Slide 1: Combined Shareholders' Meeting
Frédérique Quality, CHC Dreux, France Combined Shareholders’ Meeting 29 May 2020 Behind closed doors, without the physical presence of shareholders Boulogne-Billancourt
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 Aymeric Le Chatelier 02 Legal notices Olivier Jochem 03 Introduction Marc de Garidel 04 Strategy & 2020 Roadmap Aymeric Le Chatelier 2019 Financial Performance & 2020 Financial Objectives & 2022 Financial Outlook 05 Aymeric le Chatelier Proposa
Slide 4: Opening of the Meeting and Composition of the Bureau
Johann Quality Technician, CHC Dreux, France Opening of the Meeting and 01 Composition of the Bureau Aymeric Le Chatelier Chief Executive Officer
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 03 Introduction Marc de Garidel Chairman of the Board of Directors
Slide 7: COVID-19 / Pharmaceutical industry
COVID-19/ Pharmaceutical industry Strong industry dynamics Leading Managing ongoing innovation challenges Relative resilience of the Developing diagnostics, Ensuring patient access to pharma industry amid the vaccines and therapeutics for medicines, supporting HCPs in global pandemic COVID-19 care d
Slide 8: Ipsen strong business fundamentals and strategy
Ipsen strong business fundamentals and strategy Sound financial Strong Specialty Balanced Disciplined business Advancing structure and Care franchise built geographical development R&D pipeline attractive cash over the years footprint strategy flow conversion 89% of sales 30% of sales Six Phase III
Slide 9: Ipsen 5 year stock performance
Ipsen 5 year stock performance 400 Stock performance as of May +61%* +139%* 27th, 2020 +160%* 350 +41%* +87%* IPSEN +60%* 300 SBF 120 +11%* 250 Eurostoxx 600 Healthcare +31%* 200 150 100 50 base 100 on 2 January 2015 0 1-janv.-15 1-janv.-16 1-janv.-17 1-janv.-18 1-janv.-19 1-janv.-20 *stock performa
Slide 10: Ipsen shareholding structure
Ipsen shareholding structure as of December 31st, 2019 The Beaufour-Schwabe concert remains majority shareholders • 56% of the capital • 72% of the voting rights Free Float • French and US investors represent the largest shareholder base • Diversified investors and an increasing number of other geog
Slide 11: Update: Chief Executive Officer
Update : Chief Executive Officer 28 May 2020: Departure of David Meek Aymeric le Chatelier, CFO, appointed • The Board of Directors appointed David Loew as its as CEO at the end of 2019 interim CEO new CEO and as Board member • The CEO appointment will take effect on 1 July 2020
Slide 12: Introduction to the new CEO: David Loew
Introduction to the new CEO: David Loew • 30 years of leadership in the US, European and international markets • Solid experience in oncology, CNS, cardio-metabolism, as well as consumer healthcare • 2016 – today: Directeur général de Sanofi Pasteur vaccins • 2013 – 2016: Senior Vice President Comme
Slide 13: Strategy & 2020 Roadmap
04 Strategy & 2020 Roadmap Aymeric le Chatelier Chief Executive Officer
Slide 14: Responding to COVID-19
Responding to COVID-19 Commitment from Initiatives to support Business continuity employees global pandemic plan • High level of engagement from • €2 million donation to Institut • Focus on employee safety and Ipsen employees during these Pasteur for COVID-19 research business continuity unprecedent
Slide 15: Managing business impact of COVID-19
Managing business impact of COVID-19 Commercial Portfolio Manufacturing R&D • Resilient Specialty Care • Adequate level of inventory • Limited disruption to portfolio comprised mostly of across all products and investigational drug supply for highly-differentiated geographies patients in ongoing cli
Slide 16: Being a leading global biopharma focused on innovation and Specialty Care
Being a Leading global biopharma focused on innovation and Specialty Care Maintain strong financial position, Build innovative Execute successful Focus on including long-term and sustainable business development leadership and growth and margin pipeline transactions culture improvement Focus on grow
Slide 17: Strengthening leadership position in three therapeutic areas
Strengthening leadership Marin Living with fibrodysplasia ossificans progressiva Hamilton, Canada position in three therapeutic areas Oncology Neuroscience Rare Diseases Differentiated, best-in-class products Total in-market sales under Dysport® Palovarotene program is progressing in niche markets b
Slide 18: Advancing solid pipeline across 3 strategic TAs
Advancing solid pipeline across 3 strategic TAs with several significant Phase 3 / registrational trials Preclinical Phase I Phase II Phase III Registration 177Lu-IPN-01072 68Ga-IPN-01070 Longer-acting neurotoxin (Satoreotide Tetraxetan) (Satoreotide Trizoxetan) Palovarotene Dysport ® mrBoNT/A GEP-N
Slide 19: Transforming company culture with a focus on CSR
Transforming company culture with a focus on Corporate Social Responsibility (CSR) Ronny Living with neuroendocrine tumors Ringwood, UK Employees Patients & Society Environment Caring for and developing Providing innovative solutions Protecting the environment, employees, encouraging for the benefit
Slide 20: Focusing on near-term priorities
Focusing on Near-term priorities COVID-19 Palovarotene program Cabometyx® LCM • Effectively manage developing • Engage with the FDA and other • Prepare for filing Cabometyx® in COVID-19 situation by ensuring regulatory authorities on the combination with nivolumab in 1L safety of employees and busin
Slide 21: Delivering on 2020 strategic roadmap
Delivering on 2020 strategic roadmap Growth Pipeline Culture • Maximize growth, value and • Increase value of internal pipeline • People: Continue transformation market share worldwide for by transforming R&D organization through leadership and people differentiated best-in-class and prioritizing ke
Slide 22: 2019 Financial Performance, 2020 Financial Objectives, 2022 Financial Outlook
2019 Financial Performance, 05 2020 Financial Objectives, 2022 Financial Outlook, Allocation Proposal for the 2019 results Aymeric Le Chatelier Chief Executive Officer & Chief Financial Officer
Slide 23: Strong 2019 operating performance and sound financial structure
Strong 2019 operating performance and sound financial structure Top line Bottom line Financial structure Group sales exceeded €2.5bn Core Operating Income growth of Sound financial structure with net +18.6% and margin expansion to debt at €1.1 billion after acquisition Double-digit Group sales growt
Slide 24: FY 2019 sales growth driven by Specialty Care
Janice FY 2019 sales growth driven Living with cervical dystonia Tennessee, USA by Specialty Care Net sales of key products in FY 2019 in million euros – % excluding foreign exchange impact Group sales €2,576.2m Specialty Care Somatuline® 1,032 +18% +14.8%1 Decapeptyl® 407 +9% Cabometyx® 242 +63% On
Slide 25: FY 2019 Commercial highlights
Wade Living with acromegaly, FY 2019 Commercial Salt Lake City, USA highlights Oncology Neuroscience Consumer Healthcare +20%1 growth driven by strong +10%1 growth of strong sustainable Sales down -1.2%1 performance across all major products neurotoxin franchise and geographies Somatuline® sales > €
Slide 26: Investments focused on pipeline and commercial support
Investments focused on pipeline and commercial support In €m FY 2019 FY 2018 % Change Net sales 2,576.2 2,224.8 +15.8% COGS: Improvement from positive mix effect of growing Specialty Care business offset by higher Other Revenues 116.5 123.6 -5.7% Cabometyx® royalties COGS (488.0) (454.2) +7.4% as %
Slide 27: Core Operating Income to Consolidated Net Profit
Core Operating Income to Consolidated Net Profit In €m FY 2019 FY 2018 Change Operating Income Core Operating Income 782.6 659.9 +122.8 Impairment loss of €669 million before tax related to Core operating margin 30.4% 29.7% +0.7pts the recent setbacks in the palovarotene development program Amortiza
Slide 28: Strong cash flow generation and sound financial structure
Strong cash flow generation and sound financial structure 2019 Free Cash Flow at €468m (+2.2% vs. 2018) Full refinancing in 2019 with an EBITDA of €873m (+22%), limited increase in to increase debt capacity for future business development, working capital and increased capital expenditure extend the
Slide 29: Q1 2020 sales and 2020 financial guidance
Q1 2020 sales 2020 financial guidance Solid Q1 2020 sales Q2 2020 outlook 2020 guidance • Group sales growth of +8.7%1 • Situation in China improving and • 2020 financial guidance2 driven by continued momentum business starting to resume suspended since March 2020 of Specialty Care +12.5%1 given unc
Slide 30: 2022 Financial outlook
2022 Financial outlook Group Net Sales >€2.8bn Core Operating Margin >28.0% (assuming current level of exchange rates) (as % of net sales) 2019 2020 2021 2022 • Existing portfolio, assumes no approval of additional meaningful products or indications • Assuming progressive entry of additional octreot
Slide 31: Allocation of the results for the 2019 financial year
Allocation of the results for the 2019 financial year proposed to the Shareholders’ Meeting (third resolution) Results: Loss for the past financial year: 626,923,254.03 € Allocation of the results: Other reserves: 54,286,462.42 € Ex-date: 3 June 2020 Legal reserve: 36,304,859.90 € Share premium: 29,
Slide 32: Governance and activity of the Board and its Committees
Governance and activity of the 06 Board 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) • Carol STUCKLEY (1) 13 members including : Chairman of the (Vice-Président du Conseil) • David LOEW (4) • Carol XUEREF 4 independent Directors Board of Directors • Company HIGHROC
Slide 34: A Board of Directors and its Committees active and involved
A Board of Directors and its Committees active and involved Board of Directors 14 meetings (including 2 abroad) Attendance rate 93% Nominations Committee 7 meetings Attendance rate 95% Ethics and Governance Committee 4 meetings Attendance rate 93% Compensation Committee 4 meetings Attendance rate 88
Slide 35: Activity of the Board in 2019
Activity of the Board in 2019 Performance Strategy • Financial and extra-financial performance review • Group Strategic Plan review • Approval of the annual and half-yearly accounts • Integration of Clementia Pharmaceuticals • Budget approval • Review and monitoring of Palovarotene active programs •
Slide 36: Board Meeting following the Shareholders' Meeting
Board Meeting following the Shareholders’ Meeting Ratifications of temporary Unchanged composition of the appointments and renewals: Board of Directors: Ratification of Highrock S.àr.l 13 Members including: seventh resolution 4 independent Directors Ratification and renewal of Beech Tree S.A eighth
Slide 37: Ratification of temporary appointments and renewal of term of office of Director
Ratification of temporary appointments and renewal of term of office of Director Highrock S.àr.l Beech Tree S.A Carol Xueref (Ratification) (Ratification and renewal) (Renewal) Limited liability company incorporated Limited liability company incorporated Born on 9 December 1955, of British under Lux
Slide 38: Compensation of Corporate Officers
07 Compensation of Corporate Officers Antoine Flochel Vice President of the Board of Directors Chairman of the Compensation Committee
Slide 39: Say on Pay ex-ante / ex-post
“Say on Pay” ex-ante / ex-post Approval of the compensation policy of Corporate officers: Say on Pay ex-ante • Directors: Eleventh resolution • Chairman of the Board of Directors: Twelfth resolution • Chief Executive Officer and/or any executive officers: Thirteenth resolution Approval of the compen
Slide 40: Say on Pay ex-ante
Say on Pay ex-ante Compensation policy of Corporate officers decided by the Board of Directors upon recommendation of the Compensation Committee – Summary : Members of the Board Chairman of the Board of Chief Executive Officer of Directors Directors (thirteenth resolution) (eleventh resolution) (twe
Slide 41: Say on Pay global and individual ex-post
Say on Pay global and individual ex- post Compensation elements of Corporate officers determined by the Board of Directors upon recommendation of the Compensation Committee Corporate officers Marc de Garidel, Chairman of David Meek, Chief Executive (fourteenth resolution) the Board of Directors Offi
Slide 42: Auditors' reports
Auditors’ reports 08 Jean-Marie Le Guiner DELOITTE & Associés
Slide 43: 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 • Transactions on Company’s shares (18th resolution)
Slide 44: Presentation of resolutions and vote results
Mathilde Rersearcher Les Ulis, France Presentation of resolutions 09 and vote results Olivier Jochem Company Secretary
Slide 45: Reminder of the resolutions submitted to the vote
Reminder of the resolutions submitted to the vote Ordinary resolutions Extraordinary resolutions 2019 financial statements 1 to 3 - Regulated agreements 4 to 6 - Governance 7 to 10 - Compensation 11 to 16 - Financial authorizations 17 18 Amendments of the Articles of Association - 19 to 26 Formaliti
Slide 46: First ordinary resolution
First ordinary resolution Approval of the annual financial statements for the financial year ending 31 December 2019 Result : loss of €626,923,254.03 FOR > 99.99 % 121,239,227 AGAINST < 0.01 % 5,719 ABSTENTION - 23,046 Approved
Slide 47: Second ordinary resolution
Second ordinary resolution Approval of the consolidated financial statements for the financial year ending 31 December 2019 Results : loss (Group share) of 50,698 thousands of euros FOR > 99.99 % 121,239,227 AGAINST < 0.01 % 5,719 ABSTENTION - 23,046 Approved
Slide 48: Third ordinary resolution
Third ordinary resolution Allocation of the results for the 2019 financial year and distribution of an amount of €1.00 per share Distribution of an amount of Ex-date Payment date €1.00 per share 3 June 2020 5 June 2020 FOR 98.49 % 119,435,608 AGAINST 1.51 % 1,832,223 ABSTENTION - 161 Approved
Slide 49: Fourth ordinary resolution
Fourth ordinary resolution Information on agreements and commitments entered into in the past financial years Finding of absence of new agreements and commitments other than those covered by the fifth and sixth resolutions of this Meeting FOR 99.02 % 120,075,887 AGAINST 0.98 % 1,190,816 ABSTENTION -
Slide 50: Fifth ordinary resolution
Fifth ordinary resolution Statutory Auditors’ special report on regulated agreements and commitments and approval of the commitments to the benefit of Mr. Marc de Garidel, Chairman of the Board of Directors Indemnity that may be granted for termination of his duties and individual optional supplemen
Slide 51: Sixth ordinary resolution
Sixth ordinary resolution Statutory Auditors’ special report on regulated agreements and commitments and approval of the commitments to the benefit of Mr. David Meek, Chief Executive Officer until 31 December 2019 Indemnity that may be granted for the termination of his duties FOR 99.44 % 120,482,74
Slide 52: Seventh ordinary resolution
Seventh ordinary resolution Ratification of the temporary appointment of the company Highrock S.àr.l as a Director End of the term of office: 2022 Shareholders’ Meeting FOR 97.84 % 118,645,246 AGAINST 2.16 % 2,621,035 ABSTENTION - 1,711 Approved
Slide 53: Eighth ordinary resolution
Eighth ordinary resolution Ratification of the temporary appointment of the company Beech Tree S.A as a Director End of the term of office: 2020 Shareholders’ Meeting (renewal of the term subject to the ninth resolution) FOR 92.95 % 112,712,517 AGAINST 7.05 % 8,553,788 ABSTENTION - 1,687 Approved
Slide 54: Ninth ordinary resolution
Ninth ordinary resolution Renewal of the term of office of the company Beech Tree S.A as a Director End of the term of office: 2024 Shareholders’ Meeting FOR 93.05 % 112,833,996 AGAINST 6.95 % 8,432,589 ABSTENTION - 1,407 Approved
Slide 55: Tenth ordinary resolution
Tenth ordinary resolution Renewal of the term of office of Mrs. Carol Xueref as a Director End of the term of office: 2024 Shareholders’ Meeting FOR 92.78 % 112,396,499 AGAINST 7.22 % 8,751,137 ABSTENTION - 1,407 Approved
Slide 56: Eleventh ordinary resolution
Eleventh ordinary resolution Approval of the compensation policy applicable to the members of the Board of Directors Approval of the compensation policy for the members of the Board of Directors, as presented in the corporate governance report included in the 2019 Universal Registration Document, pa
Slide 57: Twelfth ordinary resolution
Twelfth ordinary resolution Approval of the compensation policy applicable to the Chairman of the Board of Directors Approval of the compensation policy for the Chairman of the Board of Directors as presented in the corporate governance report included in the 2019 Universal Registration Document, pa
Slide 58: Thirteenth ordinary resolution
Thirteenth ordinary resolution Approval of the compensation policy applicable to the Chief Executive Officer and/or any other executive officers Approval of the compensation policy for the Chief Executive Officer and/or any other executive officers, as presented in the corporate governance report in
Slide 59: Fourteenth ordinary resolution
Fourteenth ordinary resolution Approval of the information relating to the compensation of corporate officers referred to in I of Article L.225-37-3 of the French Commercial Code Approval of the information relating to the compensation of the corporate officers referred to in I of Article L.225-37-3
Slide 60: Fifteenth ordinary resolution
Fifteenth ordinary resolution Approval of the base, variable and exceptional elements making up the total compensation and benefits of any kind paid during the past financial year or granted for the same financial year to Mr. Marc de Garidel, Chairman of the Board of Directors Approval of the compen
Slide 61: Sixteenth ordinary resolution
Sixteenth ordinary resolution Approval of the base, variable and exceptional elements making up the total compensation and the benefits of any kind paid during the past financial year or granted for the same financial year to Mr. David Meek, Chief Executive Officer until 31 December 2019 Approval of
Slide 62: Seventeenth ordinary resolution
Seventeenth 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 • Ceiling : 10 % of the share capital • Maxim
Slide 63: Eighteenth extraordinary resolution
Eighteenth extraordinary resolution Authorization to be given to the Board of Directors to carry out free grants of shares to salaried staff members and/or certain corporate officers of the Company or of affiliated companies or economic interest groups • Duration of the authorization: 26 months • Ce
Slide 64: Nineteenth extraordinary resolution
Nineteenth extraordinary resolution Amendment of Article 12 of the Articles of Association concerning the threshold triggering the obligation to appoint a second Director representing the employees on the Board of Directors In compliance with PACTE Law FOR 99.90 % 121,141,016 AGAINST 0.10 % 125,488
Slide 65: Twentieth extraordinary resolution
Twentieth extraordinary resolution Amendment of Article 16.2 of the Articles of Association to provide written consultation of the Directors For decisions restrictively listed by Law n° 2019-744 of 19 July 2019 FOR 99.90 % 121,141,583 AGAINST 0.10 % 125,053 ABSTENTION - 1,356 Approved
Slide 66: Twenty-first extraordinary resolution
Twenty-first extraordinary resolution Amendment of Article 10 of the Articles of Association relating to the crossing of thresholds In compliance with the provisions of Article L.233-9 of the French Commercial Code FOR 98.91 % 119,943,874 AGAINST 1.09 % 1,322,565 ABSTENTION - 1,553 Approved
Slide 67: Twenty-second extraordinary resolution
Twenty-second extraordinary resolution Amendment of articles 12 and 13 of the Articles of Association relating to the shares held by directors The minimum number of shares is set within the internal rules of the Board of Directors FOR 99.71 % 120,909,662 AGAINST 0.29 % 356,449 ABSTENTION - 1,881 App
Slide 68: Twenty-third extraordinary resolution
Twenty-third extraordinary resolution New article 17.2 in the articles of association concerning the matters to be approved by the Board of Directors Several significant matters subject to the Board of Directors’ prior approval FOR 99.90 % 121,141,419 AGAINST 0.10 % 125,132 ABSTENTION - 1,441 Approv
Slide 69: Twenty-fourth extraordinary resolution
Twenty-fourth extraordinary resolution Amendment of Article 21.1 of the Articles of Association relating to the prerogatives of the Ordinary Shareholders’ Meeting In accordance with AMF position-recommendation 2015-05 FOR 99.90 % 121,141,085 AGAINST 0.10 % 125,287 ABSTENTION - 1,620 Approved
Slide 70: Twenty-fifth extraordinary resolution
Twenty-fifth extraordinary resolution Harmonization of the Articles of Association Pursuant to the latest legal and regulatory provisions FOR 99.88 % 121,123,295 AGAINST 0.12 % 143,226 ABSTENTION - 1,471 Approved
Slide 71: Twenty-sixth extraordinary resolution
Twenty-sixth extraordinary resolution Textual references applicable in the event of codification changes In the event of a change in the codification, textual references used shall be replaced by the textual references corresponding to the new codification FOR 84.87 % 102,607,424 AGAINST 15.13 % 18,
Slide 72: Twenty-seventh ordinary resolution
Twenty-seventh ordinary resolution Powers to carry out formalities FOR > 99.99 % 121,261,691 AGAINST < 0.01 % 5,859 ABSTENTION - 442 Approved
Slide 73: Closing of the Meeting
crédit photo © Pierre-Olivier Alban Deputy Director In vivo neuro, Les Ulis, France 10 Closing of the Meeting Aymeric le Chatelier Chief Executive Officer