Translated from French - FLAMEL TECHNOLOGIES Soci t Anonyme with a share capital of Euros 3,044,396 Registered Office : Parc Club du Moulin Vent 33, avenue du Docteur Georges L vy 69693 VENISSIEUX (France) 379 001 530 R.

- Translated from French -

NOTICE OF A COMBINED ORDINARY AND EXTRAORDINARY

MEETING OF SHAREHOLDERS

Sent by Mail on May 22, 2012

Ladies and Gentlemen,

You are 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 22, 2012 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' meeting

ON BEHALF OF THE BOARD OF

IF YOU 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.

IF THE QUORUM FOR THE ORDINARY MEETING

IS NOT MET ON JUNE 22, 2012, SHAREHOLDERS WILL BE INVITED TO VOTE AT A MEETING WHICH WILL BE HELD ON JULY 3, 2012 ON THE SAME

AGENDA, AS DESCRIBED IN THIS NOTICE .

Quorum required under French law

The 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.

At this second Meeting, no quorum is required

for ordinary resolutions.

- Translated from French -

The 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.