Innate Pharma : Financial resolutions tables

Non-official translation - For information purpose only

DESCRIPTIVE TABLE OF THE RESOLUTIONS TO BE SUBMITTED TO THE EXTRAORDINATY SHAREHOLDERS' MEETING

OF MAY 19, 2020

The table below summarizes the key elements of each of the financial resolutions to be submitted to the Extraordinary Shareho lders' Meeting of Innate Pharma (the "Company") to be held on May 19, 2020.

Resolution
			SUBJECT MATTER OF THE RESOLUTION				DESCRIPTION
N°
							∙	Allocation of stock options to executive employees of Innate Pharma Inc, a subsidiary of
								the Company in the United States
							∙	Total nominal amount of share capital increase that can be decided under this resolution:
								€6,500
			Authorization granted to the Executive Board to allocate		∙	Maximum number of shares that can be issued under this resolution: 130,000 ordinary
					shares
19			share subscription and/or	share purchase options	for
			the benefit of employees	of the subsidiary of	the	∙	Vesting by one-third each year as from the date of allocation subject to presence condition
			Company, Innate Pharma Inc.			∙	Retention of the option for two years from the date of allocation or retention of the shares
								resulting from the exercise for one year from the date of exercise
							∙	The use of this delegation by the Executive board requires the prior approval of the
								Supervisory board
							∙	Validity period: 38 months

1

Non-official translation - For information purpose only

			∙	Free allocation of shares for the benefit of employed members of the Executive Committee,
				employed senior executives and/or corporate officers of the Company or its eligible
				consolidated subsidiaries under Article L. 225-197-1 et seq. of the French Commercial
				code (list or relevant members established by the Executive board) as part of their annual
				variable compensation
			∙	Total nominal amount of the share capital increase that can be decided under this
	Authorization granted	to the Executive Board to		resolution: €10 000
	∙	Maximum number of shares that can be issued under this resolution: 200,000 ordinary
	allocate existing or new free shares for the benefit of
		shares
	employed members of the Executive Committee,
20	employed senior executives and/or corporate officers	∙	Acquisition	period: one year as from	the allocation, subject to performance conditions
of the Company or its	subsidiaries as part of their
		decided by	the Executive board and	subject to the beneficiary(ies)' presence in the
	variable annual compensation
		Company or its subsidiaries.
			∙	Lock-up period: one year as from the end of the one-year acquisition period, if the vesting
				period is one year or no retention period if the vesting period is two years.
			∙	The use of this delegation by the Executive board requires the prior approval of the
				Supervisory board
			∙	Voids the authorization granted by the 24thresolution of the Shareholders' Meeting held on
				May 22, 2019
			∙	Validity period : 38 months

2

Non-official translation - For information purpose only

	Authorization granted to the Executive Board to
	allocate existing or new free shares on the basis of the
	performance criteria for the benefit of executive
21 and 22	officers, employed members	of the Executive
Committee, employed senior	executives and/or
	corporate officers and employees of the Company or
	its subsidiaries

• Free allocation of performance shares (the "Performance Free Shares") for the benefit of
• 1. employed members of the Executive Committee, employed senior executives and/or corporate officers (resolution n°21) and (ii) employees (resolution n°22) of the Company and its consolidated subsidiaries under Article L.225-197-1 et seq. of the French Commercial code (list or relevant beneficiaries established by the Executive board)
• Total nominal amount of share capital increases that can be decided under this resolution resulting from the allocation and definitive acquisition of all the Performance Free Shares:
• 1. for the benefit of employed members of the Executive Committee, employed senior executives and/or corporate officers (resolution n°21): €38,500
  2. for the benefit of employees (resolution n°22): €45,500
• Maximum number of shares that can be issued under these resolutions:
• 1. for the benefit of employed members of the Executive Committee, employed senior executives and/or corporate officers (resolution n°21): 770,000
  2. for the benefit of employees (resolution n°22): 910,000

The maximum number of Free Performance Shares that may be definitely acquired shall depend on the achievement of performance criteria as defined by the Supervisory board, upon recommendation of the Compensation and nomination committee.

• Acquisition period: at least three years as from the allocation, subject to presence condition
• Nolock-up period
• The use of this delegation by the Executive board requires the prior approval of the Supervisory board
• Voids the authorizations granted by the 25thand 26thresolution of the Shareholders' Meeting held on May 22, 2019
• Validity period: 38 months

3

Non-official translation - For information purpose only

		∙Share capital increase with shareholders' preferential subscription rights : shareholders
		have a preferential subscription right to subscribe on an irreducible basis (in proportion
		to the rights they hold) and as the case may be, on a reducible basis
		∙Total nominal amount of share capital increases that can be decided under this
		resolution: €1,183,691.55
	Delegation of authority to the Executive Board for the	∙Maximum number of shares that can be issued under this resolution: 23,673,831 shares
	purpose of issuing ordinary Company shares and/or of	∙Deduction of each share capital increase decided under this resolution from the overall
	securities giving access to the share capital of the	capped amount of €1,183,691.55 (resolution n°31)
23	Company, with shareholders' preferential subscription
∙Maximum nominal amount of debt securities giving access to share capital that can be
	rights ("Rights Issue")
		issued under this resolution: €150,000,000
		∙The Executive board can limit the amount of share capital increase to at least ¾ of the
		total decided amount, if the entire share capital increase is not subscribed
		∙The use of this delegation by the Executive board is subject to the prior approval of the
		Supervisory board
		∙Voids the 27ndresolution of the Shareholders' Meeting of May 22, 2019
		∙Validity period: 26 months

4

Non-official translation - For information purpose only

Delegation of authority to the Executive Board for the purpose of issuing ordinary Company shares and/or of securities giving access to the share capital of the

24Company, without shareholders' preferential subscription rights, through a public offering

• Share capital increase without shareholders' preferential subscription rights: shareholders do not have preferential subscription rights and all investors may subscribe. However, the Executive board may grant shareholders a priority right (exercised on an irreducible or reducible basis)
• Total nominal amount of the capital increases that can be decided under this resolution: 1,183,691.55 euros.
• Maximum number of shares that can be issued under this resolution: 23,673,831 shares.
• Deduction of the amount of each capital increase decided under this resolution from the overall ceiling of 1,183,691.55 euros ( resolution n°31).
• Minimum issuing price: weighted average of share price during the last 3 stock market trading days preceding the date of the launch of the public offering with a maximum discount of 10%
• Maximum nominal amount of debt securities giving access to share capital that can be issued under this resolution: €150,000,000
• The use of this delegation by the Executive board is subject to the prior approval of the Supervisory board
• Voids the resolution n°28 of the Shareholders' Meeting of May 22, 2019
• Validity period: 26 months

5

Non-official translation - For information purpose only

Delegation of authority to the Executive Board for the purpose of issuing, without shareholder's preferential

25subscription rights, ordinary shares of the Company and/or securities giving access to the share capital of the Company, within the framework of an offering as described in paragraph 1° of Article L.411-2 of the French Monetary and Financial Code

• Possibility to carry out a share capital increase without shareholders' preferential subscription rights by way of a private placement reserved for the benefit of qualified investors or restricted to a limited circle of investors pursuant to paragraph 1° of Article L.411-2 of the French Monetary and Financial Code
• Total nominal amount of share capital increases that can be decided under this resolution : €1,183,091.55
• Maximum number of shares that can be issued under this resolution: 23,673,831 shares
• Deduction of each share capital increase decided under this resolution from the overall capped amount of €1,183,691.55 (resolution n°31)
• Minimum issuing price: weighted average of share price during the last 3 stock market trading days preceding the date of launch of the public offering with a maximum discount of 10%
• Maximum nominal amount of debt securities giving access to share capital that can be issued under this resolution: €150,000,000
• The use of this delegation by the Executive board is subject to the prior approval of the Supervisory board
• Voids the 29thresolution of the Shareholders' Meeting of May 22, 2019
• Validity period: 26 months

6

Non-official translation - For information purpose only

		∙Possibility to carry out a share capital increase without shareholders' preferential
		subscription rights coupled with a minimum price formula different from the legal price
	Determination of the issuance price, up to the limit of	formula: price at least equal to the volume-weighted average of the prices of the
	Company's share on Euronext during the last 5 stock market trading days preceding the
	10% of the share capital per annum, of the ordinary
26	date upon which the issuance price is set with a maximum discount of 15%
shares and/or of securities giving access to the share
	∙Limitation: 10% of the share capital per year
	capital of the Company, in the event of the suppression
	of shareholders' preferential subscription rights	∙Application to share capital increases without shareholders' preferential subscription
		rights (resolutions n°24 and 25)
		∙Validity period: 26 months

7

Non-official translation - For information purpose only

					Possibility to carry out a share capital increase without shareholders' preferential subscription
					rights and to reserve the right to subscribe:
					(a) as part of an industrial or strategic agreement with the Company, to:
					- industrial or commercial companies involved in the pharmaceutical / biotechnological sector,
					or
					- investment companies or investment funds' management companies or to investment funds,
					governed by French or foreign law, or
					- any other legal person (including a trust) or natural person that invests on a regular basis, in
					the pharmaceutical / biotechnological sector, and
					(b) in the context of an offer pursuant to article L.411-2 1° of the French Monetary and Financial
					Code for French investors and pursuant to the equivalent provisions for foreign investors to:
					- industrial or commercial companies involved in the pharmaceutical / biotechnological sector,
					or
					- investment companies or investment funds' management companies or to investment funds,
	Delegation of authority to the Executive Board for the	governed by French or foreign law, or
	purpose of issuing of ordinary Company shares and /or
	of securities giving access to the share capital of the	- any other legal person (including a trust) or natural person that invests on a regular basis, in
27	Company,	without	shareholders'	preferential	the pharmaceutical / biotechnological sector,
	subscription rights and reserved for certain categories
	of investors				meeting, in each of the cases referred to above, the criteria for participating in such an offer, or
					- investment services providers, governed by French or foreign law, able to underwrite the
					completion of such an offer;
					∙Total nominal amount of share capital increases that can be decided under this
					resolution : €1,183,691.55
					∙Maximum number of shares that can be issued under this resolution: 23,673,831 shares
					∙Deduction of each share capital increase decided under this resolution from the overall
					capped amount of €1,183,691.55 (resolution n°31)
					∙Minimum issuing price: weighted average of share price for the last 5 stock market
					trading days preceding the date on which the issuance price is set with a maximum
					discount of 15%
					∙Maximum nominal amount of debt securities giving access to share capital that can be
					issued under this resolution: €150,000,000
					∙The use of this delegation by the Executive board is subject to the prior approval of the
					8
					Supervisory board
					∙Voids the 31thresolution of the Shareholders' Meeting of May 22, 2019

Non-official translation - For information purpose only

		∙Overallotment option: possibility to increase the number of securities to be issued at the
			same price:
	Authorization granted to the Executive board to		-	Within the 30 days following the closing of the subscription, and
	increase the number of securities to be issued in the		-	Within the limit of 15% of the initial issuance and at the same initial issuance
28	event of a share capital increase, with or without			price
	shareholders' preferential subscription rights	∙	Deduction of each share capital increase decided under this resolution from the capped
			amount of €1,183,691.55
		∙Application to share capital increases with or	without shareholders' preferential
			subscription rights (resolutions n°23, 24, 25 and 27)
		∙Validity period: 26 months
		∙Possibility to carry out share capital increase to	remunerate contributions in kind
			comprised of equity securities or securities giving access to the share capital without
			further approval of the Shareholders' Meeting
	Delegation of authority to the Executive Board for the	∙Limitation: 10% of share capital
	∙Maximum nominal amount of debt securities giving access to share capital that can be
	purpose of issuing ordinary shares and/or securities
		issued under this resolution: €150,000,000
29	giving access to the share capital of the Company, as
	compensation for contributions in kind comprised of	∙Deduction of each share capital increase decided under this resolution from the overall
	equity securities or securities giving access to the
		capped amount of €1,183,691.55 (resolution n°31)
	share capital
	∙The use of this delegation by the Executive board is subject to the prior approval of the
			Supervisory board
		∙Voids the 33thresolution of the Shareholders' Meeting of May 22, 2019
		∙Validity period: 26 months

9

Non-official translation - For information purpose only

		∙Share capital increase carried out by way of a public exchange offer
		∙Total nominal amount of share capital increases that can be decided under this
			resolution: €1,183,691.55
	Delegation of authority to the Executive Board for the	∙	Maximum number of shares that can be issued under this resolution: 23,673,831
		ordinary shares
30	purpose of issuing ordinary shares and/or securities
giving access to the share capital of the Company, in	∙Deduction of each share capital increase decided under this resolution from the overall
	the event of a public exchange offer initiated by the
		capped amount of €1,183,691.55 (resolution n°31)
	Company
	∙The use of this delegation by the Executive board is subject to the prior approval of the
			Supervisory board
		∙Voids the 34thresolution of the Shareholders' Meeting of May 22, 2019
		∙Validity period: 26 months
31	Overall limitation on authorisations	∙	Overall capped amount applicable to resolutions n°23 to 25 and 27 to 30of
		€1,183,691.55

10

Non-official translation - For information purpose only

		∙	Share capital increase reserved for the benefit of employed members of a CSP
		∙	Total nominal amount of share capital increases that can be decided under this resolution:
			€10,000
		∙	Maximum number of shares that can be issued under this resolution: 200,000 shares
		∙	Minimum issuance price:
	Delegation of authority to the Executive Board for the		-when the duration of the lock-up period stipulated by the savings plan is less
	purpose of issuing ordinary shares and/or securities		than 10 years: 80% of the average of the first listed prices of the Company's
	giving access to the share capital of the Company for		share on the Euronext Paris stock exchange during the twenty stock market
32	the benefit of the members of a company savings plan		trading days preceding the date of the decision setting the opening date for
	(CSP)		subscription
			-when said lock-up period is greater than or equal to 10 years: to 70% of the
			average of the first listed prices of the Company's share on the Euronext Paris
			stock exchange during the twenty stock market trading days preceding the
			date of the decision setting the opening date for subscription
		∙	The use of this delegation by the Executive board requires the prior approval of the
			Supervisory board
		∙	Voids the resolution n°31 of the Shareholder's Meeting of May 29, 2018
		∙	Validity period: 26 months
	Delegation of power to the Executive board for the	∙	Limitation: 10% of share capital over a period of 24 months
	purpose of cancelling all or part of the treasury share	∙	Voids the resolution n°37 of the Shareholder's Meeting of May 22, 2019
33	of the Company, acquired pursuant to the authorization
to repurchase shares	∙	Validity period : 18 months

11