025, approval of the annual financial statements for the financial year ended December 31, 2025, approval of the consolidated financial statements for the financial year ended December 31, 2025, allocation of the results for the financial year ended December 31, 2025, allocation of losses carried forward to the "share premium" account, review of the agreements considered in articles L. 225-38 et seq. of the French Commercial Code, renewal of the appointment of Mr. Jean-Pierre Garnier as a member of the Board of Directors, renewal of the appointment of Mr. Laurent Arthaud as a member of the Board of Directors, renewal of the appointment of Mr. Rainer Boehm as a member of the Board of Directors, renewal of the appointment of Ms. Cécile Chartier as a member of the Board of Directors, 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 to buy back its own shares, 1 EUI-3401595361v11 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 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 share 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 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 (multilateral or national development bank or other institution participating in the financing and support of companies in the context of promoting innovation in the health and life sciences sectors), delegation of authority to be granted to the Board of Directors to decide on the issue of ordinary shares to be issued immediately or in the future by the Company, with cancellation of shareholders' preferential subscription rights in favor of a category of persons meeting specified characteristics in 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 increase the capital, within the limit of 30% of the capital, by issuing ordinary shares and/or any securities with cancellation of shareholders' preferential subscription rights in favor of specifically designated persons - delegation to the Board of Directors of the power to designate them, 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 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 share 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. 411-2 of the French Monetary and Financial Code), delegation of authority to be granted to the Board of Directors to increase the share 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 an offer referred to in paragraph 1° of Article L. 411-2 of the French Monetary and Financial Code, delegation of authority to be granted to the Board of Directors to increase the number of shares to be issued in the event of a capital increase with or without preferential subscription rights, overall limitations on the amount of issues made under the Thirteenth resolution to the Twenty-Third resolution, delegation of authority to be granted to the Board of Directors to increase the share 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 shares in 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 allocations of 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, amendment of Article 18 of the Bylaws relating to general meetings in order to comply with new legislative and regulatory provisions, delegation of authority to be granted to the Board of Directors to proceed with an increase in the share capital, the subscription of which would be reserved for the 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, 2025 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, 2025, and the statutory auditors' report on the annual financial statements and corporate governance, approves the annual financial statements for the year ended December 31, 2025, resulting in a loss of 61,849,605 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, 2025 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, 2025, and on the consolidated financial statements for that year, as well as the auditors' report on the said financial statements, approves the annual financial statements for the year ended December 31, 2025, resulting in a loss of 67,592,758 US dollars as presented to it, as well as the transactions reflected in such financial statements and summarized in said reports. Third resolution Allocation of the results for the financial year ended December 31, 2025 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, 2025, amounts to 61,849,605 euros, resolves to allocate said loss to the "retained earnings" account, which, as a result, will be negative up to this amount. In accordance with Article 243 bis of the French 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 negatively amounts to 61,849,605 euros after allocation of the losses for the financial year ending December 31, 2025, and that the "share premium" account amounts to 194,582,155.02 euros as of December 31, 2025, decides to charge all the losses recorded in the "retained earnings" account to the "share premium" account, which is thus reduced to 132,732,550.02 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 French 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 renewal of the selling and financing agreements entered into with Bpifrance, under which Bpifrance finances the Company's claim against the French Treasury in respect of the Research Tax Credit until October 15, 2026, the conclusion of which was authorized by the Board of Directors at its meeting of December 2024. Sixth resolution Renewal of the appointment of Mr. Jean-Pierre Garnier as a member of the Board of Directors 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, 2028. Mr. Jean-Pierre Garnier has already accepted the renewal of his appointment. Seventh resolution Renewal of the appointment of Mr. Laurent Arthaud as a member of the Board of Directors 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, 2028. Mr. Laurent Arthaud has already accepted the renewal of his appointment. Eighth resolution Renewal of the appointment of Mr. Rainer Boehm as a member of the Board of Directors 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. Rainer Boehm is due to expire at the close of this General Meeting, resolves to renew the terms of office of Mr. Rainer Boehm 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, 2028. Mr. Rainer Boehm has already accepted the renewal of his appointment. Ninth resolution Renewal of the appointment of Ms. Cécile Chartier as a member of the Board of Directors 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 Ms. Cécile Chartier is due to expire at the close of this General Meeting, resolves to renew the terms of office of Ms. Cécile Chartier 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, 2028. Ms. Cécile Chartier has already accepted the renewal of her appointment. Tenth resolution Authorization to the Board of Directors to buy back shares of the Company The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings, having reviewed the report of the Board of Directors, authorizes the Board of Directors to acquire shares in the Company under the conditions set out in Articles L. 22-10-62 et seq. of the French Commercial Code, resolves that the acquisition, sale or transfer of these shares may be carried out by any means, on one or more occasions, in particular on the market or over-the-counter, including by acquisition or sale of blocks, public offers, using option or derivative mechanisms, under the conditions provided for by the market authorities and in compliance with the applicable regulations, resolves that the authorization may be used in order: to ensure the liquidity of the Company's shares under a liquidity agreement entered into with an investment services provider, in accordance with the market practice accepted by the financial markets' authority with regard to share liquidity agreements, to honor obligations related to stock option programs, free share grants, employee savings schemes or other share allocations to employees and managers of the Company or its affiliates, to deliver shares on the exercise of rights attached to securities giving access to the capital, to purchase shares to be held and subsequently remitted in exchange or as payment market in the context of possible external growth transactions, to cancel some or all of the shares so repurchased, more generally, to operate for any purpose which may be authorized by law or any market practice which may be permitted by the market authorities, it being specified that in such a case the Company will inform its shareholders by means of a press release, resolves to set the maximum unit purchase price per share (excluding fees and commissions) at 10 euros, with an overall ceiling of 10,000,000 euros, it being specified that this purchase price will be subject to any adjustments which may be necessary to take into account transactions affecting the share capital (in particular in the event of the incorporation of reserves and the free allocation of shares, share splits or reverse splits) which may occur during the period of validity of this authorization, notes that the maximum number of shares which may be purchased pursuant to this resolution may not at any time exceed 10% of the total number of shares comprising the share capital at any time, it being specified that (i) when the shares are acquired for the purpose of promoting the liquidity of the Company's shares, the number of shares taken into account for the calculation of this limit will correspond to the number of shares purchased less the number of shares resold during the term of the authorization and (ii) when the shares are to be retained and subsequently remitted in payment or exchange in connection with a merger, demerger or contribution, the number of shares acquired may not exceed 5% of the total number of shares, grants all powers to the Board of Directors, with the right to sub-delegate under the conditions provided for by law, to implement this authorization, to place all stock market orders, to conclude all agreements under the conditions permitted by law, to carry out all formalities, procedures and declarations with the financial markets authority and all other competent bodies and, in general, to do whatever is necessary. This authorization is granted for a period of eighteen (18) months as from the present Meeting and terminates any previous authorization having the same purpose. Eleventh resolution Authorization to be granted to the Board of Directors to reduce the share capital by cancelling shares under the authorization to buy back its own shares The General Meeting, voting under the quorum and majority conditions required for extraordinary general meetings, having reviewed the report of the Board of Directors and the Statutory Auditors' special report, authorizes the Board of Directors, in accordance with Article L. 22-10-62 of the French Commercial Code, to cancel on one or more occasions up to a maximum limit of 10% of the amount of the share capital per twenty-four (24) month period all or part of the shares acquired by the Company and to reduce the share capital accordingly, it being specified that this limit applies to an amount of share capital which will, if applicable, be adjusted to take into account any transactions affecting it subsequent to the date of this Meeting, resolves that any excess of the purchase price of the shares over their nominal value will be charged to the share, merger or contribution premium account or to any available reserve account, including the legal reserve, provided that this does not become less than 10% of the capital reduction performed, grants all powers to the Board of Directors, with the right to sub-delegate under the conditions provided for by law, to carry out all acts, formalities or declarations with a view to finalizing the capital reductions that may be carried out by virtue of the present authorization and to amend the Company's Bylaws accordingly, This authorization is granted for a period of eighteen (18) months as from the present Meeting and terminates any previous authorization having the same purpose. Twelfth resolution Amendment of the age limit applicable to the chairman of the board of directors - subsequent amendment of the articles of association The General Meeting, ruling under the conditions of quorum and majority required for extraordinary general meetings, having considered the report of the board of directors, resolved to amend the age limit applicable to the chairman of the board of directors in order to bring it from 80 to 85 years and as a consequence to amend (ii) the last paragraph of article 11.2. of the articles of association as follows: "The Chairman of the Board cannot be more than 85 years old. If the Chairman reaches this age limit during his term of office as Chairman, he shall automatically be deemed to have resigned at the end of the current office. Subject to this provision, the Chairman of the Board is always eligible for reappointment." Thirteenth resolution 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) The General Meeting, voting under the quorum and majority conditions required for extraordinary general meetings, having reviewed the report of the Board of Directors and the Statutory Auditors' report, in accordance with the provisions of the French Commercial Code and, in particular, Articles L. 22-10-49, L. 225-12-2, L. 225-135, L. 225-138 and L. 228-91 et seq., delegates to the Board of Directors, with the right to subdelegate under the legal conditions, its authority to decide, on one or more occasions, in the proportions and at the times it sees fit, both in France and abroad, the issue of ordinary shares of the Company as well as any securities giving access to equity securities (including, in particular, share subscription warrants or share issue warrants), or giving right to the allocation of debt securities, said shares or other securities may be issued in euros, in a foreign currency or in any monetary currency or in any monetary units established by reference to several currencies, at the discretion of the Board of Directors, resolves that the securities so issued may consist of debt securities, be associated with the issue of such securities or permit the issue of such securities as intermediated securities, resolves that the total nominal amount of the capital increases that may be carried out, immediately or in the future by virtue of this resolution, is set at 2,514,775 euros (representing 50% of the Company's share capital as at the date when this General Meeting was convened), or its equivalent in foreign currency, to which shall be added, if applicable, the nominal value of additional shares or securities to be issued, if any, in order to preserve, in accordance with the law and, as the case may be, the applicable contractual provisions, the rights of the holders of securities and other rights giving access to the capital, resolves that this amount will be deducted from the overall ceiling referred to in the Twenty-fourth resolution below, resolves that the total nominal amount of the issues of debt securities giving access to the capital which may be realized in this way may not exceed 300,000,000 euros (or the equivalent value of this amount in the case of an issue in another currency), it being specified that: this amount will be increased, if applicable, by any redemption premium above par, this amount will be deducted from the overall ceiling referred to in the Twenty-fourth resolution below, this ceiling does not apply to the debt securities referred to in Articles L. 228-40, L. 228-36-A and L. 228-92 paragraph 3 of the French Commercial Code, the issue of which are decided or authorized by the Board of Directors under the conditions provided for in Article L. 228-40 of the French Commercial Code, or in other cases, under the conditions determined by the Company in accordance with the provisions of Article L. 228-36- A of the French Commercial Code, resolves to cancel the shareholders' preferential subscription rights to the Company's ordinary shares and/or any securities and/or debt securities to be issued in favor of one or various beneficiaries of the following category of persons: - natural or legal persons (including any companies), trusts, and investment funds, or other investment vehicles of whatever form (including, without limitation, any investment fund or venture capital company, in particular any FPCI, FCPI or FIP), whether or not they are shareholders of the Company, who habitually invest or have invested (including, where applicable, in the form of loans or debt securities, whether convertible or not), at least 5 million euros over the last 36 months in the health or biotechnology sector, specifies , insofar as necessary, that pursuant to Article L. 225-132 of the French Commercial Code, the decision to issue securities giving access to the capital also entails the waiver by the shareholders of their preferential subscription right to the equity securities to which the securities issued will give entitlement, resolves that the sum received, or to be received, by the Company for each of the shares issued within the framework of the aforementioned delegation shall be at least equal to the nominal value of the said shares on the date of issue, and resolves furthermore that the issue price of the new shares which may be issued by virtue of this delegation shall be at least equal to the average price of a share on the Euronext Growth market (or in the event of failure to list on this market, on any other market on which the Company's shares are then listed), weighted by volumes, during the last three trading sessions prior to the setting of the issue price (the "3-day VWAP"), possibly reduced by a maximum discount of 15%, taking into account, if applicable, the date of dividend entitlement; and being specified that (i) in the event of the issue of securities giving access to the share capital, the issue price of the ordinary shares which may be issued as a result of their exercise, conversion or exchange of such securities may be set, at the Board's discretion, by reference to a calculation formula defined by the Board and applicable after the issue of such securities (e.g. upon their exercise, conversion or exchange), in which case the aforementioned maximum discount may be assessed, if the Board deems it appropriate, on the date of application of the said formula (and not on the date of setting the issue price) and (ii) the issue price of the securities giving access to the share capital, if any, issued pursuant to this resolution shall be such that the amount, if any, received immediately by the Company, plus the amount which may be received by the Company upon exercise or conversion of such securities, shall be, for each share issued as a result of the issue of such securities, at least equal to the minimum amount referred to above, resolves that the Board of Directors, under the conditions provided for by law, shall have all powers to implement the present delegation, in particular, without this list being exhaustive, to: decide on the amount of the capital increase, the issue price (it being specified that the issue price will be determined in accordance with the terms set out above) and the amount of the premium that may, if applicable, be requested at the time of the issue, determine the dates, terms and conditions of any issue as well as the form and characteristics of the shares or securities giving access to the capital to be issued, the dividend entitlement date, which may be retroactive, of the shares or securities giving access to the capital to be issued, and the method of paying up the shares or securities giving access to the capital to be issued, draw up a list of beneficiaries within the above-mentioned category of persons and the number of shares to be awarded to each of them, at its sole initiative and when it deems appropriate, charge the costs, duties and fees incurred in connection with the capital increases carried out pursuant to the delegation referred to in this resolution against the amount of the premiums relating to such transactions and deduct from the amount of such premiums the sums necessary to increase the legal reserve to one-tenth of the new capital after each transaction, record the completion of each capital increase and make the corresponding amendments to the Company Bylaws, in general, enter into any agreement, in particular to ensure the successful completion of the planned issues, take all measures and carry out all formalities necessary for the issue, listing and financial service of the securities issued pursuant to this delegation and the exercise of the rights attached thereto, take any decision with a view to the admission of the shares and securities so issued to any market on which the shares of the Company may be admitted to trading, specifies that the delegation thus granted to the Board of Directors is valid for a period of eighteen (18) months from the date of this Meeting and terminates any previous delegation having the same purpose, notes the fact that should the Board of Directors make use of the delegation of authority granted to it in this resolution, the Board will report to the next Ordinary General Meeting, in accordance with the law and regulations, on the use made of the authorizations granted in this resolution. Fourteenth resolution 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) The General Meeting, voting under the quorum and majority conditions required for extraordinary general meetings, having reviewed the report of the Board of Directors and the Statutory Auditors' report, in accordance with the provisions of the French Commercial Code and, in particular, Articles L. 22-10-49, L. 225-12-2, L. 225-135, L. 225-138 and L. 228-91 et seq., delegates to the Board of Directors, with the right to subdelegate under the legal conditions, its authority to decide, on one or more occasions, in the proportions and at the times it sees fit, both in France and abroad, the issue of ordinary shares of the Company (including, as the case may be, represented by American Depositary Shares or American Depositary Receipts) as well as any securities that are equity securities giving access to equity securities (including, in particular, share subscription warrants or share issue warrants), or giving right to the allocation of debt securities, said shares or other securities may be issued in euros, in a foreign currency or in any monetary unit established by reference to several currencies at the discretion of the Board of Directors, resolves that the securities so issued may consist of debt securities, be associated with the issue of such securities or permit the issue of such securities as intermediated securities, resolves that the total nominal amount of the capital increases that may be carried out, immediately or in the future by virtue of this resolution, is set at 2,514,775 euros (representing 50% of the Company's share capital as at the date when this General Meeting was convened), or its equivalent in foreign currency, to which shall be added, if applicable, the nominal value of additional shares or securities to be issued, if any, in order to preserve, in accordance with the law and, as the case may be, the applicable contractual provisions, the rights of the holders of securities and other rights giving access to the capital, resolves that this amount will be deducted from the overall ceiling referred to in the Twenty-fourth resolution below, The total nominal amount of the issues of debt securities giving access to the capital which may be carried out in this way may not exceed 300,000,000 euros (or the equivalent value of this amount in the case of an issue in another currency), it being specified that: this amount will be increased, if applicable, by any redemption premium above par, this amount will be deducted from the overall ceiling referred to in the Twenty-fourth resolution below, this ceiling does not apply to the debt securities referred to in Articles L. 228-40, L. 228-36-A and L. 228-92 paragraph 3 of the French Commercial Code, the issue of which is decided or authorized by the Board of Directors under the conditions provided for in Article L. 228-40 of the French Commercial Code, or in other cases, under the conditions determined by the Company in accordance with the provisions of Article L. 228-36- A of the French Commercial Code, resolves to cancel the shareholders' preferential subscription rights to the Company's ordinary shares and/or any securities and/or debt securities to be issued in favor of one or various beneficiaries of the following category of persons: any credit institution, any investment services provider or member of an investment pool, whether French or foreign, undertaking to guarantee the completion of the capital increase or any issue which may lead to a capital increase in the future that may be carried out by virtue of this delegation, specifies , insofar as necessary, that pursuant to Article L. 225-132 of the French Commercial Code, the decision to issue securities giving access to the capital also entails the waiver by the shareholders of their preferential subscription right to the equity securities to which the securities issued will give entitlement, resolves that the sum received, or to be received, by the Company for each of the shares issued within the framework of the aforementioned delegation shall be at least equal to the nominal value of the said shares on the date of issue, and resolves furthermore that the issue price of the new shares which may be issued by virtue of this delegation shall be at least equal to the average price of a share on the Euronext Growth market (or in the event of failure to list on this market, on any other market on which the Company's shares are then listed), weighted by volumes, during the last three trading sessions prior to the setting of the issue price, possibly reduced by a maximum discount of 15% taking into account, if applicable, the date of dividend entitlement; and being specified that (i) in the event of the issue of securities giving access to the share capital, the issue price of the ordinary shares which may be issued as a result of their exercise, conversion or exchange of such securities may be set, at the Board's discretion, by reference to a calculation formula defined by the Board and applicable after the issue of such securities (e.g. upon their exercise, conversion or exchange), in which case the aforementioned maximum discount may be assessed, if the Board deems it appropriate, on the date of application of the said formula (and not on the date of setting the issue price) and (ii) the issue price of the securities giving access to the share capital, if any, issued pursuant to this resolution shall be such that the amount, if any, received immediately by the Company, plus the amount which may be received by the Company upon exercise or conversion of such securities, shall be, for each share issued as a result of the issue of such securities, at least equal to the minimum amount referred to above, resolves that the Board of Directors, under the conditions provided for by law, shall have all powers to implement the present delegation, in particular, without this list being exhaustive, to: decide on the amount of the capital increase, the issue price (it being specified that the issue price will be determined in accordance with the terms set out above) and the amount of the premium that may, if applicable, be requested at the time of the issue, determine the dates, terms and conditions of any issue as well as the form and characteristics of the shares or securities giving access to the capital to be issued, fix the dividend entitlement date, which may be retroactive, of the shares or securities giving access to the capital to be issued, and the method of paying up the shares or securities giving access to the capital to be issued, draw up a list of beneficiaries within the above-mentioned category of persons and the number of shares to be awarded to each of them, at its sole initiative and when it deems appropriate, charge the costs, duties and fees incurred in connection with the capital increases carried out pursuant to the delegation referred to in this resolution against the amount of the premiums relating to such transactions and deduct from the amount of such premiums the sums necessary to increase the legal reserve to one-tenth of the new capital after each transaction, record the completion of each capital increase and make the corresponding amendments to the Company Bylaws in general, enter into any agreement, in particular to ensure the successful completion of the planned issues, take all measures and carry out all formalities necessary for the issue, listing and financial service of the securities issued pursuant to this delegation and the exercise of the rights attached thereto, take any decision with a view to the admission of the shares and securities so issued to any market on which the shares of the Company may be admitted to trading, specifies that the delegation thus granted to the Board of Directors is valid for a period of eighteen (18) months from the date of this Meeting and terminates any previous delegation having the same purpose, notes the fact that should the Board of Directors make use of the delegation of authority granted to it in this resolution, the Board will report to the next Ordinary General Meeting, in accordance with the law and regulations, on the use made of the authorizations granted in this resolution. Fifteenth resolution 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) The General Meeting, voting under the quorum and majority conditions required for extraordinary general meetings, having reviewed the report of the Board of Directors and the Statutory Auditors' report, in accordance with the provisions of the French Commercial Code and, in particular, Articles L. 22-10-49, L. 225-129-2, L. 225-135, L. 225-138 and L. 228-91 et seq., delegates to the Board of Directors, with the right to subdelegate under the legal conditions, its authority to decide, on one or more occasions, in the proportions and at the times it sees fit, both in France and abroad, the issue of ordinary shares of the Company as well as any securities that are equity securities giving access to equity securities (including, in particular, share subscription warrants or share issue warrants), or giving right to the allocation of debt securities, said shares or other securities may be issued in euros, in a foreign currency or in any monetary unit established by reference to several currencies at the discretion of the Board of Directors, resolves that the securities so issued may consist of debt securities, be associated with the issue of such securities or permit the issue of such securities as intermediated securities, resolves that the total nominal amount of the capital increases that may be carried out, immediately or in the future by virtue of this resolution, is set at 2,514,775 euros (representing 50% of the Company's share capital as at the date when this General Meeting was convened), or its equivalent in foreign currency, to which shall be added, if applicable, the nominal value of additional shares or securities to be issued, if any, in order to preserve, in accordance with the law and, as the case may be, the applicable contractual provisions, the rights of the holders of securities and other rights giving access to the capital, resolves that this amount will be deducted from the overall ceiling referred to in the Twenty-fourth resolution below, The total nominal amount of the issues of debt securities giving access to the capital which may be carried out in this way may not exceed 300,000,000 euros (or the equivalent value of this amount in the case of an issue in another currency), it being specified that: this amount will be increased, if applicable, by any redemption premium above par, this amount will be deducted from the overall ceiling referred to in the Twenty-fourth resolution below, this ceiling does not apply to the debt securities referred to in Articles L. 228-40, L. 228-36-A and L. 228-92 paragraph 3 of the French Commercial Code, the issue of which is decided or authorized by the Board of Directors under the conditions provided for in Article L. 228-40 of the French Commercial Code, or in other cases, under the conditions determined by the Company in accordance with the provisions of Article L. 228-36- A of the French Commercial Code, resolves to cancel the shareholders' preferential subscription rights to the shares and securities to be issued and to reserve the subscription of the shares and securities covered by this resolution for one or various beneficiaries entering the following category of persons: industrial companies, institutions or entities of any kind, French or foreign, active in the health or biotechnology sector, directly or through a controlled company or a company over which they are controlled within the meaning of Article L. 233-3 I of the French Commercial Code, where applicable, when entering into a commercial agreement, a financing contract or a partnership with the Company, specifies , insofar as necessary, that pursuant to Article L. 225-132 of the French Commercial Code, the decision to issue securities giving access to the capital also entails the waiver by the shareholders of their preferential subscription right to the equity securities to which the securities issued will give entitlement, resolves that the sum to be received, or meant to be received by the Company for each of the shares issued within the framework of the aforementioned delegation shall be at least equal to the nominal value of the said shares on the date of issue, and resolves furthermore that the issue price of the new shares likely to be issued by virtue of this delegation shall be at least equal to the average of the prices of a share on the Euronext Growth market (or in the absence of listing on this market on any other market on which the Company's shares are then listed), weighted by volumes, for the last three trading sessions prior to the setting of the issue price, taking into account, if applicable, the date from which the shares carry dividend rights, possibly reduced by a maximum discount of 15%, taking into account, if applicable, the date from which the shares carry dividend rights; and being specified that (i) in the event of the issue of securities giving access to the share capital, the issue price of the ordinary shares which may be issued upon their exercise, conversion or exchange of such securities may be set, at the Board's discretion, by reference to a calculation formula defined by the Board and applicable after the issue of such securities (e.g. upon their exercise, conversion or exchange), in which case the aforementioned maximum discount may be assessed, if the Board deems it appropriate, on the date of application of the said formula (and not on the date of setting the issue price) and (ii) the issue price of the securities giving access to the share capital, if any, issued pursuant to this resolution shall be such that the amount, if any, received immediately by the Company, plus the amount which may be received by the Company upon exercise or conversion of such securities, shall be, for each share issued as a result of the issue of such securities, at least equal to the minimum amount referred to above, resolves that the Board of Directors, under the conditions provided for by law, shall have all powers to implement the present delegation, in particular, without this list being exhaustive, to: decide on the amount of the capital increase, the issue price (it being specified that the issue price will be determined in accordance with the terms set out above) and the amount of the premium that may, if applicable, be requested at the time of the issue, determine the dates, terms and conditions of any issue as well as the form and characteristics of the shares or securities giving access to the capital to be issued, fix the dividend entitlement date, which may be retroactive, of the shares or securities giving access to the capital to be issued, and the method of paying up the shares or securities giving access to the capital to be issued, draw up a list of beneficiaries within the above-mentioned category of persons and the number of shares to be awarded to each of them, at its sole initiative and when it deems appropriate, charge the costs, duties and fees incurred in connection with the capital increases carried out pursuant to the delegation referred to in this resolution against the amount of the premiums relating to such transactions and deduct from the amount of such premiums the sums necessary to increase the legal reserve to one-tenth of the new capital after each transaction, record the completion of each capital increase and make the corresponding amendments to the Company Bylaws, in general, enter into any agreement, in particular to ensure the successful completion of the planned issues, take all measures and carry out all formalities necessary for the issue, listing and financial service of the securities issued pursuant to this delegation and the exercise of the rights attached thereto, take any decision with a view to the admission of the shares and securities so issued to any market on which the shares of the Company may be admitted to trading, specifies that the delegation thus granted to the Board of Directors is valid for a period of eighteen (18) months from the date of this Meeting and terminates any previous delegation having the same purpose, notes the fact that should the Board of Directors make use of the delegation of authority granted to it in this resolution, the Board will report to the next Ordinary General Meeting, in accordance with the law and regulations, on the use made of the authorizations granted in this resolution. Sixteenth resolution Delegation of authority to be granted to the Board of Directors to increase the share 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 The General Meeting, voting under the quorum and majority conditions required for extraordinary general meetings, having reviewed the report of the Board of Directors and the Statutory Auditors' report, in accordance with the provisions of the French Commercial Code and, in particular, Articles L. 22-10-49, L. 225-129-2, L. 225-135, L. 225-138 and L. 228-91 et seq., delegates to the Board of Directors its authority to decide on the issue, on one or more occasions, in the proportions and at the times it shall determine, of one or more capital increases by the issue, in France or abroad, of ordinary shares of the Company or of equity securities giving access to equity securities (including, subscription warrants or issuance warrants) or giving right to the allocation of debt securities, said shares or securities being able to be issued in euros, in a foreign currency or in any monetary unit established by reference to several currencies, at the discretion of the Board of Directors, resolves that the securities thus issued may consist of debt securities, be associated with the issue of such securities (in particular, share warrants attached to bonds or issued to subscribers to such bonds) or permit their issue as intermediated securities, resolves to cancel the shareholders' preferential subscription rights to the Company's ordinary shares and/or any securities and/or debt securities to be issued in favor of one or various beneficiaries entering the following categories of persons: - any credit institution, investment services provider, investment fund or company undertaking to subscribe for or guarantee the completion of the capital increase or any issue of securities which may result in a future capital increase (including, in particular, through the exercise of share warrants) which may be carried out pursuant to this delegation of authority in connection with the implementation of an equity or bond financing contract, notes, where necessary, that this delegation automatically entails, where applicable, the express waiver by the shareholders of their preferential subscription rights to the shares to which these securities will entitle them in favor of the holders of the securities thus issued, resolves that the total nominal amount of the share capital increases which may be carried out immediately and/or in the future pursuant to this delegation may not exceed 2,514,775 euros (representing 50% of the Company's share capital as at the date when this General Meeting was convened), or its equivalent in foreign currency, to which shall be added, where applicable, the additional amount of shares to be issued to preserve, in accordance with legal or regulatory provisions and, where applicable, applicable contractual stipulations, the rights of holders of securities and other rights giving access to shares, resolves that this amount will be deducted from the overall ceiling referred to in the Twenty-fourth resolution below, resolves to set at 300,000,000 euros (or the equivalent value of this amount in the event of an issue in another currency) the maximum nominal amount of debt securities which may be issued pursuant to this delegation, it being specified that: this amount will be increased, if applicable, by any redemption premium above par, this amount will be deducted from the overall ceiling referred to in the Twenty-fourth resolution below, this ceiling does not apply to the debt securities referred to in Articles L. 228-40, L. 228-36-A and L. 228-92 paragraph 3 of the French Commercial Code, the issue of which is decided or authorized by the Board of Directors under the conditions provided for in Article L. 228-40 of the French Commercial Code, or in other cases, under the conditions determined by the Company in accordance with the provisions of Article L. 228-36- A of the French Commercial Code, resolves that the sum to be received, or meant to be received, by the Company for each of the shares issued within the framework of the aforementioned delegation shall be at least equal to the nominal value of the said shares on the date of issue, and resolves furthermore that the issue price of the new shares likely to be issued by virtue of this delegation shall be at least equal to the average of the prices of a share on the Euronext Growth market (or in the absence of listing on this market on any other market on which the Company's shares are then listed), weighted by volumes, for the last three trading sessions prior to the setting of the issue price, possibly reduced by a maximum discount of 15%, taking into account, if applicable, the date from which the shares carry dividend rights; and being specified that (i) in the event of the issue of securities giving access to the share capital, the issue price of the ordinary shares which may be issued upon their exercise, conversion or exchange of such securities may be set, at the Board's discretion, by reference to a calculation formula defined by the Board and applicable after the issue of such securities (e.g. upon their exercise, conversion or exchange), in which case the aforementioned maximum discount may be assessed, if the Board deems it appropriate, on the date of application of the said formula (and not on the date of setting the issue price) and (ii) the issue price of the securities giving access to the share capital, if any, issued pursuant to this resolution shall be such that the amount, if any, received immediately by the Company, plus the amount which may be received by the Company upon exercise or conversion of such securities, shall be, for each share issued as a result of the issue of such securities, at least equal to the minimum amount referred to above, specifies that the delegation thus granted to the Board of Directors is valid for a period of eighteen (18) months from the date of this Meeting and terminates any previous delegation having the same purpose, resolves that the Board of Directors shall have full powers, with the option to sub-delegate such powers in accordance with the law, to implement this delegation of authority in accordance with the conditions laid down by law and the Bylaws, in particular to: decide on the amount of the capital increase, the issue price (it being specified that the issue price will be determined in accordance with the terms set out above) and the amount of the premium that may, if applicable, be requested at the time of the issue, determine the dates, terms and conditions of any issue as well as the form and characteristics of the shares or securities giving access to the capital to be issued, fix the dividend entitlement date, which may be retroactive, of the shares or securities giving access to the capital to be issued, and the method of paying up the shares or securities giving access to the capital to be issued, draw up a list of beneficiaries within the above-mentioned category of persons and the number of shares to be awarded to each of them, at its sole initiative and when it deems appropriate, charge the costs, duties and fees incurred in connection with the capital increases carried out pursuant to the delegation referred to in this resolution against the amount of the premiums relating to such transactions and deduct from the amount of such premiums the sums necessary to increase the legal reserve to one-tenth of the new capital after each transaction, record the completion of each capital increase and make the corresponding amendments to the Company Bylaws, in general, enter into any agreement, in particular to ensure the successful completion of the planned issues, take all measures and carry out all formalities necessary for the issue, listing and financial service of the securities issued pursuant to this delegation and the exercise of the rights attached thereto, take any decision with a view to the admission of the shares and securities so issued to any market on which the shares of the Company may be admitted to trading, notes the fact that should the Board of Directors make use of the delegation of authority granted to it in this resolution, the Board will report to the next Ordinary General Meeting, in accordance with the law and regulations, on the use made of the authorizations granted in this resolution. Seventeenth resolution 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 ( multilateral or national development bank or other institution participating in the financing and support of companies in the context of promoting innovation in the health and life sciences sectors ) The General Meeting, voting under the quorum and majority conditions required for extraordinary general meetings, having reviewed the report of the Board of Directors and the Statutory Auditors' report, in accordance with the provisions of the French Commercial Code and, in particular, Articles L. 22-10-49, L. 225-129-2, L. 225-135, L. 225-138 and L. 228-91 et seq., delegates to the Board of Directors its authority to decide on the issue, on one or more occasions, in the proportions and at the times it sees fit, of one or more capital increases by the issue, in France or abroad, of ordinary shares of the Company or of securities giving access to equity securities (including, in particular, subscription warrants or issuance warrants) or giving right to the allocation of debt securities, said shares or securities being able to be issued in euros, in foreign currency or in any monetary unit established by reference to several currencies at the discretion of the Board of Directors, resolves that the securities thus issued may consist of debt securities, be associated with the issue of such securities (in particular, share warrants attached to bonds or issued to subscribers to such bonds) or permit their issue as intermediated securities, resolves to cancel the shareholders' preferential subscription rights to the Company's ordinary shares and/or any securities and/or debt securities to be issued in favor of one or various beneficiaries entering the following category of persons: - multilateral or national development bank or other institution participating in the financing and support of companies in the context of promoting innovation in the health and life sciences sectors, notes , where necessary, that this delegation automatically entails, where applicable, the express waiver by the shareholders of their preferential subscription rights to the shares to which these securities will entitle them in favor of the holders of the securities thus issued, resolves that the total nominal amount of the share capital increases which may be carried out immediately and/or in the future pursuant to this delegation may not exceed 2,514,775 euros (representing 50% of the Company's share capital as at the date when this General Meeting was convened), or its equivalent in foreign currency, to which maximum amount shall be added, where applicable, the additional amount of shares to be issued to preserve, in accordance with the legal or regulatory provisions and, where applicable, the applicable contractual stipulations, the rights of the holders of securities and other rights giving access to shares, resolves that this amount will be deducted from the overall ceiling referred to in the Twenty-fourth resolution below, resolves to set at 300,000,000 euros (or the equivalent value of this amount in the event of an issue in another currency) the maximum nominal amount of debt securities which may be issued pursuant to this delegation, it being specified that: this amount will be increased, if applicable, by any redemption premium above par, this amount will be deducted from the overall ceiling referred to in the Twenty-fourth resolution below, this ceiling does not apply to the debt securities referred to in Articles L. 228-40, L. 228-36-A and L. 228-92 paragraph 3 of the French Commercial Code, the issue of which is decided or authorized by the Board of Directors under the conditions provided for in Article L. 228-40 of the French Commercial Code, or in other cases, under the conditions determined by the Company in accordance with the provisions of Article L. 228-36-A of the French Commercial Code, resolves that the sum to be received, or meant to be received, by the Company for each of the shares issued within the framework of the aforementioned delegation shall be at least equal to the nominal value of the said shares on the date of issue, and resolves furthermore that the issue price of the new shares likely to be issued by virtue of this delegation shall be at least equal to the average of the prices of a share on the Euronext Growth market (or in the absence of listing on this market on any other market on which the Company's shares are then listed), weighted by volumes, for the last three trading sessions prior to the setting of the issue price, possibly reduced by a maximum discount of 15%, taking into account, if applicable, the date from which the shares carry dividend rights; and being specified that (i) in the event of the issue of securities giving access to the share capital, the issue price of the ordinary shares which may be issued upon their exercise, conversion or exchange of such securities may be set, at the Board's discretion, by reference to a calculation formula defined by the Board and applicable after the issue of such securities (e.g. upon their exercise, conversion or exchange), in which case the aforementioned maximum discount may be assessed, if the Board deems it appropriate, on the date of application of the said formula (and not on the date of setting the issue price) and (ii) the issue price of the securities giving access to the share capital, if any, issued pursuant to this resolution shall be such that the amount, if any, received immediately by the Company, plus the amount which may be received by the Company upon exercise or conversion of such securities, shall be, for each share issued as a result of the issue of such securities, at least equal to the minimum amount referred to above, specifies that the delegation thus granted to the Board of Directors is valid for a period of eighteen (18) months from the date of this Meeting and terminates any previous delegation having the same purpose, resolves that the Board of Directors shall have full powers, with the option to sub-delegate such powers in accordance with the law, to implement this delegation of authority in accordance with the conditions laid down by law and the Bylaws, in particular to: decide on the amount of the capital increase, the issue price (it being specified that the issue price will be determined in accordance with the terms set out above) and the amount of the premium that may, if applicable, be requested at the time of the issue, determine the dates, terms and conditions of any issue as well as the form and characteristics of the shares or securities giving access to the capital to be issued, fix the dividend entitlement date, which may be retroactive, of the shares or securities giving access to the capital to be issued, and the method of paying up the shares or securities giving access to the capital to be issued, draw up a list of beneficiaries within the above-mentioned category of persons and the number of shares to be awarded to each of them, at its sole initiative and when it deems appropriate, charge the costs, duties and fees incurred in connection with the capital increases carried out pursuant to the delegation referred to in this resolution against the amount of the premiums relating to such transactions and deduct from the amount of such premiums the sums necessary to increase the legal reserve to one-tenth of the new capital after each transaction, record the completion of each capital increase and make the corresponding amendments to the Company Bylaws, in general, enter into any agreement, in particular to ensure the successful completion of the planned issues, take all measures and carry out all formalities necessary for the issue, listing and financial service of the securities issued pursuant to this delegation and the exercise of the rights attached thereto, take any decision with a view to the admission of the shares and securities so issued to any market on which the shares of the Company may be admitted to trading, notes the fact that should the Board of Directors make use of the delegation of authority granted to it in this resolution, the Board will report to the next Ordinary General Meeting, in accordance with the law and regulations, on the use made of the authorizations granted in this resolution. Eighteenth resolution Delegation of authority to be granted to the Board of Directors to decide on the issue of ordinary shares to be issued immediately or in the future by the Company, with cancellation of shareholders' preferential subscription rights in favor of a category of persons meeting specified characteristics in the framework of an equity financing program on the American market known as "At-the-market" or "ATM", The General Meeting, voting under the quorum and majority conditions required for extraordinary general meetings, having reviewed the report of the Board of Directors and the Statutory Auditors' report, in accordance with the provisions of the French Commercial Code and, in particular, Articles L. 22-10-49, L. 225-129-2, L. 225-135, L. 225-138 and L. 228-91 et seq., delegates to the Board of Directors its authority to decide, on one or more occasions, in the proportions and at the times it shall determine, in France or abroad, the issue of ordinary shares of the Company (including, where applicable, represented by American Depositary Shares or American Depositary Receipts, in particular in the framework of an "At-the-market" or "ATM" program on the American market), as well as any securities giving access to equity securities (including, subscription warrants or issuance warrants) or giving right to the allocation of debt securities, said shares or securities being able to be issued in euros, in a foreign currency or in any monetary unit established by reference to several currencies, at the discretion of the Board of Directors, resolves that the securities thus issued may consist of debt securities, be associated with the issue of such securities (in particular, share warrants attached to bonds or issued to subscribers to such bonds) or permit their issue as intermediated securities, resolves to cancel the shareholders' preferential subscription rights to the Company's ordinary shares and/or any securities and/or debt securities to be issued in favor of one or various beneficiaries entering the following categories of persons: any credit institution, investment services provider, investment fund or company undertaking to subscribe for or guarantee the completion of the capital increase or any issue of securities which may result in a future capital increase (including, in particular, through the exercise of share warrants) which may be carried out pursuant to this delegation, notes , where necessary, that this delegation automatically entails, where applicable, the express waiver by the shareholders of their preferential subscription rights to the shares to which these securities will entitle them in favor of the holders of the securities thus issued, resolves that the total nominal amount of the share capital increases which may be carried out immediately and/or in the future pursuant to this delegation may not exceed 2,514,775 euros (representing 50% of the Company's share capital as at the date when this General Meeting was convened), or its equivalent in foreign currency, to which shall be added, where applicable, the additional amount of shares to be issued to preserve, in accordance with legal or regulatory provisions and, where applicable, applicable contractual stipulations, the rights of holders of securities and other rights giving access to shares, resolves that this amount will be deducted from the overall ceiling referred to in the Twenty-fourth resolution below, resolves to set at 300,000,000 euros (or the equivalent value of this amount in the event of an issue in another currency) the maximum nominal amount of debt securities which may be issued pursuant to this delegation, it being specified that: this amount will be increased, if applicable, by any redemption premium above par, this amount will be deducted from the overall ceiling referred to in the Twenty-fourth resolution below, this ceiling does not apply to the debt securities referred to in Articles L. 228-40, L. 228-36-A and L. 228-92 paragraph 3 of the French Commercial Code, the issue of which is decided or authorized by the Board of Directors under the conditions provided for in Article L. 228-40 of the French Commercial Code, or in other cases, under the conditions determined by the Company in accordance with the provisions of Article L. 228-36- A of the French Commercial Code, resolves that the sum to be received, or meant to be received, by the Company for each of the shares issued within the framework of the aforementioned delegation shall be at least equal to the nominal value of the said shares on the date of issue, and resolves furthermore that the issue price of the new shares likely to be issued by virtue of this delegation shall be at least equal to the average of the prices of a share on the Euronext Growth market (or in the absence of listing on this market on any other market on which the Company's shares are then listed), weighted by volumes, for the last three trading sessions prior to the setting of the issue price, possibly reduced by a maximum discount of 15%, taking into account, if applicable, the date from which the shares carry dividend rights; and being specified that (i) in the event of the issue of securities giving access to the share capital, the issue price of the ordinary shares which may be issued upon their exercise, conversion or exchange of such securities may be set, at the Board's discretion, by reference to a calculation formula defined by the Board and applicable after the issue of such securities (e.g. upon their exercise, conversion or exchange), in which case the aforementioned maximum discount may be assessed, if the Board deems it appropriate, on the date of application of the said formula (and not on the date of setting the issue price) and (ii) the issue price of the securities giving access to the share capital, if any, issued pursuant to this resolution shall be such that the amount, if any, received immediately by the Company, plus the amount which may be received by the Company upon exercise or conversion of such securities, shall be, for each share issued as a result of the issue of such securities, at least equal to the minimum amount referred to above, specifies that the delegation thus granted to the Board of Directors is valid for a period of eighteen (18) months from the date of this Meeting and terminates any previous delegation having the same purpose, resolves that the Board of Directors shall have full powers, with the option to sub-delegate such powers in accordance with the law, to implement this delegation of authority in accordance with the conditions laid down by law and the Bylaws, in particular to: decide on the amount of the capital increase, the issue price (it being specified that the issue price will be determined in accordance with the terms set out above) and the amount of the premium that may, if applicable, be requested at the time of the issue, determine the dates, terms and conditions of any issue as well as the form and characteristics of the shares or securities giving access to the capital to be issued, fix the dividend entitlement date, which may be retroactive, of the shares or securities giving access to the capital to be issued, and the method of paying up the shares or securities giving access to the capital to be issued, draw up a list of beneficiaries within the above-mentioned category of persons and the number of shares to be awarded to each of them, at its sole initiative and when it deems appropriate, charge the costs, duties and fees incurred in connection with the capital increases carried out pursuant to the delegation referred to in this resolution against the amount of the premiums relating to such transactions and deduct from the amount of such premiums the sums necessary to increase the legal reserve to one-tenth of the new capital after each transaction, record the completion of each capital increase and make the corresponding amendments to the Company Bylaws, in general, enter into any agreement, in particular to ensure the successful completion of the planned issues, take all measures and carry out all formalities necessary for the issue, listing and financial service of the securities issued pursuant to this delegation and the exercise of the rights attached thereto, take any decision with a view to the admission of the shares and securities so issued to any market on which the shares of the Company may be admitted to trading, notes the fact that should the Board of Directors make use of the delegation of authority granted to it in this resolution, the Board will report to the next Ordinary General Meeting, in accordance with the law and regulations, on the use made of the authorizations granted in this resolution. Nineteenth resolution Delegation of authority to be granted to the Board of Directors to increase the capital, within the limit of 30% of the capital, by issuing ordinary shares and/or any securities with cancellation of shareholders' preferential subscription rights in favor of specifically designated persons - delegation to the Board of Directors of the power to designate them The General Meeting, voting under the quorum and majority conditions required for extraordinary general meetings, having reviewed the report of the Board of Directors and the Statutory Auditors' report, in accordance with the provisions of Articles L. 225-129 et seq. of the French Commercial Code and, in particular, Articles L. 225-129-2, L. 225-135, L. 225-135-1, L. 225-136, L. 228-91 and L. 228-93, L. 22- 10-52-1 and Article L. 22-10-49 of the French Commercial Code, delegates to the Board of Directors its authority to decide on the issue, on one or more occasions, in the proportions and at the times it sees fit, in France or abroad, of ordinary shares of the Company or equity securities giving access to other equity securities or giving entitlement to the allotment of debt securities and/or securities (including in particular all debt securities) giving access to equity securities of the Company or of any company that directly or indirectly owns more than half of its capital or of which it directly or indirectly owns more than half of the capital, such securities being issuable in euros, in foreign currency or in any monetary unit whatsoever established by reference to several currencies at the discretion of the Board of Directors, and which may be paid up in cash, including by offsetting debts, resolves that the securities so issued may consist of debt securities, be associated with the issue of such securities or permit the issue of such securities as intermediated securities, resolves to cancel the shareholders' preferential subscription rights to the ordinary shares or securities to be issued pursuant to this delegation in favor of one or more persons specifically designated by the Board of Directors, and delegates to the Board of Directors the power to designate them, notes , where necessary, that this delegation automatically entails, where applicable, the express waiver by the shareholders of their preferential subscription rights to the shares to which these securities will entitle them in favor of the holders of the securities thus issued, resolves that the maximum nominal amount of share capital increases which may be carried out immediately and/or in the future pursuant to this delegation may not exceed the limits provided for by the regulations applicable on the day of the issue (for information, on the day of this General Meeting, the issue of equity securities carried out pursuant to this delegation is limited to 30% of the Company's share capital per twelve (12) month period, said share capital being assessed on the date of the Board of Directors' decision to use this delegation), to which maximum amount shall be added, where applicable, the additional amount of shares to be issued to preserve, in accordance with the law and, where applicable, the applicable contractual stipulations, the rights of holders of securities and other rights giving access to shares, further resolves that the nominal amount of any share capital increase which may be carried out in this way will be deducted from the overall ceiling provided for in the Twenty-fourth resolution below, resolves to set at 300,000,000 euros (or the equivalent value of this amount in the event of an issue in another currency) the maximum nominal amount of debt securities which may be issued pursuant to this delegation, it being specified that: this amount will be increased, if applicable, by any redemption premium above par, this amount will be deducted from the overall ceiling referred to in the Twenty-fourth resolution below, this ceiling does not apply to the debt securities referred to in Articles L. 228-40, L. 228-36-A and L. 228-92 paragraph 3 of the French Commercial Code, the issue of which is decided or authorized by the Board of Directors under the conditions provided for in Article L. 228-40 of the French Commercial Code, or in other cases, under the conditions determined by the Company in accordance with the provisions of Article L. 228-36-A of the French Commercial Code, resolves that, if subscriptions have not absorbed the entire issue, the Board of Directors may use one or other of the following options, in the order it shall determine: limit the issue to the amount of subscriptions, provided that they reach at least three-quarters of the issue initially decided, freely allocate all or part of the unsubscribed securities issued among the persons of its choice, resolves that the issue price of the shares issued pursuant to this delegation shall be determined by the Board of Directors and shall be set in accordance with the provisions of Article R. 22-10-32 of the French Commercial Code (for information, on the day of this General Meeting, the issue price of the shares must be at least equal to the closing price of the last trading session preceding the Board of Directors' decision to use the delegation granted by the General Meeting to increase the capital in favor of one or more specifically designated persons, possibly reduced by a maximum discount of 10%) and the issue price of the securities giving access to the share capital, if any, issued pursuant to this resolution shall be such that the amount received immediately by the Company, plus the amount that may be received by the Company upon exercise or conversion of said securities, shall be, for each share issued as a result of the issuance of said securities, at least equal to the minimum amount referred to above, specifies that the delegation thus granted to the Board of Directors is valid for a period of eighteen (18) months from the date of this Meeting, resolves that the Board of Directors shall have full powers, with the option to sub-delegate such powers in accordance with the law, to implement this delegation of authority in accordance with the conditions laid down by law and the Bylaws, in particular to: determine the dates, terms and conditions of any issue as well as the form and characteristics of the shares or securities giving access to the capital to be issued, with or without premium, set the amounts to be issued, the date from which the shares or securities giving access to the capital to be issued will carry dividend rights, which may be retroactive, the method of paying them up and, where applicable, the terms and conditions for exercising rights to exchange, convert, redeem or otherwise allocate shares or securities giving access to the capital, make any adjustments required pursuant to legal or regulatory provisions and, where applicable, applicable contractual stipulations, to protect the rights of holders of securities and other rights giving access to the Company's capital, and suspend, where applicable, the exercise of the rights attached to such securities for a maximum period of three months, resolves that the Board of Directors may: at its sole initiative and when it deems appropriate, charge the costs, duties and fees incurred in connection with the capital increases carried out pursuant to the delegation referred to in this resolution against the amount of the premiums relating to such transactions and deduct from the amount of such premiums the sums necessary to increase the legal reserve to one-tenth of the new capital, after each transaction, take all measures and carry out all formalities required for the admission of the securities thus issued to listing on the regulated market of Euronext in Paris, and more generally, take all measures, enter into all commitments and carry out all formalities required for the successful completion of the proposed issue, as well as for the purpose of making the resulting capital increase definitive, and making the corresponding amendments to the Bylaws of the Company. Twentieth resolution Delegation of authority to be granted to the Board of Directors to increase the share capital by issuing immediately or in the future ordinary shares and/or any other securities, with the shareholders ' preferential subscription rights maintained , The General Meeting, voting under the quorum and majority conditions required for extraordinary general meetings, having reviewed the report of the Board of Directors and the Statutory Auditors' report, in accordance with the provisions of Articles L. 225-129 et seq. of the French Commercial Code and, in particular, Articles L. 225-129 to L. 225-129-6, L. 22-10-49, L. 225-132, L. 225-133, L. 225-134, L. 228- 91, L. 228-92 and L. 228-93 thereof, delegates to the Board of Directors, with powers to delegate and sub-delegate as permitted by law, its authority to decide, in the proportions and at the times it sees fit, on one or more capital increases by issuing, in France or abroad, ordinary shares of the Company or equity securities giving access to other equity securities or giving entitlement to the allotment of debt securities, and/or securities (including in particular all debt securities) giving access to equity securities of the Company or of any company which directly or indirectly owns more than half of its capital or of which it owns directly or indirectly more than half of the capital, such securities being issuable in euros, in foreign currency or in any monetary unit whatsoever established by reference to several currencies at the discretion of the Board of Directors, and which may be paid up in cash, including by offsetting debts, resolves that the securities so issued may consist of debt securities, be associated with the issue of such securities or permit the issue of such securities as intermediated securities, resolves that the shareholders shall have, in proportion to the amount of their shares, a preferential subscription right to the ordinary shares or securities which may be issued pursuant to this delegation, grants the Board of Directors the right to grant shareholders the right to subscribe, on a reducible basis, to a number of shares or securities greater than that which they could subscribe on an irreducible basis, in proportion to the rights they hold and, in any event up to the limit of their request, resolves to set at 2,514,775 euros (representing 50% of the Company's share capital as at the date when this General Meeting was convened) (or the equivalent of this amount in the event of an issue in another currency) the maximum nominal amount of capital increases likely to be carried out, immediately and/or in the future, by virtue of this resolution, it being specified that to this ceiling will be added, if necessary, the nominal value of the shares to be issued to preserve, in accordance with the law, and, if necessary, with the applicable contractual stipulations , the rights of holders of securities and other rights giving access to capital, resolves that this amount will be deducted from the overall ceiling referred to in the Twenty-fourth resolution below, resolves to establish at 300,000,000 euros (or the equivalent value of this amount in the event of an issue in another currency) the maximum nominal amount of debt securities which may be issued pursuant to this delegation, it being specified that: this amount will be increased, if applicable, by any redemption premium above par, this amount will be deducted from the overall ceiling referred to in the Twenty-fourth resolution below, this ceiling does not apply to the debt securities referred to in Articles L. 228-40, L. 228-36-A and L. 228-92 paragraph 3 of the French Commercial Code, the issue of which is decided or authorized by the Board of Directors under the conditions provided for in Article L. 228-40 of the French Commercial Code, or in other cases, under the conditions determined by the Company in accordance with the provisions of Article L. 228-36- A of the French Commercial Code, resolves that, if subscriptions have not absorbed the entire issue, the Board of Directors may use one or other of the following options, in the order it shall determine: limit the issue to the amount of subscriptions, provided that they reach at least three-quarters of the issue initially decided, freely allocate all or part of the unsubscribed securities issued among the persons of its choice, and offer to the public, on the French or international market, all or part of the issued securities not subscribed, resolves that issues of warrants to subscribe for shares in the Company may be carried out by cash subscription, but also by free allocation to owners of existing shares, resolves that in the event of a free allocation of warrants, the Board will have the power to decide that fractional allocation rights will not be negotiable and that the corresponding securities will be sold, notes, where necessary, that this delegation automatically entails, in favor of the holders of the securities (if any) issued pursuant to this delegation, the express waiver by the shareholders of their preferential subscription rights to the shares to which these securities will entitle them, resolves that the Board of Directors shall have full powers, with the option to sub-delegate such powers in accordance with the law, to implement this delegation of authority in accordance with the conditions laid down by law and the Bylaws, in particular to: determine the dates, terms and conditions of any issue as well as the form and characteristics of the shares or securities giving access to the capital to be issued, with or without premium, set the amounts to be issued, the date from which the shares or securities giving access to the capital to be issued will carry dividend rights, which may be retroactive, the method of paying them up and, where applicable, the terms and conditions for exercising rights to exchange, convert, redeem or otherwise allocate shares or securities giving access to the capital, make any adjustments required pursuant to legal or regulatory provisions and, where applicable, applicable contractual stipulations, to protect the rights of holders of securities and other rights giving access to the Company's capital, and suspend, where applicable, the exercise of the rights attached to such securities for a maximum period of three months, resolves that the Board of Directors may: at its sole initiative and when it deems appropriate, charge the costs, duties and fees incurred in connection with the capital increases carried out pursuant to the delegation referred to in this resolution against the amount of the premiums relating to such transactions and deduct from the amount of such premiums the sums necessary to increase the legal reserve to one-tenth of the new capital, after each transaction, take all measures and carry out all formalities required for the admission of the securities thus issued to listing on the regulated market of Euronext Growth Paris and any other market on which the Company's shares may then be listed, take all measures, enter into all commitments and carry out all formalities required for the successful completion of the proposed issue, as well as for the purpose of making the resulting capital increase definitive, and make the corresponding amendments to the Bylaws of the Company. notes that, should the Board of Directors use the delegation of authority granted to it under this resolution, it will report thereon to the next ordinary general meeting in accordance with the law and regulations, resolves that this delegation is granted for a period of twenty-six (26) months from the date of this meeting and supersedes any prior authorization having the same purpose. Twenty-first resolution Delegation of authority to be granted to the Board of Directors to increase the share capital by issuing ordinary shares and/or any other securities, with cancellation of shareholders' preferential subscription rights, by way of a public offering (other than the offerings referred to in paragraph 1° of Article L. 411-2 of the French Monetary and Financial Code) The General Meeting, voting under the quorum and majority conditions required for extraordinary general meetings, having reviewed the report of the Board of Directors and the Statutory Auditors' report, in accordance with the provisions of Articles L. 225-129 et seq. of the French Commercial Code and, in particular, Articles L. 225-129 to L. 225-129-6, L. 22-10-49, L. 225-135, L. 225-135-1, L. 225-136, L. 228-91, L. 228-92 and L. 228-93 thereof, delegates to the Board of Directors, with the right to delegate and subdelegate in accordance with the law, its authority to decide, by way of a public offering, excluding the offerings referred to in paragraph 1° of Article L. 411-2 of the Monetary and Financial Code, to issue on one or more occasions and in the proportions and at the times it sees fit, in France or abroad, ordinary shares of the Company (including, where applicable, represented by American Depositary Shares or American Depositary Receipts) or equity securities giving access to other equity securities or giving entitlement to the allocation of debt securities, and/or securities (including in particular all debt securities) giving access to equity securities of the Company or of any company that directly or indirectly owns more than half of its capital or of which it directly or indirectly owns more than half of the capital, which securities may be issued in euros, in a foreign currency or in any monetary unit established by reference to several currencies, at the discretion of the Board of Directors, and which may be paid up in cash, including by offsetting debts, resolves that the securities so issued may consist of debt securities, be associated with the issue of such securities or permit the issue of such securities as intermediated securities, resolves that the public offers decided upon by virtue of this resolution may be combined, within the framework of a single issue or several issues carried out simultaneously, with the offers referred to in paragraph 1° of Article L. 411-2 of the French Monetary and Financial Code, resolves in consequence to cancel the shareholders' preferential subscription right on the ordinary shares or securities issued pursuant to this delegation, notes, where necessary, that this delegation automatically entails, in favor of the holders of the securities (if any) issued pursuant to this delegation, the express waiver by the shareholders of their preferential subscription rights to the shares to which these securities will entitle them, resolves to establish at 2,514,775 euros (representing 50% of the Company's share capital as at the date when this General Meeting was convened), or the equivalent value of this amount in the event of an issue in another currency, the maximum nominal amount of share capital increases which may be issued pursuant to this delegation, it being specified that: the maximum nominal amount of the capital increases which may be carried out immediately or in the future pursuant to this delegation will be deducted from the overall ceiling provided for in the Twenty-fourth resolution below, to these ceilings shall be added, where applicable, the nominal value of the shares to be issued in order to preserve, in accordance with the law and where applicable, the relevant contractual stipulations, the rights of the holders of securities and other rights giving access to the capital, resolves to establish at 300,000,000 euros (or the equivalent value of this amount in the event of an issue in another currency) the maximum nominal amount of debt securities which may be issued pursuant to this delegation, it being specified that: this amount will be increased, if applicable, by any redemption premium above par, this amount will be deducted from the overall ceiling referred to in the Twenty-fourth resolution below, this ceiling does not apply to the debt securities referred to in Articles L. 228-40, L. 228-36-A and L. 228-92 paragraph 3 of the French Commercial Code, the issue of which is decided or authorized by the Board of Directors under the conditions provided for in Article L. 228-40 of the French Commercial Code, or in other cases, under the conditions determined by the Company in accordance with the provisions of Article L. 228-36- A of the French Commercial Code, resolves that, if subscriptions have not absorbed the entire issue, the Board of Directors may use one or other of the following options, in the order it shall determine: limit the issue to the amount of subscriptions, provided that they reach at least three-quarters of the issue initially decided, freely allocate all or part of the unsubscribed securities issued among the persons of its choice, and offer to the public, on the French or international market, all or part of the issued securities not subscribed, resolves that the issue price of the shares issued by virtue of this delegation shall be determined by the Board of Directors and shall be at least equal to the average of the prices of a share on the Euronext Growth market (or in the absence of listing on this market, on any other market on which the Company's shares are then listed), weighted by volumes, of the last 3 trading sessions preceding the setting of the issue price (the "3-day VWAP"), possibly reduced by a maximum discount of 15%, taking into account, if applicable, their dividend entitlement date;; and it being specified that the issue price of the securities giving access to the share capital, if any, issued by virtue of this resolution shall be such that the amount received immediately by the Company, plus the amount that may be received by the Company upon exercise or conversion of said securities, shall be at least equal to the aforementioned minimum amount for each share issued as a result of the issue of said securities, resolves that the Board of Directors shall have full powers, with the option to sub-delegate such powers in accordance with the law, to implement this delegation of authority in accordance with the conditions laid down by law and the Bylaws, in particular to: determine the dates, terms and conditions of any issue as well as the form and characteristics of the shares or securities giving access to the capital to be issued, with or without premium, set the amounts to be issued, the date from which the shares or securities giving access to the capital to be issued will carry dividend rights, which may be retroactive, the method of paying them up and, where applicable, the terms and conditions for exercising rights to exchange, convert, redeem or otherwise allocate shares or securities giving access to the capital, make any adjustments required pursuant to legal or regulatory provisions and, where applicable, applicable contractual stipulations, to protect the rights of holders of securities or other rights giving access to the Company's capital, and suspend, where applicable, the exercise of the rights attached to such securities for a maximum period of three months, resolves that the Board of Directors may: at its sole initiative and when it deems appropriate, charge the costs, duties and fees incurred in connection with the capital increases carried out pursuant to the delegation referred to in this resolution against the amount of the premiums relating to such transactions and deduct from the amount of such premiums the sums necessary to increase the legal reserve to one-tenth of the new capital, after each transaction, take all measures and carry out all formalities required for the admission of the securities thus issued to listing on the regulated market of Euronext Growth Paris and any other market on which the Company's shares may then be listed, take all measures, enter into all commitments and carry out all formalities required for the successful completion of the proposed issue, as well as for the purpose of making the resulting capital increase definitive, and make the corresponding amendments to the Bylaws of the Company, notes that, should the Board of Directors use the delegation of authority granted to it under this resolution, it will report thereon to the next ordinary general meeting in accordance with the law and regulations, resolves that this delegation is granted for a period of twenty-six (26) months from the date of this meeting and supersedes any prior authorization having the same purpose. Twenty-second resolution Delegation of authority to be granted to the Board of Directors to increase the share capital immediately or in the future through the issue of ordinary shares or any other securities, with cancellation of the shareholders' preferential subscription rights by way of an offer referred to in paragraph 1° of Article L. 411-2 of the French Monetary and Financial Code The General Meeting, voting under the quorum and majority conditions required for extraordinary general meetings, having reviewed the report of the Board of Directors and the Statutory Auditors' report, in accordance with the provisions of Articles L. 225-129, L. 225-129-2, L. 22-10-49, L. 225-135, L. 225-135-1, L. 225-136, L. 228 -91, L. 228-92 and L. 228-93 and following of the French Commercial Code and paragraph II of Article L. 411-2 of the French Monetary and Financial Code, delegates to the Board of Directors, with the power to delegate and sub-delegate in accordance with the law, its power to decide, by way of an offer referred to in paragraph 1° of Article L. 411-2 of the Monetary and Financial Code, the issue on one or more occasions in the proportions and at the times it sees fit, in France or abroad, of ordinary shares of the Company or equity securities giving access to other equity securities or giving entitlement to the allotment of debt securities, and/or securities (including in particular all debt securities) giving access to equity securities of the Company or of any company that directly or indirectly owns more than half of its capital or of which it owns directly or indirectly more than half of the capital, such securities being issuable in euros, in foreign currency or in any monetary unit whatsoever established by reference to several currencies at the discretion of the Board of Directors, and which may be paid up in cash, including by offsetting debts, resolves that the securities so issued may consist of debt securities, be associated with the issue of such securities or permit the issue of such securities as intermediated securities, resolves to cancel the shareholders' preferential subscription right on the ordinary shares or securities issued pursuant to this delegation, notes, where necessary, that this delegation automatically entails, where applicable, the express waiver by the shareholders of their preferential subscription rights to the shares to which these securities will entitle them in favor of the holders of the securities thus issued, resolves that the total nominal amount of the share c...

View stock analysis, news, and events for Cellectis S.a.