Read the Registration Document - Guerbet

Extraordinary resolutionsRESOLUTION NINE (Partial business transfer)The shareholders, subject to the quorum and voting majority requirements for extraordinaryshareholders’ meetings, after having reviewed:- the Board of Directors’ report;- the reports of Mr. Raymond Dijols, Cabinet GVA, CS 81691, residing at 105, avenue RaymondPoincarré, 75116 Paris Cedex 16, the transfer auditor (Commissaire à la Scission) appointed bydecision of the President of the Commercial Court of Commerce of Bobigny dated 6 February 2013,- the proposal for the partial business transfer (projet d'apport partiel d'actif) and the appendices theretoexecuted on 4 April 2013 with Guerbet France, a simplified joint stock company (Société par ActionsSimplifié), with a capital of €1,000, having its registered office at 15, rue des Vanesses – 93420Villepinte, and registered in Bobigny under No. 789 526 555, whereby Guerbet transmits to GuerbetFrance, by way of a partial business transfer in accordance with legal provisions governing spin-offseffective 30 June 2013, its entire division and stand-alone business of "promotion and marketing"consisting in the promotion and marketing in metropolitan France and its overseas departments andterritories DOM-TOM (i) of X-ray and MRI contrast agents and (ii) medical devices injectors,consumables and (iii) related services,approve all the provisions of this project and notably:- the contributions made by Guerbet to Guerbet France of the assets attached to the businesscontributed valued at €2,878,298.95 in exchange for assumption by Guerbet France, as thebeneficiary, of the liabilities attached to this same business to €2,877,298.95, or a net contribution ofassets of €1,000;- Evaluation performed of these contributions, as well as the deferred effect of this partial businesscontribution as of 30 June 2013;- the consideration for this net contribution, namely the allotment to Guerbet of 100 shares with anominal value of €10 per share, fully paid up, with a record date corresponding to the effective dateof the contribution, to be created by Guerbet France as a capital increase for €1,000.The shareholders duly note that the aforementioned contribution is subject to the condition precedent of itsapproval by the sole partner of Guerbet France, called to rule on this same day on this transaction and that willtake effect on 30 June 2013.Finally, the shareholders duly note that a new accounting statement will be produced by Guerbet and GuerbetFrance on the effective date of the contribution for the purpose of adjusting its value in relation to the assetsand liabilities originating from the accounts of Guerbet at 31 December 2012, and that this adjustment may, asapplicable, result in the contribution of additional cash consideration by Guerbet or contribution premium.The shareholders Grant all powers to the Chief Executive Officer to complete this contribution, directly orthrough an agent appointed by him, and in consequence:- to repeat, if required and in all forms, the partial business transfer made by the transfereeCompany, to draw up all additional, confirmatory or amending documents that may benecessary, fulfil all formalities that may be useful for the transmission of the items contributedby Guerbet to Guerbet France;- to fulfil all formalities, make all representations to finance administrations, all as well as anyservice of process or notification to any party and notably sign the "statement of regularity andconformity";- For the purpose of the above, to sign all documents and instruments, establish an address forservice, substitute and delegate within the limit of these powers, and do all that is necessary;- to formally record completion of the partial business transfer;- to ensure that all formalities resulting from the partial business transfer have been properlycompleted by the transferee Company of the contributions;- to set the final value of the assets contributed and the liabilities transmitted as shown in theaccounts of Guerbet at 30 June 2013.143