Ipsen S.A. (IPN) Earnings Call Transcript & Summary

Ladies and gentlemen, good afternoon. In the context of the current health crisis and in order to protect our shareholders, employees and service providers, this general meeting is exceptionally taking place in camera at the head office with our shareholders and other people being allowed to attend being physically present as Article 4 of the order of 25 March, 2020 provides. I am happy to welcome you to this combined general meeting as general -- as CEO and Chairman of the session, in line with this decision of the Board of Directors. In these conditions, I would like to thank all the shareholders who have voted remotely before the general meeting and all those who are following the live broadcast on the Ipsen Internet website. Let me start with the preliminary formalities to inform you about the Bureau and I would read the legal disclaimer. After an introduction to the general meeting that will be made by Marc de Garidel, Chairman of the Board, I will then come back to the group strategy and the road map 2020, financial performance 2019, financial guidance 2020, the financial outlook 2022 as well as the allocation proposal for earnings for FY 2019. Then Marc de Garidel will comment on governance and the work of the activities of the general -- of the Board of Directors and its committees in 2019. Antoine Flochel, Vice Chair of the Board and Chairman of the Remuneration Committee will explain the remuneration policy and remuneration items for the corporate officers; then Jean-Marie Le Guiner, representative of Deloitte & Partners will give you the statutory's report; Olivier Jochem, the company's secretary will then read the resolutions and the outcome of the vote. We'd like to point out that given the current circumstances and the fact that this meeting is taking place in camera, the presentations by Marc de Garidel, Antoine Flochel and Jean-Marie Le Guiner were prerecorded and will be broadcast in their entirety during this webcast. Let us now look -- move to the opening of the session, and I will share with you the makeup of the Bureau. Olivier will give us the final quorum of the meeting.

Thank you, Aymeric. Since it's impossible for shareholders to be physically present because of health measures adopted by the authorities in the struggle against COVID-19, shareholders were invited to vote remotely before this general meeting, either by post using their voting form or by the Internet. It comes out from the final attendance list drawn up by [indiscernible], centralizing bank, that the shareholders who have cast a vote account for 73,563,465 shares and 121,267,992 votes or a quorum of 88.58%. We have more than reached our quorum. And this general meeting can validly decide both on the ordinary part of the agenda and it's -- the extraordinary part. Since the general meeting is taking place in camera, this is a definitive quorum. The attendance list that testifies to this final quorum will be certified by the members of the Bureau at the end of the meeting.

Thank you, Olivier. I will now call this -- call to order this combined general meeting, and I will call the members of the Bureau to the podium. I have appointed Astellas in line with Article 8 of the Decree of 10 April, 2020 and with the delegation given to me by the Board, appointed Mr. François Garnier, Group Legal Counsel and [indiscernible] Head of HR of the group, who have accepted this function. They are here with us at the head office. I would like to thank them for that, and I propose that as secretary of this meeting, we appoint Olivier Jochem, who is sitting beside me. I would also like to thank the members of the Board of Directors who are following this general meeting with us remotely on the Internet. I would like to point out that our Judicial Officer, Mr. Miele, is attending this meeting. I will now give the floor to the meeting secretary for the legal disclaimers.

Thank you, Aymeric. This general meeting is taking place today on its first notice. It was convened in line with legal and regulatory obligations with the preliminary notice published in the BALO of 22 April, 2020 and a convening notice published in the BALO on 11 May, 2020 as well as in [indiscernible] have the same data. I have with me the required documents that are on the desk, namely a copy of the meeting and convening notices published in BALO on 22 April and 11 May, 2020. A copy of the legal gazette dated 11 May, 2020. A copy of the convening notice sent to shareholders and statutory auditors. The final attendance list drawn out by the centralizing bank. The reports of 32 auditors on the accounts closed 31st December, 2019, as well the special reports drawn up as part of the agenda for this meeting, a copy of the articles association as well as the registration document for 2019. I would like to point out that all the legal documents were made available to shareholders before today's meeting. We are brought together today in a combined general meeting in order to vote on 27 resolutions, 18 for the ordinary part and 9 for the extraordinary part. I will now give you a summary of the main items on the agenda. The ordinary resolutions are related to the approval of the company and consolidated accounts for the fiscal year ended 31st December, 2019, allocation of earnings for 2019 and the distribution of an amount of EUR 1 per share. Observation of the absence of new regulated third-party conventions, apart from those that benefit Mr. Marc de Garidel, Chairman of the Board; and Mr. David Meek, CEO, until 31st December, 2019. The ratification of the temporary appointment of Highrock S.àr.l and Beech Tree S.A as directors and the reappointment of Beech Tree S.A and Carol Xueref as directors. The approval of corporate office remuneration, what is called ex-ante and ex-post say-on-pay. And the authorization given to the Board to trade in the company's old shares. The extraordinary resolutions are related to authorization to be given to the Board in order to give free performance shares to salaried employees and/or some corporate officers of the company as well as some amendments to the articles of association. It is here, recalled that the agenda is on Page 8 of the French version of the convening notice. And the Board's report on the draft resolutions are on Page 17 of that brochure as added to by an addendum on Page 2 of the brochure as well as the report on corporate governance in the registration document, and it's addendum that are available on the ipsen.com website under Investors/General Meetings. I will inform you that no draft resolutions or items on the agenda were tabled by shareholders and no written questions were registered. I will now give the floor back to Aymeric.

Thank you, Olivier. Marc de Garidel, Chairman of the Board of Directors will now make a few introductory comments.

Good afternoon, ladies and gentlemen. First of all, I would like to express my thoughts for the families affected by COVID-19, and I want to thank all of the medical body, wherever they are, for their unrelenting devotion to saving patients affected by the disease. The current pandemic has a large-scale health impact as well as major economic impacts. Unlike many other sectors, the pharmaceutical industry is quite resilient to the crisis. Quite the contrary, our industry was fully mobilized to develop diagnostic devices, vaccines and therapies. In parallel, we made sure that patients were guaranteed access to the therapies and care that they need. Regarding Ipsen in 2019, fundamentals were solid for Ipsen's business. The group is still reinforcing its position in Specialty Care, which accounts for 89% of sales with an annual growth rate of 17% per year at constant ForEx. The group enjoys growing diversification of its sales. Sales in North America account for 30% of the group sales, mostly in the U.S. This share is growing with steady growth in Somatuline sales and the presence of Onivyde in the U.S. The group is still growing its clinical development programs ongoing in its R&D pipeline. It now has 6 advanced Phase III studies all being registered. In order to supply this pipeline, Ipsen is continuing with its portfolio growth company with nearly EUR 2 billion worth of acquisitions these last 3 years. Moreover, the group enjoys a robust financial structure and strong cash flow generation with net debt less than 2x EBITDA. Ipsen had a significant growth in its share price since January 2015. The group has overperformed the benchmark indices since 2015, it's still an attractive stocks compared to the indices -- EUROSTOXX 600 Healthcare or the SBF 120, there were major fluctuations on the share at the end of 2019 and in early 2020. Yet, however, the stock is holding up well now. Ipsen's enjoying robust share ownership. The [indiscernible] agreement is -- still has a majority, the 56% of capital and 72% of voting rights. Moreover, roughly 41% of Ipsen shares are floating and held by institutional and individual investors, most of them being French and American. The rest of the float is held by shareholders from diversified countries with a growing share of British investors. The end of the year 2019 was marked by the departure of David Meek, the former CEO of the company. As an interim CEO, Aymeric Le Chatelier was appointed and I would like to thank him warmheartedly for his excellent work and his efforts, especially during the unprecedented health crisis that we're going through. The Board of Directors started the headhunting process in order to identify the next CEO, and announced this morning the appointment of David Lowe as Chief Executive Officer and coopted him as member of the Board. His appointment as CEO will come into force on the 1st of July 2020. David Lowe is bringing with him 30 years of leadership and experience in many therapeutical areas especially oncology, central nervous system and cardio metabolic diseases as well as Consumer Healthcare. He's worked on the U.S., European and international markets. Since 2016, he's been CEO of Sanofi Pasteur. During his tenure, he managed a successful growth strategy and also developed a global portfolio of research and development assets and strengthened the production strategy. He joined Sanofi in 2013 as Senior Vice President for Commercial Operations Europe for Consumer Healthcare generics and prescription in the EC. He also served for 20 years in Roche, where he served in various functions as a Head of Global Oncology, Global Head of Marketing and Product Strategy and also as the Head of the Eastern Europe, Middle East and Africa region. David Lowe will be based in Boulogne-Billancourt. His task will be to deliver the group's consistent growth to flesh out the R&D pipeline with an external innovation strategy with high value-added over the long-term, and also to promote an entrepreneurship and agility culture focused on patients. And I will now give the floor back to Aymeric Le Chatelier, who will explain the group strategy for 2020 as well as the main financial highlights for the past year.

Thank you, Marc. I'm delighted now as CEO to give you more details about our strategy and our road map for 2020 and also, I will explain our financial performance for the fiscal year 2019. Before that, I would like to explain my utmost -- express my utmost gratitude for Ipsen staff who were [indiscernible] mobilized to make sure that our patients would maintain access to treatment in spite of the current crisis. In the face of the pandemic, Ipsen launched several initiatives, especially a EUR 2 million donation to Institut Pasteur to support research in COVID-19. And we also gave the possibility of each of our employees to become committed to the support of local initiatives that they care about. Since the beginning of the health crisis, Ipsen has taken all the necessary action in order to guarantee employee safety worldwide and guarantee business continuity so that patients could continue to enjoy treatment. The impacts of the crisis is still limited for the group. Ipsen has a robust product portfolio made up of diversified therapeutic solutions with major differentiators for critical and chronic pathologies. The sales teams have adopted -- have adapted their practices and the continued support for our carriers via digital tools. To date, the group has enough inventory for all products and in all geographical areas. No disruption is to be expected in the supply chain for our medicines. Regarding research and development, disruption in the supply for clinical trials is still limited in spite of a general slowdown in patient recruitment and integration of new sites in clinical trials that are ongoing. Our priority at Ipsen is still focused on growth and transformation. The group first benefits a robust financial situation with continued growth and improved margins. I will come back to it in a minute when I talk about the 2019 financial performance. The group's transformation is also going through research and development. The group continued to reinforce its product portfolio with development assets that are more or less advanced. The group also made strategic acquisitions such as Clementia Pharmaceuticals in April 2019 and the BLU-782 asset from Blueprint Medicines, so that we can build an innovative and lasting R&D pipeline. Our group's transformation is also going through the development of our talents and that of a strong company culture. The group strengthened its leadership in the 3 main therapeutic areas: oncology, neurosciences and rare diseases. In oncology, we are still maintaining our positioning on niche markets with differentiated and first-in-class products. Somatuline exceeded EUR 1 billion in sales in 2019, thanks to continued robust growth in the U.S. Cabometyx is now a benchmark, a reference in second-line kidney cancer. In neurosciences, for over 25 years, we've developed state-of-the-art expertise and unique competencies. Total sales for Dysport exceeded EUR 600 million in 2019, buoyed by strong commercial momentum. We also have a promising portfolio of development programs for Dysport and new generation neurotoxins. Then in rare diseases, we've put in place a patient-focused model. We're still developing palovarotene and we're working on identifying the next steps in order to provide first therapeutic solutions to FOP sufferers. Building an innovative and lasting product portfolio is still a priority for the group. Our R&D pipeline has never been so rich with 6 advanced phase trials and with diversified programs throughout our 3 strategic therapeutic areas. Amongst these programs, we recently got positive results for Cabometyx in first-line combination therapy in kidney cancer, and we've made progress for the development program for Onivyde. Ipsen has also a strong culture focused on corporate social responsibility. We are deploying our CSR initiatives covering 3 pillars: employees, patients in society and last but not least, the environment. Regarding staff, we are supporting and developing diversity and inclusion by guaranteeing a culture based on openness and respect. We are putting patients at the heart of our organization and we want to bring innovative solutions to benefit patients as fast as possible. And we are also striving to lessen our impact on the environment and to protect it in our production plans on all our sites and throughout the organization. And to further focus on our commitment, we recently introduced a CSR criteria in the long-term incentive programs for the group as well as in the syndicated loan contracts put in place in 2019 after the acquisition of Clementia. Our short-term priorities in 2020 are very clear for the short term. First of all, efficiently manage the current crisis related to COVID-19 whilst maintaining the secure -- safety of our employees and business continuity, we are currently working on full business resumption focusing on profitability and cash flow resumption. For palovarotene, the priority is still to engage the FDA and other regulators in order to identify the eligible patient population and to define a regulatory development plan for the treatment of FOP. Then the development of Cabometyx is still clear, and we recently had very encouraging readouts of the combination study, we are preparing to file the marketing approval for Cabometyx in combination with nivolumab in kidney cancer and first-line on our territories, and we are still exploring new potential indications for this product. In 2020, the priority is still to create long-term value for patients and shareholders via 3 main pillars. First of all, maximize growth in our Specialty Care portfolio, thanks to differentiated products that are first in their therapeutic class. We are also still transforming the Consumer Healthcare business in order to protect its profitability and make it more autonomous. And then we want to improve the value of our R&D pipeline whilst focusing on key programs. We are also focusing continuing on with our external acquisition and innovation strategy in order to provide new assets in order to build up an innovative and sustainable pipeline. Last but not least, we want to carry on transforming the group through leadership and talent development with a strong environmental conscience in order to bring innovative therapeutic solutions to patients. Since I'm also Chief Financial Officer for the group, I will give you more details about our 2019 financial performance, financial goals for 2020 and our midterm financial outlook for 2022. Ipsen went through another year of growth in 2019 with excellent operating performance. Group sales exceeded EUR 2.5 billion with growth in sales of 14.8% at constant ForEx, driven by 17.2% growth in Specialty Care with good performance for all products in all geographical areas. Business operating income grew by 18.9% and business operating margins reached 30.4% of sales, thanks to the optimized sales infrastructure in oncology, whilst continuing to invest in research and development that have accounted for many percent of our sales. The group still has a robust financial structure after the acquisition of Clementia and our financial structure will help us make additional investments for the group's growth. Regarding group sales, they were buoyed by continuing strong growth in oncology with 18% growth for Somatuline, driven by the new injection system. And in spite of the launch of a generic for octreotide in some European countries, sales of Cabometyx grew by 63% for the year, once again reflecting the continued launches and the positioning of the products in the various geographical areas and in various indications and therapeutic lines. Sales of Onivyde grew by 17% in -- up in the U.S. and other territories via the Ipsen partnership. Regarding Decapeptyl, the good momentum is continuing with growth of 9% in 2019, driven by our reinforced position as leader in Europe and double-digit growth in China. In neurosciences, Dysport enjoyed 10% growth over the year, thanks to good performance both on the therapeutic and aesthetic markets. And last but not least, in Consumer Healthcare, sales declined by 1.2% in 2019 with a more competitive landscape in China for Smecta. Regarding business operating income, as I said, it grew by 18.6%, thanks to the strong growth in sales on the one hand and excellent CapEx management on the other hand. To note, there was an improvement in gross margins with a decrease in unit cost by 1.5 percentage points, thanks to strong performance in Specialty Care, limited increase in commercial investment to support the Specialty Care products' growth, strong increase in R&D investment by 1.5 percentage points to reach 15% of sales to support oncology programs, development in recombinant neurotoxin syndrome and also the development of palovarotene. Consequently, the group's business operating margins improved to reach 30.4% of net sales. Regarding the other aspects of the P&L, operating income was a loss of EUR 33 million because of an impairment loss of EUR 669 million before tax because of difficulties encountered in 2019 and early 2020 in the development program related to palovarotene. This also reflected the restructuring costs and other operating expenses because of the group's transformation program and also the acquisition and integration costs for Clementia. Consolidated net income was a EUR 50 million loss to be compared with a profit of EUR 389 million in 2018. In 2019, the group did not only deliver solid performance in terms of growth and improvement in its operating margin, it also transformed its profitability into cash flow in order to make sure that we managed debt healthily. It generated over EUR 460 million in free cash flow for FY '19, thanks to excellent operating performance with EBITDA of over EUR 800 million, good WCR management and an increase in CapEx to finance growth. After the acquisition of Clementia and the payout of the dividend for 2018, net debt was EUR 1.1 billion at 31st December, 2019. Thus, the group has a CapEx capacity for its external growth of over EUR 1 billion at the end of 2020 to carry on with its development based on a maximum net debt-to-EBITDA ratio of 2x. The group also fully refinanced its debt in order to bolster its debt capacity to support future developments, lengthen the maturities of its debt and diversify funding sources. It, therefore, has a very robust financial situation with sizable cash flow and major financing. Regarding 2020 results and forecasts, for the first quarter 2020, Ipsen had robust growth with growth in sales of 8.7% at constant ForEx, driven by Specialty Care with growth of 12.5%. The impacts related to COVID-19, this crisis is limited to -- in the first quarter with higher order volumes at the end of March in some EU countries for oncology products that more than offset the slowdown of -- the observed slowdown in demand in China. In Q2, the situation started to improve in China, where business has been resuming gradually since April. The oncology portfolio is still robust against this backdrop in spite of delayed diagnosis and identification of new patients because of COVID-19. In Neuroscience, postponed toxin injections because of the epidemic have significantly impacted the sales of Dysport, both for the cosmetic and therapeutic markets. Because of uncertainty related to the extent and the reach of the pandemic in March, the group has decided to suspend its guidance for 2020. Further information will be given to you as the situation unfolds. Last but not least, I wanted to remind you of the midterm outlook as updated by the group for 2020 in order to take into account the latest business development. The outlook is net sales higher than EUR 2.8 billion in 2022. Business operating margin higher than 28% of net sales in 2022. It is noteworthy that the outlook is only based on the group's current portfolio, and it assumes that there will be a gradual launch of new generics of octreotide and lanreotide from 2021 onwards on the Somatuline market. This forecast excludes the impact of further growth CapEx made on the R&D pipeline during the period. Last but not least, today, based on the results of 2019, you are asked to vote on the allocation of the loss for fiscal year 2019 of an amount of EUR 626,923,254.03 as a reduction of the other reserves, legal reserves, contribution premium and share premium lines and to approve the distribution of EUR 1 per share for a total amount of EUR 83,814,526. This distribution will be -- will come as a reduction of the share premium line. The ex-dividend date is 3rd June, 2020 and payment will take place on 5th June, 2020. Now Marc de Garidel will tell you more about governance and the business of the Board of Directors and its committees.

As Chairman of the Board of Directors, I'm now going to talk you through the committees' work and the work of the Board of Directors. The document outlining all of this is available on the Ipsen website. The Board of Directors is made up of 13 members: 4 independent Board members, 5 women, 7 foreign Board members and 1 Board member representing salaried employees. As it was said this morning, David Lowe was co opted -- coopted, sorry, as Board member and it will be ratified officially at the next meeting. This is a well-balanced lineup as it has been over the last few years. We've brought people from different backgrounds together around the Board table. The Appointment Committee, the FX Committee and the Governance Committee, the Compensation Committee, the Audit Committee and the 2 Innovation and Development Committees for Consumer Healthcare and Specialty Care have also done a great work. They've been very busy in 2019. The Board came together 14 times, and the committees more than 30 times with a 90% attendance rate. Aymeric Le Chatelier earlier told you about the work of these committees. And I'd like to thank the Board members for their commitment and for all the work that they've put in. The Board was very busy throughout 2019 with the review of accounts, budgets and financial and extra financial performance, the review of the strategic plan, the follow-up on the integration of Clementia. In terms of governance, we have also been evaluated by an independent consultant, and that has been taken into account when looking for new General Director. The Board has also reviewed the FX policy of the group and the financial and nonfinancial risk map. There are 2 terms arriving or expiring rather for Iron S.àr.l and Beech Tree S.A -- sorry, Highrock S.àr.l since Anne Beaufour and Philippe [indiscernible] stepped down from their term. These renewals are submitted to your approval for the next 4 years as well as Carol Xueref, sorry. And you can find all of this information on renewals on Page 22 of the notice document. After this vote, the lineup of the Board would remain the same, and we would remain in keeping with the AFEP-MEDEF codes and regulations and gender parity would also be in keeping with the law. In the next 6 months, we will be designated a second Board member to represent employees. Second resolution pertains to the ratification of the Board members. And before his permanent representative, Highrock is a permanent guest to Development Committee for Specialty Care and Consumer Healthcare. Eighth and ninth resolution, ratification for Beech Tree S.A for a renewal of its 4-year term. It's a company from Luxembourg and holds 26% of Ipsen's capital and 33% of voting rights. Philippe Bonhomme is its representative. And they are part of different committees, audit, innovation, research and development. And thirdly, Carol Xueref and his renewal for a 4-year term. They were first nominated on the 1st of June 2012. And they're part of the Appointment Committees, the Compensation, Innovation and Development Committees as well. They have a strong international experience, especially in legal matters. Antoine Flochel, Vice Chairman of the Board and Compensation Committee is now going to talk you through the policy and the breakdown of the compensation of Board members.

Ladies and gentlemen, good afternoon. I'm going to walk you through the compensation policy of Board members, also known as say-on-pay ex-ante. This compensation policy takes into account the Board members for the very first time since the 27 November, 2019 Decree that influenced from the [indiscernible] pact. Resolution 11. The Resolution 11 and 12, the General Director and the Chairman of the Board. And then Resolution 13 for the other members. Now compensation given out for year 2019 for all pay members pay-on-say global Resolution 14. For the Chairman of the Board and for the General Director called say-on-pay ex-post individual, that's resolution 15 and 16. The exhaustive information for all of these elements are in the governance report under chapter 5.4 as well as in the notice that you've received under the chapter, Corporate Governance. So first of all, you have to approve the say-on-pay ex-ante for the 11th, 12th and 13th resolution. This compensation policy was decided by the Board member upon recommendation of the Compensation Committee. I'm going to talk you through the breakdown of the remuneration for Board members, a fixed and variable remuneration is given out with attendance fees that have been modified under the pact law. We have a 60% of variable share calculated on the basis of one's attendance to Board meetings and Committee meetings. For the Chairman of the Board, the 12th resolution, a fixed annual compensation is set out an additional retirement package, severance pay and a noncompetition clause and in kind advantages. And then finally, for the last point, fixed remuneration, variable annual performance compensation based on 2/3 on quantifiable performance indicators, consolidated result, operational income for activities, net benefit per share and cash flow. And the last 1/3 is based around qualitative indicators, strategy, activities, management and CSR. If that was not to happen, an exceptional or compensationary remuneration would be given out as well as an additional retirement package, severance pay and a compensation for noncompetition as well as eligibility to shares based on 1 or 2 internal criterias like financial ratios or external ratios such as the evolution of the share price benchmarked against similar companies. I would now like to talk you through the say-on-pay ex-post global and the say-on-pay ex-post individual. For the global side of things, it flows from the Decree of the 27 November, 2019 under Article L.2095-37-3 (sic) [ L.225-37-3 ]. All of that information that you have to vote on is in the report of the Board under the chapter Corporate Governance, and it covers the compensation of Board members under the fourth resolution, so the Chairman of the Board, the Board members and the General Director. Regarding these last 2 members, the compensation breakdown is outlined in the specific resolutions. The ex-post global say-on-pay also covers equity ratios that you can find in the 2019 document under chapter 5.4.3. Now 4 Board members during 2019, they received overall EUR 910,000. The fixed part was 40% and the variable part, 60%. They received for 2019 a total amount of EUR 978,000. Regarding Marc de Garidel, Chairman of the Board and David Meek, General Director until the 31st of December 2019, the information will be submitted to your vote on the 15th and 16th resolution for say-on-pay for the individual side of that. Marc de Garidel also received EUR 600,000 for fixed remuneration under 2019. And he received no variable compensation nor any compensation as a Board member nor any share -- performance shares. For 2019, the last member received the same amount as for the previous year. For the variable compensation for 2019 linked to performance 2019, it was an amount of a EUR 677,666 that can vary between 0% and 200%, depending on quantifiable performance criteria for 2/3 and qualitative criteria for 1/3. The paying of that amount needs the approval of today's general assembly. The annual compensation paid out in 2019 amounted to EUR 978,000. 11,730 performance shares under the plan, making up a total of EUR 1.3 billion and in kind advantages of EUR 8,049. David Meek did not receive any compensation -- severance pay because he stepped down by 31st December, 2019. But he did receive a noncompetition compensation of EUR 2.071 million in keeping with the agreements that had been made. David Meek has lost his rights to the performance plan, 13,365 shares and 2019, 11,730 shares. Thank you very much.

Jean-Marie Le Guiner from Deloitte & Associés for the statutory auditors is now going to talk you through the reports of the statutory auditors.

Thank you very much, dear shareholders, Deloitte as an associate and KPMG would like to say that we've completed our mission for the financial year 2019. We have produced 3 reports on consolidated accounts on the agreements -- regulated agreements and all of that can be found under the 2019 documents that you have received. Regarding the consolidated and annual accounts in Page 114 and 134 of the document, the objective of our mission is to make sure that we have the reasonable assurances that the accounts are true and fair. To that end, we've got an annual audit plan adapted to the activities in the business of the group, and it covers all the important nonrecurring activities as well as all the significant entities within the consolidating scope. We are also very careful when it comes to applying the accounting principles. And our audit plan and our findings were presented to the Audit Committee that we saw on several occasions as well as the Board of Directors. We believe that our work is sufficient to have a clear opinion. Our results of the financial year 2019 results as well as the financial position of the company in keeping with IFRS principles and French accounting regulations. You've been given -- and we don't have any particular comment on that. For our special report on regulated agreements on Page 237 of the main document, we have there, again, the -- outlined our work on additional retirement package and severance pay of Marc de Garidel, Chairman of the Board and Mr. David Meek, he was General Director up until the 31st of December 2019. Now for the extraordinary assembly, we also produced a report under the 18th resolution covering the potential operation of free shares for Board members or salaried employees. We have no observation on that particular matter. Thank you very much, Mr. Chairman. Thank you, dear shareholders, for your kind attention.

Olivier will now present the resolutions and the outcome of the vote of this meeting.

Thank you, Aymeric. Votes were cast by post on the Internet or via proxies. Internet voting was open until yesterday, Thursday, the 28th of May 2020 3:00 p.m. and postal voting was open until Tuesday, 26th of May 2020, included. As I said at the beginning of the meeting, I would like to remind you that the final quorum is more than reached. Shareholders who have cast their vote, respectively, account for 73,563,465 shares and 121,267,992 votes or a quorum of 88.58%. I will now move on to the presentation of resolutions and the outcome of the votes. You were asked to decide on 27 resolutions. Resolutions 1 to 3 are related to the accounts and payouts for the fiscal year 2019. Resolutions 4 to 6 are related to third-party regulated conventions and new commitments. Resolutions 7 to 10 are here for the ratification and reappointment of terms for directors. Resolutions 11 to 16 are related to the remuneration of corporate officers. Resolutions 17 and 18 are related to the renewal of financial authorizations. Resolutions 19 to 26 are related to changes to the articles of association. For each resolution, I will remind you of its purpose. I'd like to remind you that the full text of resolutions is available on Page 9 and SEC of the convening notice available, especially on the Internet sites of Ipsen. The outcome of votes will be displayed onstream resolution by resolution. The first ordinary resolution is here to approve the annual accounts for the fiscal year ended 31st December, 2019, with a loss of EUR 626,923,254.03. The outcome is the following: Approved with 99.99%. The second ordinary resolution is here to approve the consolidated accounts for the fiscal year ended 31st December, 2019, with a loss group share of EUR 50,698,000. The outcome is the following: The resolution is approved with 99.99% of votes. The third ordinary resolution is here to approve the allocation of earnings for 2019 and the payout of a gross amount of EUR 1 per share. The ex-dividend date is the 3rd of June, and the payout will take place on the 5th. The result is the following: The resolution is approved with 98.49%. Fourth resolution. To take note of the absence of new regulated conventions and commitments apart from those covered by resolutions 5 and 6. The result is the following: The resolution is approved with 99.02% of votes. Fifth ordinary resolution. To approve the report of the statutory auditors on the approval of commitments to the benefit of Mr. Marc de Garidel, Chairman of the Board, i.e. a compensation that may be due to the termination of his office and an individual pension scheme commitment with optional subscription. The result is the following: The resolution is approved with 81.69%. Resolution #6. To approve the report of the statutory auditors on the approval of the commitments to the benefit of Mr. David Meek, Chief Executive Officer until 31st of December 2019 for a benefit that may be due to -- because of the end of his term. The result is the following: The resolution is approved with 99.44% of the votes. Seventh ordinary resolution to ratify the temporary appointment of Highrock S.àr.l as Director. The result is the following: Approved with 97.84%. Eighth resolution. Ordinary resolution to ratify the temporary appointment of Beech Tree S.A as Director. The result is the following: The resolution is approved with 92.95%. Ninth resolution, ordinary resolution to reappoint Beech Tree S.A as Director. The result is the following: Approved with 93.05%. The tenth ordinary resolution to reappoint Madam Carol Xueref as Director. The result is the following: Approved with 92.78% of votes. 11th ordinary resolution, which is a new resolution stemming from the PACs law of 2019 -- May 2019 to approve the compensation items applicable to the members of the Board. The result is the following: 98.4% of the vote, the resolution is approved. 12th ordinary resolution. To approve the remuneration policy applicable to the Chairman of the Board. The result is the following: The resolution is approved with 98.85% of the vote. 13th ordinary resolution. To approve the remuneration policy applicable to the CEO and/or any other corporate officer. The result is the following: Approved, 80.53%. 14th ordinary resolution, also stemming from the PAC law of 2019 to approve the remuneration of corporate officers as provided for by Article L.225-37-3 of the commerce code for the fiscal year 2019. The result is the following: The resolution is adopted with 99.72%. 15th ordinary resolution to approve the remuneration items for Mr. Marc de Garidel, Chairman of the Board, for FY '19. This is individual ex-post say-on-pay. The result is the following: Approved, 99.24%. 16th ordinary resolution to approve the remuneration items from Mr. David Meek, Chief Executive Officer until the 31st of December 2019 for the fiscal year 2019. The result is the following: The resolution is approved with 83.89%. 17th ordinary resolution to authorize the Board of Directors to buy company shares, authorization for 18 months limited to 10% of share capital for a maximum purchase price of EUR 200 per share and a spot of the goals authorized by the law and AMF. The result is the following: The resolution is approved with 97.87%. Let's now move on to the resolutions for the extraordinary part of the combined meeting. 18th extraordinary resolution. To authorize the Board of Directors to grant free performance shares to salaried employees and/or certain corporate officers for a duration of 26 months and limited to 3% of the share capital. The result is the following: The resolution is adopted with 81.92% of votes. 19th extraordinary resolution to amend Article 12 of the articles of association related to the threshold triggering the obligation to appoint a second Director representing employees to the Board, in line with the PACs. law. The resolution is -- the result is the following: The resolution is adopted with 99.90%. 20th extraordinary resolution to amend Article 16.2 of the company articles in order to provide for written consultation of directors for certain decisions that are exhaustively enumerated by the laws and sales competition of directors or compliance between the articles of association and the law. The resolution is approved with 99.9%. 21st extraordinary resolution to amend article 10 regarding thresholds in line with the commerce code. The result is the following: The resolution is approved with 98.91% of the vote. 22nd resolution, extraordinary part to amend articles 12 and 13 of the articles of association regarding the holding of shares by directors. The result is the following: Approved, 99.71%. 23rd extraordinary resolution to add a new article 17.2 in order to subject certain significant decisions to preliminary authorization by the Board. The result is the following: Approved with 99.9%. 24th extraordinary resolution to amend Article 21.1 of the articles to subject to the general meeting, any disposal of significant assets as regulated by the AMF position of 2015. The result is the following: Approved by 99.93%. 25th extraordinary resolution. To harmonize articles of association with the latest legal provisions in terms of shareholder identification procedures, remuneration allocated to directors and a tally of votes during the general meeting. The result is the following: Approved with 99.88%. 26th extraordinary resolution. To authorize the Board to take note of changes in coding, if applicable. The result is the following: Approved with 84.87% of the vote. Last and final resolution, to give powers of proxy for formality. The result is the following: Approved with 99.99% of the vote. I will now give the floor back to Aymeric to close this meeting.

Thank you, Olivier. We have exhausted our agenda for today. I will now adjourn this meeting. Thank you for taking part in this remote general meeting. I would like to thank the whole Ipsen team, especially the technicians present today who helped this meeting take place in these circumstances. And we hope that the next general meeting that will take place at the same time next year will help us meet again in more normal conditions. Thank you. [Statements in English on this transcript were spoken by an interpreter present on the live call.]