Full Press Release Details
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liability company (soci t anonyme) with share capital of 2.123.283,45
Registered Office: 8, rue de la
Croix Jarry - 75013 Paris
Paris trade and companies register N . 428 859 052
COMBINED SHAREHOLDERS MEETING
Shareholders are hereby informed that they are called to attend the combined shareholder s meeting to be held on June 29, 2020 at 9 AM at Cellectis
office, located at 8, rue de la Croix Jarry, 4th floor, 75013 Paris, France. If there is no quorum, a second shareholders meeting will be held on July 24, 2020 at 9:30 AM, at the same place.
In the context of the Covid-19 epidemic and in accordance with Ordinance
No. 2020-321 of March 25, 2020, this general meeting will take place behind closed doors, i.e. without the physical presence of the shareholders and the other persons entitled to attend. The
shareholders will therefore not be able to physically attend the said meeting but may be represented and vote there under the conditions specified below.
The shareholder s meeting is called to deliberate on the following agenda:
Agenda of the ordinary shareholders meeting
Agenda of the extraordinary shareholders meeting
Approval of the financial statements for the financial year ended December 31, 2019
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, 2019, including corporate governance report, and
the statutory auditors report on financial statements for the financial year ended December 31, 2019 and the corporate governance report,
hereby approves the financial statements for the financial year ended December 31, 2019, which show a loss of 49,952,786, 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, 2019
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, 2019,
hereby approves the consolidated financial statements for the financial year ended December 31,
2019 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, 2019
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, 2019 amounts to 49,952,786,
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,
notes that no agreements referred to in those Articles were concluded during the financial
Setting the amount of the total compensation (directors 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,
hereby resolves to set the amount of the directors fees for non-executive directors to 600,000 for
the fiscal year 2020, as well as for each subsequent fiscal year, until otherwise decided by the general meeting.
Renewal of the mandate of a member of the Board of Directors of Mrs. Annick Schwebig
The General Meeting, ruling under the conditions of a quorum and majority required for Annual General Meetings,
having considered the report of the Board of Directors and noting that Mrs. Annick Schwebig s term of office expires at the end of this
resolves to renew Mrs. Annick Schwebig term of office for a further three (3) years, expiring at the
Annual General Meeting held to approve the financial statements for the year ending 31 December 2022.
Mrs. Annick Schwebig indicated in
advance that she would accept the renewal of her term of office as Director and was not subject to any incompatibility that might prevent him from exercising it.
the mandate of a member of the Board of Directors of Mr. Laurent Arthaud
The General Meeting, ruling under the conditions of a quorum and
majority required for Annual General Meetings,
having considered the report of the Board of Directors and noting that Mr. Laurent Arthaud s
term of office expires at the end of this General Meeting,
resolves to renew Mr. Laurent Arthaud term of office for a further
three (3) years, expiring at the Annual General Meeting held to approve the financial statements for the year ending 31 December 2022.
Mr. Laurent Arthaud indicated in advance that he would accept the renewal of his term of office as Director and was not subject to any
incompatibility that might prevent him from exercising it.
Renewal of the mandate of a member of the Board of Directors of Mr. Pierre Bastid
The General Meeting, ruling under the conditions of a quorum and majority required for Annual General Meetings,
having considered the report of the Board of Directors and noting that Mr. Pierre Bastid s term of office expires at the end of this General
resolves to renew Mr. Pierre Bastid term of office for a further three (3) years, expiring at the Annual General
Meeting held to approve the financial statements for the year ending 31 December 2022.
Mr. Pierre Bastid indicated in advance that he would
accept the renewal of his term of office as Director and was not subject to any incompatibility that might prevent him from exercising it.
Renewal of the mandate of a member of the Board of Directors of Mr. Rainer Boehm
The General Meeting, ruling under the conditions of a quorum and majority required for Annual General Meetings,
having considered the report of the Board of Directors and noting that Rainer Boehm s term of office expires at the end of this General Meeting,
resolves to renew Mr. Rainer Boehm term of office for a further three (3) years, expiring at the Annual General Meeting held to
approve the financial statements for the year ending 31 December 2022.
Mr. Rainer Boehm indicated in advance that he would accept the renewal of his term of office as
Director and was not subject to any incompatibility that might prevent him from exercising it.
Renewal of the mandate of a member of the Board of Directors of Mr. Herv Hoppenot
The General Meeting, ruling under the conditions of a quorum and majority required for Annual General Meetings,
having considered the report of the Board of Directors and noting that Mr. Herv Hoppenot s term of office expires at the end of this General
resolves to renew Mr. Herv Hoppenot term of office for a further three (3) years, expiring at the Annual General Meeting held
to approve the financial statements for the year ending 31 December 2022.
Mr. Herv Hoppenot indicated in advance that he would accept
the renewal of his term of office as Director and was not subject to any incompatibility that might prevent him from exercising it.
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