Non binding, unofficial English translation for information purposes only. Original in French. CELLECTIS A French limited liability company (soci t anonyme) with share capital of 2,273,065,50 Registered Office: 8, rue de

Non binding, unofficial English translation for information purposes only. Original in French. CELLECTIS A French limited liability

company (soci t anonyme) with share capital of 2,273,065,50 Registered Office: 8, rue de la Croix Jarry 75013 Paris Paris Trade and Companies Register No. 428 859 052 (the Company ) As shareholder of

Cellectis, you 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. The general 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: Agenda of the ordinary shareholders meeting - management report of the

board of directors, including the report on corporate governance, and presentation by the board of the annual financial statements for the financial year ended December 31, 2020, statutory auditors reports on the annual financial

statements and the agreements referred to in article L. 225-38 of the French commercial code, approval of the annual financial statements for the financial year ended December 31, 2020,

statutory auditors reports on the consolidated financial statements for the financial year ended December 31, 2020, group management report and presentation of the consolidated financial statements for the financial year ended

December 31, 2020 by the board, approval of the consolidated financial statements for the financial year ended December 31, 2020, earnings allocation for the financial year ended December 31, 2020, 1 / 40

Non binding, unofficial English translation for information purposes only. Original in French. - review of the agreements referred to in

articles L. 225-38 et seq. of the French commercial code, setting of the amount of the total compensation to be granted to the non-executive directors,

renewal of the appointment of Mr. Andr Choulika as a member of the board of directors, renewal of the appointment of Mr. David Sourdive 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, authorization to be given to the board of directors to buy back Company shares, Agenda of the extraordinary shareholders meeting - 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, delegation of authority to be granted to the board of directors to

increase the share capital by issuing ordinary shares or any securities, with cancellation of the shareholders preferential subscription rights, in favor of a category of persons meeting specified characteristics (investors having experience

in the health or biotechnology sector), delegation of authority to be granted to the board of directors to increase the share capital by issuing ordinary shares or any securities, with cancellation of the shareholders preferential

subscription rights, in favor of a category of persons meeting specified characteristics (credit institution, investment services provider or syndicate member guaranteeing the completion of the considered issuance), delegation of authority to

be granted to the board of directors to increase the share capital by issuing ordinary shares or any securities, with cancellation of the shareholders preferential subscription rights, in favor of a category of persons meeting specified

characteristics (industrial companies, institutions or entities active in the health or biotechnology sector), - delegation of authority to be granted to the board of directors to increase the share capital by issuing ordinary shares or any

securities, with cancellation of the shareholders preferential subscription rights, in favor of a category of persons meeting specified characteristics, in the context of equity or bond financing, delegation of authority to be granted to

the board of directors to increase the share capital immediately or in the future by issuing ordinary shares or any securities giving access to the share capital, while preserving the shareholders preferential subscription rights,

delegation of authority to be granted to the board of directors to increase the share capital immediately or in the future by issuing ordinary shares or any securities giving access to the share capital, with cancellation of the

shareholders preferential subscription rights, through a public offer (excluding offers referred to in paragraph 1 of article L. 411-2 of the French monetary and financial code), delegation of

authority to be granted to the board of directors to increase the share capital by issuing ordinary shares or any securities, with cancellation of the shareholders preferential subscription rights, through an offer referred to in paragraph

1 of article L. 411-2 of the French monetary and financial code, delegation to be granted to the board of directors in order to increase the number of securities to be issued as a result of a share

capital increase with or without preferential subscription rights performed pursuant to the aforementioned delegations, 2 / 40

Non binding, unofficial English translation for information purposes only. Original in French. - overall limitations to the amount of

the share capital increases that could be completed pursuant to the aforementioned delegations, delegation of authority to be granted to the board of directors to increase the share capital by way of incorporation of premiums, reserves,

profits or others, authorization to be granted to the board of directors to grant options to subscribe or purchase ordinary shares of Company shares, entailing a waiver by the shareholders of their preferential subscription rights,

authorization to be granted to the board of directors to grant free shares of the Company to employees and/or corporate officers of the Company and of its subsidiaries, entailing a waiver by the shareholders of their preferential subscription

rights, overall limitations to the amount of the share capital increases that could be completed pursuant to the above authorizations, amendment of Article 18 of the by-laws relating to

shareholders meetings (clarification of voting procedures) delegation to be granted to the board of directors to increase the Company s share capital for the benefit of employees who are members of a company savings plan(s) (plan

d pargne d entreprise) implemented pursuant to articles L. 3332-1 and following of the French labor code. ooOoo Conditions for attending the General Meeting Any shareholder, regardless of the

number of shares owned, may attend this General Meeting. Any shareholder may justify his right to participate in the shareholders meeting through the recording of the shares in the name of the shareholder or of the intermediary registered on

his behalf, on May 28, 2021, at midnight, Paris time, either in the nominative securities accounts held by Soci t G n rale, or in bearer accounts held by an authorized intermediary. The registration of shares

in the bearer accounts held by an authorized intermediary is evidenced by a certificate of participation issued by the latter, attached to the remote voting form or proxy form or on behalf of the shareholder represented by the registered

intermediary. In the context of the Covid-19 pandemic, this general meeting will take place in closed session, the shareholders will therefore not be able to attend meeting in person. Under these conditions,

shareholders are invited to vote remotely, prior to the general meeting, by giving a proxy to the chairman or to any other natural or legal entity of their choice, or by returning the postal voting form. The shareholder has several ways in which to

participate in the General Meeting. He may (1) personally attend the General Meeting or (2) participate remotely by giving a proxy to the Chairman or any other individual or legal entity of his choice, or by returning the postal voting

form. Exceptionally, we invite you not to give a proxy to a third party to represent you at the meeting insofar as the meeting will be held without the physical presence of the shareholders and therefore of any third-party proxies, and to give

preference to voting by mail or to give a proxy to the chairman. Given the uncertainty surrounding postal deadlines in the current circumstances, it is recommended that shareholders use, whenever possible, electronic means of communication in

connection with their actions and communications relating to this general meeting. 3 / 40

Non binding, unofficial English translation for information purposes only. Original in French. Shareholders wishing to vote by mail or

to give proxy to the chairman for registered shareholders: return the single voting form by post or by proxy, which will be sent to him with the convening notice, either by ordinary mail using the prepaid envelope attached to the convening notice or

by e-mail to the following address: agm@cellectis.com by May 28, 2021 at the latest; for the holders of bearer shares: request this form from the intermediary who manages their shares, as from the date of

notice of the meeting. The single voting form by post or by proxy must be accompanied by a certificate of participation issued by the financial intermediary and returned by the latter either by mail to the following address: Soci t

G n rale Service assembl es 32 Rue du Champ de Tir, CS 30812, 44308 Nantes Cedex 3 or by e-mail to the following address: agm@cellectis.com no later than May 28, 2021.

Requests for the voting forms must reach Soci t G n rale via the shareholder s financial intermediary at one of the addresses indicated above, at least six days before the date of the meeting, i.e May 26, 2021.

Only duly completed voting forms that are received at Soci t G n rale at one the addresses indicated above at least three days before the scheduled date of the meeting, i.e. no later than May 28 2021, and

accompanied by the certificate of participation issued by the authorized intermediaries for bearer shares will be taken into account. Shareholders wishing to give proxy to a third party: In accordance with the provisions of Article R.22-10-24 of the French Commercial Code, the notification of the appointment and revocation of a proxy representative can be made by electronic means, as follows: for

registered shareholders: the shareholder must send an email to the following address: assemblees.generales@sgss.socgen.com specifying the full name, address and Societe Generale identifier for directly registered shareholders (information available

at the top left of the account statement) or his or her identifier with his or her financial intermediary if he or she is a holder of administered registered shares and the full name and address of the appointed or revoked proxy; for holders of

bearer shares: the shareholder must send an email to the following address: assemblees.generales@sgss.socgen.com specifying the full name, address and bank details as well as the full name and address of the appointed or revoked proxy. The

shareholder must then imperatively ask the financial intermediary that manages his or her account to send written confirmation to Soci t G n rale, Service Assembl es, 32 Rue du Champ de Tir, CS 30812, 44308 Nantes

Cedex 3. In order for the duly signed and completed appointments or revocations of proxies to be validly taken into account, they must reach the Company or Soci t G n rale no later than the day before the meeting, i.e.

May 31, 2021, for both notifications made by post or by electronic means. The proxy holder sends his voting instructions for the exercise of his mandates in the form of a scanned copy of the single form, to Soci t

G n rale, by email to the following address: assemblees.generales@sgss.socgen.com The form must bear the surname, first name and address of the proxy, the words As a proxy holder The form must be dated and signed. Voting

directions are indicated in the box I vote by correspondence of the form. The proxy must attach a copy of his or her identity card and, where appropriate, a power of attorney from the legal entity that he or she represents. To be taken

into account, the electronic message must reach Soci t G n rale no later than the fourth day before the date of the meeting, i.e. on May 28, 2021. 4 / 40

Non binding, unofficial English translation for information purposes only. Original in French. In addition, for its own voting rights,

the proxy sends its voting instructions according to the usual procedures. It is stipulated that any shareholder having already cast a vote or sent a proxy: notwithstanding Article III of Article R. 22-10-28 of the French Commercial Code and in accordance with Article 7 of Decree no. 2020-418 of April 10, 2020, as extended by Decree no. 2021-255 of March 9, 2021, any shareholder who has already cast a postal vote, sent a proxy or requested an admission card or a certificate of participation may choose another method of participation in the

shareholders meeting, provided that his or her new instruction to this effect reaches Soci t G n rale within the time limits specified in this notice. To this end, registered shareholders who wish to change their

mode of participation are requested to send their new voting instruction by returning the single form, duly completed and signed, by e-mail to the following address: ag2021.fr@socgen.com (any other instruction

sent to this address will not be taken into account). The form must indicate the shareholder s identifier, name, first name and address, the words New instruction cancels and replaces and be dated and signed. Registered

shareholders must attach a copy of their identity card and, if applicable, a power of attorney from the legal entity they represent. Bearer shareholders are requested to contact their account-holding establishment, which will send the new

instruction to Societe Generale, together with a certificate of participation proving their status as shareholders. may at any time transfer all or part of its shares. If the transfer takes place before May 28, 2021 at midnight Paris

time, the Company shall invalidate or amend, as appropriate, the vote cast by mail, the proxy, or the certificate of participation. For this purpose, the authorized intermediary holding the account shall notify the Company or its agent of the

transfer and provide it with the necessary information. Written questions Pursuant to Articles L. 225-108 and R. 225-84 of the French commercial code, any shareholder

may also submit written questions. These questions should be addressed by email to the following address: agm@cellectis.com or by registered letter with acknowledgement of receipt, addressed to the chairman of the board of directors, at the

registered office: 8, rue de la Croix Jarry 75013 Paris. In accordance with Article 8-2 of Decree no. 2020-418 of April 10, 2020 as amended by Decree no.

2020-1614 of December 18, 2020, in order to be taken into account, written questions must be received before the end of the second business day preceding the date of the shareholders meeting, i.e. before midnight on May 28, 2021.

These questions must be accompanied by a certificate of account registration. Furthermore, insofar as the general meeting is held without the physical presence of the shareholders, it is recalled that shareholders will not be able to propose new

resolutions during the general assembly. Technical means will be put in place to enable shareholders to ask questions during the general meeting, which will be answered during the meeting. Shareholders are therefore invited to consult the section

dedicated to the 2021 general meeting on the Company s website on a regular basis. In accordance with the law, all documents that must be communicated in the context of general meetings are available to shareholders at the registered office and

can be consulted on the Company s website www.cellectis.com. __________ The board of directors 5 / 40

Non binding, unofficial English translation for information purposes only. Original in French. COMBINED SHAREHOLDERS MEETING OF

JUNE 1, 2021 TEXT OF RESOLUTIONS FIRST RESOLUTION 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, approves the 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. SECOND RESOLUTION 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 thousand 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. THIRD RESOLUTION 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 249,661,440. 6 / 40

Non binding, unofficial English translation for information purposes only. Original in French. In accordance with article 243 bis of the

French general tax code, no dividend has been distributed for the last three financial years. FOURTH RESOLUTION Review of the agreements referred to in articles L. 225-38 et seq. of the French commercial code

The shareholders 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. FIFTH RESOLUTION 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.

SIXTH RESOLUTION 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, having noted that Mr. Andr Choulika s term of office expires at the end of this shareholders meeting, resolves to renew 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 December 31, 2023. Mr. Andr Choulika has

already accepted the renewal of his appointment as a member of the board of directors. 7 / 40

Non binding, unofficial English translation for information purposes only. Original in French. SEVENTH RESOLUTION Renewal of the