Slide 1: General Shareholders' Meeting
Maeva Lab Technician, Tech Ops Signes, France Wade Living with acromegaly Utah, USA General Shareholders’ Meeting May 28, 2019, Paris
Slide 2: Disclaimer & Safe Harbor
Disclaimer & Safe Harbor The forward-looking statements, objectives and targets contained herein are based on the Group’s management strategy, current views and assumptions. Such statements involve known and unknown risks and uncertainties that may cause actual results, performance or events to diff
Slide 3: Agenda
Agenda 01 Opening session and composition of the Bureau Marc de Garidel 02 Legal notices Olivier Jochem 03 Introduction Marc de Garidel 04 2018 Highlights, Strategy & 2019 Roadmap David Meek 2018 Financial Performance & 2019 Financial Objectives & 2022 Financial Outlook 05 Aymeric le Chatelier Propo
Slide 4: Opening session and composition of the Bureau
Johann Quality Technician, CHC Dreux, France Opening session and 01 composition of the Bureau Marc de Garidel Chairman of the Board of Directors
Slide 5: Legal notices
Mélanie Global Quality, CHC Dreux, France Legal notices 02 Olivier Jochem Company Secretary
Slide 6: Introduction
Wade Living with acromegaly Salt Lake City, USA Introduction 03 Marc de Garidel Chairman of the Board of Directors
Slide 7: Ipsen shareholding structure as of December 31st, 2018
Ipsen shareholding structure as of December 31st, 2018 Mayroy SA, holding structure of the Beaufour Other family 2% • 57% of the capital • 72% of the voting rights Free Float Mayroy SA Free Float 57% • French and US investors represent the largest 41% shareholder base • Diversified investors and an
Slide 8: Specialty Care and North America driving sales growth to exceed €2bn in sales
Specialty Care and North America driving sales growth to exceed €2bn in sales Specialty Care now captures 87% of total sales – Oncology Geographic diversification with 28% of sales in North sales > €1.5bn€ America FY 2018 sales by therapeutic area FY 2018 sales by geographical area Neuroscience Rare
Slide 9: Driving Ipsen transformation
Driving Ipsen transformation • Deliver growth and margin improvement • Execute successful business development transactions • Build innovative and sustainable pipeline • Focus of leadership and culture February 2016 January 2017 February 2019 9
Slide 10: Significant performance of Ipsen stock
Significant performance of Ipsen stock Stock performance as of 300,00 May 27th, 2019 IPSEN +85%* +15%* +15% +70%* +70% +89%* +89% 250,00 SBF 120 +18%* Eurostoxx 600 200,00 Healthcare - 7%* 150,00 100,00 (rebased to 100 on Jan 4th 2016) 50,00 Jan-16 Jan-17 Jan-18 Jan-19 *: stock performance versus Ja
Slide 11: 2018 Highlights, Strategy & 2019 Roadmap
2018 Highlights, 04 Strategy & 2019 Roadmap David Meek Chief Executive Officer
Slide 12: Vision
VISION Being a leading global biopharmaceutical company focused on Innovation and Specialty Care 12
Slide 13: Ipsen at a glance
Ipsen at a glance Industry leading top Specialty Care Advancing R&D pipeline and bottom-line growth 87% of sales 5 NCEs and multiple LCM programs #1 or #2 in key markets High-performing Top 14 Oncology Well-diversified executive management company globally geographically z team 2018 sales >€1.5bn Pr
Slide 14: Excellent execution in FY 2018 to deliver growth strategy
Excellent execution in FY 2018 to deliver growth strategy Group sales growth of +20.1%1 driven by Specialty Care growth of +24.7%1 • Cabometyx® EMA approval for treatment of 2L HCC Top line • Somatuline® achieved blockbuster status with continuing momentum • Strong performance across all major produ
Slide 15: Strengthening leadership position in three therapeutic areas
Strengthening leadership position in three therapeutic areas Ronny Janice Wade Living with neuroendocrine tumors Living with cervical dystonia Living with acromegaly Ringwood, UK Tennessee, USA Utah, USA Oncology Neuroscience Rare Diseases • Differentiated, best-in-class products in • Expertise in r
Slide 16: Oncology growing double-digit with Somatuline, new launches and expanding pipeline
Oncology growing double-digit with Somatuline®, new launches and expanding pipeline 2018 Commercial Highlights Pipeline Highlights Somatuline® • Recent approvals • Cabometyx® EMA approval for treatment of 2L HCC • Blockbuster status in 2018 • Somatuline®: approval for new delivery system in EU • Mar
Slide 17: Neuroscience leadership position with strong pipeline and Dysport life-cycle management
Neuroscience leadership position with strong pipeline and Dysport® life-cycle management 2018 Commercial Highlights Pipeline Highlights Therapeutics • Mid-stage programs • Strong momentum in the U.S. with a more targeted • Two Phase 2 trials for new indications with approach and commercial partnersh
Slide 18: Developing leading systemic radiation therapy program
Developing leading systemic radiation therapy program Systemic Radiation Therapy (SRT) Earlier-stage programs Site-directed targeted therapeutic strategy using radiolabeled Satoreotide (SRT for NET) – Phase 1/2 development peptides or other molecules to deliver radiation to cancer cells which overex
Slide 19: Accelerating Ipsen's Rare Diseases portfolio
Accelerating Ipsen’s Rare Diseases portfolio Acquisition of Clementia Pharmaceuticals: a Canadian company specialized in Rare Diseases developing innovative treatments for rare bone disorders • First-in-class de-risked anchor asset for Rare Disease portfolio Strategic • Asset addressing high unmet m
Slide 20: Multiple value-driving and differentiated pipeline opportunities
Multiple value-driving and differentiated pipeline opportunities Five new chemical entities in the clinic; Nine regulatory submissions from 2019 to 2022 Preclinical Phase I Phase II Phase III Registration 177Lu-IPN-01072 68Ga-IPN-01070 Longer-acting toxin (Satoreotide Tetraxetan) (Satoreotide Trizox
Slide 21: Transformative company culture with a focus on social responsibility (CSR)
Transformative company culture with a focus on social responsibility (CSR) Employees Patients & Society Environment Caring for and developing employees, Providing innovative solutions for the Protecting the environment, minimizing the encouraging diversity and inclusion, and benefit of patients & so
Slide 22: 2019 Roadmap and priorities
2019 Roadmap and priorities Growth Pipeline Culture • Maximize growth and market share • Increase value of the pipeline by • Drive further transformation and worldwide for differentiated best-in-class accelerating key R&D programs ambition through leadership and people Specialty Care products • Iden
Slide 23: 2018 Financial Performance, 2019 Financial Objectives, 2022 Financial Outlook
2018 Financial Performance, 05 2019 Financial Objectives, 2022 Financial Outlook, Allocation Proposal for the 2018 results Aymeric Le Chatelier CFO
Slide 24: FY 2018 sales growth driven by Specialty Care business
FY 2018 sales growth driven by Specialty Care business Net sales of key products in FY 2018 in million euros – % excluding foreign exchange impact Specialty Care Group sales Somatuline® 847 + 24% €2,225m Decapeptyl® 373 + 8% +20.1% Cabometyx® 148 + 188% Onivyde® 109 + 101% Specialty Care Dysport® 34
Slide 25: Growing Core Operating Income and improving margin
Growing Core Operating Income and improving margin % Net sales up +16.6% In million euros 2018 2017 variation • Driven by Specialty Care sales growth Net sales 2,224.8 1,908.7 + 16.6% • Despite negative foreign exchange rates of -3.5pts Other revenues 123.6 103.0 + 19.9% Core Operating Income at €66
Slide 26: From Core Operating Income to Consolidated net profit
From Core Operating Income to Consolidated net profit In million euros 2018 2017 Change % Change Operating Income +30.8% Core Operating Income 659.9 503.6 + 156.3 + 31.0% • Increased amortization of intangible assets from Cabometyx® and Amortization of intangible assets (73.1) (53.3) - 19.8 Onivyde®
Slide 27: Growing Free Cash Flow greater than €450m and strong balance sheet
Growing Free Cash Flow greater than €450m and strong balance sheet Free cash flow: €458m In €m +9 - 120 + 713 - 143 - 84 - 242 - 463 - 120 -242 - 34 December EBITDA Change in Net Restructuring, Dividends Net Share capex Financial, Tax & investments buyback December 2017 working capital 2018 Other &
Slide 28: Update on Q1 2019 Financial events
Update on Q1 2019 Financial events Acquisition of Clementia announced on 25 February and Solid performance in Q1 2019 closed on 17 April T1 2019 T2 2019 T3 2019 T4 2019 • Transaction including a cash upfront for an initial consideration of $1 billion and CVRs representing an additional potential pay
Slide 29: Confirmation of Full Year 2019 guidance
Confirmation of Full Year 2019 guidance Sales growth > +13.0% at constant currency • Driven by the continued growth of Specialty Care • Limited impact from currencies of +2.0% based on April 2019 level of exchange rates Core Operating margin as a % of sales ~30.0% • Including impact of acquisition o
Slide 30: Financial outlook 2022
Financial outlook 2022 Group Net Sales ~€3.2bn Core Operating margin >32.0% (assuming current level of exchange rate) (% of net sales) Main assumptions: • Existing portfolio, including palovarotene for FOP indications1, assumes no approvals of additional meaningful products or indications • Assuming
Slide 31: Allocation of 2018 results proposed to the Shareholders' Meeting
Allocation of 2018 results proposed to the Shareholders’ Meeting (third resolution) Sources: • Loss for the financial year: € 15,435,513.34 • Previous retained earnings: € 58,480,512.70 Payment of a dividend of € 83,808,761 (i.e. 1.00 euro per share)(*) : • Distribution of the retained earnings: € 4
Slide 32: Governance and work of the Board of Directors and its Committees
06 Governance and work of the Board of Directors and its Committees Marc de Garidel Chairman of the Board of Directors
Slide 33: An experienced, international and diverse Board
An experienced, international and diverse Board Board of Directors Marc de GARIDEL • Antoine FLOCHEL • Margaret LIU (1) • Paul SEKHRI (1) 13 members including: Chairman of the Board of (Vice-Chairman of the • David MEEK • Carol STUCKLEY (1) 4 independent Directors Directors Board) (Chief Executive O
Slide 34: Since November 2018, presence of a Director representing the employees
Since November 2018, presence of a Director representing the employees Jean-Marc PARANT Born on September 28, 1959 • Designated Director representing the employees by the Works Council on November 27, 2018 French Citizenship • Employee of the Ipsen Group since January 1989 • Head of Digital Learning
Slide 35: A Board of Directors and its Committees still active and involved
A Board of Directors and its Committees still active and involved Number of meetings Attendance rate Board of Directors 11 85 % Nomination Committee 4 78 % Ethics and Governance Committee 11 95 % Compensation Committee 5 100 % Audit Committee 6 95 % Innovation and Development Committee – Specialty C
Slide 36: Renewal of the terms of office of Directors submitted to this Shareholders' Meeting
Renewal of the terms of office of Directors submitted to this Shareholders’ Meeting Unchanged composition of the Renewals: Board of Directors: Marc de GARIDEL resolution 5 13 members including: 4 independent Directors Henri BEAUFOUR 5 women resolution 6 1 Director representing the employees Michèle
Slide 37: Renewal of the term of office of Mr. Marc de Garidel as a Director
Renewal of the term of office of Mr. Marc de Garidel as a Director Marc de GARIDEL Born on March 16, 1958 • Currently Chairman of the Board of Directors and Chairman of the Innovation and Development Committee – Specialty Care and of the Innovation and Development Committee – Consumer HealthCare Fre
Slide 38: Renewal of the term of office of Mr. Henri Beaufour as a Director
Renewal of the term of office of Mr. Henri Beaufour as a Director Henri BEAUFOUR Born on January 6, 1965 • Director and permanent guest of the Innovation and Development Committee – Specialty Care and of the Innovation and Development Committee – Consumer HealthCare French Citizenship • Director of
Slide 39: Renewal of the term of office of Ms. Michèle Ollier as a Director
Renewal of the term of office of Ms. Michèle Ollier as a Director Michèle OLLIER Born on June 2, 1958 • Director and member of the Innovation and Development Committee – Specialty Care French-Swiss Citizenship • Since February 1, 2016, Michèle Ollier is one of the partner and founder of Medicxi, a c
Slide 40: Compensation policies and compensation packages for the Company Officers
07 Compensation policies and compensation packages for the Company Officers Antoine Flochel Vice-Chairman of the Board of Directors, Chairman of the Compensation Committee
Slide 41: Compensation of Corporate Officers (eighth to eleventh resolutions)
Compensation of Corporate Officers (eighth to eleventh resolutions) Approval of the base, variable and exceptional elements making up the total compensation and the benefits of any kind paid or granted to each Company Officers for the 2018 financial year (« Say on Pay – vote ex- post ») • Exhaustive
Slide 42: Compensation of Mr. Marc de Garidel, Chairman, for 2018
Compensation of Mr. Marc de GARIDEL, Chairman of the Board of Directors for the 2018 financial year (eighth resolution) Base compensation Benefits of any kind € 650,000 € 4,270 • From April 1st, 2018, base compensation revised downward, € 600,000, compared with € 800,000 previously, considering the
Slide 43: Compensation of Mr. David Meek, Chief Executive Officer, for 2018
Compensation of Mr. David MEEK, Chief Executive Officer, for the 2018 financial year (ninth resolution) Base compensation Variable compensation Performance shares Benefits in kind € 900,000 € 978,000 9,230 shares € 8,049 ~ € 1,200,000 at the grant date • Base compensation unchanged in 2018 since his
Slide 44: Compensation policy of Corporate Officers (tenth and eleventh resolutions)
Compensation policy of Corporate Officers (tenth and eleventh resolutions) • Compensation policy of Corporate Officers set out by the Board of Directors upon proposal of the Compensation Committee • Pursuant to the French Commercial Code, the recommendations of the AFEP/MEDEF Code and practices obse
Slide 45: Auditors' reports
Auditors’ reports 08 Cédric Adens KPMG
Slide 46: Auditors' reports
Auditors’ reports • Report on the annual financial statements of Ipsen SA (including the corporate government’s report) • Report on the consolidated financial statements of Ipsen SA • Special report on regulated agreements and commitments • Report on several issuances of shares and securities (13th
Slide 47: Questions from shareholders
&A Q O9 SIPSE
Slide 48: Presentation of resolutions and vote
Presentation of resolutions 10 and vote Olivier Jochem Company Secretary
Slide 49: Reminder of the resolutions submitted to the vote
Reminder of the resolutions submitted to the vote Ordinary resolutions Extraordinary resolutions 2018 financial statements 1 to 3 - Regulated agreements 4 - Governance 5 to 7 - Compensation 8 to 11 - Financial authorizations 12 13 to 21 Formalities - 22 49
Slide 50: First ordinary resolution
First ordinary resolution Approval of the annual financial statements for the financial year ending 31 December 2018 Result : loss of €15,435,513.34 50
Slide 51: Second ordinary resolution
Second ordinary resolution Approval of the consolidated financial statements for the financial year ending 31 December 2018 Results: profit (Group share) of 389,463 thousand of euros 51
Slide 52: Third ordinary resolution
Third ordinary resolution Allocation of the results for the 2018 financial year and setting of the dividend at €1.00 per share Ex-dividend date: Date of dividend payment: May 31, 2019 June 4, 2019 52
Slide 53: Fourth ordinary resolution
Fourth ordinary resolution Special report of the Statutory Auditors on regulated agreements and commitments Finding of absence of new agreement 53
Slide 54: Fifth ordinary resolution
Fifth ordinary resolution Renewal of the term of office of Mr. Marc de GARIDEL, as a Director Renewal for a duration of 4 years 54
Slide 55: Sixth ordinary resolution
Sixth ordinary resolution Renewal of the term of office of Mr. Henri BEAUFOUR, as a Director Renewal for a duration of 4 years 55
Slide 56: Seventh ordinary resolution
Seventh ordinary resolution Renewal of the term of office of Ms. Michèle OLLIER, as a Director Renewal for a duration of 4 years 56
Slide 57: Eighth ordinary resolution
Eighth ordinary resolution Approval of the base, variable and exceptional elements making up the total compensation and the benefits of any kind paid or granted for the past financial year to Mr. Marc de GARIDEL, Chairman of the Board of Directors • Approval of the compensation elements of Mr. Marc
Slide 58: Ninth ordinary resolution
Ninth ordinary resolution Approval of the base, variable and exceptional elements making up the total compensation and the benefits of any kind paid or granted for the past financial year to Mr. David MEEK, Chief Executive Officer • Approval of the compensation elements of Mr. David MEEK, Chief Exec
Slide 59: Tenth ordinary resolution
Tenth ordinary resolution Approval of the principles and criteria for determining, allocating and granting the base, variable and exceptional elements making up the total compensation and the benefits of any kind attributable to the Chairman of the Board of Directors • Approval of the elements of th
Slide 60: Eleventh ordinary resolution
Eleventh ordinary resolution Approval of principles and criteria for determining, allocating and granting the base, variable and exceptional elements making up the total compensation and the benefits of any kind attributable to the Chief Executive Officer and/or any other executive officers • Approv
Slide 61: Twelfth ordinary resolution
Twelfth ordinary resolution Authorization to be given to the Board of Directors to allow the company to repurchase its own shares pursuant to the provisions of Article L.225-209 of the French Commercial Code • Duration of the authorization: 18 months • Limit: 10 % of the share capital • Maximum purc
Slide 62: Thirteenth extraordinary resolution
Thirteenth extraordinary resolution Authorization to be given to the Board of Directors to cancel the shares repurchased by the Company pursuant to Article L.225-209 of the French Commercial Code • Duration of the authorization: 24 months • Limit: 10 % of the share capital 62
Slide 63: Fourteenth extraordinary resolution
Fourteenth extraordinary resolution Delegation of authority to be given to the Board of Directors to increase the capital by incorporating reserves, profits and/or premiums • Duration of the authorization: 26 months • Limit: 20 % of the share capital (upper limit counting towards the overall ceiling
Slide 64: Fifteenth extraordinary resolution
Fifteenth extraordinary resolution Delegation of authority to be given to the Board of Directors to issue ordinary shares giving, if appropriate, right to ordinary shares or allocation of debt securities, and/or securities giving right to ordinary shares with retention of preferential subscription r
Slide 65: Sixteenth extraordinary resolution
Sixteenth extraordinary resolution Delegation of authority to be given to the Board of Directors to issue ordinary shares giving, if appropriate, right to ordinary shares or allocation of debt securities, and/or securities giving right to ordinary shares, without preferential subscription rights by
Slide 66: Seventeenth extraordinary resolution
Seventeenth extraordinary resolution Delegation of authority to be given to the Board of Directors to issue ordinary shares giving, if appropriate, right to ordinary shares or allocation of debt securities, and/or securities giving right to ordinary shares, without preferential subscription rights b
Slide 67: Eighteenth extraordinary resolution
Eighteenth extraordinary resolution Authorization to increase the amount of issues • Issuances decided pursuant to 15th to 17th resolutions 67
Slide 68: Nineteenth extraordinary resolution
Nineteenth extraordinary resolution Delegation to be given to the Board of Directors to increase the share capital by issuance of ordinary shares and/or securities giving rights to the share capital • Duration of the authorization: 26 months • Limit: 10 % of the share capital (independent ceiling) •
Slide 69: Twentieth extraordinary resolution
Twentieth extraordinary resolution Delegation of authority to be given to the Board of Directors to increase the share capital by issuance of ordinary shares and/or securities giving right to the share capital without preferential subscription rights in favor of members of a company savings plan pur
Slide 70: Twenty-first extraordinary resolution
Twenty-first extraordinary resolution Authorization to be given to the Board of Directors to grant stock options to subscribe and/or to purchase shares to employees and/or certain Corporate Officers of the Company or of affiliated companies or economic interest groups • Duration of the authorization
Slide 71: Twenty-second extraordinary resolution
Twenty-second extraordinary resolution Powers to carry out formalities 71
Slide 72: End of the Meeting
End of the Meeting