Read the Registration Document - Guerbet

6) Shareholders' agreement and joint undertakings to retain shares• Shareholders agreementA shareholders agreement forming a group comprised principally of family shareholders was concluded on16 November 2002. This agreement was published by the Conseil des Marchés Financiers (CMF)on 13 December 2002 under No. 202C1653.Its purpose is notably to "coordinate the group of founder shareholders (principally family shareholders),organise the transfers of Guerbet shares each member possesses or will possess and ensure the cohesionand representation of the group they form within the framework of applicable laws and regulations" and to"associate parties to the agreement with the company's proposed business plan; coordinate the disposal ofshares; actively participate in the eventual selection of new Guerbet partners; suggest the designation ofnew members of the Board of Directors of Guerbet".• Undertaking to retain shares through a “Dutreil agreement”Two collective pledges to retain shares entered into in accordance with article 885-I bis of the Frenchgeneral tax code 1 were signed on 21 December 2010 by certain Guerbet shareholders and notably those ofthe Guerbet family. The first agreement concerned 1,303,216 shares or 42.73% of the share capital and thesecond 1,065,053 shares or 34.92% of the share capital at 31 December 2012.Two other collective pledges to retain shares entered into in accordance with article 787 B of the FrenchGeneral Tax Code 2 were signed on 21 December 2010 by certain Guerbet shareholders and notably thoseof the Guerbet family. The first agreement concerned 1,242,054 shares or 40.72% of the share capital andthe second 912,662 shares or 29.92% of the share capital at 31 December 2012.• Limiting the risk of abuse in exercising control of the majority shareholderBy separating the functions of Chairman and Chief Executive Officer, the Company has taken measures inorder to limit the risk of an abuse in the exercise of control by the majority shareholder.7) Rules governing the appointment and replacement of members of theBoard of Directors and modification of the Articles of Association• Appointing and replacing members of the Board of DirectorsMembers of the Board of Directors, whether natural person or legal entities, are appointed by the ordinarygeneral meeting of the shareholders for terms of six (6) years, that expire at the end of the de ordinarygeneral meeting of the shareholders ruling on the financial statements for the fiscal year ended and held inthe year during which the term of office expires.Each Board member must be an owner of at least one (1) qualifying share of the Company. If on the day ofhis or her appointment, a Board member is not an owner of the qualifying share required or if during his orher term of office, is no longer an owner, he or she shall be considered to have resigned from the Board, ifthe situation is not remedied within three months.The number of Board members having reached the age of 70 may not represent more than one third ofmembers serving. In the case where this limit is exceeded, the oldest board members serving shall be1 Article 885-I bis of the French General Tax Code stipulates that "shares of a company exercising an industrial activity are not includedin the base for assessing the French wealth tax for up to three quarters their fair value when subject to a collective pledge to retainshares."2 Article 787 B of the French General Tax Code stipulates that "companies exercising an industrial activity are entitled to an exemptionfrom transfer duties at no cost for up to 75% when subject to a collective pledge to retain shares."42