Innate Pharma : Corporate Governance Report

Unofficial translation - for information purpose only

INNATE PHARMA S.A.

French Limited Liability Company with an Executive Board and a Supervisory Board (Société Anonyme à

Directoire et Conseil de surveillance)

with share capital of € 4 011 308,20 €

424 365 336 RCS Marseille

CORPORATE GOVERNANCE REPORT

2022

CORPORATE GOVERNANCE REPORT 2022

2022 CORPORATE GOVERNANCE REPORT | INNATE PHARMA | 2

Annex A - List of related-party agreements

Chapter 1. CORPORATE GOVERNANCE

Information relating to our corporate governance is described under our 20F document available on our Internet Website.

2022 CORPORATE GOVERNANCE REPORT | INNATE PHARMA | 3

2022 CORPORATE GOVERNANCE REPORT

Chapter 2. COMPENSATION OF THE CORPORATE OFFICERS

2.1. PRINCIPLES AND CRITERIA APPLICABLE TO THE DETERMINATION, DISTRIBUTION AND AWARDING OF COMPENSATION ("EX ANTE" VOTE)

In accordance with articles L. 22-10-26 and L. 225-68 of the French Commercial Code, the following paragraphs set out the general principles governing the compensation policy applicable to members of the Executive and Supervisory Boards for fiscal year 2023.

These principles and criteria will be submitted to the shareholders for approval at the next General Meeting, on May 12, 2023, deciding on the accounts for the fiscal period ending December 31, 2022 and can only be implemented after having received the favorable vote on the simple majority of the shareholders present or represented.

Please note that the compensation policy applicable to members of the Executive and Supervisory Boards for 2023 described below is the subject of one single vote, which does not anticipate the result of the individual voting on the compensation paid to each member of the Executive Board, to the Chairman of the Supervisory Board and to members of the Supervisory Board.

The draft resolutions to be submitted for approval to the General Meeting of May 12, 2023 are attached as Annex B.

2.1.1 Executive Board members compensation

2.1.1.1 Information on Mandates

	Contract type	Duration	Notice	Dismissal
Chairman of the Executive Board	Social mandate	3 years (January 30,	3 months	At any time, due cause
Mondher Mahjoubi		2025)
Executive Board member	Social mandate	3 years (January 30,	No notice	At any time, due cause
Yannis Morel		2025)

On 26 January 2022, the Supervisory Board renewed the Executive Board for a period of three years, until 30 January 2025.

Yannis Morel hold an employment contract signed with the Company prior to his appointment as member of the Executive Board. He performs his duties within the Company on the basis of his employment contract. His resignation or dismissal from his duties as Executive Board member would have no impact on his employment contract.

2.1.1.2 Compensation Policy

The Executive Board members' compensation is decided by the Supervisory Board on recommendation of the Compensation and nomination committee. Members of the Executive Board do not take part in these discussions.

In examining the remuneration policy for the members of the Executive Board (including the Chairman), the Remuneration and Nomination Committee takes into account the remuneration levels of the staff and, more broadly, of the sector of activity.

The remuneration of the members of the Executive Board consists of the following elements:

4 | 2022 CORPORATE GOVERNANCE REPORT| INNATE PHARMA

2022 CORPORATE GOVERNANCE REPORT

This set of policies aligns the long-term interests of the executives with those of the Company, shareholders and other stakeholders.

In this respect, the variable components of remuneration are subject to the achievement of short and medium- term operating performance and medium-term stock market performance targets. For the financial year 2023, the Supervisory Board, on the recommendation of the Remuneration and Nomination Committee, has followed the same general principles as those applicable in the financial year 2022.

The compensation of the Chairman of the Executive Board is paid on the basis of his social mandate and he holds no employment contract with the Company. The other Executive Board member is remunerated under his employment contract and is not remunerated under his social mandate.

For the financial year 2023, the remuneration policy for the members of the Executive Board therefore remains unchanged for the annual part (base salary and annual bonus) compared to 2022, but changes for the LTI part in order to strengthen the remuneration linked to the long-term performance of the company.

2022 CORPORATE GOVERNANCE REPORT | INNATE PHARMA | 5