Full Press Release Details
( SA ) with a share capital of 2.779.188,40 euros
Headquarters: 8, rue de la Croix Jarry - 75013 Paris
428 859 052 T.C.R. Paris
COMBINED GENERAL MEETING OF SHAREHOLDERS
shareholders are hereby informed that they are convened to the combined general meeting to be held on June 27, 2023 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
Agenda under the competence of the extraordinary general meeting
Approval of the annual
financial statements for the financial year ended December 31, 2022
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, 2022 and the statutory auditors report on the annual financial statements and corporate governance,
annual financial statements for the year ended December 31, 2022, resulting in a loss of 123,795,863.50 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.
Approval of the consolidated financial statements for the financial year ended December 31, 2022
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, 2022 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, 2022, resulting in a loss of 114,034,000 US dollars as presented to it, as well as the transactions reflected in such financial statements and summarized in said reports.
Appropriation of results for the financial year ended December 31, 2022
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, 2022 amounts to the sum of 123,795,863.50 euros,
resolves to allocate said loss to the debit retained earnings account, which will thus amount to the sum of 123,795,863.50 euros.
In accordance with Article 243 bis of the General Tax Code, it is recalled that no dividend has been distributed for the last three financial years.
Allocation of losses
carried forward to the share premium account,
The General Meeting, voting under the quorum and majority conditions required for ordinary
having reviewed the management report of the Board of Directors,
noting that the retained earnings account amounts to 123,795,863.50 euros after allocation of the losses for the financial year ending
December 31, 2022, and that the share premium account amounts to 257,222,233 euros as of December 31, 2022,
charge all the losses recorded in the retained earnings account to the share premium account, which is thus reduced to 133,426,369.50 euros
notes that as a result the retained earnings account is completely cleared.
agreements considered in articles L. 225-38 et seq. of the 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 agreement for the assignment and the financing of receivables held against the Treasury arising from French R&D Credits, entered into
between Bpifrance and Cellectis S.A. on May 24, 2022, described in the auditor s special report, the conclusion of which was approved by the Board of Directors at its meeting held on May 24, 2022.
Renewal of the appointment of Mr. Jean-Pierre Garnier
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,
having reviewed the report of the Board of Directors,
that the term of office as Director of Mr. Jean-Pierre Garnier is due to expire at the close of this General Meeting,
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,
Mr. Jean-Pierre Garnier has already accepted the renewal of his appointment.
appointment of Mr. Laurent Arthaud
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, 2025.
Mr. Laurent Arthaud has already
accepted the renewal of his appointment.
Renewal of the appointment of Mr. Pierre Bastid
General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,
having reviewed the report of the Board of
notes that the term of office as Director of Mr. Pierre Bastid is due to expire at the close of this General Meeting,
resolves to renew the terms of office of Mr. Pierre Bastid 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, 2025.
Mr. Pierre Bastid has already accepted the renewal of his appointment.
appointment of Mr. Rainer Boehm
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,
having reviewed the report of the Board of Directors,
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, 2025.
Mr. Rainer Boehm has already accepted the renewal of his appointment.
Appointment of a new
director (Mrs Cecile Chartier)
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,
having reviewed the report of the Board of Directors,
appoints Mrs Cecile Chartier has as a new director for a term of three (3) years expiring at the end of the annual ordinary general meeting of
shareholders called to approve the accounts for the financial year ending December 31, 2025.
Mrs Cecile Chartier has already accepted her
appointment as a director and has declared that she does not hold any office in any other company that would prevent him/her from accepting such duties.
the Board of Directors to buy back shares of the Company
The General Meeting, voting under the quorum and majority conditions required for ordinary
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 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:
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.
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