Innate Pharma : Convening brochure to the 2020 AGM

Extraordinary and Ordinary General

Meeting

May 19, 2020

117, avenue de Luminy, 13009 Marseille

Notice of Meeting Brochure

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TABLE OF CONTENTS

ANNUAL GENERAL MEETING OF MAY 19, 2020 .........................................................................	4
GROUP OVERVIEW .......................................................................................................................	8
2019 ACTIVITIES.............................................................................................................................	9
CONSOLIDATED FINANCIAL STATEMENTS ..............................................................................	14
GOVERNANCE .............................................................................................................................	27
GENERAL INFORMATIONS ABOUT THE COMPANY .................................................................	30
AGENDA ........................................................................................................................................	31
TEXT OF RESOLUTIONS .............................................................................................................	34

More information in the Annual Shareholders Meeting section on Innate Pharma's website. For additional information: [e-mail]

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ANNUAL GENERAL MEETING OF MAY 19, 2020

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.

A - How to participate in the General Assembly?

In accordance with Article 4 of Ordinance Covid-19n°2020-321 dated March 25, 2020, the General Meeting will be held 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.

Holders of registered shares must be registered in the registered share accounts held for the Company by Société Générale Securities Services (Service des Assemblées - CS 30812 - 44308 NANTES CEDEX 3) no later than midnight on 15 May 2020.

Owners of bearer shares must prove their identity and their status as shareholders no later than midnight on May 15, 2020, by sending Société Générale Securities Services, through the financial intermediary that maintains their securities account, a certificate stating ownership of their shares (the certificate of participation).

The registration of the shares in the bearer securities 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.

B - How to vote by mail or give 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-keeping institution, which will forward it together with a certificate of participation to SOCIETE GENERALE. 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. May 13, 2020, in accordance with the provisions of Article R.225-75 of the French Commercial Code.

In order to be counted, the postal voting form, completed and signed, must be returned no later than three days before the Meeting, i.e. no later than May 15, 2020.

In accordance with Article 6 of Decree no. 2020-418 of April 10, 2020, 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 on the fourth day preceding the Meeting at the latest, i.e. on May 15, 2020 at the latest.

The representative submits its instructions for the exercise of the proxies it received, by scanning the proxy form and sending it to Société Générale, by e-mail at the following e-mail address: [e-mail]. The proxy form must indicate the following information: last name, first name and address of the representative, the indication "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 the representative 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 its own voting rights, the representative sends its instruction in the usual way.

In the event that a proxy and postal voting form is returned by an intermediary, the Company reserves the right to question the said intermediary to find out the identity of the voters.

In accordance with Article 7 of Decree No. 2020-148 of 10 April 2020, by way of derogation to Article R.225-85 of the French Commercial Code, any shareholder who has already cast a postal vote or sent a proxy as provided above may choose another mean of participating to the Meeting, provided that its instruction to that effect is

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received within the abovementioned time limits. By way of derogation to Article R.225-80 of the French Commercial Code, the instructions previously received will then be revoked.

Pursuant to Article R. 225-85 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 SOCIETE GENERALE 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 for this shareholders' meeting. No site referred to in article R. 225-61 of the French Commercial Code will be developed for this purpose.

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6|2020 19, May of Meeting eneralG Annual - Meeting of Notice | Pharma Innate

C - How to fill out the voting form?

If you vote by mail : tick here and follow the instructions

Resolutions not approved by the Executive Board, if any

Resolutions submitted during the session: fill in this framework.

You give proxy to the President of the AGM: tick here, date and sign at the bottom of the form without filling anything in.

You give proxy to a named person: tick here and fill in this person's contact details

Enter here: your name, first name and address

Date nnd sign here

D - Do you wish to sell your shares before the Shareholders' Meeting or have you just acquired shares in the Company?

If the sale takes place on or before May 15, 2020, the Company will invalidate or modify the vote cast by remote voting, the proxy or the certificate of participation. In the case of bearer shares, the authorized intermediary holding the securities account must notify the Company or Société Générale Securities Services of the sale and provide the necessary information.

If the sale takes place on or after May 16, 2020, the Company does not need to be notified by the authorized intermediary or to be taken into consideration by the Company, notwithstanding any agreement to the contrary.

E - Would you like to submit a resolution inscription request?

Application for registration of points or draft resolutions to the agenda by shareholders representing at least 5% of the Company's share capital must be sent electronically to the following address: [e-mail], no later than the twenty-fifth day prior to the date of the meeting, and may not be sent more than twenty days after the date of this notice. The applicants shall (i) provide evidence of their ownership at the application date, by the registration of the corresponding securities either in the registered share accounts held for the Company by SOCIETE GENERALE, or in the bearer securities accounts held by an authorized intermediary account holder, and

1. send with their request a certificate of registration in the account. The request for an additional item on the agenda must be motivated. The application is accompanied by the text of the draft resolutions, which can be accompanied by a brief statement of reasons. Where the draft resolution concerns the presentation of a candidate for the post of board of directors or supervisory board member, it is accompanied by the information referred to in 5 of Article R.225-83 of the Commercial Code.

Consideration by the shareholders' meeting of the items or draft resolutions submitted by shareholders under the above conditions is subject to the submission by the authors of the request of a new certificate proving that the shares have been recorded in the same accounts by midnight, Paris time, on the second business day preceding the meeting.

F - How do I ask a written question?

You may send your written questions to the Chairman of the Management Board until May 13, 2020, by e-mail to the following address: [e-mail] or by simple request to SOCIETE GENERALE. If applicable, the shareholder must mention his or her e-mail address in the request.

G - Where can I find the documents relating to the General Meeting?

Shareholders may obtain the documents (electronic format) 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 SOCIETE GENERALE, 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. 225-73- 1 of the French Commercial Code.

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GROUP OVERVIEW

Innate Pharma S.A. is a biotechnology company focused on discovering, developing and commercializing first-in-class therapeutic antibodies designed to harness the immune system for the treatment of oncology indications with significant unmet medical need. We have extensive experience in research and development in immuno-oncology, having been pioneers in the understanding of natural killer cell, or NK cell, biology, and later expanding our expertise in the tumor microenvironment, tumor antigens and antibody engineering fields. We have built, internally and through our business development strategy, a broad and diversified portfolio including an approved product, four clinical product candidates and a robust preclinical pipeline. We have entered into collaborations with leaders in the biopharmaceutical industry, such as AstraZeneca and Sanofi, to leverage their development capabilities and expertise for some of our candidates, and we have received upfront and milestone payments and equity investments from our collaborations of an aggregate of approximately $565 million over the last ten years. We believe our product candidates and clinical development approach are differentiated from current immuno- oncology therapies and have the potential to significantly improve the clinical outcome for patients with cancer.

Immune Checkpoint	Inhibitors (ICI)
Antigen Targeting	(TAG)
Tumor
Tumor Micro-	environment (TME)

				Phase of Development
Program	Target	Indication	PC	Ph. I	Ph. II	Ph. III	Commercial	Partner
		SCCHN		Phase Ib/II
Monalizumab	NKG2A
		Advanced Solid Tumors,		Phase I/II
		including CRC
Anti-Siglec-9	Siglec-9	Cancer	PC
IPH25	Undisclosed	Cancer	PC
Lumoxiti	CD22	Hairy Cell Leukemia			FDA Approved		-
Lacutamab		Sézary Syndrome	Ph. II (Fast Track Designation)			-
KIR3DL2
(IPH4102)
	MF / PTCL		Phase II				-
IPH61	Undisclosed	Cancer	PC
(NKp46 NKCE)
IPH43	MICA/B	Cancer	PC
NKp46 NKCE	Undisclosed	Cancer	PC
Avdoralimab	C5aR	Solid Tumors, NSCLC,		Phase I/II				-
(IPH5401)	HCC
IPH5201	CD39	Cancer	Phase I
IPH5301	CD73	Cancer	PC					-

Upcoming Milestone(s)

• 1H 2020:Preliminary data from expansion cohort 2
• 2H 2020:Preliminary data from expansion cohort 3
• 2020:Expected Phase III initiation

• Safety data from CRC expansion cohorts

• YE 2020:Commercial operations transition fully completed
• Potential for Sézary arm to be pivotal
• Efficacy data starting in 2021 *
• 2H 2020: Reactivation of global TELLOMAK
• Preliminary MF efficacy data starting in 2021 *

• 2H 2020: Preliminary data from expansion cohorts 1 & 2
• 2021:Preliminary data from expansion cohort 3
• 1H 2020: First patient dosed
• 1H 2020: IND filing

• Cf. December 13 and January 9 & 13th PRs, timelines to be updated in due time. We are evaluating other potential options in PTCL and will provide a further update in due time

"SCCHN" denotes Squamous Cell Carcinoma of the Head and Neck; "CRC" denotes Colorectal Cancer; "MF" denotes Mycosis Fungoides; "PTCL" denotes Peripheral T-cell Lymphomas; "NSCLC" denotes Non-Small Cell Lung Cancer; and "HCC" denotes Hepatocellular Carcinoma.

Innate Pharma SA has two wholly-owned subsidiaries:

• Innate Pharma, Inc, a U.S. corporation incorporated on March 3, 2008 in the State of Delaware to market Innate Pharma's products in the United States and Lumoxiti (moxetumomabpasudotox-tdfk), a treatment for Hairy Cell Leukemia in the United States; and
• Innate Pharma France, a company incorporated under French law on December 10, 2018 in the form of a simplified joint stock company with a single shareholder, registered with the Marseille Trade and Companies Registry under number 844 853 119. Innate Pharma France is notably responsible for the commercial exploitation of Lumoxiti

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2019 ACTIVITIES

Monalizumab (antibody anti-NKG2A), in partnership with AstraZeneca:

Monalizumab is a humanized IgG4 monoclonal antibody targeting NKG2A, developed in collaboration with AstraZeneca. NKG2A is an inhibitory receptor that is expressed on a subset of peripheral and tumor-infiltrating NK cells and tumor-infiltrating cytotoxic CD8+ T cells.

• On September 26, the Company announced AstraZeneca will advance monalizumab in combination with cetuximab in head and neck patients in a Phase III trial. The trial will test monalizumab in combination with cetuximab inIO-pretreated patients suffering from recurrent or metastatic (R/M) squamous cell carcinoma of the head and neck (SCCHN). Innate is eligible to a $100m milestone payment from AstraZeneca upon dosing of the first patient in this first Phase III clinical trial for monalizumab.
• Two Phase II expansion cohorts testing monalizumab and cetuximab combination are currently ongoing, inIO-pretreated (expansion cohort 2) and IO-naïve (expansion cohort 3) R/M SCCHN patients. These cohort expansions are supported by the Phase II data, published at the European Society for Medical Oncology (ESMO) 2019 Congress. In a cohort of 40 SCCHN patients previously treated with chemotherapy alone (IO-naïve) or chemotherapy followed by PD-1/L1 checkpoint inhibitors (IO-pretreated), the combination of monalizumab and cetuximab demonstrated a manageable safety profile and a response rate of 27.5% (36% and 17% in IO-naïve and IO-pretreated patients, respectively).
• In the first half of 2020, preliminary efficacy data will be showcased from the expansion cohort 2 that included 40 additionalIO-pretreated patients.
• Additionally, preliminary efficacy data from the ongoing expansion cohort 3 is expected in the second half of 2020, evaluating the combination of monalizumab, cetuximab and durvalumab inIO-naïve patients

Lacutamab (IPH4102, antibody anti-KIR3DL2):

Lacutamab is a wholly-owned product candidate developed for the treatment of certain subtypes of T- cell lymphomas (TCL), including cutaneous T-cell lymphomas (CTCL) and peripheral T-cell lymphomas (PTCL). Lacutamab is designed to bind to the KIR3DL2 receptor and to kill cancer cells by ADCC.

• Study results from the Phase Idose-escalation and expansion trial of lacutamab in advanced CTCL patients were published in The Lancet Oncology in June 2019.
• In June 2019, the first patient was dosed in the TELLOMAK clinical trial, an international, open- label,multi-cohort Phase II study evaluating the efficacy and safety of lacutamab in patients with different subtypes of T-cell lymphoma, including Sézary syndrome, mycosis fungoides (MF) and peripheral T-cell lymphoma (PTCL).
• Since November 2019, we have been in ongoing discussions with US and European national regulatory authorities regarding Good Manufacturing Practice (GMP) deficiencies at our

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manufacturing subcontractor site that managed the fill and finish operations of the lacutamab clinical vials for TELLOMAK. As of today:

1. France and the U.K.: We have reactivated the TELLOMAK trial in Sézary syndrome and MF in France and in the U.K., following authorization by the respective national authorities. Since standard of care options are available to patients with PTCL, we have decided not to enroll further patients in the trial until a new batch conforming with

GMP is available. However, currently enrolled patients from all cohorts can continue treatment in the trial.

• 1. US, Spain, Germany, and Italy: TELLOMAK remains on partial clinical hold in the U.S., in addition to Spain and Germany, based on feedback from the respective regulatory authorities. This means that currently enrolled patients can continue treatment in the trial. However, no new patients can enroll in the trial until a new batch conforming with GMP is available. The clinical trial has been suspended in Italy.
• There was no safety issues related to the trial medication. This is consistent with the review conducted by the Independent Data Monitoring Committee (IDMC), which concluded there were no safety issues related to lacutamab, and the product appeared to bewell-tolerated among current patients enrolled in the trial.
• The Company is working on the transfer of the lacutamab fill and finish manufacturing operations to news CMOs. We anticipate that a new clinical batch conforming with GMP should be available in the second half of 2020.
• The Company will continue to work with the U.S. Food and Drug Administration and other European national regulatory agencies to get the trial fully reactivated. In addition, we are evaluating other options for patients enrolled in the PTCL cohort and will provide a further update in due time.

Avdoralimab (IPH5401, antibody anti-C5aR):

Avdoralimab (IPH5401) is our most advanced antibody targeting the tumor microenvironment. It is designed to bind to and block the C5a receptor, or C5aR, a receptor that is expressed on MDSCs and neutrophils. Part of the innate immune system, these types of cells promote tumor growth.

• At the ESMO 2019 Congress in September, Innate presented encouraging data from the STELLAR 001dose-escalation study (n=14). The combination of avdoralimab and durvalumab was well tolerated. Early activity signals were observed in hepatocarcinoma (HCC) and non- small cell lung cancer (NSCLC) patients; of interest, both tumor types are characterized by a high expression of the C5a receptor. One confirmed partial response was reported in a HCC patient with prior progression after nivolumab and one prolonged stable disease (40 weeks) was reported in a NSCLC patient with prior progression after nivolumab.
• Expansion cohorts of this trial were initiated in patients withIO-pretreated NSCLC and IO- naïve HCC, as provided by the protocol. The Company initiated an additional cohort in IO- pretreated HCC patients. Preliminary data from the first two expansion cohorts is expected in the second half of 2020.

Lumoxiti (CD22-directed immunotoxin):

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Lumoxiti is a marketed, first-in-classCD22-directed immunotoxin, which was approved by the FDA under priority review in September 2018 for the treatment of adult patients with relapsed or refractory (R/R) hairy cell leukemia (HCL) who have received at least two prior systemic therapies, including treatment with a purine nucleoside analog (PNA). Lumoxiti is the first FDA-approved treatment for HCL in over 20 years.

• In 2019, Innate started its US operations to support the commercialization of Lumoxiti in the US. Jennifer Butler, EVP and US General Manager, was hired in March 2019 and the US operations site was selected in Rockville, Maryland, USA.
• In December 2019, at the 61st American Society of Hematology (ASH) Annual Meeting in Orlando, USA, the Innate team shared new,long-term data from the pivotal Phase III trial of Lumoxiti in relapsed/refractory hairy cell leukemia, which expanded on the efficacy results and confirmed the safety profile of the medicine.
• The Market Authorization Application for Lumoxiti was accepted for review by the European Medicines Agency (EMA).
• Early in March 2020, the Biologics License Application (BLA) for Lumoxiti was transitioned from AstraZeneca to Innate. Furthermore, all marketing and digital activities have transitioned. Patient support services will transition in the first half of 2020 and an Innate US distribution channel will be in place by end of year.

IPH5201 (anticorps anti-CD39), en partenariat avec AstraZeneca:

IPH5201 is a CD39-blocking monoclonal antibody. CD39 is a membrane-bound extracellular enzyme that is expressed on the surface of regulatory T cells, B cells, myeloid cells and endothelial cells, and is upregulated on immune cells in tumor tissue. CD39 inhibits the immune system by degrading adenosine triphosphate (ATP) into adenosine monophosphate (AMP) that is then further degraded into adenosine by CD73.

• In 2019 an Investigational New Drug (IND) application was successfully submitted for IPH5201.
• In February 2020, the multicenter,open-label,dose-escalation Phase I trial evaluating IPH5201 as monotherapy or in combination with durvalumab (anti-PD-L1) with or without oleclumab (anti-CD73) in advanced solid tumors started. Following the dosing of the first patient on March 9, 2020 in the IPH5201 Phase I clinical trial, AstraZeneca will make a $5 million milestone payment to Innate under the companies' October 2018 multi-product oncology development collaboration. Innate will make a €2.7 million milestone payment to Orega Biotech SAS pursuant to Innate's exclusive licensing agreement.

Preclinical:

In addition to our product candidates, we have an active development pipeline with programs in the discovery and preclinical stages. Our product development efforts are guided by our three pillars: immune checkpoint inhibitors, tumor antigen targeting and tumor microenvironment. Several of these projects have been highlighted in publications in 2019:

• AstraZeneca selected four molecules from Innate's preclinical portfolio to be subject to an exclusive license option per the October 23, 2018 transaction terms. Selected molecules include IPH43, ananti-MICA/B antibody drug conjugate program, and the anti-Siglec 9 antibody program. Two other programs are undisclosed: a multi-specific NKp46 NK-cell engager and IPH25, a checkpoint inhibitor.

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• New preclinical data from the Company's next generation immunotherapies were published inpeer-reviewed scientific journals and showcased in a presentation by Pr. Eric Vivier, CSO, at the 2019 American Association for Cancer Research (AACR) Meeting.
• Potentialfirst-in-class NKp46 NK cell engagers (NKCEs), a new generation of multifunctional antibody-based molecules for fighting cancer were published in Cell in May 2019 (Gauthier et al., Multifunctional natural killer cell engagers targeting NKp46 trigger protective tumor immunity).
• Two new monoclonal antibodies, IPH5201 and IPH5301, that target CD39 and CD73, respectively, to inhibit the adenosine pathway and promote activation of the immune system against cancer were published in Cell Reports in May 2019 (Perrot et al., Blocking antibodies targeting the CD39/CD73 immunosuppressive pathway unleash immune responses in combination cancer therapies).
• New data presented at AACR demonstrate that a combination of ouranti-CD39 monoclonal antibody, IPH5201, and ATP-inducing oxaliplatin had a synergistic effect that improved the control of tumor growth in a preclinical mouse model.
• IPH5301(anti-CD73) - new data from a crystal structure of the CD73/IPH5301 complex, supporting a model for the differentiated mode of action of IPH5301 and enhanced efficacy compared to competitors, were presented at AACR 2019. We expect to file an IND for IPH5301 in the first half of 2020.
• In October 2019, Innate announced the publication of a review article in Nature, "Harnessing Innate Immunity in Cancer Therapy," authored by Innate Pharma scientists, including Eric Vivier,
  CSO, in partnership with other leading scientists. The article focused on cancer-immune interactions that now place innate immune cells as critical players in the fight against cancers.

Corporate:

• In February 2020, Odile Laurent was promoted to Vice President of Human Resources and is a permanent member of the executive committee. Ms. Laurent brings more than 20 years of pharmaceutical industry experience to Innate, in addition to HR experience acquired in other industries withmulti-site and international business units.
• In October 2019, Innate successfully completed its global offering, including its initial public offering on the Nasdaq Global Select Market, raising approximately $79.1 million (€71.5 million1) in gross proceeds from the sale of American Depositary Shares (ADS) in the United States and a European Private Placement of ordinary shares. The global offering resulted in the issuance of 14,375,000 new ordinary shares, comprising 9,922,227 ADSs, at an offering price of $5.50 per ADS, and 4,452,773 ordinary shares in a concurrent European private placement (including France) at an offering price of €4.97 per ordinary share. Each ADS represents one ordinary share.
• In December 2019, Innate announced its certification as a great work place by the independent institute, Great Place to Work®, a global authority on workplace culture, employee experience and leadership behaviors.

1Based on an exchange rate of €1 = $1.1065 on October 16, 2019

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Post-period event:

• In the fourth quarter of 2019, AstraZeneca filed a Market Authorization Application for Lumoxiti to the European Medicines Agency (EMA) that was accepted for review. This triggered a $15.0 million milestone (€13.4 million), which was paid to AstraZeneca in January 2020.

Between December 31 2019, closing date of the fiscal year, and April 24, 2020, date of this document, occured the Covid 19 health crisis. The specific impact of this crisis and in particular on our activity is difficult to measure. The Group is monitoring the evolution of the situation and took several measures such as the closing of all sites, the use of remote working for all employees who can work remotly and the partial unemployment (chômage partiel) of others employees. This health crisis will have an impact on programs development, notably the on-going clinical trials, on Lumoxiti sales and on the financial situation of the Group, that cannot be assessed on April 24, 2020. For more information on the Covid- 10 health crisis, see section 3 of the 20F report available on Innate Pharma's website.

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CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(AMOUNTS IN THOUSANDS OF EURO)

In thousands of euro	Note	December 31, 2019	December 31, 2018
Assets
Current assets
Cash and cash equivalents	4	202,887	152,314
Short-term investments	4	15,978	15,217
Trade receivables and others	5	18,740	152,112
Total current assets		237,605	319,643
Non-current assets
Intangible assets	6	96,968	84,529
Property and equipment	7	11,672	10,216
Non-current financial assets	4	37,005	35,181
Other non-current assets		89	86
Trade receivables and others - non-current	5	16,737	-
Deferred tax asset	17	1,286	1,561
Total non-current assets		163,756	131,574
Total assets		401,361	451,216

1. The consolidated financial statements as of and for the year ended December 31, 2019 reflect the impacts of the adoption of IFRS 16 that became applicable on January 1, 2019. The Company applied the modified retrospective transition method. As a consequence, the comparative consolidated financial information as of and for the year ended December 31, 2018 have not been restated. See Note 2.d of the Universal Registration Document for more details on the impact of the transition.

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In thousands of euro	Note	December 31, 2019	December 31, 2018
Liabilities
Current liabilities
Trade payables and others	8	49,504	91,655
Collaboration liabilities - current portion	13	21,304	20,987
Financial liabilities - current portion	9	2,130	1,347
Deferred revenue - current portion	13	48,770	82,096
Provisions - current portion	18	114	652
Total current liabilities			196,737
	121,822
Non-current liabilities
Collaboration liabilities - non-current portion	13	-	10,669
Financial liabilities - non-current portion	9	16,593	3,175
Defined benefit obligations	10	3,760	3,697
Deferred revenue - non-current portion	13	40,342	68,098
Provisions - non-current portion	18	142	38
Deferred tax liabilities	17	1,286	1,561
Total non-current liabilities		62,123	87,238
Shareholders' equity
Share capital	11	3,941	3,197
Share premium	11	369,617	299,932
Retained earnings		(134,912)	(137,840)
Other reserves		(,472)	(1,099)
Net income (loss)		(20,759)	3,049
Total shareholders' equity		217,416	167,240
Total liabilities and shareholders' equity		401,361	451,216

1. The consolidated financial statements as of and for the year ended December 31, 2019 reflect the impacts of the adoption of IFRS 16 that became applicable on January 1, 2019. The Company applied the modified retrospective transition method. As a consequence, the comparative consolidated financial information as of and for the year ended December 31, 2018 have not been restated. See Note 2.d of the Universal Registration Document for more details on the impact of the transition.

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CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(AMOUNTS IN THOUSANDS OF EURO, EXCEPT SHARE AND PER SHARE DATA)

In thousands of euro, except for data share	Note	December 31, 2019	December 31, 2018
Revenue from collaboration and licensing agreements	13	68,974	79,892
Government financing for research expenditures	13	16,840	14,060
Revenue and other income		85,814	93,952
Research and development expenses	14		(69,555)
(78,844)
Selling, general and administrative expense	14	(25,803)	(18,142)
Operating expenses		(104,647)	(87,697)
Net income / (loss) distribution agreements	15	(8,219)	(1,109)
Operating income (loss)		(27,052)	5,146
Financial income	16	11,269	6,002
Financial expenses	16	(4,976)	(8,429)
Net financial income (loss)		6,293	(2 427)
Net income (loss) before tax		(20,759)	2,718
Income tax expense	17	-	333
Net income (loss)		(20,759)	3,049
Net income (loss) per share :
Weighted average number of shares :		66 908 389	58 776 712
(in € per share)
- Basic income (loss) per share	20	(0,31)	0,05
- Diluted income (loss) per share	20	(0,31)	0,05

1. The consolidated financial statements as of and for the year ended December 31, 2019 reflect the impacts of the adoption of IFRS 16 that became applicable on January 1, 2019. The Company applied the modified retrospective transition method. As a consequence, the comparative consolidated financial information as of and for the year ended December 31, 2018 have not been restated. See Note 2.d of the Universal Registration Document for more details on the impact of the transition.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(AMOUNTS IN THOUSANDS OF EURO)

In thousands of euro	December 31, 2019	December 31, 2018
Net income (loss) for the period:	(20,759)	3,049
Items which will not reclassified in the consolidated statement of
income (loss)
Actuarial gains and (losses) related to defined benefit obligations	622	(599)
Elements which will be reclassified in the consolidated statement of
income (loss)
Foreign currency translation gain (loss)	5	(26)
Other comprehensive income (loss)	627	(625)
Total comprehensive (loss)	(20,132)	2,424

1. The consolidated financial statements as of and for the year ended December 31, 2019 reflect the impacts of the adoption of IFRS 16 that became applicable on January 1, 2019. The Company applied the modified retrospective transition method. As a consequence, the comparative consolidated financial information as of and for the year ended December 31, 2018 have not been restated. See Note 2.d of the Universal Registration Document for more details on the impact of the transition.

Notice of Meeting Brochure - Annual General Meeting of May 19, 2020| Innate Pharma | 17

CONSOLIDATED STATEMENT OF CASH FLOWS

(AMOUNTS IN THOUSANDS OF EURO)

In thousands of euro	Note		December 31, 2019		Decembre 31,
		2018
Net income (loss)			(20,759)		3,049
Depreciation and amortization, net	6, 7		16,529		7,401
Employee benefits costs	10		685		477
Change in provision for charges			(484)		(322)
Share-based compensation expense	14		3,826		2,707
Change in valuation allowance on financial assets	4		(4,065)		3,786
Gains (losses) on financial assets	4		(280)		(1,341)
Change in valuation allowance on financial instruments	4		(237)		152
Gains on assets and other financial assets	16		(1,290)		(1445)
Interest paid	16		204		102
Other profit or loss items with no cash effect			550		-
Operating cash flow before change in working capital			(5,321)		14,566
Change in working capital			40,245		(47,096)
Net cash generated from / (used in) operating activities:			34,925		(32,530)
Acquisition of intangible assets, net	5,6 & 8		(64,130)		(556)
Acquisition of property and equipment, net	7,8		(1271)		(873)
Purchase of non-current financial instruments	4		-		-
Disposal of property and equipment	16		-		22
Disposal of other assets			(10)		25
Purchase of other assets			-		-
Disposal of current financial instruments	4		-		2,704
Disposal of non-current financial instruments	4		2000		21,513
Interest received on financial assets	16		1,290		1445
Net cash generated from / (used in) investing activities:			(62,121)		24,280
Proceeds from the exercise / subscription of equity instruments	11		44		111
Increase in capital, net	11		66,006		62,557
Proceeds from borrowings	9		13,900		-
Repayment of borrowings	9		(1982)		(1343)
Net interest paid	11		(204)		(102)
Net cash generated / (used in) from financing activities:			77,765		61,223
Effect of the exchange rate changes			5		(26)
Net increase / (decrease) in cash and cash equivalents:			50,574		52,947
Cash and cash equivalents at the beginning of the year:	4		152,314		99,367
Cash and cash equivalents at the end of the six-months period:	4		202,887		152,314

1. The consolidated financial statements as of and for the year ended December 31, 2019 reflect the impacts of the adoption of IFRS 16 that became applicable on January 1, 2019. The Company applied the modified retrospective transition method. As a consequence, the comparative consolidated financial information as of and for the year ended December 31, 2018 have not been restated. See Note 2.d of the Universal Registration Document for more details on the impact of the transition.

18| Notice of Meeting Brochure - Annual General Meeting of May 19,2020| Innate Pharma

Change in working capital	Note		December 31,		December 31,	Variance
	2019		2018

Trade receivables and others (excluding rebates related to capital expenditures)

Deferred revenue - current and non-current portion Trade payables and others (excluding payables related to capital expenditures)

Collaboration liabilities - current and non-current portion

Total change in Working Capital

5	28,716	139,012	110,296
13	(89,112)	(150,195)	(61,083)
8	(36,047)	(34,662)	1,385
13	(21,304)	(31,656)	(10,352)
	(117,746)	(77,501)	40,245

1. The consolidated financial statements as of and for the year ended December 31, 2019 reflect the impacts of the adoption of IFRS 16 that became applicable on January 1, 2019. The Company applied the modified retrospective transition method. As a consequence, the comparative consolidated financial information as of and for the year ended December 31, 2018 have not been restated. See Note 2.d of the Universal Registration Document for more details on the impact of the transition.

									IFRS 15		Variance
		December			December					excluding
Change in working capital					Variance		restatements
	31, 2018			31, 2017				IFRS 15
							(2)
								restatement

Trade receivables and others (excluding rebates related to capital expenditures) Deferred revenue - current and non- current portion

Trade payables and others (excluding payables related to capital expenditures) Collaboration liabilities - current and non-current portion

Total change in Working Capital

5	139,012	21,412	(117,60)	-	(117,60)
13	(150,195)	(134,914)	15,281	53,083	68,364
8	(34,662)	(24,583)	10,079	5,156	15,235
13	(31,656)	-	31,656	(44,751)	(13,095)
	(77 501)	(138 085)	(60 584)	13 488	(47 096)

1. The consolidated financial statements as of and for the year ended December 31, 2018 include the impacts of the first application of IFRS 9 and IFRS 15 standards that became applicable on January 1, 2018. The comparative consolidated financial information as of and for the year ended December 31, 2017 has not been restated. See the Register Document 2018 for more details on the impact of the transition.

Notice of Meeting Brochure - Annual General Meeting of May 19, 2020| Innate Pharma | 19

Revenue and other income

Revenue and other income resulted from collaboration and licensing agreements and government financing for research expenditure. Revenue and other income decreased by €8.1 million, or 8,7 %, to €85.8 million for the year ended December 31, 2019, as compared to revenue and other income of €94.0 million for the year ended December 31, 2018.

in thousands of euro	December 31, 2019	December 31, 2018
Revenue from collaboration and licensing agreements	68,974	79,892
Government funding for research expenditures	16,840	14,060
Revenue and other income	85,814	93,952

Revenues from collaboration and licensing agreements

Revenues from collaboration and licensing agreements decreased by €10.9 million, or 13.7%, to €69.0 million for the year ended December 31, 2019, as compared to revenues from collaboration and licensing agreements of €79.9 million for the year ended December 31, 2018. These revenues were derived principally under our agreements with AstraZeneca and are set forth in the table below.

Proceeds related to monalizumab.Revenue related to monalizumab decreased by €19.0 million, or 30.9%, to €42.5 million for the year ended December 31, 2019, as compared to €61.5 million for the year ended December 31, 2018. This change is primarily due to the one-off impact of the exercise of the option by AstraZeneca in October 2019 ($100.0 million) in October 2018, which generated a catchup impact in revenue of €32.0 million and €6.4 million in the years ended December 31, 2018 and 2019, respectively. . As of December 31, 2019, the deferred revenue related to monalizumab is €62.7 million (€39.7 million as "Deferred revenue-Current portion" and €22.9 million as "Deferred revenue- Non-current portion").

Proceeds related to IPH5201.Revenue related to IPH5201 increased by €3.2 million, or 20.4%, to €18.8 million for the year ended December 31, 2019, as compared to €15.6 million for the year ended December 31, 2018. This change is primarily due to revenue related to the partial recognition in 2019 of the $50.0 million non-refundable upfront payment received from AstraZeneca in 2018, which has been recognized as revenue based on the percentage of completion of the development work. As of December 31, 2019, the amount not yet recognized in revenue amounted to €9.1 million, classified as "Deferred revenue-Current portion."

Invoicing of research and development costs. Revenue from invoicing of research and development costs for the year ended December 31, 2019 was €6.9 million compared to €2.2 million for the year ended December 31, 2018. Pursuant to our agreements with AstraZeneca, clinical costs for the ongoing Phase I trial of IPH5401 in combination with durvalumab are equally shared between us and AstraZeneca and research and development costs related to IPH5201 are fully borne by AstraZeneca, resulting in periodic settlement invoices.

Government financing for research expenditures

Government financing for research expenditures increased by €2.8 million, or 19.8%, to €16.8 million for the year ended December 31, 2019, as compared to €14.1 million for the year ended December 31, 2018. This change is primarily a result of an increase in the research tax credit of €3.2 million, which is mainly due to an increase in the amortization expense relating to the intangible assets related to the

20| Notice of Meeting Brochure - Annual General Meeting of May 19,2020| Innate Pharma

licenses acquired from AstraZeneca in October 2018. The table below details government funding for research expenditures for the years ended December 31, 2018 and 2019.

(in thousands of euro)	December 31, 2019	December 31, 2018
Research tax credits	16,737	13,527
Grants	103	533
Government financing for research expenditures	16,840	14,060

The research tax credit is calculated as 30% of the amount of research and development expenses, net of grants received, eligible for the research tax credit for the years ended December 31, 2018 and 2019.

Operating expenses

The table below presents our operating expenses for the years ended December 31, 2018 and 2019.

in thousands of euro	December 31, 2019	December 31, 2018
Research and development expenses	(78,844)	(69,555)
General and administrative expenses	(25 803)	(18,142)
Operating expenses	(104,647)	(87,697)

Research and development expenses

Our research and development expenses in the periods presented primarily relate to activities for our monalizumab, lacutamab and IPH5401 programs and Lumoxiti.

Our research and development expenses are broken down as set forth in the table below:

in thousands of euro	December 31, 2019	December 31, 2018
Monalizumab	(6,195)	(8,794)
IPH4102	(9,870)	(15,019)
IPH5401		(9,883)
(5,887)
Other clinical and preclinical programs	(2,624)	(7,713)
Lumoxiti(1)	(11,709)	(1,094)
Sub-total programs in clinical development	(33,660)	(34,790)
Sub-total programs in preclinical development	(10,741)	(11,356)
Total direct research and development expenses	(44,401)	(46,146)
Personnel expenses (including share-based payments)	(15,892)	(14,226)
Depreciation and amortization	(15,518)	(6,709)
Other expenses	(3,033)	(2,474)
Personnel and other expenses	(34,443)	(23,409)
Total research and development expenses	(78,844)	(69,555)

Notice of Meeting Brochure - Annual General Meeting of May 19, 2020| Innate Pharma | 21

1. Lumoxiti research and development expenses mainly relate to the generation of additional clinical data and the preparation of the submission of the marketing authorization application to the EMA.

Research and development increased by €9.3 million, or 13.4%, to €78.9 million for the year ended December 31, 2019, as compared to research and development of €69.6 million for the year ended December 31, 2018. This increase change is primarily a result of an increase of €11.0 million euros in personnel and other expenses, partly offset by a decrease of €1.7 million euros in direct research and development expenses (clinical and non-clinical).

Research and development expenses represented a total of 79.4% and 75.3% of the total operation expenses for the years ended December 31, 2018 and 2019, respectively. As of December 31, 2018, we had 154 employees in research and development functions, compared to 162 as of December 31, 2019.

Direct research and development expenses decreased by €1.7 million, or 3.8%, to €44.4 million for the year ended December 31, 2019, as compared to direct research and development expenses of €46.1 million for the year ended December 31, 2018. This change is primarily a result of: (i) a €5.1 million decrease in expenses related to the lacutamab program, (ii) a €4.0 million decrease in expenses related to the IPH5401 program, (iii) a €2.6 million decrease in expenses related to the monalizumab program, partially offset by (iv) a €10.6 million increase in expenses related to the acquisition of Lumoxiti. The decrease in expenses related to the lacutamab and IPH5401 programs mainly results from €7.5 million decrease in chemical, manufacturing and production control costs due to the phasing of the production on batches.

Personnel and other expenses increased by €11.0 million, or 47.1%, to €34.4 million for the year ended December 31, 2019, as compared to personnel and other expenses of €23.4 million for the year ended December 31, 2018. This change is primarily a result of (i) a €8.8 million increase in depreciation and amortization expenses due to the full year impact of the amortization of Lumoxiti (€2.3 million) and IPH5201 (€6.5 million) and (ii) a €1.7 million increase in personnel expenses (including share-based compensation) due to the increase in employee headcount and bonuses (€1.4 million) and share-based payments (€0.3 million).

Selling, general and administrative expenses

Selling, general and administrative expenses increased by €7.7 million, or 42.2%, to €25.8 million for the year ended December 31, 2019, as compared to €18.1 million for the year ended December 31, 2018. Selling, general and administrative expenses represented a total of 20.7% and 24.7% of our total operating expenses for the years ended December 31, 2018 and 2019, respectively.

The table below presents our selling, general and administrative expenses by nature for the years ended December 31, 2018 and 2019:

in thousands of euro	December 31, 2019	December 31, 2018
Personnel expenses (including shared-based payments)	(10,572)	(7,601)
Non scientific advisory and consulting	(8,384)	(5,301)
Other expenses(1)	(6,847)	(5,240)
Total general and administrative expenses	(25,803)	(18,142)

22| Notice of Meeting Brochure - Annual General Meeting of May 19,2020| Innate Pharma

1. Other expenses are related to intellectual property, maintenance costs for laboratory equipment and our headquarters, depreciation and amortization and other selling, general and administrative expenses.

Personnel expenses, which includes the compensation paid to our employees and consultants, increased by €3.0 million, or 39.1%, to €10.6 million for the year ended December 31, 2019, as compared to personnel expenses of €7.6 million for the year ended December 31, 2018. This increase mainly results from an increase in wages and salaries of €2.1 million, resulting from the recruitment of employees for our US subsidiary (€1.7 million), including employees affected to the commercialization of Lumoxiti. As of December 31, 2019, we had 65 employees in general and administrative functions, as compared to 41 as of December 31, 2018. This change is primarily a result of the recruitment of 20 employees for our US subsidiary.

Non-scientific advisory and consulting expenses mostly consist of auditing, accounting, taxation and legal fees as well as consulting fees in relation to business strategy and operations and hiring services. Non-scientific advisory and consulting expenses increased by €3.1 million, or 58.1%, to €8.4 million for the year ended December 31, 2019 as compared to €5.3 million for the year ended December 31, 2018. This increase mainly results from fees incurred for the commercialization of Lumoxiti and the development of the activities of our US affiliate.

Net income (loss) from distribution agreements

We recognized a net loss of €8.2 million from the Lumoxiti distribution agreement in the year ended December 31, 2019, as compared to a net loss of €1.1 million for the year ended December 31, 2018, which reflected revenue from sales of Lumoxiti in the period, less administrative and selling expenses associated with the sales revenue allocated to us. The commercial launch of Lumoxiti in the U.S. occurred in November 2018 (although revenue derived from such sales was recognized over a 12 month period in 2019) and is in its ramp-up phase.

Financial income (loss), net

Net financial result increased by €8.7 million, to a €6.3 million gain for the year ended December 31, 2019, as compared to €2.4 million loss for the year ended December 31, 2018. This increase is mainly due to a €4.1 million gain relating to the change in valuation allowance on financial instruments (as compared to a €3.9 million loss for the year ended December 31, 2018).

For the years ended December 31, 2018 and 2019, the foreign exchange gains and losses mainly result from the variance of the exchange rate between the Euro and the U.S. dollar on U.S. dollar- denominated cash and cash equivalents and financial assets.

Unrealized gains and losses on financial assets relate to unquoted instruments.

Notice of Meeting Brochure - Annual General Meeting of May 19, 2020| Innate Pharma | 23

Income Tax

Due to the Company's early stage of development, it is not probable that future taxable profit will be available against which the unused tax losses can be utilized. As a consequence, deferred tax assets are recognized up to deferred tax liabilities.

Temporary differences mainly result from leases, provision for defined benefit obligation and tax losses carryforwards.

As of December 31, 2019, the accumulated tax losses carryforwards of Innate Pharma SA were €231,167 thousand with no expiration date (€218,670 and €219,563 thousand as of December 31, 2017 and 2018). As of December 31, 2019, the accumulated tax losses carryforwards of Innate Pharma Inc. was €5,098 thousand, or $5,727 thousand, (€446 thousand, or $535 thousand and €493 thousand, or $564 thousand as of December 31, 2017 and 2018, respectively), with a 20-year period expiration.

For the financial year 2018, the Company opted for the carry back mechanism which gave rise to a €333 thousand tax credit.

Income (loss) per share

Earnings per share represent a loss of 0.31 euros and a gain of 0.05 euros per share for the 2019 and 2018 financial years.

Liquidity and Capital Resources

Cash, cash equivalents and short-term investments increased by €51.3 million, or 30,6 %, to €218.9 million as of December 31, 2019, as compared to cash, cash equivalents and short-term investments of €167.5 million at December 31, 2018. The cash assets that we hold consist of current accounts and fixed term accounts. Short-term investments primarily consist of shares of money market funds and mutual funds. Their purpose is to finance our activities, including our research and development costs.

In 2019, cash consumption, net of payments received and made under the agreement with AstraZeneca signed in October 2018, amounted to 21.3 million euros.

Cash and cash equivalents held by the Company (cash, cash equivalents and current financial assets) consist solely of current accounts, savings accounts and fixed-term term deposits. Current financial instruments consist of mutual investments (monetary FCP). These availabilities are used to finance our activities, and in particular our R&D costs.

Since its creation, the Company has been financed mainly by the issuance of new shares, by income from its industrial collaborations, by repayable aid and subsidies received from various French and foreign public bodies (including Oséo, now Bpifrance) and by research tax credit

24| Notice of Meeting Brochure - Annual General Meeting of May 19,2020| Innate Pharma

Cash flows

in thousands of euro	December 31, 2019	December 31, 2018
Cash flows from / (used in) operating activities	34,924	(32,529)
Cash flows from / (used in) investing activities	(62,121)	24,279
Cash flows from / (used in) financing activities	77,765	61,222
Effect of the exchange rate changes	5	(26)
Net increase / (decrease) in cash and cash equivalents:	50,572	52,946

Cash flows from / (used in) operating activities :

Our net cash flow from operating activities increased by €67.5 million to €34.9 million for the year ended December 31, 2019 as compared to net cash flows used in operating activities of €32.5 million for the year ended December 31, 2018. This improvement of our operating cash flows mainly results from the collection of €108.7 million of proceeds relating to the agreements signed with AstraZeneca in October 2018, partially offset by an increase of outflows in relation to our research and development activities.

Cash flows from / (used in) investing activities :

Our net cash flows used in investing activities for the year ended December 31, 2019 were €62.1 million and mainly consisted of the upfront payment relating to the acquisition of Lumoxiti (€43.8 million) and the additional considerations relating to monalizumab (€13.1 million) and anti-CD39 (€7.0 million).

Our net cash flows from investing activities for the year ended December 31, 2018 were €24.3 million and mainly consisted of (i) disposal of net financial assets for €24.2 million, (ii) interest received on financial assets for €1.4 million, less (iii) acquisitions of property and equipment for €0.9 million and (iv) acquisition of intangible assets for €0.6 million.

Cash flows from / (used in) financing activities :

Our net cash flows from financing activities for the year ended December 31, 2019 increased by €16.6 million to €77.8 million as compared to net cash flows from financing activities of €61.2 million for the year ended December 31, 2018 This increase mainly results from (i) the net proceeds of our initial public offering on the Nasdaq in October 2019 (€66.0 million), and (ii) the net proceeds from the drawdown of our borrowings, less repayments during the period (€11.9 million).

Events after the reporting date

On November 22, 2019, AstraZeneca submitted to the European Medicines Agency (EMA) the Marketing Authorization Application (MAA) relating to the commercialization of Lumoxiti in Europe. According to the agreement related to Lumoxiti with AstraZeneca, AstraZeneca is entitled to a $15,000 thousand milestone that was paid by the Company in January 2020. On January 2, 2020, the Company announced that the EMA has accepted the MAA for Lumoxiti. The EMA filling acceptance follows the U.S. Food and Drug Administration (FDA) approval of Lumoxiti in September 2018.

On January 10, 2020, the Company signed an amendment to the lease for the "Le Virage" building in order to expand its premises. This amendment also extends the duration of the contractual

Notice of Meeting Brochure - Annual General Meeting of May 19, 2020| Innate Pharma | 25

commitment. The effective date of this addendum is January 515, 2020. Consequently, and following the application of IFRS 16 standard, the impact on the consolidated financial statements are the following : recognition of a new right-of-use asset of €1,151 thousand and a new lease liability of €1,114 thousand.

On February 24, 2020, Odile Laurent was appointed as member of the executive committee.

On March 10, 2020, the Company announced the dosing of the first patient on March 9, 2020 in the IPH5201 Phase I clinical trial. AstraZeneca made a $5,000 thousand milestone payment to Innate under the companies' October 2018 multi productoncology development collaboration. Innate will make a €2,700 thousand milestone payment to Orega Biotech SAS pursuant to Innate's exclusive licensing agreement.

Between December 31 2019, closing date of the fiscal year, and April 2, 2020, date of this document, occured the Covid 19 health crisis. The specific impact of this crisis and in particular on our activity is difficult to measure. The Group is monitoring the evolution of the situation and took several measures such as the closing of all sites, the use of remote working for all employees who can work remotly and the partial unemployment (chômage partiel) of others employees. This health crisis will have an impact on programs development, notably the on-going clinical trials, on Lumoxiti sales and on the financial situation of the Group, that cannot be assessed on April 24, 2020. For more information on the Covid- 10 health crisis, see section 3 of the 20F report available on Innate Pharma's website.

Risk factors

The risk factors affecting the Company are presented in paragraph 3 of the 20F report available on Innate Pharma's website.

20F Report

The Company has filed a 20F report including the financial statements for the year ended 2019 with the "Securities and Exchange Commission". This document is available to the public on the Innate Pharma website.

26| Notice of Meeting Brochure - Annual General Meeting of May 19,2020| Innate Pharma

GOUVERNANCE

5.1. EXECUTIVE BOARD

Mondher MAHJOUBI	Yannis MOREL	Laure-Hélène Mercier
CEO - Chairman of the Executive	Product portfolio strategy &
Chief Financial Officer
Board	Business development

5.2. SUPERVISORY BOARD

Hervé BRAILLY*	Irina STAATZ GRANZER	Gilles BRISSON*
President of the Supervisory	Vice-President of the Supervisory
Board	Board

Patrick LANGLOIS	NOVO NORDISK A/S*	BPIFRANCE PARTICIPATIONS*
Permanent representative:	Permanent representative:
	Marcus SCHINDLER	Maïlys FERRERE

Véronique CHABERNAUD	Jean-Yves BLAY	Olivier MARTINEZ
Censeur
*non-independant members

Notice of Meeting Brochure - Annual General Meeting of May 19, 2020| Innate Pharma | 27

Membership attendance on Committees :

	Hervé BRAILLY	Irina STAATZ GRANZER	Gilles BRISSON	Patrick LANGLOIS	NOVO NORDISK A/S (Marcus SCHINDLER)	BPIFRANCE PARTICIPATIONS (Maïlys FERRERE)	Véronique CHABERNAUD	Jean-Yves BLAY
Audit Committee		●	●	●		●
Compensation ans	●		●	●			●
Nomination Committee
Transaction Committee	●	●			●

• President(

8	1
members	censor
7.3 ans	0.625
Tenureofoffice	Mandate / member
	(other listed companies)
5men
3women	25%
mixity	extranational members
60.8 ans
Ageaverage
7	91%
Meetings in 2019	Attendanceto meetings in
	2019

28| Notice of Meeting Brochure - Annual General Meeting of May 19,2020| Innate Pharma

Member of the Supervisory Board whose appointment is proposed for approval at the Annual Shareholders' Meeting of May 19, 2020:

Pascale Boissel, MBA (HEC Paris)

Born October 15, 1966 - French nationality

Appointment to be proposed at the Annual General Meeting of May 19, 2020

Expertise and experience

Pascale Boissel is a specialist in finance, audit, internal control, growth management and restructuring operations. She has more than 30 years of experience in a wide range of activities: audit, transactions, food and beverages (Danone), building materials (Lafarge Holcim), education and, more recently, health and biotechnology. Pascale Boissel is currently a financial consultant and part-time CFO of Novadiscovery.

Previously, Pascale Boissel was CFO of ENYO Pharma. Pascale Boissel was Deputy Managing Director and Chief Financial and Administrative Officer of Institut BIOASTER (IRT), a French non-profit association that develops collaborative research programs in the field of infectious diseases and microbiology.

In 2009, Ms. Boissel joined Ipsogen, a publicly traded biotechnology company in the field of diagnostics, as Chief Financial Officer.

Pascale Boissel began her career in audit and corporate finance at PricewaterhouseCoopers Paris.

Other mandates and functions within listed companies

• Member of the Board of Directors and Chairman of the Audit Committee of Poxel [POXEL].
• Member of the Board of Directors and Chairman of the Audit Committee of Sartorius Stedim B. [DIM]

Other mandates and functions within unlisted companies

• Financial consultant andpart-time financial director at Novadiscovery

Offices and positions held in listed companies which expired during the last five years

None

Offices and positions held in unlisted companies which expired during the last five years

• Part-timeChief Financial Officer of Enyo Pharma (end June 2019)
• Part-timeCFO of M2Care (end June 2019)
• Director of Administration and Finance and Deputy Managing Director at Bioaster (end 2016))

Notice of Meeting Brochure - Annual General Meeting of May 19, 2020| Innate Pharma | 29

GENERAL INFORMATIONS ABOUT THE COMPANY

78 898 264 ordinary shares

6,680 Preferred Shares 2016 (giving right to 811,400 voting rights) 7,581 Preferred Shares 2017 (giving right to 7,581 voting rights) 79,717,245 theorical voting rights (1)

79,698,670 exercisable voting rights (2)

1. The total number of theoretical voting rights (or "gross" voting rights) is used as the basis for calculating the crossing of shareholding thresholds. In accordance with Article223-11 of the AMF General Regulation, this number is calculated on the basis of all shares to which voting rights are attached, including shares whose voting rights have been suspended. The total number of theoretical voting rights includes (i) voting rights attached to AGAP 2016, i.e. 130 voting rights for the AGAP 2016-1 and 111 voting rights for the AGAP 2016-2 and (ii) voting rights attached to AGAP 2017, i.e. 1 voting right per AGAP 2017.
2. The total number of exercisable voting rights (or "net" voting rights) is calculated without taking into account the shares held in treasury by the Company, with suspended voting rights. It is released so as to ensure that the market is adequately informed, in accordance with the recommendation made by the AMF on July 17, 2007.

30| Notice of Meeting Brochure - Annual General Meeting of May 19,2020| Innate Pharma

AGENDA

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

Resolution n° 1 - Approval of the annual financial statements for the 2019 fiscal year

Resolution n° 2 - Approval of the consolidated financial statements for the 2019 fiscal year

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

Resolution n° 4 - Related-party transactions

Resolution n° 5 - Renewal of Deloitte et Associés as Statutory Auditor

Resolution n° 6 - Appointment of Pascale Boissel as member of the Supervisory Board

Resolution n° 7 - Renewal of Olivier Martinez as observer of the Supervisory Board

Resolution n° 8 - 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° 9 - Approval of the general principles of the compensation policy of the corporate officers (mandataires sociaux) for the 2020 fiscal year

Resolution n° 10 - Approval of the compensation policy of the Chairman of the Executive Board for the 2020 fiscal year

Resolution n° 11 - Approval of the compensation policy of the Executive Board members (except the Chairman of the Executive Board) for the 2020 fiscal year

Resolution n° 12 - Approval of the compensation policy of the Chairman of the Supervisory Board for the 2020 fiscal year

Resolution n° 13 - Approval of the compensation policy of the Supervisory Board members (except the Chairman of the Supervisory Board) for the 2020 fiscal year

Resolution n° 14 - Approval of the various components of overall compensation and benefits granted for the fiscal year ended 31 December 2019 to the corporate officers (mandataires sociaux)

Resolution n° 15 - Approval of the components of overall compensation and benefits granted for the fiscal year ended 31 December 2019 to the Chairman of the Executive Board

Resolution n° 16 - Approval of the components of overall compensation and benefits granted for the fiscal year ended 31 December 2019 to the Executive Board members (except the Chairman of the Executive Board)

Resolution n° 17 - Approval of the components of overall compensation and benefits granted for the fiscal year ended 31 December 2019 to the Chairman of the Supervisory Board

Resolution n° 18 - Authorization for the Company's purchase of its own shares

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

Resolution n° 19 - 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° 20 - 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° 21 - 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° 22 - 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° 23 - 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 Company, with shareholders' preferential subscription rights

Resolution n° 24 - 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 Company, without shareholders' preferential subscription rights, through a public offering

Resolution n° 25 - Delegation of authority to the Executive Board for the purpose of issuing, without shareholders' preferential subscription rights, ordinary shares of the Company and/or securities giving access to the share capital of the Company, through an offering referred to in paragraph 1° of Article L.411-2 of the French Monetary and Financial Code

Resolution n° 26 - Determination of the issuance price, up to the limit of 10% of the share capital per annum, of the ordinary shares and/or of securities giving access to the share capital of the Company, in the event of the suppression of shareholders' preferential subscription rights

Resolution n° 27 - Delegation of authority to the Executive Board for the purpose of issuing of ordinary Company shares and /or of securities giving access to the share capital of the Company, without shareholders' preferential subscription rights and reserved for certain categories of investors

Resolution n° 28 - Authorization granted to the Executive Board to increase of 15% the number of securities to be issued in the event of a share capital increase with or without shareholders' preferential subscription rights

Resolution n° 29 - 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, as compensation for contributions in kind comprised of equity securities or securities giving access to the share capital

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Resolution n° 30 - 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, in the event of a public exchange offer initiated by the Company

Resolution n° 31 - Overall cap applicable to the resolutions n° 23 to 25 and 27 to 30 above

Resolution n° 32 - 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

Resolution n° 33 - 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° 34 - Amendment to Article 15 IV. of the Articles of Association in order to change the quorum and majority for the deliberations of the Executive Board

Resolution n° 35 - Powers for formalities

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TEXT OF RESOLUTIONS

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

• Approval of the 2019 financial statements and allocation of earnings

The first items of the agenda are on the approval for the 2019 financial year of the financial statements (resolution n°1) and the consolidated financial statements (resolution n°2). The resolution n°3 is on the allocation of earnings to "retained earnings" since the outcome of the financial year showing a netprofit.

For further details on the financial statements, please refer to the 20-Fform.

Resolution n° 1 - Approval of the annual financial statements for the 2019 fiscal year

The Shareholders' meeting, acting under the conditions of quorum and majority required for ordinary shareholders' meetings, having deliberated and reviewed the report of the Executive Board, the Supervisory Board's observations on the report of the Executive Board and the report of the Statutory Auditors on the performance of their mission during the fiscal year ended 31 December 2019, approves the annual financial statements as they were presented to the Shareholders' meeting, as well as the transactions evidenced in these statements and summarized in these reports.

The Shareholders' meeting acknowledges that the annual financial statements for the fiscal year ended 31 December 2019 show expenditures referred to in Article 39,4° of the French General Tax Code (Code général des impôts) and incurred by the Company during the fiscal year ended 31 December 2019 amounting to EUR160,815 for attendance fees and EUR10,745 for excess amortizations (amortissements excédentaires) on private passenger vehicles.

The Shareholders' meeting also acknowledges that said financial statements do not show general expenses referred to in Article 39,5° of the French General Tax Code.

Resolution n° 2 - Approval of the consolidated financial statements for the 2019 fiscal year

The Shareholders' meeting, acting under the conditions of quorum and majority required for Ordinary Shareholders' meetings, having deliberated and reviewed the report of the Executive Board, the Supervisory Board's observations on the report of the Executive Board and the report of the Statutory Auditors on the performance of their mission during the fiscal year ended 31 December 2019, approves the consolidated financial statements for the fiscal year ended 31 December 2019 (drawn up on 9 March 2020) as they were presented to the Shareholders' meeting, as well as the transactions evidenced in these statements and summarized in these reports.

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

The Shareholders' meeting, acting under the conditions of quorum and majority required for ordinary shareholders' meetings, having deliberated and reviewed the Executive Board's report, decides to allocate the EUR22,122,419 profit incurred in the fiscal year ended 31 December 2019 to the accounting

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item entitled "Retained Earnings". After the allocation of this profit, "Retained Earnings" will amount to a loss of EUR103,140,664.

Pursuant to Article 243 bis of the French General Tax Code, the General Shareholders' meeting acknowledges that no dividend was distributed over the last three fiscal years.

• Related-partytransactions

The fourth resolution aims at approving the agreements falling within the scope of Articles L.225-86et. seq.of the French Commercial Code attached as Annex 1 of theExecutive board Report to theAnnual General Meeting.

Resolution n° 4 - Related-party transactions

The Shareholders' meeting, acting under the conditions of quorum and majority required for ordinary shareholders' meetings, having deliberated and reviewed the Executive Board's report and the special report of the Statutory Auditors on the related-party transactions referred to in Article L.225-86 of the French Commercial Code (Code de Commerce), acknowledges the conclusions outlined in said report and approves the related-party transactions mentioned therein pursuant to Article L.225-88 of the French Commercial Code.

• Renewal of the mission of the Statutory Auditor

The fifth resolution aims to approve the renewal of Deloitte & Associés as Statutory co-Auditor.

Resolution n° 5 - Renewal of Deloitte et Associés as Statutory Auditor

The Shareholders' meeting, acting under the conditions of quorum and majority required for ordinary shareholders' meetings, noting that the mission of Deloitte et Associés expires at the end of this Shareholders' meeting approving the financial statements for the fiscal year ended 31 December 2019, after having deliberated, renews the appointment of Deloitte et Associés, 6 place de la Pyramide, 92908 Paris La Défense Cedex in its functions as Statutory co-Auditor for a period of six years, until the end of the Ordinary Shareholders' meeting called in 2026 to approve the financial statements for the fiscal year ended 31 December 2025.

• Appointment of a new member of the Supervisory Board

The purpose of the sixth resolution is to appoint Pascale Boissel as a member of the Supervisory Board for a term of two years.

The biography of Pascale Boissel is provided in paragraph 6.2 of this Brochure.

Resolution n° 6 - Appointment of Pascale Boissel as member of the Supervisory Board

The Shareholders' Meeting, acting under the conditions of quorum and majority required for Ordinary Shareholders' Meetings, having deliberated, appoints as member of the Supervisory Board for a period of two years to expire at the end of the Ordinary Shareholders' Meeting called in 2022 to approve the financial statements for the fiscal year ended 31 December 2021 of:

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Mrs. Pascale Boissel

Residing at: 31, avenue des Cottages, 69300 Caluire et Cuire

Mrs. Pascale Boissel has indicated that she would accept the duties assigned to her and that nothing prevents her from accepting these duties.

• Observer's renewal

The purpose of the seventh resolution is to renew the observer for a one-year period.

Resolution n° 7 - Renewal of Olivier Martinez as observer of the Supervisory Board

The Shareholders' meeting, acting under the conditions of quorum and majority required for ordinary shareholders' meetings, noting that the mission of Olivier Martinez as observer of the Supervisory Board expires today and having deliberated, renews the appointment as observer of the Supervisory Board for a period of one year to expire at the end of the ordinary shareholders' meeting called in 2021 to approve the financial statements for the fiscal year ended 31 December 2020 of:

Mr. Olivier Martinez

Residing at: 4, rue Turgot, 75009 Paris

Olivier Martinez indicated that he accepts the duties assigned to him and that nothing prevents him from accepting these duties.

• Attendance fees

Under the resolution n°8, we invite you to vote on the allocation of attendance fees to the benefit of the Supervisory board members pursuant to articleL.225-83of the commercial French Code, for a maximum amount of € 260,000 for 2020 (amount increased by 20,000 compared to 2019 inanticipation of appointment of Pascale Boissel).

The attendance fees are allocated depending on the level of participation during meetings and theirresponsibility in the different committees.

The allocation table of the attendance fees is described under section 2.1.3.2 of the Say-on-PayReport.

Resolution n° 8 - 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

The Shareholders' meeting, acting under the conditions of quorum and majority required for ordinary shareholders' meetings, after having deliberated and reviewed the Executive Board's report, decides to allocate a maximum amount of EUR260,000 to the members of the Supervisory Board as a compensation under article L.225-83 of the French Commercial Code for the 2020 fiscal year.

The Shareholders' meeting grants power to the Supervisory Board to distribute all or part of this amount among its members in accordance with the procedures it shall establish.

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• Say on Pay «ex ante»

Resolutions n°9 to 13 aim at voting on the general principles and compensation policy of the Chairman of the Executive board, the others Executive board members, the Chairman of the Supervisory boardand the and the others Supervisory board members for 2020.

Please note that the compensation policy applicable to members of the Executive and Supervisory Boards for 2020 is the subject of Resolution n°9 vote, which does not anticipate the result of the individual voting on the compensation paid to the Chairman of the Executive board (Resolution n°10), others member of the Executive Board (Resolution n°11), to the Chairman of the Supervisory Board(Resolution n°12) and to others members of the Supervisory Board (Resolution n°13).

The Say on Pay "ex ante" is described under section 2.1of the Say-on-PayReport.

Resolution n° 9 - Approval of the general principles of the compensation policy of the corporate officers (mandataires sociaux) for the 2020 fiscal year

The Shareholders' meeting, acting under the conditions of quorum and majority required for ordinary shareholders' meetings, approves, in pursuance of article L.225-82-2 of the French Commercial Code, the general principles of the compensation policy of the corporate officers (mandataires sociaux) for the 2020 fiscal year, as described in section 2.1 of the corporate governance report attached to the report referred to in articles L.225-100 and L.255-102 of the French Commercial Code.

Resolution n° 10 - Approval of the compensation policy of the Chairman of the Executive Board for the 2020 fiscal year

The Shareholders' meeting, acting under the conditions of quorum and majority required for ordinary shareholders' meetings, approves, in pursuance of article L.225-82-2 of the French Commercial Code, the compensation policy of the Chairman of the Executive Board for the 2020 fiscal year, as described in section 2.1.2.1 of the corporate governance report attached to the report referred to in articles L.225- 100 and L.255-102 of the French Commercial Code.

Resolution n° 11 - Approval of the compensation policy of the Executive Board members (except the Chairman of the Executive Board) for the 2020 fiscal year

The Shareholders' meeting, acting under the conditions of quorum and majority required for ordinary shareholders' meetings, approves, in pursuance of article L.225-82-2 of the French Commercial Code, the compensation policy of the Executive Board members (except the Chairman of the Executive Board) for the 2020 fiscal year, as described in sections 2.1.2.2 and 2.1.2.3 of the report on corporate governance attached to the report referred to in articles L.225-100 and L.255-102 of the French Commercial Code.

Resolution n° 12 - Approval of the compensation policy of the Chairman of the Supervisory Board for the 2020 fiscal year

The Shareholders' meeting, acting under the conditions of quorum and majority required for ordinary shareholders' meetings, approves, in pursuance of article L.225-82-2 of the French Commercial Code, the compensation policy of the Chairman of the Supervisory Board for the 2020 fiscal year, as described

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in section 2.1.3.1 of the report on corporate governance attached to the report referred to in articles L.225-100 and L. 255 102 of the French Commercial Code.

Resolution n° 13 - Approval of the compensation policy of the Supervisory Board members (except the Chairman of the Supervisory Board) for the 2020 fiscal year

The Shareholders' meeting, acting under the conditions of quorum and majority required for ordinary shareholders' meetings, approves, in pursuance of article L.225-82-2 of the French Commercial Code, the compensation policy of the Supervisory Board members (except the Chairman of the Executive Board) for the 2020 fiscal year, as described in sections 2.1.3.2 and 2.1.3.3 of the report on corporate governance attached to the report referred to in articles L.225-100 and L.255-102 of the French Commercial Code.

• Say on Pay «ex post»

Resolutions n°14 to 17 aim at voting on the general principles of compensation implemented in 2019 and on the 2019 compensation granted to the Chairman of the Executive board, the others Executiveboard members and the Chairman of the Supervisory board.

The Say on Pay « ex post » is described under section 2.2 of the Say-on-PayReport.

Resolution n° 14 - Approval of the various components of overall compensation and benefits granted for the fiscal year ended 31 December 2019 to the corporate officers (mandataires sociaux)

The Shareholders' meeting, acting under the conditions of quorum and majority required for ordinary shareholders' meetings, approves, in pursuance of article L.225-100 of the French Commercial Code, the fixed, variable and extraordinary components of overall compensation and benefits of all kind granted for the fiscal year ended 31 December 2019 to the corporate officers (mandataires sociaux), as described in section 2.2.1 of the report on corporate governance attached to the report referred to in articles L.225-100 and L.255-102 of the French Commercial Code.

Resolution n° 15 - Approval of the components of overall compensation and benefits granted for the fiscal year ended 31 December 2019 to the Chairman of the Executive Board

The Shareholders' meeting, acting under the conditions of quorum and majority required for ordinary shareholders' meetings, approves, in pursuance of article L.225-100 of the French Commercial Code, the fixed, variable and extraordinary components of overall compensation and benefits of all kind granted for the fiscal year ended 31 December 2019 to the Chairman of the Executive Board, as described in section 2.2.2.1 of the report on corporate governance attached to the report referred to in articles L.225-100 and L.255-102 of the French Commercial Code.

Resolution n° 16 - Approval of the components of overall compensation and benefits granted for the fiscal year ended 31 December 2019 to the Executive Board members (except the Chairman of the Executive Board)

The Shareholders' meeting, acting under the conditions of quorum and majority required for ordinary shareholders' meetings, approves, in pursuance of article L.225-100 of the French Commercial Code, the fixed, variable and extraordinary components of overall compensation and benefits of all kind

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granted for the fiscal year ended 31 December 2019 to the Executive board members (except the Chairman of the Executive Board), as described in sections 2.2.2.2 and 2.2.2.3 of the report on corporate governance attached to the report referred to in articles L.225-100 and L.255-102 of the French Commercial Code.

Resolution n° 17 - Approval of the components of overall compensation and benefits granted for the fiscal year ended 31 December 2019 to the Chairman of the Supervisory Board

The Shareholders' meeting, acting under the conditions of quorum and majority required for ordinary shareholders' meetings, approves, in pursuance of article L.225-100 of the French Commercial Code, the fixed, variable and extraordinary components of overall compensation and benefits of all kind granted for the fiscal year ended 31 December 2019 to the Chairman of the Supervisory Board, as described in section 2.2.2.4 of the report on corporate governance attached to the report referred to in articles L.225-100 and L.255-102 of the French Commercial Code.

• Company share repurchase program

Resolution n°18 aims at voting on the repurchase by the Company of its own shares, for the purposes described under the resolution.

We remind you that the Company did not repurchased its own shares in 2019.

Such repurchase authorization may not occur during public tending offers initiated by the Companyor aiming at its securities.

Resolution n° 18 - Authorization for the Company's purchase of its own shares

The Shareholders' meeting, acting under the conditions of quorum and majority required for ordinary shareholders' meetings, after having deliberated and reviewed the Executive Board's report, authorizes the Executive Board, along with the power to sub-delegate, pursuant to the conditions set forth in Articles L. 225 209 of the French Commercial Code, to purchase Company's shares through the implementation of a share repurchase program.

The Shareholders' meeting decides that:

• the maximum purchase price (excluding expenses) per share is set at EUR20.00 and,
• the maximum amount of funds allocated to the implementation of this share repurchase program may not exceed EUR1,000,000.

In the event of a change in the nominal share value, a share capital increase by incorporation of reserves, an allocation of free shares to all shareholders, a split or reverse split of securities, a distribution of reserves or of any other assets, capital amortization or any other transaction affecting shareholders' equity, the Shareholders' meeting grants to the Executive Board, along with the power to sub-delegate, pursuant to the conditions set forth in Articles L.225-209 et seq. of the French Commercial Code, the powers to adjust the purchase price above in order to take into account the effect of those transactions on the value of the share.

The Shareholders' meeting decides that the Company may purchase a number of shares such that:

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• the maximum number of shares that may be acquired pursuant to this authorization may not exceed
  10% of the total number of shares comprising the Company's share capital and 5% of the total number of shares comprising the Company's share capital for the allocations made to retain shares and to subsequently use them as payment or in an exchange in the context of a merger, split or contribution transaction; it being specified that (i) these limits apply to an amount of the Company's share capital that will be adjusted, if necessary, to take into account those transactions that will affect the share capital subsequent to this Shareholders' meeting, and (ii) when the shares are bought back to promote liquidity the number of shares taken into account to calculate the above mentioned 10% limit corresponds to the number of shares purchased, minus the number of shares re-sold during the authorization period; and
• the allocations carried out by the Company must not result in the Company holding, at any moment whatsoever, directly or indirectly, more than 10% of its share capital.

This authorization is intended to allow the Company to pursue the following objectives, in compliance with applicable legislative and regulatory provisions:

1. to retain the Company's shares that will have been purchased and to use them in exchange or in payment within the context of potential external growth transactions, in accordance with stock market regulations;
2. to deliver shares upon the exercise of rights attached to securities giving access to the share capital of the Company;
3. to allocate shares to employees or corporate officers of the Company or its subsidiaries in accordance with the terms and conditions set forth by law, in particular with respect to the allocation of free shares, the participation in the profits resulting from the expansion of the business, stock option plans or through a company savings plan;
4. to ensure liquidity and to promote the secondary market for the Company's securities;
5. to cancel all or part of the repurchased securities, provided thethirty-third resolution below is adopted; and
6. to accomplish all other authorized goals or goals that could become authorized by law or recognized or that would be recognized as a market practice by the Autorité des Marchés Financiers, in which case the Company would inform its shareholders by way of a press release.

Purchase of Company's shares may be carried out at any time, except during period of public offering on the Company share capital.

The Shareholders' meeting decides that these purchase, sale, exchange or transfer transactions may be carried out in any manner, either on the regulated market, on a multilateral trading facility, through a systematic internalizer or through an over-the-counter transaction, such as an allocation or block trades, or by resorting to financial instruments, in particular financial derivatives negotiated on a regulated market, on a multilateral trading facility, through a systematic internalizer or through a private transaction or by resorting to warrants, in compliance with the conditions set forth by the legislative and regulatory provisions that are applicable on the date of the considered transactions and during the periods set by the Company's Executive Board or by the person to whom the Executive Board delegated

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its authority. The maximum portion of the share capital acquired or transferred in the form of blocks trades can be the total amount of the repurchase program.

Moreover, the Shareholders' meeting grants full powers to the Executive Board, along with the power to sub-delegate pursuant to the conditions set forth in Article L.225-209 of the French Commercial Code, to decide and implement this authorization, to specify, if necessary, its terms and, in particular, to place any on or off-market orders, to allocate or reallocate purchased shares to the various set objectives, in accordance with applicable laws and regulations, to enter into any agreements, particularly for the purpose of maintaining share purchase and sale registries, to complete any formalities or statements with any agencies, particularly the Autorité des Marchés Financiers and, generally speaking, to take any necessary action in order to complete the transactions carried out pursuant to this authorization.

The Shareholders' meeting also grants full powers to the Executive Board, if the law or the Autorité des Marchés Financiers were to extend or supplement to the authorized objectives for share repurchase programs, to inform the public of any changes to the repurchase program concerning the modified objectives, in accordance with applicable laws and regulations.

This authorization is granted for a period of eighteen (18) months from the date of this Shareholders' meeting. It voids, from this day, as the case may be, any unused part of any prior authorization having the same purpose, i.e., any authorization relating to the repurchase of its own shares by the Company. This authorization therefore voids the authorization granted by the Shareholders' meeting dated 22 May 2019 pursuant to its twenty-second resolution.

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

• Granting of stock options

Resolution n°19 aims at allowing the allocation of share subscription and/or share purchase option for the benefit of employees of the subsidiary of the Company, Innate Pharma Inc. to interest them inthe long-term success of the Company and its shareholders.

Paragraph II.1 of theExecutive board Report to the Annual General Meeting details the allocation andacquisition terms of the share subscription and/or purchase option thus allocated.

Prior to using these delegations, a proposal on such use must be submitted to the Supervisory Board.

Resolution n° 19 - 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.

The Shareholders' Meeting, acting under the conditions of quorum and majority required for Extraordinary Shareholders' Meetings, after having deliberated and reviewed the report of the Executive Board and the special report of the Statutory Auditors, pursuant to the provisions of Article L. 225-177 et seq. of the French Commercial Code:

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1. Authorizes the Executive Board to allocate, through one or more grants, and subject to the abstention periods provided for by law, options giving the right to subscribe for new shares of the Company to be issued as part of a capital increase or to purchase existing shares of the Company resulting from repurchases made in accordance with the conditions provided for by law, to the benefit of employees of the Company's subsidiary Innate Pharma Inc., and therefore approves the implementation by the
   Executive Board of one or more share subscription and/or share purchase option plans with the characteristics described below;
2. Decides that the options that may be allocated under this authorization may not give the right, through exercise, to subscribe or purchase a total number of shares exceeding 130,000 shares, corresponding to a capital increase of a maximum nominal amount of EUR6,500; it being specified that this cap: (i) does not take into account any adjustments that may be made in accordance with applicable legal and regulatory provisions and, where applicable, contractual provisions providing for other cases of adjustment to preserve the rights of holders of securities or other rights giving access to the share capital; and (ii) will be adjusted to take into account any operation of division of the nominal value of the shares and increase in the number of shares that may take place prior to the allocation of the options;
3. Decides that the period during which the options must be exercised may not exceed 10 years from the date of their allocation;
4. Decides that the exercise price of the options allocated pursuant to this delegation shall be set on the day the options are allocated by the Executive Board so that the exercise price of the options may not be less than (i) in the case of share subscription and/or share purchase options, 80% of the average share price on the twenty stock market trading days preceding the day on which the options are allocated; (ii) and, but only in the case of share purchase options, 80% of the average purchase price of the shares held by the Company under Articles L.225-208 and L. 225-209 of the French Commercial Code;
5. Decides that the exercise price may only be modified during the term of the options to implement the measures necessary to protect the interests of the beneficiaries of the options pursuant to Article L. 225

1. of the French Commercial Code;

1. Acknowledges that the decision of the Shareholders' Meeting entails the waiver by the shareholders, in favor of the beneficiaries of the options, of their preferential subscription rights relating to the shares that will be issued as and when the share subscription options are exercised;
2. Decides to grant full powers to the Executive Board, with the option tosub-delegate under the conditions set forth by law, in particular to:

• determine the number of beneficiaries and the number of options granted to each of them;
• establish the conditions for the allocation of options;
• set, within the aforementioned limits, the exercise price of the options and the period during which the options may be exercised and decide on the conditions under which they will be adjusted, in the cases provided for by law;
• set the exercise conditions and, if applicable, the performance conditions to which the exercise of options allocated to certain executives of the Company's subsidiary Innate Pharma Inc. will be subject;

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• impose, if applicable, a period during which the options may not be exercised and/or a period during which the shares acquired may not be sold;
• temporarily suspend the exercise of options in certain cases;
• take into account, in determining the characteristics of each plan, the legal constraints, in particular tax constraints, applicable depending on the jurisdiction in which the beneficiaries are located, in particular, with respect to the United States, Article 422 of the Federal Tax Code;
• at its sole initiative, charge the costs of the capital increase against the amount of the premiums relating to these issues and deduct from this amount the sums necessary to increase the legal reserve to one tenth of the new capital after each increase; and
• record the capital increase(s) resulting from the exercise of the options, carry out all acts and formalities in order to finalize the capital increase(s) carried out under this authorization, amend the Articles of Association accordingly and, more generally, take all necessary decisions within the scope of this authorization, grant all delegations of authority and do all that is necessary.

8. Acknowledges that, in the event that the Executive Board uses the delegation of authority granted to it in this resolution, the Executive Board shall inform the shareholders' meeting each year, in accordance with law, of the operations carried out under this resolution.

Prior to using this delegation of authority, the Executive Board must submit the principle of its use to the Supervisory Board.

This authorization may be used within thirty-eight (38) months from the date of this Shareholders' meeting.

• Payment of part of the annual variable compensation of the Executive committee members and employed senior executives and/or corporate officers in free shares

Resolution n°20 aims at having the possibility for the Executive committee members employed and some senior executives and/or corporate officers to opt for the payment of 50% of their annual variablecompensation (increased by a 30% premium) into free shares to preserve the Company's cash position.

Section 2.1.1.4 of the Say-on-PayReportdetails the attribution and acquisition processes of such freeshares.

Prior to using these delegations, a proposal on such use must be submitted to the Supervisory Board.

Resolution n° 20 - 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

The Shareholders' meeting, acting under the conditions of quorum and majority required for Extraordinary Shareholders' meetings, after having reviewed the report of the Executive Board and the special report of the Statutory Auditors, pursuant to the provisions of Article L.225-197-1 et seq. of the French Commercial Code, authorizes the Executive Board to proceed with, for the benefit of employed members of the Executive Committee, employed senior executives and/or corporate officers of the Company or its consolidated subsidiaries eligible under the above mentioned texts, a free allocation of

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200,000 common shares, existing or to be issued, with a nominal value of EUR0.05 each (the "Free Shares").

This authorization must be used within thirty-eight (38) months from the date of this Shareholders' meeting.

1. Capital increase

The allotment of the totality of the Free Shares, in the case of new shares, will result in a capital increase of EUR10,000 capital increase 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 right, for the benefit of holders of Free Shares, to the said reserves.

1. Vesting and retention periods

The Executive Board shall determine, for each allocation, (i) either a vesting period of one year after which the allocation of existing or new shares will become definitive, followed by a mandatory retention period of one year which runs from the definitive allocation of the Free Shares (ii) or a vesting period of two years. The definitive allocation of the Free Shares at the end of the vesting period must be subject to (i) the performance criteria that have been fixed by the Executive Board and to (ii) the condition of the beneficiary's presence in the Company or its consolidated subsidiaries as an employee and/or an executive officer and/or a member of a governance or administration body (board of director or supervisory board or, as the case may be, their equivalent under foreign law), which will be observed on the same date as the performance criteria.

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 the applicable foreign law), the Free Shares will be definitively allocated before the end of the remaining vesting period, said shares being then freely transferable.

1. Delegation of powers to the Executive Board

The Shareholders' meeting grants full powers to the Executive Board, 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 employed members of the Executive Committee, employed senior executives and/or corporate officers of the Company as referred to in the first paragraph, eligible for such allocation;
• to determine the performance conditions allowing the definitive allocation of the Free Shares, considering that the Free Shares being linked to the variable annual compensation of the beneficiaries, these performance conditions will be the same for the variable annual compensation

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and will be measured during the same period (and then, as the case may be, during a period different from the acquisition period);

• to determine the identity of the beneficiaries and the number of Free Shares granted to each of them;
• 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;
• as required, to take all 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 vesting period;
• to set the dividend entitlement date (date de jouissance), even retroactively, of the Free Shares to be issued; and
• take any action required by the implementation of this authorization, in accordance with the legislation currently in force.

Prior to using this delegation of authority, the Executive Board must submit the principle of its use to the Supervisory Board.

This authorization voids, from this day, the authorizations granted by the Shareholders' meeting held on 22 May 2019 pursuant to its twenty-fourth resolution.

• Payment of part of the annual variable compensation of the Executive committee members employed and employed senior executives and/or corporate officers in free shares

The purpose of resolutions 21 and 22 is to allow the allocation of free shares to members of the Executive Committee employed, to certain salaried senior executives and/or corporate officers and tocertain employees of the Company or its subsidiaries.

These free shares are subject to performance criteria that are a condition for their definitive acquisition and are intended to motivate and retain the management team and to associate them with the long-term success of the Company and its shareholders.

The performance criteria are described in paragraph 2.1.1.5 of the Say-on-PayReport.

Prior to using these delegations, a proposal on such use must be submitted to the Supervisory Board.

Resolution n° 21 - 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

The Shareholders' meeting, acting under the conditions of quorum and majority required for Extraordinary Shareholders' meetings, after having deliberated and reviewed the report of the Executive Board and the special report of the Statutory Auditors, pursuant to the provisions of Article L.225-197-

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1 et seq. of the French Commercial Code, authorizes the Executive Board to proceed with, for the benefit of executive officers, employed members of the Executive Committee, employed senior executives and/or corporate officers of the Company or its consolidated subsidiaries eligible under the above mentioned texts, a free allocation of 770,000 common shares, existing or to be issued, with a nominal value of EUR0.05 each (the "Performance Free Shares").

This authorization must be used within thirty-eight (38) months from the date of this Shareholders' meeting.

1. Capital increase

The allotment of the totality of the Performance Free Shares, in the case of new shares, will result in a capital increase of EUR38,500, capital increase 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 Performance 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 right, for the benefit of holders of the Performance Free Shares, to the said reserves.

1. Vesting period

The Executive Board shall determine, for each allocation, a vesting period of at least three years after which the allocation of existing or new shares will become definitive. The definitive allocation of the Performance Free Shares at the end of the vesting period must be subject to (i) the performance criteria that have been fixed by the Executive Board and to (ii) the condition of the beneficiary's presence in the Company or its consolidated subsidiaries as an employee and/or an executive officer and/or a member of a governance or administration body (board of director or supervisory board or, as the case may be, their equivalent under foreign law).

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 the applicable foreign law), the Performance Free Shares will be definitively allocated before the end of the remaining vesting period, said shares being then freely transferable.

1. Delegation of powers to the Executive Board

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

• to determine the eligibility of executive officer, employed member of the Executive Committee, employed senior executives and/or corporate officer of the Company as referred to in the first paragraph, eligible for such allocation;

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• to determine the performance criteria granting the definitive allocation of the Performance Free Shares;
• to determine the identity of the beneficiaries and the number of the Performance Free Shares granted to each of them;
• to establish the rules for the allocation plan of the Performance Free Shares including the performance criteria requested for the definitive allocation of the Performance Free Shares;
• to set, in accordance with the conditions and limits set forth by applicable legal provisions, the dates on which the Performance Free Shares will be allocated;
• as required, to take all measures in order to preserve the rights of the holders of the Performance Free Shares pursuant to any legal or regulatory provision;
• to acknowledge the completion of the capital increase resulting from such allocation after the vesting period;
• to set the dividend entitlement date (date de jouissance), even retroactively, of the Performance Free Shares to be issued; and
• take any action required by the implementation of this authorization, in accordance with the legislation currently in force.

Prior to using this delegation of authority, the Executive Board must submit the principle of its use to the Supervisory Board.

This authorization voids, from this day, the authorizations granted by the Shareholders' meeting held on 22 May 2019 pursuant to its twenty-fifth resolution.

Resolution n° 22 - 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

The Shareholders' meeting, acting under the conditions of quorum and majority required for Extraordinary Shareholders' meetings, after having deliberated and reviewed the report of the Executive Board and the special report of the Statutory Auditors, pursuant to the provisions of Article L.225-197- 1 et seq. of the French Commercial Code, authorizes the Executive Board to proceed with, for the benefit of employees of the Company or its consolidated subsidiaries eligible under the above mentioned texts, a free allocation of 910,000 common shares, existing or to be issued, with a nominal value of EUR0.05 each (the "Performance Free Shares").

This authorization shall be used within thirty-eight (38) months from the date of this Shareholders' meeting.

1. Capital increase

The allotment of the totality of the Performance Free Shares, in the case of new shares, will result in a capital increase of EUR45,500, capital increase 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.

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The capital increase that will result from the creation of the Performance 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 right, for the benefit of holders of the Performance Free Shares, to the said reserves.

1. Vesting period

The Executive Board shall determine, for each allocation, a vesting period of at least three years after which the allocation of existing or new shares will become definitive. The definitive allocation of the Performance Free Shares at the end of the vesting period must be subject to (i) the performance criteria that have been fixed by the Executive Board and to (ii) the condition of the beneficiary's presence in the Company or its consolidated subsidiaries as an employee and/or an executive officer and/or a member of a governance or administration body (board of director or supervisory board or, as the case may be, their equivalent under foreign law).

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 the applicable foreign law), the Performance Free Shares will be definitively allocated before the end of the remaining vesting period, said shares being then freely transferable.

1. Delegation of powers to the Executive Board

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

• to determine the eligibility of the employees of the Company or its subsidiaries as referred to in the first paragraph, eligible for such allocation;
• to determine the performance criteria granting the definitive allocation of the Performance Free Shares;
• to determine the identity of the beneficiaries and the number of Free Shares granted to each of them;
• to establish the rules for the allocation plan of the Performance Free Shares including the performance criteria requested for the definitive allocation of the Performance Free Share;
• to set, in accordance with the conditions and limits set forth by applicable legal provisions, the dates on which the Performance Free Shares will be allocated;
• as required, to take all measures in order to preserve the rights of the holders of the Performance Free Shares pursuant to any legal or regulatory provision;
• to acknowledge the completion of the capital increase resulting from such allocation after the vesting period;
• to set the dividend entitlement date (date de jouissance), even retroactively, of the Performance Free Shares to be issued; and
• take any action required by the implementation of this authorization, in accordance with the legislation currently in force.

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Prior to using this delegation of authority, the Executive Board must submit the principle of its use to the Supervisory Board.

This authorization voids, from this day, the authorizations granted by the Shareholders' meeting held on 22 May 2019 pursuant to its twenty-sixth resolution.

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• Financial delegation authorizing the Executive board to increase the share capital (resolutions n°23 to 31)

Resolutions n°23 to 31 aim at granting to the Executive board (upon Supervisory board's authorization), the possibility of increasing the Company's share capital to strengthen its equity and enable the development of its activities and, as the case may be, to realize external growthtransactions.

The maximum number of shares that may be issued will not exceed 30% of the current share capital.

Such capital increases may be carried:

• With shareholder's preferential subscription right
• Without this right in the context of public offerings
• Without this right in the context of an institutional private transaction or for certain categories of investors
• In the event of contributions in kind or exchange public offers under external growth transactions paid in shares
• The purposes of such resolutions are also to:
• Provide for, up to the limit of 10% of the share capital over 12 months, a 15% discount of the shares price
• Have the possibility of increasing the initial size of the transaction by 15% (within the cap of 30% above)

These financial delegations may not occur during public tending offers initiated by the Company oraiming at its securities.

If such resolutions are adopted, the delegations would be granted for a period of 26 months, until July 19, 2022 (except for the resolution n°27 on the capital increases without preferential subscriptionright reserved for certain categories of investors, which is granted for a period of 18 months).

Such resolutions as well as their use are detailed under section II. 2 of the Executive board report tothe General Meeting.

Resolution n° 23 - 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 Company, with shareholders' preferential subscription rights

The Shareholders' meeting, acting under the conditions of quorum and majority required for Extraordinary Shareholders' meetings, after having deliberated and reviewed the report of the Executive Board and the special report of the Statutory Auditors, and pursuant to the provisions of articles L.225-

129 to L.225-129-6 and L.228 91 et seq. of the French Commercial Code:

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1. Delegates its authority to the Executive Board to decide with shareholders' preferential subscription rights, on the issuance of shares or any other securities giving access to the share capital of the Company, including through the allocation of free share warrants, to be subscribed in cash or by offset of debt, it being specified that said shares grant the same rights as previously issued shares subject to their dividend entitlement date (date de jouissance). Such issuance may be carried out once in full or in several installments, in the proportions and at the times it shall determine, both in France and outside of France. It is hereby further specified that the Executive Board will also have the option tosub-delegate all necessary powers to decide and implement the share capital increase to the Chairman of the Executive
   Board or, with the Chairman's approval, to one or more of its members, under the conditions set forth by law;
2. Decides that any issuance of preferential shares and securities giving access to preferential shares is expressly excluded from such issuance;
3. Decides that the nominal amount of the share capital increases that could potentially be carried out immediately and/or in the future pursuant to this delegation cannot exceed an overall nominal amount of EUR1,183,691.55 (or, on the basis of the current nominal value of the Company's shares, equal to
   EUR0.05, a maximum amount of 23,673,831 shares), it being specified that this amount will be included in the overall nominal cap amount of EUR1,183,691.55 set forth in the thirty-first resolution of this
   Shareholders' meeting and that this overall nominal 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;
4. Also delegates its authority to the Executive Board for the purpose of deciding on the issuance of securities that are debt securities giving access to share capital of the Company to be issued;
5. Decides that the overall nominal amount of securities representing debt securities giving access to the share capital of the Company to be issued, that could potentially be issued pursuant to this delegation will amount to a maximum of EUR150 million or to the exchange value of this amount in the event of an issuance carried out in a foreign currency or in any currency unit set through reference to a number of currencies;
6. Decides that the shareholders will have the option of exercising their preferential subscription right with respect to the amount they are irrevocably entitled to, under the conditions set forth by law. In addition, the Executive Board will have the option of granting shareholders the right to subscribe, subject to a reduction, a number of securities that is higher than the amount they are irrevocably entitled to, in proportion to the subscription rights they hold and, in all cases, up to the limit of the amount they request. If the subscriptions made as an irrevocable right and, as the case may be, the subscriptions subject to a reduction, have not exhausted the total amount of an issuance of securities, the Executive Board can decide to:

• limit the amount of the capital increase to the amount subscribed, provided it reaches at least three quarters of the increase decided;
• decide to freely allot all or part of the unsubscribed shares or securities,

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• offer all or part of the unsubscribed shares or securities to the public.

1. Decides that, regarding the preferential subscription right attached to treasury shares, the Executive Board will be able to decide not to take into account such shares to determine the preferential subscription right attached to the other shares, to allocate the preferential subscription right attached to treasury shares between the shareholderspro-rata to their rights, or to sell them on the market;
2. Acknowledges that, for the benefit of holders of securities issued pursuant to this resolution and giving access to the share capital of the Company, this delegation of authority automatically implies the shareholders' renunciation to their preferential subscription right to shares that these securities grant rights over immediately or in the future;
3. Decides that the amount paid or that should be paid to the company for each of the shares issued pursuant to this delegation will be at least equal to the nominal value of the share on the issuance date of said shares;
4. Decides that prior to using this delegation of authority, the Executive Board must submit the principle of its use to the Supervisory Board; it being specified that in the case the size of the capital increase presented to the Supervisory Board by the Executive Board represent, alone or together with the capital increases realized pursuant to this resolution and thetwenty-fourth,twenty-fifth,twenty-seventh,twenty-eighth,twenty-ninth and thirtieth resolutions of this Shareholders' meeting, prior or simultaneous with the said capital increase, more than two-thirds of the overall nominal amount provided under the thirty-first resolution, the Supervisory Board shall decide by a majority of two-thirds of its members;
5. Decides that the Executive Board cannot, unless authorized in advance by the Shareholders' meeting, make use of this authorization during a public offering initiated by a third party targeting the securities of the Company until the end of the offering period;
6. Acknowledges that this delegation voids, from this day, as the case may be, any unused part of any prior delegation of authority having the same purpose, i.e., any delegation relating to a share capital increase with shareholders' preferential subscription rights, covering the shares and securities referred to in this resolution. This delegation therefore voids the delegation granted by the Shareholders' meeting held on 22 May 2019 pursuant to itstwenty-seventh resolution; and
7. Acknowledges that, in the event of the use by the Executive Board of the delegation of authority granted by this resolution, the Executive Board shall report to the following ordinary Shareholders' meeting, in accordance with applicable laws and regulations, on the use made of the delegation of authority granted by this resolution.

The delegation of authority thus granted to the Executive Board is valid for a term of twenty-six (26) months as from the date of this Shareholders' meeting.

Resolution n° 24 - 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 Company, without shareholders' preferential subscription rights, through a public offering

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The Shareholders' meeting, acting under the conditions of quorum and majority required for Extraordinary Shareholders' meetings, after having deliberated and reviewed the report of the Executive Board and the special report of the Statutory Auditors, and pursuant to the provisions of articles L.225-

129 to L.225-129-6, L.225 135, L.225-136 and L.228-91 et seq. of the French Commercial Code:

1. Delegates its authority to the Executive Board to decide, without shareholders' preferential subscription rights, on the issuance of shares or any other securities giving access to the share capital of the Company, to be subscribed in cash or by offset of debt, it being specified that said shares grant the same rights as previously issued shares subject to their dividend entitlement date (date de jouissance). Such issuance is to be carried out through a public offering, once in full or in several installments, at the time or times set by the Executive Board and in the proportions it shall determine, both in France and outside of France. It is hereby further specified that the Executive Board will also have the option tosub-delegate all necessary powers to decide and implement the share capital increase to the Chairman of the Executive Board or, with the Chairman's approval, to one or more of its members, under the conditions set forth by law;
2. Decides that any issuance of preferential shares and securities giving access to preferential shares is expressly excluded from such issuance;
3. Decides that the nominal amount of the share capital increases that could potentially be carried out immediately or in the future pursuant to this delegation cannot exceed an overall nominal amount of
   EUR1,183,691.55 (or, on the basis of the current nominal value of the Company's shares, equal to
   EUR0.05, a maximum amount of 23,673,831 shares), it being specified that this amount will be included in the overall nominal cap amount of EUR1,183,691.55 set forth in the thirty-first resolution of this
   Shareholders' meeting and that this overall nominal 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;
4. Also delegates its authority to the Executive Board for the purpose of deciding on the issuance of securities that are debt securities giving access to share capital of the Company to be issued;
5. Decides that the overall nominal amount of securities representing debt securities giving access to the share capital of the Company to be issued, that could potentially be issued pursuant to this delegation will amount to a maximum of EUR150 million or to the exchange value of this amount in the event of an issuance carried out in a foreign currency or in any currency unit set through reference to a number of currencies;
6. Decides to suppress the preferential subscription right of shareholders to the securities to be issued pursuant to this delegation. The Executive Board will have the option to grant shareholders a priority subscription period bearing on all or part of the issuance of these securities, for an amount they are irrevocably entitled to and, possibly, subject to reduction, for duration and under conditions it shall determine, in accordance with the provisions of paragraph 5 of ArticleL.225-135 of the French Commercial Code. This priority period shall not give rise to the creation of marketable entitlements and

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shall be exercised in proportion to the number of shares owned by each shareholder and may potentially be supplemented by a subscription subject to reduction;

1. Acknowledges that if the subscriptions have not absorbed all of the issuance of shares or securities giving access to the share capital, the Executive Board may limit the amount of the transaction to the amount of the subscriptions received;
2. Acknowledges that, for the benefit of holders of securities issued pursuant to this resolution and giving access to the share capital of the Company, this delegation of authority automatically implies the shareholders' renunciation to their preferential subscription right to shares that these securities grant rights over immediately or in the future;
3. Decides that the issuance price of the shares issued pursuant to this delegation will be at least equal to the minimum value set forth by law and applicable regulations at the time this delegation is used, which currently corresponds to the weighted average of the price of the share during the last three stock market trading days prior to the launch of the public offering (within the meaning of Regulation (EU) 2017/1129) of the shares issued pursuant to this delegation, minus as the case may be a maximum discount of 10% of this amount after any applicable corrections in order to account for the difference in dividend entitlement date (date de jouissance) if any;
4. Decides that the issue price of the securities giving access to the share capital will be such that the amount received immediately by the Company, increased, as applicable, by the amount to be received in the future for each share issued as a result of the issue of these securities, is at least equal to the minimum issuance price defined in the preceding paragraph;
5. Decides that prior to using this delegation of authority, the Executive Board must submit the principle of its use to the Supervisory Board; it being specified that in the case the size of the capital increase presented to the Supervisory Board by the Executive Board represent, alone or together with the capital increases realized pursuant to this resolution and thetwenty-third,twenty-fifth,twenty-seventh,twenty-eighth,twenty-ninth and thirtieth resolutions of this Shareholders' meeting, prior or simultaneous with the said capital increase, more than two-thirds of the overall nominal amount provided under the thirty-first resolution, the Supervisory Board shall decide by a majority of two-thirds of its members;
6. Decides that the Executive Board cannot, unless authorized in advance by the Shareholders' meeting, make use of this authorization during a public offering initiated by a third party targeting the securities of the Company until the end of the offering period;
7. Acknowledges that this delegation voids, from this day, as the case may be, any unused part of any prior delegation of authority having the same purpose, i.e., any delegation of authority relating to a share capital increase without shareholders' preferential subscription rights, covering the shares and securities referred to in this resolution. This delegation therefore voids the delegation granted by the Shareholders' meeting held on 22 May 2019 pursuant to itstwenty-eighth resolution; and
8. Acknowledges that, in the event of the use by the Executive Board of the delegation of authority granted by this resolution, the Executive Board shall report to the following ordinary Shareholders'

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meeting, in accordance with applicable laws and regulations, on the use made of the delegation of authority granted by this resolution.

The delegation of authority thus granted to the Executive Board is valid for a term of twenty-six (26) months as from the date of this Shareholders' meeting.

Resolution n° 25 - Delegation of authority to the Executive Board for the purpose of issuing, without shareholders' preferential subscription rights, ordinary shares of the Company and/or securities giving access to the share capital of the Company, through an offering referred to in paragraph 1° of Article L.411-2 of the French Monetary and Financial Code

The Shareholders' meeting, acting under the conditions of quorum and majority required for Extraordinary Shareholders' meetings, after having deliberated and reviewed the report of the Executive Board and the special report of the Statutory Auditors, and pursuant to the provisions of articles L.225-

129 to L.225-129-6, L.225 135, L.225-136,L.228-91 et seq. of the French Commercial Code and

L.411-2 of the French Monetary and Financial Code:

1. Delegates its authority to the Executive Board to decide, without shareholders' preferential subscription rights, on the issuance of shares or any other securities giving access to the share capital of the Company, to be subscribed in cash or by offset of debt, it being specified that said shares grant the same rights as previously issued shares subject to their dividend entitlement date (date de jouissance). Such issuance is to be carried out through an offering qualified as a "private placement" referred to in ArticleL.411-2 1° of the French Monetary and Financial Code. It is hereby further specified that the Executive Board will also have the option to sub-delegate all necessary powers to decide and implement on the share capital increase to the Chairman of the Executive Board or, with the Chairman's approval, to one or more of its members, under the conditions set forth by law;
2. Decides that any issuance of preferential shares and securities giving access to preferential shares is expressly excluded from such issuance;
3. Decides that the nominal amount of the share capital increases that could potentially be carried out immediately and/or in the future pursuant to this delegation cannot exceed an overall nominal amount of EUR1,183,691.55 (or, on the basis of the current nominal value of the Company's shares, equal to
   EUR0.05, a maximum amount of 23,673,831 shares), it being specified that this amount will be included in the overall nominal cap amount of EUR1,183,691.55 set forth in the thirty-first resolution of this
   Shareholders' meeting and that this overall nominal 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;
4. Decides that, issuance of capital securities carried out pursuant to this delegation will not, in any event, exceed the limits set out by the applicable regulations on the issue date, i.e. 20% per annum at the time of the issuance (it being specified that this 20% limit shall be assessed at any time and shall apply to the share capital as adjusted according to the transactions, with or without a public offering, affecting it subsequent to this Shareholders' meeting);

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1. Also delegates its authority to the Executive Board for the purpose of deciding on the issuance of securities that are debt securities giving access to share capital of the Company to be issued;
2. Decides that the overall nominal amount of securities representing debt securities giving access to the share capital of the Company to be issued, that could potentially be issued pursuant to this delegation will amount to a maximum of EUR150 million or to the exchange value of this amount in the event of an issuance carried out in a foreign currency or in any currency unit set through reference to a number of currencies;
3. Decides to suppress the preferential subscription right of shareholders to the securities to be issued pursuant to this delegation;
4. Acknowledges that if the subscriptions have not absorbed all of the issuance of shares or securities giving access to the share capital, the Executive Board may limit the amount of the transaction to the amount of the subscriptions received;
5. Acknowledges that, for the benefit of holders of securities issued pursuant to this resolution and giving access to the share capital of the Company, this delegation of authority automatically implies the shareholders' renunciation to their preferential subscription right to shares that these securities grant rights over immediately or in the future;
6. Decides that the issuance price of the shares issued pursuant to this delegation will be at least equal to the minimum value set forth by law and applicable regulations at the time this delegation is used, which currently corresponds to the weighted average of the price of the share during the last three stock market trading days prior to the launch of the public offering (within the meaning of Regulation (EU) 2017/1129) of the shares issued pursuant to this delegation, minus as the case may be a maximum discount of 10% of this amount after any applicable corrections in order to account for the difference in dividend entitlement date (date de jouissance) if any;
7. Decides that the issue price of the securities giving access to the share capital will be such that the amount received immediately by the Company, increased, as applicable, by the amount to be received in the future for each share issued as a result of the issue of these securities, is at least equal to the minimum issuance price defined in the preceding paragraph;
8. Decides that prior to using this delegation of authority, the Executive Board must submit the principle of its use to the Supervisory Board; it being specified that in the case the size of the capital increase presented to the Supervisory Board by the Executive Board represent, alone or together with the capital increases realized pursuant to this resolution and the of thetwenty-third,twenty-fourth, twenty- seventh, twenty-eighth,twenty-ninth and thirtieth resolutions of this General meeting, prior or simultaneous with the said capital increase, more than two-thirds of the overall nominal amount provided under the thirty-first resolution, the Supervisory Board shall decide by a majority of two-thirds of its members;
9. Decides that the Executive Board cannot, unless authorized in advance by the Shareholders' meeting, make use of this authorization during a public offering initiated by a third party targeting the securities of the Company until the end of the offering period;

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1. Acknowledges that this delegation voids, from this day, as the case may be, any unused part of any prior delegation of authority having the same purpose, i.e., any delegation relating to a share capital increase without shareholders' preferential subscription rights through an offering referred to in paragraph 1° of ArticleL.411-2 of the French Monetary and Financial Code, covering the shares and securities referred to in this resolution. This delegation therefore voids the delegation granted by the
   Shareholders' meeting held on 22 May 2019 pursuant to its twenty-ninth resolution; and
2. Acknowledges that, in the event of the use by the Executive Board of the delegation of authority granted by this resolution, the Executive Board shall report to the subsequent ordinary Shareholders' meeting, in accordance with the law and regulations, regarding the use made of the delegation of authority granted by this resolution.

The delegation of authority thus granted to the Executive Board is valid for a term of twenty-six (26) months as from the date of this Shareholders' meeting.

Resolution n° 26 - Determination of the issuance price, up to the limit of 10% of the share capital per annum, of the ordinary shares and/or of securities giving access to the share capital of the Company, in the event of the suppression of shareholders' preferential subscription rights

The Shareholders' meeting, acting under the conditions of quorum and majority required for Extraordinary Shareholders' meetings, after having deliberated and reviewed the report of the Executive Board and the special report of the Statutory Auditors, and pursuant to the provisions of paragraph 2 of Article L.225-136 1° of the French Commercial Code, and up to the limit of 10% of the share capital per annum at the time of the issuance (it being specified that this 10% limit shall be assessed at any time and shall apply to the share capital as adjusted according to the transactions, with or without a public offering, affecting it subsequent to this Shareholders' meeting):

1. Authorizes the Executive Board, with the option tosub-delegate, under the conditions set forth by law, to set the price of the ordinary shares issued directly or through the issuance of any other securities giving access to the share capital, after taking into account any market opportunities, at a price that is at least equal to the volume-weighted average (in the central order book excluding off-market block trades) of the prices of the Company's share on Euronext Paris during the last five stock market trading days preceding the date upon which the issuance price is set, it being specified that this average could be adjusted, if necessary, to account for the different dividend entitlement date (date de jouissance) and potentially be discounted by a maximum amount of 15 %;
2. Specifies that the five stock market trading days above are those that will immediately precede the determination of the issuance price of the ordinary shares, such determination to take place at the close of the period during which investors are placing firm or indicative subscription orders (such period being the bookbuilding period) and therefore to reflect the price of such orders;
3. Acknowledges that the Executive Board will have the option to implement this resolution both pursuant to thetwenty-fourth and twenty-fifth resolutions;
4. Acknowledges in the event the use by the Executive Board of the delegation of authority granted by this resolution, the Executive Board shall prepare a supplementary report, certified by the Statutory

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Auditors, describing the final terms of the transaction and providing the criteria for assessing the actual impact on the shareholder's situation.

The delegation of authority thus granted to the Executive Board is valid for a term of twenty-six (26) months as from the date of this Shareholders' meeting.

Resolution n° 27 - Delegation of authority to the Executive Board for the purpose of issuing of ordinary Company shares and /or of securities giving access to the share capital of the Company, without shareholders' preferential subscription rights and reserved for certain categories of investors

The Shareholders' meeting, acting under the conditions of quorum and majority required for Extraordinary Shareholders' meetings, after having deliberated and reviewed the report of the Executive Board and the special report of the Statutory Auditors, and pursuant to the provisions of articles L.225-

129 to L.225-129-6, L.225 135, L.225-138 and L.228-91 et seq. of the French Commercial Code:

1. Delegates its authority to the Executive Board to decide, without shareholders' preferential subscription rights, on the issuance of shares or any other securities giving access to the share capital of the Company, to be subscribed in cash or by offset of debt, it being specified that said shares grant the same rights as previously issued shares subject to their dividend entitlement date (date de jouissance). It is hereby further specified that the Executive Board will also have the option to sub- delegate all necessary powers to decide and implement the share capital increase to the Chairman of the
   Executive Board or, with the Chairman's approval, to one or more of its members, under the conditions set forth by law;
2. Decides that any issuance of preferential shares and securities giving access to preferential shares is expressly excluded from such issuance;
3. Decides that the overall nominal amount of the share capital increases that could potentially be carried out immediately or in the future pursuant to this delegation cannot exceed an overall nominal amount of EUR1,183,691.55 (or, on the basis of the current nominal value of the Company's shares, equal to
   EUR0.05, a maximum amount of 23,673,831 shares), it being specified that this amount will be included in the overall nominal cap amount of EUR1,183,691.55 set forth in the thirty-first resolution of this
   Shareholders' meeting and that this overall nominal 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;
4. Decides that the overall nominal amount of securities representing debt securities giving access to the share capital of the Company to be issued, that could potentially be issued pursuant to this delegation will amount to a maximum of EUR150 million or to the exchange value of this amount in the event of an issuance carried out in a foreign currency or in any currency unit set through reference to a number of currencies;
5. Decides to suppress the preferential subscription right of shareholders to the securities to be issued pursuant to this delegation and to reserve the right to subscribe:

(a) as part of an industrial or strategic agreement with the Company, to:

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• 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

1. in the context of an offer pursuant to articleL.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, 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,

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;

1. Delegates its authority to the Executive Board, withsub-delegation faculty, that the issuance price of the shares issued or any instrument giving access to the ordinary shares of the Company, after considering the market opportunities, will be at least equal to the volume-weighted average (in the central order book and off exchange blocks) of the Company's share price on the Euronext Paris regulated market for the last five stock market trading days preceding the date on which the issuance price is set, minus as the case may be a maximum discount of 15% of the amount after any applicable corrections price, in order to account for the difference in dividend entitlement date (date de jouissance) if any;
2. Specifies that the five stock market trading days above are those that will immediately precede the determination of the issuance price of the ordinary shares, such determination to take place at the close of the period during which investors are placing firm or indicative subscription orders (such period being the bookbuilding period) and therefore to reflect the price of such orders;
3. Grants to the Executive Board, with the power tosub-delegate, all powers to proceed to the execution of this delegation under the conditions set forth by law and particularly to fix the investors' list, in the categories of mentioned investors above for which the preferential subscription right of shareholders to the securities to be issued has been suppressed and determine the number to allocate to each beneficiary;
4. Decides that before using this delegation of competence, the Executive Board will have to submit the principle to the Supervisory Board, provided that, if the size of the capital increase presented to the Supervisory Board by the Executive Board, alone or together with the other capital increase pursued under thetwenty-third,twenty-fourth,twenty-fifth,twenty-eighth,twenty-ninth and thirtieth resolutions of this Assembly before or within the above-mentioned increase, more than two-thirds of

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the overall nominal amount provided under the thirty-first resolution, the Supervisory Board will be called to decide at the two-thirds majority of its members.

1. Decides that the Executive Board cannot, unless authorized in advance by the Shareholders' meeting, make use of this authorization during a public offering initiated by a third party targeting the securities of the Company until the end of the offering period;
2. Acknowledges that, for the benefit of holders of securities issued pursuant to this resolution and giving access to the share capital of the Company, this delegation of authority automatically implies the shareholders' renunciation to their preferential subscription right to shares that these securities grant rights over immediately or in the future;
3. Acknowledges that this delegation voids, from this day, as the case may be, any prior delegation of authority having the same purpose, i.e., any delegation of authority relating to a share capital increase without shareholders' preferential subscription rights and reserved for certain categories of investors, covering the shares and securities referred to in this resolution. This delegation therefore voids the delegation granted by the Shareholders' meeting held on 22 May 2019 pursuant to itsthirty-first resolution; and
4. Acknowledges that, in the event of the use by the Executive Board of the delegation of authority granted by this resolution, the Executive Board shall report to the following ordinary shareholders' meeting, in accordance with applicable laws and regulations, on the use made of the delegation of authority granted by this resolution.

The delegation of authority thus granted to the Executive Board is valid for a term of eighteen (18) months as from the date of this Shareholders' meeting.

Resolution n° 28 - Authorization granted to the Executive Board to increase of 15% the number of securities to be issued in the event of a share capital increase with or without shareholders' preferential subscription rights

The Shareholders' meeting, acting under the conditions of quorum and majority required for Extraordinary Shareholders' meetings, after having deliberated and reviewed the report of the Executive Board and the special report of the Statutory Auditors, and pursuant to the provisions of Article L.225-

135-1 of the French Commercial Code:

1. Authorizes the Executive Board, with the option tosub-delegate to its Chairman or, with the
   Chairman's approval, to one or more of its members, under the conditions set forth by law, to increase the number of securities to be issued for each of the issuances, with or without shareholders' preferential subscription rights, decided upon pursuant to twenty-third,twenty-fourth,twenty-fifth and twenty- seventh resolutions of this Shareholders' meeting within thirty days following the closing of the subscription period, up to a limit of 15% of the initial issuance, and at the same price as the price retained for the initial issuance; and
2. Decides that the maximum nominal amount of the capital increases that could potentially be carried out pursuant to this delegation of authority will be included in the overall nominal share capital increase caps set by thethirty-first resolution of this Shareholders' meeting.

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The authorization granted to the Executive Board pursuant to the resolution is valid for a term of twenty sixth (26) months as from the date of this Shareholders' meeting.

Resolution n° 29 - Delegation of powers to the Executive Board for the purpose of issuing ordinary shares and/or securities giving access to the share capital of the Company, as compensation for contributions in kind comprised of equity securities or securities giving access to the share capital

The Shareholders' meeting, acting under the conditions of quorum and majority required for Extraordinary Shareholders' meetings, after having deliberated and reviewed the report of the Executive Board and the special report of the Statutory Auditors, and pursuant to the provisions of articles L.225-

129 to L.225-129-6, L.225 147, 6th paragraph, and L.228-91 et seq. of the French Commercial Code:

1. Delegates its authority to the Executive Board for the purpose of deciding on the issuance of shares or any other securities giving access to the share capital of the Company, in order to offer compensation for contributions in kind granted to the Company and comprised of equity securities or securities giving access to the share capital, when the provisions of ArticleL.225-148 of the French Commercial Code do not apply and decides, as necessary, to suppress the preferential subscription right of shareholders to these shares and securities to be issued, for the benefit of the holders of these securities, it being specified that the overall nominal amount of the capital increases that could potentially be carried out pursuant to this delegation may not, at the time of the issuance exceed 10% of the share capital (this 10% limit shall apply at any time to a capital adjusted according to the transactions affecting it subsequent to this Shareholders' meeting), it being further specified that this amount will be included in the EUR1,183,691.55 overall nominal cap amount set forth in the thirty-first resolution of this
   Shareholders' meeting;
2. Decides that any issuance of preferential shares and securities giving access to preferential shares is expressly excluded from such issuance;
3. Also delegates its authority to the Executive Board for the purpose of deciding on the issuance of securities that are debt securities giving access to share capital of the Company to be issued;
4. Decides that the overall nominal amount of securities representing debt securities giving access to the share capital of the Company to be issued, that could potentially be issued pursuant to this delegation will amount to a maximum of EUR150 million or to the exchange value of this amount in the event of an issuance carried out in a foreign currency or in any currency unit set through reference to a number of currencies;
5. Acknowledges that, for the benefit of holders of securities issued pursuant to this resolution and giving access to the share capital of the Company, this delegation of authority automatically implies the shareholders' renunciation to their preferential subscription right to shares that these securities grant rights over immediately or in the future;
6. Decides that the Executive Board will have full powers, with the option tosub-delegate under the conditions set forth by law, to implement this resolution and, in particular, to set the list of securities contributed, approve or reduce the valuation of contributions and the granting of specific advantages, to set, as the case may be, the cash amount to be paid, and acknowledge the number of securities contributed to the exchange;

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1. Decides that prior to using this delegation of powers, the Executive Board must submit the principle of its use to the ; it being specified that in the case the size of the capital increase presented to the Supervisory Board by the Executive Board represent, alone or together with the capital increases realized pursuant to this resolution andtwenty-third,twenty-fourth,twenty-fifth,twenty-seventh,twenty-eighth and thirtieth resolutions of this General meeting, prior or simultaneous with the said capital increase, more two-thirds of the overall nominal amount provided under the thirty-first resolution, the Supervisory Board shall decide by a majority of two-thirds of its members;
2. Decides that the Executive Board cannot, unless authorized in advance by the Shareholders' meeting, make use of this authorization during a public offering initiated by a third party targeting the securities of the Company until the end of the offering period;
3. Acknowledges that this delegation voids, from this day, as the case may be, any unused part of any prior delegation of authority having the same purpose, i.e., any delegation relating to the issuance of shares or any other securities giving access to the share capital without preferential subscription rights maintained offering compensation for contributions in kind bearing on capital securities or securities giving access to the share capital. This delegation therefore voids the delegation granted by the
   Shareholders' meeting held on 22 May 2019 pursuant to its thirty-third resolution; and
4. Acknowledges that, in the event of the use by the Executive Board of the delegation of authority granted by this resolution, the Executive Board shall report to the following ordinary Shareholders' meeting, in accordance with the law and regulations, regarding the use made of the delegation of authority granted by this resolution.

The delegation of authority granted to the Executive Board pursuant to this resolution is valid for a term of twenty-six (26) months as from the date of this Shareholders' meeting.

Resolution n° 30 - 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, in the event of a public exchange offer initiated by the Company

The Shareholders' meeting, acting under the conditions of quorum and majority required for Extraordinary Shareholders' meetings, after having deliberated and reviewed the report of the Executive Board and the special report of the Statutory Auditors, and pursuant to the provisions of Articles L.225-

129 to L.225-129-6, L.225 148, and L.228-91 et seq. of the French Commercial Code:

1. Delegates its authority to the Executive Board for the purpose of deciding on the issuance of shares as well as any other securities giving access to the share capital of the Company, as compensation for securities tendered in the context of a public exchange offer initiated by the Company and carried out in France or outside of France in accordance with local regulations, relating to the securities of another company admitted to trading on one of the regulated markets described in ArticleL.225-148 of the French Commercial Code, and decides, as necessary, to suppress the preferential subscription right of shareholders to these shares and securities to be issued, for the benefit of holders of these securities;
2. The nominal amount of the share capital increases that could potentially be carried out pursuant to this delegation cannot exceed an overall nominal amount of EUR1,183,691.55 (or, on the basis of the current nominal value of the Company's shares, equal to EUR0.05, a maximum amount of 23,673,831

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shares), it being specified that this amount will be included in the EUR1,183,691.55 overall nominal cap amount set forth in the thirty-first resolution of this Shareholders' meeting and 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;

1. Decides that any issuance of preferential shares and securities giving access to preferential shares is expressly excluded from such issuance;
2. Also delegates its authority to the Executive Board for the purpose of deciding on the issuance of securities that are debt securities giving access to share capital of the Company to be issued;
3. Decides that the overall nominal amount of securities representing debt securities giving access to the share capital of the Company to be issued, that could potentially be issued pursuant to this delegation will amount to a maximum of EUR150 million or to the exchange value of this amount in the event of an issuance carried out in a foreign currency or in any currency unit set through reference to a number of currencies;
4. Acknowledges that, for the benefit of holders of securities issued pursuant to this resolution and giving access to the share capital of the Company, this delegation of authority automatically implies the shareholders' renunciation to their preferential subscription right to shares that these securities grant rights over immediately or in the future;
5. Decides that the Executive Board will have full powers, with the option tosub-delegate under the conditions set forth by law, to implement this resolution and, in particular, to set the exchange parity as well as, if applicable, the cash amount to be paid, and to acknowledge the number of securities contributed to the exchange;
6. Decides that prior to using this delegation of authority, the Executive Board must submit the principle of its use to the ; it being specified that in the case the size of the capital increase presented to the Supervisory Board by the Executive Board represent, alone or together with the capital increases realized pursuant to this resolution andtwenty-third,twenty-fourth,twenty-fifth,twenty-seventh,twenty-eighth and twenty-ninth resolutions of this General meeting, prior or simultaneous with the said capital increase, more than two-thirds of the overall nominal amount provided under the thirty-first resolution, the Supervisory Board shall decide by a majority of two-thirds of its members;
7. Decides that the Executive Board cannot, unless authorized in advance by the Shareholders' meeting, make use of this authorization during a public offering initiated by a third party targeting the securities of the Company until the end of the offering period;
8. Acknowledges that this delegation voids, from this day, as the case may be, any unused part of any prior delegation of authority having the same purpose, i.e., any delegation relating to the issuance of ordinary shares and/or any other securities giving access to the share capital in the event of a public exchange offer initiated by the Company. This delegation therefore voids the delegation granted by the
   Shareholders' meeting held on the 22 May 2019 pursuant to its thirty-fourth resolution; and

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11. Acknowledges that, in the event of the use by the Executive Board of the delegation of authority granted by this resolution, the Executive Board shall report to the following ordinary Shareholders' meeting, in accordance with the law and regulations, regarding the use made of the delegation of authority granted by this resolution.

The delegation of authority granted to the Executive Board pursuant to this resolution is valid for a term of twenty-six (26) months as from the date of this Shareholders' meeting.

Resolution n° 31 - Overall cap applicable to the resolutions n° 23 to 25 and 27 to 30 above

The Shareholders' meeting, acting under the conditions of quorum and majority required for Extraordinary Shareholders' meetings, after having deliberated, decides that the overall amount of the share capital increases that could potentially be carried out immediately and/or in the future pursuant to the twenty-third to twenty-fifth and twenty-seventh to thirtieth resolutions of this Shareholders' meeting, cannot exceed an overall nominal amount of EUR1,183,691.55 (or, on the basis of the current nominal value of the Company's shares, equal to EUR0.05, a maximum amount of 23,673,831 shares), it being specified that this overall 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.

• Capital increase for the benefit of members of a company savings plan

Pursuant to the provisions of article L.225-129-6 of the French Commercial code, resolution n°32 is to delegate to the Executive board the authority to decide a capital increase under a company savingplans.

Resolution n° 32 - 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

The Shareholders' meeting, acting under the conditions of quorum and majority required for Extraordinary Shareholders' meetings, after having deliberated and reviewed the report of the Executive Board and the special report of the Statutory Auditors, within the framework of the provisions of articles L.3332-18 et seq. of the French Labor Code and of Article L.225-138-1 of the French Commercial Code and in accordance with the provisions of Article L.225-129-6 of that same Code:

1. Delegates all powers to the Executive Board for the purpose of increasing the Company's share capital, either once in full or in several installments, in the proportions and at the times it shall determine, by a maximum nominal amount of EUR10,000 (or, on the basis of the current nominal value of the Company's shares, equal to EUR0.05, a maximum amount of 200,000 shares), through the issuance of shares or other securities giving access to the share capital, reserved to members of a company savings plan of the Company and of French or foreign companies that are related to the Company under the conditions set forth in Article L.225-180 of the French Commercial Code and Article L.3344-1 of the French Labor Code;

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1. Decides that the subscription price of the new shares will be equal to 80% 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 when the duration of thelock-up period stipulated by the savings plan pursuant to Article L.3332-25 et seq. of the French Labor Code is less than 10 years, and to 70% of this average when said lock-up period is greater than or equal to 10 years. Nevertheless, the Shareholders' meeting expressly authorizes the
   Executive Board, if it thinks it appropriate, to reduce or suppress the above-mentioned discounts, within legal and regulatory limits, in order to take into account, among others, the applicable legal, accounting, tax and social security considerations in the countries where the members of a company savings plan benefiting from the capital increase reside;
2. The Executive Board will also have the power to substitute all or part of the discount with an allocation of free shares or other securities giving access to the Company's share capital, either existing or to be issued, it being specified that the total benefit resulting from the allocation and, as applicable, the discount mentioned above, may not exceed the total benefit that members of the savings plan would have received if that shortfall had been 20% or 30% when thelock-up period stipulated by the plan pursuant to articles L.3332-25 et seq. of the French Labor Code is greater than or equal to 10 years;
3. Decides, pursuant to ArticleL.3332-21 of the French Labor Code, that the Executive Board may also provide for the allocation, free of charge, of new or existing shares or other new or existing securities giving access to the Company's share capital, as an employer matching contribution, provided that their equivalent monetary value, valued at the subscription price, will not have the effect of exceeding the limits provided for in articles L.3332-10 et seq. of the French Labor Code;
4. Decides to suppress, in favor of members of a company savings plan, the shareholders' preferential subscription rights to the new shares to be issued or to other securities giving access to the share capital, and to the securities to which such securities issued pursuant to this resolution gives access to;
5. Decides that the characteristics of the other securities giving access to the share capital will be decided by the Executive Board, under the conditions set forth by applicable regulations;
6. Decides that the Executive Board shall have all powers, with the power to delegate orsub-delegate pursuant to applicable legal and regulatory provisions, to implement this resolution and, in particular, with respect to determining the terms and conditions of the transactions and deciding on the dates and terms of the issuances to be carried out pursuant to this delegation, setting the opening and closing dates of the subscription periods, the dividend entitlement dates (dates de jouissance) of the issued securities, determining the terms and conditions for paying up the shares and other securities giving access to the Company's share capital, determining the timeframe for such paying up of shares and, as applicable, of the securities giving access to the Company's share capital, requesting the created securities' admission to trading on the stock market wherever appropriate, announcing the completion of the share capital increases in the amount of the shares that will actually be subscribed, completing, directly or through an agent, any transactions and formalities in connection with share capital increases and, at its sole discretion and if it sees fit, deducting the costs of the share capital increases from the amount of premiums associated with those increases and withholding from that amount the sums

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necessary to increase the legal reserve to one-tenth of the new share capital after each share capital increase;

1. Decides that prior to using this delegation of authority, the Executive Board must submit the principle of its use to the Supervisory Board; and
2. Acknowledges that this delegation voids, from this day, as the case may be, any unused part of any prior delegation of authority having the same purpose, i.e., any delegation relating to the issuance shares and/or securities giving access to the share capital of the Company for the benefit of the members of a company savings plan. This delegation therefore voids the delegation granted by the Shareholders' meeting held on 29 May 2018 pursuant to itsthirty-first resolution.

The delegation thus granted to the Executive Board is valid for a term of twenty-six (26) months as from the date of this Shareholders' meeting.

• Cancellation of shares under the share repurchase program

Resolution n°33 aims at, under resolution n°18 (share repurchase program), authorizing the Executive board to cancel all or part of the shares of the Company, which it may acquire under a share repurchase program, up to the 10% limit of shares comprising the share capital of the Company per24 months period.

Resolution n° 33 - 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

The Shareholders' meeting, acting under the conditions of quorum and majority required for Extraordinary Shareholders' meetings, having reviewed the report of the Executive Board and the special report of the Statutory Auditors, subject to the adoption of the authorization allowing the Company to repurchase its own shares as detailed in the eighteenth resolution above, authorizes the Executive Board, pursuant to the provisions of Articles L.225-209 et seq. of the French Commercial Code, to cancel, in the proportions and at the times it shall determine, once in full or in several installments, all or part of the Company's shares that the Company holds pursuant to the authorization granted to the Executive Board to repurchase the Company's shares, and to reduce the share capital by the overall nominal amount of the shares thus cancelled, within the limit of 10% of the share capital over a period of twenty- four (24) months; it being reminded that this 10% limit applies to the Company's share capital, which may, if applicable, be adjusted according to transactions affecting the share capital that may occur subsequent to this Shareholders' meeting.

The Shareholders' meeting grants full power to the Executive Board, with the power to sub-delegate under the conditions set forth by law, for the purpose of proceeding with said capital reduction, acknowledging its successful completion, adding the difference between the cancelled share repurchase price and their par value to all items relating to reserves or premiums, carrying out the corresponding amendments to the by-laws, as well as making any declarations to the Autorité des Marchés Financiers, complete any other formalities and, generally speaking, take any necessary action.

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This authorization is granted for a term of eighteen (18) months as from the date of this Shareholders' meeting. It voids, as from this day, as the case may be, any unused part of any prior delegation of authority granted to the Executive Board, having the same purpose, i.e., any delegation relating to the reducing of the share capital by cancellation of treasury shares. This delegation therefore voids the delegation granted by the Shareholders' meeting held on 22 May 2019 pursuant to its thirty-seventh resolution.

• Modification of theby-laws

The purpose of resolution no. 34 is to amend Article 15 IV. of the Company's by-laws in order to modify the quorum and majority required for the Executive Board to take decisions.

Resolution n° 34 - Amendment to Article 15 IV. of the Articles of Association in order to change the quorum and majority for the deliberations of the Executive Board

The Shareholders' meeting, acting under the conditions of quorum and majority required for Extraordinary Shareholders' meetings, having reviewed the report of the Executive Board and the draft of the new Articles of Association, decides:

• to amend the first sentence of the second paragraph of Article 15 IV. of the Articles of Association
  "Composition of the Executive Board" as follows:
  "In order for deliberations to be valid, three-quarters of the members of the Executive Board must be effectively present.";
• to add the following sentence after the fourth paragraph of Article 15 IV. of the Article of Association
  "Composition of the Executive Board":

"In the event of a tie in the votes cast for or against a decision (abstentions not being taken into account), the Chairman of the Executive Board has a casting vote.".

The remainder of Article 15 IV. "Composition of the Executive Board" remains unchanged.

• Power for formalities
  Resolution n° 35 - Powers for formalities
  The Shareholders' meeting grants full powers to the holder of an original, a copy, or an excerpt of the minutes of these resolutions for the purpose of completing any legal formalities.

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REQUEST FOR DOCUMENTS OR FURTHER INFORMATION

ELECTRONICALLY

For the INNATE PHARMA Combined Shareholders' Meeting of May 19, 2020

The documents concerning the Combined shareholders' meeting and listed in the article R.225-81

of the French Commercial Code are available on our website at the following url:

https://investors.innate-pharma.com/regulated-information/general-shareholders-meeting

I the undersigned:

SURNAME:

(Mr, Mrs, Miss or Company Name) First name:

Address:

Email address:

holder of
	registered shares,
and/or	bearer shares,

of INNATE PHARMA Company,

acknowledge having received the documents relating to the aforementioned Shareholders' Meeting and referred to in Article R. 225-81 of the French Commercial Code,

request electronic sending of documents and information concerning the Combined Shareholders' Meeting of May 22, 2019 as listed in the article R.225-83 of the French Commercial Code.

Signed in:

On:

/

/ 2020

Signature

*In accordance with Article R. 225-88 paragraph 3 of the French Commercial Code and article 3 of the Ordinance n°2020-321 dated March 25, 2020, shareholders holding registered shares may, by a single request, obtain from the Company the documents and information referred to in Articles R. 225-81 and R. 225-83 of the French Commercial Code for each subsequent General Meeting. If the shareholder wishes to take advantage of this option, this request must be mentioned.

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