Read the Registration Document - Guerbet

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DirectorsOther offices and directorshipsJacques BiotAppointment date: 21 May 2010Expiry of term of office:2016 AGMManaging Partner, Joburg Life Sciences SARLDirector, HELSE CapitalChairman of the Board of the Ecole des Mines d’AlèsSteering Committee Member of the Rein conference (Etats Généraux du Rein)- - - - - - - - - - - - -Graduate of Ecole Polytechnique (1971), member of the Corps des Mines,Jacques Biot has:- Occupied the position of Technical Advisor, responsible for industryand technology for the office of the Prime Minister;- Served as Management Board member for the companies Roussel-Uclaf and Pasteur-Mérieux Sérums et Vaccins.Jacques Biot founded JNB-Développement (JNBD) in 1992, a company ofexpert consultants in the healthcare field proposing to different participants inthat sector aid and support in developing strategies as well as operationalservices. He resigned from this position in Mid-2012, having sold the companyto the MAPI Group in November 2007 and made arrangements for hisreplacement.Jacques Biot was appointed member of the Supervisory Board of Guerbet on25 May 2002 and served until 21 May 2010.- - - - - - - - - - - - -Jacques Biot is author and co-author of several reports and studies in thehealthcare field :- Biot-Dangoumau Report on the future of the French pharmaceuticalindustry written at the request of the Ministry of Health, Industry andResearch (1989);- Report on the reorganisation of the French system for the fractionationof plasma derivatives produced in the request of the Ministry of Health(1992);- The French medical equipment industry: overview, outlook andproposals. Report produced at the request of the Ministry of theEconomy, Finance and Industry (July 2001)- The impact of biotechnologies on pharmaceutical R&D, La Jaune et laRouge, special biotechnology issue, December 2003;- Biot J., Fasano C., Dos Santos C."From orthoclone to denosumab, thefast growing market of monoclonal antibodies". Médecines Sciences,No. 12, vol. 25, December 2009; 1177-82.Vincent DagommerGuerbet family memberAppointment date: 21 May 2010Expiry of term of office:2016 AGMWith a business degree from the Ecole Supérieure de Commerce de Paris,Vincent Dagommer since the beginning of his professional career in 1990,occupied several responsibilities in the area of management control, mainly inlarge pharmaceutical groups in France, Brazil and Switzerland.Since 2011, Vincent Dagommer has been responsible for Agreements andLicenses in charge of divestments for Novartis Consumer Health in Nyon(Switzerland).23
DirectorOther offices and directorshipsOlivier GuerbetGuerbet family memberAppointment date: 21 May 2010Expiry of term of office:2016 AGMChairman of SAS Holus, and in this capacity Chairman of SASCommercialisation Rene BriandManaging Partner of SCEA Rene BriandManaging Partner of SCEA Val d’OrManaging Partner of SARL Société De L’OfficièreManaging Partner of SARL ADS- - - - - - - - - - - - -With a degree from the Institut Supérieur de Gestion, Olivier Guerbetparticipated in the INSEAD Advanced Management Programme.Olivier Guerbet began his career in the United States, and subsequently inFrance, with US multinationals operating in the sector of interventional medicaldevices. In 1993, he joined the Group bearing his family name, andsuccessively created the Turkish subsidiary, repositioned the biomedicalactivity and managed the fine chemicals subsidiary. In 2001, giving preferenceto an entrepreneurial project, he joined the Board of Directors. Since the end of2012, he has served as Chairman-Chief Executive Officer of René BriandGroup, French leader of garden products for professionals.Olivier Guerbet was successively appointed:- Director of Guerbet on 19 May 2001.- Member of the Supervisory Board of Guerbet on 27 October 2001, servinguntil 21 May 2010.Marie-ClaireJanailhac-FritschAppointment date: 27 May 2011Expiry of term of office:2017 AGMA graduate of the Business School HEC Paris (Ecole des Hautes EtudesCommerciales de Paris), during 10 years Marie-Claire Janailhac-Fritschoccupied a number of functions in different pharmaceutical companies and overa period of 17 years participated in the creation, development and sale of startupsin the cosmetic sector (IRIS, LANATECH, SIRICIE).Since 2003 Ms. Marie-Claire Janailhac-Fritsch has worked as a consultant inthe cosmetics sector.Marie-Claire Janailhac-Fritsch was appointed:- Director of Guerbet on 27 May 2011.- - - - - - - - - - - - -Marie-Claire Janailhac-Fritsch has been a member of the French Institute ofDirectors (Institut Français des Administrateurs) since 2007.Christian LouvetGuerbet family memberAppointment date: 21 May 2010Expiry of term of office:2016 AGMAn Optician-Optometrist and Audioprosthetist by training, with a managementdegree from IFG (Institut Français de Gestion), in 1972 Christian Louvet joinedthe Essilor Group where he exercised the majority of his career occupyingsuccessively from 1979 until 2002 a number of management functions.Christian Louvet was successively appointed:- Director of Guerbet on 15 May 1993;- Member of the Supervisory Board of Guerbet on 27 October 2001,serving until 21 May 2010.- Secretary General of the Guerbet family shareholders agreementsince October 2001.The members of the Board of Directors have selected the Company's registered office for the address ofservice.At no time has any of these Directors been convicted for fraud or ever been a party in a governmentalaction, bankruptcy, receivership or liquidation procedure.b) Conflicts of interestTo the best of the issuer's knowledge, there are no items that could potentially give rise to conflict of interestbetween the duties of members of the Board of Directors vis-à-vis the Company and their private interests24
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 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 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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