Ipsen : 2023 Universal Registration Document

2023 UNIVERSAL REGISTRATION DOCUMENT

Including the Annual Financial Report

Savannah

Living with fibrodysplasia ossificans progressiva Texas, U.S.A.

Société anonyme with a share capital of €83,814,526 Registered office: 65 quai Georges Gorse - 92100 Boulogne-Billancourt

419 838 529 R.C.S. Nanterre

2023 UNIVERSAL REGISTRATION DOCUMENT

including the Annual Financial Report

This is a translation into English of the universal registration document of the Company issued in French and it is available on the website of the Issuer.

This Universal Registration Document was filed on 17 April 2024, with the French Financial Markets' Authority (AMF), as the competent authority under (EU) Regulation 2017/1129, without prior approval as allowed by Article 9 of the Regulation.

The Universal Registration Document may be used as a prospectus for a public offer of financial instruments or the admission of financial instruments for trading on a regulated market, provided that it is accompanied by an information memorandum (or listing particulars) and, if necessary, summary and detailed descriptions of all the amendments made to the Universal Registration Document. In this case, the prospectus comprising the Universal Registration Document and the information memorandum or listing particulars is submitted to the AMF for approval in accordance with (EU) Regulation 2017/1129.

This is a translation into English of the (universal) registration document of the Company issued in French and it is available on the website of the Issuer (cf. article 3 of AMF instruction DOC-2019-21).

Incorporation by reference:

Pursuant to Article 19 of Regulation (EU) 2017/1129 of the European Parliament and of Council of 14 June 2017, the following financial information are included by reference: (i) historical consolidated financial statement for 2022 fiscal year (including the auditors' reports) and management report for the financial year presented in the universal registration document registered by Autorité des marchés financiers on 6 April 2023 under number D.23-0249, and (ii) historical consolidated financial statement for 2021 fiscal year (including the auditors' reports) and management report for the financial year presented in the universal registration document registered by Autorité des marchés financiers on 12 April 2022 under number D.22-0283.

IPSEN - 2023 UNIVERSAL REGISTRATION DOCUMENT1

SUMMARY

GENERAL COMMENTS	5
INTRODUCTION: KEY FIGURES	6
RFA

• PRESENTATION OF IPSEN

AND ITS ACTIVITY	8
1.1 Group's overview and strategy	10
1.1.1 History and Development of the Company	10
1.1.2	Group's Strategy	13
1.2 Group's activity and corporate structure	16
1.2.1	Group's Products	16
1.2.2	Major Contracts	24
1.2.3	Research and Development	28
1.2.4	Intellectual Property	34
1.2.5	Main Markets	38
1.2.6	Regulation	39
1.2.7	Group's legal structure	39

2	RISK AND CONTROL	42
2.1	Risk governanceRFA	44
	2.1.1	General framework	44
	2.1.2	Scope	44
	2.1.3	Objectives	44
	2.1.4 Risk management and internal
		control players	45
	2.1.5	External Audit	50
2.2	Risk factorsRFA	51
	2.2.1	Introduction	51
	2.2.2 The Group's major risks	52

• FINANCIAL INFORMATION

OF THE COMPANY	60
3.1 Management report for the financial yearRFA	62
3.1.1 Significant events during the yearRFA	62
3.1.2 Analysis of resultsRFA	66
3.1.3 Net cash flow and financingRFA	70
3.1.4	Appendices	72
3.1.5	Subsequent events	77
3.1.6	Group outlook	78

3.1.7 Subsequent events following the Accounts

Settlement Date of 31 December 2023

78

3.2	Consolidated financial statements 2023RFA	79
	3.2.1	Consolidated income statement	79
	3.2.2	Consolidated balance sheet	81
	3.2.3	Consolidated statement of cash flow	82
	3.2.4	Statement of change in consolidated
		shareholders' equity	83
	3.2.5	NotesRFA	85
	3.2.6	Statutory Auditors' Report on
		the consolidated financial statements
		RFA	129
3.3	2023 Statutory financial statementsRFA	136
	3.3.1	Balance Sheet	136
	3.3.2	Income statement at 31 December 2023	138
	3.3.3	Cash-flow statement at 31 December 2023	139
	3.3.4	Notes to the annual financial statements	140
	3.3.5	Statutory Auditors' Report on the annual
		financial statementsRFA	152
	Informations relating to the business of
3.4	Ipsen S.A.	157
	3.4.1	Significant events during the year	157
	3.4.2	Business	157
	3.4.3	Cash Flow Statement	158
	3.4.4	Subsequent events	158
	3.4.5	Business trends and outlook	158
	3.4.6	Subsidiaries and affiliates	158
	3.4.7	Accounting principles and methods	158
	3.4.8	Payment due dates	159
	3.4.9	Sumptuary spending	159
	3.4.10	Dividend payout	159
	3.4.11	Company earnings and other financial
		highlights over the past five years	160
4	COMPANY SOCIAL RESPONSIBILITY	162

4.1 Ipsen's Company social responsibility (CSR)

vision and strategy	164
4.1.1	Presentation and governance of Ipsen's
	Company Social Responsibility strategy	164

4.1.2 The Group's key CSR risks and

opportunities

170

4.2 Improving patients' lives by offering

innovative and safe medicines	172
4.2.1	Bringing high quality products to patients	172
4.2.2	Ensuring product and patient safety	173
4.2.3	Ensuring supply continuity	177
4.2.4	Fighting counterfeit products	177
4.2.5	Promoting products responsibly	179
4.2.6	Expanding access to health	180

2 IPSEN - 2023 UNIVERSAL REGISTRATION DOCUMENT

4.3 Enhancing integrity to maintain

our stakeholders' trust	186
4.3.1	Protecting personal data	186
4.3.2	Fighting corruption	188
4.3.3	Avoiding conflict of interest	192
4.3.4	Promoting and defending Human Rights	193

4.4 Driving our employees' excellence

and engagement	195
4.4.1	Anticipating workforce-related needs	195
4.4.2	Attracting the best talents	196
4.4.3	Enhancing employees' engagement	197
4.4.4	Providing a healthy and safe workplace	205

4.5	Caring for the planet	207
	4.5.1	Leading action on climate	207
	4.5.2	Responsible consumption and production	212
	4.5.3	Protecting the environment and healthy
		ecosystems	213
4.6	Annex I: scope of risks covered	218

4.7 Annex II: correspondence table with GRI

standards

219

4.8 Annex III: summary of our CSR
key performance indicators (KPIs)	222

4.9 Annex IV: complying with the European

	taxonomy	225
	4.9.1 Taxonomy Eligible / Aligned Turnover	228
	4.9.2 Taxonomy Eligible / Aligned Capex	229
	4.9.3 Taxonomy Eligible / Aligned Opex	230
4.10	Annex V: reporting methodology	231
4.11	Annex VI: audit report and reasonable
	assurance report - FY 2023	235

5	CORPORATE GOVERNANCE
	AND LEGAL INFORMATION	246
5.1	Framework for the implementation
	of Corporate Governance principles	248

5.1.1 The AFEP-MEDEF Corporate Governance

Code as a reference code

248

5.1.2 Summary table of the AFEP-MEDEF Code recommendations which have not been

applied	248
5.1.3 Ethics of the Board of Directors
and Executive Management	249
5.2 Governance structure	252
5.2.1 Guiding principles	252
5.2.2 The Board of Directors	256

5.3	Executive management	289
	5.3.1 Organization and modus operandi
	of the Executive Management	289
	5.3.2 Executive Management	289
5.4	Compensation of Corporate Officers	291
	5.4.1 Compensation policy of Corporate Officers	291

5.4.2 Compensation of Corporate Officers (Article L.22-10-34 I of the French

	Commercial Code)	301
5.4.3	Comparative table of compensation
	of the Chairman and Chief Executive
	Officer with respect to other employees
	compensation and Company performance	315

5.4.4 Compensation paid or awarded in 2023 (Article L.22-10-34 II

of the French Commercial Code)

316

5.5 Auditors' special report on regulated

agreements	318
5.6 Share capital and shareholding	319
5.6.1	Share capital	319
5.6.2	Shareholding	324
5.6.3 Main provisions of the Articles
	of Association	331

6	ANNEXES	334
6.1	Persons responsible	336

6.1.1 Person responsible for the universal

registration documentRFA

336

6.1.2 Attestation by the person responsible for the universal registration document

including the Annual Financial Report

336

6.1.3 Persons responsible for financial

information

336

6.1.4 Persons responsible for account audit and

fees

336

6.2 Third party information, statements by

	experts and declarations of interests	337
6.3	Consultation of legal documents	337
6.4	Cross-reference tables	337

6.4.1 Cross-reference table for the Universal

registration document

338

6.4.2 Annual Financial Report cross-

reference table

341

6.4.3 Cross-reference table of the Management Report, of the Corporate Governance Report and of the non-financial

performance statementRFA	341
6.4.4 Cross-reference table for the filing
of the financial statements	344
6.5 Glossary	345

This universal registration document (chapters 1 to 6) has been established in accordance with the Appendix 1 of the European Commission Regulation n° 809/2004 dated April 29, 2004.

IPSEN - 2023 UNIVERSAL REGISTRATION DOCUMENT3

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4 IPSEN - 2023 UNIVERSAL REGISTRATION DOCUMENT

GENERAL COMMENTS

In this universal registration document, unless stated otherwise, the terms "Company" and "Ipsen" refer to Ipsen S.A. and the term "Group" refers to Ipsen and its subsidiaries and shareholdings.

This universal registration document contains forward- looking statements about the Group's targets and forecasts, especially in section 3.1.6. Such statements may in certain cases be identified by the use of the future or conditional tense or by forward-looking words including but not limited to "believes", "targets", "anticipates", "intends", "should", "aims", "estimates", "considers", "wishes" and "may". These statements are based on data, assumptions and estimates that the Company considers to be reasonable. They are subject to change or adjustment owing to uncertainties arising from the vagaries inherent in all research and development activities, as well as in the economic, financial, competitive, regulatory and climatic environment. In addition, the Group's business activities and its ability to meet its targets and forecasts may be affected if certain risk factors described in section 2.2 - "Risk Factors" of this universal registration document arise. In addition, attainment of the targets and forecasts implies the success of the strategy presented in section 1.1.2 - "Group Strategy" of this universal registration document.

The Company makes no undertaking and gives no guarantee as to the attainment of the targets and forecasts shown in this universal registration document.

Investors are urged to pay careful attention to the risk factors described in the second chapter of this universal registration document before making their investment decision. One or more of these risks may have an adverse effect on the Group's activities, condition, results of operations or on its targets and forecasts. Furthermore, other risks not yet identified or considered as significant by the Group could have the same adverse effects.

This universal registration document also contains details of the markets in which the Group operates. This information is notably taken from research produced by external organizations. Given the very rapid pace of change in the pharmaceutical sector in France and the Rest of the World, this information may prove to be erroneous or out of date.

Forward-looking statements, targets and forecasts shown in this universal registration document may be affected by risks, either known or unknown, uncertainties or other factors that may lead to the Group's future results of operations, performance and achievements differing significantly from the stated or implied targets and forecasts. These factors may include changes in economic or trading conditions and regulations, as well as the factors set forth in section 2.2 - "Risk factors" of this universal registration document.

IPSEN - 2023 UNIVERSAL REGISTRATION DOCUMENT5

INTRODUCTION: KEY FIGURES

Neuroscience 21.08%

Rare Disease 3.74%

Oncology 75.18%

2023 Total sales by therapeutic area

1115.4 1,001.0

36.9%

32.0%

2022 2023

Core operating income (in million euros) and core operating margin (as a % of sales)

1.20 1.20*

2022 2023

Dividend per share paid for the financial year

(in euros)

• Proposed by the Ipsen S.A. Board of Directors, for vote at the next Annual Shareholders' Meeting.

	Other
	European
North	countries
15.1%
America
33.3%

Rest of the World 26.5%

Major western European countries 25.1%

2023 Total sales by geographic area

872.4 765.5

2022 2023

Core consolidated net profit (in million euros)

Finvestan	Treasury shares
0.22%	1.33%
Beech Tree*
26.03%
Directors		Free Float
	40.64%
(others)
0.23%
		Employee
		FCPE
		0.25%
Highrock		Other
26.03%
	registered
MR Schwabe	shareholders
4.34%		0.92%

Ownership of the Company's share capital at 31 December 2023 - Rounded percentage

* Directly and indirectly through its subsidiary MR BMH.

6 IPSEN - 2023 UNIVERSAL REGISTRATION DOCUMENT

KPI 1 - % of Women within the Global Leadership team

Key CSR performance indicators

Share price performance on the stock exchange

KPI 2 - GHG Emissions

GHG Scopes 1 & 2 Emissions Normalized to Revenue (tCO2e/Million€) Market-based

We have reduced our TCO2e by 16% year on year, driven by increased renewable electricity, utilities improvement projects and increase electrical vehicles in our fleet.

Shares in Ipsen S.A. have been traded on the Eurolist by Euronext™ market (Compartment A) since 7 December 2005, when the Initial Public Offering price was €22.20 per share.

Ipsen shares joined the Deferred Settlement System on 28 March 2007 and joined the SBF120 index on 24 December 2007.

Ipsen has implemented a Sponsored Level I American Depositary Receipt (ADR) program and trades on the over-the-counter market in the United States under the symbol IPSEY.

Share information

2023 trading data

ISIN Code	FR0010259150	Average share price	€110.17
Euronext Code	IPN.PA	Highest price (15/09/2023)	€130.70
ADR Code	IPSEY	Lowest price (31/01/2023)	€94.85
SRD / PEA Eligibility	Yes / Yes	Stock market capitalization (1)	€9,043.59M
Total Shares (1)	83.8M	Average daily volume	71,744

(1) As of 31 December 2023.

Comparison between Ipsen's share price performance and the principal stock market indicators between 3 January 2023 and 29 December 2023 (source: Onvista)

140

120

100

80

60

40

20

0

PRICE BASE 100 ON

• JANUARY 2023

		Ipsen Volume		Ipsen		S&P Pharmaceuticals		SBF 120		CAC Mid 60

January 2023

February 2023

March 2023

April 2023

May 2023

June 2023

July 2023

AUGUST 2023

September 2023

October 2023

November 2023

December 2023

300,000

250,000

200,000

150,000

100,000

50,000

0

VOLUME

IPSEN - 2023 UNIVERSAL REGISTRATION DOCUMENT7

1

PRESENTATION OF IPSEN AND ITS ACTIVITY

Sylvie

Laboratory technician Signes, France