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  • Ipsos

    REFERENCE DOCUMENT

  • Reference document – Ipsos 2018

    2 Ipsos Ι Reference document 2018 Ι www.ipsos.com

    Persons responsible for the Reference

    document, the audit of financial

    statements and the financial

    information

    1. Persons responsible 8

    2. Principal Statutory Auditors 9

    A research leader to understand

    the world

    3. Selected financial information 11

    4. Main risks factors and uncertainties

    facing the Ipsos group 12

    5. Information about the issuer 18

    6. Activities at a glance 26

    7. Organisational structure 39

    A socially responsible Group

    8. Social and environmental

    information 44

    Results and financial situation

    9. Review of the issuer’s financial

    situation 81

    10. Cash and capital resources 87

    11. Research and development 87

    12. Information on trends 88

    13. Forecasts or estimations of the

    benefit 89

    General Summary Corporate governance

    14. Board of Directors and management

    bodies 91

    15. Compensation and benefits 103

    16. Functioning of the corporate

    and management bodies 126

    17. Employees 146

    18. Major shareholders 147

    19. Related-party transactions 151

    Financial statements

    20. Financial information concerning

    the issuer’s assets and

    liabilities, financial position and

    profits and losses 155

    Additional information

    21. Additional Information 241

    22. Material Contracts 262

    23. Third party information,

    statement by experts and

    declarations of any interest 262

    24. Publicly available documents 263

    25. Information on holdings 264

    General meeting of shareholders

    of 4 May 2018

    26. General meeting of 4 May 2018 266

    Cross-reference tables

    27. Cross-reference tables 280

  • Reference document – Ipsos 2018

    3 Ipsos Ι Reference document 2018 Ι www.ipsos.com

    Reference document

    This Reference document was filed with the Autorité des Marchés Financiers on 23 April 2019 in accordance with Article 212-13 of the AMF's General Regulations.

    It may be used in support of a financial transaction, provided it is accompanied by a transaction note approved by the Autorité des Marchés Financiers. The document has been prepared by the issuer and its signatories incur liability in this regard. The document has been prepared by the issuer and its signatories incur liability in this regard.

    This Reference document contains an annual financial report in accordance with Article L.451-1-2 of the French Commercial Code and a management report in

    accordance with Articles L.225-100 et seq. of the French Commercial Code. Finally, this document corresponds to the annual report that will be submitted to

    the shareholders at the General Meeting of 4 May 2018.

    This Reference document is available from Ipsos SA, 35 rue du Val de Marne – 75013 Paris as well as on the Ipsos website: www.ipsos.com and on the website

    of the Autorité des Marchés Financiers: www.amf-france.org

    http://www.amf-france.org/

  • Reference document – Ipsos 2018

    4 Ipsos Ι Reference document 2018 Ι www.ipsos.com

    GAME CHANGERS

    « Game Changers » is the Ipsos signature.

    At Ipsos we are passionately curious about people, markets, brands and society.

    We make our changing world easier and faster to navigate and inspire clients to make smarter decisions.

    We deliver with security, simplicity, speed and substance.

    We are Game Changers.

    www.ipsos.com

    http://www.ipsos.com/

  • Reference document – Ipsos 2018

    5 Ipsos Ι Reference document 2018 Ι www.ipsos.com

    Message from the President In 2018, Ipsos implemented a project called Total Understanding. While Ipsos' growth was moderate at +0.7%, Ipsos had once again proved its ability to grow faster than its direct competitors. In an uncertain environment where public and private players must anticipate the evolutions of an increasingly fragmented and competitive market, Ipsos quickly realised that its success will depend on its ability to adapt to the new challenges its customers are facing. Therefore, we designed and implemented a transformation project to achieve sustainable growth. Set up between 1 July and 31 December 2018, this transformation plan draws on all Ipsos' strengths, in particular, its expertise in know-how, science and technology, and the talent of its expert and passionate teams. These relevant choices ensure a good understanding of society, markets nd people. "Total Understanding" is a growth project focused on the added value of our offer. Its deployment requires the following elements:

    • The creation of 17 Service Lines, bringing together more than 75 different services offered to our customers, for greater specialisation, speed and consistency in all markets;

    • The creation of a new organization dedicated to managing our customer relationships at the global and local levels, and to strengthening our position in areas such as platforms and media;

    • The strengthening of our presence in key markets such as the United States, the United Kingdom, Germany and France, but also ,and probably above all,in the new major markets of China, India, Russia and Turkey;

    • Improving our means of access to the best of science and technology, in particular, through the homogenization of our scientific organization, to better understand, developand actionall that our customers need;

    • Targeting strategic acquisitions to provide the structures and solutions that will enable us to provide precise answers to the new business questions our clients are asking themselves. In 2018, we continued to strengthen our social media intelligence capabilities with the acquisition of Synthesio, a leader in platforms dedicated to listening to the web and analyzing social media data. We were extremely pleased to acquire four key divisions of GFK Research and to welcome these teams of experienced professionals in October 2018.

    2019 will be a pivotal year, the first year following the implementation of this project in the various markets where Ipsos operates. It is expected to be a year of higher growth than that observed in 2018.

    Paris, 19 April 2019

    Didier Truchot

  • Reference document – Ipsos 2018

    6 Ipsos Ι Reference document 2018 Ι www.ipsos.com

    Preliminary

    Note

    In accordance with Article 28 of the European regulation No.809/2004/EC of 29 April 2004, the present Reference document incorporates by reference the following information to which the reader is invited to refer to:

    - the consolidated financial statements and the Auditors’ report on the consolidated financial statements for the year ended 31 December 2016 as presented respectively in Parts 20.2 (p.161) and 20.1 (p.159) of the 2016 Reference document filed with the Autorité des Marchés Financiers on 6 April 2017 under number D.17-0338;

    - the parent-company financial statements and the Auditors’ report on the parent-company financial statements for the year ended 31 December 2016 as presented respectively in Parts 20.4 (p.215) and 20.3 (p.214) of the 2016 Reference document filed with the Autorité des Marchés Financiers on 6 April 2017 under number D.17-0338;

    - the Auditors’ special report on related-party agreements for the year ended 31 December 2016 as presented in Part 19.2 (p.154) of the 2016 Reference document filed with the Autorité des Marchés Financiers on 6 April 2017 under number D.17- 0338;

    - Chapter 3 “Selected financial information” of the 2016 Reference document (p.11) filed with the Autorité des Marchés Financiers on 6 April 2017 under number D.17-0338;

    - the consolidated financial statements and the Auditors’ report on the consolidated financial statements for the year ended 31 December 2015 as presented respectively in Parts 20.2 (p.160) and 20.1 (p.192) of the 2015 Reference document filed with the Autorité des Marchés Financiers on 31 March 2016 under number D.16-0251;

    - the parent-company financial statements and the Auditors’ report on the parent-company financial statements for the year ended 31 December 2015 as presented respectively in Parts 20.4 (p.215) and 20.3 (p.214) of the 2015 Reference document filed with the Autorité des Marchés Financiers on 31 March 2016 under number D.16-0251;

    - the Auditors’ special report on related-party agreements for the year ended 31 December 2015 as presented in Part 19.2 (p.155) of the 2015 Reference document filed with the Autorité des Marchés Financiers on 31 March 2016 under number D.16-0251;

    - Chapter 3 “Selected financial information” of the 2015 Reference document (p.11) filed with the Autorité des Marchés Financiers on 31 March 2016 under number D.16-0251;

    Parts not included by reference to the 2015 and 2016 Reference documents are either of no relevance to investors or are covered by another Section of this Reference document. The 2015 and 2016 Reference documents are available on the Ipsos website www.ipsos.com and in French onl