Read the Registration Document - Guerbet

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e) DistributionGuerbet distribute its products in nearly 70 countries on all five continents.Group sales are assured:- Directly through the sales organisation;- Through licensees;- Through distributors.• Direct salesThe Group's strategy has been to gradually shift its priority over to its own network of direct salessubsidiaries. A direct local presence in key markets has been decisive in developing strong and durablecustomer relationships. The Group has a network of direct operations in Europe (13 subsidiaries), Asia (4subsidiaries), North and Latin America (3 subsidiaries).This coverage is completed through license and distribution agreements.• License agreementsUnder the terms of this type of agreement, generally long-term (10 years or more), licensees assure all orpart of the pharmaceutical development, pharmaceutical production and the sale of the product for a giventerritory.At present, Guerbet distributes Hexabrix® in the United States both through a license granted to Covidienand directly through it subsidiary Guerbet LLC.• Distribution agreementsIn markets not covered by direct sales subsidiaries or a license agreement, Guerbet has executedagreements with distributors. The key markets covered by distributors are Scandinavia, Eastern Europe,Greece, Africa and the Middle East, certain countries in South America, Asia and Oceania.• Customer segmentsThe structure of Guerbet's local customer base in each of the national markets, excluding of coursedistributors and licensees, varies from one country to the next. However, in a majority of countries thereexist two main categories:- Hospitals, clinics, radiology centres and purchasing groups accounting for a significant portion ofsales (generally involving negotiated contracts or calls for tender);- Wholesalers-distributors that in turn supply pharmacies.21
CORPORATE GOVERNANCE1) Board of Directorsa) Board membersDirectorsOther offices and directorshipsJean-Jacques BertrandAppointment date: 21 May 2010Expiry of term of office:2016 AGMChairman of the Board of Directors of Neovacs (a biotech company)Director, Fondation pour la Recherche MédicaleDirector, Pierre Fabre LaboratoireChairman, Holding Incubatrice Biotechnologie et Pharmacie, Pilosciences,Diaccurate 2013Honorary Chairman, LEEM- - - - - - - - - - - - -A graduate of the Business School HEC Paris (Ecole des Hautes EtudesCommerciales de Paris), Jean-Jacques Bertrand has occupied since 1965 anumber of functions within pharmaceutical companies and in particular, thefollowing management functions:- Chief Executive Officer of Pharmaceutical Operations of Rhône-Poulenc Santé in France in 1985;- Chief Executive Officer of Rhône-Poulenc Rorer in 1990;- Chief Executive Officer of Pasteur Mérieux Connaught (AventisPasteur in 2000) from 1994 until the end of 2002;- Executive Committee member of Rhône-Poulenc in 1999 and DeputyChief Executive Officer of Aventis Pharma.Jean-Jacques Bertrand was successively appointed:- Member of the Supervisory Board of Guerbet on 25 May 2002;- Vice Chairman of the Supervisory Board of Guerbet on 15 November2002;- Chairman of the Supervisory Board of Guerbet on 19 May 2006 andserving until 21 May 2010;- Chairman of the Board of Directors on 21 May 2010- - - - - - - - - - - - -Jean-Jacques Bertrand is co-author with Prof. Pierre Saliou of the work "Lessentinelles de la vie" on the world of vaccines published by Albin Michel.Marion BarbierGuerbet family memberAppointment date: 27 July 2011Expiry of term of office:2017 AGMGraduate of Université Panthéon-Sorbonne with a degree in International Lawand member of the Paris Bar Association, Marion Barbier served as a lawyerfrom 1984 to 2000 with the firm Jeantet & Associés and subsequently joinedBird & Bird as partner in January 2000 when the firm was opened.22
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 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
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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)
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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
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Tax income or expense recorded in t
Page 132 and 133:
Debt waiver agreements granted to a
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Capital lease commitments relative
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4) Auditors' report on the separate
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5) Auditors' special report on rela
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ORDINARY AND EXTRAORDINARY GENERAL
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RESOLUTION THREE (Special report of
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Extraordinary resolutionsRESOLUTION
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3) Report of the Board of Directors
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Application of legal provisions gov
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• Tenth draft resolution: stock s
Page 152 and 153:
2) The Statutory Auditorsa) Statuto
Page 154 and 155:
6) Articles of association (selecte
Page 156 and 157:
7) 2013 shareholders calendarEventD
Page 158 and 159:
) Annual financial reportInformatio
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