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5) Auditors' special report on related party agreements and commitmentsThis is a free translation into English of a report issued in the French language and is provided solely for the convenience of Englishspeaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professionalauditing standards applicable in France.-------------Annual General Meeting called to approve the financial statements for the fiscal year ending 31 December2012To the shareholdersAs statutory auditors of your Company, we hereby present our report on related party agreements andcommitments.The terms of our engagement require us to communicate to you, based on information provided to us, theprincipal terms and conditions of those agreements and commitments brought to our attention or which wemay have discovered during the course of our audit, without expressing an opinion on their usefulness andmerits or identifying other such agreements and commitments, if any. It is your responsibility, pursuant toarticle R. 225-31 of the French Commercial Code, to assess the interest of these agreements andcommitments with a view to their approval.In addition, we are required, where applicable, to inform you in accordance with Article R. 225-31 of theFrench commercial code (Code de Commerce) concerning the implementation, during the year ended, ofthe agreements and commitments already approved by the General Meeting of the Shareholders.We performed procedures we deemed necessary in accordance with the professional guidelines of theFrench National Institute of Statutory Auditors (Compagnie nationale des Commissaires aux Comptes)relating to this engagement. These standards require that we ensure that the information provided to us isconsistent with the relevant source documents.AGREEMENTS AND COMMITMENTS SUBMITTED FOR APPROVAL TO THE SHAREHOLDERS' MEETINGAgreements and commitments approved in the period endedPursuant to Article R.225-40 of the French Commercial Code, the following transactions, previouslyauthorised by the Board of Directors of your Company, have been brought to our attention.- Agreement concluded with Guerbet LLCNature and purpose: intra-group agreement concluded between Guerbet and Guerbet LLC forGuerbet LLC to recharge Guerbet for a portion of its marketing expenses.Terms and conditions: recharging of these expenses applied retroactively as from 1 January2012 increased by a margin of 5%.Amount: for fiscal 2012, amounts recharged totalled €1,140,386.30.- Agreement concluded with MedexNature and purpose: agreement for the waiver of commercial debt in favour of Medex to permitthe reconstitution of its equity capital. This waiver is accompanied by a financial recoveryclause.Amount: the debt waiver amounted to €4,553,000.AGREEMENTS AND COMMITMENTS PREVIOUSLY APPROVED BY THE GENERAL MEETINGWe inform you that we have not been advised of any agreement or commitment already approved by theGeneral Meeting remaining in force in the period under review.137
Paris and Neuilly-sur-Seine, 11 April 2013The Statutory AuditorsFrench original signed by:Horwath Audit FranceDeloitte & AssociésMember of Crowe Horwath InternationalMarc de PrémareJean-Marie Le Guiner138
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CONTENTSCHIEF EXECUTIVE OFFICERS’
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CHIEF EXECUTIVE OFFICERS’ MESSAGE
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THE GUERBET GROUP1) History of the
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3) Business overview3.1 Guerbet is
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3.4 The pathologiesIn Oncology, the
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Guerbet's offering of products is c
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c) Research & development• R&D ob
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• A proactive partnering strategy
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5) Group organisation at 31 Decembe
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e) DistributionGuerbet distribute i
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DirectorsOther offices and director
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There exist no arrangements or unde
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Summary of compensation for Marie-C
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• Stock options granted to non-of
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I - 1Organisation of the work of th
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"Research and Innovation" Committee
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II - Internal control and risk mana
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4) Statutory Auditors’ report pre
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SHAREHOLDER INFORMATION1) The Guerb
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As at 31 December 2010SHARESVOTING
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considered to have automatically re
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10) Provisions of the Articles of A
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c) Earnings highlightsIFRS(in thous
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g) OutlookStrongly focused on the n
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3) Risk factorsThe company conducte
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• Sourcing risksGuerbet has an ex
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• Information technology risksAn
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• Five-year summary of consolidat
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• Other information included in t
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• Recruitment and dismissalsGuerb
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and employee savings. The goal is s
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• Measures adopted to promote emp
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) Pollution and waste managementThe
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3) Societal informationa) Territori
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• Consolidated income statementIn
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In thousands of euros• Statement
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Changes in standards and interpreta
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g) Research and development expendi
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Held to maturity investmentsHeld-to
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creation are recorded under "Other
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III) Notes to the financial stateme
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Aged trial balance information for
Page 88 and 89: 2.2 - Borrowings by currencyCurrenc
Page 90 and 91: 3.3 - Analysis of the sensitivity o
Page 92 and 93: Revenue2012European companiesfor th
Page 94 and 95: In 2005, the Group acquired for ¥5
Page 96 and 97: 6.2 - Analysis of property, plant a
Page 98 and 99: The change in the net value of inve
Page 100 and 101: 12.2 - Accrued employee benefitsa)
Page 102 and 103: Change in net liabilities of the pe
Page 104 and 105: 14.4 - Personnel by region at year-
Page 106 and 107: Note 22 - Research and development
Page 108 and 109: Note 25 - Related parties25.1 - Rel
Page 110 and 111: Note 27 - Basic earnings per share
Page 112 and 113: 2) Auditors’ report on the consol
Page 114 and 115: 3) Parent company financial stateme
Page 116 and 117: • Income statementIn thousands of
Page 118 and 119: • Statement of cash flowsIn milli
Page 120 and 121: c) Property, plant and equipmentPro
Page 122 and 123: Note 1 - Intangible assets1 - 1 - C
Page 124 and 125: Note 6 - Receivables by maturityCos
Page 126 and 127: Note 9 - Regulated provisionsInvest
Page 128 and 129: Note 13 - Sales by region2012 2011F
Page 130 and 131: Tax income or expense recorded in t
Page 132 and 133: Debt waiver agreements granted to a
Page 134 and 135: Capital lease commitments relative
Page 136 and 137: 4) Auditors' report on the separate
Page 140 and 141: ORDINARY AND EXTRAORDINARY GENERAL
Page 142 and 143: RESOLUTION THREE (Special report of
Page 144 and 145: Extraordinary resolutionsRESOLUTION
Page 146 and 147: 3) Report of the Board of Directors
Page 148 and 149: Application of legal provisions gov
Page 150 and 151: • Tenth draft resolution: stock s
Page 152 and 153: 2) The Statutory Auditorsa) Statuto
Page 154 and 155: 6) Articles of association (selecte
Page 156 and 157: 7) 2013 shareholders calendarEventD
Page 158 and 159: ) Annual financial reportInformatio
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