Read the Registration Document - Guerbet

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RESOLUTION THREE (Special report of the Auditors on related party agreements as required byarticle L 225-86 of the French commercial code and approval of said agreements)The shareholders, after having reviewed the special report of the Auditors on related party agreements asprovided for by article L 225-86 and L 225-38 of the French Commercial Code, ruling on this report, approvethe agreements mentioned therein.RESOLUTION FOUR (Setting attendance fees)The shareholders set a maximum amount for attendance fees of €166,200 for the fiscal year ending 31December 2012.RESOLUTION FIVE (Authorisation to be granted to the Board of Directors for trading in own shares)The shareholders, after having reviewed the Board of Directors' report and the Statutory Auditors’ specialreport, in compliance with the provisions L. 225-209 et seq. of the French Commercial Code and ECregulation No. 2273/2003 of 22 December 2003 authorise the Board of Directors to have the Companypurchase its own shares:This authorisation is granted for the following purposes if necessary:- The grant of shares to employees and/or executive management of the company (in accordancewith conditions and procedures provided for by law) and notably in connection with stock option andstock purchase option plans, bonus share plans or a company employee savings plan;- The purchase of shares to be held and subsequently remitted in connection with tender offers orpayment for eventual acquisitions where provided for by the AMF, French financial marketauthority;- Market-making or share liquidity services provided by an investment service provider through aliquidity agreement in compliance with the conduct of business rules of the AMAFI (the Frenchassociation of securities industry and financial market professionals) recognised by the AMF.The acquisitions, sale or transfer of shares referred to above may be carried out by all means provided forunder law and applicable regulations, including through the use of financial derivatives or the acquisition orsale of blocks of shares.These transactions may be carried out at any time, including notably during public offerings of theCompany's shares, provided said offering is settled in full in cash and subject to application of theabstention periods provided for by applicable laws and regulations.The shareholders set the maximum number of shares that may be acquired under this resolution at 5% of theshare capital of the Company on the date of this meeting which corresponds to 152,502 shares with a par valueof €4 per share. It is moreover specified in connection with the use of this authorisation that the number oftreasury shares must be taken into account so that the Company remains at all times within the maximumthreshold for treasury shares equal to 10% of the share capital.The maximum purchase price is €200 per share and the minimum purchase price is €20. Accordingly, theshareholders decide that the total amount that may be set aside for the purchase of the company's ownshares may not exceed €30,500,400 on the basis of 152,502 shares.Subject to exercise of the authorisation that may be granted by the shareholders, in connection with the tenthresolution, the maximum number of shares that may be acquired by the Company will be 610,008 shares with amaximum purchase price of €50 and a minimum price of €5.In the case of a capital increase through the capitalisation of additional paid-in capital, earnings or other meansthrough the grant of bonus shares during the period this authority is valid as well as in the case of stock splits orreverse stock splits, the total nominal amount mentioned above shall be adjusted by the application of amultiplier factor equal to the ratio between the number of shares comprising the share capital before and afterthe issue.141
The shareholders grant all powers to the Board of Directors, that it may further delegate under theconditions provided for by law, notably to:- Resolve to implement this authorisation, subject to the provisions of the company's Articles ofAssociation;- Place all stock market orders, conclude all agreements, notably for the purpose of maintaining theregisters recording the purchase and sale of shares, in compliance with applicable financial marketregulations;- Make all representations and fulfil all formalities, and in general, undertake everything that isrequired.The Board of Directors will inform the shareholders at the annual ordinary general meeting of alltransactions carried out under this resolution.This authorisation is granted for 18 months from the date of this meeting. It supersedes and replaces theauthorisation previously granted under resolution five of the General Meeting of 25 May 2012.RESOLUTION SIX (Appointment of Claire Jouault as Director)The shareholders appoint as of today Mrs. Marie-Claire Claire Jouault, a French national born 27 August 1961in Paris, residing at 13, rue du Trosy – 92140 Clamart, to the Board of Directors of the Company for a period ofsix years that shall expire at the end of the Ordinary General Meeting of the shareholders to be held in 2019 torule on the accounts for the fiscal year ending 31 December 2018.RESOLUTION SEVEN (Appointment of Yves L’Epine as Director)The shareholders appoint as of today Mr. Yves L’Epine, of French nationality and born 24 October 1959 inParis, residing at 112, avenue du Belloy – 78110 Le Vésinet, to the Board of Directors of the Company for aperiod of six years that shall expire at the end of the Ordinary General Meeting of the shareholders to be held in2019 to rule on the accounts for the fiscal year ending 31 December 2018.RESOLUTION EIGHT (Replacement of a Joint-Deputy Auditor of the Company)The shareholders, duly noting the decision of Mr. Becouze to retire from his activity as an auditor decide toappoint for the remainder of this term, as Joined-Deputy Auditor, the firm Becouze, A French public limitedcompany (Société Anonyme) with capital of €291,500, having its registered office at 1, rue de Buffon – 49100Angers and registered in the Angers Trade and Company Register (R.C.S.) under No. 323 470 427.142
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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
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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 140 and 141: ORDINARY AND EXTRAORDINARY GENERAL
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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