Read the Registration Document - Guerbet

Application of legal provisions governing spin-offsIn accordance with Article L. 236-22 of the French commercial code, we inform you that the contribution willbe subject to French legal provisions governing spin-offs. To this purpose, you will be presented the reportof Mr. Raymond Dijols, the Transfer Auditor (Commissaire à la Scission) appointed by decision of thePresident of the Commercial Court of Commerce of Bobigny dated 6 February 2013.Delayed effect of the partial business transferWe inform you that the partial business transfer is subject to the following conditions precedent:Approval by the extraordinary general meeting of Guerbet of the partial business transfer;approval by the sole partner of Guerbet France, of the partial business transfer and the capitalincrease resulting from the issuance of 100 new shares of €10 per share, granted to Guerbet asconsideration for its contribution;It is however specified that the partial business transfer will have a delayed effect from a legal, accountingand tax standpoint defective 30 June 2013.As a result, the two conditions precedent must accordingly be fulfilled no later than 30 June 2013.Valuation methodIn accordance with accounting regulation 2004-01 of the French accounting standards authority (Autoritédes Normes Comptables) of 4 May 2004, as Guerbet and Guerbet France are jointly controlled entities, theassets and liabilities will be transferred according to their net carrying value.Accounts used to establish the terms of the transactionThe accounts relating to items transferred by Guerbet are, on a provisional basis, the accounts relating tothe "promotion and marketing" activity drawn up on the basis of the annual financial statements of thatcompany for the fiscal year ended 31 December 2012.These annual financial statements were adopted by your Board of Directors on 5 March 2013 andsubmitted for approval to your annual ordinary general meeting.The net carrying value of the business division contributed as shown in these financial statements is€1,000.It is specified that a settlement of accounts will be established between Guerbet and Guerbet France on theeffective date of the contribution, i.e. 30 June 2013, in order to retain the net carrying value of thecontribution in the accounts of Guerbet on that date.Any difference arising from variations in assets or liabilities between the amount of net assets of thecontribution on the date of the contribution agreement and the amount of net assets of the contribution onits effective date, will be adjusted by a contribution of an additional cash amount in the event of insufficientassets, which Guerbet undertakes to assure, or by constitution of a contribution premium in the event ofsurplus assets.Partial business transfer by Guerbet to Guerbet FranceUnder the terms of the draft agreement for the partial business transfer dated 4 April 2013: the assets contributed are valued at €2,878,298.95; the liabilities assumed amount to €2,877,298.95.In consequence, the net assets contributed by Guerbet to Guerbet France represent a value of €1,000.147