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6) Articles of association (selected provisions)a) Board practices• Powers of the Board of Directors (article 12)The Board of Directors shall determine the business strategy of the Company and ensure itsimplementation. Notwithstanding the powers specifically assigned to the Shareholders’ Meetings by law,and within the limit of the Company’s purpose, the Board shall consider any question related to the properfunctioning of the Company and take all appropriate decisions for its business.The Board of Directors shall perform such controls and verifications that it judges appropriate.Each Director shall be provided with all information necessary to perform his or her duties and may obtaincopies of documents considered useful for this purpose.The Board of Directors grants authorisations provided for by statute (and notably those provided for underthe provisions of Article L. 225-38 of the French Commercial Code) as well as, for the measures of internalpolicy not enforceable on third parties, authorisations mentioned in article 14 of these articles ofassociation.The Board may create special committees from among its members. It determines the composition andfunctions of such committees that exercise their activity under its responsibility, without however delegatingto these committees those authorities vested upon the Board itself by statute or the articles of associationor reducing or limiting the Board’s powers.The Board of Directors may grant one or more of its members special powers for specific purposes.Directors other than legal entities are prohibited from contracting loans from the company in any formwhatsoever, to guarantee overdrafts on current accounts or otherwise or secure their undertakings towardthird parties and such arrangements may accordingly be rendered null and void. These same restrictionsapply to the Chief Executive Officer (Directeur Général) or Deputy Chief Executive Officer(s) (DirecteursGénérals Délégués) and permanent representatives of legal entity directors, as well as their spouses,ascendants and descendants as well as to all persons acting as intermediaries.Directors cannot enter into any personal or joint contractual obligations, relating to their commitments to theCompany, other than those provided by statute.• Powers of the Chief Executive Officer (article 14)Subject to limitations provided for by statute, the Chief Executive Officer shall be vested with the broadestpowers to act in all circumstances on behalf of the Company.However, under the terms of the Board charter and without this provision being binding on or enforceableby third parties, the Board of Directors may limit the scope of the Chief Executive Officer's powers.• Powers of the Deputy Chief Executive Officer (article 14)The Board of Directors, upon agreement with the Chief Executive Officer, shall determine the scope andduration of powers vested to the Deputy Chief Executive Officers. However, the Deputy Chief ExecutiveOfficer shall have the same powers as the Chief Executive Officer vis-à-vis third parties.153
) Provisions of the articles of association governing the distributionof earnings• Distribution of earnings (article 23)Distributable profits comprise profits for the financial year less prior losses and amounts appropriated toreserves by law and under the company’s Articles of Association, plus retained earnings.Following the approval of the financial statements and recognition of a distributable profit, a non-cumulativeamount is deducted representing 6% of paid-up and unredeemed shares possessed by shareholders as aninitial dividend.The general meeting may appropriate from distributable profit any sum it deems fit to be carried forward asretained earnings or transferred to revenue reserves.The balance, when it exists, is distributed to shareholders in proportion to the number of shares they own.The general meeting ruling on the accounts of the financial year is entitled to grant to each shareholder, forall or part of the dividend or interim dividend distributed, an option between payment in cash or in shares.c) Provisions of the articles of association relating to share capitalProvisions of the Articles of Association relating to share capital are presented in the third section of thisdocument, "Shareholder information".d) Other provisions of the articles of association• Corporate charter (article 2)The purpose of the company, in France and all other countries includes:- The administration and management of all companies or enterprises and direct or indirect interestsin all undertakings of these companies or enterprises and through all means;- Research and technical assistance to all companies, notably in the chemical and pharmaceuticalareas;- The purchase, sale, manufacturing, processing and exploitation of all chemical or pharmaceuticalproducts;- The purchase, production, exploitation, sale and distribution of all products and pharmaceuticalspecialities and all related accessories, articles and services;- Pharmacological and clinical research, as well as the production and distribution of all productsdestined for pharmaceutical and clinical trials;- The creation, registration, acquisition and direct or indirect use of all invention patents, theacquisition of all licenses and their direct or indirect exploitation;- Acquisition of equity interests in all industrial, commercial, financial, real estate and investmentcompanies, the creation of all companies, participation in capital increases, mergers, spin-offs,merger-demergers and partial mergers;- The acquisition and management of all securities and ownership rights, through all means, notablythrough subscriptions, contributions, acquisitions of shares, shares of founders or beneficiaries ofshare rights, partnership interests or other types of ownership interests and bonds;- And, in general, all industrial, commercial, financial, securities and real-estate transactions whichmay be directly or indirectly related to the above or contribute thereto.154
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CONTENTSCHIEF EXECUTIVE OFFICERS’
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CHIEF EXECUTIVE OFFICERS’ MESSAGE
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THE GUERBET GROUP1) History of the
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3) Business overview3.1 Guerbet is
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3.4 The pathologiesIn Oncology, the
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Guerbet's offering of products is c
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c) Research & development• R&D ob
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• A proactive partnering strategy
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5) Group organisation at 31 Decembe
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e) DistributionGuerbet distribute i
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DirectorsOther offices and director
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There exist no arrangements or unde
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Summary of compensation for Marie-C
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• Stock options granted to non-of
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I - 1Organisation of the work of th
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"Research and Innovation" Committee
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II - Internal control and risk mana
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4) Statutory Auditors’ report pre
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SHAREHOLDER INFORMATION1) The Guerb
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As at 31 December 2010SHARESVOTING
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considered to have automatically re
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10) Provisions of the Articles of A
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c) Earnings highlightsIFRS(in thous
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g) OutlookStrongly focused on the n
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3) Risk factorsThe company conducte
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• Sourcing risksGuerbet has an ex
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• Information technology risksAn
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• Five-year summary of consolidat
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• Other information included in t
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• Recruitment and dismissalsGuerb
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and employee savings. The goal is s
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• Measures adopted to promote emp
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) Pollution and waste managementThe
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3) Societal informationa) Territori
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• Consolidated income statementIn
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In thousands of euros• Statement
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Changes in standards and interpreta
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g) Research and development expendi
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Held to maturity investmentsHeld-to
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creation are recorded under "Other
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III) Notes to the financial stateme
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Aged trial balance information for
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2.2 - Borrowings by currencyCurrenc
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3.3 - Analysis of the sensitivity o
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Revenue2012European companiesfor th
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In 2005, the Group acquired for ¥5
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6.2 - Analysis of property, plant a
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The change in the net value of inve
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12.2 - Accrued employee benefitsa)
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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 152 and 153: 2) The Statutory Auditorsa) Statuto
Page 156 and 157: 7) 2013 shareholders calendarEventD
Page 158 and 159: ) Annual financial reportInformatio
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