GENFIT : Special Report of the Board of Directors on Free Shares to the Combined Shareholders’ Meeting of May 25, 2022

English version for information purposes only

This report has been translated in English for information purposes only. In the event of any differences between the text in French and the text in English, the French language version shall supersede

GENFIT

French corporation (Société Anonyme)

governed by a Board of Directors with a share capital of €12,453,872.25 Registered Office: 885 avenue Eugène Avinée, 59120 Loos 424 341 907 R.C.S. Lille Métropole

(the "Company")

SPECIAL REPORT OF THE BOARD OF DIRECTORS REGARDING FREE SHARES AT THE ANNUAL COMBINED

GENERAL MEETING OF MAY 25, 2022

Dear Shareholders,

As part of the Combined Meeting, we have made available to you a special report that details, in accordance with article L. 225-197-4 of the Commerce Code, transactions carried out pursuant to the provisions of articles L. 225-197-1 to L. 225-197-3 of that same Code, whereby the Extraordinary Shareholders' Meeting may authorize the granting of free shares, which may be either existing or new, to the benefit of employees and executive officers of the Company and its eligible consolidated subsidiaries at December 31, 2018 in accordance with articles L.225-197-1 et seq. of the French Commercial Code or to the benefit of some of them.

As a reminder, the Combined Shareholders' Meeting of the Company on November 27, 2019, in its 24th resolution, authorized the Board of Directors to grant free shares, which may be either existing or new.

Prior to the deliberations of the Combined Meeting, the Board of Directors wishes to bring to your attention certain details regarding the use of this delegation of authority that it has received.

Thus, we remind you that the 9th resolution of the Company's Combined General Meeting on November 27, 2019 reads:

"The Shareholders' Meeting, acting in accordance with the quorum and majority requirements for extraordinary shareholders' meetings, after having deliberated and reviewed the report of the Board of Directors and the special report of the Statutory Auditors, and pursuant to the provisions of articles L. 225-197-1 et seq. of the French Commercial Code, authorizes the Board of Directors to proceed with the free allocation of 100,000 common shares, existing or to be issued, with a nominal value of EUR

0.25 each (the "Free Shares"), for the benefit of employees and executive officers of the Company and its consolidated subsidiaries at 31 December 2018 who are eligible under the above mentioned texts, or for the benefit of some of them.

(1) Share capital increase

The allotment of the totality of the Free Shares, in the case of new shares, will result in a capital increase of EUR 25,000, authorized by this Shareholders' Meeting, it being specified that this amount does not take into account any adjustments that may potentially be carried out in accordance with applicable legal and regulatory provisions and, as the case may be, with contractual stipulations providing for other cases of adjustment, in order to preserve the rights of holders of securities or other rights giving access to the share capital.

The capital increase that will result from the creation of the Free Shares will be implemented by way of special incorporation of all or part of the reserve accounts available and, in particular, of the "premium account". The Shareholders' Meeting acknowledges that this decision implies shareholders' renunciation of their rights, for the benefit of holders of Free Shares, to the said reserves.

(2) Allocation and retention periods

The Board of Directors shall determine, for each allocation, a vesting period of at least one year after which the allocation of existing or new shares will become definitive, followed, if deemed useful or necessary by the Board of Directors, by a retention period of a duration it shall determine and which shall run from the definitive acquisition of the existing or new shares; it being specified that the cumulated duration of the vesting period and, as the case may be, of the retention period, shall be of at least three years.

The definitive acquisition of the Free Shares must be subject to the condition of the beneficiary's presence in the Company or its consolidated subsidiaries as employee and/or executive officer and, as the case may be, to the fulfillment of performance conditions that the Board of Directors may determine upon allocation, as is specified below.

However, in the event of disability of the beneficiary corresponding to the classification in the second or third categories provided for in article 341-4 of the French Social Security Code (or its equivalent in foreign law), the Free Shares will be definitively allocated before the end of the remaining vesting period, said shares being then freely transferable.

(3) Delegation of powers to the Board of Directors

The Shareholders' Meeting grants full powers to the Board of Directors, with the option to sub-delegate under the conditions set forth by law, to implement the allocation of Free Shares, including:

- to determine the eligibility of the employees of the Company or of its subsidiaries, as referred to in the first paragraph, eligible for such allocation;

- to determine the identity of the beneficiaries and the number of Free Shares granted to each of them;

-to determine if applicable, in particular for the executive officers and certain managing directors of the Company and its subsidiaries, the performance conditions subject to which the Free Shares will be definitively acquired;

- to establish the rules for the allocation plan of the Free Shares;

- to set, in accordance with the conditions and limits set forth by applicable legal provisions, the dates on which the Free Shares will be allocated;

- to take all necessary measures in order to preserve the rights of the holders of Free Shares pursuant to any legal or regulatory provision;

- to acknowledge the completion of the capital increase resulting from such allocation after the allocation period or, if applicable, as a result of the exercise of all other conditions subordinating the definitive allocation of Free Shares;

- to set the dividend entitlement date (date de jouissance), even retroactively, of the Free Shares to be issued; and

- to take any action required by the implementation of this authorization, in accordance with the legislation currently in force.

The Shareholders' Meeting acknowledges that this delegation voids, from this day, any prior delegation of authority having the same purpose, i.e. any delegation relating to the allocation of existing or new free shares. This delegation therefore voids the delegation granted by the Shareholders' Meeting held on June 15, 2018 pursuant to its twenty-fourth resolution.

This delegation may be used within 38 months after this Meeting."

On February 26, March 17 and July 6, 2021, the Board of Directors, subdelegating to the CEO in accordance with the provisions set out by law regarding free shares granted to Company emplotees, made use of these delegations to grant free shares to (i) the Chief Executive Officer of the Company and (ii) employees of the Company.

i.

Grant of free shares to the Chief Executive Officer of the Company.

15,000 free shares were granted among the 100,000 shares authorized by the Combined General Meeting of November 27, 2019 (the "AGA D 2021") to the benefit of the CEO of the Company (the

"AGA D 2021 Beneficiary").

The AGA D 2021 are subject to a vesting period ending on March 31, 2024, subject to adherence to the performance conditions and the presence condition described in the "Free Shares for the Chief Executive Officer- AGA D 2021".

The definitive grant of the AGA D 2021 is contingent on the performance conditions being met as of March 31, 2024.

The definitive grant of the AGA D 2021 is also contingent on the presence of the AGA D 2021 Beneficiary within the Company on March 31, 2023.

ii. Grant of free shares to employees of the Company.

36,600 free shares were granted among the 100,000 shares authorized by the Combined General Meeting on November 27, 2019 (the "AGA S 2021") to the benefit of 110 eligible employees of the

Company (the "AGA S 2021 Beneficiaries").

The AGA S 2021 are subject to a vesting period ending on March 31, 2024, subject to adherence to the performance conditions and the presence condition described in the "Free Shares for Employees - AGA S 2021" plan rules.

The definitive grant of the AGA S 2021 is contingent on the performance conditions being met as of March 31, 2024.

The definitive grant of the AGA S 2021 is also contingent on the presence of the AGA S 2021 Beneficiaries within the Company on March 31, 2023.

By his decision on May 3, 2021, the CEO, acting on authorization from the Board of Directors observed that the majority of AGA S 2021 had accepted their grants as well as the terms and conditions and plan rules, and consequently noted the acceptance of 32,400 AGA S 2021.

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The Board of Directors