2018 REGISTRATION DOCUMENT 2018 REGISTRATION including the Annual Financial Report including the Annual Financial Wade Living with acromegaly Salt Lake City, USA (c) Ipsen 03.2019 / Matthew Bender / CAPA Pictures 2018 REGISTRATION DOCUMENT INCLUDING THE ANNUAL FINANCIAL REPORT SUMMARY INTRODUCTION 2 3.3.3 Statutory Auditor’s Report on the annual financial statements 131 INTRODUCTION: KEY FIGURES 3 3.3.4 Information related to Ipsen’s business activity 134 3.4 Significant engagement following the accounts settlement date of 31 December 2018 138 1 PRESENTATION OF IPSEN AND ITS ACTIVITY 5 1.1 Group overview and strategy 6 4 COMPANY SOCIAL RESPONSIBILITY 139 1.1.1 History and Development of the Company 6 4.1 Main company social and environmental 1.1.2 Group Strategy 7 responsibility risks 140 1.1.3 Business Model 9 4.2 Human resources 143 1.2 Group activity and corporate structure 9 4.2.1 Group workforce 143 1.2.1 The Group’s Products 9 4.2.2 Human Resources Framework 145 1.2.2 Major Contracts 16 4.3 Environment, Health and Safety 148 1.2.3 Research and Development 19 4.3.1 Regulatory Issues 148 1.2.4 Intellectual Property 23 4.3.2 EHS Policy 150 1.2.5 Main Markets 26 4.3.3 EHS 2018 Performance 154 1.2.6 Regulation 26 4.3.4 Internal resources 162 1.2.7 The Group’s Legal Structure 27 4.3.5 Ipsen UN Global Compact Communication 163 4.4 Social & societal information 167 2 RISKS AND CONTROL 29 4.4.1 Social relations 167 2.1 Risks Factors 30 4.4.2 Societal information 168 2.1.1 Business Risks 30 4.5 Methodological note on the social and environmental reporting 173 2.1.2 Industrial and Environmental Risks 31 2.1.3 Financial Risks 32 5 CORPORATE GOVERNANCE 2.1.4 Regulatory and Legal Risks 33 AND LEGAL INFORMATION 179 2.2 Risk Management and Internal Control 34 5.1 Board of Directors and Executive Management 180 2.2.1 Organization 34 5.1.1 Board of Directors 181 2.2.2 Information Management 36 5.1.2 Executive Management 204 2.2.3 Risk Management Framework 37 5.1.3 Compensation of Corporate Officers 211 2.2.4 Control Activities 38 5.1.4 Statutory Auditors’ special report on regulated 2.2.5 Review and Assessment of Internal Control 39 agreements and commitments 225 5.2 Information related to the Company and its share capital 228 3 FINANCIAL INFORMATION OF THE COMPANY 41 5.2.1 Main Provisions of the Articles of Association 228 3.1 Management report for the financial year 42 5.2.2 Share Capital 230 3.1.1 Significant events during the year 42 5.2.3 Shareholding 236 3.1.2 Analysis of results 43 3.1.3 Net cash flow and financing 49 6 ANNEXES 241 3.1.4 Appendices 52 6.1 Person responsible 242 3.1.5 Subsequent events 58 6.1.1 Attestation of the person responsible 3.1.6 Group outlook 58 for the registration document 242 3.2 Consolidated financial statements 2018 59 6.1.2 Person responsible for financial information 242 3.2.1 Consolidated income statement 59 6.1.3 Person responsible for account audit and fees 242 3.2.2 Consolidated balance sheet before allocation 6.2 Third party information, statements by experts of net profit 61 and declarations of interests 243 3.2.3 Consolidated statement of cash flow 62 6.3 Consultation of legal documents 243 3.2.4 Statement of change in consolidated shareholders’ 6.4 Cross-reference tables 243 equity 63 6.4.1 Cross-reference table for the Registration Document 243 3.2.5 Notes 65 6.4.2 Annual Financial Report cross-reference table 246 3.2.6 Statutory Auditors’ report on the consolidated financial statements 114 6.4.3 Cross-reference table of the Management Report and of the Board of Directors’ Report on Corporate 3.3 2018 Company financial statements 117 Governance 247 3.3.1 Summary document 117 6.4.4 Cross-reference table for the filing of the financial 3.3.2 Notes on the annual financial statements 119 statements 249 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 €83,808,761 Registered office: 65 quai Georges Gorse – 92650 Boulogne-Billancourt 419 838 529 R.C.S. Nanterre 2018 REGISTRATION DOCUMENT including the Annual Financial Report 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 26 March 2019. 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 23 March 2018 under number D.18-0180 for the 2017 financial year and on 27 March 2017 under number D.17-0231 for the 2016 financial year, for the following financial information, prepared under IFRS (International Financial Reporting Standards): historical and consolidated financial statement (including the auditors’ reports). INTRODUCTION 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 2.1.1; 2.1.2; 2.1.3 and 2.1.4 of this the term “Group” refers to Ipsen and its subsidiaries and registration document before making their investment shareholdings. decision. One or more of these risks may have an adverse effect on the Group’s activities, condition, results of operations This registration document contains forward-looking or on its targets and forecasts. Furthermore, other risks not statements about the Group’s targets and forecasts, yet identified or considered as significant by the Group could especially in Chapter 3.1.6. Such statements may in certain have the same adverse effects. cases be identified by the use of the future or conditional This registration document also contains details of the markets tense or by forward-looking words including but not limited in which the Group operates. This information is notably taken to “believes”, “targets”, “anticipates”, “intends”, “should”, from research produced by external organizations. Given the “aims”, “estimates”, “considers”, “wishes” and “may”. These very rapid pace of change in the pharmaceutical sector in statements are based on data, assumptions and estimates that France and the rest of the world, this information may prove to the Company considers to be reasonable. They are subject to be erroneous or out of date. change or adjustment owing to uncertainties arising from the vagaries inherent in all research and development activities, Forward-looking statements, targets and forecasts shown in as well as in the economic, financial, competitive, regulatory this registration document may be affected by risks, either and climatic environment. In addition, the Group’s business known or unknown, uncertainties or other factors that may activities and its ability to meet its targets and forecasts may lead to the Group’s future results of operations, performance be affected if certain risk factors described in Chapter 2.1 – and achievements differing significantly from the stated or “Risk factors” of this registration document arise. In addition, implied targets and forecasts. These factors may include attainment of the targets and forecasts implies the success changes in economic or trading conditions and regulations, of the strategy presented in section 1.1.2 – “Strategy” of this as well as the factors set forth in Chapter 2.1 – “Risk factors” registration document. of this registration document. The Company makes no undertaking and gives no guarantee as to the attainment of the targets and forecasts shown in this registration document. 2 2018 Ipsen Registration document INTRODUCTION: KEY FIGURES 2018 Group Sales by therapeutic area 2018 Group Sales by geographic area Other Specialty European Oncology Care North America 67.6% Countries 86.5% 27.7% 19.9% Rares Diseases Rest of 3.1% the World Neuroscience 18.5% 15.8% Major Western European Consumer Healthcare countries 13.5% 33.9% Core Operating Income (in millions euros) and core Core consolidated Net Profit (in millions euros) operating margin (as a % of sales) 659.9 503.6 491.6 29.7% 362.7 26.4% 2017 2018 2017 2018 Ownership of the Company’s share capital Dividend per share paid for the financial year (in euros)* at 31 December 2018 1.00 1.00 Employee Mayroy SA FCP 56.4% 0.3% Treasury shares 0.9% Other registered shareholders 0.9% Directors Free Float (ex. Mayroy SA) 2017 2018 41.3% 0.2% * Proposed by the Ipsen S.A. Board of Directors, for vote at the next Annual Shareholders’ Meeting. 2018 Ipsen Registration document 3 INTRODUCTION: KEY FIGURES Share price performance on the stock exchange Ipsen has implemented a Sponsored Level I American Shares in Ipsen S.A. have been traded on the Eurolist by Depositary Receipt (ADR) program and trades on the over- Euronext™ market (Compartment A) since 7 December 2005, the-counter market in the United States under the symbol when the IPO (Initial Public Offering) price was €22.20 per share. IPSE Y. Ipsen shares joined the Deferred Settlement System on 28 March 2007 and joined the SBF120 index on 24 December 2007.