Innate Pharma : Notice of Convening 2024

UNOFFICIAL TRANSLATION FOR INFORMATIONAL PURPOSES ONLY

INNATE PHARMA

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

Share capital of EUR 4 043 732,65

Headquarters: 117, avenue de Luminy, 13009 Marseille

424 365 336 R.C.S. Marseille

(the « Company »)

SHAREHOLDERS' GENERAL MEETING OF 23 MAY 2024

CONVENING NOTICE

INNATE PHARMA shareholders are informed that the Combined General Meeting will be held on 23 May 2024 at 10:30 a.m. at the Company's registered office.

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

AGENDA

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

Resolution n° 1 - Approval of the annual financial statements for the 2023 fiscal year

Resolution n° 2 - Approval of the consolidated financial statements for the 2023 fiscal year

Resolution n° 3 - Allocation of earnings for the 2023 fiscal year

Resolution n° 4 - Related-party transactions approval

Resolution n° 5 -Appointment of a new Statutory Auditor

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

Resolution n° 7 - Renewal of Sally Bennett as member of the Supervisory Board

Resolution n° 8 - Approval of the general principles of the compensation policy of the corporate officers for the 2024 fiscal year

Resolution n° 9 - Approval of the compensation policy of the Chairman of the Executive Board for the 2024 fiscal year

Resolution n° 10 - Approval of the compensation policy of the Executive Board members (except the Chairman of the Executive Board) for the 2024 fiscal year

Resolution n° 11 - Approval of the compensation policy of the Chairman of the Supervisory Board for the 2024 fiscal year

Resolution n° 12- Approval of the compensation policy of the Supervisory Board members (except the Chairman of the Supervisory Board) for the 2024 fiscal year

Resolution n° 13- Determination of the compensation referred to in article L.225-83 of the French Commercial Code to be allocated to the members of the Supervisory Board for the 2024 fiscal year

Resolution n° 14 - Approval of the various components of overall compensation and benefits granted for the fiscal year ended 31 December 2023 to the corporate officers

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Resolution n° 15 - Approval of the components of overall compensation and benefits granted for the fiscal year ended 31 December 2023 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 2023 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 2023 to the Chairman of the Supervisory Board

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

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

Resolution n° 19 - Delegation of authority to the Executive Board for the purpose of issuing ordinary Company shares and/or securities giving access to the share capital of the Company, without shareholders' preferential subscription rights, through a public offering

Resolution n° 20 - 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 a "private placement" offering referred to in 1° of article L.411-2 of the French Monetary and Financial Code

Resolution n° 21 - 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° 22 - Delegation of authority to the Executive Board for the purpose of issuing ordinary Company shares and /or securities giving access to the share capital of the Company, without shareholders' preferential subscription rights and reserved for certain categories of investors

Resolution n° 23 - 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

Resolution n° 24 - Authorization granted to the Executive Board to allocate stock options for the benefit of employees, executive officers, employed members of the Executive Committee, employed senior executives and/or corporate officers of the Company or its subsidiaries

Resolution n° 25 - Authorization granted to the Executive Board to allocate existing or new free shares on the basis of 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° 26 - Authorization granted to the Executive Board to allocate existing or new free shares on the basis of performance criteria for the benefit of employees of the Company or its subsidiaries

Resolution n° 27 - Authorization granted to the Executive Board to allocate existing or new free shares 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° 28 - 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° 29 - Delegation of authority to the Executive Board for the purpose of issuing autonomous share subscription warrants reserved for Supervisory Board members

Resolution n° 30 - 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

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Resolutions n°31 - Amendment to the Articles of Association

Resolution n° 32 - Powers for formalities

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Any shareholder, regardless of the number of shares held, has the right to participate in the general meeting, to be represented by a proxy, to send a proxy without indicating the proxy, in which case his or her voting rights will be exercised to approve the draft resolutions presented or approved by the Executive Board and to reject the other draft resolutions, or to vote before the general meeting by correspondence. Any shareholder may be represented by his or her spouse or partner with whom he or she has entered into a civil union agreement, by another shareholder of the Company or by any other person (natural or legal) of his or her choice.

To attend, vote by post or be represented at the General Meeting:

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

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

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

If you wish to attend the General Meeting:

To facilitate access to the General Meeting, shareholders are recommended to obtain an admission card in advance, which can be obtained as follows

• registered shareholders must request an admission card from SOCIETE GENERALE, using the T envelope attached to the notice of meeting;
• bearer shareholders must request an admission card from their financial intermediary. The intermediary will then send this request, together with a certificate of participation, to SOCIETE GENERALE, which will send the shareholder an admission card.

Shareholders who have not received their admission card two days before the meeting should request their financial intermediary to issue them with a certificate of participation, which will enable them to prove their status as shareholders in order to be admitted to the General Meeting.On the day of the general meeting, all shareholders must prove their status during the registration formalities.

To vote by mail or to issue a proxy:

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

Bearer shareholders must request a single voting or proxy form from their account holder, which will forward it together with a certificate of participation to Société Générale. In order to be honoured, any request for a single voting or proxy form must be received no later than six calendar days before the date of the meeting, i.e. May 17, 2024 in accordance with the provisions of Article R.225-75 of the French Commercial Code.

The form for voting by post or by proxy will also be available at the company.

In order to be counted, the completed and signed postal voting form must be received by SOCIETE GENERALE no later than three days before the Meeting, i.e. no later than May 20, 2024.

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In the event of the return of a proxy form and postal vote by an intermediary, the Company reserves the right to ask the intermediary for the identity of the voters.

Any shareholder who has already cast a postal vote, sent a proxy or requested an admission card or a certificate of participation in accordance with Article R. 22-10-28 of the French Commercial Code will no longer be able to choose another method of participation in the Combined General Meeting.

Pursuant to Article R. 22-10-28 of the Commercial Code, any shareholder may sell all or part of his or her shares after casting a postal vote, sending a proxy or requesting an admission card or a certificate of participation 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 Société Générale of the transfer and provide it with the necessary information;
• if the transfer occurs after midnight, Paris time, on the second business day preceding the meeting, it need not be notified by the authorized intermediary or taken into consideration by the Company, notwithstanding any agreement to the contrary.

The methods of participation and voting by videoconference or by electronic means of telecommunication have not been retained for this Combined General Meeting. No site referred to in Article R. 225-61 of the Commercial Code will be set up for this purpose.

Electronic proxy

In accordance with the provisions of Article R. 22-10-24 of the French Commercial Code, notification of the appointment and revocation of a proxy may also be made by electronic means, as follows :

for registered shareholders: by sending an e-mail bearing an electronic signature, which they have obtained from an authorised third party certifier under the legal and regulatory conditions in force, to the following e-mail address: [e-mail] specifying their surname, first name, address and Société Générale identifier for pure registered shareholders (information available at the top left of their account statement) or their identifier with their financial intermediary for administered registered shareholders, as well as the surname, first name and address of the appointed or revoked proxy;

for bearer shareholders: by sending an e-mail bearing an electronic signature, which they have obtained from an authorised third party certifier under the legal and regulatory conditions in force, to the following e-mail address [e-mail] specifying their full name, address and bank details as well as the name and address of the appointed or revoked proxy, together with a scanned copy of a certificate of participation issued by the authorised intermediary holding their account, and then requesting their financial intermediary who manages their securities account to send written confirmation to Société Générale, Service des Assemblées, CS 30812, 44308 Nantes cedex 3.

In order for electronic notifications of appointment or revocation of mandates to be taken into account, they must be received, duly signed and completed, no later than three days before the Meeting, i.e. May 20, 2024. Furthermore, only notifications of appointment or revocation of mandates may be sent to the e-mail address [e-mail]. Any other request or notification relating to another subject will not be taken into account and/or processed.

Written questions

As from the date of this publication, any shareholder will be entitled to send written questions to the Chairman of the Executive Board of the Company. These questions must be sent to the attention of the Chairman of the Executive Board at the Company's registered office, by registered letter with acknowledgement of receipt, or by electronic means to the following address: [e-mail], at the latest on the fourth business day preceding the date of the general meeting. They must be accompanied by a certificate of account registration.

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Shareholders' communication rights

Shareholders may obtain, within the time limits and under the conditions of Article R.225-88 of the Commercial Code, the documents provided for in Articles R. 225-81 and R. 225-83 of the French Commercial Code by electronic means at the following address: [e-mail] or at SOCIETE GENERALE. If applicable, the shareholder must mention his or her e-mail address in the request.

The documents referred to in Article R. 225-73 7° of the French Commercial Code will be made available to the shareholders at the Company's registered office from the date of the notice of meeting and at least for fifteen days prior to the date of the general meeting.

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

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