Full Press Release Details
Translation for information purposes only
A French limited 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
OF COMBINED SHAREHOLDERS MEETING
Shareholders are hereby informed that they are called to the combined shareholder s meeting to be held on
November 4, 2020 at 9:30 a.m. 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 November 20, 2020, 2020 at at 9:30 a.m. at the same place.
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 November 30, 2020 by Decree
No. 2020-925 of July 29, 2020, this general meeting will take place in camera, 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.
shareholder s meeting is called to deliberate on the following agenda:
Agenda of the ordinary shareholders meeting
Agenda of the extraordinary shareholders meeting
Appointment of a new board member
The General Meeting, ruling under the conditions of quorum and majority required for ordinary general meetings,
having considered the report of the board of directors,
appointed Mr Jean-Pierre Garnier as new board member for a term of office of three (3) years, expiring at the annual general meeting held to
approve the financial statements for the year ending December 31, 2022.
Mr. Jean-Pierre Garnier indicated in advance that he would accept this
term of office as director and was not subject to any incompatibility that might prevent him from exercising it.
Translation for information purposes only
Amendment of the age limit applicable to directors, the chairman of the board of directors, the chief executive officer and to the deputy chief executive
officers subsequent amendment of the articles of association
The General Meeting, ruling under the conditions of quorum and majority required
for extraordinary general meetings,
having considered the report of the board of directors,
resolved to amend the the age limit applicable to directors, the chairman of the board of directors, the chief executive officer and to the deputy
chief executive officers in order to bring it from 70 to 75 years and as a consequence to amend :
(i) the last paragraph of article 11.1. of the articles
of association as follows:
The number of directors over the age of 75 shall not exceed one-third of the
directors in office. If this limit is exceeded during the directors terms of office, the oldest director shall automatically be deemed to have resigned at the end of the next ordinary general shareholders meeting.
(ii) the last paragraph of article 11.2. of the articles of association as follows:
The Chairman of the Board cannot be more than 75 years old. If the Chairman reaches this age limit during his term of office as Chairman, he shall
automatically be deemed to have resigned at the end of the current office. Subject to this provision, the Chairman of the Board is always eligible for reappointment.
(iii) article 14.1.2. of the articles of association as follows:
The Chief Executive Officer cannot be more than 75 years old. If the Chief Executive Officer reaches this age limit, he shall automatically be deemed
to have resigned. However, the Chief Executive Officer s term of office shall be prolonged until the next Board of Directors meeting, at which a new Chief Executive Officer shall be appointed.
(iv) the fifth paragraph of article 14.2.1. of the articles of association as follows:
Deputy Chief Executive Officers cannot be more than 75 years old. If a Deputy Chief Executive Officer in office reaches this age limit, he shall
automatically be deemed to have resigned. The Deputy Chief Executive Officer s term of office shall be prolonged until the next Board of Directors meeting, at which a new Deputy Chief Executive Officer may be appointed.
attending the General Meeting
Any shareholder, regardless of the number of shares owned, may attend this General Meeting.
The right to participate in the meeting shall be evidenced by the registration of the shares in the name of the shareholder or of the intermediary registered
on his behalf, at midnight, Paris time, on November 2, 2020, either in the registered share accounts held by Soci t G n rale or in the bearer share accounts held by an authorized custodian.
The registration of shares in the bearer share accounts held by an authorised 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.
Translation for information purposes only
Due to the Covid-19 pandemic, this general meeting will take place
in camera. The shareholders will therefore not be able to physically attend said meeting.
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 person of their 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.
Shareholders wishing to vote by mail, on the Internet or give proxy to the chairman :
Requests for the voting form 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.
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 November 1st, 2020, and accompanied by the certificate of participation issued by an authorised intermediary for bearer shares will be
Shareholders wishing to give proxy to a third party :
In accordance with Article R.225-79 of the French Commercial Code, the notification of the appointment and revocation
of a proxy representative can be made electronically, as follows:
To be taken into account, the notifications of appointment or revocation of a proxy, duly completed and signed, must reach the Company or
Soci t G n rale at the latest :
Translation for information purposes only
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.
form must bear the surname, first name and address of the proxy, the words As a proxy holder and must be dated and signed. Voting directions are indicated in the box I vote by correspondence of the form.
He attaches a copy of his identity card and, where appropriate, a power of representation for the person morality that he represents.
To be taken into account, the email shall reach Soci t G n rale at the latest on the fourth day prior to the date of the meeting,
i.e. on October 29, 2020.
In addition, for its own voting rights, the proxy sends its voting instructions in accordance with the usual procedures.
It is stipulated that any shareholder having already cast his vote or sent a proxy:
Requests to add draft resolutions or items to the agenda
Requests to add draft resolutions or items to the agenda of the general meeting fulfilling the conditions provided for by Articles L.225-105, R.225-71, and R.225-73 of the French Commercial Code, presented by shareholders, must, in accordance with the legal
provisions, reach Cellectis, 8 rue de la Croix Jarry 75013 Paris, by registered letter with acknowledgement of receipt or by electronic communication at the following address agm@cellectis.com, no later than the twenty-fifth day
preceding the date of the general meeting.
These requests must be accompanied by a registration certificate that justifies the possession or the
representation by the authors of the request of the proportion of the capital required by Article R.225-71 above. In addition, the examination by the general meeting of the items or draft resolutions filed by the shareholders in accordance with the
regulations is subject to the submission by the authors of the request of a new certificate justifying the registration of their shares under the same conditions by the second business day preceding the meeting.
The texts of the draft resolutions submitted by the shareholders and the list of items added to the agenda at their request will be posted on the
Company s website www.cellectis.com as soon as the aforementioned conditions are fulfilled.
Questions in writing
Any shareholder may also formulate a written question. These questions should be addressed:
Translation for information purposes only
at the latest four business days before the general meeting, i.e. on October 29, 2020, accompanied by a certificate of registration either in the
registered securities accounts or in the bearer securities accounts kept by the authorised intermediary.
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 ask oral questions or propose new resolutions during the general meeting. However, written questions from shareholders that are sent to the
Company after the deadline provided for by the regulatory provisions but before the general meeting via the above-mentioned address agm@cellectis.com will be processed in the as far as possible.
This meeting notice constitutes notice of the meeting provided that no changes are made to the agenda and resolutions, in particular following requests for
the registration of draft resolutions presented by shareholders.