IPSEN: Information Relating to the Conditions of Termination of Mrs. Christel Bories' Corporate Duties

Regulatory News:

In accordance with Article L. 225-42-1 of the French Commercial Code and the recommendations of the AFEP-MEDEF corporate governance code, IPSEN publishes the following information relating to the termination of Mrs. Christel Bories' duties as Deputy Chief Executive Officer.

At its meeting held on February 15, 2016, the Board of Directors of the Company noted the departure of Mrs. Christel Bories due to diverging strategic considerations, and, on the recommendation of the Compensation Committee, it determined the following remuneration and compensation payable in connection with the termination of her duties:

• payment of a severance pay, with 50% of this severance pay including the amount payable for the non-compete clause set out below, amounting to EUR 2,920,000, corresponding to 24 months of fixed and variable remuneration;
• payment of the variable remuneration payable to Mrs. Christel Bories for the 2015 financial year, amounting to EUR 860,000;
• Mrs. Christel Bories shall continue to benefit from performance bonus shares and the medium term bonus that were granted to her within the framework of performance bonus shares and medium term bonus plans determined by the Board of Directors on March 27, 2014;
• Mrs. Christel Bories shall continue to benefit from 50% of the performance bonus shares and the medium term bonus that were granted to her within the framework of performance bonus shares plan and the Deferred Cash plan indexed on the IPSEN share price determined by the Board of Directors on April 1, 2015. To that end, the Board of Directors has lifted the condition of presence set out in the relevant plans and has authorized Mrs. Christel Bories to continue to benefit from 50% of said remuneration, calculated prorata temporis as to the time she has worked at the Company during the reference period provided for by the aforementioned plans;
• Mrs. Christel Bories shall not benefit from the Company's additional pension scheme.

In addition, Mrs. Christel Bories shall remain at the disposal of the Company's general management until March 31, 2016, in order to ensure a smooth managerial transition. During this period, she will continue to receive the gross monthly fixed remuneration that was paid to her in 2015, namely a sum of EUR 150,000 from January 1, to March 31, 2016. No variable remuneration will be paid to her for the 2016 financial year.

Said remuneration or compensation that will be due or granted to Mrs. Christel Bories within the framework of her departure is set out in greater details as an appendix to this press release.

In consideration for these financial items, Mrs. Christel Bories has entered into non-compete, prevention of certain conflict of interest’s situations, non-solicitation, confidentiality and cooperation undertakings within the framework of certain judicial and administrative procedures.

Annex -
Summary of the remuneration and compensation payable to Mrs. Christel Bories within the framework of her departure

¹ Subject to the approval of the accounts for the 2015 financial year by the Board of Directors held on February 29, 2016, and the fulfilment of the applicable performance criteria.

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