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) - Seite 2

The Company would reserve the right to use options or derivative instruments in accordance with applicable regulations. The transactions could not be carried out during a public offer period initiated by a third party for the Company’s shares and until the end of the offer period.

• Maximum amount of share capital that could be acquired, maximum number and characteristics of the corresponding shares, maximum repurchase price:

The maximum percentage of shares that might be repurchased pursuant to the terms of the resolution proposed to the Shareholders’ Meeting on 24 May 2022 is set, in accordance with Articles L22-10-62 et seq and L. 225-210 of the French Commercial Code, at a possible repurchase within the limit of a maximum number of shares that may not represent more than 10% of the total number of shares comprising the share capital (i.e., 8,381,452 shares as at today), specifying that the said limit is considered as of the date of the repurchases, adjusted, if applicable, to take into account the potential share capital increases or reduction that may occur during the period covered by the program. The number of shares taken into account for the calculation of the said limit corresponds to the number of shares repurchased, deducted by the number of shares sold during the program in connection with the liquidity purpose.

Since the Company is not allowed to hold more than 10% of its share capital, and considering the 1,276,056 shares already held as of 30 April 2022 (representing 1.52% of the share capital), the maximum theoretical number of shares that may be repurchased would be 7,105,396, representing 8.48% of the share capital, unless transfers or cancellations of shares already held.

The maximum purchase price proposed to the Shareholders’ Meeting today, 24 May 2022, is set at €200 per share. Consequently, the theoretical maximum amount likely to be devoted to these repurchase would be set by the Shareholders’ Meeting at €1,676,290,400 based on a number of 83,814,526 shares.

• Duration:

In accordance with the resolution proposed to the Combined Shareholders’ Meeting to be held today, 24 May 2022, any repurchase of shares may be implemented within a period of 18 months following the date of the Shareholders’ Meeting, i.e. until 23 November 2023.

This authorization will cancel and supersede the previous authorization granted by the Shareholders’ Meeting on 27 May 2021 in its seventeenth ordinary resolution.

The present publication is available on the Company’s website (www.ipsen.com).