Full Press Release Details
liability company (soci t anonyme) with share capital of 2,080,273.10
Registered Office: 8, rue de la Croix
Paris trade and companies register No. 428 859 052
COMBINED SHAREHOLDERS MEETING
hereby informed that they are called to attend the combined shareholder s meeting to be held on June 26, 2018 at 9.30 AM at Cellectis office, located at 8, rue de la Croix Jarry,
4th floor, 75013 Paris, France, in order to deliberate on the following agenda:
ordinary shareholders meeting
extraordinary shareholders meeting
Approval of the financial statements
for the financial year ended December 31, 2017.
The shareholders meeting, deliberating under the quorum and majority conditions required
for ordinary shareholders meetings,
having reviewed the board of directors management report for the financial year ended December 31,
2017, including corporate governance report, and the statutory auditors report on financial statements for the financial year ended December 31, 2017 and the corporate governance report,
hereby approves the financial statements for the financial year ended December 31, 2017, which show a loss of 43,220,689, as well as the
transactions reflected in these financial statements and summarized in these reports,
hereby acknowledges that no expenses and no charges
as referred to in article 39-4 of the French general tax code or surplus depreciation were incurred.
Approval of the consolidated financial statements for the financial year ended December 31, 2017
The shareholders meeting, deliberating under the quorum and majority conditions required for ordinary shareholders meetings,
having reviewed the Company s management report and the statutory auditors report on the consolidated financial statements for the financial year
ended December 31, 2017,
hereby approves the consolidated financial statements for the financial year ended December 31, 2017 as
presented to it, as well as the transactions reflected in these financial statements and summarized in these reports.
Allocation of income for the financial year ended December 31, 2017
The shareholders meeting, deliberating under the quorum and majority conditions required for ordinary shareholders meetings,
having reviewed the board of directors management report,
acknowledges that the loss for the financial year ended December 31, 2017 amounts to 43,220,689,
hereby resolves to allocate the aforementioned income 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, it is recalled that no dividend has been distributed over the past
three financial years.
Approval of the agreements referred to in articles L. 225-38 and the following sections of the French commercial
The shareholders meeting, deliberating 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 and the following sections of the French commercial code,
hereby approves the terms of this report and
the agreements mentioned therein.
Each of the agreements, subject to a separate vote in which interested shareholders did not take part, shall be
approved or, where necessary, ratified.
Setting the amount of the attendance fees to be granted to the non-executive directors.
The shareholders meeting, deliberating under the quorum and majority conditions required for ordinary shareholders meetings,
having reviewed the board of directors report,
resolves to set the amount of the attendance fees for non-executive directors to 450,000 for the fiscal year 2018, as well as for each subsequent fiscal year, until otherwise decided by the general
Renewal of the term of
office of director of Mr. Andr Choulika.
The shareholders meeting, deliberating under the quorum and majority conditions required
for ordinary shareholders meetings,
having reviewed the board of directors report,
acknowledges that Mr. Andr Choulika s term of office as a member of the board of directors shall expire at the close of this meeting,
hereby resolves to renew the term of office as a member of the board of directors of Mr. Andr Choulika for a three-year (3) term
expiring at the close of the annual ordinary shareholders meeting called to vote on the financial statements for the financial year ending December 31, 2020.
Mr. Andr Choulika has already accepted his reappointment.
Renewal of the term of office of
director of Mr. David Sourdive
The shareholders meeting, deliberating under the quorum and majority conditions required for ordinary
shareholders meetings,
having reviewed the board of directors report,
acknowledges that Mr. David Sourdive s term of office as a member of the board of directors shall expire at the close of this meeting,
hereby resolves to renew the term of office as a member of the board of directors of Mr. David Sourdive for a three-year (3) term expiring at
the close of the annual ordinary shareholders meeting called to vote on the financial statements for the financial year ending December 31, 2020.
Mr. David Sourdive has already accepted his reappointment.
Renewal of the term of office of
director of Mr. Alain-Paul Godard, independent director according to the rules of the U.S. Securities Exchange Act of 1934 (the Exchange Act ) and Nasdaq Stock Market.
The shareholders meeting, deliberating under the quorum and majority conditions required for ordinary shareholders meetings,
having reviewed the board of directors report,
acknowledges that Mr. Alain-Paul Godard s term of office as a member of the board of directors shall expire at the close of this meeting,
hereby resolves to renew the term of office as a member of the board of directors of Mr. Alain-Paul Godard for a three-year (3) term expiring
at the close of the annual ordinary shareholders meeting called to vote on the financial statements for the financial year ending December 31, 2020.
Mr. Alain-Paul Godard has already accepted his reappointment.
Renewal of the term of office of
J.M.H. Conseil, as Company s Statutory Auditors.
The shareholders meeting, deliberating under the quorum and majority conditions required
for ordinary shareholders meetings,
having reviewed the board of directors report,
noting that the terms of office of J.M.H. Conseil as statutory auditor and Georges Rey Conseils as deputy statutory auditor expire at the end of this
Shareholders Meeting,
renews the term of office of J.M.H. Conseil as statutory auditor for a six fiscal-year period, expiring at the end of the
ordinary Shareholders Meeting convened to approve the financial statements for the fiscal year ended December 31, 2023,
Georges Rey Conseils as deputy statutory auditor, the appointment of a deputy statutory auditor being not required if the principal statutory auditor is not an individual or an entity with only one shareholder.
Renewal of the term of office of
Ernst & Young et Autres, as Company s Statutory Auditors.
The shareholders meeting, deliberating under the quorum and majority
conditions required for ordinary shareholders meetings,
having reviewed the board of directors report,
noting that the terms of office of Ernst & Young et Autres as statutory auditor and Auditex as deputy statutory auditor expire at the end of this
Shareholders Meeting,
renews the term of office of Ernst & Young et Autres as statutory auditor for a six fiscal-year period, expiring at
the end of the ordinary Shareholders Meeting convened to approve the financial statements for the fiscal year ended December 31, 2023,
decide not to renew Auditex as deputy statutory auditor, the appointment of a deputy statutory auditor being not
required if the principal statutory auditor is not an individual or an entity with only one shareholder.
Approval of 2017 Stock Option Plan and payment for the stock options or stock purchase plan adopted by the Board of Directors on October 11, 2017.
The shareholders meeting, acting with the quorum and the majority required to ordinary shareholders meeting,
having reviewed the board of directors report and acting in accordance with the US Internal Revenue Code regarding the allocation of incentive stock
options to beneficiaries who are U.S. tax residents, as provided for by the 2017 Stock Option Plan adopted by the board of directors on October 11, 2017,
hereby approves the 2017 Stock Option Plan and the payment for the stock options granted thereunder, which were adopted by the Board of Directors at
its meeting on October 11, 2017.
Authorization to be given to the board of directors to buy back Company shares,
The shareholders meeting, deliberating under the quorum and majority conditions required for ordinary shareholders meetings,
having reviewed the board of directors report,
accordance with the provisions of articles L. 225-209 and the following sections of the French commercial code,