Innate Pharma : 2021 Convening Notice

UNOFFICIAL TRANSLATION FOR INFORMATIONAL PURPOSES ONLY

INNATE PHARMA

French société anonyme organized with a Supervisory Board and an Executive Board

Share capital of EUR3,950,047.60

Headquarters : 117, avenue de Luminy, 13009 Marseille

424 365 336 R.C.S. Marseille

(the « Company »)

CONVENING NOTICE

WARNING

Dear shareholders, in the evolving context of the coronavirus (Covid-19) epidemic and the fight against its spread, the procedures for holding the Combined General Meeting have been adapted in accordance with the Ordinance No. 2020-321 of 25 March 2020 (as modified by the Ordinance n°2020-1497 of 2 December 2020) (the "Covid- 19 Ordinance") and the Decree No. 2020-418 of 10 April 2020 (as modified by the Decree No. 2020-1614 of 18 December 2020) (the "Covid-19Decree"), extended by the Decree No. 2021-55 of 9 March 2021.

At the date of this publication, administrative measures limiting or prohibiting travel or collective gatherings for health reasons prevent the physical presence of its members to the Combined General Meeting.

In this exceptional context, the shareholders are invited to vote before the Combined General Meeting by correspondence or through a proxy.

The Combined General Meeting will be broadcasted live by the Company and the shareholders will have the possibility to ask questions during the meeting. The connection details and the recordingwill be available on the Company's website (www.innate-pharma.com).

INNATE PHARMA shareholders are informed that the Combined General Meeting will be held on 28 May 2021 at 11:00 a.m. at the Company's registered office.

The purpose of the Combined Shareholders' Meeting will be to deliberate on the following agenda:

AGENDA

I. Resolutions to be submitted to the ordinary shareholder's meeting

Resolution n° 1 - Approval of the annual financial statements for the 2020 fiscal year

Resolution n° 2 - Approval of the consolidated financial statements for the 2020 fiscal year

Resolution n° 3 - Allocation of earnings for the fiscal year

Resolution n° 4 - Related-party transactions entered into with the Centre Léon Bérard and Jean-Yves Blay

Resolution n° 5 - Related-party transaction entered into with Pascale Boissel

Resolution n° 6 - Related-party transaction entered into with Novo Nordisk A/S

Resolution n° 7 - Related-party transaction entered into with Bpifrance Financement

Resolution n° 8 - Renewal of Hervé Brailly as member of the Supervisory Board

Resolution n° 9 - Renewal of Gilles Brisson as member of the Supervisory Board

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Resolution n° 10 - Renewal of Irina Staatz Granzer as member of the Supervisory Board

Resolution n° 11 - Renewal of Véronique Chabernaud as member of the Supervisory Board

Resolution n° 12 - Renewal of Patrick Langlois as member of the Supervisory Board

Resolution n° 13 - Renewal of Bpifrance Participations as member of the Supervisory Board

Resolution n° 14 - Renewal of Jean-Yves Blay as member of the Supervisory Board

Resolution n° 15 - Renewal of Olivier Martinez as observer of the Supervisory Board

Resolution n° 16 - Determination of the compensation referred to in article L.225-83 of the French Commercial Code to be allocated to members of the Supervisory Board

Resolution n° 17 - Approval of the general principles of the compensation policy of the corporate officers (mandataires sociaux) for the 2021 fiscal year

Resolution n° 18 - Approval of the compensation policy of the Chairman of the Executive Board for the 2021 fiscal year

Resolution n° 19 - Approval of the compensation policy of the Executive Board members (except the Chairman of the Executive Board) for the 2021 fiscal year

Resolution n° 20 - Approval of the compensation policy of the Chairman of the Supervisory Board for the 2021 fiscal year

Resolution n° 21 - Approval of the compensation policy of the Supervisory Board members (except the Chairman of the Supervisory Board) for the 2021 fiscal year

Resolution n° 22 - Approval of the various components of overall compensation and benefits granted for the fiscal year ended 31 December 2020 to the corporate officers (mandataires sociaux)

Resolution n° 23 - Approval of the components of overall compensation and benefits granted for the fiscal year ended 31 December 2020 to the Chairman of the Executive Board

Resolution n° 24 - Approval of the components of overall compensation and benefits granted for the fiscal year ended 31 December 2020 to the Executive Board members (except the Chairman of the Executive Board)

Resolution n° 25 - Approval of the components of overall compensation and benefits granted for the fiscal year ended 31 December 2020 to the Chairman of the Supervisory Board

Resolution n° 26 - Authorization for the Company's purchase of its own shares

II. Resolutions to be submitted to the extraordinary shareholder's meeting:

Resolution n° 27 - Authorization granted to the Executive Board to allocate share subscription and/or share purchase options for the benefit of employees of the subsidiary of the Company, Innate Pharma Inc.

Resolution n° 28 - Authorization granted to the Executive Board to allocate existing or new free shares for the benefit of employed members of the Executive Committee, employed senior executives and/or corporate officers of the Company or its subsidiaries as part of their variable annual compensation

Resolution n° 29 - 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 officers, employed members of the Executive Committee, employed senior executives and/or corporate officers of the Company or its subsidiaries

Resolution n° 30 - Authorization granted to the Executive Board to allocate existing or new free shares on the basis of the performance criteria for the benefit of employees of the Company or its subsidiaries

Resolution n° 31 - Delegation of authority to the Executive Board for the purpose of issuing ordinary shares and/or securities giving access to the share capital of the Company for the benefit of the members of a company savings plan

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Resolution n° 32 - Delegation of power granted to the Executive Board for the purpose of cancelling all or part of the treasury shares of the Company, acquired pursuant to the authorization to repurchase shares

Resolution n° 33 - Amendment of the Articles of Association

Resolution n° 34 - Powers for formalities

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All shareholders, regardless of the number of shares they own, have the right to participate in the General Meeting under the conditions set out below.

In accordance with Article 4 of the Covid-19 Ordinance and taking into account the administrative measures limiting or prohibiting travel or collective gatherings for health reasons, the General Meeting will be held by videoconference without the shareholders and other persons entitled to attend being physically present. Shareholders are therefore invited to vote at the general meeting either by mail or by proxy.

In accordance with Article R. 22-10-28 of the French Commercial Code, the right to participate in the General Meeting is evidenced by the registration of the shares in the name of the shareholder or in the name of the intermediary registered on his behalf, on the second business day preceding the meeting at midnight, Paris time:

• for shareholders holding registered shares, registration of their shares in the Company's registers held for the Company by its agent, Société Générale (Service des Assemblées - CS 30812 - 44308 Nantes Cedex 3);
• for shareholder holding bearer shares, a certificate of shareholding provided by the authorised intermediary which holds the bearer shares account and appended to the voting form or proxy or admission request form.

The registration of shares in the bearer share accounts held by the authorized banking or financial intermediary is evidenced by a certificate of participation issued by the latter, attached to the distance voting or proxy form drawn up in the name of the shareholder or on behalf of the shareholder represented by the registered intermediary.

To vote by mail or to issue a proxy:

Registered shareholders receive directly the single voting or proxy form, attached to the notice of meeting, which they must complete, sign and return, using the T envelope attached to the notice of meeting.

Bearer shareholders must request a single voting or proxy form from their account holder, which will forward it together with a certificate of participation to Société Générale. In order to be honoured, any request for a single voting or proxy form must be received no later than six calendar days before the date of the meeting, i.e. 21 May 2021 in accordance with the provisions of Article R.225-75 of the French Commercial Code.

The representative submits his instructions, to apply to the representation mandate he received, by sending the scanned proxy form at Société Générale, by e-mail at the following e-mail address: [e-mail] proxy form must indicate the following information: last name, first name and representative address, the mention "As representative", and must be dated and signed. Voting indications must be filled in the "I vote by post" section of the proxy form. A copy of the identity card and, when necessary, a power of attorney given from the legal entity he represents, must be included. To be processed, the e-mail must be received by Société Générale, four days before the meeting date at the latest. In addition, for his own voting rights, the representative sends his instruction following the usual procedure.

In order to be taken into account, the completed and signed voting forms must be received by the Service des Assemblées of Société Générale:

• if they contain voting instructions or a proxy to the President of the meeting: no later than the third calendar day before the date of the meeting i.e. 25 May 2021 at the latest; or
• if they contain a proxy appointment or dismissal with indication of the representative: no later than the fourth days before the date of the meeting i.e. 24 May 2021 at the latest.

The representative must address its instructions for exercising its mandates in accordance with the above.

In accordance with Article 6 of the Covid-19 Decree, by derogation to the first sentence of Article R.225-80 of the French Commercial Code, proxies with indication of the representative must be received by the Company no later than the fourth day before the date of the meeting i.e. 24 May 2021 at the latest.

In the event of the return of a proxy and postal voting form by an intermediary, the Company may request the intermediary to ascertain the identity of the voters.

In accordance with Article 7 of the Decree No 2020-418 dated April 10, 2020, by derogation to III of Article R.22-10-28 of the French Commercial Code, any shareholder who has already cast a postal vote or sent a proxy in the conditions above mentioned, can

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choose another way of participation to the meeting subject that the instruction to that effect is received by the Company within the above mentioned time limits. By derogation to the second sentence of Article R.225-80 of the French Commercial Code, the instructions previously received will be revoked. To send a new instruction:

• The shareholder holding registered shares submits its new voting instruction to Société Générale using the proxy form duly completed and signed, by e-mail to the following address: [e-mail] (any other instruction sent to this email address will not be processed). The form must include: the shareholder identifier, name, surname and address, the indication: "New instruction - cancels and replaces", the date and signature. A copy of his identity card and, when necessary, a power of attorney from the legal entity he represents must be included. To be processed, the e-mail must be received by Société Générale within the deadlines mentioned above.
• The shareholder holding bearer shares must revert to his usual financial intermediary, who will be responsible for transmitting the new instruction to Société Générale, with a certificate of holding proving that he is a shareholder. Voting forms will only be processed if they reach Société Générale within the deadlines mentioned above.

Pursuant to Article R. 22-10-28 of the French Commercial Code, any shareholder may sell all or part of his or her shares after having cast a postal vote or sent a proxy and before the general meeting:

• if the sale occurs before midnight, Paris time, on the second business day prior to the meeting, the Company shall invalidate or modify, as the case may be, the vote cast by remote voting or the proxy, as the case may be. To this end, the authorised intermediary holding the account shall notify the Company or Société Générale of the transfer and provide it with the necessary information;
• if the transfer occurs after midnight, Paris time, on the second business day preceding the meeting, it need not be notified by the authorized intermediary or taken into consideration by the Company, notwithstanding any agreement to the contrary.

The procedures for participating and voting by videoconference or by electronic means of telecommunication were not adopted f or this shareholders' meeting. No site referred to in article R. 225-61 of the French Commercial Code will be developed for this purpose.

Written questions:

As from the date of this insertion, any shareholder will be entitled to address written questions to the Chairman of the Executive Board of the Company. These questions must be sent to the attention of the Chairman of the Executive Board by electronic mail to the following address: [e-mail], no later than the second business day prior to the date of the shareholders' meeting. They must be accompanied by a certificate of account registration.

Shareholders' communication rights

Shareholders may obtain the documents provided for in Articles R. 225-81 and R. 225-83 of the French Commercial Code by electronic means from the following address: [e-mail] or from Société Générale, in accordance with the deadlines and conditions of Article R. 225-88 of the French Commercial Code and Article 3 of the Covid-19 Ordinance. In that case, the shareholder must mention his or her e-mail address in his or her request.

For an uninterrupted period beginning no later than the twenty-first day prior to the meeting, the Company will publish on its website (www.innate-pharma.com) the information and documents referred to in Article R. 22-10-23 of the French Commercial Code.

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