2016 REGISTRATION DOCUMENT 2016 REGISTRATION Building Bridges forPATIENT CARE 2016 REGISTRATION DOCUMENT SUMMARY GENERAL INTRODUCTORY COMMENTS 2 3 GROUP’S EMPLOYEES AND ENVIRONMENTAL ISSUES 135 3.1 Human resources 136 INTRODUCTION: KEY FIGURES 3 3.1.1 Group workforce 136 3.1.2 The Group’s Human Resources policy 138 1 PRESENTATION OF IPSEN AND ITS ACTIVITY 5 3.2 Environment, Health and Safety 140 1.1 Group’s overview and strategy 6 3.2.1 Regulatory Issues 140 1.1.1 History and Development of the Company 6 3.2.2 EHS Policy 141 3.2.3 EHS 2016 Performance 142 1.1.2 Group Strategy 8 3.2.4 Internal resources 151 1.2 Group’s activity and corporate structure 9 3.2.5 2016 Ipsen UN Global Compact Communication 1.2.1 The Group’s products 9 on Progress 151 1.2.2 Major Contracts 14 3.3 Social & societal information 154 1.2.3 Research and Development 18 3.3.1 Social relations 154 1.2.4 Intellectual Property 23 3.3.2 Societal information 155 1.2.5 Main Markets 25 4 CORPORATE GOVERNANCE 1.2.6 Regulations 26 AND LEGAL INFORMATION 165 1.2.7 The Group’s Legal Structure 27 4.1 Corporate governance 166 1.2.8 Risks Factors 28 4.1.1 Presentation of the Board of Directors and the Executive Committee 166 4.1.2 Reports of the Chairman of the Board 2 FINANCIAL INFORMATION OF THE COMPANY 39 and the Statutory Auditors 186 2.1 Management report for the financial year 40 4.1.3 Compensation of directors and officers 203 2.1.1 Significant events during the year 40 4.1.4 Agreements entered into by the Group with 2.1.2 Analysis of results 41 its senior executives or principal shareholders and Statutory Auditors’ Report 221 2.1.3 Net cash flow and financing 47 4.2 Information Related to the Company 2.1.4 Appendices 50 and its Share Capital 225 2.1.5 Subsequent events 56 4.2.1 Main Provisions of the Articles of Association 225 2.1.6 Group outlook 56 4.2.2 Share Capital 227 2.2 Consolidated financial statements 57 4.2.3 Shareholding 234 2.2.1 Consolidated income statement 57 5 ANNEXES 239 2.2.2 Consolidated balance sheet before allocation 5.1 Person responsible 240 of net profit 59 5.1.1 Attestation of the person responsible 2.2.3 Consolidated statement of cash flow 60 for the registration document 240 2.2.4 Statement of change in consolidated shareholders’ 5.1.2 Person responsible for financial information 240 equity 61 5.1.3 Person responsible for account audit and fees 240 2.2.5 Notes 63 5.2 Third party information, statements by experts 2.2.6 Statutory Auditors’ report on the consolidated and declarations of interests 241 financial statements 114 5.3 Consultation of legal documents 241 2.3 2016 Company financial statements 116 5.4 Components of the registration document, Board of directors’ report included in the registration 2.3.1 Summary document 116 document and Annual Financial Report 241 2.3.2 Notes to the annual financial statements 118 5.4.1 Component of the Annual Financial Report 241 2.3.3 Statutory Auditor’s Report on the annual financial 5.4.2 Correspondence table for the registration document 242 statements 131 2.3.4 Information related to Ipsen’s business activity 132 6 INDEX 247 This registration document has been established in accordance with the Appendix 1 of the European Commission Regulation n°809/2004 dated April 29, 2004. Société anonyme with a share capital of 83,580,494 euros Registered office: 65 quai Georges Gorse – 92650 Boulogne-Billancourt 419 838 529 R.C.S. Nanterre 2016 REGISTRATION DOCUMENT Pursuant to the provisions of its general regulations, in particular article 212-13, the Autorité des Marchés Financiers (AMF) has registered this registration document on 27 March 2017, under number D.17-0231. This document may not be used in support of any financial operation unless it is accompanied by a prospectus approved by the AMF. This document has been prepared by the issuer, and its signatories assume responsibility for its contents. Pursuant to the provisions of article 28 of EC regulation 809/2004 of 29 April 2004, readers are referred to the Document de Référence for Ipsen recorded by the AMF on 29 March 2016 under number D.16-0216 for the 2015 financial year and on 27 March 2015 under number D.15-0221 for the 2014 financial year, for the following financial information, prepared under IFRS (International Financial Reporting Standard): historical and consolidated financial statement (including the auditors’ reports). GENERAL INTRODUCTORY COMMENTS In this registration document, unless stated otherwise, Investors are urged to pay careful attention to the risk factors the terms “Company” and “Ipsen” refer to Ipsen S.A. and described in paragraphs 1.2.8.1, 1.2.8.2, 1.2.8.3, 1.2.8.4, the term “Group” refers to Ipsen and its subsidiaries and 1.2.8.5 and 1.2.8.6 of this registration document before shareholdings. making their investment decision. One or more of these risks may have an adverse effect on the Group’s activities, This registration document contains forward-looking condition, results of operations or on its targets and forecasts. statements about the Group’s targets and forecasts, especially Furthermore, other risks not yet identified or considered as in Chapter 2.1.4. Such statements may in certain cases be significant by the Group could have the same adverse effects, identified by the use of the future or conditional tense or by and investors may lose all or part of their investment. forward-looking words including but not limited to “believes”, This registration document also contains details of the markets “targets”, “anticipates”, “intends”, “should”, “aims”, “estimates”, in which the Group operates. This information is notably taken “considers”, “wishes” and “may”. These statements are based from research produced by external organizations. Given the on data, assumptions and estimates that the Company very rapid pace of change in the pharmaceutical sector in considers to be reasonable. They are subject to change or France and the rest of the world, this information may prove to adjustment owing to uncertainties arising from the vagaries be erroneous or out of date. inherent in all research and development activities, as well as in the economic, financial, competitive, regulatory and climatic Forward-looking statements, targets and forecasts shown in environment. In addition, the Group’s business activities and this registration document may be affected by risks, either its ability to meet its targets and forecasts may be affected known or unknown, uncertainties or other factors that may if certain of the risk factors described in Chapter 1.2.8 – lead to the Group’s future results of operations, performance “Risk factors” of this registration document arise. In addition, and achievements differing significantly from the stated or attainment of the targets and forecasts implies the success implied targets and forecasts. These factors may include of the strategy presented in section 1.1.2 – “Strategy” of this changes in economic or trading conditions and regulations, registration document. as well as the factors set forth in Chapter 1.2.8 – “Risk factors” of this registration document. The Company makes no undertaking and gives no guarantee as to attainment of the targets and forecasts shown in this registration document. 2 2016 Ipsen Registration document INTRODUCTION: KEY FIGURES 2016 Group sales by therapeutic areas 2016 Group sales by geographic areas Specialty Major Western Care Oncology European Other 80.3% 57.1% countries European 36.1% Countries 22.0% Endocrinology 5.1% Neurosciences 18.1% Primary Care North America Rest of the World 19.7% 17.2% 24.7% Core Operating Income (in millions of euros)(1) Core consolidated net profit (in millions of euros)(1) 364 328 264 234 2015 2016 2015 2016 Ownership of the Company’s share capital Dividend per share paid for the financial year (in euros) at 31 December 2016 0.85 0.85 FCPE Mayroy SA 0.2% 56.6% Treasury shares 1.4% Other registered shareholders 0.9% Directors Free Float (ex. Mayroy SA) 2015 2016 40.7% 0.2% (1) New definition of Core financial measures which excludes amortization of intangible assets (excluding software), gain or loss on disposal of fixed assets, restructuring costs, impairment losses and other non-core items. 2016 Ipsen Registration document 3 INTRODUCTION: KEY FIGURES Share price performance on the stock exchange Ipsen shares joined the Deferred Settlement System on Shares in Ipsen S.A. have been traded on the Eurolist by 28 March 2007. Euronext™ market (Compartment A) since 7 December 2005, Ipsen has implemented a Sponsored Level I American € when the IPO (Initial Public Offering) price was 22.20 per Depositary Receipt (ADR) program and trades on the over- share. the-counter market in the United States under the symbol Ipsen shares joined the SBF120 index on 24 December 2007. IPSE Y. Share information 2016 trading data ISIN Code FR0010259150 Average share price €56.8 Euronext Code IPN.PA Highest price (29/12/2016) €69.0 ADR Code IPSEY Lowest price (21/03/2016) €47.1 SRD / PEA Eligibility Yes / Yes Stock market capitalization(1) €5,740.4M Total Shares(1) 83.6 M Average daily volume 82,393.0 (1) As of 31 December 2016. Comparison between Ipsen’s share price performance and the principal stock market indicators between 4 January 2016 and 30 December 2016 (Source: Reuters) Price (€) Volume 75 1,000,000 70 800,000 65 600,000 60 55 400,000 50 200,000 45 40 0 July 16 July 16 May 16 May 16 April 16 June 16 March 16 March 16 August 16 August 16 January 16 January 16 October 16 October 16 February 16 December 16 December 16 November 16 September 16 Volume