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creation are recorded under "Other revenue from ordinary activities" in the period in which they are fullyvested.u) Share-based paymentShare-based payments concern stock option plans in favour of employees. The Group applies IFRS 2 tostock options granted to employees after 7 November 2002.The binomial options pricing model is applied for the fair value measurement of options granted.The fair value of options is recognised under staff costs and spread over the duration of the vesting period,with a reverse entry under shareholders' equity.v) Income tax, deferred tax and French business taxThe tax charge on income corresponds to tax payable for each consolidated tax entity, adjusted for deferredtax resulting from temporary differences between the tax basis and the book basis of assets and liabilitiesaccording to the liability method when reversals can be reliably scheduled. The tax rate and rules are basedon tax regulations in force at year-end and those that will apply when the transactions concerned aresettled.Deferred taxes on losses are recorded when the recovery of these taxes is considered probable in the nearfuture.Deferred tax assets or liabilities are offset at the level of each tax entity and the resulting net amount isrecorded under liabilities or assets.In France Guerbet and Simafex form a tax group within the framework of Article 223 A of the Frenchgeneral tax code and consequently constitute a single tax entity.The French businesses tax (Contribution Economique Territoriale or CET) that entered into force in 2010,replacing the previous tax (Taxe Professionnelle) includes a new levy on added value (Contribution Baséesur la Valeur Ajoutée or CVAE). After analysis and in respect to procedures for calculating this contribution,it was decided to present this levy under "Tax and similar payments" as was previously the case for thelocal business tax for which companies of the Group already benefited from a maximum assessment forvalue added. In consequence, no deferred tax has been recognised for this new tax.w) Earnings per shareBasic earnings per share are calculated by dividing net earnings by the average number of sharesoutstanding during the period.Diluted net earnings per share are calculated on the basis of all shares available for issuance and thepotential savings, net of tax, from the conversion of securities conferring future rights to the capital.At the end of the period under review, potential shares available for issuance concern exclusively thoseresulting from the exercise of stock options.x) Cash flowCash flow after net finance costs and income tax represents the sum total of:- net income;- income and expense recognised directly in equity;- and calculated expenses (allowances for reserves, provisions, etc.) minus estimated reversals ofcharges;- plus proceeds from the disposal of fixed assets and other non-current financial assets;less;- the share of investment grants recorded under income.81
II) Consolidated companiesThere were no changes in the Group structure of consolidated companies in the period other than thatresulting from the simplified merger procedure entailing the transfer of all liabilities and assets of SCI Kalbto the parent company Guerbet (Transfert Universel du Patrimoine).All companies are fully consolidated with ownership interests of 100% (refer to the list of companies inNote 31).The parent company, Guerbet acquired 60% of Medex shares in June 2004 for €3 million. Of the goodwillfrom this acquisition of €6,023,000, €5,623,000 was allocated for patents subject to amortisation.Under the terms of a reciprocal agreement between Guerbet and the non-controlling shareholder, Guerbetexercised the put option to acquire the remaining 40% of the capital at a price to be determined in referenceto Medex's commercial performance. The setting of the price is subject to a dispute. The maximum priceunder the terms of the agreement remained recognised under "Other current liabilities" for €2,500,000at 31 December 2012.In light of this agreement, Medex has been fully consolidated since 2004.The financial period of all consolidated companies is twelve months ending 31 December.82
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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
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 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
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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
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2) The Statutory Auditorsa) Statuto
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6) Articles of association (selecte
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7) 2013 shareholders calendarEventD
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) Annual financial reportInformatio
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