Innate Pharma SA (Form: S-8, Received: 07/12/2021 13:43:06)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Innate Pharma S.A.
(Exact name of registrant as specified in its charter)


France (State or other jurisdiction of incorporation or organization)			Not applicable (I.R.S. Employer Identification No.)
117, Avenue de Luminy 13009 Marseille France (Address of principal executive offices) (Zip code) Rules of the 2020 Stock Option Plan AGA Bonus 2020 (Full title of the plans) Innate Pharma, Inc. 2273 Research Boulevard, Suite 350 Rockville, MD 20850, USA Tel: +33 4 30 30 30 30 (Name and address of agent for service) (Telephone number, including area code, of agent for service) Copies to:
Bertrand Sénéchal Linklaters LLP 25 Rue de Marignan 75008 Paris, France +33 1 56 43 56 43			Jeffrey Cohen Linklaters LLP 1345 Avenue of the Americas New York, NY 10106 +1 212 903 9000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933 (the “Securities Act”). ☐

CALCULATION OF REGISTRATION FEE


Title of Securities to be Registered(1)	Amount to be Registered(2)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Ordinary Shares, €0.05 nominal value per share	30,000	$6.71(3)(4)	$201,300	$21.96
Ordinary Shares, €0.05 nominal value per share	48,362(5)	$3.44(6)	$166,365.28	$18.15
Options and Warrants and Rights to Purchase or Acquire Ordinary Shares	30,000	N/A	N/A	N/A
Aggregate Registration Fee				$40.11

(1)These ordinary shares of Innate Pharma S.A. (the “Registrant”), €0.05 nominal value per share (“Ordinary Shares”), may be represented by the Registrant’s American Depositary Shares (“ADSs”), each of which represents one Ordinary Share. The Registrant’s ADSs issuable upon deposit of the Ordinary Shares registered hereby were registered pursuant to a separate registration statement on Form F-6 (File No. 333-234063), as amended.

(2)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional Ordinary Shares of the Registrant that become issuable under the Registrant’s Rules of the 2020 Stock Option Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding Ordinary Shares.

(3)Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) under the Securities Act on the basis of the weighted average exercise price of $6.71 per ordinary share (rounded up to the nearest cent), expressed in U.S. dollars based on the European Central Bank exchange rate on July 6, 2021 (€1.00=$1.1838).

(4)For those options or warrants outstanding under the Registrant’s Rules of the 2020 Stock Options Plan with an exercise price denominated in euros, such exercise price is expressed in U.S. dollars based on the European Central Bank exchange rate on July 6, 2021 (€1.00=$1.1838).

(5)Represents ordinary shares issuable upon settlement of Attributions Gratuites d’Actions (“free shares” or “AGAs”) granted by the Registrant.

(6)Estimated in accordance with Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee, and is based upon the price of $3.44 per ADS, which was the average of the high and low prices of the Registrant’s ADSs as reported on the Nasdaq Global Select Market for July 6, 2021 (rounded up to the nearest cent).


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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participant in the plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference.

The following documents, which have been filed with the U.S. Securities and Exchange Commission (the “Commission”) by Innate Pharma S.A. (the “Registrant”), are hereby incorporated by reference into this Registration Statement:

(a)the Registrant’s Annual Report on Form 20-F (File No. 001-39084) for the fiscal year ended December 31, 2020, filed with the Commission on April 27, 2021;

(b)the Registrant’s Report on Form 6-K furnished to the Commission on January 5, 2021, including exhibit 99.1 thereto; the Registrant’s Report on Form 6-K furnished to the Commission on February 9, 2021, including exhibit 99.1 thereto; the Registrant’s Report on Form 6-K filed with the Commission on March 18, 2021, including exhibit 99.1 thereto; the Registrant’s Report on Form 6-K furnished to the Commission on May 11, 2021, including exhibit 99.1 thereto; the Registrant’s Report on Form 6-K furnished to the Commission on May 28, 2021, including exhibit 99.1 thereto; the Registrant’s Report on Form 6-K furnished to the Commission on June 22, 2021, including exhibit 99.1 thereto; the Registrant's Report on Form 6-K furnished to the Commission on July 6, 2021, including exhibit 99.1 thereto; and

(c)the descriptions of the Registrant’s American Depositary Shares and Ordinary Shares contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on October 16, 2019 (File No. 001-39084) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

All other reports and documents subsequently filed (but not furnished) by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such reports and documents.

Any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed amendment to this Registration Statement or in any document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.


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Under no circumstances shall any information subsequently furnished on Form 6-K be deemed incorporated herein by reference unless such Form 6-K expressly provides to the contrary.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Under French law, provisions of bylaws that limit the liability of the members of Executive and Supervisory Boards are prohibited. However, French law allows sociétés anonymes to contract for and maintain liability insurance against civil liabilities incurred by any member of Executive and Supervisory Board members involved in a third-party action, provided that they acted in good faith and within their capacities as members of such board of the company. Criminal liability cannot be indemnified under French law, whether directly by the company or through liability insurance.

The Registrant has obtained directors and officers liability insurance for its Executive and Supervisory Board members, which includes coverage against liability under the Securities Act. The Registrant has entered into agreements with its Executive and Supervisory Board members to provide contractual indemnification. With certain exceptions and subject to limitations on indemnification under French law, these agreements provide for indemnification for damages and expenses including, among other things, attorneys’ fees, judgments and settlement amounts incurred by any of these individuals in any action or proceeding arising out of his or her actions in that capacity. The Registrant believes that this insurance and these agreements are necessary to attract qualified Executive and Supervisory Board members.

These agreements may discourage shareholders from bringing a lawsuit against the Registrant’s Executive and Supervisory Board members for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against the Executive and Supervisory Board members, even though such an action, if successful, might otherwise benefit the Registrant and its shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent the Registrant pays the costs of settlement and damage awards against the Registrant’s Executive and Supervisory Board members pursuant to these insurance agreements.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to the Executive and Supervisory Board members and controlling persons of the Registrant, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Item 7. Exemption From Registration Claimed.

Not applicable.


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Item 8. Exhibits.

Incorporated by Reference

Exhibit Number

Description

Schedule Form

File Number

Exhibit

Filing Date

4.1+

Bylaws (statuts) of the Registrant (English translation)

4.2

Form of Deposit Agreement

F-1

333-233865

4.1

September 20, 2019

4.3

Form of American Depositary Receipt (included in Exhibit 4.1).

F-1

333-233865

4.2

September 20, 2019

5.1+

Opinion of Linklaters LLP

23.1+

Consent of Deloitte & Associés, independent registered public accounting firm.

23.2+

Consent of Linklaters LLP, Paris (included in Exhibit 5.1).

24.1+

Power of Attorney (included on signature page).

99.1+

The Rules of the 2020 Stock Option Plan

99.2+

AGA 2020 Plan

+ Filed herewith.


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Item 9. Undertakings.

(a)The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such


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indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Marseille, France, on July 12, 2021.

Innate Pharma S.A.

By:    /s/ Mondher Mahjoubi
Name:    Mondher Mahjoubi
Title:    Chief Executive Officer


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POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mondher Mahjoubi and Frederic Lombard, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date
/s/ Mondher Mahjoubi	Chief Executive Officer and Chairman of the Executive Board, Member of the Executive Committee (Principal Executive Officer)	July 12, 2021
Mondher Mahjoubi, M.D.
/s/ Frederic Lombard	Chief Financial Officer, Senior VP, Member of the Executive Committee (Principal Financial Officer and Principal Accounting Officer)	July 12, 2021
Frederic Lombard
/s/ Hervé Brailly	Chairman of the Supervisory Board	July 12, 2021
Hervé Brailly, Ph.D.
/s/ Irina Staatz-Granzer	Member and Vice Chairman of the Supervisory Board	July 12, 2021
Irina Staatz-Granzer, Ph.D.
/s/ Jean-Yves Blay	Member of the Supervisory Board	July 12, 2021
Jean-Yves Blay, Ph.D.
/s/ Gilles Brisson	Member of the Supervisory Board	July 12, 2021
Gilles Brisson
/s/ Véronique Chabernaud	Member of the Supervisory Board	July 12, 2021
Véronique Chabernaud, M.D.
/s/ Olivier Martinez	Member of the Supervisory Board	July 12, 2021
Olivier Martinez
/s/ Patrick Langlois	Member of the Supervisory Board	July 12, 2021
Patrick Langlois, Ph.D.
/s/ Pascale Boissel	Member of the Supervisory Board	July 12, 2021
Pascale Boissel


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SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Innate Pharma S.A., has signed this registration statement on July 12, 2021.

INNATE PHARMA, INC.

By:    /s/ Mondher Mahjoubi
Name:    Mondher Mahjoubi, M.D.
Title:    President


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TRANSLATION FOR INFORMATION PURPOSES

INNATE PHARMA SA

A corporation with executive board and supervisory board with a share capital of EUR 3,950,047.60

Registered Office: 117, avenue de Luminy, 13009 Marseille

424 365 336 Registry of Trade and Companies of Marseille

ARTICLES OF ASSOCIATION (BY-LAWS)

Amended by the Annual General Meeting of May 28, 2021

TRANSLATION FOR INFORMATION PURPOSES

TITLE I

FORM – NAME – REGISTERED OFFICE – OBJECT - DURATION

ARTICLE 1 - Form

The Company was incorporated in the form of a Simplified Share Company governed by applicable statutory provisions and by these articles of association.

The Company was transformed into a Corporation with a Executive Board and a Supervisory Board by a decision of the Mixed Meeting of Shareholders of 13 June 2005. It is governed by the statutory and regulatory provisions in force and by these articles of association.

ARTICLE 2 – Corporate Name

The name of the Company is INNATE PHARMA.

On any instruments or documents issued by the Company, the name of the Company must be immediately preceded or followed by the words “Corporation with Executive Board and Supervisory Board” and a statement of the share capital.

ARTICLE 3 - Registered Office

The registered office is at 117, avenue de Luminy, 13009 Marseille.

It may be transferred within the same administrative department or to a neighbouring administrative department by a decision of the Supervisory Board subject to ratification by the Ordinary Meeting of Shareholders.

ARTICLE 4 - Purpose

The purpose of the Company is, directly or indirectly, in France and abroad, to:

•carry out, on its own behalf or on behalf of third parties, any research, development, studies and development of manufacturing or marketing procedures for pharmaceutical products;

•register or grant any patent or licence directly or indirectly connected with its activity; and

•more generally, carry out any transactions of any kind whatsoever including economic, legal, financial, civil or commercial transactions which may be directly or indirectly related to the corporate purposes or to any similar, related or complementary objects.

ARTICLE 5 - Duration

Unless it is extended or wound up early, the Company shall have a duration of 99 years which starts from the day of its registration at the Registry of Trade and Companies.

Decisions to extend the duration of the Company or to wind it up early shall be taken collectively by the shareholders.


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TRANSLATION FOR INFORMATION PURPOSES

TITLE II

CONTRIBUTION - SHARE CAPITAL – FORM OF SHARES - RIGHTS AND OBLIGATIONS ATTACHED TO SHARES

ARTICLE 6 – Share Capital

The share capital is € 3,950,047.60 (three million nine hundred fifty thousand forty-seven euros and sixty cents). It is divided into 78,986,490 (seventy-eight million nine hundred eighty-six thousand four hundred ninety) ordinary shares of zero point zero five (0.05) euro each, 6,881 (six thousand eight hundred eighty-one) preference shares of zero point zero five (0.05) euro each (herein referred to as “2016 Preference Shares”) and 7,581 (seven thousand five hundred eighty-one) preference shares of zero point zero five (0.05) euro each (herein referred to as “2017 Preference Shares”), fully subscribed and fully paid up in cash.

ARTICLE 7 – Modifications of the Share Capital

I. The share capital may be increased by either the issue of new shares or an increase of the nominal value of existing shares.

New shares are paid up either in cash, by a contribution in kind, by set-off against due and payable receivables, by incorporation of profit, reserves or issue premiums into the share capital, as a result of a merger or demerger, or further to the exercise of a right attached to securities entitling their holder to capital, including, as the case may be, the payment of the corresponding amounts.

New shares are issued at either their nominal amount or at such amount increased by an issue premium.

A share capital increase can only be decided by an Extraordinary Meeting of Shareholders, following a report by the Executive Board containing the information required by law.

An Extraordinary Meeting of Shareholders may, however, delegate such competence to the Executive Board pursuant to the conditions provided by law. Within the limit of the powers so granted by an Extraordinary Meeting of Shareholders, the Executive Board shall have the powers required to increase the share capital in one or several steps, to determine the terms and conditions thereof, to officially acknowledge the completion thereof and to make the corresponding amendments to the articles of association.

If a share capital increase is decided by a Meeting of Shareholders, it may delegate all the powers required for the completion of the operation to the Executive Board.

If the Executive Board is acting by virtue of a delegation of power or competence, it shall prepare a supplementary report to the Ordinary Meeting of Shareholders held following the meeting of the Executive Board at which such action is taken.

If the share capital is increased by the incorporation of profits, reserves or issue premiums, the Extraordinary Meeting of Shareholders shall deliberate pursuant to the conditions of quorum and majority required for Ordinary Meeting of Shareholders. In such case, the Meeting of Shareholders may decide that rights constituting fractional shares shall be neither negotiable nor transferable and that the corresponding securities should be sold. The proceeds of sale shall be allocated to the holders in proportion to their rights.

An increase in share capital by increasing the nominal amount of shares may only be decided by a unanimous decision of the shareholders, unless it is the result of an incorporation of profits, reserves or issue premiums into the share capital.


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TRANSLATION FOR INFORMATION PURPOSES

Shareholders have a preferential right of subscription, in proportion to their shareholdings, to shares issued by way of cash contribution in order to increase the share capital. Shares acquired pursuant to the exercise of this right shall be of the same category as that of the share from which the aforesaid right arises. This also applies to shares resulting from the acquisition of securities other than shares.

Shareholders may dispose of all or part of their subscription rights during the subscription period. Such rights are negotiable if they are detached from shares which are themselves negotiable. If this is not the case, then such subscription rights may be disposed of on the same terms as the shares themselves.

Shareholders may waive their preferential right on an individual basis.

The Extraordinary Meeting of Shareholders which decides to increase the share capital may cancel the preferential right to subscription pursuant to the conditions and within the limits set by law, and shall make such decision following the issuance of reports of the Executive Board and the Statutory Auditors, in accordance with the conditions determined by the law and regulations in force.

Shares which have not been subscribed for on an irreducible basis may be allocated to shareholders who may have subscribed on a reducible basis for a greater number of shares than that to which they could have subscribed on a preferential basis, in proportion to their subscription rights, and in any event, within the limit of their request, if the Extraordinary Meeting of Shareholders, or, in the case of delegation, the Executive Board, expressly so decides.

If the subscriptions have not, in any respect whatsoever, covered the entire share capital increase, the Executive Board may exercise any one or more of the options provided below, in the order it sees fit:

(i) limit the share capital increase to the amount of the subscriptions on the dual condition that such subscriptions cover at least three quarters of the amount of the originally determined increase, and that such option has not been expressly prohibited by the Extraordinary Meeting of Shareholders at the time of issue;

(ii) allocate the remaining shares unless the Extraordinary Meeting of Shareholders has decided otherwise; and

(iii) opening the subscription to the public if this has been expressly authorised by the Extraordinary Meeting of Shareholders.

If the subscriptions have not covered the entire share capital increase, or three quarters of this increase in the case of (i) above, after such options have been exercised, the share capital increase shall not be carried out.

However, the Executive Board may in any case automatically limit the share capital increase to the amount covered by subscriptions, if unsubscribed shares represent less than 3% of the share capital increase.

In the case of a share capital increase with or without a preferential right of subscription, the Extraordinary Meeting of Shareholders may provide that the number of shares may be increased within thirty days of the closure of subscriptions by up to 15% of, and at the same price as for, the original issue.

If the share capital increase produces fractional shares, shareholders with insufficient subscription or allocation rights shall be required personally to acquire or dispose of the subscription rights necessary to obtain delivery of a whole number of new shares.

II. An Extraordinary Meeting of Shareholders (or, in the case of delegation, the Executive Board) may also (subject to the rights of creditors if relevant) authorise or decide upon a reduction of share capital for any reason and by any procedure whatsoever. A reduction in share capital may not, in any event, derogate from the principle of equality between shareholders.


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TRANSLATION FOR INFORMATION PURPOSES

The reduction of share capital to an amount below the legal minimum can only be decided subject to the condition precedent of a share capital increase to at least the statutory minimum, unless the Company is transformed into a company having a different corporate form. In the event that the foregoing principle is not complied with, any interested party may ask the courts to dissolve the Company, provided however that the dissolution of the Company cannot be ordered if, as of the date on which the court rules on the merits, the situation has been rectified.

Subject to the legal and regulatory provisions in force, the Company may not either subscribe to or purchase its own shares. However, if an Extraordinary Meeting of Shareholders has decided on a reduction of share capital for reasons other than due to losses, it can authorise the Executive Board to purchase a fixed number of shares in order to cancel them.

ARTICLE 8 – Paying Up Shares

At least one quarter of the nominal value of shares subscribed for cash must be paid up on subscription together with the full amount of the issue premium, if relevant.

The remainder must be paid up in one or more instalments, upon calls made by the Executive Board, within five years of the day on which the share capital increase was completed.

Subscribers will be informed of calls for funds by registered letter with confirmation of receipt sent at least fifteen days prior to the date set for each payment.

If a shareholder does not pay the amounts due with respect to the shares for which he has subscribed, on the dates determined by the Executive Board, interest will automatically accrue on such amounts in favour of the Company at the statutory rate defined in Article L. 313-2 of the Monetary and Financial Code, as of the expiry of the month following the date on which they fall due and without the need for a court petition or formal notice. Moreover, when due payments in respect of shares have not been made within thirty days of formal notice sent to the defaulting shareholder, such shares will no longer entitle the holder to admission to shareholders’ meeting and the right to vote in shareholders’ meetings, and shall be deducted for the calculation of the quorum. The right to dividends and the preferential right of subscription to share capital increases attached to these shares shall be suspended. These rights shall be regained on payment of the principal and interest due in respect of the amounts due. A shareholder can then request the payment of dividends that are not time-barred and exercise his preferential right of subscription if the exercise period for such right has not expired.

The share capital must be fully paid up prior to any issue of additional shares to be paid up in cash.

ARTICLE 9 – Form of Shares – Administration of the Share Accounts

Ordinary shares are either in registered form or, if allowed by law, in bearer form, at the shareholder’s discretion. Fully paid-up 2016 Preference Shares are in registered form. Fully paid-up 2017 Preference Shares are in registered form.

Ordinary shares, 2016 Preference Shares and 2017 Preference Shares are registered in individual accounts opened by the Company or any authorised intermediary, in the name of each shareholder and kept according to the conditions and procedures provided by legal and regulatory provisions.

The Company is authorised to rely on statutory provisions, in particular Article L. 228-2 of the Commercial Code, with respect to the identification of the holders of bearer shares and for such purpose it may at any time request the central depositary who administers the share account, to provide the information referred to in Article L. 228-2 of the Commercial Code, in exchange for payment. The Company is therefore, in particular, entitled at any time to request the name and year of birth, or concerning a legal person, the corporate name and year of incorporation, the nationality and the post address and, if applicable, email address of holders of securities which give the right to vote


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TRANSLATION FOR INFORMATION PURPOSES

in Meeting of Shareholders, either immediately or in the future, as well as the number of shares held by each of them and, as the case may be, any restrictions which may apply to the shares.

ARTICLE 10 - Transfer of Shares

Registered shares may be transferred by transfer from one account to another.

Ordinary shares paid up in cash are freely transferable as from the completion of the share capital increase. Ordinary shares received in exchange for contribution in kind are freely transferable as from the completion of the share capital increase, i.e. on the date of the Meeting of Shareholders or meeting of the Executive Board, acting under delegation, which approved the contribution, in the case of an in-kind contribution during the life of the company.

Title to ordinary shares is transferred by registration in the buyer’s account, on the date and in accordance with the conditions provided by applicable law and, as the case may be, regulations.

Ordinary shares are freely transferable subject to legislative provisions. 2016 Preference Shares and 2017 Preference Shares are transferable under the conditions set forth in Article 12 of these by-laws.

ARTICLE 11 – Crossing of Thresholds

Any natural person or legal entity referred to under Articles L. 233-7, L. 233-9 and L. 223-10 of the Commercial Code who gains possession, directly or indirectly, alone or in concert, of a number of shares which represent a portion of the share capital or voting rights of the Company equal to or greater than 1% or a multiple of such percentage, must inform the Company of the total number of shares, voting rights and securities granting an interest in capital or voting rights which it owns immediately or would own in the future, by registered mail with confirmation of receipt sent to the registered office of the Company within five trading days starting from the date that the aforesaid threshold(s) were crossed.

The obligation of information provided above also applies in the same conditions when the aforesaid thresholds are crossed downwards.

Shares or voting rights in excess of the portion which should have been declared but which have not been declared pursuant to the aforesaid conditions, are stripped of their rights to vote at shareholders’ meetings for any meeting held within two years following the date of the regularisation of the declaration in accordance with Article L. 233-14 of the Commercial Code, if failure to make the declaration has been observed and if one or more shareholders holding an interest of at least 5% of the share capital of the Company make such request, recorded in the minutes of the Meeting of Shareholders.

The foregoing obligations to declare apply in addition to the threshold crossing declarations provided by legal or regulatory provisions in force.

ARTICLE 12 - Rights and Obligations attached to Shares

The share capital of the Company is divided between ordinary shares, 2016 Preference Shares and 2017 Preference Shares.

I. Rights attached to ordinary shares, 2016 Preference Shares and 2017 Preference Shares

Without prejudice to the rights attached to 2016 Preference Shares and 2017 Preference Shares, each ordinary share entitles to a portion of the corporate profits and assets in proportion to the portion of share capital that it represents.

In addition, each ordinary share gives the right to vote and be represented at General Meetings of Shareholders pursuant to the conditions provided by law and in these articles of association. Ordinary shares, 2016 Preference Shares and 2017 Preference Shares (including shares of the Company that might be allocated for free in the framework of a capital increase through the incorporation of reserves, issue premiums or profits) do not grant a double voting right pursuant to the last paragraph of Article L. 225-123 of the French Commercial Code.

Shareholders holding ordinary shares, 2016 Preference Shares and 2017 Preference Shares are only liable up to the nominal amount of the shares which they hold and any request for funds beyond that amount is prohibited.

Ownership of ordinary shares, 2016 Preference Shares and 2017 Preference Shares automatically implies agreement to be bound by the Company’s by-laws and the decisions of the General Meeting of Shareholders.


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The heirs, creditors, successors or other representatives of the shareholder holding ordinary shares, 2016 Preference Shares or 2017 Preference Shares cannot request seals to be placed on the Company’s assets and securities or request their distribution or sale by public auction, or to interfere with its management. In order to exercise their rights, they should rely on company records and the decisions of the General Meeting of Shareholders.

Whenever it is necessary to hold several ordinary shares, 2016 Preference Shares or 2017 Preference Shares in order to exercise a right of any kind, in the case of an exchange, regrouping or allocation of securities, or further to a share capital increase or decrease, merger or other corporate transaction, holders of single shares or of less than the number of shares so required will only be able to exercise such right if they themselves collect and, as the case may be, purchase or sell, the required number of securities.

However, the Company may, in the case of an exchange of securities further to a merger or demerger, a share capital reduction, the regrouping or division and mandatory conversion of bearer into registered shares, or the distribution of securities deducted from reserves or in connection with a share capital reduction, or the distribution or allocation of free shares, pursuant to a decision of the Executive Board, sell any securities in respect of which the persons entitled thereto have not requested delivery subject to having carried out the publicity formalities provided by regulations at least two years beforehand.

As from the date of such sale, the prior securities or rights to distribution or allocation shall be cancelled as and when required, and their holders shall only be entitled to the allocation of the net proceeds of sale of unclaimed securities.

II. 2016 Preference Shares

A. Rights attached to 2016 Preference Shares

2016 Preference Shares and the rights of holders thereof are governed by the applicable provisions of the French Commercial Code, in particular Articles 228-11 et seq. thereof.

The maximum number of 2016 Preference Shares that may be allocated is 7,500 shares.

Only the 2016 Preference Shares convertible into ordinary shares pursuant to the terms and conditions specified below benefit from a dividend and are entitled to the reserves, applicable only from the date at which they become convertible. The 2016 Preference Shares that have become convertible will bear rights as from the first day of the financial year preceding the financial year during which they become convertible. The amount of the dividend (and, if applicable, of the portion of the reserves) to which each 2016 Preference Shares entitles is equal to the amount due in respect of an ordinary share, multiplied by the number of ordinary share that can be received from the conversion of each 2016 Preference Shares.

2016 Preference Shares give no preferential subscription right to any capital increase or any operation granting a right on ordinary shares.

In the event of an operation taking place before the 2016 Preference Shares are converted pursuant to paragraph II.B below, the conversion ratio will be adjusted pursuant to the provisions of Article L. 228-99, Paragraph 2, 3° and Paragraph 5 of the French Commercial Code.

With regards to the ownership of corporate assets, a 2016 Preference Shares gives right to a portion of the liquidation surplus in proportion to the portion of share capital that it represents.

Only the 2016 Preference Shares convertible into ordinary shares pursuant to the terms and conditions specified below grant the right to vote in the ordinary and extraordinary general meetings of holders of ordinary shares, applicable only from the date at which they become convertible. The number of voting rights granted by each 2016 Preference Share is equal to the number of ordinary shares that can be received from the conversion of each 2016 Preference Share.

2016 Preference Shares grant the right to vote in the special meetings of holders of 2016 Preference Shares. Holders of 2016 Preference Shares are grouped into a special meeting for any proposed modification of the rights attached to 2016 Preference Shares. In addition, pursuant to the provisions of Article L. 228-17 of the French Commercial Code, any proposed merger or demerger of the Company in which 2016 Preference Shares cannot be exchanged for shares with equivalent particular rights will be subject to the approval of any relevant special meeting.

Special meetings can only make valid decisions if the holders of 2016 Preference Shares that are present or represented hold at least, when convened for the first time, one third, and when convened for the second time, one fifth of the 2016 Preference Shares carrying the right to vote. If the capital is modified or adjusted, the rights of holders of 2016 Preference Shares are adjusted so that their rights may be maintained pursuant to Article L. 228-99 of the French Commercial Code. The other rights attached to 2016 Preference Shares are specified in the next paragraph.

B. Conversion of 2016 Preference Shares into ordinary shares

The issuance of 2016 Preference Shares may only be decided in the framework of an allocation of free shares in favour of the employees and/or executive officers of the Company, pursuant to the provisions of Articles L. 225-97-1 of the French Commercial Code.

2016 Preference Shares will be definitively acquired by the beneficiaries after an acquisition period of one year from their allocation by the Executive Board and subject to the beneficiary’s presence in the Company or its consolidated subsidiaries as an employee, executive officer or member of an executive or supervisory body or, if applicable, of the equivalent thereof in foreign law. The “Acquisition Date” is defined as the end of the acquisition period of the Preference Shares.

The 2016 Preference Shares become convertible in ordinary shares, either new or existing at the Company’s option, after the above-mentioned one-year vesting period from their allocation by the Executive Board, followed by a two-year retention period from the definitive allocation (the “Retention


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Period”), under the conditions set forth in Paragraphs 2 to 10 below. The “Expiry Date of the Retention Period” is defined as the end of the Retention Period.

1.As from the first anniversary date of the Acquisition Date, 2016 Preference Shares will be freely transferable to a credit institution in the framework of a pledge agreement.

Pursuant to the provisions set forth in the Article L. 225-197-1 I., Paragraph 6 of the French Commercial Code, the 2016 Preference Shares will be freely transferable in the event of invalidity of the beneficiary corresponding to classification in the second or third categories set forth by Article L. 341-4 of the French Social Security Code, regardless of whether such invalidity occurs before or after the Acquisition Date.

2.2016 Preference Shares may only be converted for a conversion period of six years and six months from the Expiry Date of the Retention Period (the “Conversion Period”).

3.During the Conversion Period, each holder of 2016 Preference Shares will have the right to convert each of his 2016 Preference Shares in ordinary shares, either new or existing (at the Company’s option). The number of ordinary shares to which the conversion of one 2016 Preference Share will entitle will be equal to the sum of (i) a number of ordinary shares determined according to the fulfilment of an internal condition (the “Internal Condition”) and a market condition as defined below ((the “Market Condition”) (together the “Performance Criteria”).

The fulfilment of the Performance Criteria will give the right to convert each 2016 Preference Share in a maximum of 200 ordinary shares, i.e. a maximum of 100 ordinary shares under the Internal Condition and a maximum of 100 ordinary shares under the Market Condition.

It is specified that this conversion ratio thus determined will be adjusted in order to take into account the shares to be issued to preserve the rights of holders of securities or other rights giving access to the share capital and holders of 2016 Preference Shares under legal and statutory requirements and Paragraph II. above.

4.The Internal Condition in order to calculate the number of 2016 Preference Shares that can be converted will be determined as a function of the highest of the following two alternative criteria:

a)The first criterion is a function of the consolidated collected turnover of the Company relating to a present or future partnership or licensing agreement, cumulated over the period from 1 July 2016 to 30 June 2019 (the “Cash Revenues”):

(i)If the Turnover is strictly inferior to 50 million euros, the conversion ratio under the Internal Condition will be equal to 0;

(i)If the Turnover is superior or equal to 50 million euros and inferior to 150 million euros, the conversion ratio under the Price Condition will be equal to :

[(Turnover-50)/100]×100

(ii)If the Cash Revenues are equal or superior to 150 million Euros, the conversion ratio under the Internal Condition will be equal to 100;

b)The second criterion is a function of the maturity of the portfolio of drug candidates developed by the Company during the three years before the Expiry Date of the Retention Period. “Drug candidates developed by the Company” mean Lirilumab, Monalizumab and IPH4102. For each of these products:

(iii)In the event of the authorization by the competent regulatory authority the United States or in Europe for the Company or one of its partners to carry out a Phase III trial or a clinical trial with a view to register a product, the conversion ratio under the Internal Condition will be equal to 50;

(iv)In the event of the authorization by the competent regulatory authority in the United States or in Europe for the Company or one of its partners to carry out two Phases III trials or clinical trials with a view to register two products and/or two different indications for one product, the conversion ratio under the Internal Condition will be equal to 75;

(v)In the event of an acceptance from the European Medicines Agency (EMA) in Europe or the Food and Drug Administration (FDA) in the United States to examine a filing by the Company or one of its partners of a marketing authorization request, the conversion ratio under the Internal Condition will be equal to 100.

5.The Market Condition in order to calculate the conversion ratio of 2016 Preference Shares into ordinary shares will be determined depending on the stock market price of the Innate Pharma share:

The terms “Initial Price” mean the average closing price of the Innate Pharma share on Euronext Paris for the sixty trading days prior to the Allocation Date by the Executive Board.

The terms “Final Price” mean the highest average closing price of the Innate Pharma share on Euronext Paris over a period of sixty consecutive days calculated at any time during the three years prior to the Expiry Date of the Retention Period.

The terms “High Price” means the Initial Price multiplied by two.


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a)If the Final Price is strictly inferior to the Initial Price, the conversion ratio under the Market Condition will be equal to 0;

b)If the Final Price is between (i) a value equal or superior to the Initial Price and (ii) a value inferior to the High Price, the conversion ratio under the Market Condition will be equal to:

[(Final Price / Initial Price) –1/ ] x 100

c)If the Final Price is equal or superior to the High Price, the conversion ratio under the Market Condition will be equal to 100.

6.The right to convert 2016 Preference Shares into ordinary shares, as well as the right to vote in the general meetings of ordinary shares holders and the right to the dividend and to a portion of the reserves attached to 2016 Preference Shares that have become convertible pursuant to Paragraph II. above, are subject to the condition of the beneficiary’s presence in the Company or its consolidated subsidiaries as an employee, an executive officer or a member of an executive or supervisory body or, if applicable, of the equivalent thereof in foreign law as at the Expiry Date of the Retention Period. In the event that such condition ceases to be fulfilled, the Company may proceed at any moment to the redemption of 2016 Preference Shares in the conditions set forth in Paragraph 8. below. It is specified that the provisions of this paragraph do not apply if the presence of the beneficiary in the Company or its consolidated subsidiaries ceases due to death, invalidity or retirement.

7.The fulfilment of the Performance Criteria will be recorded in a meeting of the Executive Board as soon as practicable after the Expiry Date of the Retention Period.

8.2016 Preference Shares that cannot be converted into ordinary shares depending on the extent to which the Performance Criteria are fulfilled or if the presence condition as at the Expiry Date of the Retention Period is not fulfilled, and 2016 Preference Shares that can be but will not have been converted at the end of the Conversion Period, may be bought at any time by the Company (which is under no obligation to do so) at their nominal value.

9.At the end of the Conversion Period, the Company will have the possibility to proceed, pursuant to applicable legal and regulatory provisions, to the cancellation of 2016 Preference Shares that will have not been converted, including those that it will have bought. The share capital will then be reduced accordingly, and creditors will have the right to oppose such reduction in the conditions set forth in Article L. 225-205 of the French Commercial Code.

10.New ordinary shares resulting from the conversion of 2016 Preference Shares will be assimilated to existing ordinary shares, will bear rights as from the first day of the financial year preceding the financial year during which they become convertible, and will grant to their holders, starting from their delivery, all the rights attached to ordinary shares. They will be subject to a request for listing on the regulated market of Euronext Paris on the same listing line as ordinary shares.

By way of derogation to the above, the allocation of 2016 Preference Shares can take place after the date of their allocation by the Executive Board and prior to the Acquisition Date, in the event of invalidity of the beneficiary corresponding to classification in the second or third categories set forth by Article L. 341-4 of the French Social Security Code, at the beneficiary’s request.

The Executive Board will record the conversion into ordinary shares of the 2016 Preference Shares for which the conversion fulfils the conditions set forth above, as well as the number of ordinary shares resulting from the conversions of 2016 Preference Shares that have taken place, and will modify the by-laws accordingly, in particular with regards to the breakdown of shares by category. This competence may be delegated to the Chairman of the Executive Board under the conditions set forth by law.

If the conversion of 2016 Preference Shares into ordinary shares results in a capital increase, such increase will be fully paid up at issue through the incorporation of reserves, profits or issue premiums for the corresponding amount.

Shareholders will be informed of the conversions having taken place by the reports of the Executive Board and Statutory Auditors pursuant to Article R. 228-18 of the French Commercial Code. These supplementary reports will be made available to the shareholders at the Company’s registered office as from the date on which each meeting is convened.

III. 2017 Preference Shares

A. Rights attached to 2017 Preference Shares

2017 Preference Shares and the rights of holders thereof are governed by the applicable provisions of the French Commercial Code, in particular Articles 228-11 et seq. thereof.

The maximum number of 2017 Preference Shares that may be allocated is 12,500 shares.

From their definitive acquisition until the date at which they become convertible, the 2017 Preference Shares grant the right to vote in the ordinary and extraordinary general meetings of holders of ordinary shares on the basis of one voting right per 2017 Preference Share. As from the date on which they become convertible, the number of voting rights to which each 2017 Preferred Share


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entitles the holder becomes equal to the number of ordinary shares to which the conversion of each 2017 Preferred Share entitles the holder.

2017 Preference Shares grant the right to vote in the special meetings of holders of 2017 Preference Shares. Holders of 2017 Preference Shares are grouped into a special meeting for any proposed modification of the rights attached to 2017 Preference Shares. In addition, pursuant to the provisions of Article L. 228-17 of the French Commercial Code, any proposed merger or demerger of the Company in which 2017 Preference Shares cannot be exchanged for shares with equivalent particular rights will be subject to the approval of any relevant special meeting.

Special meetings can only make valid decisions if the holders of 2017 Preference Shares that are present or represented hold at least, when convened for the first time, one third, and when convened for the second time, one fifth of the 2017 Preference Shares carrying the right to vote.

From their definitive acquisition until the date at which they become convertible, the 2017 Preference Shares benefit from a dividend and are entitled to the reserves. The amount of the dividend (and, if applicable, of the portion of the reserves) to which each 2017 Preference Shares entitles is equal to the amount due in respect of an ordinary share. To this end, the 2017 Preference Shares will bear rights as from the first day of the financial year preceding the financial year during which they are definitively acquired. As from the date at which they become convertible, the amount of the dividend (and, if applicable, of the portion of the reserves) to which each 2017 Preference Shares entitles is equal to the amount due in respect of an ordinary share, multiplied by the number of ordinary share that can be received from the conversion of each 2017 Preference Shares.

With regards to the ownership of corporate assets, a 2017 Preference Shares gives right to a portion of the liquidation surplus in proportion to the portion of share capital that it represents.

2017 Preference Shares give preferential subscription rights to any capital increase or any operation granting a right on ordinary shares, on the basis of one preferential subscription right per 2017 Preferred Share.

In the event of a capital depreciation or reduction, a change in the distribution of profits, an allocation of free shares, or the incorporation into the capital of reserves, profits or share premiums, distribution of reserves or any issue of capital securities or securities giving the right to the allocation of capital securities with a subscription right reserved for shareholders before the 2017 Preferred Shares are convertible under the conditions provided below, the conversion ratio will be adjusted to take into account this operation pursuant to the provisions of Article L. 228-99, Paragraph 2, 3° and Paragraph 5 of the French Commercial Code.

B. Conversion of 2017 Preference Shares into ordinary shares

The issuance of 2017 Preference Shares may only be decided in the framework of an allocation of free shares in favour of the employees and/or executive officers of the Company, pursuant to the provisions of Articles L. 225-97-1 of the French Commercial Code.

2017 Preference Shares will be definitively acquired by the beneficiaries after an acquisition period of one year from their allocation by the Executive Board and subject to the beneficiary’s presence in the Company or its consolidated subsidiaries as an employee, executive officer or member of an executive or supervisory body or, if applicable, of the equivalent thereof in foreign law. The “Acquisition Date” is defined as the end of the acquisition period of the 2017 Preference Shares.

However, in the event of invalidity of the beneficiary corresponding to classification in the second or third categories set forth by Article L. 341-4 of the French Social Security Code (or the equivalent thereof in an applicable foreign law), the 2017 Preference Shares will be allocated definitively prior to the Acquisition Date. In the event of the death of the beneficiary, in accordance with the provisions of Article L. 225-197-3 of the French Commercial Code, the heirs or successors of the beneficiary may, if they so wish, request the definitive allocation of the 2017 Preferred Shares to them within six months of the date of death. In the event of retirement, the beneficiaries will retain their right to the definitive allocation of the 2017 Preferred Shares although they are no longer bound by an employment contract.

1.The 2017 Preference Shares become convertible in ordinary shares, either new or existing at the Company’s option, after the above-mentioned one-year vesting period from their allocation by the Executive Board, followed by a two-year retention period from the definitive allocation (the “Retention Period”), under the conditions set forth in Paragraphs 2 to 13 below. The “Expiry Date of the Retention Period” is defined as the end of the Retention Period.

As an exception to the above, in the event of a public tender or exchange offer, the final results of which are announced no later than the Expiry Date of the Retention Period as defined above, the 2017 Preferred Shares will become convertible no later than (i) the first anniversary of the Definitive Allocation (if such an offer occurs before such anniversary and in such a way that the Retention Period lasts at least one year), or (ii) the date of announcement of the final results of such an offer (if such an offer occurs after the anniversary) (the "Amended Expiry Date of the Retention Period").

2.As from the first anniversary date of the Acquisition Date, 2017 Preference Shares will be freely transferable to a credit institution in the framework of a pledge agreement.

Pursuant to the provisions set forth in the Article L. 225-197-1 I., Paragraph 6 of the French Commercial Code, the 2017 Preference Shares will be freely transferable in the event of invalidity of the beneficiary corresponding to classification in the second or third categories set forth by Article L. 341-4 of the French Social Security Code, regardless of whether such invalidity occurs before or after the Acquisition Date.

In the event of the beneficiary's death, whether during the vesting period or the Retention Period, his heirs will no longer be required to comply with this non-transferability commitment, so that the 2017 Preferred Shares for which they have requested the definitive allocation will freely become transferable.

3.2017 Preference Shares may only be converted for a conversion period of six years and six months from the Expiry Date of the Retention Period (the “Conversion Period”), provided however that in the event of a public tender or exchange offer whose final results are announced no later than the


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Expiry Date of the Retention Period, the Conversion Period shall commence from the Amended Expiry Date of the Retention Period for such a period that, together with the Retention Period, it represents a total duration of eight years and six months from the Acquisition Date.

4.During the Conversion Period, each holder of 2017 Preference Shares will have the right to convert each of his 2017 Preference Shares in ordinary shares, either new or existing (at the Company’s option). The number of ordinary shares to which the conversion of one 2017 Preference Share will entitle will be equal to a number of ordinary shares determined according to the fulfilment of a market condition as defined below (the “Market Condition”).

5.The Market Condition in order to calculate the conversion ratio of 2017 Preference Shares into ordinary shares will be determined based on the relative performance of the Innate pharma share.

The term “Initial Price” means the average closing price of the Innate Pharma share on Euronext Paris for the sixty trading days prior to the date of the General Meeting.

The term “Final Price” means (i) the highest average closing price of the Innate Pharma share on Euronext Paris over a period of sixty consecutive days, calculated at any time during the twelve months prior to the Expiry Date of the Retention Period, or (ii) in the event of a public tender or exchange offer whose final results are announced no later than the Expiry Date of the Retention Period, the price at which this public tender offer is made (or, in the case of a public exchange offer only, the price by transparency by applying the exchange ratio to the closing price of the bidder's share on the day before the Amended Expiry Date of the Retention Period).

a)If the Final Price is inferior or equal to the Initial Price, the conversion ratio will be equal to 0;

b)If the Final Price is comprised between the Initial Price and € 30, the conversion ratio will be equal to:

100 x [(Final Price – Initial Price) / (30 – Initial Price)], rounded up to the nearest whole number

c)If the Final Price is equal or superior to € 30, the conversion ratio will be equal to 100.

However, if between the date of the General Meeting and the Expiry Date of the Retention Period (or, as the case may be, the Amended Expiry Date of the Retention Period), one of the Reference Indexes (as defined below) were to experience a Significant Variation (as defined below), then the Executive Board will have the possibility to adjust the Initial Price and/or the Final Price to neutralize the exogenous impact of such a Significant Variation. The Executive Board shall, in this case, appoint a recognized independent expert to assist the Executive Board in the determination of such adjustments.

The term “Reference Indexes” means the following stock market indexes: SBF 120, CAC 40, Next Biotech and NBI (NASDAQ Biotechnology Index). If one of these indexes were to be no longer available, the Executive Board can choose a replacement index.

The term “Significant Variation” means one or the other of the following events for the relevant index:

–the average of the closing value for the index over the sixty consecutive trading days prior to the Expiry Date of the Retention Period (or, as the case may be, the Amended Expiry Date of the Retention Period) is inferior or equal to 90% of the average of the closing value for the index over the sixty consecutive trading days prior to the General Meeting ;

–the average of the closing value for the index over a sixty consecutive trading days period at any time between the date of the General Meeting and the Expiry Date of the Retention Period (or, as the case may be, the Amended Expiry Date of the Retention Period), is inferior or equal to 80% of the average of the closing value for the index over another sixty consecutive trading days period at any time between the date of the General Meeting and the Expiry Date of the Retention Period (or, as the case may be, the Amended Expiry Date of the Retention Period).

6.The right to convert 2017 Preference Shares into ordinary shares, as well as the right to vote in the general meetings of ordinary shares holders and the right to the dividend and to a portion of the reserves attached to 2017 Preference Shares that have become convertible pursuant to Paragraph III A. above, are subject to the condition of the beneficiary’s presence in the Company or its consolidated subsidiaries as an employee, an executive officer or a member of an executive or supervisory body or, if applicable, of the equivalent thereof in foreign law as at the Expiry Date of the Retention Period (or, as the case may be, the Amended Expiry Date of the Retention Period). In the event that such condition ceases to be fulfilled, the Company may proceed at any moment to the redemption of 2017 Preference Shares in the conditions set forth in Paragraph 8. below. It is specified that the provisions of this paragraph do not apply if the presence of the beneficiary in the Company or its consolidated subsidiaries ceases due to death, invalidity or retirement.

7.The fulfilment of the Market Condition will be recorded in a meeting of the Executive Board as soon as practicable after the Expiry Date of the Retention Period (or, as the case may be, the Amended Expiry Date of the Retention Period).

8.2017 Preference Shares that cannot be converted into ordinary shares depending on the extent to which the Market Condition is fulfilled or if the presence condition as at the Expiry Date of the Retention Period (or, as the case may be, the Amended Expiry Date of the Retention Period) is not fulfilled, and 2017 Preference Shares that can be but will not have been converted at the end of the Conversion Period, may be bought at any time by the Company (which is under no obligation to do so) at their nominal value.

9.At the end of the Conversion Period, the Company will have the possibility to proceed, pursuant to applicable legal and regulatory provisions, to the cancellation of 2017 Preference Shares that will have not been converted, including those that it will have bought. The share capital will then be reduced accordingly, and creditors will have the right to oppose such reduction in the conditions set forth in Article L. 225-205 of the French Commercial Code.

10.New ordinary shares resulting from the conversion of 2017 Preference Shares will be assimilated to existing ordinary shares, will bear rights as from the first day of the financial year preceding the financial year during which they will be converted, and will grant to their holders, starting from their delivery, all the rights attached to ordinary shares. They will be subject to a request for listing on the regulated market of Euronext Paris on the same listing line as ordinary shares.


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By way of derogation to the above, the allocation of 2017 Preference Shares can take place after the date of their allocation by the Executive Board and prior to the Acquisition Date, in the event of invalidity of the beneficiary corresponding to classification in the second or third categories set forth by Article L. 341-4 of the French Social Security Code, at the beneficiary’s request.

11.The Executive Board will record the conversion into ordinary shares of the 2017 Preference Shares for which the conversion fulfils the conditions set forth above, as well as the number of ordinary shares resulting from the conversions of 2017 Preference Shares that have taken place, and will modify the by-laws accordingly, in particular with regards to the breakdown of shares by category. This competence may be delegated to the Chairman of the Executive Board under the conditions set forth by law.

12.If the conversion of 2017 Preference Shares into ordinary shares results in a capital increase, such increase will be fully paid up at issue through the incorporation of reserves, profits or issue premiums for the corresponding amount.

13.Shareholders will be informed of the conversions having taken place by the reports of the Executive Board and Statutory Auditors pursuant to Article R. 228-18 of the French Commercial Code. These supplementary reports will be made available to the shareholders at the Company’s registered office as from the date on which each general meeting is convened.

ARTICLE 13 – Usufruct / Bare Ownership

The shares are not divisible with respect to the Company.

Co-owners of shares must arrange to be represented vis-a-vis the Company by one of them only, who will be considered as the sole holder, or by a sole agent. In the case of disagreement, a sole agent may be appointed by the courts at the request of the most diligent co-owner.

Unless the Company has been notified of an agreement to the contrary, usufruct shareholders validly represent bare owners vis-à-vis the Company. The right to vote is held by the usufruct shareholder in Ordinary Meeting of Shareholders and by the bare owner in Extraordinary Meeting of Shareholders.

Unless otherwise agreed by the parties, where shares are encumbered by a usufruct interest, the preferential right to subscription attached thereto is held by the bare owner.

TITLE III

COMPANY MANAGEMENT AND SUPERVISION

ARTICLE 14 – Management Structure

The Company is managed by an Executive Board which exercises its duties under the supervision of a Supervisory Board.

ARTICLE 15 – Composition of the Executive Board

I. The Executive Board consists of at least two members and five members at most.

II. Members of the Executive Board are appointed by the Supervisory Board.

The members of the Supervisory Board appoint one of the members of the Executive Board as Chairman of the Executive Board for the duration of his term of office as a member of the Executive Board. The Chairman of the Executive may be dismissed by the Supervisory Board.

Members of the Executive Board must be natural persons, failing which the appointment shall be null and void. They may be chosen from non-shareholders. They may be French nationals or of foreign nationality.

Members of the Executive Board may be dismissed by the Supervisory Board of the Meeting of Shareholders. They may resign at any time.


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If a member of the Executive Board has entered into an employment contract with the Company, his dismissal, resignation or the expiry of his term of office as a member of the Executive Board will not cause such contract to be terminated.

The Executive Board is appointed for a term of three years. If a post is vacant, the Supervisory Board must make an appointment to fill the post within two months.

However, the terms of office of the members of the Executive Board who were duly appointed for six years by the Supervisory Board of 13 June 2005, pursuant to the provisions of the articles of association which were then applicable, shall continue to the end of their initial term and be renewed at the annual meeting of shareholders called to decide on the accounts of the financial year closing 31 December 2010.

The replacement is appointed for the remaining term until the renewal of the Executive Board. Members of the Executive Board may be reappointed.

The procedure for and amount of the remuneration of each of the members of the Executive Board is set out in the instrument appointing them.

III. No member of the Executive Board may be a member of the Supervisory Board, the Sole Chief Executive Officer or the Chairman of the Executive Board of more than one other corporation whose registered office is in metropolitan France.

Executive Board membership may only be combined with another corporate office in another company in accordance with the statutory and regulatory restrictions in force.

IV. The Executive Board meets as often as necessary in the interests of the Company and at least once a quarter, convened by its Chairman or an Executive Board member delegated to such effect, at the place decided by the person convening the meeting.

In order for deliberations to be valid, the three-quarters of the members of the Executive Board must be physically present. However, members of the Executive Board who attend Executive Board meetings by video-conference or any other means of telecommunication in compliance with the statutory and regulatory provisions applicable to corporations with a Board of Directors management structure, are deemed to be present.

Any member of the Executive Board may be represented by another member of the Executive Board at the meetings of the Executive Board or take part in an Executive Board meeting by video-conference or any other means of telecommunication as referred to above. Each member of the Executive Board may receive only one proxy.

Decisions are made by a majority of those present and represented. Each member has one vote. In case of equality of expressed votes either in favour or against a decision (abstention are not took into account), the Chairman of the Executive Board has a casting vote.

At each meeting, the Executive Board may appoint a secretary who may be chosen from outside the members of the Executive Board.

V. The deliberations of the Executive Board are recorded in minutes placed or bound in a special registry.

The records are signed by the Chairman and by a member of the Executive Board who is present at the meeting, or by two of the members present.

When the Executive Board has to provide evidence of its deliberations, copies of extracts of the minutes to be submitted in evidence shall be certified by the Chairman or by a member of the Executive Board delegated for this purpose. Following dissolution of the Company, they are certified by one of the liquidators or the sole liquidator.


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ARTICLE 16 - Powers of the Executive Board

I. The Executive Board has the widest of powers to act in all circumstances in the name of the Company. It exercises its powers within the scope of the corporate purposes, subject to the powers which are expressly granted by law to the Supervisory Board and the Meeting of Shareholders, and, as the case may be, within the limit of the restrictions on powers decided by the Supervisory Board.

In its relations with third parties, the Company is bound by the actions of the Executive Board even where these are outside of the scope of the corporate purposes, unless it proves that the third party was aware that the actions exceeded such purposes or if it could not have failed to be aware of this in view of the circumstances; publication of the articles of association not in itself constituting sufficient evidence thereof.

The Chairman of the Executive Board, or, as the case may be, the Chief Executive Officer, , represents the Company in its relations with third parties. The Supervisory Board may grant the same authority to represent the Company to one or more other Executive Board members, who in that case will be referred to as managing directors. The Chairman of the Executive Board and the managing director (s), if any, may designate any agent which they choose to exercise specific powers.

II. The Executive Board presents a report to the Supervisory Board at least once every quarter.

The Executive Board presents the annual financial statements to the Supervisory Board within three months of the end of each financial year, for the purposes of verification and supervision.

It must also provide the Supervisory Board with the management report which it will present to the Annual Meeting of Shareholders.

III. The Chairman of the Executive Board represents the Company in its relations with third parties.

IV. Members of the Executive Board may allocate corporate management tasks among themselves, with the approval of the Supervisory Board. However, such distribution may not, under any circumstances, cause the Executive Board to lose its collegial nature with respect to the management of the Company.

ARTICLE 17 – Composition of the Supervisory Board

I. The Executive Board is supervised by a Supervisory Board composed of a minimum of three members and a maximum of eighteen members, subject to the exceptions provided by law in such respect in the event of a merger.

Members of the Supervisory Board are appointed from among natural persons or legal entities that are shareholders by the Ordinary Meeting of Shareholders, which may dismiss them at any time. However, in the case of a merger or demerger, an Extraordinary Meeting of Shareholders may appoint the members of the Supervisory Board.

No member of the Supervisory Board may be a member of the Executive Board.

The number of the members of the Supervisory Board who have reached seventy (70) years of age may not be greater than one third of the members of the Supervisory Board in office. Where such limitation concerning the age of members of the Supervisory Board is exceeded, the most elderly member of the Supervisory Board is deemed to have automatically resigned.

II. The duration of the terms of office of the members of the Supervisory Board is two years. It expires at the close of the Meeting of Shareholders called to decide on the financial statements for the preceding year and which is held during the year in which their appointment expires.


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Members of the Supervisory Board may be reappointed.

They may be dismissed at any time by an Ordinary Meeting of Shareholders.

III. Members of the Supervisory Board may be natural persons or legal entities. Legal entities must, at the time of their appointment, designate a permanent representative who will be subject to the same conditions and obligations and who will incur the same liabilities provided by law as if he were a member of the Council in his own name, without prejudice to the joint and several liability of the legal entity he represents.

If a legal entity dismisses its representative, it must appoint a replacement at the same time. This rule also applies in the case of the death, resignation or long-term prevention of the permanent representative from exercising his duties.

A natural person who accepts an appointment and exercises as a member of the Supervisory Board thereby has the obligation to confirm at any time on oath, that he satisfies the limitation required by law with respect to the combining the post of member of the Supervisory Board and member of the Executive Board of corporations.

IV. Appointments which are made by the Supervisory Board in accordance with the foregoing are subject to ratification by the next following Ordinary Meeting of Shareholders. If such appointments are not ratified, the deliberations made and actions previously carried out by the Supervisory Board nevertheless remain valid.

If the number of the members of the Council becomes less than the statutory minimum, the Executive Board must immediately convene an Ordinary Meeting of Shareholders to appoint members to complete the Council.

A member of the Supervisory Board appointed to replace another member shall only remain in office for the remaining term of office of his predecessor.

V. Each member of the Supervisory Board must own one share in the Company.

If a member of the Supervisory Board does not own the required number of shares on the date of his appointment or if, during his term of office he ceases to own such number, he shall be deemed to have automatically resigned if he has not rectified this situation within six months.

ARTICLE 18 – Chairman and Vice-Chairman of the Supervisory Board

The Supervisory Board appoints, from among its natural person members, a Chairman and a Vice-Chairman, who are responsible for convening the Council and chairing the proceedings of the Council.

The Chairman of Supervisory Board also prepares a report presented during the annual Ordinary Meeting of Shareholders in compliance with the conditions provided by Article L. 225-68 paragraph 7 of the Commercial Code, providing details of the conditions in which the work of the Supervisory Board was prepared and organised, and describing the internal supervision procedures implemented by the Company, which is attached to the Executive Board' report.

The Chairman and Vice-Chairman exercise their duties during their term of office as members of the Supervisory Board. They may be re-elected.

The Council may also appoint a secretary who may be selected from outside the members of the Council and determine the duration of his term of office.


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ARTICLE 19 – Deliberations of the Supervisory Board

I. The Supervisory Board meets as often as necessary in the interests of the Company and at least once every quarter to review the Executive Board' report. The meeting is convened by its Chairman or Vice-Chairman either at the registered office or at any place indicated in the notice of meeting. A member of the Executive Board, or at least one third of the members of the Supervisory Board, may submit a reasoned request for a Council meeting to the Chairman of the Supervisory Board by registered mail. The Chairman must convene a Council meeting not later than fifteen days from receipt of such request. If the meeting has not been convened within this time period, the persons who made the request may convene the meeting themselves, indicating the agenda of the meeting.

The Supervisory Board cannot deliberate validly unless at least half its members are present.

Members of the Supervisory Board may participate and vote at Council meetings by video-conference or other means of telecommunication in accordance with the statutory and regulatory provisions applicable thereto. However, voting by video-conference is not allowed for decisions concerning the verification and supervisions of annual financial statements. Voting by video-conference is allowed for decisions concerning the verification and supervisions of half-yearly or quarterly financial statements.

In accordance with Article L.225-82 of the French Commercial Code, the decisions falling within the scope of the Council’s own powers provided by the second paragraph of Article L.225-65, the second paragraph of Article L.225-68, Article L. 225-78 and the III of Article L.225-103 of the French Commercial Code as well as the decisions relating to the transfer the registered office in the same department may be adopted by written consultation of the Council’s members.

Any member of the Supervisory Board may be represented by another member of the Supervisory Board at Supervisory Board deliberations. Each member of the Supervisory Board may receive only one proxy.

Decisions are made by a majority of those present or represented, and each member has one vote.

In the event of a tie, the Chairman has the tiebreaking vote.

Evidence of the number of members of the Supervisory Board in office and their appointment may be validly provided with respect to third parties on the simple basis of the statement in the minutes of each meeting of the names of the members that are in attendance, represented or absent.

II. The deliberations of the Supervisory Board are recorded in minutes kept in a special register.

Such minutes are signed by the Chairman of the meeting and by at least one member of the Supervisory Board. If the Chairman of the meeting is unable to do so, the minutes are signed by at least two members of the Supervisory Board.

Copies or extracts of such minutes are validly certified by the Chairman of Vice-Chairman of the Supervisory Board, a member of the Executive Board or an agent duly appointed for the purpose thereof.

After the Company is wound up, copies or extracts shall be certified by one of the liquidators of by the sole liquidator.

ARTICLE 20 – Powers of the Supervisory Board

I. The Supervisory Board exercises constant supervision of the management of the Company by the Executive Board.


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II. The Supervisory Board may carry out verifications or supervision which it considers suitable at any time during the year, and may request documents to be provided to it which it considers useful for the carrying out of its duties.

It receives a report from the Executive Board at least once every quarter.

The Executive Board presents the annual financial statements and a written management report to the Supervisory Board within three months of the end of each financial year, for the purposes of verification and supervision.

The Supervisory Board presents the Ordinary Annual Meeting of Shareholders with its comments on the report of the Executive Board and the financial statements for the year.

The Supervisory Board also exercises the attributions expressly granted to it by statute.

The Supervisory Board may appoint one or more of its members as special agents for one or more determined purposes.

The Supervisory Board may create committees in charge of reviewing issues on which it or its Chairman wish an opinion.

Upon delegation of the Shareholder’s Extraordinary Meeting, the Supervisory Board makes the necessary changes to the Articles of Association to bring them into compliance with the legal and regulatory provisions, subject to the approval of such changes by the next Shareholders’ Extraordinary Meeting.

ARTICLE 21 – Remuneration of Members of the Supervisory Board

I. The Meeting of Shareholders may allocate a fixed annual amount in directors' fees to members of the Supervisory Board in remuneration for their duties. The Supervisory Board may distribute such remuneration among its members as it sees fit.

II. The Supervisory Board may also allocate exceptional remuneration for missions entrusted to its members. In such case, the remuneration is subject to the provisions of Article 22 hereafter.

III. Members of the Supervisory Board may not receive any other fixed or exceptional remuneration other than those referred to in paragraphs I and II above.

ARTICLE 22 – Regulated Agreements

I. Any agreement entered into between the Company and any of the members of the Executive Board or Supervisory Board, a shareholder with more than 10% of the voting rights or, in the case of a corporate shareholder, the company controlling it within the meaning of Article L. 233-3 of the Commercial Code with more than 10% of the voting rights, is subject to the prior approval of the Supervisory Board.

The same rule applies to agreements in which one of the persons referred to in the previous paragraph has an indirect interest or for which it has dealt with the Company through an intermediary.

Agreements between the Company and an enterprise are also subject to prior approval if one of the members of the Executive Board or the Supervisory Board of the Company is the owner, a partner with unlimited liability, a manager, director, director general, member of the Executive Board or Supervisory Board of such enterprise, or more generally is in charge of managing such enterprise.

The prior approval of the Supervisory Board is substantiated by justifying of the interest of entering the agreement for the Company, in particular by specifying the financial conditions that apply thereto.


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The preceding provisions do not apply to agreements entered into in the ordinary course of business and under normal conditions, nor to agreements entered into between two companies, one of which holds, directly or indirectly, the entire share capital of the other company, excluding if applicable the minimum number of shares necessary to comply with the requirements of Article 1832 of the French Civil Code or Articles L. 225-1 and L. 226-1 of the French Commercial Code.

The member of the Executive Board or Supervisory Board concerned must inform the Supervisory Board as soon as be becomes aware of an agreement subject to approval. If he is a member of the Supervisory Board, he cannot take part in the vote of approval.

The Chairman of the Supervisory Board must inform the statutory auditor of all authorised agreements to and submit them for approval to the Meeting of Shareholders.

II. The statutory auditors present a special report on such agreements to the Meeting of Shareholders which will decide on these agreements.

The person concerned cannot take part in the vote and the shares he holds are not included in the calculation of the quorum or the majority.

The agreements entered into and authorized in previous years and which have continued during the last year shall be reviewed annually by our Supervisory Board and must be reported to our statutory auditors for the purpose of establishing their report.

ARTICLE 23 – Panel of Observers

An Ordinary Meeting of Shareholders may appoint one or more observers at its discretion, who may be natural persons or legal entities, and may be shareholders or non-shareholders, for a term of office expiring at the shareholders meeting convened to decide on the financial statements for the preceding financial year after the first anniversary date of their appointment. This appointment may be renewed an unlimited number of times.

Observers that are legal entities are represented by their legal representatives or by any natural person duly authorised for this purpose.

Observers are convened to and take part in all the meetings of the Supervisory Board and have a consultative vote, according to the same methods as those that apply to members of the Supervisory Board. They are entitled to the same information and communication as members of the Supervisory Board and are bound by the same obligations of confidentiality and discretion.

ARTICLE 24 - Obligation of Confidentiality and Liability

I. Members of the Executive Board and the Supervisory Board, as well as any person convened to attend the meetings of these bodies, are bound by complete discretion with respect to confidential information and provided as such by the Chairman of the Executive Board or as the case may be, the Supervisory Board.

II. Members of the Executive Board and the Supervisory Board are liable towards the Company or third parties, in accordance with their respective attributions, for breaches of statutory provisions governing limited liability companies, breaches of these articles of association and faults committed in the exercise of their duties, subject to the conditions and the sanctions provided by the legislation in force.

TITLE IV

STATUTORY AUDITORS


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ARTICLE 25 - Statutory Auditors

One or more statutory auditors perform an audit of the Company, in the accordance with statutory requirements.

The Statutory Auditors are appointed by the Ordinary Meeting of Shareholders on proposal by the Supervisory Board, for six financial years. They may always be re-appointed. They may be dismissed by the aforesaid Meeting of Shareholders in the event that they commit a fault or are prevented from carrying out their duties.

If the Meeting of Shareholders does not appoint the Statutory Auditor(s) or if one or more appointed Statutory Auditors are prevented or refuse to carry out their duties, they, or their replacement(s), are appointed by an order of the Commercial Court with jurisdiction over the area in which the Company is based on petition of any interested person, with the Executive Board duly convened.

The Statutory Auditor appointed by the Meeting of Shareholders to replace another shall only remain in office for the remaining term of office of his predecessor. If the Meeting of Shareholders appoints several Statutory Auditors, they may act together or separately but they must draft a joint report.

One or more shareholder(s) with a shareholding of at least 5% may apply to the courts to dismiss one or more of the Statutory Auditors appointed by the Meeting of Shareholders and request the appointment of one or more Statutory Auditors who will exercise their duties instead of them. If their request is granted, the Statutory Auditors so appointed shall exercise their duties until the Statutory Auditors appointed by the Meeting of Shareholders take up their posts.

The Statutory Auditors certify that the annual financial statements are in due form and give a true and fair view of the result of the operations of the preceding financial year, and of the financial situation and assets and liabilities of the Company at the end of that financial year.

Their permanent role, without exercising any interference with management, is to verify the company's worth and financial documents and to ensure that its accounting is in compliance with the rules in force. They also verify that the information contained in Executive Board management report and in the documents provided to shareholders on the financial situation and annual accounts is fair and consistent with the annual accounts. The Statutory Auditors ensure that equality among shareholders has been complied with.

The Statutory Auditors may, at any time during the year, carry out any verification or supervision they consider suitable and collect any information from third parties who have carried out assignments on behalf of the Company.

The Statutory Auditors prepare a report for the Meeting of Shareholders on the performance of their assignment. The Statutory Auditors attach a report to the aforesaid report, presenting their comments on the report referred to in Article L. 225-68 paragraph 7 of the Commercial Code with respect to internal supervision procedures relating to the preparation and treatment of accounting and financial information. They also prepare a special report on the agreements referred to in Article 22 of these Articles of Association.

The Statutory Auditors are invited to attend the Executive Board meeting at which the financial statements for the preceding financial year are approved, as well as to all Meeting of Shareholders. They may convene a Meeting of Shareholders under the conditions provided by statute.


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TITLE V

SHAREHOLDERS’ MEETINGS

A –Provisions Applying

to all Meetings of Shareholders

ARTICLE 26 - Meetings

A duly constituted Meeting of Shareholders represents all the shareholders.

Its deliberations effected in accordance with the law and the articles of association are binding on all the shareholders, even those who were absent, dissenting or without legal standing.

There are three kinds of meeting, depending on the purpose of the proposed resolutions:

- Ordinary Meeting of Shareholders,

- Extraordinary Meeting of Shareholders,

- Special Meeting of Shareholders of holders of a specific category of share.

ARTICLE 27 – Convening Meetings

Shareholders’ Meetings are convened by the Executive Board, or failing that, the Supervisory Board. They may also be convened by the Statutory Auditor(s) or by an agent appointed by the court in accordance with the procedures and conditions provided by statute.

During liquidation, Shareholders’ Meetings are convened by the liquidator.

Shareholders’ Meetings are held at the registered office, in any other place of the same department indicated in the convocation notice or in Paris.

Notice of the meeting is published in the Bulletin des Annonces Légales Obligatoires (BALO) (Mandatory Legal Notice Bulletin) at least thirty-five days prior to which a meeting is held. In addition to the information relating to the Company, it also, in particular, sets out the agenda of the Meeting and the draft text of the resolutions which will be proposed. Subject to particular legal requirements, requests for the inclusion of draft resolutions on the agenda must be sent at the latest on the publication date of the notice of the meeting and up to twenty-five days prior to the Shareholders’ Meeting; this deadline is twenty days from the publication date of the notice when the notice is published more than forty-five days prior to the Shareholders’ Meeting.

Subject to particular legal requirements, invitations to meetings are made at least fifteen days prior to the date of the meeting by a notice published in both the legal notice journal of the administrative department in which the registered office is located and in the Bulletin des Annonces Légales Obligatoires (BALO).

However, holders of registered shares having held shares for at least one month as at the date of the last of the published notices must be convened individually by ordinary letter (or by registered letter if they have requested this and advanced the costs) sent to their last known address. Such notice may also be sent by electronic communication instead of such postal dispatch, to any shareholder who has so requested beforehand by registered mail return receipt requested, in accordance with statutory and regulatory requirements, indicating his email address. Such shareholder may send a request to the Company at any time by registered letter with acknowledgement of receipt for the aforementioned method of telecommunication to be replaced by postal dispatch in the future.

The invitation should contain the following information:


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–the identity of the Company;

–the date, time and place of the meeting;

–the nature of the meeting; and

–the agenda of the meeting.

It must also state the conditions in which shareholders may vote by correspondence and the place and conditions pursuant to which they may procure forms for voting by correspondence.

The invitation may be sent, as the case may be, together with proxy form and a correspondence voting form, pursuant to the conditions set out in Article 30. I of these Articles of Association, or with a correspondence voting form only, pursuant to the conditions set out in Article 30. II of these Articles of Association.

If a Shareholders’ Meeting has not been able to deliberate due to the required quorum not being reached, a second Shareholders’ Meeting is convened with at least ten days’ advance notice, in the same manner as the first meeting. The invitation notice or letters for such second Shareholders’ Meeting state the date and agenda of the first meeting.

ARTICLE 28 - Agenda

The agenda of a Meeting of Shareholders is decided by the person convening the meeting.

One or more shareholders representing at least the percentage of share capital determined by statute and acting pursuant to statutory conditions and within statutory time periods, may request items or draft resolutions to be included on the agenda of the Meeting by registered mail with confirmation of receipt.

The Meeting of Shareholders cannot deliberate on an issue which has not been included on the agenda and such agenda cannot be modified on second convocation of a Meeting of Shareholders. The Meeting of Shareholders may, however, in any circumstances, dismiss one or several members of the Supervisory Board and effect their replacement.

ARTICLE 29 – Participation of Shareholders in Meeting of Shareholders

All shareholders are entitled to attend Shareholders’ Meetings and take part in deliberations:

(i) either personally; or

(ii) by giving a proxy to another shareholder or to his spouse; or

(iii) by sending a blank proxy to the Company; or

(iv) by voting by correspondence; or

(v) by videoconference or by another means of telecommunication in accordance with the applicable statutory and regulatory provisions.

Participation in shareholders’ meetings in any manner is dependent on the registration or inscription of shares under the conditions and within the deadlines set in the current regulations.

The final date for the return of correspondence voting forms is determined by the Executive Board and indicated in the notice of the meeting published in the Bulletin des Annonces Légales et Obligatoires (BALO). This date cannot be prior to three days before the Shareholders’ Meetings.


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If a shareholder is present at a Shareholders’ Meeting, any prior vote by correspondence will have no effect for the purposes of the aforesaid Shareholders’ Meeting.

If both a proxy form and a correspondence voting form are returned, the proxy form will be taken into account, subject to the votes expressed in the correspondence voting form.

ARTICLE 30 – Representation of Shareholders

I. Any shareholder may be represented at Meeting of Shareholders by another shareholder, his spouse, his partner in a civil union or any other natural or legal person of his choice through a proxy form sent to the shareholder by the Company:

- either at his request, sent to the Company by any means. This request must have been received at the registered office at least five days prior to the Meeting of Shareholders; or

- at the initiative of the Company.

The following must be attached to any proxy form sent to shareholders by the Company, for each Meeting of Shareholders:

- the agenda of the Meeting;

- the draft resolutions presented by the Executive Board and, as the case may be, by shareholders pursuant to statutory conditions;

- a brief summary of the Company’s situation during the preceding financial year together with a table indicating the results of the Company over the past five financial years, presented in accordance with regulatory provisions;

- a form requesting the documents to be sent as provided by the regulations in force; and

- a form for correspondence voting.

A proxy given by a shareholder is only valid for one Meeting of Shareholders or for Meetings of Shareholders convened successively with the same agenda. A proxy may also be given for two Meeting of Shareholders, one Ordinary and the other Extraordinary, which are held on the same day or within fifteen days.

II. Any shareholder may vote by correspondence through a voting form sent to him by the Company:

- at his request, sent to the Company by registered mail with confirmation of receipt. This request must have been received at the registered office at least six days prior to the Meeting of Shareholders; or

- at the initiative of the Company; or

- in an appendix to the proxy form in the conditions set out in Article 30. I above.

The following must be attached to any correspondence voting form sent to shareholders by the Company:

- the draft resolutions proposed together with a summary of the reasons and an indication of the author of the resolutions;

- a form for sending the documents as provided by the regulations in force; and


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A correspondence voting form sent by a shareholder is only valid for one Meeting of Shareholders or for Meeting of Shareholders convened successively with the same agenda.

ARTICLE 31 – Attendance Register

An attendance register is kept for each Meeting of Shareholders containing the information required by law.

This attendance register, duly signed by the shareholders that are present, the agents and shareholders participating by video-conference or by another means of telecommunication in compliance with statutory and regulatory requirements, and to which are attached the powers of attorney granted to each agent and, as the case may be, the correspondence voting forms, is certified by the secretariat of the Meeting of Shareholders.

Meeting of Shareholders are chaired by the Chairman of the Supervisory Board, the Vice-Chairman or a member of the Supervisory Board delegated for such purpose by the aforesaid Council. Failing that, the Meeting of Shareholders elects its Chairman itself.

The two shareholders present with the greatest number of votes both on in their own right and as agents, and who accept such assignment, shall act as vote tellers.

The secretariat composed as such appoints a Secretary, who may be selected from outside of the shareholders.

ARTICLE 32 – Quorum

In Ordinary and Extraordinary Meeting of Shareholders, the quorum is calculated on the basis of all the shares making up the share capital and, in Special Meeting of Shareholders, all the shares of the relevant category, less shares stripped of their voting rights pursuant to statutory provisions.

The voting rights attached to shares are proportional to the portion of share capital which they represent. Each share entitling its holder to an interest in the capital or to beneficial enjoyment carries one vote.

In the case of a vote by correspondence, only completed forms received by the Company at least three days prior the Meeting of Shareholders shall be taken into account for the calculation of the quorum.

Forms which do not indicate which way to vote, or which indicate an abstention, are considered as negative votes.

ARTICLE 33 - Minutes

The deliberations of the Meeting of Shareholders are recorded in minutes drafted in a special register held at the registered office and signed by the members of the secretariat.

Copies or extracts of such minutes are certified either by the Chairman of Vice-Chairman of the Supervisory Board or by a member of the Executive Board or by the Secretary of the Meeting. If the Company is wound up, they may be validly certified by the liquidator(s).


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ARTICLE 34 – Communication of Documents

Any shareholder is entitled to receive, and the Executive Board is bound to send or provide him with the documents he requires to come to an informed decision and have an informed judgement on the management and running of the Company.

The nature of these documents and the conditions in which they are sent or provided to shareholders are determined by regulations in force.

In exercising its right to receive documents, each shareholder or his agent may be assisted by a court-registered expert.

The exercise of the right to receive documents includes the right to make copies, except with respect to inventories.

B – Provisions Specific to

Ordinary Meetings of Shareholders

ARTICLE 35 – Ordinary Meeting of Shareholders

An Ordinary Meeting of Shareholders may make any decision other than one which directly or indirectly modifies the Articles of Association.

Ordinary Meetings of Shareholders are held at least once a year, within six months of the end of each financial year, to decide on the financial statements for such financial year, subject to the extension of such period by an order of the President of the Commercial Court on petition from the Executive Board.

They are called on an extraordinary basis every time it may be in interests of the Company to do so.

When convened for the first time, Ordinary Meetings of Shareholders can only make valid decisions if the shareholders that are present, represented or voting by correspondence hold at least one fifth of the shares carrying the right to vote.

When convened for the second time, there is no quorum requirement if the original agenda has not been modified.

Ordinary Meetings of Shareholders make decisions on the basis of the majority of the votes of the shareholders that are present, represented or voting by correspondence.

C - Provisions Specific to

Extraordinary Meetings of Shareholders

ARTICLE 36 – Extraordinary Meetings of Shareholders

An amendment to any provision of the Articles of Association and, in particular, the transformation of the Company into another form of company may only be decided by an Extraordinary Meeting of Shareholders. An Extraordinary Meeting of Shareholders cannot, however, increase the undertakings of shareholders, subject to operations as a result of regrouping shares in a due and proper manner.

When convened for the first time, Extraordinary Meeting of Shareholders can only make valid decisions if the shareholders that are present, represented or voting by correspondence hold at least


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a quarter of the shares carrying the right to vote, and when convened for the second time, one fifth of the shares carrying the right to vote. If the latter quorum is not obtained, the second Meeting may be adjourned for a maximum of two months from the date at which it was convened.

An Extraordinary Meeting of Shareholders makes decisions on the basis of a majority of two-thirds of the votes held by shareholders that are present, represented or voting by correspondence or participating in the Meeting by video-conference or another method of telecommunication in accordance with statutory and regulatory provisions.

By statutory derogation from the preceding provisions, if the share capital is increased by the incorporation of profits, reserves or issue premiums, the Extraordinary Meeting of Shareholders may make decisions at the quorum and majority required for Ordinary Meeting of Shareholders.

Moreover, where an Extraordinary Meeting of Shareholders is convened to deliberate on the approval of a contribution in kind or the grant of a specific benefit, the shares of the contributing party or beneficiary shall not be taken into account in calculating the majority. The contributing party or beneficiary cannot vote either in his own right or as an agent.

D - Provisions Specific to

Special Meetings of Holders of a Category of Shares

ARTICLE 37 – Special Meeting

If there are several categories of shares, the rights attached to shares of any such category cannot be modified in any way without having been duly voted upon by an Extraordinary Meeting of Shareholders open to all shareholders and also having been voted upon by a Special Meeting open only to holders of the relevant category of shares.

When convened for the first time, Special Meetings of Shareholders can only make valid decisions if the shareholders that are present, represented, voting by correspondence or taking part in the Meeting by video-conference or any other means of telecommunication in accordance with statutory or regulatory provisions, hold at least a third of the shares carrying the right to vote, and when convened for the second time, one fifth of the shares carrying the right to vote and for which a modification of the attached rights is being proposed. Failing that, the second meeting may be adjourned by a maximum of two months from the date at which it was convened.

Special Meetings of Shareholders make decisions at a two-thirds majority of the votes of shareholders that are present or represented.

TITLE VI

FINANCIAL YEAR – ANNUAL FINANCIAL STATEMENTS

APPROPRIATION AND DISTRIBUTION OF PROFITS

ARTICLE 38 – Financial Year

The financial year begins on 1st January of each year and ends on 31st December.

ARTICLE 39 - Accounts

Accounts of corporate operations are kept in due form in accordance with the law and usual business practice.


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At the end of each financial year, the Executive Board shall draw up an inventory of the various assets and liabilities as at such date. It shall also prepare the balance sheet describing the assets and liabilities, the income statement summarising the income and charges for the financial year and the notes to the financial statements which complete and comment on the information provided in the balance sheet and income statement.

The Executive Board shall present such documents to the Supervisory Board within three months of the end of the financial year, for the purposes of verification and supervision.

It shall prepare the management report on the situation of the Company during the preceding financial year.

All such documents shall be made available to the Statutory Auditors pursuant to the conditions specified by law.

ARTICLE 40 – Appropriation of Profits

The income statement which summarises the income and charges for the financial year, after depreciation and provisions have been deducted, indicates the profit or loss of the financial year by setting forth the difference between these two amounts.

Five per cent. of the year's profit less previous losses, as the case may be, is allocated to the statutory reserve. Such allocation shall no longer be necessary once the aforesaid reserve reaches one tenth of the share capital, but will become necessary again if for any reason whatsoever the reserve falls below one tenth.

Distributable earnings consist of the net income of the financial year, less previous losses and amounts added to the reserve in accordance with the law or the Articles of Association, plus retained earnings.

Moreover, the Meeting of Shareholders may decide to distribute amounts deducted from the reserves which are available to it, expressly indicating the reserves from which the withdrawals are to be made. However, dividend is paid out in priority from the distributable income of the financial year.

Except in the case of a reduction in share capital, no distribution may be made to shareholders if shareholders’ equity is, or would become as a result of such distribution, less than the share capital plus the reserves which the law or the Articles of Incorporation do not allow to be distributed.

After the financial statements have been approved and the existence of distributable income has been acknowledged, the Meeting of Shareholders shall determine the part to be allocated to shareholders as dividends, in proportion to the number of shares held by each.

However, after the allocation of the amounts required by law to the reserve, the Meeting of Shareholders may decide to allocate all or part of the distributable income to a retained earnings account or to any general or special reserve account.

Any losses are deducted from profits from previous years until such losses are extinguished or they are carried over.

The Executive Board may decide to distribute interim dividends prior to the approval of the financial statements of the financial year, pursuant to the conditions determined or authorised by law. The amount of such instalments cannot exceed the amount of earnings as defined by law.

ARTICLE 41 - Dividends


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TRANSLATION FOR INFORMATION PURPOSES

I. The procedure for the payment of dividends is determined by the Meeting of Shareholders or, failing that, by the Executive Board. However, payment must be made within a maximum of nine months after the end of the financial year, unless such period is extended by court decision.

Shareholders may not be required to reimburse any amount of dividends unless the distribution of dividends was in violation of law.

Claims for dividends made more than five years after they have been made available for payment shall time-barred.

II. The Meeting of Shareholders convened to approve the financial statements for the financial year may grant shareholders the option of dividends or interim dividends being paid in cash or in shares issued by Company, in whole or in part, in accordance with the conditions set out or authorised by law.

TITLE VII

SHAREHOLDERS’ EQUITY FALLING BELOW ONE-HALF OF THE SHARE CAPITAL

ARTICLE 42 – Early Winding Up

If the Company's shareholders' equity falls below one-half of the share capital as a result of losses recorded in the financial statements, the Executive Board must convene an Extraordinary Meeting of Shareholders within four months of the approval of the financial statements which recorded such loss to decide whether to wind up the Company.

If it is not decided to wind up the Company, the share capital must be reduced by an amount equal to the recorded losses, within a period determined by law, if shareholders’ equity has not reached at least one-half the amount of the share capital again within such period.

In either case, the decision of the Meeting of Shareholders shall be published according to regulatory conditions.

The reduction of share capital to an amount below the statutory minimum can only be decided subject to the condition precedent of a share capital increase to at least the statutory minimum.

If the provisions of one or more of the foregoing paragraphs are not complied with, any interested party may apply to the courts for the Company to be wound up. This rule also applies if the shareholders are unable to deliberate validly.

However, the court may not wind up the Company if on the day of issue of a judgment on the substance of the matter the situation has been rectified.

TITLE VIII

WINDING-UP – LIQUIDATION

ARTICLE 43 – Winding Up

The Company shall be wound up on expiry of the term determined in the Articles of association, unless this is extended, or pursuant to a decision of an Extraordinary Meeting of Shareholders.


27

TRANSLATION FOR INFORMATION PURPOSES

The Company may also be wound up at the request of any interested party, where the number of shareholders has dropped to under seven for more than one year. In such case, the court may grant the Company a maximum of six months in which to rectify the situation. It cannot wind up the Company if on the day it issued judgment on the substance of the matter, the situation has been rectified.

The Company shall be in liquidation as from the date on which it is wound up, for any reason whatsoever.

Winding up will cause the terms of office of members of the Executive Board to terminate. The Supervisory Board and Statutory Auditors shall continue to operate.

Meeting of Shareholders shall retain the same powers as during the life of the company.

The Meeting of Shareholders which decides to wind up the company shall determine the procedure for liquidation and appoint one or more liquidators and determine their powers. The liquidator(s) shall exercise their duties in accordance with the law in force.

The Company shall continue to have legal personality for the purposes of and until the completion of its liquidation. However, its corporate name should be followed by the words "Company in liquidation" as well as the name(s) of the liquidator(s) on any instruments or documents issued by the Company to third parties.

Shares remain negotiable until the completion of liquidation.

After liabilities have been cleared, the net proceeds of liquidation are applied to the full repayment of paid up non-depreciated shares.

Any surplus shall be distributed among the shareholders in proportion to the number of shares held by each of them.

TITLE IX

DISPUTES

ARTCLE 44 - Disputes

Any dispute which may arise during the life or liquidation of the Company, either between shareholders and the Company or between the shareholders themselves, concerning corporate matters, shall be resolved in accordance with the law and submitted to the jurisdiction of the competent courts at the registered office.

To this effect, in the case of a dispute, any shareholder is bound to designate an address for service of process within the area of jurisdiction of the court of the Company's registered office, any writs or notifications shall be validly issued to that address.

If an address for service of process is not designated, writs or notifications shall be validly issued to the Public Prosecutor of the Court of First Instance in the area of the registered office.


28


To: Innate Pharma S.A. 117, avenue de Luminy 13009 Marseille France
		July 12, 2021
Our Ref:	L-312051

Ladies and Gentlemen,

Re. Registration Statement on Form S-8 of Innate Pharma S.A.

•Introduction and Purpose

a.We have acted as French counsel to Innate Pharma S.A., a société anonyme à Directoire et Conseil de Surveillance organised under the laws of France, registered with the Registre du commerce et des sociétés of Marseille under number 424 365 336 (the “Company”), in connection with the preparation and filing by the Company with the U.S. Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”).

b.The Registration Statement provides for the registration by the Company of up to 78,362 ordinary shares of the Company, €0.05 nominal value per share (the “Ordinary Shares”), including Ordinary Shares that may be issued in the form of American Depositary Shares (the “ADSs” and, together with the Ordinary Shares, the “Securities”) pursuant to the 2020 Stock Options Plan and the 2020 Bonus Free Shares Plan (together, the “Plans”).

c.In connection with the preparation and filing of the Registration Statement, we have been asked to provide opinions on certain matters, as set out below. We have taken instruction in this regard solely from the Company.

•French law

This opinion is limited to French law and is given on the basis that it will be governed by and construed in accordance with French law.

•Scope of inquiry

For the purpose of this opinion, we have examined the documents listed in the Schedule to this opinion.

•Assumptions

For the purpose of this opinion, we have made the following assumptions:

d.the extrait K-bis, the certificat en matière de procédures collectives and the copy of the statuts of the Company examined by us are and, at the time of the issue of the Ordinary Shares, will remain, complete and up-to-date;

e.the resolutions authorizing the Company to issue the Ordinary Shares, as they have been adopted by the extraordinary shareholders’ meeting of the Company, the Supervisory Board (Conseil de surveillance) of the Company and the Executive Board (Directoire) of the Company, will be in full force and effect at all times at which the Ordinary Shares are issued by the Company;

Page 1 of 4

f.the definitive terms of the issuance of the Ordinary Shares will have been established in accordance with the resolutions adopted by the extraordinary shareholders’ meeting of the Company, the Supervisory Board (Conseil de surveillance) of the Company and the Executive Board (Directoire) of the Company, the Company’s statuts and applicable law;

g.the Company will issue and deliver the Ordinary Shares in the manner contemplated in the Registration Statement and the amount of Ordinary Shares will remain within then applicable limits set forth in the applicable resolutions adopted by the extraordinary shareholders’ meeting of the Company, the Supervisory Board (Conseil de surveillance) of the Company and the Executive Board (Directoire);

h.all Ordinary Shares will be issued in compliance with applicable securities and corporate law.

•Opinion

Based on the documents referred to in the Schedule and the assumptions in paragraph 4 above and subject to the qualifications in paragraph 6 and to any matters not disclosed to us, we are of the opinion that the issuance of the Ordinary Shares that may be issued pursuant to the Plans has been duly authorized by the Company and that, upon full payment of the consideration provided therefor (to the extent applicable), the Ordinary Shares will be validly issued, fully paid and non-assessable.

•Qualifications

This opinion is subject to the following qualifications:

i.without limiting the generality of the foregoing, we have made no investigation as to the accuracy and exhaustiveness of the facts (including statements of foreign law) contained in any of the documents listed in the Schedule to this opinion;

j.this opinion is subject to any limitation arising from ad hoc mandate (mandat ad hoc), conciliation (conciliation), accelerated safeguard (sauvegarde accélérée), accelerated financial safeguard (sauvegarde financière accélérée), safeguard (sauvegarde), judicial reorganisation (redressement judiciaire), judicial liquidation (liquidation judiciaire) (including a provision that creditors' proofs of debts denominated in foreign currencies would be converted into euros at the rate applicable on the date of the court decision instituting the accelerated safeguard (sauvegarde accélérée), the accelerated financial safeguard (sauvegarde financière accélérée), the safeguard (sauvegarde), the judicial reorganisation (redressement judiciaire) and the judicial liquidation (liquidation judiciaire) proceedings), insolvency, moratorium and other laws of general application affecting the rights of creditors; and

k.it should be noted that notice of any change affecting the status of the Company may not be filed immediately with the Registre du commerce et des sociétés and as a consequence may not immediately appear on the extrait K-bis. It should also be noted that the opening of ad hoc mandate (mandat ad hoc) or conciliation (conciliation) proceedings never appears on such document.

•Reliance

l.This opinion is addressed to you solely for your benefit in connection with the Registration Statement. It is not to be transmitted to anyone else nor is it to be relied upon by anyone else or for any other purpose or quoted or referred to in any public document (other than the Registration Statement) or filed with anyone without our prior written express consent.

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m.We hereby consent to the filing with the Commission of this opinion as Exhibit 5.1 to the Registration Statement, and to the reference to Linklaters LLP under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Yours faithfully,

Linklaters LLP /s/

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SCHEDULE

•A copy of the statuts of the Company as at May 28, 2021.

•The Extrait K-bis relating to the Company, issued by the Registre du commerce et des sociétés of Marseille dated July 7, 2021.

•The certificat en matière de procédures collectives of the Company issued by the Registre du commerce et des sociétés of Marseille dated July 7, 2021.

•A copy of the 19th and 20th resolutions of the Combined General Meeting of shareholders (Assemblée Générale Mixte des actionnaires) of the Company passed on May 19, 2020, authorising the issue of the Ordinary Shares by capital increase without preferential rights to existing shareholders.

•A copy of the decision of the Supervisory Board (Conseil de surveillance) of the Company passed on May 19, 2020 authorizing the principle of the Plans and the related capital increases.

•Copies of the decisions of the Executive Board (Directoire) of the Company passed on July 13, 2020 and July 21, 2020 deciding upon the Plans and the related capital increases.

•A copy of the Registration Statement.

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Deloitte & Associés

6 place de la Pyramide

92908 Paris-La Défense Cedex France

Téléphone : + 33 (0) 1 40 88 28 00 www.deloitte.fr

Adresse postale :

TSA 20303

92030 La Défense Cedex

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8, of our report dated April 26, 2021, relating to the Consolidated financial statements of Innate Pharma and subsidiaries (the "Company") appearing in the Annual Report on Form 20-F of the Company for the year ended December 31, 2020.

/s/ Deloitte & Associés

Paris - La Défense, France

July 12th, 2021

Société par actions simplifiée au capital de 2 188 160 €

Société d’Expertise Comptable inscrite au Tableau de l’Ordre d’Ile-de-France

Société de Commissariat aux Comptes inscrite à la Compagnie Régionale de Versailles et du Centre 572 028 041 RCS Nanterre

TVA : FR 02 572 028 041

Une entité du réseau Deloitte

INNATE PHARMA S.A.

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

With a share capital of EUR 3,949,757.35

Registered office: 117, Avenue de Luminy

13009 Marseille

France

THE RULES OF THE 2020 STOCK OPTION PLAN

US Salaried Directors & Officers – SO 2020-1

By decision of the Executive Board dated 21 July 2020

•

•Framework of the allocation of subscription or purchase stock options

a.Context and general principles of the allocation of subscription or purchase stock options

These rules (the “Rules”) govern the subscription or purchase stock options plan (the “Plan") for the benefit of certain employees, directors and officers of Innate Pharma S.A. (the “Company”) or the companies or organizations referred to in Article L. 225-180 of the French Code de commerce (together, the “Innate Group”) that are residents in the United States or otherwise subject to the United States’ laws, regulations or taxation.

The Rules have been adopted by the Executive Board during its meeting held on 21 July 2020.

The Rules allow the grantees designated by the Executive Board (the "Grantees”) to receive one or more options to subscribe for new ordinary shares (the “Stock Options”) of the Company (the “Allocation”). The Stock Options will give the Grantees the right to subscribe, pursuant to and subject to the conditions described in these Rules, for new ordinary shares of the Company at the ratio of one share for one Stock Option.

The Stock Options are intended to be “incentive stock options” under Section 422 of the United States Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) and shall comply in all respect with the legal requirements relating to the administration of stock option plans under U.S. state corporate laws, U.S. federal and state securities laws and the Internal Revenue Code and the applicable laws of any foreign country or jurisdiction where Stock Options are, or will be, allocated under the Rules in order to benefit from available tax advantages.

At the time the Allocation is made, the Executive Board shall fix the period within which the Stock Options may be exercised and shall determine in the Allocation Letter (as defined herein) any conditions which must be satisfied before the Stock Options may be exercised in addition to the conditions included in these Rules. The “Vesting Period” is the period of time starting from (i) the date of the Allocation to (ii) the date on which the Stock Options become exercisable pursuant to these Rules and the Allocation Letter (as defined herein) (such date in limb (ii), the “Vesting Date”). “Vesting,” “Vested” or to “Vest” means for a Stock Option, that such Stock Option becomes exercisable.

Upon expiration of the Vesting Period, the Stock Options are Vested from the Vesting Date until the date that is the tenth anniversary of the date of Allocation (such period, the “Exercise Period”) after which the Stock Options shall not be Vested and shall lapse.

The Grantees shall be entitled to dispose of or transfer their new ordinary shares issued upon the exercise of the Stock Options, subject to Article 3.2 of these Rules.

The purposes of these Rules are:

•to attract and retain the best available personnel for positions of substantial responsibility;

•to provide additional incentive to the Grantees; and

•to promote the success of the Company’s business.

The financial benefit obtained from the Allocation is subject to a specific tax and social contributions regime.


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The Allocation is an offer that is made only to the Grantees specifically designated by the Executive Board and does not constitute an offer to the public (“offre publique”).

Each Grantee acknowledges that any Stock Option and any share issued upon exercise of any Stock Option are securities, the issuance of which by the Company requires compliance with the U.S. federal and state securities laws.

Each Grantee acknowledges that the Stock Options and the ordinary shares issued upon exercise of such Stock Option are issued to the Grantee on the condition that the Grantee makes the representations contained in this Article 1.1 to the Company. Each Grantee represents that it has made a reasonable investigation into the affairs of the Company sufficient to be well informed as to the rights and the value of the Stock Options and the ordinary shares issued upon exercise of such Stock Option.

b.Legal framework

These Rules shall be subject in all respects to the applicable laws and regulations governing the subscription or purchase of stock option plans, in particular Articles L. 225-177 and seq. of the French Code de commerce (the “Applicable Laws”).

c.Authorization by the shareholders’ general meeting of the Company dated 19 May 2020

Pursuant to the Applicable Laws, the shareholders’ general meeting of the Company held on 19 May 2020 has authorized under its nineteenth resolution the Executive Board to proceed, for the benefit of certain employees and officers of the Company and of its eligible consolidated subsidiaries as at 31 December 2019, with the allocation of subscription or purchase stock options, which, if exercised, grant the right to subscribe for a maximum number of 130,000 new ordinary shares in the aggregate.

d.Allocation decision of the Executive Board

The Executive Board has decided on 21 July 2020 to allocate certain Stock Options to certain Grantees in accordance with these Rules (the “Allocation Decision”).

The Executive Board has duly allocated the options to subscribe for new ordinary shares, and has set the exercise price at EUR 5,67 (the “Exercise Price”) pursuant to the Applicable Laws and the limits determined at the shareholders’ general meeting held on 19 May 2020.

The Grantees of the Allocation made pursuant to these Rules shall not be required to make any payment to the Company prior to the exercise of their Stock Options, at which point they shall fully pay the Exercise Price in cash to the Company, which shall be equal to the Exercise Price, multiplied by the number of Stock Options being so exercised.

Pursuant to the provisions of the Article L. 225-182 paragraph 2 of the French Code de commerce, no Stock Option may be allocated to an employee or an officer holding more than 10% of the Company’s share capital. The Stock Options shall not give the right to subscribe for a number of ordinary shares exceeding one-third of the Company’s share capital in the aggregate.

e.Maximum number of Stock Options SO 2020-1 to be allocated

The maximum number of Stock Options SO 2020-1 allocated to all Grantees is 102,000 Stock Options in the aggregate.


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f.Allocation of Stock Options and acceptance by the Grantees

i.Allocation of Stock Options

The Allocation Decision made by the Executive Board constitutes an irrevocable commitment by the Company for the benefit of the Grantees.

Each Grantee shall be individually notified of the Allocation by the Executive Board.

Each Grantee shall be informed of the specific conditions applicable to its Allocation of the Stock Options by letter in the form attached in Annex 1 (the “Allocation Letter”), which shall be sent to his or her residence or delivered by hand, and include inter alia:

•the number of Stock Options SO 2020-1 allocated to him or her;

•the nature of the Stock Options: i.e., options to subscribe for new ordinary shares;

•the Exercise Price of the allocated Stock Options;

•the bank account to which, unless notified otherwise by the Company, the Grantee shall pay the Exercise Price;

•the Vesting Date and vesting schedule set forth in the Allocation Letter;

•any other of his or her obligations; and

•a statement confirming his or her right to accept or waive the Allocation of the Stock Options under the terms set forth at Article 1.6.2 of these Rules.

A copy of these Rules shall be attached to the Allocation Letter.

ii.Acceptance of the Allocation by the Grantees

The Grantee shall acknowledge receipt of the Allocation Letter and, if he or she accepts the Allocation, and thereby agrees in writing to be bound by and to comply with the terms of these Rules.

The Grantee shall notify the Company in writing of his or her decision to accept or waive the Allocation of the Stock Options within 2 months following the date of the Allocation Decision.

In the absence of any written notice whereby the Grantee elects to accept or waive the Allocation within such timeframe, the Grantee shall be deemed to have waived the Allocation.

iii.Exercise of the Stock Options by the Grantees

A Stock Option is exercisable by delivery of (i) an exercise notice, in the form attached hereto as Annex 3 (the “Exercise Notice”), stating the election to exercise the Stock Option, the number of Shares (as defined therein) in respect of which the Stock Option is being exercised, and such other representations and agreements as may be required by the Company pursuant to the provisions of the Rules and (ii) a completed and signed copy of the SGSS exercise of stock option form attached hereto as Annex 4 (the “SGSS Form”). The Exercise Notice and the SGSS Form shall be signed by the Grantee and shall be delivered in person or by mail to the Company or its designated representative, by facsimile message to be


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immediately confirmed by mail to the Company or by electronic mail provided that delivery of such electronic mail is confirmed by written confirmation of receipt by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price pursuant to Article 2.3 of these Rules. A Stock Option shall be deemed to be exercised upon receipt by the Company or by a third party designated by the Company of (i) such fully executed Exercise Notice accompanied by the proof of payment of such aggregate Exercise Price and (ii) such fully executed SGSS Form.

•Conditions of the Allocation of the Stock Options and Grantees’ rights during the Vesting Period

g.Duration of the Vesting Period

The Vesting Period of each Allocation shall be determined by the Executive Board and set forth in the Allocation Letter. Subject to the terms and conditions of these Rules and the Allocation Letter, the Grantees may exercise their Stock Options starting from the Vesting Date.

h.General conditions and criteria of the Vesting

i.Presence Condition on the Vesting Date

i.The Allocation of any Stock Options is made in consideration of the services rendered by the Grantees as employees or officers of the Innate Group, as applicable.

ii.Subject to Article 2.2.2 of these Rules, the Vesting of any Stock Option is subject to the Grantees maintaining their employment contract or corporate mandate (“mandat social”), as applicable, on and before the Vesting Date (the “Presence Condition”). The Presence Condition will not be satisfied in the case of resignation, dismissal revocation or termination as set out below:

I.In the event of resignation of any Grantee, whether such Grantee is an employee or an officer, effective prior to the Vesting Date, such Grantee shall lose the right for his or her unvested Stock Options to Vest and such Grantee’s unvested Stock Options shall immediately lapse on the date such Grantee’s resignation becomes effective, unless otherwise determined by the Executive Board.

II.In the event of (a) dismissal of any Grantee, in case such Grantee is an employee or (b) revocation of any Grantee, in case such Grantee is an officer, in each case prior to the Vesting Date, such Grantee shall lose the right for his or her unvested Stock Options to Vest and such Grantee’s unvested Stock Options shall immediately lapse on the date of (i) his or her dismissal notice, in case such Grantee is an employee, or (ii) the revocation decision by the applicable corporate authority, in case such Grantee is an officer, in each case unless otherwise determined by the Executive Board.


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III.In the event of termination of the employment contract or the corporate mandate (“mandat social”) of any Grantee, for any other reason (but subject to Article 2.2.2), effective prior to the Vesting Date, such Grantee shall lose the right for his or her unvested Stock Options to Vest and such Grantee’s unvested Stock Options shall immediately lapse on such termination date, subject to Article 2.2.2 of these Rules and unless otherwise determined by the Executive Board.

IV.In the event of any of the foregoing Articles 2.2.1(b)(I), (II), or (iii) occurs, the Grantee shall have 3 months from the date the Grantee’s employment ceases to exercise any vested but unexercised Stock Option. If the Grantee fails to exercise any such Stock Option in such 3 month period, then any such Stock Option shall be forfeited by the Grantee.

ii.Exceptions to the Presence Condition

iii.As an exception to Article 2.2.1 of these Rules, if the Grantee ceases to comply with the Presence Condition prior to the Vesting Date, for any of the following reasons, the Stock Options shall be treated as follows, unless otherwise determined by the Executive Board:

V.In the event of death of any Grantee, pursuant to the provisions of Article L. 225-183 paragraph 3 of the French Code de Commerce, such Grantee’s heirs or assignees may, if they so desire, accelerate the Vesting of all of such Grantee’s Stock Options for their own benefit within 6 months of the date of such Grantee’s death. If the Grantee’s heirs or assignees do not claim the Stock Options by the expiration of such 6-month period, such Grantee’s heirs or assignees shall permanently lose the right to claim the Vesting of such Grantee’s Stock Options. If such Grantee’s heirs or assignees elect to claim the benefit of the Stock Options of such Grantee, such Stock Options shall Vest on the day of such election.

VI.In the event of the retirement or pre-retirement of any Grantee (either at the statutory retirement or pre-retirement age, or on an earlier or later date with the prior written consent of the applicable entity of the Innate Group), such Grantee shall continue to benefit from the Stock Options (whether such Stock Options have Vested or not at the date of his or her departure) which may be exercised according to the vesting schedule set forth in the Allocation Letter, even though such Grantee does not comply with the Presence Condition, as long as such Grantee continues to comply with these Rules, except for provisions relating to such Grantee’s duties as employee or officer of the Innate Group.

VII.In the event that the entity of the Innate Group of which any Grantee is an employee or officer ceases to be part of the


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Innate Group, such Grantee shall continue to benefit from the Stock Options (whether such Stock Options have Vested or not at the date on which such entity ceases to be part of the Innate Group) which may be exercised according to the vesting schedule set forth in the Allocation Letter, as long as such Grantee continues to comply with these Rules, except for provisions relating to such Grantee’s duties as employee or officer of the Innate Group.

VIII.In the event of the foregoing clauses (II) and (III) of this Article 2.2.2(a) occurs, if the Stock Options are not exercised within 3 months of the Grantee no longer being employed by Innate Group or any of its subsidiaries, then such Stock Option may not be eligible for “incentive stock option” treatment under Section 422 of the US Internal Revenue Code but would rather be treated as a non-qualified stock option if exercised after the 3 month period expires.

IX.In the event of the disability of a Grantee corresponding to the second or third of the categories provided by Article L. 341-4 of the French social security code (a “Disability”), the Stock Options shall be definitively acquired by the Grantee on the date of Disability and may be exercised according to the vesting schedule set forth in the Allocation Letter. For participants subject to tax in the US, provided that the disability qualifies as a “disability” under Section 22(e)(3) of the Internal Revenue Code, then the Grantee shall have one-year from the date of the disability to exercise the Grantee’s Stock Options.

iii.Company merger

In the event of a merger of the Company, the Vesting Period shall expire prior to the completion date of the merger and the Vesting of all Stock Options outstanding on that date shall be accelerated to immediately prior to completion of the merger, whether the Presence Condition has been fulfilled or not as of that date. If exercised by any Grantee, the Stock Options of such Grantee shall be exercisable as ordinary shares of the Company (and not the successor entity). The number of ordinary shares issued upon exercise of the Stock Options shall be adjusted by applying the exchange ratio of the merger and rounding up to the nearest whole number of ordinary shares.

In the event of a mandatory public tender or exchange offer, the Vesting Period shall expire prior to the commencement of the public offer and the Vesting of all Stock Options outstanding on that date shall be accelerated to immediately prior to the commencement of the public offer, whether the Presence Condition has been fulfilled or not as of that date. Upon Vesting, the Grantees shall be entitled to exercise their Stock Options and tender the ordinary shares issued upon exercise of their Stock Options in the public offer, if applicable.

In the event of a merger or other similar corporate transaction, any outstanding unexercised Stock Options may be substituted for a new statutory option or


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assumed without substitution, provided that such action is necessary to preserve the “incentive stock option” status of the Stock Option. In any such event, the substitution, assumption or modification shall be done in accordance with Section 424 of the Internal Revenue Code and the regulations thereunder. Notwithstanding the foregoing, if the Company and Grantee each agree, then the Company will not be required to preserve the “incentive stock option” status of the Stock Options in the event of any such Merger, or similar corporate transaction.

In the event of a takeover of the Company (within the meaning of Article L. 233-3 of the French Code de commerce) by one or several persons acting in concert (pursuant to Article L. 233-10 of the French Code de commerce), the Vesting Period shall expire immediately prior to the takeover date and the Vesting of all Stock Options outstanding on that date shall be accelerated to such date, whether the Presence Condition has been fulfilled or not as of that date.

i.Payment of the Exercise Price and settlement of the ordinary shares upon the exercise of the Stock Options

Subject to Vesting, if a Grantee desires to exercise its Stock Options, such Grantee shall provide the Company prior written notice in the form of the Exercise Notice pursuant to Article 1.6.3 of these Rules and pay the total full amount equal to Exercise Price multiplied by the number of Stock Options being exercised to the bank account set out in the Allocation Letter (or such other bank account as specified by the Company, including at the exercise time).

The Grantee’s right to exercise its Stock Options is subject to his or her compliance in all respects with all applicable laws and regulations, including the French Code monétaire et financier, the general regulation of the Autorité des marchés financiers, the European Regulation No 596/2014 on market abuse, with respect to inside information, and the U.S. federal and state securities laws.

Upon exercise of its Stock Options by any Grantee, and subject to compliance with this Article 2.3, the Company shall transfer to the Grantees by registration in a pure registered securities account the applicable number of new ordinary shares.

j.Additional conditions to the Allocation

“Incentive stock options” may only be allocated to Grantees who meet the definition of “employees” under Section 3401(c) of the Internal Revenue Code.

The aggregate fair market value of the ordinary shares of the Company (determined as of the respective date or dates of Grant) for which one or more Stock Options allocated under the Rules or any other stock option program of the Company (or any parent or entity of the Innate Group) that may be exercised as “incentive stock options” in any one calendar year shall not exceed USD 100,000. To the extent a Grantee holds 2 or more such Stock Options which can be exercised for the first time in the same calendar year, the foregoing limitation on the exercisability of such Stock Options as Incentive Options shall be applied on the basis of the order in which such Stock Options are granted, except to the extent otherwise provided under applicable law or regulation.

In order to receive the preferential tax treatment provided by an “incentive stock option” under Section 422 of the Internal Revenue Code, any ordinary shares acquired by exercise of an “incentive stock option” cannot be sold or otherwise disposed of within two years


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after the Date of Grant of the “incentive stock option” or within one year after the acquisition of the ordinary shares by the Grantee.

If the ordinary shares acquired upon exercise of an “incentive stock option” are disposed of in a “disqualifying disposition” within the meaning of Section 422 of the Code by a Grantee prior to the expiration of either two years from the date of Allocation of such Option or one year from the transfer of ordinary shares to the Grantee pursuant to the exercise of such Option, or in any other disqualifying disposition within the meaning of Section 422 of the Code, such Grantee shall notify the Executive Board in writing as soon as practicable thereafter of the date and terms of such disposition and, if the Company thereupon has a tax-withholding obligation, the Grantee shall pay to the Company an amount equal to any withholding tax the Company is required to pay as a result of the disqualifying disposition.

k.Additional conditions to the exercise of Stock Options held by US Beneficiaries

i.Legal Compliance

The ordinary shares of the Company issuable to a Grantee residing in the United States or otherwise subject to United States’ laws, regulations or taxation shall not be sold or issued pursuant to the exercise of Stock Options unless the exercise of such Options, and the issuance or sale and delivery of such ordinary shares comply with applicable laws in all respects including, without limitation, the French Code de Commerce, the U.S. Securities Act of 1933, as amended, the U.S. Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, Applicable Laws and the requirements of any stock exchange or quotation system upon which the ordinary shares of the Company may then be listed or quoted.

ii.Investment Representations

As a condition to the exercise of a Stock Option held by a Grantee residing in the Unites States or otherwise subject to United States’ laws, regulations or taxation, the Company may require the person exercising such Stock Option to represent and warrant at the time of any such exercise that the ordinary shares issuable upon exercise of such Stock Option are being subscribed or purchased only for investment and without any present intention to sell or distribute such ordinary shares if, in the opinion of counsel for the Company, such a representation is required.

•Rights and obligations attached to the new ordinary shares received upon exercise of the Stock Options

l.Nature and category of the new ordinary shares received

The new ordinary shares received upon exercise of the Stock Options shall, as of their settlement date, have the same rights as the rights attached to ordinary shares of the Company’s share capital.

In particular, the new ordinary shares received upon the exercise of the Stock Options shall accrue rights from January 1 of the fiscal year of issuance and, as a consequence, shall be fully fungible with the Company’s existing ordinary shares starting on the date of issuance.

m.Officers’ obligation to hold the ordinary shares in registered form

Pursuant to Article L. 225-185 of the French Code de commerce, any officer of the Company/any entity of the Innate Group receiving Stock Options under these Rules shall retain at least 15% of the number of new ordinary shares received upon exercise of their


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Stock Options in registered form until the termination of their duties as officers of the Company.

•Adjustment of the Exercise Price in the event of certain transactions

In the event of certain transactions as described in Annex 2 of these Rules, the Exercise Price of the Stock Options shall be adjusted to reflect the impact of such transaction pursuant to the provisions of the Articles L. 225-181 and R. 225-137 and seq. of the French Code de commerce and Annex 2 of these Rules.

For purposes of any adjustment made pursuant to Annex 2, the Executive Board shall determine the new exercise price of the Stock Options and notify the Grantees of the new exercise price.

•Binding nature of the Rules

These Rules shall be binding upon and inure to the benefit of the Company and the Grantees.

By accepting any Stock Option allocated to a Grantee under these Rules, such Grantee agrees to comply with any applicable laws and regulations and the terms of these Rules and the Allocation Letter. Any violation of any applicable laws or regulations by any Grantee shall trigger the lapse of the Stock Options of such Grantee which have not Vested on the date of such violation or, if such Stock Options have Vested, which have not been exercised on such date, without any right to compensation or indemnity whatsoever.

Any dispute or legal proceedings (a) between any subsidiary of the Innate Group and any Grantee or (b) relating to any Grantee’s Stock Options or his or her obligations under these Rules shall suspend the Vesting of such Grantee’s Stock Options and the right to exercise the Stock Options held by such Grantee until the resolution of such dispute or legal proceedings, as the case may be, by a final, binding and non-appealable court decision. In case such final, binding and non-appealable court decision determines that the Grantee breached any of its obligations under these Rules or the Allocation Letter, the Stock Options held by such Grantee which have not Vested on the date of such violation or, if such Stock Options have Vested, which have not been exercised on such date shall lapse without any right to compensation or indemnity whatsoever.

•Notices

Any notice under these Rules shall be in written form, in English or in French language, and, if addressed to the Company, sent to the registered office of the Company (or any other address mentioned by the Company or any representative on its behalf in writing) and, if addressed to the Grantee, be personally handed to him or her at his or her usual place of work or sent to the address communicated in writing by him or her to the Company for this purpose, or by any other means of communication authorized by applicable law. If such notice is sent by way of registered letter with acknowledgement of receipt, the notice shall be deemed received on the day of delivery.


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•Entry into force of the Rules – Amendment – Interpretation - Compliance

n.Entry into force of the Rules

These Rules shall become effective upon and on the date of their adoption by the Executive Board. For the avoidance of doubt, these Rules have been adopted by the Executive Board on 21 July 2020 (the “Effective Date”).

o.Amendments to the Rules

i.These Rules may be amended by the Executive Board (a) without the consent of the Grantees, if the Executive Board determines in its sole discretion that such amendment does not materially adversely affect the rights of the Grantees under these Rules or (b) by mutual agreement between the Company and any Grantee whose rights are affected by such amendment.

ii.Notwithstanding anything to contrary in Article 7.2.1 of these Rules, in the event of any change in law, regulation or accounting standards, or change in the interpretation thereof, adversely affecting the Company, any subsidiary of the Innate Group or the Grantee, including, for the avoidance of doubt, any change to or interpretation of the tax treatment (including, for the avoidance of doubt, the “charges sociales”) of the Stock Options allocated pursuant to these Rules, these Rules may be amended by the Executive Board, in its sole discretion and without the consent of the Grantees, if such amendment is desirable to the Company in light of such change in law, regulation or accounting standards, or change in the interpretation thereof and without regard to adverse effects or potential adverse effects on the Grantees. For example, the Executive Board may decide to (a) shorten or extend the Vesting Period, (b) implement a holding period, and/or (c) delete, amend or add any condition to the Vesting.

iii.No amendment to these Rules shall give any Grantee any right to compensation whatsoever or in a manner, even if such amendment adversely affects the rights of the Grantees in general or any Grantee in particular. The Company shall notify the Grantees as soon as reasonably possible, individually and in writing, or by any other means as reasonably determined by the Executive Board, of any amendment to these Rules which affects their rights under these Rules.

p.Interpretation of the Rules

The Executive Board shall interpret the provisions of these Rules pursuant to the Applicable Laws applicable on the Effective Date.

In case of a conflict between these Rules and any other document, these Rules shall prevail.

If any provision of these Rules, including any phrase, sentence or Article is inoperative or unenforceable for any reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions of these Rules contained invalid, inoperative, or unenforceable to any extent whatsoever.

q. Compliance with the Rules

These Rules shall be subject in all respects to the Applicable Laws. The right of the Executive Board to (a) waive certain conditions of these Rules, (b) amend these Rules


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pursuant to Article 7.2 of these Rules, and (c) interpret these Rules pursuant to Article 7.3 of these Rules shall not be exercised in a way that would render such Applicable Laws inapplicable or to dispute the tax treatment (including, or the avoidance of doubt, the “charges sociales”) of the Stock Options for the Grantees, the Company or any subsidiary of the Innate Group.

r.Duration

These Rules shall remain in force until the expiration of the Exercise Period of any Stock Option, on which date these Rules shall terminate with respect to such Stock Options.

•Applicable law – Jurisdiction - Language

The Rules are governed by French law.

Any dispute relating to the validity, the construction or the performance of the Rules shall be submitted to the exclusive jurisdiction of the Aix en Provence Court of Appeal.


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Annex 1

Template Allocation Letter addressed to each Grantee to inform them of the Allocation of the Stock Options

INNATE PHARMA S.A.

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

With a share capital of EUR 3,949,757.35

Registered office: 117, Avenue de Luminy

13009 Marseille

France

(The “Company”)

[name of the Grantee]
[address of the Grantee]

Marseille, _______ 2020

Registered mail with acknowledgment of receipt or personally handed letter

Subject: The Company’s Stock Option allocation plan

Dear [Mrs./Mr.],

We are pleased to inform you that, pursuant to the shareholders’ general meeting held on 19 May 2020, the Executive Board decided on 21 July 2020 to freely allocate _____ Stock Options SO US 2020-1 (the “Stock Options”) for the benefit of certain officers and employees of the Company. All Stock Options granted to you are intended to qualify as “incentive stock options” in accordance with Section 422 of the Internal Revenue Code and will be construed in accordance with the provisions of Section 422 of the Code so as to preserve their status as “incentive stock options”.

The Executive Board of the Company proposes to allocate a certain number of Stock Options US 2020-1 for your benefit, each giving the right to subscribe for 1 new ordinary share of the Company, subject to the terms and conditions of the rules of the Stock Options allocation plan adopted by the Executive Board (the “Rules”) and this Allocation Letter. Options are governed by Articles L. 225-177 and following of the French Code de Commerce. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Rules.

Reference number of Allocation: Stock options US 2020-1


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Date of Allocation Decision: [21 July 2020]

Vesting Date: [1/3 on 21 July 2021]

[1/3 on 21 July 2022]

[1/3 on 21 July 2023]

Total Number of Options allocated: [ ]

Exercise Price: [EUR 5,67]

Type of Options: [incentive stock options]

Vesting Schedule:

Unless otherwise determined by the Board, if you accept this Allocation, you may exercise the Stock Options on the basis of the following initial vesting schedule, subject to the terms and conditions of the Rules and this Allocation Letter:

•First, [1/3 of the Stock Options, i.e., ______Stock Options], as from the first anniversary of the date of Allocation Decision, i.e., from 21 July 2021;

•then, [1/3 at the expiration of each anniversary date of allocation decision. i.e., ______ Stock Options on 21 July 2022 and _____ Stock Options on 21 July 2023], following the first anniversary of the date of the Allocation Decision,

•at the latest within 10 years as from the date of the Allocation Decision or, in case of death or disability as set forth in Articles 2.2.2(a)(I) and 2.2.2(a)(V) of the Rules during such 10 year period, 6 months as from the date of the death or disability, and

•All unvested Stock Options shall be forfeited upon a termination of employment other than for death or disability, and you shall have 3 months from the date of your termination to exercise any vested but unexercised Stock Options. After the 3 month period has expired, then such Stock Options shall be forfeited.

Unless subsequently notified, upon exercise of any Stock Options, you must pay the full amount, in cash, equal to the exercise price multiplied by the number of Stock Option being so exercised, to the bank account of the Company set forth on the SGSS Form attached as Annex 4 to the Rules and provide written notice in the form of the Exercise Notice attached as Annex 3 to the Rules.

Please find attached to this Allocation Letter:

–the Company’s shareholders’ general meeting resolutions dated 19 May 2020 as Exhibit A;

–the decision of the Executive Board dated 21 July 2020 relating to this Allocation of Stock Options as Exhibit B;

–the Rules as Exhibit C;

–the Exercise Notice as Exhibit D; and

–the SGSS Form as Exhibit E.

Please read the Rules carefully as they set out the terms and conditions of the Allocation of the Stock Options and their exercise and will apply to you, should you wish to accept the Allocation.

Stock Option Holding Requirement


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(a) If the new ordinary shares acquired by exercise of an “incentive stock option” are sold or otherwise disposed of by you within 2 years after the Date of Allocation of the “incentive stock option” or within 1 year after the acquisition of the new ordinary shares by you, immediately before the disposition you shall promptly notify the Executive Board in writing of the date and terms of the disposition and shall provide any other information regarding the disposition that the Executive Board may reasonably require.

(b) If new ordinary shares acquired upon exercise of an “incentive stock option” are disposed of in a disqualifying disposition within the meaning of Section 422 of the Code by you prior to the expiration of either 2 years from the date of grant of such Option or one year from the transfer of ordinary shares to you, pursuant to the exercise of such Option, or in any other disqualifying disposition within the meaning of Section 422 of the Code, you shall notify the Executive Board in writing as soon as practicable thereafter of the date and terms of such disposition and, if the Executive Board determines that the Company has a tax-withholding obligation, you shall pay to the Company an amount equal to any withholding tax the Company (or Affiliate) is required to pay as a result of the disqualifying disposition.

Transferability.

Stock Options granted to you may not be transferred, other than by will or the laws of descent and distribution.

As a grantee of Stock Options, we inform you that you have the option to either accept this Allocation or waive it. Consequently, we would be grateful if you could inform us of your decision by ticking the corresponding box below and return a countersigned copy of this Allocation Letter at the Company’s registered office before ________ 2020. If we do not receive your response before that date, you will be deemed to have waived the Allocation of Stock Options and will forfeit your right to receive such Stock Options. We thank you in advance and send our warmest greetings.

________________________________

Mondher Mahjoubi, M.D.
Chairman of the Executive Board of the Company


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FORM

As Stock Options grantee:

I accept the Allocation. I declare that I have reviewed the Rules and this Allocation Letter in their entirety, have had the opportunity to obtain advice of counsel prior to executing this Allocation Letter and fully understands all provisions of the Rules and this Allocation Letter. I expressly acknowledge and agree that the provisions of the Rules and this Allocation Letter apply to me.

I expressly waive the allocation of Stock Options offered to me.

________________________________

[Identity of the Grantee]


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Exhibit A

The Resolutions

[See attached]


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Exhibit B

The Decision of the Executive Board

[See attached]


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Exhibit C

The Rules

[See attached]


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Exhibit D

The Exercise Notice

[See attached]


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Exhibit E

The SGSS Form

[See attached]


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Annex 2: Adjustment Rules

Pursuant to Articles L. 225-181 and R. 225-137 of the French Code de commerce and subject to the terms and conditions of the rules of the Stock Options allocation plan adopted by the Executive Board (the “Rules”), the Company shall take the measures required by law to ensure the protection of the Grantees of the Stock Options within the conditions set forth in Article L. 228-99 of the French Code de commerce. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Rules. In particular, upon consummation of the following transactions (the “Covered Transactions”) for which the Record Date (as defined below) is set on any date preceding the exercise date of the Stock Options, the exercise price of the Stock Options that have not been exercised shall be adjusted as described in this Annex 2. Covered Transactions include in particular:

•grant of listed subscription preferential rights or free allocation of listed warrants;

•free allocation of shares to the shareholders, consolidation or division of shares;

•incorporation of reserves, profit or premiums through an increase in the nominal amount of the shares;

•distribution of reserves or premiums in cash or in kind;

•free allocation to the shareholders of any securities other than the Company’s shares;

•change in the distribution of profits and/or creation of preference shares;

•share capital amortization; and

•purchase by the Company of its own shares listed on a regulated market at a price higher than the then market price.

The “Record Date” is the date on which the ownership of the shares of the Company is set in order to determine the beneficiary shareholders of the transaction.

In case of adjustments to the Exercise Price (as defined in the Rules) of the Stock Options made pursuant to paragraphs 1.1 to 1.7 below, and, as the case may be, adjustments to the number of shares to be issued upon exercise of the Stock Options made pursuant to paragraph 2 below, the adjusted exercise price shall be rounded up to one hundredth of a euro and the adjusted number of shares shall be rounded up to the nearest whole number of shares to be issued upon exercise of the Stock Options.

Pursuant to Article R. 225-141 of the French Code de commerce, any adjustment to the Exercise Price shall not result in a reduction of such exercise price below the nominal amount of the share.

For purposes of this Annex 2, “Pre-Adjustment Exercise Price” means the Exercise Price of the Stock Options before giving effect to the adjustment arising from a Covered Transaction and “Post-Adjustment Exercise Price” means the exercise price of the Stock Options immediately after giving effect to the adjustment arising from a Covered Transaction.


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•Grant of listed preferential subscription rights or free allocation of listed warrants;

s.Grant of listed preferential subscription rights:

The Post-Adjustment Exercise Price shall be equal to the Pre-Adjustment Exercise Price, multiplied by the inverse of the following ratio:


Value of the share after detachment of the preferential subscription right + Value of the preferential subscription right
Value of the share after detachment of the preferential subscription right

For purposes of calculating this ratio, “value of the share after detachment of the preferential subscription right” and “value of the preferential subscription right” shall be equal to the arithmetic average of the opening market prices of the share or the preferential subscription right, as applicable, quoted on Euronext Paris (or, in the absence of trading on Euronext Paris, on another regulated market or similar on which the shares of the Company or the preferential subscription rights are listed) on each trading day within the subscription period.

t.Free allocation of listed warrants to shareholders granting such shareholders the right to participate in a placement of securities issued through the exercise of the warrants not exercised by their owners subsequent to the subscription period open to them:

i.The Post-Adjustment Exercise Price shall be equal to the Pre-Adjustment Exercise Price, multiplied by the inverse of the following ratio:


Value of the share after the detachment of the warrant + Value of the warrant
Value of the share after detachment of the warrant

ii.For purposes of calculating this ratio:

i.“value of the share after detachment of the warrant” shall be equal to the daily volume-weighted average of (i) the prices of the shares of the Company quoted on Euronext Paris (or, in the absence of trading on Euronext Paris, on another regulated market or similar on which such shares are listed) during all of the trading days within the subscription period and, (ii) (a) if such shares are fungible with the existing ordinary shares, the sale price of the shares sold in connection with the offering, applying the volume of shares sold in the placement to the sale price, or (b) if such shares are not fungible with the existing ordinary shares, the trading prices of the shares on Euronext Paris (or, in the absence of trading on Euronext Paris, on another regulated market or similar market on which such shares are listed) on the date the sale price of the shares sold in the placement is set; and

ii.“value of the warrant” shall be equal to the daily volume-weighted average of (i) the price of the warrant quoted on Euronext Paris (or, in the absence of trading on Euronext Paris, on another regulated market or similar on which such warrant is listed) during all the trading days within the


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subscription period and, (ii) the warrant’s implicit value as derived from the sale price of the shares sold in the placement, which shall be equal to the difference (if positive), adjusted for the exercise ratio of the warrants, between the sale price of the shares sold in the placement and the subscription price of the shares through exercise of the warrants, applying to this amount the corresponding number of warrants exercised in respect of the shares sold in the placement.

u.Free allocation of shares to the shareholders and division or consolidation of shares:

i.The Post-Adjustment Exercise Price shall be equal to the Pre-Adjustment Exercise Price, multiplied by the inverse of the following ratio:


Number of shares constituting the share capital after the transaction
Number of shares constituting the share capital before the transaction

v.Distribution of reserves or cash premiums in cash or in kind:

i.The Post-Adjustment Exercise Price shall be equal to the Pre-Adjustment Exercise Price, multiplied by the following ratio:


Value of the share before the distribution
Value of the share before the distribution – Amount of the distribution per share or value of the securities or value of the assets delivered per share

For purposes of calculating this ratio:

iii.“value of the share before the distribution” shall mean the daily volume-weighted average of the prices of the shares of the Company quoted on Euronext Paris (or, in the absence of trading on Euronext Paris, on another regulated market or similar on which such shares are listed) of the last 3 trading days preceding the date of the distribution; and

iv.“amount of the distribution per share or value of the securities or value of the assets delivered per share” shall mean :

iv. if the distribution is made in cash, the amount of such distribution

v.If the distribution is made in kind:

X.in the case of distribution of listed securities on a regulated market or similar, the value of the distributed securities will be determined in the same manner as the value of the share before the distribution as provided above ;

XI.in the case of distribution of securities which are not listed on a regulated market or similar, the value of the distributed securities will be equal, if they are expected to be listed on a regulated market or similar within the 10 trading days’ period starting on the 1st trading day on which the shares are quoted ex-distribution, to the volume-weighted average price of such securities over the period comprising the first 3 trading days


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included in such period during which such securities are listed; and

XII.in the other cases (distributed securities not listed on a regulated market or similar or listed for less than 3 trading days within the 10 trading days period mentioned above or in the case of the distribution of assets), the value of the securities or the assets distributed per share shall be determined by an internationally-renowned independent adviser to be selected by the Company.

w.Free allocation of securities other than the Company’s shares:

The Post-Adjustment Exercise Price shall be equal to the Pre-Adjustment Exercise Price, multiplied by the inverse of the applicable following ratio:

i.If the right to free allocation of securities is listed on Euronext Paris (or, in the absence of trading on Euronext Paris, on another regulated market or similar):


Value of the ex-right share subject to the free allocation + Value of the free allocation right
Value of the ex-right share subject to the free allocation

For purposes of calculating this ratio:

v.“value of the ex-right share subject to the free allocation” shall be equal to the daily volume-weighted average of the prices quoted on Euronext Paris (or, in the absence of trading on Euronext Paris, on another regulated market or similar on which the ex-right share subject to the free allocation is listed) of the ex-right share subject to the free allocation for the first 3 trading days beginning on the date on which the Company’s ex-right share subject to the free allocation is listed; and

vi.If the ex-right share is not listed on any of the first 3 trading days, “value of the ex-right share subject to the free allocation” shall be determined by an internationally-renowned independent adviser appointed by the Company in its sole discretion.

ii.If the right to free allocation of securities is not listed on Euronext Paris (or on another regulated market or similar):


Value of the ex-right share subject to the free allocation + Value of the security(ies) allocated per share
Value of the ex-right share subject to the free allocation

For purposes of calculating this ratio:

vii.“value of the ex-right share subject to the free allocation” shall be determined in accordance with paragraph 1.5.1 above; and

viii.if the allocated securities are listed or are expected to be listed on Euronext Paris (or, in the absence of trading on Euronext Paris, on another regulated market or similar) within 10 trading days of the listing date of the ex-


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distribution shares, “value of the security(ies) allocated per share” shall be equal to the daily volume-weighted average of the price of such securities quoted on such market for the first 3 trading days following the listing of such securities. If the allocated securities are not listed on any of the first 3 trading days, “value of the allocated security(ies) allocated per share” shall be determined by an internationally-renowned independent adviser appointed by the Company in its sole discretion.

x.Change by the Company in the distribution of profits and/or the creation or issuance of preference shares:

i.The Post-Adjustment Exercise Price shall be equal to the Pre-Adjustment Exercise price, multiplied by the inverse of the following ratio:


Value of the share before the change
Value of the share before the change - Reduction per share of the right to profits

For purposes of calculating this ratio:

ix.“value of the share before the change” shall be equal to the daily volume-weighted average of the price of the shares of the Company quoted on Euronext Paris (or, in the absence of trading on Euronext Paris, on another regulated market or similar on which such shares are listed) for the last 3 trading days preceding the date of the change; and

x.“reduction per share of the right to profits” shall be determined by an internationally-renowned independent adviser appointed by the Company in its sole discretion.

Notwithstanding the above, if preference shares are issued with preferential subscription rights or through free allocation to shareholders of warrants on such preference shares, the Post-Adjustment Exercise Price shall be calculated in accordance with paragraphs 1.1 or 1.5 above.

y.Amortization of share capital:

i.The Post-Adjustment Exercise Price shall be equal to the Pre-Adjustment Exercise Price, multiplied by the inverse of the following ratio:


Value of the share before the amortization
Value of the share before the amortization - Value of the amortization per share

For purposes of calculating this ratio, “value of the share before the amortization” shall be equal to the daily volume-weighted average of the price of the shares of the Company quoted on Euronext Paris (or, in the absence of trading on Euronext Paris, on another regulated market or similar on which such shares are listed) for the last 3 trading days preceding the date on which the ex-amortization shares are listed.


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•Purchase by the Company of its shares listed on a regulated market at a higher price than the then market price:

The adjusted number of shares to be issued upon exercise of the Stock Options that may be allocated to each Grantee shall be equal to the unadjusted number of shares to be issued upon exercise of the Stock Options, multiplied by the following ratio:


Percentage of share capital purchased by the Company * (Purchase price per share paid by the Company – Value of the share before the purchase)
Value of the share before the purchase

For purposes of calculating this ratio, “value of the share before the purchase” shall be equal to the daily volume-weighted average of the prices quoted on Euronext Paris (or, in the absence of trading on Euronext Paris, on another regulated market or on similar market on which the share is listed) for the last 3 trading days preceding the date on which the ex-purchase shares are listed.


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Annex 3: Exercise Notice

Innate Pharma S.A.
Société Anonyme having a share capital of EUR 3,949,757.35
Registered office:

117, Avenue de Luminy

13009 Marseille

France
SIREN 424 365 336 RCS Marseille

RULES OF THE 2020 STOCK OPTION PLAN
EXERCISE NOTICE
(Share Subscription Form)

INNATE PHARMA S.A.

117, Avenue de Luminy

13009 Marseille

France [ ], [ ]

Attention: [ ]

1. Exercise of Options. Effective as of today, ___________, ____________, the undersigned (“Grantee”) hereby elects to subscribe for _________________ ( ) new ordinary shares (the “Shares”) of the share capital of Innate Pharma S.A. (the “Company”) under and pursuant to the Company’s Rules of the 2020 Stock Option Plan (the “Rules”) adopted by the Executive Board on 21 July 2020. The Exercise Price for the Shares shall be EUR 5,67 as required by the Rules.

2. Delivery of Payment. Grantee herewith delivers to the Company the full Exercise Price for the Shares.

3. Representations of Grantee. The Grantee acknowledges that Grantee has received, read and understood the Rules and agrees to abide by and be bound by their terms and conditions.

4. Rights as Shareholder. Until the issuance (as evidenced by the appropriate entry on the books of the Company) of the Shares, the Grantee shall have, as a Grantee, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the new ordinary shares, except those the Grantee may have as a shareholder of the Company. No adjustment will be made for rights in respect of which the record date is prior to the issuance date for the Shares, except as provided in Articles 2.2.4 of the Rules.

5. Tax consultation. The Grantee understands that Grantee may suffer adverse tax consequences as a result of Grantee’s subscription or disposition of the Shares. Grantee represents that Grantee has consulted with any tax consultants Grantee deems advisable in connection with the subscription or disposition of the Shares. The Grantee is not relying on the Company for any tax advice.

6. Entire Agreement - Governing Law. The Rules are incorporated herein by reference. This Exercise Notice, the Rules and the Grant Letter constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee with respect to the subject matter hereof, and may not be modified adversely to the Grantee’s interest except by means of a writing signed by the Company and Grantee. This agreement is governed by the laws of the Republic of France.


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This Exercise Notice is delivered in two originals copies, one of which shall be returned
to the Grantee.


Submitted by: GRANTEE1						Accepted by: Innate Pharma S.A.
Signature						Signature

						Its:
Print Name
Address:

1 The signature of the Optionee must be preceded by the following manuscript mention “accepted for formal and irrevocable subscription of [ ] ordinary shares”.


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Annex 4: SGSS Form

[See attached.]


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INNATE PHARMA

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

Share capital of 3,945,638.55 euros

Registered office: 117, Avenue de Luminy, 13009 Marseille

424 365 336 R.C.S. Marseille

TERMS AND CONDITIONS FOR THE

FREE SHARES GRANT PROGRAM OF

INNATE PHARMA

AGA Bonus 2020-1

By decision of the Executive Board dated July 13, 2020

Free translation – for information purpose only

•Framework for the free shares allocation operation

a.Framework and general principle for the free shares allocation operation

The purpose of these terms and conditions (the “Terms and Conditions”) is to govern the free shares allocation plan (the “Allocation Plan”) put in place to the benefit of employed members of the Executive committee, employed senior executives and/or corporate officers of the company, Innate Pharma (the “Company”), as well as entities linked to the Company within the meaning of Article L. 225-197-2 of the French Commercial Code (together, “Innate Pharma Group”).

The Terms and Conditions were approved by the Executive Board on July 13, 2020.

The Terms and Conditions enable the beneficiaries designated by the Executive Board (the “Beneficiaries”) to receive, free of charge, one or more existing or new ordinary shares (the “Free Shares”) of the Company (the “Allocation”).

Except in the individual cases provided for by the Terms and Conditions, the Free Shares will not be fully vested until the end of a period equal to one year starting from the date of the Allocation decision, subject to compliance with the conditions and criteria provided for in Article 2.2 of the Terms and Conditions (the “Vesting Period”). During the Vesting Period, the Beneficiaries shall not be the owners of the Free Shares and the rights resulting from such shares are non-transferable. The Beneficiaries eventually become the owners of the Free Shares on the full vesting of the shares at the end of the Vesting Period (the “Definitive Vesting”), as defined in Article 2.1 of the Terms and Conditions.

Starting from the Definitive Vesting date, the fully vested Free Shares will become freely transferrable at the end of a retention period of one year during which the Beneficiaries will be formally prohibited to transfer the Free Shares attributed (the “Retention Period”), subject to the cases mentioned in Article 3.3 of the Rules.

At the end of the Retention Period, the Beneficiaries may freely dispose of their Free Shares.

The Beneficiaries thus are associated with the Company’s performance through (i) the conditions of Definitive Allocation defined in Article 2.2 of the Terms and Conditions and (ii) the evolution of the value of the Free Shares.

The financial benefit obtained due to the Allocation is subject to a specific regime regarding fiscal and social security contributions. The Beneficiary should make their own inquiries about the fiscal and social security regime applicable to him or her on the relevant date.

As needed, it is specified that the Allocation is an offer reserved for the Beneficiaries designated by the Executive Board on a limited basis, and that it does not represent a public offer.

None of the provisions of the Terms and Conditions constitute an element of the Beneficiary’s employment contract. The rights and obligations resulting from the working relationship between the Beneficiary and the Company cannot in any case be affected by the Terms and Conditions, from which they are totally separate. Therefore, participation in the Allocation Plan shall not confer any right regarding the continuation of a working relationship.


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b.Legal Framework

These Terms and Conditions are subject to the current French legal and regulatory provisions in effect as of the date of the Terms and Conditions governing free shares allocation plans, particularly Articles L. 225-197-1 et seq. of the French Commercial Code.

c.Authorisation of the Shareholders’ General Meeting of May 19, 2020

In accordance with the aforementioned legal provisions, the Company Shareholders’ General Meeting held on May 19, 2020 authorised in its 20th resolution the Executive Board to proceed, to the benefit of members of the Executive committee, employed senior executives and/or corporate officers of the Company and its consolidated subsidiaries as of December 31, 2019, eligible within the meaning of the foresaid provisions, to the allocation of a maximum of 200,000 new or existing Free Shares.

d.Allocation decision by the Executive Board

The Executive Board decided on July 13, 2020 to allocate the Free Shares to the Beneficiaries under the terms and conditions laid out in the Terms and Conditions (the “Allocation Decision”). This Allocation Decision represents the starting point of the Vesting Period.

The Beneficiaries of the Allocation carried out in accordance with the Terms and Conditions are not required to make any payment to the Company.

No Free Share may be allocated to a salaried staff member or executive officer holding more than 10% of the Company share capital or for whom the Allocation would have the effect of increasing their ownership stake beyond 10% of the Company share capital.

According to the Executive Board’s decision, the Free Shares granted may be new shares to be issued by the Company which may only be issued as part of the Allocation. If all of the Free Shares are fully vested, the issuance of the Free Shares will be the effected through a Company share capital increase through the special incorporation of all or part of the available reserve accounts, particularly the “issuance premium” account.

e.Maximum number of Free Shares “AGA Bonus 2020-1” to be allocated

The maximum number of Free Shares “AGA Bonus 2020-1” allocated to the Beneficiaries is set at 62,839 Free Shares.

f.Allocation of the Free Shares and acceptance by the Beneficiaries

i.Allocation of the Free Shares

The Allocation Decision of the Free Shares by the Executive Board represents an irrevocable commitment made by the Company to the Beneficiaries.


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The Allocation is notified individually to each Beneficiary by the Executive Board acting by delegation from the Company Shareholders’ General Meeting held on May 19, 2020.

Each eligible Beneficiary will be informed of the special terms and conditions applicable to the Free Shares Allocation by letter, a template of which is available in Appendix 1, sent to their home or delivered by hand, specifying:

•the number of Free Shares “AGA Bonus 2020-1” allocated as well as their terms and conditions;

•the Definitive Vesting date and the date of the end of the Retention Period;

•any other obligation applicable to the Beneficiary; and

•its right to accept or reject the Free Shares Allocation according to the terms and conditions established in Article 1.6.2 of the Terms and Conditions.

A copy of the Terms and Conditions is sent by email to the Beneficiary. The Beneficiary must acknowledge receipt of that letter and agree to comply with the Terms and Conditions and particularly with the Retention Period.

ii.Acceptance of the Allocation by the Beneficiaries

The Beneficiary shall declare their choice (acceptance or rejection) regarding the Free Shares Allocation by returning to the Company, within 30 days of the Allocation Decision, depending on their choice:

•the acknowledgement of receipt form, expressly accepting the Allocation as well as all of the Terms and Conditions (which he will have received by email) duly filled out and signed; or

•the Allocation refusal form, duly filled out and signed.

If no response is received within this time period, their acceptance of the Free Shares Allocation and the provisions of the Terms and Conditions will be assumed.

•Definitive Vesting conditions of the Free Shares and rights acquired by the Beneficiaries during the Vesting Period.

m.Duration of the Vesting Period

The Beneficiaries will be allocated the Free Shares free of charge and definitively, and will become the owners of the shares at the time of the Definitive Vesting upon the expiration of the Vesting Period (subject to compliance with the terms and conditions provided for above in Article 2.2 of the Terms and Conditions), which is one year starting from the Allocation Decision date.

n.General conditions and criteria for Definitive Vesting

The Free Shares Allocation to the Beneficiaries will not become final until the end of the Vesting Period subject to (i) compliance with the Presence Condition within the Innate Pharma Group on December 31, 2020 (2.2.1) and (ii) in proportion to the achievement of each Beneficiary's annual objectives as determined by the Supervisory Board (2.2.3).


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i.Presence Condition at the end of the Vesting Period

The Company’s Free Shares Allocation to the Beneficiaries is directly tied to the status of employee and/or corporate officer and/or member of an administration or supervisory body (Board of Directors or Supervisory board or, where applicable, their equivalent under foreign law) of the Innate Pharma Group between January 1 and December 31, 2020 (the “Presence Condition”).

If, for any reason whatsoever, the Presence Condition is no longer met before December 31, 2020, the Beneficiary shall lose all rights to the Definitive Vesting of the Free Shares, subject to the cases provided for in Article 2.2.2 of the Terms and Conditions below and to any decision to the contrary made by the Executive Board.

In the event of the Beneficiary’s effective resignation before December 31, 2020, the loss of entitlement to the Definitive Vesting will take effect on the date the Beneficiary’s effective resignation takes effect, subject to any decision to the contrary made by the Executive Board.

In the event of the Beneficiary’s dismissal and/or revocation before December 31, 2020, the loss of entitlement to the Definitive Vesting will take effect on the notification date of the Beneficiary’s dismissal or on the date of the revocation decision by the relevant corporate body, subject to any decision to the contrary made by the Executive Board.

For the purposes of these provisions, any contractual termination of the employment contract within the meaning of Articles L. 1237-11 et seq. of the Labour Code (or within the meaning of the provisions of equivalent foreign law) is the same as a resignation.

ii.Exceptions to the Presence Condition

As an exception to the provisions of Article 2.2.1 of the Terms and Conditions above, if the Presence Condition is no longer met on December 31, 2020 for any of the following reasons, the Free Shares shall be treated as follows, except as otherwise decided by the Executive Board:

(i)Retirement or pre-retirement: (either at the normal retirement age, or at an earlier or later date with the approval of the Innate Pharma Group company concerned), the Beneficiaries will retain their entitlement to the Definitive Vesting despite not meeting the Presence Condition, but will remain subject to the other provisions of the Terms and Conditions, excluding those tied to the Presence Condition.

(ii)Death: In accordance with the provisions of Article L. 225-197-3 of the French Commercial Code, the heirs or assignees of the Beneficiaries may, if they so desire, claim the Definitive Vesting of the Free Shares to their benefit within six months of the date of death. Upon the expiration of that six-month period, the Beneficiaries' heirs or assignees will definitively lose the option of claiming the Definitive Vesting of the Free Shares; the Definitive Vesting of the Free Shares will take place at the end of the Vesting Period.

(iii)Disability: if the Presence Condition is no longer met as a result of the Beneficiaries being declared invalids of the second or third category of


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Article L. 341-4 of the French Social Security Code, the Beneficiaries will retain their entitlement to the Definitive Vesting despite not meeting the Presence Condition, but will remain subject to the other provisions of the Terms and Conditions, excluding those tied to the Presence Condition.

Furthermore, if the Innate Pharma Group company for whom the Presence Condition is met no longer belongs to the Innate Pharma Group, the Beneficiary will retain their entitlement to the Allocation, but will remain subject to all provisions of the Terms and Conditions – excluding those tied to the Presence Condition.

If one of the exceptions set forth in (i), (ii) or (iii) above occurs, the number of Free Shares definitively vested shall be determined in accordance with Article 2.2.3 of the Terms and Conditions, and shall then be adjusted pro rata temporis to take into account the length of time the Beneficiary concerned has been a member of the Innate Pharma Group compared to the duration of the Presence Condition.


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iii.Number of Free Shares granted under the Definitive Grant

At the end of the fiscal year during which the allocation of the Free Shares took place, i.e., at the end of 2020 (or at the beginning of the following fiscal year, i.e., at the beginning of 2021), the Supervisory Board, upon recommendation of the Compensation and Nominating Committee, will record for each Beneficiary the achievement of the 2020 objectives. The Free Shares will then be definitively vested by each Beneficiary in proportion to the percentage of achievement of their individual annual objectives.

The number of Free Shares definitively allocated to each Beneficiary will be recorded by a decision of the Executive Board based on this degree of achievement. This determination will be made no later than the date of the Definitive Vesting.

o.Delivery of the Free Shares

The Executive Board will acknowledge the Definitive Vesting of the Free Shares, under the conditions provided for above, acknowledging the number of Free Shares thus acquired and will make the necessary changes to the by-laws.

At the end of the Vesting Period, the Company will transfer to each Beneficiary, by registering in a registered account the number of Free Shares determined by the Executive Board in the Allocation Decision, subject to such Beneficiary’s compliance with the Definitive Vesting conditions.

•Rights and obligations attached to the fully vested Free Shares

p.Type and category of the Free Shares

The Free Shares will enjoy, starting from the Definitive Vesting, all the rights attached to the ordinary shares composing the share capital of the Company.

q.Rights and obligations attached to the Free Shares

i.Rights and obligations attached to Free Shares during the Vesting Period

During the Vesting Period, the Beneficiaries are not the owners of the Free Shares and have no rights resulting from such shares.

ii.Rights and obligations attached to the Free Shares following the Definitive Vesting

The Beneficiaries become the owners of the Free Shares as of the Definitive Vesting date. The ownership of a Free Share entails the adherence to the Company’s by-laws and the decisions of the Company Shareholders’ General Meetings.

The Free Shares will be subject to all provisions of the Company’s by-laws applicable to ordinary shares of the Company.

The Free Shares which will be new shares will be entitled to dividends as from the first day of the financial year preceding that in which the Definitive Vesting occurs and will therefore be immediately fungible with the existing shares and negotiated on the same trading line starting from their issuance.


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The Beneficiaries of definitively allocated Free Shares may, during the Retention Period, exercise the rights attached to such shares, namely, mainly:

◦preferential subscription rights,

◦the right of communication,

◦the right to participate in meetings,

◦the right to vote, and

◦the right to dividends and any reserves distributed.

r.Non-transferability of the Free Shares during the Retention Period

The Free Shares will be non-transferable until the expiry date of the Retention Period. This non-transferability will be recorded in the registered books.

Each Beneficiary undertakes to retain the Free Shares definitively allocated to him until the expiry date of the Retention Period as specified above.

The Beneficiary may therefore only transfer, assign or lease, free of charge or against payment, by any means whatsoever, the Free Shares allocated after the expiry of the Retention Period, including in the event of a contribution to a public offering, donation, contribution to a company, etc., and subject to the cases referred to in Article L. 225-197-1 III of the French Commercial Code, Article 80 quaterdecies III of the French General Tax Code, or which would have been admitted by the tax authorities.

However, in accordance with the provisions of Article L. 225-197-1 I paragraph 6 of the French Commercial Code, the Free Shares will be freely transferable in the event of the Beneficiary's disability corresponding to his classification in the second or third category provided for in Article L. 341-4 of the French Social Security Code, whether the disability occurs before or after the end of the Vesting Period.

In the event of the death of the Beneficiary, whether during the Vesting Period or the Retention Period, the Beneficiary’ heirs will no longer be bound by the Retention Period, so that the Free Shares they have applied for in accordance with the provisions of Article 2.2.2 of the Terms and Conditions will become freely transferable.

Any act carried out in violation of this non-transferability undertaking shall be unenforceable against the Company and shall result in the lapse of the Free Shares transferred by virtue of this act belonging to the offending Beneficiary without the latter being able to claim any compensation or indemnity of any kind whatsoever.

s.Disposal of Free Shares

In accordance with Article L. 225-197-1 I paragraph 9 of the French Commercial Code, at the end of the Retention Period, the Free Shares may not be sold:

•1° Within 30 calendar days before the announcement of an interim financial report or an end-of-year report that the Company is required to make public;

•2° By the members of the board of directors or supervisory board, by the members of the executive board or holding the position of managing director or deputy


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managing director and by employees with knowledge of inside information1 that has not been made public.

t.Holding obligation of corporate officers

In accordance with Article L. 225-197-1 II paragraph 4 of the French Commercial Code, the executive officers of the Company to whom Free Shares will be distributed must hold in registered form, until the termination of their duties as executive officers, 15% of the number of Free Shares that would be definitively allocated to them, even after the Retention Period.

•Adjustments in the event of financial transactions during the Vesting Period

During the Vesting Period, in the event of financial transactions described in Appendix 2, or of a merger, demerger or reverse stock split, the maximum number of Free Shares which may be fully vested will be adjusted in order to take into account that transaction in accordance with the provisions of Article L. 228-99, paragraph 2, 3° and paragraph 5, and L. 225-197-1 III of the French Commercial Code and the provisions of Appendix 2.

For the purposes of that adjustment, the Executive Board will calculate, as of the time of Definitive Vesting, the new number of Free Shares for all transactions occurring beforehand, in accordance with the provisions above. This adjustment will be conducted so that it equalises, down to the hundredth of a share, the value of the Free Shares that will be granted after the completion of the planned transaction and the value of the Free Shares that would have been granted before the completion of the transaction. Failing to obtain a whole number of Free Shares, they will be rounded down to the nearest whole number.

Each Beneficiary will be informed of this adjustment and its consequences on the Definitive Vesting of the Free Shares.

•Fiscal and Social Security regime applicable to Beneficiaries who are French residents

The financial benefit obtained due to the Allocation falls under a specific regime regarding fiscal and social contributions. The Beneficiary should make their own inquiries about the fiscal and social security regime applicable to him or her on the relevant date.

The Beneficiary will personally pay, without the Company being asked to reimburse or compensate him or her in any way, all taxes and social security charges he or she may be declared liable for by any tax or social security administration, including those not known at the time of their acceptance of the Free Shares, and which are the result of a change in applicable law or regulations, or a change in the Beneficiary’s fiscal or social status (including residence).

Furthermore, to the extent that the Allocation of the right to receive the Free Shares, their Definitive Vesting, their delivery or the assignment thereof results in a payment or withholding obligation with regard to taxes, social security charges, or any other taxes, by an Innate Pharma Group company on behalf of the Beneficiary (or by the company of which the Beneficiary is an officer), the latter accepts from this point forward that the

1 within the meaning of Article 7 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC,


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Company may (i) delay the delivery of the Free Shares and/or (ii) impose a delivery-sale of all or part of Free Shares and withhold from the proceeds of said disposals the amounts owed to pay the taxes and/or (iii) block the assignment until the Beneficiary has paid these sums and/or (iv) withhold from the Beneficiary’s compensation the amount of taxes and charges owed related to the delivery of the Free Shares.

•Enforceability of the Terms and Conditions

The Terms and Conditions are binding upon the Company as well as the Beneficiaries.

A copy of the Terms and Conditions is sent to each Beneficiary, with it being recalled that the acceptance of the Free Shares Allocation implies the total adherence to the Terms and Conditions, without reservation.

The Beneficiary agrees to comply with the applicable laws and regulations and the provisions of the Terms and Conditions. Any violation of those laws, regulations, or provisions will result in the invalidity of the Free Shares not yet fully vested for the Beneficiary without him or her being able to claim any compensation or indemnity of any sort whatsoever.

Any dispute or legal proceeding between an entity of the Innate Pharma Group and the Beneficiary and any dispute or legal proceeding against the Beneficiary due to the performance of their duties or in relation to the Free Shares will suspend the right to the Definitive Vesting to the Beneficiary until the resolution of the dispute or legal proceedings, where applicable by a final court decision not subject to appeal, without the Beneficiary being able to claim any compensation or indemnity of any sort whatsoever. If this dispute or legal proceeding is resolved, where applicable by a final court decision not subject to appeal, against the Beneficiary, the Free Shares not yet fully vested to the Beneficiary shall become invalid, without the Beneficiary being able to claim any compensation or indemnity of any sort whatsoever.

•Notifications

All notifications made under these Terms and Conditions shall be sent in writing and, if they are sent to the Company, shall be sent to the Company’s registered office (or any other address indicated by the Company or any other proxy designated by and representing it) and, if they are sent to the Beneficiary, they shall be hand delivered at their workplace or sent to the address indicated by the Beneficiary in writing to the Company for that purpose, or by any other means of communication authorised by current legislation in force. When made by registered letter with acknowledgement of receipt, notifications are considered received on the day of their first presentation.


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•Entry into force of the Terms and Conditions - Changes - Interpretation – Compliance - Duration

u.Entry into force of the Terms and Conditions

The Terms and Conditions take effect starting from the date they are adopted by the Executive Board, i.e., July 13, 2020.

v.Changes to the Terms and Conditions

The Terms and Conditions may be amended by the Executive Board (a) if it decides that the amendment is appropriate and will have no significant negative effect on the interests of the Beneficiaries or (b) by mutual consent between the Company and the Beneficiaries.

Furthermore, in the event of a legal, regulatory, or accounting change or a change in the interpretation of such a provision, particularly regarding the fiscal or social security treatment of the rights or Free Shares granted under the Terms and Conditions, affecting the Company, a company of the Innate Pharma Group, or the Beneficiary, the Terms and Conditions may be amended by the Executive Board at its discretion in order to respond to that change in a manner it deems appropriate. As an illustration, the Executive Board may decide to reduce or extend the Vesting Period and/or the duration of the Presence Condition, reduce or remove the Retention Period and/or delete, modify, or introduce conditions to the Definitive Vesting, if that proves necessary or desirable.

The amendments thus made to the Terms and Conditions will not result in any right to compensation for the Beneficiaries, even if those amendments are unfavourable to him or her, generally or personally.

The Beneficiaries will be informed, individually or by any other mean deemed appropriate by the Company, of any amendments to the Terms and Conditions that affect their rights under the Terms and Conditions.

Such information may be provided by individual notification, information at the workplace, or any other means the Executive Board deems appropriate.

w.Interpretation of the Terms and Conditions

It will be up to the Company’s Executive Board to interpret the provisions of the Terms and Conditions in accordance with current legislation in force in France as of the day on which the Terms and Conditions are finalised.

The Terms and Conditions will prevail in the event of a question of interpretation between any other document and the Terms and Conditions themselves.

If any of the clauses is potentially or totally considered null and void, the other provisions of the Terms and Conditions will remain in full effect.

x.Compliance with the Terms and Conditions

None of the Executive Board’s options to lift certain terms and conditions of the Terms and Conditions, none of the amendments to the Terms and Conditions that may be made by the Executive Board as provided for above in Article 8.2 of the Terms and Conditions, and no interpretation of the Terms and Conditions as provided for above in Article 8.3 may have the effect of making an exception to the legal and regulatory provisions in force and governing free shares plans, particularly Articles L. 225-197-1 et seq. of the French Commercial Code and call into question the fiscal treatment and social security


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contributions related to the Free Shares, whether for the Beneficiary or for the Company, or for the Innate Pharma Group entity to which the Beneficiary belongs.

y.Duration

The Terms and Conditions will remain in effect until the expiry of the Retention Period applicable to the Free Shares allocated under the Terms and Conditions.

•Applicable Law - Competent Courts - Language

The Terms and Conditions are governed by French law.

Any difficulties that may arise regarding the interpretation or application of the Terms and Conditions will be subject to the exclusive jurisdiction of the competent courts within the jurisdiction of the Court of Appeal of Aix-en-Provence.

In case of translation of the Terms and Conditions, only the French version shall prevail.


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Appendix 1
Template of the letter that will be sent to each Beneficiary to inform him/her of the grant of Free Shares

INNATE PHARMA

A limited liability company in société anonyme form, with an Executive Board and Supervisory Board, with share capital of 3 945 638,55 euros

Registered office: 117, Avenue de Luminy, 13009 Marseille

424 365 336 R.C.S. Marseille

[Beneficiary’s name]

Marseille, date: [__] 2020

[Registered letter with acknowledgement of receipt/Delivered by hand]

Re: 2020-1 Bonus Free Shares Grant plan of the Company

[Dear Sir or Madam]

We are pleased to inform you that, pursuant to the Shareholders’ General Meeting held on May 19, 2020, the Executive Board decided on July 13, 2020 a grant of 62,839 2020-1 Bonus Free Shares (the “2020-1 Bonus Free Shares”) to the benefit of employed members of the Executive committee, employed senior executives and/or corporate officers of the Company or of its consolidated subsidiaries.

The Company’s Executive Board proposes to grant [__] 2020-1 Bonus Free Shares to you.

The Definitive Vesting date for your 2020-1 Bonus Free Shares is July 13, 2021 and the date of the end of the Retention Period is 13 July 2022.

The conditions for the definitive acquisition of the Grant of Free Shares on the Definitive Vesting date are defined in the Terms and Conditions.

In addition, please find attached the decision of the Executive Board of the Company dated July 13, 2020 to grant Free Shares, which is based on the twentieth resolution of the Company's Shareholders' General Meeting of May 19, 2020 and the terms and conditions of the plan for the grant of Free Shares adopted by the Executive Board (the "Terms and Conditions").

Please read the Terms and Conditions carefully, as they set forth the general terms and conditions of the Free Shares, which must be complied with.

As a beneficiary of the Grant of Free Shares, we inform you that you have the option to either accept or reject this grant. In the event that you reject it, you will be eligible to receive your annual


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variable compensation in cash, without any additional bonus. In this respect, please indicate your choice by ticking the corresponding box below.

We would also be grateful if you could countersign this letter and return it to the Company at its registered office address before July 13, 2020, failing which your acceptance will be presumed.

We thank you in advance and ask you to receive our sincere greetings.

________________________________

Mondher Mahjoubi
Chairman of the Executive Board of the Company

* *

FORM

As a beneficiary of the 2020-1 Bonus Free Shares:

I hereby expressly accept that 50% of my annual bonus be paid in Free Shares as well as all of the Terms and Conditions, in particular the formal commitment to respect the retention period.

I hereby expressly reject the Grant of 2020-1 Bonus Free Shares proposed to me and opt for the payment of my entire annual bonus in cash.

________________________________

Beneficiary’s name


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Appendix 2

Adjustment rules

Pursuant to Article L. 228-98 of the French Commercial Code,

(i)the Company will have the right to change its legal form or its object without prior approval of the Beneficiary;

(ii)the Company will have the right, without prior approval of the Beneficiary, to modify the rules for distributing its profits, amortize its capital or create preference shares leading to such a change or write-off, subject to having taken the necessary steps to maintain their rights in accordance with Article L. 228-98 3° of the French Commercial Code; and

(iii)in the event of its capital being reduced, on account of losses, through a reduction in the nominal value or the number of the shares comprising the capital, the rights of the Beneficiary will consequently be reduced, as if their Free Shares had been definitely allocated to him or her before the date on which the reduction of capital became final. In the event of the capital being reduced through a reduction in the number of the shares, the new number of Free Shares that may be definitely allocated to the Beneficiary will be equal to the previous number multiplied by the following ratio:


Number of shares composing the share capital after the operation
Number of shares composing the share capital before the operation

Furthermore, at the end of the following operations:

•financial operations with listed subscription preferential right or free allocation of listed warrants;

•free allocation of shares to the shareholders, consolidation or division of shares;

•incorporation of reserves, profit or premiums through an increase in the nominal amount of the shares;

•distribution of reserves or premiums in cash or in kind;

•free allocation to the shareholders of any securities other than the Company’s shares;

•change in the distribution of profits and/or creation of preference shares;

•share capital amortisation;

that the Company may carry out after the Allocation, when the Inscription Date (as defined below) is fixed on a date preceding the date of the Definitive Vesting, the rights of the Beneficiary will be maintained by adjusting the number of Free Shares which may be definitely allocated to the Beneficiary in accordance with the terms below.

The “Inscription Date” is the date on which the ownership of the shares of the Company is fixed in order to determine which shareholders will benefit from the operation.

In case of adjustments to be carried out pursuant to paragraphs below, the new number of Free Shares shall be rounded down to the nearest whole number of Free Shares. The potential following adjustments will be carried out on the basis of such new number of Free Shares so determined and rounded.


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•In the event of financial operations with listed preferential subscription right:

The new number of Free Shares which may be definitely allocated to the Beneficiary shall be equal to the former number, multiplied by the following ratio:


Value of the share after detachment of the preferential subscription right + Value of the preferential subscription right
Value of the share after detachment of the preferential subscription right

For the purposes of calculating this ratio, the values of the share after detachment of the preferential subscription right and of the preferential subscription right shall be equal to the arithmetic average of their first trading prices quoted on the regulated market of Euronext in Paris (“Euronext Paris”) (or, in the absence of trading on Euronext Paris, on another regulated market or similar market on which the shares of the Company or the preferential subscription rights are listed) for the all trading days within the subscription period.

•In the event of financial operations realised by free allocation of listed warrants to the benefit of the shareholders with the right to participate in a placement of securities created through the exercise of the warrants not exercised by their owners subsequent to the subscription period open to them:

The new number of Free Shares which may be definitely allocated to the Beneficiary shall be equal to the former number, multiplied by following ratio:


Value of the share after the detachment of the warrant + Value of the warrant
Value of the share after detachment of the warrant

For the purposes of calculating this ratio:

•the value of the share after detachment of the warrant shall be equal to the volume-weighted average of (i) the prices of the Company’s shares quoted on Euronext Paris (or, in the absence of trading on Euronext Paris, on another regulated market or similar market on which the shares are listed) during all the trading days within the subscription period and, (ii) (a) the disposal price for the securities disposed in connection with the placement, if these are shares equivalent to the existing shares of the Company, allocating to the disposal price the volume of shares disposed in connection with the placement or (b) the prices of the Company’s shares quoted on Euronext Paris (or, in the absence of trading on Euronext Paris, on another regulated market or similar market on which the shares are listed) at the date on which the disposal price for the securities disposed in connection with the placement is determined if these are not shares equivalent to the existing shares of the Company;


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•the value of the warrant shall be equal to the volume-weighted average of (i) the price of the warrants quoted on Euronext Paris (or, in the absence of trading on Euronext Paris, on another regulated market or similar market on which the warrants are listed) during all the trading days within the subscription period and, (ii) the implied value of the warrants resulting from the disposal price for the securities disposed in connection with the placement, which is the difference (if positive), adjusted by the exercise parity of the warrant, between the disposal price for the securities disposed in connection with the placement and the subscription price of the securities upon exercise of the warrants, by allocating to this value the corresponding volume of the warrants exercised to allocate the securities disposed in connection with the placement.

•In the event of free allocation of shares to the shareholders, and in case of division or consolidation of the shares:

The new number of Free Shares which may be definitely allocated to the Beneficiary shall be equal to the former number, multiplied by the following ratio:


Number of shares composing the share capital after the operation
Number of shares composing the share capital before the operation

•In the event of distribution of reserves or premiums in cash or in kind:

The new number of Free Shares which may be definitely allocated to the Beneficiary shall be equal to that former number, multiplied by the following ratio:


Value of the share before the distribution
Value of the share before the distribution – Amount of the distribution per share or value of the securities or value of the assets delivered per share

For the purposes of calculating this ratio:

•the value of the share before the distribution shall be equal to the volume-weighted average of the prices quoted on Euronext Paris (or, in the absence of trading on Euronext Paris, on another regulated market or similar market on which the shares are listed ) for the last three trading days preceding the date on which the shares are quoted ex-distribution;

•if the distribution is made in kind:

•in the case of distribution of listed securities on a regulated market or similar market, the value of the distributed securities will be determined as mentioned above;

•in the case of distribution of securities not listed on a regulated market or similar market, the value of the delivered securities shall be equal, if they were to be listed on a regulated market or similar market during the ten trading days beginning on the date on which the shares are quoted ex-distribution, to the volume-weighted average of the prices quoted on such market for the first three trading days on which the securities are listed during such period; and


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•in the other cases (distributed securities not listed on a regulated market or similar market or listed for less than three trading days within the ten trading days period mentioned above or in the case of the distribution of assets), the value per share of the securities or the assets distributed will be determined by an internationally-renowned independent adviser to be appointed by the Company.

•In the event of free allocation of securities other than the Company’s shares:

The new number of Free Shares which may be definitely allocated to the Beneficiary shall be equal to the former number, multiplied by the following ratio:

z.If the right to free allocation of securities is listed on Euronext Paris (or, in the absence of trading on Euronext Paris, on another regulated market or similar market):


Value of the share ex-free allocation right + Value of the free allocation right
Value of the share ex-free allocation right

For the purposes of calculating this ratio:

•the value of the share ex-free allocation right shall be equal to the volume-weighted average of the prices quoted on Euronext Paris (or, in the absence of trading on Euronext Paris, on another regulated market or similar market on which the shares ex-free allocation right are listed) of the share ex-free allocation right for the first three trading days beginning on the date on which the Company’s shares are listed ex-free allocation right;

•the value of free allocation right shall be determined as indicated in the paragraph above. If the free allocation right is not listed for each of the three trading days, its value will be determined by an internationally-renowned independent adviser to be appointed by the Company.

aa.If the right to free allocation of securities is not listed on Euronext Paris (or on another regulated market or similar market):


Value of the share ex-free allocation right + Value of the securities allocated per share
Value of the share ex-free allocation right

For the purposes of calculating this ratio:

•the value of the share ex-free allocation right will be determined in accordance with paragraph 5.1 above;

•if the allocated securities are listed or are expected to be listed on Euronext Paris (or, in the absence of trading on Euronext Paris, on another regulated market or similar market) within a ten trading days period beginning on the date on which the shares are quoted ex-distribution, the value per share of the securities allocated shall be equal to the volume-weighted average of the such securities prices quoted on such market for the first three trading days on which the securities are listed during such period. If the allocated securities are not listed during each of the three


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Free translation – for information purpose only

trading days, the value per share of the allocated securities shall be determined by an internationally-renowned independent adviser to be appointed by the Company.

•In the event of a change by the Company in the distribution of profits and/or the creation of preference shares:

The new number of Free Shares which may be definitely allocated to the Beneficiary shall be equal to the former number, multiplied by the following ratio:


Value of the share before the change
Value of the share before the change – Reduction of the right to profits per share

For the purposes of calculating this ratio:

•the value of the share before the change will be determined by using the volume-weighted average of the prices quoted on Euronext Paris (or, in the absence of trading on Euronext Paris, on another regulated market or similar market on which the shares are listed) for the last three trading days preceding the date of the change;

•the reduction of the right to profits per share will be determined by an independent adviser appointed by the Company.

Notwithstanding the above, if such preference shares are issued with preferential subscription rights or through a free allocation to shareholders of warrants for such preference shares, the new exercise parity shall be adjusted in accordance with paragraphs 1 or 5 above.

•In the case of an amortisation of share capital:

The new number of Free Shares which may be definitely allocated to the Beneficiary shall be equal to the former number, multiplied by the following ratio:


Value of the share before the amortisation
Value of the share before the amortisation – Value of the amortisation per share

For the purposes of calculating this ratio, the share value before the amortisation shall be equal to the volume-weighted average of the prices quoted on Euronext Paris (or, in the absence of trading on Euronext Paris, on another regulated market or similar market on which the shares are listed) for the last three trading days preceding the date on which the shares are listed ex-amortisation.


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