Translated from French - FLAMEL TECHNOLOGIES Soci t Anonyme with a share capital of Euros 2,973,702 Registered Office : Parc Club du Moulin Vent 33, avenue du Docteur Georges L vy 69693 VENISSIEUX (France) 379 001 530 R.

Translated from French -

OF A COMBINED ORDINARY AND EXTRAORDINARY GENERAL

Sent by Mail on May 27,

cordially invited to attend the Combined Ordinary and Extraordinary General

Meeting (the "Meeting") of the shareholders of FLAMEL TECHNOLOGIES (the

"Company") which will be held on June 25, 2010 at 11:00 a.m. (French time) at

the registered office of the Company, with the following agenda :

Resolutions within the

competence of the ordinary general shareholders' meeting

Translated from French -

Resolutions within the

competence of the extraordinary general shareholders'

note that in the event that you are not able to attend the meeting, you may

either grant a proxy to your spouse or to another shareholder, who will be

attending the meeting, or vote by mail. You may also address a proxy

to the Company without indicating any representative.

this latter case, please note that the Chairman of the meeting will thus (i)

vote in favor of the resolutions approved by the Board of Directors and (ii)

vote unfavorably for the other resolutions, which would have not been approved

you wish to vote in another way, you shall give a proxy to a representative, who

will agree to vote as you require.

circumstances will you be allowed to return to the Company a document including

both instructions of vote by mail and by proxy.

voting instructions will not be taken into account unless the above-mentioned

document, duly filled out, reaches the Company at least three days before the

Shareholders' meeting.

OF THE BOARD OF DIRECTORS

Translated from French -

EXPECT TO BE PRESENT AT THE MEETING, PLEASE NOTE THAT SHAREHOLDERS WILL BE

ADMITTED TO THE COMBINED ORDINARY AND EXTRAORDINARY GENERAL MEETING WITH

WHATEVER THE NUMBER OF SHARES THEY HOLD PROVIDED THAT IF THEY ARE OWNER OF

REGISTERED SHARES THEIR SHARES HAVE BEEN REGISTERED IN A SHARE ACCOUNT HELD BY

THE COMPANY AT LEAST ONE DAY PRIOR TO THE DATE OF THE MEETING.

EXPECT NOT TO BE PRESENT AT THE MEETING, YOU MAY COMPLETE AND PROMPTLY RETURN

THE FORM OF PROXY AND VOTE BY MAIL ("DOCUMENT UNIQUE DE VOTE PAR CORRESPONDANCE

ET PAR PROCURATION"), WHICH IS ENCLOSED FOR YOUR CONVENIENCE.

NOTE THAT ANY ABSTENTION EXPRESSED IN THE FORM OF PROXY AND VOTE BY MAIL

("DOCUMENT UNIQUE DE VOTE PAR CORRESPONDANCE ET PAR PROCURATION") OR RESULTING

FROM THE ABSENCE OF INDICATION OF VOTE WILL BE DEEMED TO BE AN UNFAVORABLE VOTE

TO THE PROPOSED RESOLUTION.

QUORUM FOR THE ORDINARY MEETING IS NOT MET ON JUNE 25, 2010, SHAREHOLDERS WILL

BE INVITED TO VOTE AT A MEETING WHICH WILL BE HELD ON JULY 2, 2010 ON THE SAME

AGENDA, AS DESCRIBED IN THIS NOTICE .

Quorum required under French

required 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.

second Meeting, no quorum is required for ordinary resolutions.

required 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 not

take place earlier than six days after the first meeting, the required quorum is

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