June 24, 2014 At 11.00 A.M.

Shareholders' Meeting

June 24, 2014 At 11.00 A.M.

to invite you to attend the Combined Ordinary and Extraordinary General Meeting of Flamel Technologies, SA that will be held on

Tuesday, 24th June 2014 at 11:00 am (Paris time), at Company headquarters, located at 33, avenue du Dr Georges L vy,

69693 V nissieux, France, in order to deliberate on the following agenda:

Within The Competence Of The

Ordinary General Shareholders' Meeting

Within The Competence Of The

Extraordinary General Shareholders' Meeting

Notice of Meeting includes:

to be used to vote by post is also attached.

about how to participate in the General Meeting is provided hereafter.

REQUIRED UNDER FRENCH LAW

quorum for ordinary resolutions is one fifth (20%) of the total outstanding shares. If such quorum is not met, the Board of Directors

will give a second notice of Shareholders' Meeting. At this second Meeting, no quorum is required for ordinary resolutions.

quorum for extraordinary resolutions is one fourth (25%) of the total outstanding shares with voting rights, upon first call of

the shareholders' meeting. If such quorum is not met, the Board of Directors will give a second notice of Shareholders'

Meeting. At this second Meeting, which shall take place within two months after the first meeting, the required quorum is one

fifth (20%) of the total outstanding shares with voting rights.

FOR THE ORDINARY MEETING IS NOT MET ON JUNE 24, 2014, SHAREHOLDERS WILL BE INVITED TO VOTE AT A MEETING WHICH WILL BE HELD ON

JUNE 30, 2014 ON THE SAME AGENDA, AS DESCRIBED IN THIS NOTICE.

TO PARTICIPATE IN THE MEETING

and bearers of voting right certificates may take part in the General Meeting by attending the Meeting in person, appointing a

proxy of their choosing to represent them or voting by post.

if you expect to be present at the meeting, please note that shareholders will be admitted to the General Meeting whatever the

number of shares they hold provided they are owner of registered shares and their shares have been registered in a share account

held by the Company at least one day prior to the date of the meeting.

will need to provide evidence of share ownership

of registered shares

registered shares need only register their shares in a registered share account, as specified above, to be able to take part in

the General Meeting. Caceis Corporate Trust will therefore issue proof that they are shareholders.

of American Depositary Shares (ADS)

ADS shall take part in the General Meeting by voting by post provided that their shares have been registered in a bearer share

account held by an accredited banking or financial intermediary. The accredited banking or financial intermediary that holds the

share account will therefore be responsible for issuing proof that they are shareholders and producing a certificate of share

ownership, as specified above, to the General Meeting coordinator (centralisateur), i.e. The Bank of New-York - BNY

date for ADS Owners entitled to vote at the Combined General Meeting is May 15, 2014.

to appear and vote at any meeting of the holders of Shares, you must surrender your receipts and become registered on the registry

maintained by or on behalf of Flamel Technologies S.A. at least (i) one (1) Paris Business Day prior to the date of the relevant

shareholders' meeting to appear and vote at such meeting.

are requested to cast a postal vote

voting form or proxy form will be provided by your broker. You must complete and sign the voting form and return it to the

General Meeting coordinator via the banking or financial intermediary that holds your share account, along with the certificate

of share ownership referred to above.

will only be taken into consideration if received by the General Meeting coordinator by June 16, 2014 at the latest.

related to voting by ADS holders should be addressed directly to your broker.

Report By The Board Of Directors To The Shareholders' Meeting To Be Held On June 24, 2014

The auditor reports, the annual financial statements, as well as all documents relating

thereto have been made available to you at the Company's registered office according to legal and regulatory requirements.

financial statements presented to you have been established in accordance with French accounting laws, principles and methods.

that the accounting methods used to prepare these annual financial statements are the same as the ones used for previous financial

is a specialty pharmaceutical company with a long history of expertise in drug delivery, focusing on the development of safer

and more efficacious formulations, tackling unmet medical needs in the process. The acquisition of clat Pharmaceuticals,

LLC, or clat, in March 13, 2012 has created a more vertically integrated company, benefiting from greater development

and commercial expertise, best in class drug delivery platforms and more near-term and mid-term potential value creating catalysts.

which has focused on pursuing FDA approvals through the 505(b)(2) regulatory pathway, adds marketing and licensing knowledge of

the commercial and regulatory process in the U.S and EU., which we believe will enhance the ability of the Company to identify

potential product candidates for development, leverage new opportunities for the application of our drug delivery platforms, and

to license and market products in the U.S and EU. By adopting this revised strategy, the Company makes itself less dependent in

the future on the often, changing strategies of its partners. Nevertheless, Flamel is still exploring development, supply and

licensing opportunities for its drug delivery platforms with carefully selected third parties, but will not rely completely on

those partnerships to create revenue and profit opportunities.

Since our acquisition

of clat, we have implemented an altered business model. The Company is now focusing not only on the development and licensing

of versatile, proprietary drug delivery platforms (Micropump oral sustained release platform and its derivatives

LiquiTime and Trigger Lock and, the long acting injectable platform, Medusa )

but also on the development of novel, high-value products based on those delivery platforms, most of which are self-funded, and,

the development, approval, and commercialization of niche branded and generic pharmaceutical products in the U.S. acquired from

2013, Flamel employed in full-time 236 people in France and 10 in the United States through its affiliates.

(Neostigmine Methylsulfate Injection) is the first product approved from the portfolio of clat products. Bloxiverz's

NDA was filed in August 2012 and approved by the FDA on May 2013. The launch of Bloxiverz (10mL multiple dose vial at 0.5

and 1.0 mg/mL strengths) commenced in July 2013. Bloxiverz is a drug used intravenously in the operating room for the reversal

of the effects of non-depolarizing neuromuscular blocking agents after surgery. Bloxiverz is the first and only FDA-approved

version of neostigmine methylsulfate, even though other versions of neostigmine have been on the market as unapproved, grandfathered

products under the Food, Drug and Cosmetic Act of 1938. Compared with the remaining unapproved marketed products, Bloxiverz

has proven and approved safety, efficacy and quality. Today, neostigmine is the most common agent used for the reversal of the

effects of other agents used for neuromuscular blocks. There are approximately 5 million vials sold annually in the U.S. The volume

of sales of Bloxiverz is dependent upon, as per FDA guidance the FDA removing all unapproved products from the market in

a timely manner (typically one year post approval) and the Company enjoying a period of defacto exclusivity through the 505(b)(2)

using our Micropump technology is Coreg CR , on which we commenced development with GSK in 2003. Coreg and Coreg

CR are the only beta blockers indicated for the treatment of moderate to severe heart failure and left ventricular dysfunction

following myocardial infarction. Coreg CR was approved in 2006 and is marketed and sold in the U.S. The supply agreement with

GSK for the production of Coreg CR microparticles was renewed in 2011 and we remain the sole supplier of Coreg

CR microparticles for GSK. Under the agreement, we will receive guaranteed minimum payments to supply Coreg

CR microparticles over a minimum period of five years. From January 1, 2013, GSK may terminate the agreement at

their sole discretion by giving six months written notice. Revenues generated by Coreg CR remain a significant

portion of our revenue and revenues from GSK contributed to 66% of our revenues in 2013. In 2013, we recognized royalty revenue

of $6.8 million. Although the Hatch-Waxman exclusivity period for Coreg CR ended on April 20, 2010, opening potential generic

competition, to date, no generic formulation of Coreg CR has received tentative or final approval.

also several important research programs that currently are not partnered.

business is becoming less dependent on its ability to work with partners in collaborative relationships to develop products using

our drug delivery platforms. Indeed, we have now marketed product and products in late stage development that are not dependent

on these collaborative relationships. As part of the rationalization of the Company's products pipeline initiated in 2012,

we have continued our efforts to streamline and optimize existing partnerships, as follows:

the time being, most of our revenues come from partnerships. Therefore, as we have in the past, we are still exploring to enter

into new partnerships, in particular, with pharmaceutical and biotechnology companies providing new formulation development opportunities

(especially, based on partners' proprietary or controlled therapeutic compounds) and access to complementary expertise (regulatory,

medical and commercial). Discussions on potential license and development agreements are typically a long process, but we remain