Full Press Release Details
Non binding, unofficial English translation for information purposes only.
liability company (soci t anonyme) with share capital of 2,121,503.45
Registered Office: 8, rue de la
Croix Jarry - 75013 Paris
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 25, 2019 at 9:30 AM (Paris time) at Cellectis office, located at 8, rue de la Croix Jarry, 4th floor, 75013 Paris, France, in order to deliberate on the following agenda:
Agenda of the ordinary
shareholders meeting
Agenda of the extraordinary shareholders meeting
WITHIN THE SCOPE OF THE ORDINARY SHAREHOLDERS MEETING
Approval of the financial statements for the financial year ended December 31, 2018.
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, 2018, including corporate governance report, and
the statutory auditors report on financial statements for the financial year ended December 31, 2018 and the corporate governance report,
hereby approves the financial statements for the financial year ended December 31, 2018, which show a loss of 22,831,741, 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, 2018
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, 2018,
hereby approves the consolidated financial
statements for the financial year ended December 31, 2018 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, 2018
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, 2018 amounts to 22,831,741,
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 in accordance with the provisions of Article L. 225-40 of the French commercial code, the Share Purchase Agreement entered into between the Company and Mr. Andr Choulika, Chairman and Chief Executive Officer, relating to the repurchase by the Company
of RSU of Calyxt, Inc. held by Mr. Andr Choulika, the conclusion of which authorized by the board of directors on May 4, 2018.
Approval of the agreements referred to in articles L. 225-38 and the following sections of the
French commercial code
The shareholders meeting, deliberating under the quorum and majority conditions required for ordinary shareholders
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 in accordance with the
provisions of Article L. 225-40 of the French commercial code, the Share Purchase Agreement entered into between the Company and Mr. Jean-Marie Messier, director, relating to the repurchase by the Company
of RSU of Calyxt, Inc. held by Mr. Jean-Marie Messier, the conclusion of which authorized by the board of directors on May 4, 2018.
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,
ratifies, in accordance with the provisions of Article L.
225-42 of the French commercial code, the amendment dated January 1. 2018 to the consulting agreement entered into with Godard and Co, of which Mr. Alain Godard is the manager, the purpose of which was to
bring the annual remuneration due under the said agreement to 50,000 excluding taxes, the conclusion of this addendum having not been the subject of prior authorization by the board of directors due to an omission,
approves the renewal of the consulting contract entered into with Godard and Co, of which Mr. Alain Godard is the manager, as authorized by
the board of directors on March 12, 2018.
Approval of 2018 Stock Option Plan and payment for the stock options or stock purchase plan adopted by the Board of Directors on August 1, 2018.
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 2018 Stock Option Plan adopted by the board of directors on August 1, 2018,
hereby approves the 2018 Stock Option Plan and the payment for the stock options granted thereunder, which were adopted by the Board of Directors at
its meeting on August 1, 2018.
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,
hereby authorizes the board of directors to acquire Company shares, in accordance with the terms and conditions set out in articles L. 225-209 and the following sections of the French commercial code,
hereby resolves that the acquisition, disposal
or transfer of these shares may be carried out by any means, on one or more occasions, in particular in the market or over the counter, including by acquisition or disposal of blocks of shares, public offerings, through the use of derivatives or
option-based instruments, in accordance with the terms and conditions stipulated by the market authorities and in compliance with the applicable regulation,
hereby resolves that the authorization may be used for the purpose of:
hereby 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 shall be subject, where applicable, to the adjustments necessary in order to take into account share capital operations (in particular, the incorporation of reserves, the granting of free shares and the stock
split or reverse stock split of shares) that might occur during this authorization s validity period,
hereby notes that the maximum number of
shares that might 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 when calculating this limit shall correspond to the number of shares purchased minus the number of shares resold during the period of the 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,
hereby confers all powers on the board of directors, with the ability to further delegate as provided for by law, to implement this authorization, to
place any stock market orders, conclude any agreements in accordance with the law, to carry out any formalities, measures and declarations to the French financial market authority (Autorit des March s Financiers) and any other
competent authorities and to do whatever is generally necessary.
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 given to the board of directors for the purpose of reducing the share capital through the cancellation of shares in the context of the
authorization to buy back its own shares,
The shareholders meeting, deliberating under the quorum and majority conditions required for
extraordinary shareholders meetings,
having reviewed the board of directors report and the statutory auditors special report,
subject to the adoption of the 8th resolution above,
hereby authorizes the board of directors, in accordance with article L. 225-209 of the French commercial code,
for a period of eighteen (18) months from the date of this meeting, to cancel, on one or more occasions, up to the limit of 10% of the total share capital per twenty-four (24) months period, all or some of the shares acquired by the
Company and to proceed correspondingly to reduce the
share capital, it being specified that this limit applies to an amount of share capital that shall be adjusted, where applicable, to take into account transactions that might affect it after the
date of this meeting,
hereby resolves that any excess of the purchase price of the shares above their par value shall be charged against the share
premium, merger or asset contribution account or against any other available reserve account, including the legal reserves up to the limit of 10% of the capital reduction carried out,
hereby confers all powers on the board of directors, with the ability to further delegate as provided for by law, for the purpose of carrying out all
actions, formalities or declarations to implement the share capital reductions that might be carried out under this authorization and for the purpose of consequently amending the Company s bylaws.
This authorization is granted for a period of eighteen (18) months from the date of this general meeting and terminates any previous authorization having