Cellectis S A : Report of the board of directors to the Combined Shareholders’ Meeting - June 28, 2024

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CELLECTIS

A corporation ("SA") with a share capital of 4,997,776.75 euros

Headquarters: 8, rue de la Croix Jarry - 75013 Paris

428 859 052 T.C.R. Paris

(the "Company")

REPORT OF THE BOARD OF DIRECTORS

TO THE COMBINED SHAREHOLDERS' MEETING

OF 28 JUNE 2024

Dear shareholders,

We submit for your approval resolutions that fall within the competence of both the ordinary and extraordinary general meeting.

You are thus called to vote on the following agenda:

Agenda under the competence of the ordinary general 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, 2023,
• reports of the auditors on the annual financial statements and the agreements referred to in Article L. 225-38 of the French Commercial Code,
• auditors' report on the consolidated financial statements for the financial year ended December 31, 2023,
• management report of the Group and presentation by the Board of the consolidated financial statements for the financial year ended December 31, 2023,

1. approval of the annual financial statements for the financial year ended December 31, 2023,
2. approval of the consolidated financial statements for the financial year ended December 31, 2023,
3. allocation of the results for the financial year ended December 31, 2023,
4. allocation of losses carried forward to the "share premium" account,
5. review of the agreements considered in articles L. 225-38 et seq. of the French Commercial Code (financing agreement with Bpifrance),
6. review of the agreements considered in articles L. 225-38 et seq. of the French Commercial Code (subsidy and repayable advance agreement with Bpifrance),
7. renewal of the appointment of Mr. André Choulika as a member of the Board of Directors,
8. renewal of the appointment of Mr. David Sourdive as a member of the Board of Directors,
9. renewal of the appointment of J.M.H. Conseil as statutory auditor,
10. appointment of KPMG as statutory auditor,

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11. authorization to the Board of Directors to buy back shares of the Company,

Agenda under the competence of the extraordinary general meeting

1. authorization to be granted to the Board of Directors to reduce the share capital by cancelling shares under the authorization for to buy back its own shares,
2. up-dateof Article 24 of the articles of association "Loss of one half of share capital" in order to comply with legal provisions,
3. 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 and/or any securities, with cancellation of shareholders' preferential subscription rights in favor of the European Investment Bank or of other entities that may succeed EIB, according to any finance agreement entered or be entered,
4. 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 and/or any securities, with cancellation of shareholders' preferential subscription rights in favor of a category of persons meeting specified characteristics (investors with experience in the health or biotech sector),
5. 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, with cancellation of shareholders' preferential subscription rights in favor of a category of persons meeting specified characteristics (credit institutions, investment services providers or members of an investment pool guaranteeing the completion of the considered issue),
6. 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 other securities, with cancellation of 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),
7. delegation of authority to be granted to the Board of Directors to increase the capital by issuing ordinary shares or any other securities with cancellation of shareholders' preferential subscription rights in favor of a category of persons meeting specified characteristics the framework of an equity or bond financing agreement,
8. delegation of authority to be granted to the Board of Directors to decide on the issuance of ordinary shares to be issued immediately or in the future by the Company, with cancellation of the shareholders' preferential subscription rights, to the benefit of a category of persons meeting specified characteristics within the framework of an equity financing program on the American market known as "At-the-market" or "ATM",
9. delegation of authority to be granted to the Board of Directors to immediately or in the future increase the share capital by issuing ordinary shares or any other securities giving access to the share capital, with the shareholders' preferential subscription rights maintained,
10. delegation of authority to be granted to the Board of Directors to increase the capital immediately or in the future through the issue of ordinary shares or any securities, with cancellation of the shareholders' pre-emptive subscription rights by way of a public offering (other than the offers referred to in paragraph 1° of Article L. 411-2 of the French Monetary and Financial Code),
11. delegation of authority to be granted to the Board of Directors to increase the capital immediately or in the future through the issue of ordinary shares or any securities, with cancellation of' pre-emptive subscription rights by way of an offering referred to in paragraph 1° of Article L. 411-2 of the French Monetary and Financial Code,

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1. delegation of authority to be granted to the Board of Directors to increase the amount of each of the issues with or without pre-emptive subscription rights which will be decided pursuant to the above delegations,
2. determination of the total amount of the capital increases that may be carried out under the aforementioned delegations (excluding the share capital increase with upholding of the shareholders' preferential subscription rights and the share capital increase in favor of the European Investment Bank or of other entities that may succeed EIB, according to any finance agreement),
3. delegation of authority to be granted to the Board of Directors to increase the capital by incorporation of premiums, reserves, profits or other,
4. authorization to be granted to the Board of Directors to grant options to subscribe for or purchase ordinary shares in the Company, entailing a waiver by the shareholders of their preferential subscription rights,
5. authorization to be granted to the Board of Directors to proceed with free allocations of ordinary shares of the Company, to the benefit of employees and/or corporate officers of the Company and its subsidiaries, entailing the waiver by the shareholders of their preferential subscription rights,
6. determination of the total amount of the capital increases that may be carried out by virtue of the aforementioned authorization to grant options to subscribe for or purchase shares and the aforementioned authorization to grant free shares,
7. delegation of authority to be granted to the Board of Directors for the purpose of carrying out a capital increase whose subscription will be reserved for members of a company savings plan established pursuant to Articles L. 3332-1 et seq. of the Labor Code.

1. MANAGEMENT REPORT ON THE ACTIVITIES OF THE COMPANY AND THE GROUP DURING THE FINANCIAL YEAR ENDING 31 DECEMBER 2023 - APPROPRIATION OF RESULTS - ALLOCATION OF LOSSES CARRIED FORWARD TO THE "SHARE PREMIUM" ACCOUNT - RELATED-PARTYAGREEMENTS(1st to 6th resolutions)

We invite you to refer to the management report and the report on the management of the group of the Board of Directors and to the reports of the auditors which have been made available to you in accordance with legal and regulatory requirements.

You will also note that the statutory auditors' special report refers to related-party agreementS entered into during the past fiscal year, which we submit for your approval.

With regard to the progress of corporate affairs since the beginning of the current financial year, we invite you to refer to the management report of the Board of Directors.

Taking into account the allocation of the losses of the past fiscal year to the "retained earnings" account, the "retained earnings" account will be in debit in the amount of 104,392,234 euros at December 31, 2023. We also remind you that the « share premium » account amounts to 228,505,568 euros as of December 31, 2023.

We propose to charge all the losses recorded in the "retained earnings" account to the "share premium" account, which would thus be reduced to 124,113,334 euros. The "retained earnings" account would be completely cleared.

This allocation will enable the Company to improve the presentation of its balance sheet and will facilitate the obtaining of loans from credit institutions or grants from organizations subject to European regulations.

Indeed, given the debit amount of the "retained earnings" account and although the shareholders' equity is higher than half of the share capital, according to the criteria retained by these institutions, the Company has no capacity to obtain financing.

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This proposal will therefore enable the Company to have an acceptable balance sheet according to the criteria retained by the entities subject to European law and to obtain financings.

Regarding agreements mentioned in Articles L. 225-38 and seq. of the French Commercial Code

In accordance with Article L. 255-38 of the French Commercial Code, the Company's general meeting is asked to vote on related-party agreements signed by the Company during the year.

We entered into a transfer of receivables agreement with Bpifrance, to provide to Cellectis financing of 80% of the tax receivables due to Cellectis in connection with the research tax credit (Crédit Impôts Recherche). Pursuant to this agreement and according to market standards, Bpifrance advances 5,284,000 euros over the period from June 15, 2023 to June 15, 2024, with a fee to be charged to Cellectis of 0.40%.

We also entered into a subsidy and repayable advance agreement with Bpifrance to support a research and development program related to UCART22x20 for up to 6,400,000 euros, subject to standard conditions.

1. COMPOSITION OF THE BOARD OF DIRECTORS

The Company's Board of Directors has currently eleven members (seven of whom are independent according to the SEC and Nasdaq Rules), Mr. Jean-Pierre Garnier, Mr. André Choulika, Chief Executive Officer, Mr.Laurent Arthaud, Mr.Pierre Bastid, Mr.Donald Bergstrom, Mr.Rainer Boehm, Mrs. Cécile Chartier, Mr. Axel-Sven Malkomes, Mr. David Sourdive, Deputy Chief Executive Officer, EVP CMC and Manufacturing, Mr. Marc Dunoyer and Mr. Tyrell Rivers.

Board members

Mr. Jean-Pierre Garnier Chairman of the Board of Directors (2020)

Mr. André Choulika Director, CEO, Co-Founder(1999)

Mr. David Sourdive Director (2000), Co-founder,Executive Vice President, CMC and Manufacturing

Mr. Laurent Arthaud

Director (2011)

Mr. Pierre Bastid

Director (2011)

Mr. Donald A. Bergstrom

Director (2022)

Mr. Rainer Boehm

Director (2017)

Mrs. Cécile Chartier

Mr. Axel-Sven Malkomes

Director (2022)

Independence	Tax	Term of
residence	offices
SEC /	Middlenext
Nasdaq
X	X	United States	2026
		France	2024
		France	2024
X		France	2026
X		Belgium	2026
X	X	United States	2025
X	X	Switzerland	2026
X	X	United States	2026
X	X	Germany	2025

External mandates

Carrier Global Corp. (director)

Institut Pasteur (director)

MEDLIS (director), Exeliom SAS (director), Cell-Easy SAS (director), hema.to GmbH (director), Agemia SAS (director)

Sparing Vision SAS (director), Kurma Life Sciences (director), Aledia (director), Ribogenics, Inc. (director), Enyo Pharma (director), ArgoBio (director)

Carmat (director), Pharnext (director)

Fusion Pharmaceuticals (director)

BioCopy AG (director), Berlin

Cures AG (director), Omega

Therapeutics (director)

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Mr. Marc Dunoyer	United States	2027	JCR Pharmaceuticals (director)
Mr. Tyrell Rivers	United States	2027	[ADC Therapeutics (director)

The members of the Board of Directors have been selected with regard for the unique combination of their expertise, experience and other skills, which enables each one to make a valuable contribution to the Board of Directors. Thanks to their panel of skills, the members of the Board of Directors benefit from quality expertise and good practices in finance and administration, governance and compensation.

The preparation and follow-up work done by each director between meetings enables the Board of Directors to hold effective meetings and take informed and cautious decisions. Each director brings vital skills to the work of the Board of Directors that are essential to rise to the specific challenges facing the Company.

RENEWAL OF THE APPOINTMENT OF OUTGOING DIRECTORS(7th and 8th resolutions)

We therefore propose to renew the appointment as director of Mr. André Choulika, our Chief Executive Officer, and Mr. David Sourdive, our Deputy Chief Executive Officer, EVP CMC and Manufacturing, for a term of three (3) years expiring at the end of the ordinary annual general meeting of shareholders convened to vote on the financial statements for the financial year ending December 31, 2026.

1. STATUTORY AUDITORS (9th and 10th resolutions)

We inform you that the terms of office of J.M.H. Conseils and Ernst & Young et Autres as statutory auditors expire at the end of this Shareholders Meeting.

We propose to renew the term of office of J.M.H. Conseils 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 on December 31, 2029.

We propose to not renew the term of office of Ernst & Young et Autres.

The selection procedure of the auditors to be appointed during this Shareholders Meeting was overseen by the audit and finance committee, following which a recommendation to the Board of Directors was issued. The Board of Directors, at its meeting of January 25, 2024 approved the audit and finance recommendation and decided to propose the appointment of KPMG SA as independent registered public accounting firm by our shareholders.

We thus propose to appoint KPMG SA 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 on December 31, 2029.

IV.	AUTHORIZATION TO THE BOARD OF DIRECTORS TO BUY BACK SHARES OF THE COMPANY(11th and 12th
	resolutions)

We propose that you renew the authorization granted to the Board of Directors for a period of eighteen (18) months by the General Meeting of June 27, 2023 to implement a share buyback program.

In the past, this share buyback program was used exclusively within the framework of a liquidity contract, meeting the objective of promoting the liquidity of the Company's shares by an investment services provider. The request we are submitting to you is to allow the implementation of such a liquidity contract, up to a limit of 10% of the share capital.

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This year, the amount of funds for the share buy-back program would be a maximum of 10,000,000 euros. The maximum purchase price per share (excluding fees and commissions) would be set at 10 euros.

We also submit for your approval the authorization to cancel, if necessary, the Company's shares held by the Company in the context of the implementation of its share buyback program and to reduce the share capital accordingly.

1. UP-DATEOF ARTICLE 24 OF THE ARTICLES OF ASSOCIATION "LOSS OF ONE HALF OF SHARE CAPITAL" IN ORDER TO COMPLY WITH LEGAL PROVISIONS(13th resolution)

We propose to amend Article 24 of the Articles of Association "Loss of one half of share capital" in order to comply with the legal provisions concerning the procedures for restoring shareholders' equity in the event of a loss of one half of share capital. Article 24 as amended is provided in the 13th resolution submitted to your approval.

VI.	FINANCIAL DELEGATIONS TO BE GRANTED TO THE BOARD OF DIRECTORS(14th to 25th resolutions)

We propose to renew in advance the financial delegations granted to the Board of Directors by the General Meeting of June 27, 2023 which have been expired, in order to avoid the subsequent convening of a new meeting for this sole purpose.

We also propose granting another delegation of financial authority to the Board of Directors to increase the share capital by issuing ordinary shares and/or any securities, with cancellation of preferential subscription rights, in favor of the European Investment Bank (EIB) or of any other entities that may succeed the EIB, within the framework of any finance agreement.

In this way your Board of Directors will have the widest possible range of delegations to respond to market opportunities which may arise without having to convene the shareholders.

We need external funding to carry out our activities and maintain our operations.

Based on the current operating plan, Cellectis anticipates that the cash, cash equivalents, and restricted cash of $156 million as of December 31, 20231, in addition to the additional investment by AstraZeneca of $140 million completed on May 3, 2024, will be sufficient to fund its operations into 2026.

We believe it is appropriate to seek additional capital if market conditions are favorable or in light of specific strategic considerations, striving to make these financial decisions with the utmost care and based on a rational process.

Our capital-raising request is essential to create value for our shareholders. The funding would allow us to:

• accelerate the progress of clinical trials for our UCART product candidates, UCART22, UCART123, and UCART20x22 and expand to new sites (mainly in the US and Europe, including France);
• ensure our competitive advantage by continuing investment in manufacturing capabilities in Raleigh, North Carolina and Paris, France (raw materials, starting materials, investigational medicinal products, and preparation for planned marketing approval and commercialization);
• support the ongoing operating resources and infrastructure to advance the Company to the next stages of product development and commercialization;
• expand Cellectis' gene editing technologies.

1 Cash position includes cash, cash equivalents, restricted cash and fixed-term deposits classified as current financial assets. Restricted cash was $5 million as of December 31, 2023. Fixed-term deposits classified as current-financial assets was §15 million as of December 31, 2023.

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These new delegations would terminate the delegations with the same purpose granted by the general meeting of June 27, 2023.

You will read the reports drawn up by the auditors on these delegations and authorizations.

In this respect, we would like to point out that, except for the 14th resolution:

• the overall maximum nominal amount of capital increases which may be carried out, immediately or in the future, by virtue of the delegations thus granted would be set at 1,499,333 euros (i.e. 30% of the share capital on the date of this report), to which amount would be added, where applicable, the nominal value of any additional shares or securities to be issued, to preserve, in accordance with the law, the rights of holders of securities giving access to the capital and other rights giving access to the share capital, and
• the maximum aggregate nominal amount of debt securities that may be issued pursuant to the delegations thus granted shall be set at 300,000,000 euros, it being specified that this ceiling shall not apply to the debt securities referred to in Articles L. 228-40, L. 228-36-A and L. 228-92 paragraph 3 of the Commercial Code, the issue of which would be decided or authorized by the Board of Directors under the conditions provided for by Article L. 228-40 of the Commercial Code, or in other cases, under the conditions that the Company would determine in accordance with the provisions of Article L. 228-36-A of the Commercial Code,

it being specified :

1. that these ceilings would not apply to the delegations of authority that it is proposed that you grant to your Board of Directors with a view to increasing the share capital
2. 1. with cancellation of preferential subscription rights, in favor of the European Investment Bank (14th resolution),
   2. with maintenance of the shareholders' preferential subscription rights (20th resolution) (for which the ceiling is set at 50% of the share capital at the date of this report), and
   3. by incorporation of premiums, reserves, profits or others (25th resolution)
3. and that in any event:
4. 1. the total nominal amount of the capital increases that are carried out pursuant to the fifteenth, sixteenth, eighteenth, nineteenth, twenty-first, and/or twenty-second resolutions, with a discount to the relevant VWAP reference, may not exceed 999,555.35 euros (representing 20% of the Company's share capital as at the date of this report),
   2. the maximum aggregate nominal amount of the capital increases that may be carried out pursuant to the delegations of authority granted under the 15th to 23rd resolutions above shall not exceed 1,499,333 euros (representing 30% of the Company's share capital as at the date of this report), it being specified that the additional amount of shares to be issued to preserve, in accordance with the legal or regulatory provisions and, where applicable, the applicable contractual stipulations, the rights of the holders of securities and other rights giving access to shares shall be added to this ceiling, and
   3. the maximum aggregate nominal amount of debt securities which may be issued pursuant to the delegations granted under the aforementioned resolutions is set at 300,000,000 euros (or the equivalent value at the date of issue of this amount in foreign currency or in a unit of account established by reference to several currencies), it being specified that this ceiling does not apply to the debt securities referred to in Articles L. 228- 40, L. 228-36-A and L. 228-92 paragraph 3 of the Commercial Code, the issue of will be decided or authorized by the Board of Directors under the conditions provided for in Article L. 228-40 of the Commercial Code, or in other cases, under the conditions that the Company determines in accordance with the provisions of Article L. 228-36- A of the Commercial Code.

All of these delegations would be granted for a period of eighteen (18) months, with the exception of the delegations referred to in the 20th to 23th and 25th resolutions which would be granted for a period of twenty six (26) months.

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The Board of Directors shall have full powers, with the right to delegate and subdelegate, to implement the delegations thus granted and to carry out on one or more occasions in the proportions and at the times it shall determine, the issues referred to therein - as well as, where applicable, to postpone them

• to enter into all agreements to successfully complete the planned issues, to record the completion thereof and to amend the Bylaws accordingly.

Should the Board of Directors use the delegation of authority thus granted to it, it will report thereon to the next ordinary general meeting in accordance with the law and regulations.

We therefore propose that you examine each of the delegations and authorizations which you are requested to grant to your Board of Directors.

1. Delegation of authority to be granted to the Board of Directors to increase the capital by issuing ordinary shares or any other securities with cancellation of shareholders' preferential subscription rights in favor of the European Investment Bank (14th resolution)

As previously disclosed, the Company entered into finance and warrant agreements with the European Investment Bank allowing a credit facility for up to € 40 million, divided in three tranches (€20M for the first tranche ("Tranche A"), €15M for the second tranche ("Tranche B") and €5M for the third tranche ("Tranche C")). The Company plans to use the proceeds of this facility toward the development of its UCART pipeline.

Under these agreements, the Company agreed to issue warrants to EIB as a condition to the funding of each of the three tranches of the finance agreement. On April 2023, the Company announced the drawdown of the Tranche A, and issued 2,799,188 warrants to the benefit of the EIB, representing 5.0% of the Company's outstanding share capital, at an exercise price equal to €1.92. On January 2024, the Company announced the drawdown of the Tranche B, and issued 1,460,053 warrants to the benefit of the EIB at an exercise price equal to €2.53.

In order for the Company to drawdown Tranche C, if and when the other conditions precedent are met, the number of warrants to be issued to the benefit of the EIB will be determined as follow:

1. if the sum of cash injections through the issuance of new ordinary shares or other securities subordinated to the Finance Contract and upfront and milestone payments in connection with existing or new partnerships between October 31, 2022 and the Tranche C disbursement exceeds €70,000,000, an aggregate number of warrants equal to 5,000,000 divided by product of the 5-Day AP multiplied by 4.75;
2. otherwise, an aggregate number of warrants equal to 5,000,000 divided by the product of the 5-Day AP multiplied by 4.25.

We request that you delegate to the Board of Directors the authority to decide to issue ordinary shares of the Company as well as any securities, with cancellation of the preferential subscription right, to the benefit of the European Investment Bank.

The overall nominal amount of the capital increases which may be carried out by virtue of this resolution is set at 155,000 euros or its equivalent in foreign currency, to which shall be added, if applicable, the nominal value of additional shares or securities to be issued, if any, in order to preserve, in accordance with the law and as the case may be to the applicable contractual provisions, the rights of holders of securities and other rights giving access to the capital.

The issue price of the new shares which may be issued pursuant to this delegation shall be at least equal to the average price of a share on the Euronext Growth market (or in the event of failure to list on this market, on any other market on which the Company's shares are then listed), weighted by volumes, during the last three trading sessions prior to the setting of the issue price (the "3-dayVWAP") possibly reduced by a maximum discount of 15%, taking into account, if applicable, the date of dividend entitlement, it being specified that (i) in the event of the issue of securities giving access to the share capital, the issue price of the ordinary shares which may be issued as a result of their exercise, conversion or exchange of such securities may be set, at the Board's discretion, by reference to a

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calculation formula defined by the Board and applicable after the issue of such securities (e.g. upon their exercise, conversion or exchange), in which case the aforementioned maximum discount may be assessed, if the Board deems it appropriate, on the date of application of the said formula (and not on the date of setting the issue price) and (ii) the issue price of the securities giving access to the share capital, if any, issued pursuant to this resolution shall be such that the amount, if any, received immediately by the Company, plus the amount which may be received by the Company upon exercise or conversion of such securities, shall be, for each share issued as a result of the issue of such securities, at least equal to the minimum amount referred to above.

The proposed maximum discount gives the Company greater flexibility in setting the price, depending on market opportunities.

1. Delegation of authority to be granted to the Board of Directors to increase the capital by issuing ordinary shares or and/or, any other securities, with cancellation of shareholders' preferential subscription rights in favor of a category of persons meeting specified characteristics (investors with experience in the health or biotech sector) (15th resolution)

This delegation is identical in all respects to the delegation referred to in point (a) above, except for:

• the category of beneficiaries: natural or legal persons (including any companies), trusts, and investment funds, or other investment vehicles of whatever form (including, without limitation, any investment fund or venture capital company, in particular any FPCI, FCPI or FIP), governed by French or foreign laws, whether or not they are shareholders of the Company, who habitually invest or have invested (including, where applicable, in the form of loans or debt securities, whether convertible or not) at least 5 million euros over the last 36 months in the health or biotechnology sector.
• the overall nominal amount of the capital increases which may be carried out by virtue of this resolution is set at 1,499,333 euros (representing 30% of the Company's share capital as at the date of this report) or its equivalent in foreign currency.
• the total nominal amount of the capital increases that may be carried out, immediately or in the future by virtue of this resolution, at a 3-day VWAP, may not exceed 999,555.35 euros (representing 20% of the Company's share capital as at the date of preparation of this report).

1. Delegation of authority to be granted to the Board of Directors to increase the share capital by issuing ordinary shares and/or any other securities with cancellation of shareholders' preferential subscription rights in favor of a category of persons meeting specified characteristics (credit institution, investment services provider or member of an investment pool guaranteeing the realization of the issue in question), including, as the case may be, within the framework of an equity financing program know as "At-the-market"or "ATM"(16th resolution)

This delegation is identical in all respects to the delegation referred to in point (b) above, except for the category of beneficiaries:

• any credit institution, any investment services provider or member of an investment pool, whether French or foreign, undertaking to guarantee the completion of the capital increase or any issue which may lead to a capital increase in the future that may be carried out by virtue of this delegation.

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1. Delegation of authority to be granted to the Board of Directors to increase the share capital by issuing ordinary shares and/or any other securities, with cancellation of 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) (17th resolution)

This delegation is in all respects identical to the delegations referred to in (b) and (c) above, with the exception of:

• the category of beneficiaires: Industrial companies, institutions or entities of any kind, French or foreign, active in the health or biotechnology sector, directly or through a controlled company or a company over which they are controlled within the meaning of Article L. 233-3 I of the Commercial Code, where applicable, when entering into a commercial agreement, a financing contract or a partnership with the Company.
• no discount on the price is applicable.

1. Delegation of authority to be granted to the Board of Directors to increase the share capital by issuing ordinary shares or any other securities with cancellation of shareholders' preferential subscription rights in favor of a category of persons meeting specified characteristics in the framework of an equity or bond financing agreement(18th resolution).

This delegation will allow the Board to increase the capital by issuing ordinary shares as well as any securities - without preferential subscription rights - to the benefit of a category of persons meeting specific characteristics within the framework of an equity or bond financing agreement.

Such delegation would allow the Company to increase its financial flexibility alongside the other financing tools it has in place.

The total nominal amount of the share capital increases which may be carried out immediately and/or in the future pursuant to this delegation may not exceed 1,499,333 euros (representing 30% of the Company's share capital as at the date of this report) or its equivalent in foreign currency, to which shall be added, where applicable, the additional amount of shares to be issued to preserve, in accordance with legal or regulatory provisions and, where applicable, applicable contractual stipulations, the rights of holders of securities and other rights giving access to shares,

The total amount of debt securities which may be issued under this delegation may not exceed 300,000,000 euros.

We therefore ask you to cancel the shareholders' preferential subscription rights to the ordinary shares of the Company and/or to any securities in favor of the following category of persons:

• any credit institution, investment services provider, investment fund or company undertaking to subscribe for or guarantee the completion of the capital increase or any issue of securities which may result in a future capital increase (including, in particular, through the exercise of share warrants) which may be carried out pursuant to this delegation of authority in connection with the implementation of an equity or bond financing contract;

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