Description of the regulatory framework for the shares

PARIS, FRANCE, May 28, 2024 – Pursuant to the provisions of Art. L.22-10-62 et seq. the French Commercial Code, Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014, Delegated Regulation No 2016/1052 of 8 March 2016 and the General Regulation Autorité des Marchés Financiers (AMF), this description is intended to describe the objectives and features of the Company’s acquisition of its own shares, which it could theoretically implement. This buyout is proposed for approval at today’s (May 28, 2024) Annual General Meeting on its 15th anniversary.^vol resolution. A preliminary notice of the meeting, including the agenda and draft resolutions, was published on the website Bulletin des Annonces Légales Obligatoires (BALO) on April 17, 2024 and notice of the BALO meeting on May 6, 2024.

The day of the Ordinary General Meeting convened to consent to the repurchase of IPSEN’s own shares

The Company’s authorization to acquire its own shares is proposed to the Ordinary General Meeting today, May 28, 2024, on its 15th anniversary.^vol resolution.

Characteristics of the share purchase program proposed for approval by the Supervisory Board Annual General Meeting

Goals

The purpose of the share purchase program that will be proposed at today’s (May 28, 2024) Annual General Meeting is:

• stimulate the secondary market or provide liquidity for Ipsen shares through the operation of an investment services entity in the form of a liquidity agreement consistent with practices permitted by law, provided that in this context the number of shares used to calculate the limit set out below corresponds to the number of shares purchased less the number of shares sold;
• retain the acquired shares and then deliver them for exchange as part of a merger, division or contribution or payment in connection with any external growth transactions;
• provide security for share option schemes and/or free share schemes (or similar schemes) in favor of Group employees and/or management (including affiliated companies or economic interest groups) as well as any share allocations under the Company’s or Group’s savings plan ( or similar plan) as part of the distribution of the Company’s profits and/or any other form of allocation of shares to the Group’s employees and/or management staff;
• ensure coverage of transferable securities entitling to the allocation of Company shares in accordance with applicable regulations;
• alternatively, redeem the acquired shares, in accordance with the authorization granted or to be granted by the Extraordinary Ordinary General Meeting.

Characteristic: :

Such purchases, sales, transfers or exchanges of shares may be made by any means, including on or off the market, through multilateral trading facilities or through systematic internalisers, outside a regulated market, including through the purchase or sale of holdings of securities and at any time the Management Board deems appropriate.

The Company reserves the right to use options or derivatives in accordance with applicable regulations. Transactions could not be made during the public offering initiated by a third party for the Company’s shares and until the end of the offering period.

The maximum amount of share capital that can be acquired, the maximum number and characteristics of relevant shares, the maximum repurchase price

The maximum percentage of shares that may be repurchased on the basis of the authorization proposed to the Ordinary General Meeting on May 28, 2024 is determined in accordance with Art. L.22-10-62 et seq and L.225-210 of the French Commercial Code, with a possible repurchase within the maximum number of shares, which may not constitute more than 10% of the total number of shares constituting the share capital (i.e. 8,381,452 shares as of today), noting that this limit is calculated as at the date of redemptions, adjusted, if applicable, to take into account any increases or decreases in share capital that may occur during the period covered by the program. The number of shares taken into account to calculate this limit corresponds to the number of shares repurchased, less the number of shares sold during the program in connection with the liquidity goal.

Since the Company cannot hold more than 10% of the share capital, and taking into account the number of shares already held as at April 30, 2024, amounting to 1,109,181 (which constitutes approximately 1.32% of the share capital), the maximum theoretical number of shares that may be repurchased, will amount to PLN 7,272,271, which constitutes approximately 8.68% of the share capital, unless the shares already held are transferred or canceled.

The maximum purchase price proposed at today’s (May 28, 2024) Ordinary General Meeting was set at EUR 200 per share. As a result, the theoretical maximum amount likely to be allocated for this buyout will be set by the Annual General Meeting at EUR 1,676,290,400 based on the number of 83,814,526 shares.

Duration

According to 15^vol resolution proposed at today’s (May 28, 2024) General Meeting, a possible repurchase of shares may take place within 18 months from the date of this General Meeting, i.e. by November 27, 2025.

This power of attorney invalidates and replaces the previous power of attorney granted by the General Meeting on May 31, 2023.^vol ordinary resolution.

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

• Ipsen – Description of the share purchase program – May 28, 2024