Read the Registration Document - Guerbet

• Ninth draft resolution: partial business transferTo the shareholders,We have called this extraordinary shareholders' meeting to submit for your approval, as required by law andthe Company's articles of association, the partial business transfer (apport partiel d’actif) of the entire andstand-alone division of the "promotion and marketing" activity of Guerbet in favour of Guerbet France.We will provide you with full details and additional information concerning the items and documentsprovided for under applicable regulation and that will remain available to you in accordance with thestatutory deadlines.You may thereafter consult the report of the transfer auditor (commissaire à la scission).Proposed partial business transfer (apport partiel d’actif) of the entire stand-alone business of the"promotion and marketing" activity of Guerbet in favour of Guerbet FranceWe propose that you rule on the partial business transfer of the entire stand-alone business of the"promotion and marketing" activity of Guerbet in favour of its wholly-owned subsidiary, Guerbet France, asimplified joint stock company (Société par Actions Simplifiée), with a capital of €1,000, having its registeredoffice at 15, rue des Vanesses – 93420 Villepinte, and register in Bobigny under No. 789 526 555.The proposed contribution submitted to you was adopted by your Board of Directors on 4 April 2013 and thedraft agreement to that effect was signed on that same day.Purpose of the partial business transferThe partial business transfer thus proposed relates to a plan for the internal reorganisation of the GuerbetGroup.To address the new challenges, notably in order to permit its commercial forces to both effectively reachcustomers and adapt to changing regulatory requirements, the promotional and marketing activities ofGuerbet must evolve in consequence.The objective of this reorganisation is thus to group these activities within a stand-alone entity whichinvolves the contribution by Guerbet of its "promotion and marketing" division in favour of its wholly-ownedsubsidiary, Guerbet France.For this contribution, the "promotion and marketing" activity will be given the status as a stand-alone legalentity that is necessary for its activity while enabling it to benefit from the constant backing of the GuerbetGroup through a reciprocal collaboration.It is specified that the bodies representing Guerbet personnel were informed in advance and consulted onthe subject of the proposed partial business transfer and rendered a favourable decision on 8 January 2013Assets and liabilities to be contributedThe complete and stand-alone division of the activity to be transferred to Guerbet consists in the promotionand marketing in metropolitan France and French overseas departments and territories of: X-ray and MRI contrast products; Medical devices, injectors and related consumables.The contribution will concern mainly the injectors, the contract relating to these injectors and the personnelattached to this sector of activity. The customer base relating to this activity will not however be transferredbut Guerbet France will act, in time, as a commission agent on behalf of Guerbet.It is specified that Guerbet France will be responsible only for those liabilities it assumes within theframework of the partial business transfer and shall not be jointly and severally liable for other liabilities ofGuerbet, and that Guerbet shall not be jointly and severally liable with Guerbet France for the debtstransmitted to the latter within the framework of the proposed partial business transfer.146