Full Press Release Details
liability company (soci t anonyme) with a share capital of 2.272,740.50
Registered Office: 8, rue de la
Croix Jarry 75013 Paris
Paris trade and companies register No. 428 859 052
SHAREHOLDERS MEETING
Shareholders are hereby informed that they are invited to attend the combined shareholder s meeting to be held on June 1st, 2021 at 2:30 p.m., at Cellectis premises, located at 8, rue de la Croix Jarry, 4th floor, 75013 Paris, France.
In the context of the Covid-19 pandemic and in accordance with Ordinance no.
2020-321 of March 25, 2020, the provisions of which were extended until July 31, 2021 by Decree no. 2021-255 of March 9, 2021, this general meeting will
be held in closed session, i.e. without the physical presence of the shareholders and persons who are usually able to attend.
The shareholders will
therefore not be able to attend the said meeting in person, but will be able to be represented and vote under the conditions specified below.
meeting will be broadcast by video, the details of which will be specified later on the Company s website (www.cellectis.com). Technical means will be put in place to allow shareholders to ask questions during the general meeting, which will be
answered during the meeting. Shareholders are therefore invited to regularly consult the section dedicated to the 2021 general meeting on the Company s website (www.cellectis.com).
The shareholder s meeting is called to deliberate on the following agenda and resolutions:
Agenda of the ordinary shareholders meeting
Agenda of the extraordinary shareholders meeting
Approval of the annual financial statements for the financial year ended December 31, 2020
The shareholders meeting, voting under the quorum and majority conditions required for ordinary shareholders meetings,
having reviewed the management report of the board of directors, including the report on corporate governance report, for the financial year ended
December 31, 2020, as well as the statutory auditors reports on the annual financial statements and corporate governance,
annual financial statements for the financial year ended December 31, 2020 in the form in which they have been presented, which show a loss of 35,081,836 as well as the transactions reflected in these financial statements and
summarized in these reports, as well as the statutory auditors report thereon
acknowledges that the financial statements do not show any
expenses or charges referred to in article 39-4 of the French general tax code nor any excess depreciation.
Approval of the consolidated
financial statements for the financial year ended December 31, 2020
The shareholders meeting, voting under the quorum and majority
conditions required for ordinary shareholders meetings,
having reviewed the report on the group management for the financial year ended
December 31, 2020 and on the consolidated financial statements of said financial year, which show a loss of 97,483 thousands US dollars as well as the transactions reflected in these financial statements and summarized in these reports, as well
as the statutory auditors report thereon,
approves the consolidated financial statements for the financial year ended December 31, 2020 n
the form in which they have been presented, as well as the transactions reflected in these financial statements and summarized in these reports.
Earnings allocation for the financial year ended December 31, 2020
The shareholders meeting, voting under the quorum and majority conditions required for ordinary shareholders meetings,
having reviewed the management report of the board of directors,
acknowledges that the loss for the financial year ended December 31, 2020 amounts to 35,081,836,
resolves to allocate the aforementioned loss to the retained earnings debit account that shall thereafter show an amount of
In accordance with article 243 bis of the French general tax code, no dividend has been distributed for the last three financial
agreements referred to in articles L. 225-38 et seq. of the French commercial code
meeting, voting under the quorum and majority conditions required for ordinary shareholders meetings,
having reviewed the statutory auditors
special report on the agreements referred to in articles L. 225-38 et seq. of the French commercial code,
approves the renewal of the consulting contract entered into between the Company and the SARL Godard & Co, of which Alain Godard, a member of
the board of directors, is also the manager and sole partner, as described in the statutory auditors special report.
Setting of the amount of the total compensation to be granted to the non-executive directors
The shareholders meeting, voting under the quorum and majority conditions required for ordinary shareholders meetings,
having reviewed the report of the board of directors,
resolves, in accordance with the provisions of Article L. 225-45 of the French commercial code, to set at
750,000 euros the total sum allocated to non-executive members of the board of directors (i.e., those who are neither employees nor operational managers of the Company or a group company) as compensation for
their activity for the financial year 2021, as well as for each subsequent financial year, until the ordinary shareholders meeting decides otherwise.
Renewal of the appointment of Mr. Andr Choulika as a member of the board of directors
The shareholders meeting, voting under the quorum and majority conditions required for ordinary shareholders meetings,
having reviewed the report of the board of directors,
noted that Mr. Andr Choulika s term of office expires at the end of this shareholders meeting,
Mr. Andr Choulika s appointment as a member of the board of directors for a three (3) year period, expiring at the ordinary shareholders meeting to be held to vote on the financial statements for the year ending
Mr. Andr Choulika has already accepted the renewal of his appointment as a member of the board of directors.
the appointment of Mr. David Sourdive as a member of the board of directors
The shareholders meeting, voting under the quorum and majority
conditions required for ordinary shareholders meetings,
having reviewed the report of the board of directors,
having noted that Mr. David Sourdive s term of office expires at the end of this shareholders meeting,
resolves to renew Mr. David Sourdive s appointment as a member of the board of directors for a three (3) year period, expiring at
the ordinary shareholders meeting to be held to vote on the financial statements for the year ending December 31, 2023.
Sourdive has already accepted the renewal of his appointment as a member of the board of directors.
Renewal of the appointment of Mr. Alain-Paul Godard as a member of the board of directors
The shareholders meeting, voting under the quorum and majority conditions required for ordinary shareholders meetings,
having reviewed the report of the board of directors,
noted that Mr. Alain-Paul Godard s term of office expires at the end of this shareholders meeting,
Mr. Alain-Paul Godard s appointment as a member of the board of directors for a three (3) year period, expiring at the ordinary shareholders meeting to be held to vote on the financial statements for the year ending
Mr. Alain-Paul Godard has already accepted the renewal of his appointment as a member of the board of directors.
Authorization to be granted to the board of directors to buy back Company shares
The shareholders meeting, voting under the quorum and majority conditions required for ordinary shareholders meetings,
having reviewed the report of the board of directors,
authorizes the board of directors to acquire Company shares, in accordance with the terms and conditions set out in articles L. 22-10-62 et seq. of the French commercial code,
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 acquisitions or sales, public offers, through the use of derivatives or
option-based instruments, under the conditions provided for by the market authorities and in compliance with applicable regulations,
resolves that the authorization may be used for the purpose of:
resolves to set the maximum unit price per share (excluding fees and commissions) at 100, with an overall ceiling of 100,000,000, it being
specified that this purchase price will be subject to any adjustments that may be necessary to take into account transactions affecting the share capital (in particular in the event of incorporation of reserves and free allocation of shares, stock
split or reverse stock split) that may occur during the period of validity of this authorization,
notes that the maximum number of shares that may
be purchased pursuant to this resolution may not at any time exceed 10% of the total number of shares, 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 shall be equal to the number of shares purchased less the number of shares resold during the term of this authorization and (ii) when they are acquired to be held and subsequently
tendered in payment or in exchange as part of a merger, spin-off or asset contribution, the number of shares acquired may not exceed 5% of the total number of shares,
grants full powers to the board of directors, with the option to
sub-delegate such powers under the conditions provided for by law, to implement this authorization, place any stock market orders, enter into any agreements under the conditions permitted by law, to carry out
any and all formalities, take any and all steps and make any and all declarations to the French Financial Market Authority (Autorit des March s Financiers) and any other competent authorities and, in general, do whatever is
This authorization is granted for a period of eighteen (18) months from the date of this meeting and terminates any previous
authorization having the same purpose.
Authorization to be granted to the board of directors to reduce the Company s share capital by cancelling shares in the context of the authorization
granted to the board of directors to buy back Company shares
The shareholders meeting, voting under the quorum and majority conditions required
for extraordinary shareholders 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, for a period of eighteen (18) months from the date of this meeting, to cancel, on one in one or several steps, up a
maximum limit of 10% of the total 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 the
share capital that shall be adjusted, if necessary, to take into account any transactions impacting it subsequent to the date of this meeting,
resolves that any excess of the purchase price of the shares above their par value shall be charged against to the share, merger or contribution