Read the Registration Document - Guerbet

More documents

Recommendations

Info

2) The Statutory Auditorsa) Statutory auditorsFirst appointmentLastreappointmentExpiration ofappointmentDeloitte & AssociésMember of the Deloitte Touche Tohmatsunetwork represented by Jean-Marie Le Guiner185, avenue Charles de Gaulle92524 Neuilly-sur-Seine CedexGeneral Meetingof 21 May 1987General Meetingof 27 May 2011General Meetingrelating tofiscal 2016Horwath Audit FranceMember of the Crowe Horwath Internationalnetwork represented by Mr. Marc De Prémare15 rue de la Baume, 75008 ParisGeneral Meetingof 23 May 2008General Meetingof 21 May 2010General Meetingrelating tofiscal 2015b) Deputy auditorsFirst appointmentLast reappointmentExpiration ofappointmentB.E.A.S.Represented by Mr. William Di Cicco7-9 villa Houssay92524 Neuilly-sur-Seine CedexGeneral Meetingof 3 June 2005General Meetingof 27 May 2011General Meetingrelating tofiscal 2016M. Jean-Jacques Becouze19 rue René Rouchy49100 AngersGeneral Meeting of23 May 2008General Meeting of21 May 2010General Meetingrelating tofiscal 20153) Share capitala) History of changes in share capitalExecutive/Board of Directorsmeeting date recording thecapital increase4 January 2007Type of capitalincreaseNumber ofsharesissuedNumber of sharescomprising theshare capitalAggregateshare capital(in €)10,199 2,985,518 11,942,0723 January 2008 19,051 3,004,569 12,018,2766 January 2009 From the exercise of 15,396 3,019,965 12,079,86019 January 2010 stock options21,796 3,041,761 12,167,04419 January 2011 8,285 3,050,046 12,200,184N/A - 3,050,046 1 12,200,1841 As no stock options were exercised in 2011 and 2012, the amount of share capital has remained unchanged since 19 January 2011.151
) Non-equity securitiesNone4) Documents on displayThe registration documents for the last three fiscal years are available for consultation at the websitewww.guerbet.com under the heading "Finance" along with all other documents relating to regulatedinformation (interim financial reports, press releases, monthly notices on the number of shares and votingrights, etc.).In addition, in compliance with statute, all shareholders possess a right of inspection and on that basis mayconsult the documents mentioned in Article L.225-15 of the French Commercial Code at company'sregistered office located at 15 rue des Vanesses – 93420 Villepinte, France.a) General information about the company• Legal form and company nameThe company name is Guerbet SA that is organised in the form of a Société Anonyme (a French joint stockcompany) with a Board of Directors governed by French law.• Date of incorporationGuerbet was created on 16 July 1926 from the transformation of a joint venture company (Société enParticipation) originally created in 1901 into a limited partnership (Société en Commandite Simple) andsubsequently into a joint-stock company (Société Anonyme) on 1 January 1965. On 27 October 2001 itadopted the dual form of corporate governance for French joint-stock companies with an Executive Boardand a Supervisory Board. Pursuant to the decision of the combined shareholders' meeting of 21 May 2010this form was changed to a French joint stock company with a Board of Directors (Société Anonyme àConseil d’Administration). The term of the company expires on 30 June 2100 saving early dissolution orextension as with the initial extension of 99 years already decided of the Extraordinary General Meeting on8 December 1998.• Place of incorporation, registration number and French activity codesGuerbet is registered in the Companies Register (Registre du Commerce et des Sociétés) of Bobigny underNo. 308 491 521 with the APE activity code 2120 Z – Manufacture of Pharmaceutical Preparations.• Financial yearEach fiscal year lasts for one year, commencing on 1 January and ending on 31 December of each year.152
Page 3 and 4:
CONTENTSCHIEF EXECUTIVE OFFICERS’
Page 5 and 6:
CHIEF EXECUTIVE OFFICERS’ MESSAGE
Page 7 and 8:
THE GUERBET GROUP1) History of the
Page 9 and 10:
3) Business overview3.1 Guerbet is
Page 11 and 12:
3.4 The pathologiesIn Oncology, the
Page 13:
Guerbet's offering of products is c
Page 16 and 17:
c) Research & development• R&D ob
Page 18 and 19:
• A proactive partnering strategy
Page 20 and 21:
5) Group organisation at 31 Decembe
Page 22 and 23:
e) DistributionGuerbet distribute i
Page 24 and 25:
DirectorsOther offices and director
Page 26 and 27:
There exist no arrangements or unde
Page 28 and 29:
Summary of compensation for Marie-C
Page 30 and 31:
• Stock options granted to non-of
Page 32 and 33:
I - 1Organisation of the work of th
Page 34 and 35:
"Research and Innovation" Committee
Page 36 and 37:
II - Internal control and risk mana
Page 38 and 39:
4) Statutory Auditors’ report pre
Page 40 and 41:
SHAREHOLDER INFORMATION1) The Guerb
Page 42 and 43:
As at 31 December 2010SHARESVOTING
Page 44 and 45:
considered to have automatically re
Page 46 and 47:
10) Provisions of the Articles of A
Page 48 and 49:
c) Earnings highlightsIFRS(in thous
Page 50 and 51:
g) OutlookStrongly focused on the n
Page 52 and 53:
3) Risk factorsThe company conducte
Page 54 and 55:
• Sourcing risksGuerbet has an ex
Page 56 and 57:
• Information technology risksAn
Page 58 and 59:
• Five-year summary of consolidat
Page 60 and 61:
• Other information included in t
Page 62 and 63:
• Recruitment and dismissalsGuerb
Page 64 and 65:
and employee savings. The goal is s
Page 66 and 67:
• Measures adopted to promote emp
Page 68 and 69:
) Pollution and waste managementThe
Page 70 and 71:
3) Societal informationa) Territori
Page 72 and 73:
• Consolidated income statementIn
Page 74 and 75:
In thousands of euros• Statement
Page 76 and 77:
Changes in standards and interpreta
Page 78 and 79:
g) Research and development expendi
Page 80 and 81:
Held to maturity investmentsHeld-to
Page 82 and 83:
creation are recorded under "Other
Page 84 and 85:
III) Notes to the financial stateme
Page 86 and 87:
Aged trial balance information for
Page 88 and 89:
2.2 - Borrowings by currencyCurrenc
Page 90 and 91:
3.3 - Analysis of the sensitivity o
Page 92 and 93:
Revenue2012European companiesfor th
Page 94 and 95:
In 2005, the Group acquired for ¥5
Page 96 and 97:
6.2 - Analysis of property, plant a
Page 98 and 99:
The change in the net value of inve
Page 100 and 101:
12.2 - Accrued employee benefitsa)
Page 102 and 103: Change in net liabilities of the pe
Page 104 and 105: 14.4 - Personnel by region at year-
Page 106 and 107: Note 22 - Research and development
Page 108 and 109: Note 25 - Related parties25.1 - Rel
Page 110 and 111: Note 27 - Basic earnings per share
Page 112 and 113: 2) Auditors’ report on the consol
Page 114 and 115: 3) Parent company financial stateme
Page 116 and 117: • Income statementIn thousands of
Page 118 and 119: • Statement of cash flowsIn milli
Page 120 and 121: c) Property, plant and equipmentPro
Page 122 and 123: Note 1 - Intangible assets1 - 1 - C
Page 124 and 125: Note 6 - Receivables by maturityCos
Page 126 and 127: Note 9 - Regulated provisionsInvest
Page 128 and 129: Note 13 - Sales by region2012 2011F
Page 130 and 131: Tax income or expense recorded in t
Page 132 and 133: Debt waiver agreements granted to a
Page 134 and 135: Capital lease commitments relative
Page 136 and 137: 4) Auditors' report on the separate
Page 138 and 139: 5) Auditors' special report on rela
Page 140 and 141: ORDINARY AND EXTRAORDINARY GENERAL
Page 142 and 143: RESOLUTION THREE (Special report of
Page 144 and 145: Extraordinary resolutionsRESOLUTION
Page 146 and 147: 3) Report of the Board of Directors
Page 148 and 149: Application of legal provisions gov
Page 150 and 151: • Tenth draft resolution: stock s
Page 154 and 155: 6) Articles of association (selecte
Page 156 and 157: 7) 2013 shareholders calendarEventD
Page 158 and 159: ) Annual financial reportInformatio
show all

Read the Registration Document - Guerbet

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?