Read the Registration Document - Guerbet

3) Report of the Board of Directors on the proposed resolutions• Fifth draft resolution: authorisation granted to the Board of Directors for trading inown shares of the CompanyThe authorisation that the Ordinary General Meeting may grant to the Board of Directors to purchase andsell shares of the Company in accordance with Article L.225-209 of the French commercial code, wouldpermit, if required:- 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 maximum number of shares that may be acquired would be 5% of the share capital of the Companycorresponding to 152,502 shares with a par value of €4 per share. It is moreover specified in connection withthe use of this authorisation that the maximum number of treasury shares must at all times be limited to 10% ofthe share capital.The maximum purchase price shall be €200 per share and the minimum purchase price €20. Inconsequence, the total amount that may be set aside for the purchase of the company's own shares maynot 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.This authorisation is granted for eighteen months from the date of the General Meeting. It supersedes and willreplace the authorisation previously granted under resolution five of the General Meeting of 25 May 2012.Board of Directors145