Exhibit 99.2
Combined Ordinary and Extraordinary General Meeting
The Voting Instructions must be signed, completed and received at the indicated address prior to
5:00 P.M. (New York City time) on October 28, 2020 for action to be taken.
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| 2020 VOTING INSTRUCTIONS | | | | AMERICAN DEPOSITARY SHARES |
| | Cellectis S.A. (the “Company”) | | |
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| ADS CUSIP No.: | | 15117K103. |
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| ADS Record Date: | | October 6, 2020. |
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| French Record Date: | | November 2, 2020 (12:01 P.M. Paris time). This is the time at which ADS Holders are required under French Law to hold their interest in the shares of the Company in order to be eligible to vote at the Meeting. |
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| ADS Voting Deadline: | | 5:00 P.M. (New York City time) on October 28, 2020. |
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| Meeting Specifics: | | Combined Ordinary and Extraordinary General Meeting to be held on November 4, 2020 beginning at 9:30 A.M. (Paris time) at the Company’s office, located at 8, rue de la Croix Jarry, 4th floor, 75013 Paris, France (the “Meeting”). Due to the COVID-19 epidemic and in line with the measures taken by the French Government to curb the spread of the virus, the Meeting will be held without shareholders present based on Article 4 of Ordinance No. 2020-321 of March 25, 2020. |
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| Depositary: | | Citibank, N.A. |
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| Deposit Agreement: | | Deposit Agreement, dated as of March 30, 2015. |
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| Deposited Securities: | | Ordinary Shares of the Company. |
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| Custodian(s): | | Citibank Europe plc. |
You as the undersigned holder, as of the ADS Record Date, of the American Depositary Shares issued under the Deposit Agreement (“ADSs”) identified above, acknowledge receipt of a copy of the Depositary’s Notice of Combined Ordinary and Extraordinary General Meeting of Cellectis S.A. and hereby authorize and direct the Depositary to cause to be voted at the Meeting (and any adjournment or postponement thereof) the Deposited Securities represented by your ADSs in the manner indicated on the reverse side hereof. You recognize that any sale, transfer or cancellation of your ADSs before the French Record Date will invalidate these voting instructions if the Depositary is unable to verify your continued ownership of ADSs as of the French Record Date.
Please note that the Company has informed the Depositary that, under French Company law, certain of the Company’s shareholders, the workers’ council and the Company’s Board of Directors may submit new resolutions and the Board of Director of the Company may also modify the resolutions proposed in the Company’s Notice of Meeting. In such case, holders of ADSs who have given instructions to vote on such resolutions shall (consistent with the terms of the Deposit Agreement) be deemed to have instructed the Depositary to vote in favor of such new or modified resolutions if approved by the Board of Directors and against if not approved by the Board of Directors.
With respect to Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from a holder of ADSs, the Depositary shall deem such holder to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by such holder’s ADSs; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (i) the Company does not wish such proxy to be given, (ii) substantial opposition exists, or (iii) the rights of holders of Deposited Securities may be materially adversely affected. By way of example and not limitation, it is agreed that routine matters, such as appointing auditors and directors (except where a competing director or slate of directors is proposed), or the approval of a public offering or private placement of securities, would not materially affect the rights of holders of ADSs.
Please indicate on the reverse side hereof how the Deposited Securities are to be voted.
The Voting Instructions must be marked, signed and returned on time in order to be counted.
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Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed.