Read the Registration Document - Guerbet

Consideration for the partial business transferThe consideration in payment for the contribution is determined on the basis of the actual value of thebusiness division contributed by Guerbet and the actual value of the beneficiary company, Guerbet France,according to the evaluation methods attached to the draft agreement for the partial business transfer.Based on the method applied, the actual value of the business contributed is €1000 and the actual value ofGuerbet France is €1000 or a value of €10 per share.The number of shares of Guerbet France to be issued in consideration for the contribution will consequentlybe 100 shares.In consequence and as consideration in payment for this net contribution, Guerbet France will increase itscapital by €1,000 through the creation of 100 shares with a par value of €10 per share fully paid up, allallotted to Guerbet.These new shares will carry rights with a date of record on the effective date of the contribution, i.e. 30 June2013 and, on this condition, be fully fungible with existing shares, and carry the same rights and incur thesame expenses.They will be tradable as from the effective date of the contribution, i.e. 30 June 2013.From a tax perspective, the transaction will be governed by the preferential tax regime provided for byArticles 210 A and 210 B of the French General Tax Code (Code Général des Impôts) with respect tocorporate income tax and the special provisions covered by Articles 816 and 817 of said Code and Articles301 E and 301 F of Appendix II of said Code with respect to registration rights.These draft resolutions are presented to you for the purpose of implementing this partial business transfer.We accordingly hope that you approve this proposal and hereby request that you grant in consequenceyour Chief Executive Officer all powers to make all decisions concerning the procedures for executing thistransaction and fulfilling all legal formalities relating thereto.Board of Directors148