IPSEN

Description of the Regulatory Framework of the Share Repurchase Program Proposed by the Board of Directors to Be Approved at the Combined Shareholders’ Meeting on 24 May 2022 (17th Resolution)

Regulatory News:

IPSEN (Paris:IPN) (OTC Pink:IPSEY):

In accordance with the provisions of Article L. 22-10-62 et seq. of the French Commercial Code, the European Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014, the Delegated Regulation n°2016/1052 of 8 March 2016, and the General Regulation of the French Autorité des Marchés Financiers (AMF), the present document aims to describe the objectives and characteristics of the repurchase by the Company of its own shares, that it could in theory implement, and proposed to the authorization of the Combined Shareholders’ Meeting today, 24 May 2022, in its 17^th resolution. The preliminary notice of meeting including the agenda and the draft resolutions has been published in the Bulletin des Annonces Légales Obligatoires (BALO) on 15 April 2022 and the notice of meeting in the BALO on 6 May 2022.

Date of the Shareholders’ Meeting called to authorize the repurchase of IPSEN’s own shares
The authorization for the Company to repurchase its own shares is proposed to the Combined Shareholders’ Meeting today, 24 May 2022, in its 17^th resolution.

Characteristics of the share repurchase program proposed to the approval of the Combined Shareholders’ Meeting

• Objectives:
  The objectives of the share repurchase program to be proposed at the Shareholders’ Meeting today, 24 May 2022, are to:
  • Stimulate the secondary market or ensure the liquidity of IPSEN shares through the activities of an investment service provider in the form of a liquidity agreement compliant with the practices authorised under the regulations, it being specified that within this context, the number of shares used to calculate the above-mentioned limit corresponds to the number of shares purchased, decreased by the number of shares sold;
  • Retain the purchased shares and subsequently deliver them for an exchange in the context of a merger, demerger or contribution or a payment related to possible external growth transactions;
  • Ensure the hedging of stock option plans and/or free shares plans (or similar plans) in favor of Group employees and/or corporate officers (including affiliated companies or economic interest groups) as well as all allocations of shares under a Company or Group savings plan (or a similar plan), as part of the sharing of the Company’s profits and/or all other forms of allocation of shares to Group employees and/or corporate officers;
  • Ensure the coverage of negotiable securities giving rights to the allocation of Company shares in accordance with the regulations in force;
  • Possibly cancel acquired shares, in accordance with the authorization granted or to be granted by the Extraordinary Shareholders’ Meeting.

• Characteristics:

These share purchases, sales, transfers or exchanges may be carried out by all means, including on the market or off-market, or by multilateral trading facilities or through systematic internalizers, or over-the-counter, including through the acquisition or sale of blocks of securities, and at any times as the Board shall see fit.