Read the Registration Document - Guerbet

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ORDINARY AND EXTRAORDINARY GENERAL MEETINGOF 24 MAY 20131) AgendaOrdinary resolutions1. Reports of the Board of Directors and the Chairman of the Board of Directors.Reports of the Statutory Auditors on the separate parent company and consolidated financialstatements of the 2012 financial period.Approval of the parent company and consolidated financial statements of the 2012 financial period.Special report of the Statutory Auditors issued in accordance with article L 225-235 of the FrenchCommercial Code on internal control and risk management procedures relating to the preparation andprocessing of accounting and financial information.Grant of discharge for members of the Board of Directors, Supervisory Board and the StatutoryAuditors for the performance of their duties for the year under review.2. Appropriation of earnings and distribution of dividends.3. Special report of the auditors on related party agreements as required by article L 225-86 and L 225-38of the French commercial Code and approval of said agreements.4. Determination of attendance fees.5. Authorisation to be granted to the Board of Directors to buy and sell shares of the company.6. Appointment of Mrs. Claire Jouault to the Board of Directors.7. Appointment of Mr.Yves L’Epine to the Board of Directors.8. Replacement of a Joint-Deputy Auditor of the CompanyExtraordinary resolutions:9 Partial business transfer (apport partiel d’actif)10. Stock split of the Company' sharesOrdinary resolution11. Powers for formalities.139
2) Resolutions submitted to shareholdersOrdinary resolutionsRESOLUTION ONE (Approval of the parent company and consolidated financial statements for thefiscal year ended 31 December 2012 and grant of discharge to members of the Board of Directors,Supervisory Board and the Auditors)The shareholders, after having reviewed the reports of the Board of Directors and the Board’s Chairmanand the reports of the Auditors, approve the parent company and consolidated financial statements for the2012 fiscal year as presented.On this basis, they approve the operations reflected in the financial statements or summarised in thesereports and grant a discharge to the Board of Directors and the Auditors for the performance of their dutiesin the period under review.RESOLUTION TWO (Appropriation of earnings and distribution of dividends)The shareholders, after recognising that net income for the 2012 period was €6.682.782.72, approve thefollowing appropriation of earnings and the distribution of dividends proposed by the Board of Directors:Net income 6.682.782,72Retained earnings 55.112.064,69Total appropriation 61.794.847,41In eurosLegal reserve -Distributable profit 61,794,847.41Initial dividend (minimum payout under the Article of Associations) 732,011.04Additional dividend 5,368,080.96Total net dividend 6,100,092.00Balance allocated to retained earnings 55,694,755.41The shareholders set in consequence the dividend for this period at €2.00 per share. This dividend will bepayable on 7 June 2013 in favour of the 3,050,046 shares comprising the capital stock at 31 December2012.In accordance with the provisions of Article 158 of the French General Tax Code, individuals who areFrench tax residents qualify for a tax allowance on this dividend of 40%.If on the date of payment, the company holds treasury shares, the amount corresponding to undistributeddividends on said shares will be allocated to retained earnings.Information on dividends paid out for the last three financial periods are reported below as required by law:YearTotal distributionGross dividend per21 Tax allowanceshare2009 € 6,843,962.25 € 2.25 € 0.902010 € 5,490,082.80 € 1.80 € 0.722011 € 5,490,082.80 € 1.80 € 0.721 Before tax and social levies.2 For natural persons having their tax residence in France.140
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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
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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 138 and 139: 5) Auditors' special report on rela
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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