GUERBETa
UNIVERSEL
2023

Guerbet, our corporate purpose

2

Interview with David Hale,
Chief Executive Officer

4

Guerbet in brief

6

THE GUERBET GROUP

9

1.1

Our business model

10

1.2

History of the Company

12

1.3

Main consolidated data

14

1.4

Overview of activities

1.5

STATEMENT OF NON-FINANCIALPERFORMANCE

111

5.1

CSR governance, strategy, risks, and opportunities

112

5.2

People

117

15

5.3

Planet134

Industrial and logistics activity

23

5.4

Business ethics

162

1.6

Innovation, Research, and Development

24

5.5

CSR data consolidation methodology

165

1.7

The Group’s governance structure
at December 31, 2023

5.6

Report of one of the Statutory Auditors, appointed
as independent third party, on the verification of theconsolidated non-financial performance statement

170

FINANCIAL STATEMENTS
AND RELATED NOTES

173

6.1

Consolidated financial statements and notes

174

6.2

Statutory Auditors’ report on the consolidated
financial statements

216

6.3

Individual financial statements and notes

221

6.4

Statutory Auditors’ report on the annual financial
statements

242

6.5

Statutory Auditors’ special report on regulatedagreements

246

OTHER INFORMATION

247

7.1

Person responsible for the accuracyof the Universal Registration Document

248

30

CORPORATE GOVERNANCE

33

2.1

Board of Directors’ report on corporate governance

34

2.2

Board of Directors

34

2.3

General Management

58

2.4

Compensation of corporate officers

60

2.5

Exceptions to the Afep-Medef Code

77

2.6

Agreements referred to in article L. 225-37-4-2°of the French Commercial Code

78

2.7

Delegations of authority regarding capital increases

78

2.8

Provisions in the articles of association
relating to General Meetings

78

2.9

Factors that could have an impact in the eventof a takeover or exchange offer referred to in article
L. 225-37-5 of the French Commercial Code80

CAPITAL AND SHAREHOLDINGSTRUCTURE

81

7.2

Statement by the person responsible
for the accuracy of the Document

248

3.1

Stock market data

82

7.3

Persons responsible for the audit of the accounts

248

3.2

Relations with the financial community

83

7.4

Share capital

249

3.3

Distributed dividends

83

7.5

Public access to this document

249

3.4

Shareholding structure

84

7.6

General information about the Company

250

3.5

Share buyback program

85

7.7

Articles of Association (excerpts)

251

3.6

Additional information about the capital

86

7.8

Concordance tables

253

MANAGEMENT REPORT

93

4.1

Analysis of the Group’s activity and results

94

4.2

Major events since the start of the 2024 fiscal year

97

4.3

Consolidated companies

97

4.4

Results of subsidiaries held by Guerbet S.A.

97

4.5

Companies directly or indirectly controlled
by Guerbet S.A.

97

4.6

Transactions in treasury shares of Guerbet S.A.

97

4.7

Statement of non-financial performance

98

4.8

Risk management, internal control,and internal audit

98

4.9

Risk factors

102

4.10 Other legal information

107

UNIVERSALREGISTRATIONDOCUMENT

Limited company with a boardof directors (Société Anonyme
à Conseil d’administration)with a capital of 12,641,115 

INCLUDING THE ANNUAL FINANCIAL REPORT

2023

HEAD OFFICE
15, rue des Vanesses
93420 Villepinte
France308 491 521 – R.C.S. Bobigny

This Universal Registration Document was filed on April 2, 2024 with the
AMF in its capacity as the competent authority under Regulation (EU)2017/1129, without prior approval in accordance with Article 9 of said
Regulation.
The Universal Registration Document may be used for the purpose of apublic offering of financial securities or the admission of financial
securities for trading on a regulated market if it is supplemented by asecurities note and, if applicable, a summary and all amendments madeto the Universal Registration Document. The resulting set of documents isapproved by the AMF in accordance with Regulation (EU) 2017/1129.
Pursuant to Article 19 of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of June 14, 2017, the following documents
are included by reference in this Universal Registration Document:• the consolidated financial statements for the fiscal year ended
December 31, 2022, as well as the related report of the Statutory
Auditors, contained in sections 6.1 and 6.2 of the Registration Document
filed with the AMF on March 31, 2023, under number D.23-0203(https://www.guerbet.com/media/d51bo5wm/guerbet_urduk_2022.pdf);• the consolidated financial statements for the fiscal year ended
December 31, 2021, as well as the related report of the Statutory
Auditors, contained in sections 6.1 and 6.2 of the Registration
Document filed with the AMF on April 5, 2022, under number
D.22-0242 (https://www.guerbet.com/media/kfvb24ro/guerbet_deu_
uk_hd_interactif.pdf);
This Universal Registration Document, including the Annual Financial
Report, is a reproduction of the official version prepared in ESEF format
and available at https://www.guerbet.com.

GUERBET

Universal Registration Document

2023

1

GUERBET, OUR
CORPORATE PURPOSE
Guerbet is a French healthcare company that has been
supporting healthcare professionals specialized in
Diagnostic and Interventional Medical Imaging since 1926.
Guerbet develops and markets contrast media, delivery
systems, medical devices, and related solutions adapted
to their needs.

2

GUERBET

Universal Registration Document2023

OUR MISSION
Guerbet’s employees are committed to providing healthcare
professionals with the contrast media and innovative solutions
that are vital for Diagnostic and Interventional Imaging to
improve patient prognosis and quality of life. Driven by passion
for their work, every day they strive to combine performance,
quality, and sustainable development.

OUR VALUESGUERBET

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2023

3

“

One of the highlights of 2023 was the launchof our new MRI product: Elucirem™.

”

2003 was an eventful year for Guerbet.
What do you think was the main theme?
I’d say that 2023 was all about innovation. Two events inparticular embodied this theme and aroused a great senseof pride among our teams. First, we launched ourbreakthrough MRI innovation, Elucirem™, on the US
market in March 2023. That was a high point for ourcompany. Guerbet is nearly a century old, dating back to
Marcel Guerbet’s discovery of Lipiodol® at the beginningof the last century. That’s why Guerbet has such a close tie
to medical innovation. The year also ended on a high notefor Elucirem™. The Marketing Authorization (MA) for theEuropean Union was issued on December 11.
Guerbet also won a major award in artificial intelligence. In
July, our prostate cancer detection algorithm won the“PI-CAI” challenge. It was based on more than 10,000 MRI
examinations and led by a large international consortium ofphysicians and AI experts. This was a great achievement for
our Group. We allocate substantial resources to R&D(around 9% of revenue each year) to contribute to medical
progress and remain true to our corporate purpose: to build
lasting relationships to help people live better.

Are you satisfied with the Elucirem™ debut
in the United States?
The launch was an industrial success. The commercial releaseof Elucirem™ took place in March 2023, less than six
months after the FDA issued the marketing authorization. In
this very short time, we managed to adapt the productionlines at our Marans and Lanester plants in France, where theproduct’s active ingredient, gadopiclenol, is manufactured.
The Raleigh (North Carolina) plant, which handles
packaging, also adapted quickly. The response fromhealthcare professionals has been very positive. Elucirem™
provides a major benefit in their day-to-day practice byallowing them to reduce their patients’ exposure to
gadolinium, which requires half the dosage compared withconventional products. They’ve also been impressed by theclinical image quality and contrast power (relaxivity),
especially oncologists. This promising start means that we
can confidently prepare for the launch of Elucirem™ inseveral European countries this year.

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Universal Registration Document2023

Another highlight of the 2023 fiscal year was Guerbet’s
acquisition of a majority stake in Intrasense. Can you
tell us more about that deal and your ambitions
in artificial intelligence?
With Intrasense, we found the right partner at the righttime. The end of our collaboration with Merative in
October 2022 gave us free rein to roll out our AI strategy
by leveraging the algorithms developed in recent years.
Guerbet has retained full intellectual property rights tothem. Through the two-stage acquisition of what is now amajority stake (56.5%), our merger with Intrasense led tothe signing of a non-exclusive license agreement between
us last June. This agreement marks the first step in analliance aimed at building a major player in AI applied tooncological imaging. In the short term, it will enable all thealgorithms in Gerbert’s AI portfolio to be marketed for liverand bone lesions as well as pancreatic and prostatecancers. They’ll be integrated into Intrasense’s software
solutions in its Myrian® platform and a new oncology
product line launched this year.

Your expansion in Asia has been particularly fast
in recent years. Will this growth continue?
Asia is a key territory for market penetration. It has indeed
been a growth driver for Guerbet, and we expect that tocontinue in the medium term. Over the past five years, we
shifted our model in Asia towards direct distribution: first inJapan, then India, and then China. China is one of theworld’s leading diagnostic imaging markets. The switch todirect distribution in 2022 has been exceptionallysuccessful and beneficial for nearly all of the Group’s
products. Our sales in China have doubled since 2021 (atconstant exchange rates)! In Japan, our sales doubled inthree years following our “Go-Direct” initiative at the endof 2018. With the upcoming roll-out of this model in other
Asian countries and the outlook for the Chinese market,
we’re very confident about our performance in Asia. Our
medium-term growth target there is 50%.

Guerbet adopted a major environmental strategy
in 2022. Where have you seen the most progress?
What are your priorities for 2024?
Our environmental commitments are now as much a part ofour long-term strategy as our long-standing mission to serve
patients around the world. All our operations – from raw
materials sourcing to product production to customer
delivery – contribute to our carbon trajectory. This trajectory

GUERBET

is based on a significant reduction in our direct (-27.5% on
a 2021 basis) and indirect (-13.75%) emissions by 2032.
For example, we now recycle 4,500 metric tons of solventsin Dublin and more than 200 metric tons of iodine inLanester on site every year. In 2024, we’re going to stepup our external recycling. For instance, we’ve started up acustomer iodine recycling project for the manufacture ofpolyamides such as nylon. Guerbet is also a partner andsponsor of the MeGadoRe project for the recovery ofunused gadolinium from healthcare facilities for recycling.
The aim is to create a “green MRI” network, first in France
and then throughout Europe. We’ve taken several steps tocontrol our energy consumption and limit ourenvironmental impact, including opening a solar farm at
our Dublin plant in December 2023.

What is the outlook for the overall Group in 2024?
Guerbet has been off to a good start this year. We expect
significant growth in each of our business activities. In
Diagnostic Imaging, a highlight of 2024 will be thecommercial ramp-up of Elucirem™ in the United States,
plus its launch in Europe, especially in France. In
Interventional Imaging, we expect the strong momentum of
Lipiodol® to continue. In addition to Guerbet’s strong
foothold in liver cancer treatment, we’re seeing promisingprospects in a number of other areas, including female
fertility. In AI, we’re about to reach a major milestone with
the introduction of Guerbet’s algorithms in the market
thanks to Intrasense’s solutions.
Given these developments, the overall environment isfavorable. The contrast media market continues to be
driven by structural growth associated with aging
populations worldwide and rising healthcare spending inemerging countries. After a steady increase in our sales in
2023, we expect further growth in our business activity thisyear. We’ll also see a rebound in our profitability in 2024,
fueled by the evolution of our product mix (Elucirem™), theongoing optimization of our cost structure, as well as theprice increases passed on to our customers to compensate
for inflation, mainly in iodine prices.
This promises to be another intense year for Guerbet’s
2,920 employees. Their commitment and teamwork are
key to our recent strategic acceleration. I’d like tocommend our teams and thank them for their commitment
to ensuring that Guerbet solutions benefit some 30 million
patients worldwide every year.

Universal Registration Document

2023

5

GUERBET IN BRIEF

2,920

The Guerbet Group supports healthcare
professionals specializing in “Diagnostic”
and “Interventional” medical imaging. Guerbet
develops and markets contrast media, delivery
systems, medical devices, and digital solutions
adapted to the needs of healthcare professionals.

2023 REVENUE€785.7 M
EARNING PER SHARE€1.37
EBITDA€98.8 MOPERATING RESULT€38.7 M
NET INCOME€22.2 MGROSS INVESTMENTS RESTATEDFOR DEBTS ON FIXED ASSETS€62.3 M

6

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Universal Registration Document2023

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8

GUERBET

Universal Registration Document

2023

1
1.1
1.2
1.3
1.3.1
1.3.2

THE GUERBET GROUPOUR BUSINESS MODELHISTORY OF THE COMPANY

MAIN CONSOLIDATED DATA
Revenue

10

12

14
14

Main consolidated data

14

1.6

INNOVATION, RESEARCH,
AND DEVELOPMENT

24

1.6.1

Organization

24

1.6.2

Therapeutic areas

25

1.6.3

Diagnostic Imaging

26

1.6.4

Interventional Imaging

27

1.6.5

Public-private partnerships

27

1.6.6

Research and Development costs

28

1.6.7

Research and Development portfolio

28

1.6.8

Intellectual property

29

1.6.9

Clinical data protection

29

1.7

THE GROUP’S GOVERNANCESTRUCTURE
AT DECEMBER 31, 2023

30

1.7.1

An international presence

30

1.4

OVERVIEW OF ACTIVITIES

15

1.4.1

Medical imaging techniques

15

1.4.2

Markets

21

1.4.3

Main competitors

22

1.5

INDUSTRIAL AND LOGISTICS
ACTIVITY

23

Property owned

32

1.5.1

1.7.2

An integrated network of plants

23

Distribution

1.5.2

1.7.3

32

A regionalized logistics platform

24

1.5.3

Development based on investment
and continuous improvement

24

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2023

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1
1.1

THE GUERBET GROUP

THE GUERBET GROUP

Our business model

Our business model

OUR BUSINESS MODELOUR MISSION
Guerbet’s employees are committed to providing healthcare professionals with the contrast media and innovative solutions thatare vital for Diagnostic and Interventional Imaging to improve patient prognosis and quality of life. Driven by passion for theirwork, every day they strive to combine performance, quality, and sustainable development.

Our strengths

OUR VALUES
Achieve

Cooperate

Care

Achieve our objectives andensure the satisfaction of ourpartners.

Cooperate with others andventure beyond our comfort
zone for collective success.

Respect everyone in Guerbet’s Stimulate new thinking
ecosystem and its environment. to improve Guerbet’s
performance.

Innovate

Generating positive results for our stakeholders

A STABLE, LONG-TERM SHAREHOLDINGSTRUCTURE AND ROBUST GOVERNANCE

1s• 97+ years of expertise• Breakdown of capital:• 53.25% owned by the Guerbet family• 3.66% owned by current employees,
former employees, and mutual funds• 12 Directors, including 2 representing
the employees

PATIENT IMPACTS

EVERY SECOND, SOMEWHERE
IN THE WORLD, A PATIENTUNDERGOES AN IMAGING
PROCEDURE USING A GUERBETPRODUCT• Accurate diagnosis• Personalized treatment• Minimally invasive procedures

INNOVATIVE FLAGSHIP PRODUCTS• X-ray and MRI• Medical devices• Digital Solutions and Services• Artificial Intelligence

5.9%

A GLOBAL PRESENCEHEALTHCARE PROFESSIONALSINCREASE IN REVENUE ON A
LIKE-FOR-LIKE BASIS AND AT
CONSTANT EXCHANGE RATES• 2,920 employees worldwide• Products marketed in more than
115 countries• 8 production plants in Europe,
North America and Latin America

12.6%

AN OPERATIONAL EXCELLENCE PROGRAM• Top priority given to the safety of people
and the quality of products and services• Optimization of natural resources andexpert control of wastewater and waste
treatment processes• Reduction of carbon emissions• HR policy for skills development, internal
mobility, and talent management

EBITDA MARGIN

KEY ATTRIBUTESDIAGNOSTIC IMAGING

INTERVENTIONAL IMAGINGDIGITAL & AI

• Mature market with slow,
lasting growth• High price sensitivity• Presence of generics• High added value of products• High sensitivity
to “functionalities”• Rapid market development• Double-digit growth• Guerbet differentiator• Added value
for customers

WHAT WE WILL DO

BUSINESS ETHICS• Global ethics charter for all employees
concerning stakeholders and healthcare
professionals• Anti-corruption program• Responsible purchasing approach

SOCIETAL IMPACT

EFFECTIVE R&D

SIGNIFICANT RESOURCES DEVOTEDTO INNOVATION• Five Innovation and R&D centers• 10.5% of revenue• Acceleration of digitization of products
and services• Scientific partnerships with public
and private players worldwide forthe development of contrast media
and Artificial Intelligence• Improved efficacy• Greater intervention accuracy• Innovative new devices
addressing identified medical
needs• Switch from a productoffering to acomprehensive solution
offering• Refine the portfolio• Actively control costs• Adapt our market
introduction strategy

GENERATE

resources to invest
in growth areas• Open up new markets• Expand indications• Inorganic strategy• Dedicated sales• Strengthen our skills in IT
and in the R&D, sale,and marketing of theseproducts• Boost the commercial
and operational
excellence of services

DIAGNOSTIC IMAGING

INTERVENTIONAL IMAGING@ze• Market developments– Mature market– Single-digit growth• Customer focus– Cost cutting– Productivity gains• Market developments– Double-digit growth• Customer focus– Improved clinical results

MRI#2 globally

Contrast media
Lipiodol® and Patent Blue V

X-ray#4 globally

Innovative medical devices
including micro-catheters• More than 376 patents
granted or pending• 21 industrial models

IMPROVED SAFETYRESULTS• 60 % lower incident rate(versus 2017 (a))

CLIMATE COMMITMENT

Digital Services and Solutions• Decision to commit to at leasta Well-below 2°C trajectoryby 2032•

27.5% scopes 1 & 2•

3.5% scope 3 between
2021 and 2032 regardlessof activity• A CSR commitment recognizedoutside the Group:– CDP climate & water level B– Gaïa Index gold level• Promote outpatient treatment
to limit healthcare systemspending• Economic impact on the
territories where Guerbet
operates (direct and indirectjobs)• Climate targets validated
by the SBTi
• Measures to promote CSR
with key suppliers• “Guerbet Positive” volunteer
program• Commitment to young people’s
access to long-term employment
and integration into the working
world, especially for young
people from priority
neighborhoods

Artificial Intelligence

STIMULATE

growthCREATEan activity(a) 2017 is the reference year of our five-year HSE performance plan.

10

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1
1.2

THE GUERBET GROUP

THE GUERBET GROUP

History of the Company

History of the Company

HISTORY OF THE COMPANY

Guerbet is a French healthcare company that has been
supporting healthcare professionals specialized in Diagnostic
and Interventional Medical Imaging since 1926. Guerbet
develops and markets contrast media, delivery systems,
medical devices, and related solutions adapted to their needs.
Today, the Guerbet Group sells a comprehensive range of
products suitable for X-ray and magnetic resonance imaging (MRI).
Thanks to the products provided by the Group, images areused to guide radiologists when administering treatments, giveinsight into the functioning of organs, speed up diagnoses,
assess the severity of an illness, and enable early validation of
the efficacy of treatments.

12

GUERBETThe Guerbet Group recently developed a new activity basedon digital technologies and Artificial Intelligence with two
objectives: first, to improve the productivity of radiologists, e.g.
with diagnostic assistance tools, and second, to obtain a tumor
tissue characterization through imaging to better guidetreatments or even eventually replace a biopsy.
The Guerbet Group’s shares are traded on segment B ofEuronext, and a majority of its shares are owned by the
Guerbet family.

Universal Registration Document

2023
ELUCIREM™
First sales of Elucirem™ in the United States.
Elucirem™ Marketing Authorization for the EU grantedby the European Medicines Agency in December 2023.
INTRASENSE
Guerbet acquires a majority stake in Intrasense to becomea major player in Artificial Intelligence for medical imaging.

2023

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1

THE GUERBET GROUP
Main consolidated data

1.3

MAIN CONSOLIDATED DATA

1.3.1

Revenue
2023

2022

785,690753,275

2023

2022

Europe

39.7%

40.0%

Other markets

60.3%

60.0%

2023

2022

X-Ray

55.4%

55.1%

MRI
TOTAL DIAGNOSTIC IMAGING

32.7%
88.1%

32.9%
88.0%

INTERVENTIONAL IMAGING

11.9%

12.0%

(in thousands of € – IFRS)Revenue
Breakdown of revenue by geographic region

Breakdown of revenue by product range

1.3.2

Main consolidated data
2023

2022

Revenue

785,690753,275

EBITDA (a)98,779103,052

Operating result

38,671(18,160)

Net income

22,171(41,116)

Net income per share (in €)1.75(3.25)

Dividend per share (in €)0.50 (b)0.50(in thousands of € – IFRS)Cash flow

79,527

82,916

Shareholders’ equity

378,333

379,570

Net financial debt

335,766

270,359

Gross investments restated for debts on fixed assets

62,34657,3123,40

2.62

Net financial debt/EBITDA(a) EBITDA refers to operating income plus net amortization, depreciation, impairment and provisions.
(b) Amount to be proposed to the General Meeting of Shareholders for the 2023 fiscal year.

14

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THE GUERBET GROUP
Overview of activities

1.4

OVERVIEW OF ACTIVITIES

1.4.1

Medical imaging techniques

Medical imaging is a medical specialty that aims to orientate
or confirm a diagnosis and/or guide treatment. It explores theinside of the human body mainly through four techniques:

These methods and any associated products play a role atvarious stages of patient diagnosis and treatment:• X-ray;• assessing the severity/seriousness of an illness;• magnetic resonance imaging (MRI);• intervention support;• ultrasound;• treatment and therapeutic monitoring support;• nuclear medicine.

• advancement of knowledge of research teams.

Discovered in 1885, X-ray radiography is the oldest form. Its
development was revolutionized by the invention of CT(computerized tomography) scanners.

In Interventional Imaging, image capture guides a medical or
surgical procedure.

GUERBET• diagnostic support;

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2023

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1

THE GUERBET GROUP
Overview of activities

By encompassing all of the techniques used in medicine for the
diagnosis and treatment of a large number of illnesses, medical
imaging has revolutionized medicine and provided immediate
and reliable access to information essential to clinicaldiagnostics, revealing new anatomical characteristics in termsof both the metabolism and the actual functioning of organs.
Medical imaging techniques no longer just provide a“snapshot” of the tissue or organ being examined. They give avisual representation based on specific physical or chemical
characteristics. These examinations have been made possible
by contrast media adapted to imaging techniques andequipment that are pushing back the boundaries of knowledge
concerning the human body.
Technological and IT developments in the 21st century haveushered in a new era for medical imaging.
Rapid scanning, high-definition images, and the advent of big
data are factors that are further improving early diagnosis andtherapeutic monitoring.
We are currently witnessing a revolution in radiologists’practice thanks to the introduction of Artificial Intelligencesolutions. This revolution has been made possible by, among
other things, advances in the field of deep learning. These
solutions should help radiologists by improving their productivity
and the quality of diagnoses. Examples of potential
applications include automatic segmentation or reset, patientprioritization based on algorithm-assessed severity, preliminary
reading with identification and segmentation of lesions ofinterest, automatic second reading, decision support to guidetreatment, and tumor tissue characterization to avoid biopsies.
This revolution will not occur overnight and will probably take a
few years, but the significant level of current investments andcommunications about new solutions at radiology conferencesindicate that it is underway.
The products and solutions developed and marketed by
Guerbet are part of a complex approach with many
challenges:

16

GUERBET• Regulatory issues:• Contrast media are drugs, and delivery solutions/systems
and Artificial-Intelligence tools are medical devices.
Guerbet products are therefore regulated by two of themost stringent regulatory systems in the world. That
explains the development time (several years) for new
products or improvements on existing products, in orderto demonstrate their quality, efficacy, and safety. These
regulations are constantly evolving, and the products
marketed by Guerbet must adapt and comply with theseregulatory changes on an ongoing basis.
• The diagnostic examinations to be performed for different
types of pathologies and their methods of implementation(including the use of contrast media) are governed byrecommendations issued by international scientificsocieties or by commissions/committees of experts at thenational level. These recommendations change frequently
with improvements in imaging and influence how andhow much patients or hospitals/radiology centers are
reimbursed for examinations and products.
• Technological issues:• Unlike “conventional” drugs, contrast media are neverused alone but always in conjunction with an imaging
technique, which is itself constantly evolving andimproving. As such, acquisition sequences for scanners
and MRIs have undergone considerable changes since
their creation, allowing for images and diagnostic
information of ever-higher quality. The products andsolutions offered by Guerbet must support and adapt
continuously to these changes in associated imaging
techniques.
• Societal issues:• Guerbet has an obligation to offer products and solutions
in line with societal expectations and challenges such as
the protection of the environment and biodiversity. These
actions can cover various complementary approaches
such as manufacturing processes and the use of moreenvironmentallyfriendlymaterials/compounds,aresponsible purchasing policy, and packaging that limits
the amount of unused product leftovers, thus avoiding therisk of uncontrolled releases into the environment.

Universal Registration Document2023

THE GUERBET GROUP
Overview of activities

1.4.1.1

Diagnostic ImagingA) Contrast media
Contrast media are drugs that are suited to the imaging
techniques used because of their nature and method of action:• the medium of choice for X-ray Imaging is iodine or barium
due to their ability to absorb this radiation;• in magnetic resonance imaging (MRI), gadolinium in its
complexed form is the raw material most commonly used,being chosen for its paramagnetic properties. The injectionof a gadolinium complex in response to a radiofrequency
wave in a magnetic field speeds up the paramagnetic
relaxation of the protons in water molecules, enhancing thecontrast of the signal observed through MRI in the organs
where the product is present;• the contrast media used for ultrasound scans consist of
microbubbles of gas that interact with the ultrasound waves
and boost the ultrasound signal;• in nuclear medicine, the radioactive agent or tracer is thesource of the radiation that is then detected.
These products are used to reveal the invisible. They are usefulfor medical purposes, as they increase the contrast so that an
anatomical structure can be viewed separately from thesurrounding tissues. These agents play a crucial role, forexample, in assessing the functioning of an organ such as thekidney or a tissue such as the heart when measuring the
myocardial perfusion of the heart.
The diagnostic efficacy sought by radiologists and clinicians istherefore very closely linked to the suitability of the information
received as a result of the contrast medium’s enhancing
properties and its development over time after injection. Thistranslates into high-quality static or dynamic images thatprovide data about the anatomy and functioning of organs, thestructure of arterial and venous blood vessels, and perfusion
parameters. Diagnostic quality is now a key factor in clinicians’
decisions regarding treatment and surgery.
These rapid advances also have a direct impact on patients’quality of life. Because they result in earlier diagnoses andimproved selection of treatment options suited to each patient’s

GUERBET

profile, these drugs now play a decisive role in the developmentof personalized medicine while meeting the economic
imperative of reducing healthcare costs to the community.

B) Our range of contrast media
CT & Cath Lab
Guerbet’s range of CT & Cath Lab contrast media consists
mainly of two non-ionic iodinated low-osmolar contrast media(LOCM):®

• Optiray , available in four concentrations:240, 300, 320, and 350 mg of iodine/ml.
It comes in vials and pre-filled syringes, aform of packaging that is especiallyappropriate for single-patient injections.
The product is used in CT examinations, andits physicochemical profile is especially suited to arterial
investigations (Cath Lab).
®

• Xenetix , available in three concentrations:
250, 300, and 350 mg of iodine/ml. It
comes in vials and polypropylene bags
(ScanBag® by Xenetix®).
This innovative packaging preserves theproperties of Xenetix® while making it
simpler to use, enhancing the safety of patients and medical
staff and representing a major step forward in waste
management. This packaging is one of Guerbet’s solutions
to sustainable development challenges. The 350 mg/ml
concentration should preferably be used for cardiovasculardisorders, and the 300 mg/ml concentration for theinvestigation of parenchymal conditions (e.g. diseases of theliver or kidneys). In 2021, Xenetix® was granted a new
indication in several European countries and the Middle
East/Africa region for use in spectral mammography with
contrast enhancement to identify known or suspected breast
lesions. This technique is being developed in many countries
as part of breast cancer screening campaigns.

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In the X-ray contrast media range, Guerbet also sells three highosmolality iodinated media and a range of baryta media:®

®

• Telebrix Gastro and MD Gastroview ,iodinated media in drinkable form
particularly useful in the examination ofdigestive pathologies, especially incolorectal cancer screening with virtualcolonoscopy.

It was the first ready-to-use medium indicated for suchconditions able to be injected directly into the joints. It
expands Guerbet’s MRI range and sets it apart from thecompetition.

MD Gastroview® is available for sale only in the UnitedStates and Central America.
®

®

• Conray and Cysto-Conray , iodinated media used forvarious vascular or intravesical radiological examinations.
They are available for sale only in North and Central
America.
®

®

• Micropaque , Micropaque Scanner, and Microtrast arebarium sulfate-based media used for the examination ofdigestive pathologies. These media are available for sale incertain European countries.

MRI
Guerbet’s MRI range includes:®

• Dotarem ,anon-specificgadolinium-based
macrocyclic
contrast medium, which is a leader
in many markets worldwide.
Thanks to its physicochemical properties and its safety
profile, it is the benchmark MRI agent. Dotarem® is used for
the MRI examination of many diseases, in particularconditions affecting the central nervous system as well as
abdominal, bone and joint, and vascular disorders.
• Elucirem™, a new gadoliniumbased
macrocyclic
contrast
medium.
Its high relaxivity (a parameter governing contrast power)
allows it to be administered at half the gadolinium dose of
conventional products, reducing patient gadolinium
exposure and the environmental footprint.
Elucirem™ was approved in the United States by the Foodand Drug Administration on September 21, 2022, after an
expedited review process for imaging the central nervous
system and various other anatomical territories (head andneck, thorax, abdomen, pelvis, and musculoskeletal system).
Elucirem™ was launched in the United States in 2023. After
its approval by the European Commission on December 11,
2023, and by the United Kingdom, Switzerland, Norway,
and Finland, Elucirem™ will be launched in Europe in 2024.

18

GUERBET®

• Artirem , an MRI medium specificallyused for bone and joint examinations,available in nine countries, mostly inEurope.

C) Injectors and contrast media delivery systems
Injection devices are divided into two main categories:
injectors, which are permanent devices connected to a powersource that enable the completely safe programming,management, and monitoring of contrast media injections, andthe associated consumables. These consumables are single- or
multiple-use sterile medical devices that deliver the contrast
medium to the patient from receptacles in the form of vials, prefilled syringes, or pouches.
Iodinated contrast media injectors are now essential devices.
Scanners have such high computing power that they can
produce images of the whole body in just a few seconds.
These rapid scanning sequences therefore require a highly
accurate injection rate that can only be provided byelectromechanical devices to synchronize signal acquisition
with the arrival of the contrast medium. The use of injectors also
protects radiology technicians from the ionizing radiation
emitted during examinations using X-ray imaging (because theinjector can be controlled remotely). Lastly, high injection flow
rates are sensitive to the viscosity of injected solutions, which
results in high injection pressures and therefore mechanicalpower that only a machine can provide. In MRI, the use of
injectors is also growing significantly. In fact, just as with X-ray
scanners, technological development is leading to faster image
acquisition and requires more complex and precise injection
protocols that only an injector can perform.
Both injectors and the associated consumables are vital to thedaily work of radiology technicians and must be easy, intuitive,
quick, and safe to handle. There are also considerable
economic challenges for imaging plates, and Guerbet is
responding to them by offering competitive solutions.

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D) Our range of delivery systems
Guerbet has a portfolio of syringe and softbag injectors. Delivery Systems and Services are a major growth driver.
Medical devices

Trademarks

MRI

Injectors

OptiVantage /OptiVantage Multi-use
Dual-head CT scan injector

®

X-ray
ScannerInterventional
Imaging®

ü®

Illumena Néo
Cath Lab injector (new Néo version)

ü

ü

®

OptiOneSingle-head CT scan injector

ü®

FlowSens
CT scan Injector compatible with ScanBag® byXenetix® and other receptaclesü®

Consumables for
all types of injectors

OptiStar Elite
MRI injectorüComplete range of extension lines

ü

ü

ü

ü

ü

ü

ü

®

SecufillPatient-side connector with secure double-check valve®

Manyfill
Filling system for syringe injectors(multi-patient use)®

OptiVantage is a syringe injector dedicated to CT scan
imaging studies, available in a multi-use version.
®

FlowSens consists of a dual softbag injector for scanner (CT)examinations, consumables, and a full range of associatedservices. The FlowSens® solution is the only solution on themarket to combine a syringe-free hydraulic injection techniquewith procedure safety at every stage of the injection process.
FlowSens® is compatible with ScanBag® and all the X-ray
contrast media available on the market.
®

OptiStar is a dedicated syringe injector for MRI.

E) Digital and Augmented Intelligence solutionsI) Augmented Intelligence
Augmented Intelligence refers to diagnostic support solutions or,more generally, medical decision support solutions, which canbe provided by software using Artificial Intelligence
technologies. This is an area where strong growth is expectedin radiology for several reasons: firstly, the need is enormous
given the lack of radiologists worldwide to cope withpopulation aging and the development of chronic diseases;
secondly, machine learning technologies, in particular thoseusing deep learning networks, have made spectacular progressin recent years and allow high-performance tools to be
developed relatively quickly. Lastly, there is a strong promise of
improved health thanks to these solutions, which should reduce
variability in image interpretation, increase radiologist
productivity, and ultimately identify new predictive biomarkers
of disease progression (cancers and neurodegenerative
diseases in particular) and thus reduce the number of biopsies
required thanks to characterization of lesions by imaging.

GUERBETAn initiative to explore new opportunities related to Augmented
Intelligence was implemented at Guerbet with the recruitment ofa Chief Digital Officer in September 2017.
In June 2018, a significant first milestone was achieved withthe signing of a strategic partnership with IBM Watson Health,which became Merative in July 2022. In November 2022,
Guerbet signed an agreement with Merative to terminate theircollaboration. This partnership aimed to design, develop, andmarket software solutions to assist in the diagnosis andmonitoring of liver and prostate cancers. Initially motivated by achange in Merative’s strategy for Artificial Intelligence in its
imaging portfolio, this agreement provides Guerbet with thestrategic latitude now required to continue the work in progress
and plan the marketing of solutions. In particular, it allows
Guerbet to recover all assets developed by the partnership,such as source codes and algorithms, and the relevant
intellectual property.
In January 2023, Guerbet announced an investment inIntrasense, a Montpellier-based SME that develops and markets
advanced visualization software for radiology. Following a
takeover bid launched in the second quarter, Guerbet holds amajority stake of approximately 56%.
Alongside this, the two companies signed a licensing
agreement in June 2023 to allow AI algorithms developed by
Guerbet to be integrated into Intrasense products. The aim is toimprove the time-to-market for AI products, with the launch of
the first products in Europe planned for 2024.

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Guerbet has also established a strategic partnership with
Icometrix, a leading start-up in the field of Artificial Intelligence
to help diagnose brain imaging. Guerbet has become theexclusive distributor of Icometrix products in France, Italy, andBrazil. The four products certified in these countries are used for
dementia, multiple sclerosis, head trauma, and epilepsy.
Lastly, Guerbet is continuing its research activities in the area ofbone metastasis and pancreatic cancer detection and received€1 million in funding from the French government in September
2022. This financial support will accelerate the development ofa solution and also provide a strong boost for Guerbet’s
Artificial Intelligence research team.

II) Digital solutions related to injection
Guerbet has developed Contrast&Care®, a software solution
for contrast medium injection management.
®

Contrast&Care is an integrated IT solution that stores all
injected examination information (contrast medium, injection
protocol, patient data, etc.) and interfaces with information
systems used in radiology such as RIS (Radiology Information
System), PACS (Picture Archiving and Communication System),and EMR (Electronic Medical Records).
This solution improves efficiency and traceability while
simplifying the decision-making process in imaging centers.
Contrast&Care® is compatible with the main Guerbet injectors.

1.4.1.2®

Guerbet also markets Dose&Care , an operational IT solution
for monitoring patient exposure to ionizing radiation. It collects
data from a variety of methods (CT, X-ray tables, fluoroscopy,
mammography, etc.), creates a history of examinations foreach patient, and helps imaging centers implement goodpractice policies and meet regulatory requirements.
Dose&Care® collects data in a centralized library and presents
the X-ray dosage history for each patient, with options todisplay information graphically and digitally, and as aneffective dose. Dose&Care® interfaces with information systems
used in radiology such as RIS (Radiology Information System),
PACS (Picture Archiving and Communication System), and HIS(Hospital Information System) using DICOM and HL7
communication standards.

Interventional Imaging

Interventional Imaging covers any invasive medical procedure
whose purpose is to diagnose and/or treat a disease. The
process is guided and controlled by an imaging method (X-ray,ultrasound, or MRI), where the contrast medium is used to guide20

Contrast&Care® was first presented at the RSNA (RadiologicalSociety of North America) in 2017. In 2018, a second version
was presented at the RSNA; it complies with the US HIPAA(Health Insurance Portability and Accountability Act) andincludes advances in cybersecurity. In 2019, a strategic
partnership with InterSystems (one of the world leaders in
information technology, particularly for healthcare) wasestablished to develop a new version. The InterSystems
technology will ensure interoperability and enable optimal
integration of the Contrast&Care® solution with hospital
information systems. Guerbet presented the new version of its
solution, Contrast&Care®+, at the RSNA 2020. This version ismore efficient thanks to the addition of injection protocol librarymanagement and the possibility of sending an injection
protocol directly to a compatible injector.

GUERBETthe hand of the interventional radiologist and trace the drugs
used during the procedure as close as possible to the lesion to
be treated. It is used in innovative ways for many indications.

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Interventional Imaging therefore allows diagnosis and treatment
to be combined in a single procedure thanks to radiological
techniques. These minimally invasive procedures, often
considered an alternative to surgery, shorten hospitalization
times and considerably limit post-procedure complications. The
best known of these therapies are vascular angioplasty,
embolization, and percutaneous (radiofrequency, cryotherapy,
electroporation) or chemical (in situ chemoembolization orradioembolization) tumor ablations.
®

• Lipiodol Ultra Fluid (ethyl esters of
iodinated fatty acids of poppy seedoil) was initially developed for
Diagnostic Imaging, lymphography,
and hysterosalpingography.

Recently (2020-2021), scientific recommendations fromseveral scientific societies have expanded the population of
HCC patients eligible for cTACE treatment in certain earlystages of the disease.
To date, Lipiodol® is indicated for lymphography in
55 countries, cTACE and liver cancer imaging in 57 countries,

Markets

1.4.2.1

Diagnostic Imaging market®

®

• Qitexio and Vectorio , a cTACE Mixing &Injection System, which were specificallydeveloped for Lipiodol® for cTACE, havenow been approved in numerous countries.
• Patent Blue V is a sterile injectable dye.
It is used for imaging of the lymphatic
system, mainly for intraoperative sentinel
lymph nodes mapping in breast cancer
surgery.

It is now often used in Interventional Imaging forconventional transarterial chemoembolization (cTACE) in thetreatment of hepatocellular carcinoma (HCC), where
Lipiodol® is used as a visualizer (contrast medium), an
antineoplastic drug carrier, and an embolic agent. cTACE isrecommended by many scientific societies for the treatmentof patients suffering from intermediate-stage HCC in Europe,
Japan, China, and the United States.

1.4.2

and selective vascular embolization in combination withsurgical adhesives in 27 countries. Lipiodol® is also indicatedfor hysterosalpingography in 33 countries, including 24 withan indication in women undergoing an infertility assessment.

This indication makes it possible to decide whether toperform aggressive surgery concerning the extent of lymph
node dissection.
®

• SeQure and DraKon™ are two
microcathetersforperipheral
embolization procedures.

In line with the development of its strategy aimed atleveraging key assets, Guerbet intends to step up its R&D
efforts to explore new applications for Lipiodol® and plansto gradually divest its microcatheter activities.

Injectors and medical injection devices

For Guerbet, the Diagnostic Imaging market is divided between
contrast media for X-ray imaging, MRI, and injection solutions:

X-ray imaging contrast media
Guerbet is number 4 worldwide in X-ray imaging contrast
media, with an estimated value of €3 billion in 2023(1). Thisestimated market value is based on sustained volume growthcompared with 2022 associated with price increases due toiodine price inflation(1).

Guerbet is number 4 worldwide in the market for injectors andmedical devices for diagnostic imaging injection, with anestimated value of €1.4 billion in 2023(1).
This market is supported by the increased number of
examinations involving injections and installations of CT and
MRI equipment.

Trends in these markets
The following factors influence these markets:a. the growing number of CT/MRI scanners;

MRI contrast media
Guerbet is number 2 worldwide in MRI contrast media, with anestimated value of more than €1 billion in 2023(1). Thisestimated market value is based on sustained volume growthcompared with 2022(1).

b. the increased number of procedures, and therefore
examinations involving injections, also because of improved
examination productivity;c. the spread of Artificial Intelligence tools in imaging, responding
to the need for efficiency and opening up new medicalpossibilities (early detection, diagnostic accuracy, etc.);
d. the strengthening and geographic expansion of the range ofgeneric contrast media offered.

(1)

Sources: financial reports and specific market studies.

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Overall, these markets have grown since 2022. In addition, theservices market is burgeoning due to the development of digitaltechnologies.

1.4.2.2

Interventional Imaging market

The transarterial embolization market was valued at €3.4 billion
in 2023, of which €1.5 billion for the neurovascular part and€1.9 billion for the peripheral part (rest of the body includinginterventional
oncology
andexcludinginterventional
cardiology). Today, Guerbet’s development is mainly in the
peripheral segment due to the strong position of Lipiodol® inliver cancer treatment. Lipiodol® is also used in neurovascular
medicine, in particular for glue embolization of arteriovenous
malformations, as well as peripherally on various interventions.
The market for peripheral transarterial embolization can beanalyzed as follows:a. Oncology (mainly in liver cancer treatment), with a market
estimated at €900 million in 2023. Today, cTACE
represents almost three out of four procedures worldwide(dominant in Asia), the main alternatives being DEBTACE

1.4.3

and Radioembolization. Changing practices in the treatmentof liver cancer and the advent of immunotherapies have led
to renewed interest in cTACE.
b. Embolization (excluding oncology), with a market estimatedat €1 billion in 2023. This market includes procedures suchas the treatment of benign tumors (uterine fibroids, prostate
hyperplasia), hemorrhages, vascular malformations, or
aneurysms using a portfolio of products including coils,
plugs, particles, and embolic fluids. Guerbet is present inthis market today through the use of Lipiodol® in glue
embolization, which can exceed its use in oncology in termsof volume, especially in certain European countries.
The expected growth of these markets depends on theindications and respective development of practices within the
countries. The peripheral transarterial embolization market isseeing robust growth of 3% to 9%, supported by thedemonstrated benefits of minimally invasive treatments (efficacy,patient quality of life, and cost). The development of newpractices, still in clinical studies, could accelerate the use ofinterventional radiology in the coming years.

Main competitors

Guerbet’s portfolio consists of:• MRI and X-ray contrast media for Diagnostic Imaging;• Delivery Systems and Services;

Its main competitors differ according to the activities –Diagnostic or Interventional Imaging – some of which are notpresent in these two markets.

• media for Interventional Imaging.
Diagnostic Imaging

22

Company

MRI

X-ray

Delivery Systems
and Services

Interventional
Imaging

Guerbet

ü

ü

ü

ü

Bayer Healthcare

ü

ü

ü

ü

GE HealthcareüüBraccoüüüüNemotoüMedtronü

Ulrich Medicalüü

Merit Medicalü

Sirtex Medicalü

Terumoü

Boston Scientific/BTG

üMedtronicü

Siemens Healthineers/Varianü

GUERBET

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Industrial and logistics activity

The leading companies selling X-ray and MRI contrast media worldwide are Guerbet, Bayer Healthcare, General Electric
Healthcare, and Bracco, which offer the following main products:
Company

Nationality

MRI

X-ray

GuerbetFranceDotarem® (Magnescope® in Japan)
Elucirem™
Gadovist® (Gadavist® in the US)
Primovist®
Generic of Dotarem®

Optiray®/Optiject®
Xenetix®
Ultravist®
Radioselectan®

Omniscan™
Generic of Dotarem®
Multihance®
Prohance®
Vueway®

Visipaque®
Omnipaque®
Iomeron®
Iopamiron®

Bayer Healthcare

GE Healthcare

Germany

United States

BraccoItaly

Note that generics of Dotarem® are available for sale in many countries, including the United States, European countries, South
Korea, China, and India, by companies such as GE Healthcare, Sanochemia, Bayer Healthcare and its subsidiaries, T2Pharma,b.e. imaging, DongKook Pharmaceutical, Jiangsu Hengrui Medicine, and Fresenius Kabi.

1.5

INDUSTRIAL AND LOGISTICS ACTIVITY

This activity is under the responsibility of the Technical
Operations Division, which manages the entire supply chain,from raw materials to delivery to end customers, so as tooptimize turnaround times and costs while guaranteeing thehighest quality from one end of the chain to the other.

1.5.1

In all its decisions, Guerbet pays particular attention to fulfilling
its CSR commitments. They are set out in chapter 5.

An integrated network of plants

Guerbet develops, industrializes, and manufactures most of its
products in its integrated network of specialized plants. The
goal is to adapt production volumes to market demand andreduce manufacturing costs through a policy of continuous
improvement of industrial performance and synthesis processes.
The active ingredients used as raw materials in contrast media
are mainly produced in Europe (France and Ireland) at theGroup’s three specialized chemical plants:• Lanester (France), a plant specialized in the production of
the active ingredients iobitridol (Xenetix®) for the X-ray
activity and gadopiclenol (Elucirem™) for the MRI activity;• the Dublin (Ireland) plant, dedicated to producing the active
ingredient ioversol (Optiray®) for the X-ray activity;• the Marans plant (Simafex), which manufactures the active
ingredients of Dotarem® and Lipiodol® as well as theintermediate product used at the Lanester plant as aprecursor for gadopiclenol production.
Active ingredient formulation, solution preparation, and filling
activities take place at the Group’s three pharmaceutical plants
located on three continents:

serves the European, Middle Eastern, African, and Asianmarkets; this plant will also produce Elucirem™ in vials formarkets outside the US;• the Raleigh plant in North Carolina (in the US) is a filling
plant for X-ray and MRI products (Dotarem® and Elucirem™).
These products are packaged in syringes for all world
markets and in vials for the North and South American
markets;• the Rio de Janeiro plant (in Brazil), specialized in X-ray
media and Dotarem®, serves the Latin American markets.
To prepare for the launch of the new MRI product Elucirem™ in
new countries, additional investments were made in 2023 at
Marans, supplementing the investments made at the Lanester,
Aulnay-sous-Bois, and Raleigh plants since 2019.
In 2023, routine production of commercial batches for theUnited States began at the Marans, Lanester, and Raleigh plants.
The support of external partners, specialized in Europe but alsoin Asia, is required for certain targeted productions, such as thefilling of Lipiodol® for all the markets served and, for a limited
number of X-ray media, for specific markets.

• the Aulnay-sous-Bois plant (in France), Guerbet’s longstanding filling plant for X-ray media and Dotarem®, mainly

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Injectors and devices are designed and assembled mainly at
Guerbet’s Cincinnati plant (United States) and its Lyon plant(Medex). The manufacture of consumables associated with
injectors is completely outsourced to specialized partners.

1.5.2

Lastly, the manufacture of the microcatheters recently includedin the Guerbet product range is entrusted to two outside
partners in the United States for all the markets served.

A regionalized logistics platform

Guerbet delivers its products to all markets in line with optimal delivery time and quality standards through a network of distribution
centers located very close to its customers. Regional distribution platforms in Europe, Asia, North America, and South America
contribute to this supply chain.

1.5.3

Development based on investment and continuous improvement

Guerbet is continuing with its program of industrial investments
and expansion of its network in order to ensure:• the safety and compliance of operations by harmonizing the
production and quality management systems;• a high-quality service and reliable supplies by increasing
capacity and by improving plant reliability and supply chain
planning;

1.6

INNOVATION, RESEARCH, AND DEVELOPMENT

Guerbet’s research ambition is to offer radiology professionals
and patients safe and innovative solutions consisting of drugs
and medical devices (including “software” solutions) that meettheir needs.

1.6.1

Guerbet’s work is focused on two medical imaging segments:
Diagnostic Imaging and Interventional Imaging.

Organization

The Research team, which is involved in the Diagnostic
Imaging and Interventional Imaging activities, has scientific andtechnical expertise organized in four departments to investigate
and validate areas of research:• Development & Engineering (D&E): engineering teamspecialized in the development of medical devices(injectors, consumables, and digital technology (software, IT,
and health));• Accurate Medical Therapeutics: engineering teamspecialized in the development of interventional medical
devices (catheters, etc.);• Augmented Intelligence (AI): research and development
team for Augmented Intelligence solutions;• Research & Innovation (R&I): research and innovation inpharmaceuticals
andmedicaldevices(chemistry,
physicochemistry, formulation, mass spectrometry – bioanalysis, exploratory and regulatory preclinical studies,public and/or private partnerships) and Patents department(patent portfolio management, patent filing, industrial
property studies, etc.).

24• the competitiveness of our industrial platform, and especially
its environmental performance, by modernizing plants andimproving production processes.
This investment program was reinforced by a global
Operational Excellence program aimed at rolling out bestpractices from the Group or external benchmarks in all theplants and strengthening the Group’s continuous improvement
culture.

GUERBETThe Development and Medical & Regulatory Affairs team isorganized in four main sections:• Clinical development: all the activities involved in
conducting clinical studies for drugs and medical devices,from phase I to phase IV, from designing the protocol towriting the final research report, including publication of theresults by scientific journals;• Regulatory affairs: all the activities involved in managing theportfolio of registrations of all products, drugs, and medical
devices for every country;• Drug and medical device safety monitoring: all the activities
involved in collecting side effect information and/or postmarketing data and writing periodic summary risk/benefit
analysis reports to be submitted to the regulatory authorities
and/or the notified bodies;• Medical affairs: all the activities aimed at developing
scientific partnerships to optimize patient care through theorganization of symposia, expert committees, and scientificexchanges with healthcare professionals.

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This head-office organization is backed up by Quality
Assurance and Medical Writing/Scientific Documentation
departments and regional structures in Europe, North America,
Latin America, and the Asia-Pacific region for faster response
times to meet the local demands of patients, radiologists, or theauthorities.

• phase II to study, in patients, the diagnostic efficacy ofdifferent doses of the product, usually compared with abaseline product already approved or a baseline technique;

The discovery of a new product, whether in Diagnostic Imaging
or Interventional Imaging, follows a precise procedure:Some medical devices also require one or more clinicalinvestigations to validate their development:• identifying and analyzing the medical need;• clinical feasibility investigation: the results are used to refine
design inputs;• defining the product(s) meeting the need;• developing and validating a prototype (formulation andcharacterization);• developing and validating the product’s manufacturing
processes;• validating the concept in preclinical experimentation;• validating the technical solution with the end user;• developing the product in preclinical and clinicalexperimentation in accordance with regulatory requirements.
New contrast media are clinically developed in several successive
phases over a period of approximately 10 to 15 years in thesame way as for therapeutic drugs:• phase I to study the clinical and biological tolerance inhealthy volunteers and the pharmacokinetics (how the
product is distributed, metabolized, and eliminated within
the organism) of increasing doses of the product andthereby determine the maximum tolerated dose;

1.6.2• phase III to confirm, for a large cohort of patients, thediagnostic effectiveness and tolerance profile of the productcompared with a baseline product or technique.

• pivotal study: confirms safety and performance.
An authorization for clinical investigation is given by the issuingauthority (for example, the Agence nationale de sécurité desmédicaments et des produits de santé – ANSM in France) on
the basis of existing preclinical and clinical data. All the resultsof the clinical studies are then summarized in the clinicalevaluation report, including the data from the literature.
The main objective of Life Cycle Management (LCM) activities is
to manage the life cycle of products that are already on sale.
Typical LCM activities include obtaining approval for new
indications, developing new formulations or presentations,securing registrations in new geographic regions, and theclinical studies that take place in the marketing phase (phase IV).

Therapeutic areas

The two radiology activities, Diagnostic Imaging andInterventional Imaging, are researched in the three maintherapeutic areas of oncology, cardiology, and neurology.
In oncology, the incidence of the most common forms of cancer(lung, breast, prostate, colorectal, pancreatic, and liver) isconstantly growing. For example, injections with contrast media
are used in around 34 million examinations each year in thefive largest European countries. This increase is due to a
combination of longer life expectancy and known risk factors,
such as smoking, unhealthy eating, stress, and environmental
risks. This is resulting in a greater number of diagnostic
examinations at increasingly early stages aimed at improving
patient care and quality of life and the monitoring of patient
treatment. The trend in the treatment of breast cancer is aperfect example of the role played by the various types of
medical imaging, as MRI plays a vital role in screening for
and/or monitoring the disease. European data indicate that
more than 40 million women over the age of 50 should beroutinely screened by imaging. This procedure makes earlier
diagnosis easier, radically changing the treatment strategy andallowing disease-free remission from the condition. Furthermore,in the case of surgery, sentinel lymph node mapping can be

GUERBET

used in this same disease to limit surgical intervention to what isstrictly necessary.
For some types of cancer, such as hepatocellular carcinoma(HCC), Interventional Imaging is of great benefit, as it enables
the precise imaging and mapping of hepatic lesions and eventhe administering of anti-cancer drugs within these tumor lesions
through transarterial chemoembolization, usually as an
outpatient procedure.
In cardiology, the assessment of cardiovascular diseases
through imaging by injecting contrast media is vital forinvestigating the consequences of serious diseases for patients
who are symptomatic and/or present associated risk factors(such as obesity, diabetes, high cholesterol, stress, high bloodpressure, and smoking).
More than 8 million examinations are carried out worldwide
each year to analyze the condition of blood vessels (detecting
significant narrowing of vessels due to arterial plaque) and theimpact on the blood flow rate needed to adequately supply
essential tissues such as the heart (risk of a heart attack) or thebrain (risk of stroke).

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Appropriate diagnosis allows patients to be categorizedaccording to their risk profile and the presence or absence ofclinical signs to determine the most appropriate treatment
options: preventive monitoring, choice of one drug alone orseveral drugs in combination, or a strategy of major orinterventional surgery. In this specialty, for example, theinjection of contrast media in Interventional Imaging provides aview of the narrowed part of blood vessels needing medical
attention, guides endovascular procedures, and provides animmediate check on the effectiveness of the resulting dilation.
This type of treatment, which is less invasive for the patient andless costly for the community in terms of hospitalization time andpatient monitoring, has replaced surgery in many cases.

1.6.3

Most of these pathologies are chronic, and the drugs available tostop their progression are still insufficient. It is a major publichealth issue due to population aging, longer life expectancy, andthe high cost of caring for these dependent patients. Interventional
Imaging can also be used to successfully treat a large number of
cerebral arteriovenous malformations without surgery.

Diagnostic Imaging

In MRI, in response to requests from the US, Japanese, andEuropean authorities, Guerbet has provided all the available
preclinical and clinical data on Dotarem® regarding thepotential risk of brain deposits with repeated use ofgadolinium. Deposits have been reported with linear
gadolinium chelates, but far less so or not at all withmacrocyclic gadolinium chelates like Dotarem® andElucirem™. After the EMA (European Medicines Agency)
began interim proceedings (article 31) that led to areassessment of the risk/benefit analysis for all gadolinium
chelates, the European Commission confirmed in November
2017 the EMA’s decision to suspend non-specific linear
gadolinium chelates, restrict MultiHance® and Primovist® toliver imaging only, and maintain gadolinium macrocycle
chelates in all their indications. Also in November 2017, theauthorities in Japan decided to maintain first-line gadolinium
macrocycle chelates and restrict the use of linear products as asecond-line option. In December 2017, the FDA (Food andDrug Administration) officially recognized that linear gadolinium
chelates cause greater gadolinium deposits than macrocycles
and requested changes to the legal notices for all products.
Guerbet LLC, like other laboratories marketing this type of
product, therefore received a request from the FDA to carry out
preclinical studies and a clinical study for Dotarem® andElucirem™, both marketed in the United States. These studies
examine the potential long-term neurobehavioral effects ofgadolinium chelates and in vivo gadolinium deposition. The
preclinical study program was completed in 2023 for
Dotarem® and began in the same year for Elucirem™ in viewof its recent FDA approval. The clinical trial is underway, andElucirem™ has just been included. Progress is reported
regularly to the FDA. Some studies are being conducted in aconsortium with other laboratories marketing gadolinium
chelates in the United States.

26

In neurology, MRI has proven its worth through central nervous
system (CNS) imaging by making it possible, for the first time,
to diagnose lesions that cannot be seen using an X-ray scanner.
Injections of contrast media during CNS imaging enable theinvestigation of tumor diseases (primary brain tumors or brain
metastases linked to a primary cancer), inflammatory diseases(such as multiple sclerosis), degenerative conditions (such as
Alzheimer’s disease), vascular disorders (such as strokes), andinfectious diseases (such as brain abscesses).

GUERBET

Since 2021, exploratory preclinical studies have been ongoingto document long-term gadolinium retention in various organs
after single or repeated doses of Elucirem™ and the associatedspeciation.
Guerbet is continuing its clinical development of the newchemical entity (NCE) gadopiclenol (Elucirem™), a gadolinium
chelate-based molecule for use in MRI. As preclinical studies haveshown, this particularly effective product is suitable for the highmagnetic fields (1.5 T and 3 T) used in routine clinical practice.
Clinical studies in phases I, II, and III have been completed.
Clinical studies were also conducted in specific populations
and/or populations at risk, such as renal failure patients andchildren from 2 to 17 years of age. The registration application
was submitted to the European and US agencies in early 2022.
In the US, the application received an expedited review, and the
FDA granted marketing approval on September 21, 2022. In
Europe, the European Commission approved Elucirem™ on
December 11, 2023, paving the way for its launch in theEuropean Union in early 2024. Marketing authorization (MA)applications are currently being filed in other countries.
On December 14, 2021, Guerbet and Bracco Imaging
announced the signing of a partnership agreement for R&D
activities on gadopiclenol. Following approval by the healthauthorities, Guerbet and Bracco will both market gadopiclenol
independently under two different brand names. New clinicalstudies of gadopiclenol are underway or planned, in
collaboration with Bracco, to gain new indications, authorize
its use in new patient populations (e.g. children 0 to 2 years
old), or obtain Marketing Authorization in Asian countries.
As provided for in the Pediatric Investigation Plan agreed uponwith the European and US authorities, a clinical study inchildren from 0 to 2 years of age started in 2022. This study
will eventually allow gadopiclenol to be approved for use inthis population after approval by the health authorities.

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THE GUERBET GROUP
Innovation, Research, and Development

With regard to Delivery Systems and Services, the Innovation,
Research, and Development engineers are currently focusing on
three strategic areas:• connecting injectors to imaging equipment;

1.6.4• developing solutions for the tracing of injected doses(Contrast&Care®);• ensuring the safety of medical procedures through innovative
injection devices, whether single-use or designed for safer
multi-use practices.

Interventional Imaging

Commercial growth and expansion®
of Lipiodol applications

Planned microcatheter
activity divestment

Established 40 years ago as a standard in the treatment of livercancer, Lipiodol® also has a strong foothold in other fields –including vascular embolization, lymphography, andhysterosalpingography (HSG) – which now account for asignificant proportion of sales volumes and future growth. The
development potential for new innovative indications appears
significant, especially in the treatment of musculoskeletal
disorders, venous diseases, and post-surgery and cancer
disorders. Research and development efforts will be stepped up
to explore new applications for Lipiodol®.

In line with the shift in its strategy to leverage key assets,
Guerbet intends to gradually divest its microcatheter activities
historically housed within Accurate Medical Therapeutics. Since
its acquisition in 2018, the microcatheter portfolio has been
expanded very significantly, now containing 38 products
across the SeQure® and DraKon™ microcatheter product lines
for peripheral embolization procedures. This activity is relatively
insignificant at the Group level and now requires specialized,
reinforced sales teams and further significant investments torealize its full commercial potential, elements that are no longer
in line with the Group’s development strategy.
Guerbet also plans to sell the Occlugel technology acquired in2018, comprising several lines of microspheres forembolization uses.

1.6.5

Public-private partnerships

To meet its Innovation, Research, and Development objectives,
Guerbet is building a strategy of partnership, collaboration,and open-innovation agreements. Thanks to this outwardlooking approach, it is able to benefit from international
scientific expertise. Medical imaging is a multidisciplinary fieldrequiring expertise in chemistry, physics, computing, image
processing, electronics, biology, and medicine.
Several collaborative research programs are being conducted.
One of the most important projects, Iseult, financed by
Bpifrance (Banque publique d’investissement), was completed
in 2020. The expected benefit of these new technologies is
improved sensitivity in the detection of small brain lesions thatcannot be detected using standard techniques. Gadopiclenol(Elucirem™) was developed as part of this program.

GUERBET

Some collaborative research partnerships involve two types offinancial clauses:• repayment of advances if product sales are successful;• payment of a share of the profits based on the revenue
and/or operating profit generated by the products resulting
from these projects.
Investments continue to be made in the BioMedTech FPCI fund,initiated in 2017. This fund is managed by Truffle Capital, aspecialist investor in start-ups developing breakthroughtechnologies and products in the life sciences sector. This
investment is part of the Group’s innovation strategy and also
illustrates its diversification strategy to seek growth beyond
contrast media by linking up with high-potential French MedTech
or BioTech start-ups in the field of interventional medicine.

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1.6.6

THE GUERBET GROUP
Innovation, Research, and Development

Research and Development costs

The table below presents the Research and Development costs incurred by Guerbet Group over the last two years.
2023*

2022*

Research and Development costs (in € thousands)

81,22869,982

Research and Development costs (as % of revenue)

10.5%

9.3%

* Including the research tax credit (CIR).

Guerbet is stepping up its investments:• in Diagnostic Imaging by pursuing the plan for developmentof gadopiclenol (Elucirem™) in MRI;• in the digital sector by developing imaging solutions
coupled with Artificial Intelligence.
There is still significant market potential, and this agreement
enables Guerbet to retain control of the research work inprogress. The Group gives a reminder that very promising
initial results were obtained in 2022, in particular on thedetection of liver lesions (work to be presented at the RSNA
2022 conference) and the detection of prostate cancer (workto be presented at the ECR 2022 conference). Also, the qualityof the presentation of the Guerbet Artificial Intelligence research

1.6.7

28

team’s work recently impressed the jury of the BPI France 2030
program, resulting in €1 million in funding for the company’s
project in the early detection of pancreatic cancer, as
announced recently.
Guerbet’s commitment to promoting its digital imaging
technology and algorithms developed over the past several
years is further strengthened by the licensing agreement enteredinto in the first half of 2023 with Intrasense following theGroup’s acquisition of a stake in the company announced on
January 11, 2023. This strategic partnership will enable
Guerbet to benefit from proven know-how in integrating
Artificial Intelligence into the clinical routine of practitioners inimaging and oncology.

Research and Development portfolio

GUERBET

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THE GUERBET GROUP
Innovation, Research, and Development

1.6.8

Intellectual property

Intellectual property is vital, as it compensates for part of thetime and cost involved in innovation, while allowing companies
to reap the benefits of researchers’ work. The patent has a termof 20 years from the date on which the application is filed. In
practice, product development times, especially for drugs, aresuch that the exclusivity period is often considerably reduced.
The expiration of a patent may lead to the emergence of verystrong competition due to the arrival of generic products.
In some cases, and where the patent relates to the active
ingredient of a drug, it may be extended for up to five more
years through an additional protection certificate, known as a
Patent Term Extension in the United States or a SupplementaryProtection Certificate in other countries.
Products may also be protected by other patents during thedevelopment and/or marketing phase. Guerbet has a portfolioof patents covering active ingredients (e.g. contrast andradiotherapy media), new pharmaceutical formulations,

1.6.9

emulsions, formulation and manufacturing processes, delivery
systems, medical devices (syringes, tubing, microcatheters,etc.), and methods based on Augmented Intelligence.
The Guerbet Group and its subsidiaries have 441 patents andpatent registration applications pending (mainly in the names of
Guerbet, Liebel-Flarsheim Company LLC, Accurate Medical
Therapeutics, and Medex), 1,774 trademarks registered or
pending registration, and 22 industrial models. The portfolio of
patents, trademarks, and industrial models contributes to theGroup’s valuation and strengthens its position in the growing
market for contrast media combined with medical devices. In
2023, the Guerbet Group and its subsidiaries were granted 39
patents worldwide. In particular, patents were granted inAustralia, Brazil, South Korea, Europe, the United States, Hong
Kong, and Japan for Elucirem™ and its active ingredient. This
product will thus be protected until 2040.

Clinical data protection

Clinical data protection is a complement to protection bypatent. This is a period of exclusivity during which a regulatory
administrative authority will refuse:

GUERBET• a Marketing Authorization application for a competingproduct; or• the granting of Marketing Authorization for generics
developed on the basis of the clinical data covered by thisprotection relating to an originator drug.

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30

THE GUERBET GROUP

THE GUERBET GROUP

The Group’s governance structure at December 31, 2023

The Group’s governance structure at December 31, 2023

1.7

THE GROUP’S GOVERNANCE STRUCTURE AT DECEMBER 31, 2023

1.7.1

An international presence

GUERBET

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THE GUERBET GROUP
The Group’s governance structure at December 31, 2023

1.7.2

Property owned

Country

Town/City

Address

BrazilRio de Janeiro

Rua André Rocha, 3000, Jacarepaguá, CEP 22710, 568 – Rio de Janeiro

Cincinnati

2111 E Galbraith Road, Cincinnati, Ohio 45237

Raleigh

8800 Durant Road, Raleigh, North Carolina 27616

Aulnay-sous-Bois

16/24, rue Jean-Chaptal and 1, rue Nicéphore-Niépce – 93600 Aulnay-sous-Bois

Marans16, rue des Fours-à-Chaux – 17320 Marans

LanesterZI de Kerpont, 705, rue Denis-Papin – 56600 Lanester

United States

FranceVillepinte

15, rue des Vanesses – 93420 Villepinte

IrelandDublinDamastown Mulhuddart – Dublin 15

1.7.3

Distribution

Guerbet markets its products in more than 115 countries inevery continent in several ways:

Customer types
Guerbet’s local customer structure in each of its national
markets, excluding distributors and licensees, differs from one
country to the next. Nevertheless, there are two factors common
to most countries:• directly through its subsidiaries and branches;• through distributors;• through license holders.

Direct operations
The Group has direct operations in more than 20 countries in
Europe, Asia, Oceania, North America, and Latin America.

Distribution agreements• a large proportion of sales are made to hospitals, clinics,
radiology centers, and purchasing pools. In the vast majorityof cases, such sales are based on negotiated contracts orcalls for tenders;• a second major category of customers consists of wholesale
distributors, which in turn supply pharmacies.

For markets in which Guerbet does not have direct operations
or a licensing agreement, it has agreements with distributors.
The main agreements cover Scandinavia, Eastern Europe,
Greece, Africa and the Middle East, Canada, and somecountries in South America, Asia, and Oceania. These
distributors are now joined by a network of companies
dedicated to providing after-sales services for injectors.

32

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CORPORATE GOVERNANCE

2.1

BOARD OF DIRECTORS’ REPORTON CORPORATE GOVERNANCE

34

2.2

BOARD OF DIRECTORS

34

2.2.1

Composition of the Board of Directors

34

2.2.2

Operation and powers of the Boardof Directors

53

2.2.3

Organization of the work of the Boardof Directors and the Committees

54

Assessment of the Board of Directors
and its Committees

57

2.2.4

2.5

EXCEPTIONSTO THE AFEP-MEDEF CODE

77

2.6

AGREEMENTS REFERRED TO IN
ARTICLE L. 225-37-4-2° OF THE
FRENCH COMMERCIAL CODE78

DELEGATIONS OF AUTHORITYREGARDING CAPITALINCREASES

78

PROVISIONS IN THE ARTICLESOF ASSOCIATION RELATINGTO GENERAL MEETINGS

78

FACTORS THAT COULD HAVEAN IMPACT IN THE EVENTOF A TAKEOVER OR EXCHANGE
OFFER REFERRED TO IN ARTICLE
L. 225-37-5 OF THE FRENCHCOMMERCIAL CODE

80

2.7

2.8
2.3

GENERAL MANAGEMENT

58

2.3.1

Chief Executive Officer

58

2.3.2

Deputy CEO – Chief Pharmacist

58

2.3.3

Executive Committee

59

2.4

COMPENSATION OF
CORPORATE OFFICERS

60

2.4.1

Compensation policy for corporate
officers

60

2.4.2

Compensation of the Chairpersonof the Board of Directors, Didier Izabel

65

2.4.3

Compensation of the Chief Executive
Officer, David Hale

68

2.4.4

Compensation of the Deputy Chief
Executive Officer, Philippe Bourrinet

70

2.4.5

Directors’ compensation

72

2.4.6

Equity ratios

73

2.4.7

Annual changes in compensationand company performance

74

2.4.8

Commitments made to corporate officers
when their duties are assumed, changed,or terminated

75

2.4.9

Stock option plans for corporate officers

75

GUERBET

2.9

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CORPORATE GOVERNANCE
Board of Directors’ report on corporate governance

2.1

BOARD OF DIRECTORS’ REPORT ON CORPORATE
GOVERNANCE

In accordance with article L. 225-37, paragraph 6 of theFrench Commercial Code, we are pleased to present to you thereport of the Board of Directors on Guerbet’s corporate
governance. In particular, this report gives an account of thecomposition, conditions for preparation and organization of theBoard’s work, the organization of the General Management, as
well as the principles and rules for determining thecompensation and benefits of any kind granted to the corporate
officers. This report was approved by the Board of Directors on
March 20, 2024.
Guerbet has adopted the Corporate Governance Codepublished by Afep-Medef (French association of private-sector
companies/French business confederation). Any deviations from

Guerbet is a French public limited company (société anonyme)
with a Board of Directors. The functions of the Chairperson of
the Board and the CEO are separated. The separation of thefunctions of Chairperson of the Board of Directors and Chief
Executive Officer has been in place at Guerbet since the formof the company was changed to an S.A. with a board of
directors (it was previously in the form of an S.A. with an
executive board and a supervisory board) by its Board of
Directors on May 21, 2010.

2.2

BOARD OF DIRECTORS

2.2.1

Composition of the Board of Directors

2.2.1.1

General principles governing
the composition of the Boardof Directors

The operation of the Board of Directors is governed by thecompany’s articles of association and the law. It also has
Internal Regulations that specify and supplement the procedures
governing its operation and the operation of its Committees.
The articles of association and the Internal Regulations areavailable on the Guerbet Group website (under “Investors” –“Corporate Governance” section).
The main principles governing the composition of the Board of
Directors are as follows:• the Board of Directors is composed of i) three (3) to eighteen(18) Directors appointed by the Ordinary General Meetingand ii) one (1) to two (2) Directors representing theemployees, elected from and by the staff of the company
and that of its direct or indirect subsidiaries whose head
office is located on French territory depending on whether

(1)

34

this Code are indicated in the summary table at the end of thisreport. This Code is available at https://afep.com/wp-content/
uploads/2020/01/Afep_Medef-Code-revision-2020-EN-.pdf.

the Board of Directors is composed of fewer than eight (8)Directors or more than eight (8) Directors;• Directors, whether they are natural persons or legal entities,
are appointed for a term of one (1) to six (6) years by theGeneral Meeting on the recommendation of the Board of
Directors after consulting the Appointments andCompensation Committee(1). Each Board member, with the
exception of the Directors representing the employees, mustown at least 200 company shares (as provided for in article
9.b of the articles of association). If, on the day of his or her
appointment, a Board member does not hold the requisite
number of shares, or if, during his or her term of office, aBoard member ceases to own them, the Board member is
automatically deemed to have resigned if the situation is not
rectified within six (6) months;• the reappointment, resignation, co-optation if a vacancy
arises, and dismissal of Board members are carried out
under the conditions provided for by law.

Note that the General Meeting of May 20, 2022, approved an amendment to article 9b of the company’s articles of association (Appointment of the Board of
Directors and term of office) to provide that, as an exception to the term of six (6) years and exclusively to allow the staggering of Directors’ terms of office to be
implemented or maintained (as recommended by the Afep-Medef Code), the Ordinary General Meeting of Shareholders may appoint one or more Directors for aterm of one to five years.

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Board of Directors

2.2.1.2

Current composition of the Board of Directors

As of December 31, 2023, the Board of Directors had 12 members, including two Directors representing the employees:

Position Independence

Didier Izabel
Pascale Auger

Chairperson(from May26, 2023)
Director
Director

Yes Chairperson

May 23,2014

2026 GM
2028 GM

MemberMemberMember(from May26, 2023)

MemberMay 20,2022

2028 GM

November22, 2023

November22, 2029

MemberMay 23,2014

2026 GM

MemberMay 19,20172029 GM

MemberMember(from May26, 2023)

May 29,2015

2027 GM

Chairperson

Memberuntil May26, 2023

May 27,20162028 GMMay 28,2021

2027 GMMay 24,2013

2025 GM

October 27,
2020

October 26,
2026

May 19,20172024 GMMarie
de la Simone

Employeeelected
Director

No

Mark Fouquet

Director

No

Éric Guerbet

Director

No

Director

End ofterm

MemberNo

Nicolas Louvet

MemberStrategyandInnovation Date of first
Committee appointment

Yes

Director

Director

Ethics,Governance,
and CSR
Committee

May 26,2023

CarineDagommer

Céline Lamort

Appointments
andAudit Compensation
Committee
Committee

No

MemberMemberMemberuntil May26, 2023

No

Marc Massiot

Director

No

Chairperson(from May
Member 26, 2023)

Claire MassiotJouault

Director

No

MemberJean-Sébastien
Raynaud

Employeeelected
Director

No

Thibault Viort

Director

Yes

MemberMemberChairperson

MemberMember

On May 26, 2023, Didier Izabel was appointed Chairpersonof the Board of Directors to replace Marie-Claire Janailhac-Fritsch,
whose term of office ended on that date and who had reachedthe maximum number of reappointments permitted by law.

Directors and to pursue a strong diversity policy. This is reflectedin the following factors monitored annually by the Board:

Michel Guerbet was Honorary Chairperson of the company
until his death on January 23, 2024.

• the average age of the Directors is 55 years, and the
distribution of Directors is balanced overall between thoseover 60 years of age (42%), those between 50 and 59 yearsof age (25%), and those under 50 years of age (33%);

In view of its reference shareholding structure, the Board of
Directors has a majority proportion of Directors representing theShareholder Agreement. In general, the Board of Directors andthe Appointments and Compensation Committee seek tobalance the composition of the bodies in the selection of

GUERBET• 40% women on the Board and a balanced representationof women and men on each Committee;• a diversity of skills and professional experience to best meetits needs and carry out its work.

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CORPORATE GOVERNANCE
Board of Directors

AUTHORITY OF THE BOARD OF DIRECTORSThe Directors have been appointed for a six-year term, in
accordance with the law and the articles of association. Notethat the Afep-Medef Code’s recommendation of a four-year
term for Directors has not been adopted. The company strives
to meet the criteria of the Afep-Medef Code whenever they arecompatible with its organizational structure and operatingprocedures. However, because of the company’s size, its
capital-intensive nature, and the Board’s desire to adopt a longterm perspective while drawing on experience, it has decided
not to follow this recommendation. Note that the General
Meeting of May 20, 2022, approved an amendment to article
9b of the company’s articles of association (Appointment of theBoard of Directors and term of office) to provide that, as an
exception to the term of six (6) years and exclusively to allow
the staggering of Directors’ terms of office to be implemented or
maintained (as recommended by the Afep-Medef Code), theOrdinary General Meeting of Shareholders may appoint one
or more Directors for a term of one to five years.

2.2.1.3

Internal procedure for related-party agreements
and “ordinary” agreements
The procedure was established in accordance with:i) the regulation applicable to ordinary and related-party
agreements and commitments, as in force following thepromulgation of French law No. 2019-486 of May 22,
2019, known as the PACTE law;ii) the recommendations of the Autorité des marchés financiers.
The purpose of the procedure is to:a. recap the regulatory framework applicable to relatedparty agreements and commitments and clarify themethodology applied internally to describe the various
agreements entered into, andb. implement, in accordance with the provisions of article
L. 22-10-12 of the French Commercial Code, a
procedure for regularly assessing ordinary agreements.
The procedure was approved by Guerbet’s Board of Directors
on March 24, 2020, and is available on Guerbet’s website.

Director Declarations

No convictions for fraud, involvement
in bankruptcy, or incrimination and/or official
public sanctions
To Guerbet’s knowledge, as of the date of preparation of thisdocument, none of the Directors has been convicted of fraud,
been the subject of government proceedings, or involved inbankruptcy, receivership, or liquidation proceedings.

Conflicts of interest
In 2023, the Board of Directors was not informed of any
potential conflicts of interest that would prevent the performanceof a Director’s duties throughout the year. General declarationsof non-conflict of interest are made in writing and signed, now
electronically, by each Director each year, in accordance withthe conflict-of-interest management procedure validated by the
Board of Directors.

Service contracts

2.2.1.4

Independent Directors

Each year, after consulting the Appointments andCompensation Committee, the Board of Directors reviews theindividual situation of each Director in view of all the
independence requirements of the Afep-Medef Code (article10). According to the Code, a Director is independent “whenhe or she has no relationship of any kind whatsoever with thecorporation, its group, or its management that may interferewith his or her freedom of judgment. Accordingly, anIndependent Director is understood to be any non-executive
director of the corporation or the group who has no particularbonds of interest (significant shareholder, employee, etc.) withthem.” In view of these criteria, at its meeting on December 14,
2023, and on the recommendation of the Appointments andCompensation Committee, the Board of Directors deemed thatthe three Independent Directors are still eligible for such status.
They are Didier Izabel, Pascale Auger, and Thibault Viort.

No member of the Board of Directors or the General
Management is bound by a service contract with Guerbet S.A.
or any of its subsidiaries providing for the granting of benefits
under such a contract.

36

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Board of Directors

The criteria used to assess the independence of the Directors
are as follows:• criterion 1: not to be and not to have been within theprevious five years:• an employee or executive officer of the Corporation,• an employee, executive officer, or director of a company
consolidated within the Corporation,• an employee, executive officer, or director of the
Corporation’s parent company or a company
consolidated within this parent company;• criterion 2: not to be an executive officer of a company inwhich the Corporation holds a directorship, directly or
indirectly, or in which an employee appointed as such or an
executive officer of the Corporation (currently in office or
having held such office within the last five years) holds a
directorship;• criterion 3: not to be a customer, supplier, commercial
banker, investment banker, or consultant that is significant to
the Corporation or its group or for which the Corporation orits group represents a significant portion of its activity. The
evaluation of the significance or otherwise of the relationshipDirectors

with the Corporation or its group must be debated by the
Board, and the quantitative and qualitative criteria that led
to this evaluation (continuity, economic dependence,
exclusivity, etc.) must be explicitly stated in the report on
corporate governance;• criterion 4: not to be related by close family ties to acompany office;• criterion 5: not to have been an auditor of the Corporation
within the previous five years;• criterion 6: not to have been a director of the Corporation
for more than 12 years;• criterion 7: directors representing major Shareholders of the
Corporation or its parent company may be considered
independent, provided these Shareholders do not take partin the control of the Corporation. Nevertheless, beyond a
10% threshold in capital or voting rights, the Board, upon areport from the Nominations Committee, shouldsystematically review the qualification as independent in thelight of the composition of the Corporation’s capital and theexistence of a potential conflict of interest.

Criterion 1

Criterion 2

Criterion 3

Criterion 4

Criterion 5

Criterion 6

Criterion 7

Didier Izabel

Fulfilled

Fulfilled

Fulfilled

Fulfilled

Fulfilled

Fulfilled

Fulfilled

Pascale Auger

Fulfilled

Fulfilled

Fulfilled

Fulfilled

Fulfilled

Fulfilled

Fulfilled

Thibault Viort
Non-Independent Directors

Fulfilled

Fulfilled

Fulfilled

Fulfilled

Fulfilled

Fulfilled

Fulfilled

Carine Dagommer

Fulfilled

Fulfilled

Fulfilled

Fulfilled

Fulfilled

Fulfilled Not fulfilled

Mark Fouquet

Fulfilled

Fulfilled

Fulfilled

Fulfilled

Fulfilled

Fulfilled Not fulfilled

Éric Guerbet

Fulfilled

Fulfilled

Fulfilled

Fulfilled

Fulfilled

Fulfilled Not fulfilled

Céline Lamort

Fulfilled

Fulfilled

Fulfilled

Fulfilled

Fulfilled

Fulfilled Not fulfilled

Nicolas Louvet

Fulfilled

Fulfilled

Fulfilled

Fulfilled

Fulfilled

Fulfilled Not fulfilled

Marc Massiot

Fulfilled

Fulfilled

Fulfilled

Fulfilled

Fulfilled

Fulfilled Not fulfilled

Claire Massiot-Jouault
Marie de la Simone(Director representing the employees)
Jean-Sébastien Raynaud(Director representing the employees)

Fulfilled

Fulfilled

Fulfilled

Fulfilled

Fulfilled

Fulfilled Not fulfilled

Not fulfilled

Fulfilled

Fulfilled

Fulfilled

Fulfilled

Fulfilled

Fulfilled

Not fulfilled

Fulfilled

Fulfilled

Fulfilled

Fulfilled

Fulfilled

Fulfilled

Independent Directors

As of December 31, 2023, 30% of the Board members were independent (employee-elected Directors are not included in thiscalculation in accordance with the Afep-Medef Code).

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CORPORATE GOVERNANCE
Board of Directors

2.2.1.5

Changes in the compositionof the Board of Directors during
the 2023 fiscal year

The 2023 General Meeting appointed Pascale Auger as a
new Independent Director and approved the reappointment of
Carine Dagommer, Éric Guerbet, and Thibault Viort.
Marie de la Simone also joined the Board of Directors as an
employee-elected Director on November 22, 2023, replacing
Olivier Fougère, whose term of office had expired.

2.2.1.6

Training and orientation of Directors

New Directors undergo a dedicated orientation process.
Information sessions prior to the first Board meeting are heldwith the Chairperson of the Board of Directors and theSecretary of the Board and of the committees. This program
enables new Directors to quickly understand Guerbet Groupand its challenges. It includes a review of the Group’s strategy,
current projects, the company’s internal organization and thechallenges facing the main departments, the competitiveenvironment, the medium-term and long-term outlook, andcorporate governance. Whenever possible, this orientation
process includes visits to the industrial plants.

2.2.1.7

Ending terms of office

The term of office of Thibault Viort will end at the General
Meeting of May 24, 2024.
The terms of office of the other Directors will end at thefollowing General Meetings:
2025 GM

Claire Massiot-Jouault
Mark Fouquet2026 GM

Didier Izabel
Céline Lamort

2027 GM

Marc Massiot
Pascale Auger

2028 GM

Carine Dagommer
Nicolas Louvet

2029 GM

Éric Guerbet

The reappointment date of Jean-Sébastien Raynaud, Director
representing the employees, is October 26, 2026.
The reappointment date of Marie de la Simone, Director
representing the employees, is November 22, 2029.

In addition, any Director can receive ad hoc training on topics
of interest to the company or to expand certain knowledge.

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2.2.1.8

Offices and positions held by members of the Board of Directors

As of December 31, 2023, the Board of Directors consisted of the following members:

Didier IZABELCHAIRPERSON OF THE BOARD OF DIRECTORS
Independent
CAREER HISTORY• Senior Partner at Axys Finance (since 2009)• Managing Director at Group Banca Leonardo (2006-2009)
Date of birth:
December 06, 1955

• Partner at Toulouse & Associés (2003-2006)

Business address:
Guerbet15, rue des Vanesses
93420 Villepinte – France• Head of the Financial Engineering Department at Banexi (BNP Group) (1989-1994)

First appointment to the Board:
May 23, 2014
Date of most recent
reappointment:
May 29, 2020
End of term of office:2026 General Meeting• Head of Mergers and Acquisitions at Compagnie Financière Edmond de Rothschild(1994-2003)
Ministry for Industry:• General Directorate for Industry, in charge of the Pharmaceutical Industry (1985-1989)• Provence-Alpes-Côte d’Azur Region DRIR (Regional Directorate for Industry
and Research), in charge of the Industrial Environment (1982-1985)
EDUCATION• École Polytechnique (1976)• École Nationale des Mines de Paris (1981)• Member of the Corps des Mines
CURRENT OFFICES HELDAt Guerbet• Chairperson of the Board of Directors (from May 26, 2023)• Chairperson of the Audit Committee• Member of the Appointments and Compensation Committee• Member of the Strategy and Innovation Committee
2023 meeting attendance rate

Board of Directors: 100%
Audit Committee: 100%
Strategy and Innovation Committee: 100%
Appointments and Compensation Committee: 100%
CURRENT OFFICES HELD IN FRENCH COMPANIES• CEO of Axys Finance (since March 2009)
CURRENT OFFICES HELD IN FOREIGN COMPANIESNoneOFFICES HELD OVER THE LAST FIVE YEARS

French companies• CEO of SARL LMP 07 (until 2017)• CEO of SARL Financière des pins (until 2016)
Foreign companies
None

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Pascale AUGERDIRECTOR
Independent
CAREER HISTORY• Deputy CEO of the Rabot Dutilleul Group (2019-2020)• CEO of Mauboussin (2017-2018)
Date of birth:
October 23, 1962
Business address:
Guerbet15, rue des Vanesses
93420 Villepinte – France
First appointment to the Board:
May 26, 2023
Date of most recent
reappointment:
Not applicableEnd of term of office:2028 General Meeting• Head of Global Master Data Management within the Global Business Services
department of the LafargeHolcim Group (2016-2017)• Chief Development Officer to Maurice Ricci, Founder and Chairperson of the AKKA
Technologies Group, an engineering and technology consulting firm (2014-2015)• Chief Development Officer of the Bolloré Group for the development of future solutionsin the field of mobility services and electrical storage (2013-2014)• Vice President of Capgemini Consulting, Strategy, Change, and Performance
Management (2003-2011)• Partner, head of Finance for the Industry and Retail sectors of PricewaterhouseCoopers(1993-2002)
EDUCATION• Engineer, Centrale Lille, PhD in robotics and industrial organization
CURRENT OFFICES HELDAt Guerbet• Independent Director• Audit Committee member• Member of the Appointments and Compensation Committee
2023 meeting attendance rate

Board of Directors: 100%
Audit Committee: 100%
Appointments and Compensation Committee: 100%
CURRENT OFFICES HELD IN FRENCH COMPANIES• Chairperson of the Audit Committee and Independent Director of EXEL Industries(since 2018)• Chairperson of the Board of Directors of PRODEVAL (since 2021)• Chairperson of the Nominations, Remuneration, and Governance Committee,
Independent Director of ICAPE (since 2021)• Chairperson of Corporate Angel (SASU)
CURRENT OFFICES HELD IN FOREIGN COMPANIESNoneOFFICES HELD OVER THE LAST FIVE YEARS

French companies• Member of the RDH Advisory Board and the Appointments and Compensation
Committee (2016-2019)• Member of the Supervisory Board, VITAMINE T Group (2021-2023)
Foreign companies
None

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Carine DAGOMMER
DIRECTOR
Non-independent: member of the Guerbet family
CAREER HISTORY• Marketing management functions in the Biocodex, Uriage, Puressentiel, and Nuxe
laboratories, Paris (since 2018)
Date of birth:
July 10, 1970

• Head of Sales and Marketing – Valeur Absolue Parfums, Geneva (2014-2015)

Business address:
Guerbet15, rue des Vanesses
93420 Villepinte – France• Export Manager for the Latin America & Caribbean region, then Key Accounts Manager
for France & Belgium – Escada Beauté Group, Paris (1998-2001)

Board co-optation date:
September 22, 2021

• Master 2 (DESS) International Business (Université R. Schuman, Strasbourg)First appointment to the Board:
May 20, 2022
End of term of office:2028 General Meeting• International Marketing Manager for makeup and fragrance – Elizabeth Arden
International, Geneva (2001-2011)• Department store manager – Parfums Grès, Paris (1996-1998)
EDUCATION• ESSEC Global BBA
CURRENT OFFICES HELDAt Guerbet• Director• Member of the Audit Committee (from May 26, 2023)• Member of the Appointments and Compensation Committee
2023 meeting attendance rate

Board of Directors: 100%
Appointments and Compensation Committee: 100%
Audit Committee: 100%
CURRENT OFFICES HELD IN FRENCH COMPANIESNone
CURRENT OFFICES HELD IN FOREIGN COMPANIESNoneOFFICES HELD OVER THE LAST FIVE YEARS

French companies
None
Foreign companies
None

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Marie DE LA SIMONEDIRECTOR REPRESENTING THE EMPLOYEES
Non-independent: Guerbet employee
CAREER HISTORY• Global Marketing Director – Artificial Intelligence, Guerbet S.A. (since 2021)• Marketing Director France, Microport CRM (2018-2021)
Date of birth:
September 28, 1974

• Key Account Manager, Siemens Healthineers (2017-2018)• Business Unit Manager, Advance Therapy Division, Siemens Healthineers (2013-2017)• Global Marketing Director, EOS Imaging (2006-2013)

Business address:
Guerbet15, rue des Vanesses
93420 Villepinte – France
First appointment to the Board:
November 22, 2023

• Marketing Manager, Praxim Medivision (2001-2006)
EDUCATION• Master of Business Administration (IAE Aix-en-Provence)• Biomedical engineer, UTC (Université de Technologie de Compiègne)CURRENT OFFICES HELD

Date of most recent
reappointment:
Not applicable

At Guerbet• Director

End of term of office:November 22, 2029

Board of Directors: N/A

2023 meeting attendance rate

CURRENT OFFICES HELD IN FRENCH COMPANIESNone
CURRENT OFFICES HELD IN FOREIGN COMPANIESNoneOFFICES HELD OVER THE LAST FIVE YEARS

French companies
None
Foreign companies
None

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Mark FOUQUETDIRECTOR
Non-independent: member of the Guerbet family
CAREER HISTORY• Corporate Secretary, assisting with and arranging industrial and financial partnerships
at MGF Easybike (2011-2016)
Date of birth:
July 06, 1959
Business address:
Guerbet15, rue des Vanesses
93420 Villepinte – France
First appointment to the Board:
May 23, 2014

• Financial engineering key account manager for Paris and Abidjan at Maréchal& Associés Finance (2010-2011)• CEO and Partner, consultant in financial engineering and arranging financial deals
at FG Partner SAS (2007-2010)• Consultant in financial engineering and arranging financial deals at Simpl-Fi(since 2003)• Seller of French and European equities to institutional clients and IPO financing
at KBC Securities France (1999-2003)
EDUCATION• European Business School
Date of most recent
reappointment:
May 29, 2020
End of term of office:2026 General Meeting

CURRENT OFFICES HELDAt Guerbet• Director• Audit Committee member• Member of the Strategy and Innovation Committee
2023 meeting attendance rate

Board of Directors: 100%
Audit Committee: 100%
Strategy and Innovation Committee: 100%
CURRENT OFFICES HELD IN FRENCH COMPANIES• CEO of Simpl-Fi
CURRENT OFFICES HELD IN FOREIGN COMPANIESNoneOFFICES HELD OVER THE LAST FIVE YEARS

French companies• Lucibel SA (listed on Euronext Growth, Paris), end of term June 30, 2021
Foreign companies
None

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Éric GUERBETDIRECTOR
Non-independent: member of the Guerbet family
Secretary of the Shareholder Agreement
CAREER HISTORY

Date of birth:
August 04, 1976

• Head of the IT Global Regulatory & Transaction Reporting program at BNP Paribas –Corporate & Institutional Banking – Global Markets, Paris (since June 2021)• Head of the IT Global P&L (Profit & Loss) program at BNP Paribas –Corporate & Institutional Banking – Global Markets, Paris (2016-2021)

Business address:
Guerbet15, rue des Vanesses
93420 Villepinte – France• Head of the IT Murex BO Settlement/Interest Rate & Credit Derivatives program at BNPParibas – Corporate & Institutional Banking – Global Markets, Paris (2010-2015)

First appointment to the Board:
May 19, 2017

EDUCATION

Date of most recent
reappointment:
2023 General Meeting

CURRENT OFFICES HELDEnd of term of office:2029 General Meeting• Member of the Strategy and Innovation Committee• IT Project Manager at BNP Paribas, London (2003-2009)• IT Project Manager at BNP Paribas, Singapore (2000-2003)• Information Systems Engineer (ESME engineering school)

At Guerbet• Director• Member of the Appointments and Compensation Committee
2023 meeting attendance rate

Board of Directors: 100%
Appointments and Compensation Committee: 100%
Strategy and Innovation Committee: 100%
CURRENT OFFICES HELD IN FRENCH COMPANIES• Director of holding company Hakea SAS
CURRENT OFFICES HELD IN FOREIGN COMPANIESNoneOFFICES HELD OVER THE LAST FIVE YEARS

French companies
None
Foreign companies
None

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Céline LAMORTDIRECTOR
Non-independent: member of the Guerbet family
CAREER HISTORY• Industrial strategy and project management consulting (since 2021)• Director of Operations at Cartamundi (2021-2022)
Date of birth:
March 30, 1982
Business address:
Guerbet15, rue des Vanesses
93420 Villepinte – France
First appointment to the Board:
May 29, 2015

• Head of Strategic Projects at Barry Callebaut (2016-2021)• Head of Operations and other operational responsibilities (Production, Maintenance,
Supply Chain, and Continuous Improvement) at Royal DSM N.V. (2006-2016)
EDUCATION• IFA/Sciences Po Paris – Company Director Certificate• Unitech International Program• École Nationale Supérieure de Chimie de Paris (ENSCP)CURRENT OFFICES HELD

Date of most recent
reappointment:
May 28, 2021

At Guerbet• Director

End of term of office:2027 General Meeting• Member of the Strategy and Innovation Committee (from May 26, 2023)• Member of the Audit Committee (until May 26, 2023)• Member of the Ethics, Governance, and CSR Committee
2023 meeting attendance rate

Board of Directors: 100%
Audit Committee: 100%
Strategy and Innovation Committee: 100%
Ethics, Governance, and CSR Committee: 100%
CURRENT OFFICES HELD IN FRENCH COMPANIES• Director of holding company Hakea SAS
CURRENT OFFICES HELD IN FOREIGN COMPANIES• Director of C.C.G.M Projects BV
OFFICES HELD OVER THE LAST FIVE YEARS

French companies
None
Foreign companies
None

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Nicolas LOUVETDIRECTOR
Non-independent: member of the Guerbet family
CAREER HISTORY• Director of EMEA Component Sales, Stellantis BU, at Yazaki Corporation (since 2022)• Director of Global Value Improvement, Stellantis BU, at Yazaki Corporation (since 2021)
Date of birth:
June 27, 1976
Business address:
Guerbet15, rue des Vanesses
93420 Villepinte – France• Head of the BU Improvement Plan at Yazaki Europe Limited (2013-2020)• Head of Component Key Accounts at Yazaki Europe Limited (2012-2015)• Head of Strategic Projects at Yazaki Europe Limited (2007-2012)• R&D Engineer, then Project Manager at Valeo Éclairage et Signalisation (2001-2007)
EDUCATION• Engineer, graduate of UTC (Université de Technologie de Compiègne)First appointment to the Board:
May 27, 2016

CURRENT OFFICES HELD

Date of most recent
reappointment:
May 20, 2022

• Chairperson of the Ethics, Governance, and CSR Committee

End of term of office:2028 General Meeting

At Guerbet• Director• Member of the Strategy and Innovation Committee (until May 26, 2023)
2023 meeting attendance rate

Board of Directors: 89%
Strategy and Innovation Committee: 100%
Ethics, Governance, and CSR Committee: 100%
CURRENT OFFICES HELD IN FRENCH COMPANIES• Director of holding company Hakea SAS
CURRENT OFFICES HELD IN FOREIGN COMPANIESNoneOFFICES HELD OVER THE LAST FIVE YEARS

French companies
None
Foreign companies
None

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Marc MASSIOTDIRECTOR
Non-independent: member of the Guerbet family
Treasurer of the Shareholder Agreement
CAREER HISTORY• Founding Director, Enaxante, Business consulting in the healthcare sector (since 2007)
Date of birth:
June 16, 1960

• Director, Espace Santé Saint-Bernard – Physiotherapy, Osteopathy, Sports Health(since 2017)• Chief Executive Officer, Indiba France, medical device manufacturing (2013-2016)

Business address:
Guerbet15, rue des Vanesses
93420 Villepinte – France• Director or Training and Evaluation, Executive Committee member, LPG System,
medical device manufacturer (2000-2007)

First appointment to the Board:
May 28, 2021

• Instructor, Institut de Formation des Cadres de Santé at CRF and in the Parisand Rouen FMK

Date of most recent
reappointment:
Not applicable

EDUCATION

End of term of office:2027 General Meeting• Member of the high council of paramedical professions (MK Commission)
with the French ministry of health (1996-2000)• Publications of books, articles, and communications in health and human sciences• EM Lyon Business School – LLL: General Management & Budget program (2007)• Research master’s degree in Education Sciences, Université de Provence, Aix-Marseille 1(2006)• Health executive diploma (1993), osteopathy diploma (1992),
State diploma in physiotherapy (1984)
CURRENT OFFICES HELDAt Guerbet• Director• Chairperson of the Strategy and Innovation Committee (since May 26, 2023)• Member of the Ethics, Governance, and CSR Committee
2023 meeting attendance rate

Board of Directors: 100%
Chairperson of the Strategy and Innovation Committee: 100%
Ethics, Governance, and CSR Committee: 100%
CURRENT OFFICES HELD IN FRENCH COMPANIES• Chairperson of holding company Hakea SAS• Manager of Société Enaxante SARLCURRENT OFFICES HELD IN FOREIGN COMPANIESNoneOFFICES HELD OVER THE LAST FIVE YEARS

French companies
None
Foreign companies
None

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Claire MASSIOT-JOUAULTDIRECTOR
Non-independent: member of the Guerbet family
CAREER HISTORY• Head of Operational Excellence and Lean Manufacturing at Sanofi R&D (2016-2020)• Head of Clinical and Medical Quality at Sanofi R&D (2010-2015)
Date of birth:
August 27, 1961

• Quality assurance/good clinical practices and drug safety monitoring at Sanofi R&D(1992-2010)• Biotech research at Advanced Magnetics, Cambridge, United States (1990-1991)

Business address:
Guerbet15, rue des Vanesses
93420 Villepinte – France
First appointment to the Board:
May 24, 2013
Date of most recent
reappointment:
May 24, 2019
End of term of office:2025 General Meeting• Clinical research, Glaxo Laboratories (1989-1990)• Hospital pharmacy intern at Assistance publique des hôpitaux de Paris(Paris public hospital authority) (1985-1989)
EDUCATION• Advanced diploma in hospital pharmacy – Paris V• Master’s degree in biological and medical sciences – Paris VI• PhD in pharmacy – René-Descartes University – Paris V
CURRENT OFFICES HELDAt Guerbet• Director• Member of the Strategy and Innovation Committee
2023 meeting attendance rate

Board of Directors: 89%
Strategy and Innovation Committee: 100%
CURRENT OFFICES HELD IN FRENCH COMPANIESNone
CURRENT OFFICES HELD IN FOREIGN COMPANIESNoneOFFICES HELD OVER THE LAST FIVE YEARS

French companies• Manager of RFDC non-commercial partnership (2022)
Foreign companies
None

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Jean-Sébastien RAYNAUDDIRECTOR REPRESENTING THE EMPLOYEES
Non-independent: Guerbet employee
CAREER HISTORY• Global Head of Medical Affairs in medical imaging and Head of Medical Affairs
EMEA Guerbet Group since 2021 and APAC (since September 2023)
Date of birth:
July 02, 1971

• Head of Medical Affairs France, Guerbet France (2019-2020)• International Scientific Advisor and Head of the KOL International network, Guerbet S.A.
(2012-2019)

Business address:
Guerbet15, rue des Vanesses
93420 Villepinte – France• MRI Specialist in the Research and Innovation Division, Guerbet S.A. (2002-2012)

First appointment to the Board:
October 27, 2020

• Doctorate in Physics in Medical Imaging at Institut de Myologie, Pitié-Salpêtrière, Paris

Date of most recent
reappointment:
Not applicableEnd of term of office:October 26, 2026

• Road construction and maintenance engineer, LCPC, on analysis of materials by MRI,
Paris (2000)
EDUCATION

CURRENT OFFICES HELDAt Guerbet• Director representing the employees• Member of the Appointments and Compensation Committee
2023 meeting attendance rate

Board of Directors: 100%
Appointments and Compensation Committee: 100%
CURRENT OFFICES HELD IN FRENCH COMPANIESNone
CURRENT OFFICES HELD IN FOREIGN COMPANIESNoneOFFICES HELD OVER THE LAST FIVE YEARS

French companies
None
Foreign companies
None

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Thibault VIORTDIRECTOR
Independent
CAREER HISTORY• CEO New Business of AccorHotels and member of the Executive Committee(2018-2020)
Date of birth:
September 24, 1972
Business address:
Guerbet15, rue des Vanesses
93420 Villepinte – France
First appointment to the Board:
May 19, 2017
Date of most recent
reappointment:
2023 General Meeting
End of term of office:2024 General Meeting• Chief Disruption and Growth Officer of AccorHotels (2016-2018)• Creation and development of several companies (Novao, Actimos, LaTeam AI,
BloomFlow, and Evotis)• Teaching at École Polytechnique and Sciences Po Paris• Mentoring for several start-ups (Openclassrooms, Des bras en plus)
EDUCATION• Information Systems Engineer (EPITA 1996)
CURRENT OFFICES HELDAt Guerbet• Director• Chairperson of the Appointments and Compensation Committee• Member of the Strategy and Innovation Committee• Audit Committee member• Member of the Ethics, Governance, and CSR Committee
2023 meeting attendance rate

Board of Directors: 100%
Strategy and Innovation Committee: 100%
Audit Committee: 100%
Ethics, Governance, and CSR Committee: 100%
Appointments and Compensation Committee: 100%
CURRENT OFFICES HELD IN FRENCH COMPANIES• Chairperson of FASAB SASU
• Chairperson of LATEAM AI SAS• Chairperson of SMACH SAS• Chairperson of Evotis• Director, Swile
CURRENT OFFICES HELD IN FOREIGN COMPANIESNoneOFFICES HELD OVER THE LAST FIVE YEARS

French companies• Chairperson of the Board of Directors of Hotel Homes SAS (end of term in 2019)• Chairperson of the Board of Directors of NDH SAS (end of term in 2019)• Chairperson of the Supervisory Board of GEKKO SAS (end of term in 2020)• Chairperson of the Supervisory Board of VeryChic SA (end of term in 2020)• Chairperson of Dedge (end of term in 2020)• Director, CodingGame SA• Director, Studapart
Foreign companies
None

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2.2.1.9

Offices and positions held by executive directors: CEO and Deputy CEODavid HALECHIEF EXECUTIVE OFFICERCAREER HISTORY• Chief Commercial Officer, Guerbet (2018-2019)• Chairperson of GE Healthcare Digital Imaging and Care Area Solutions• Management positions in Europe, for the EMEA region, the United States,
and Canada at GE Healthcare

Date of birth:
July 02, 1968

• Management of commercial initiatives and services across European companies
in GE’s Corporate Initiatives Group (2000)

Business address:
Guerbet15, rue des Vanesses
93420 Villepinte – France• Product and service management at Milliken Textiles, Eastman Kodak,
and Ascom, Switzerland• Project management at Boston Consulting Group, Germany

Appointed Chief Executive Officer
of Guerbet:
January 1, 2020EDUCATION• MBA – Institute of Management Development (IMD), Switzerland• Degree in industrial and systems engineering – Georgia Institute of Technology(United States)
CURRENT OFFICES HELDAt Guerbet• Chief Executive Officer (since January 1, 2020)
CURRENT OFFICES HELD IN FRENCH COMPANIESNone
CURRENT OFFICES HELD IN FOREIGN COMPANIESNoneOFFICES HELD OVER THE LAST FIVE YEARS

French companies• Independent Director of Orpéa (ended December 22, 2023)
Foreign companies
None
The Chief Executive Officer is not a member of the Board of Directors.

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Philippe BOURRINETDEPUTY CHIEF EXECUTIVE OFFICER
Chief Pharmacist
Senior VP of Development, Medical & Regulatory Affairs
CAREER HISTORY

Guerbet:• Senior VP of Development, Medical & Regulatory Affairs (since January 2020)
Date of birth:
October 29, 1968

• Chief Pharmacist – Deputy Chief Executive Officer (since March 2021)

Business address:
Guerbet15, rue des Vanesses
93420 Villepinte – France• Head of Preclinical Development (1998-2019)

Appointed Deputy CEO and Chief
Pharmacist:
March 24, 2021

• Study Director in Pharmacokinetics (1993-1994)• Head of Group Regulatory Affairs (2006-2019)• Development Project Manager (1997-2005)
UPSA:• Head of Pharmacokinetics, then Biological Screening (1994-1997)
Other:• Honorary Chair of the French Society of Toxicology
EDUCATION• Doctorate in Pharmacy – Université Paris V (1992)• DSP in Biodynamics and Biopharmacy – Université Paris V (1993)• Postgraduate diploma in Pharmacokinetics and Metabolism of Medicines –Université Paris XI (1993)
CURRENT OFFICES HELDAt Guerbet• Deputy Chief Executive Officer• Chief Pharmacist
CURRENT OFFICES HELD IN FRENCH COMPANIESNone
CURRENT OFFICES HELD IN FOREIGN COMPANIESNoneOFFICES HELD OVER THE LAST FIVE YEARS

French companies
None
Foreign companies
None

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2.2.2

Operation and powers of the Board of Directors

In accordance with article L. 225-35 of the French Commercial
Code, the Board of Directors sets the guidelines for thecompany’s activity and oversees their implementation in
keeping with its corporate interest, taking into consideration thesocial, environmental, cultural, and sporting implications of its
activity. Within the powers expressly granted by law toGeneral Meetings of Shareholders and within the limits of thecompany’s purpose, it deals with all issues affecting thecompany’s operations and regulates the company’s affairs.
It performs the controls and verifications it deems appropriate.
All Directors each receive all the information necessary to carryout their duties and can obtain the documents that they deem
useful for this purpose.

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The Board of Directors grants the authorizations provided for bylaw (in particular those under the provisions of article
L. 225-38 of the French Commercial Code).
The Board of Directors can decide to create Committees (anddetermine the composition and powers thereof), which carryout their activity under its responsibility, but it cannot delegate
the powers that are attributed to it by law or the articles ofassociation or reduce or limit the powers of the Board of
Directors.
The Board of Directors can grant special mandates to one ormore of its members for one or more specific purposes.

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FIGURES ON THE BOARD OF DIRECTORSIn 2023, the Board of Directors met eight times with anaverage attendance rate of 97%.
The following people participated in these meetings:• the Directors;

Since the start of 2024, the Board of Directors has met threetimes, including to review the annual financial statements for the2023 fiscal year. In 2023, one meeting was held without the
CEO in attendance.

• the Secretary of the Board;• one representative of the Central Social and Economic
Committee in an advisory capacity, except in the case of
Board of Directors meetings organized without the executive;• the CEO.

2.2.3

Organization of the work of the Board of Directors and the Committees

The Board of Directors met eight times in 2023 and worked on:• financial topics (examination and approval of accounts,
budget);• strategy and external growth topics;• monitoring of the company’s risks;• appointment and human resources topics;• corporate social responsibility topics;• the Group’s Climate Strategy;• topics related to cybersecurity and the company’s information
systems.

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The Board of Directors relies on the work of four Committees:
the Strategy and Innovation Committee, the Appointments andCompensation Committee, the Audit Committee, and the
Ethics, Governance, and CSR Committee.
The Committees are forums for analysis and consideration toprepare for the discussions of the Board of Directors. They issue
opinions and recommendations but are not decision-making
bodies. They report on their work at each meeting of the Boardof Directors. The Directors have a digital platform for secureaccess to the documents necessary to perform their duties for
the Board of Directors and its Committees.

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COMPOSITION OF THE COMMITTEES AT DECEMBER 31, 2023*

Independent Director.

2.2.3.1

Audit Committee• development and improvement of internal control;

The Committee met five times in 2023. It is chaired by Didier
Izabel, Independent Director, and is composed of fivemembers. The Internal Regulations of the Board of Directors set
the minimum number of Independent Directors on theCommittee and provide that the Chairperson of the Audit
Committee must be an Independent Director. Note that theAfep-Medef Code recommends that at least two thirds of theCommittee’s members should be Independent Directors. This
Committee composition rule was not adopted because of thesignificant proportion of members representing the Shareholder
Agreement on the Board. However, with three Independent
Directors, the Audit Committee is 60% independent.
In accordance with article L. 823-19 of the French Commercial
Code, the Audit Committee, under the sole collective
responsibility of the Board’s members, oversees issues relating
to (i) the preparation and examination of the parent-company
financial statements and, where applicable, the consolidated
financial statements; (ii) the independence and objectiveness of
the Statutory Auditors, and (iii) the effectiveness of the internal
control, audit, and risk management systems. It makes arecommendation to the Board of Directors on the Statutory
Auditors, whose appointment and reappointment will be
proposed to the General Meeting. The Committee hears fromthe CEO, the CFO, and the Statutory Auditors. It also regularly
heard from the Director of Internal Control, the Heads ofInternal Audit and Internal Control, and the Head of Risks.

• analysis and control of the Group’s risks;• the audits and reports, review of independence, andreappointment of the Statutory Auditors.
The Audit Committee’s attendance rate in 2023 was 100%.

2.2.3.2

Strategy and Innovation Committee

This Committee met five times in 2023. Until May 26, 2023, it
was chaired by Marie-Claire Janailhac-Fritsch, Chairperson of
the Board of Directors and Independent Director. It has beenchaired since May 26, 2023, by Marc Massiot, a Guerbet
family member serving as a Non-Independent Director. It has
seven members.
The mission of the Strategy and Innovation Committee is toprepare the work of the Board of Directors on topics of major
strategic interest, in particular the examination of medium-term
strategic directions, changes in the competitive environment,
the annual budget, the industrial strategy, Innovation and R&Dpriorities and projects, investment, divestment, cooperation,and external growth operations, stock market financial
strategies, and preserving its main financial balances. The
agendas notably included:• the 2024-2028 medium-term plan;• the 2024 budget;• business development plans;

In 2023, the Committee devoted its meetings in particular to:• a review of the Group’s R&D pipeline;• an examination of the company’s financial statements;• the Augmented Intelligence strategy;• internal audit topics (review of the previous year’s internal
audit, follow-up on the audit recommendations, andpresentation of internal audit reports);• the Group’s growth in certain regions;

GUERBET• discussions with healthcare professionals on innovation topics.

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The Strategy and Innovation Committee’s attendance rate in
2023 was 100%.

• discussed the qualification as Independent Director in viewof the criteria of the Afep-Medef Code.

Since July 2023, the Strategy and Innovation Committee has
set up three working groups to make recommendations to theCommittee on issues of importance to the Group, in particularin the fields of innovation, sales, and industry.

The Appointment and Compensation Committee’s attendance
rate in 2023 was 100%.

2.2.3.3

Appointments and Compensation
Committee

The Committee met five times in 2023. It is chaired by Thibault
Viort, Independent Director, and is composed of six members.
The current proportion of Independent Directors on thisCommittee is 50%. The Afep-Medef Code’s recommendationof having Independent Directors constitute a majority of theCommittee members was therefore applied. A Director
representing the employees is a member of this Committee, as
recommended by the Afep-Medef Code.
The role of the Appointments and Compensation Committee is
to make recommendations or proposals to the Board of
Directors on:• appointment and reappointment of Directors andappointment, dismissal, and compensation of the Chief
Executive Officer and the Deputy Chief Executive Officers;

Ethics, Governance, and CSR
Committee

The Committee met four times in 2023. It is chaired by Nicolas
Louvet, Non-Independent Director, and is composed of fivemembers.
This Committee prepares the work of the Board of Directors withregard to ethics, governance, and CSR within the Group. As
such, the Committee handles and monitors all issues relating to:• consistency of the company’s values, actions, and projects
with social, legal, and regulatory standards;• management integrity;• definition of and compliance with good governance rules;• prevention of corruption and fraud and compliance with the
ethics charter;• the company’s articles of association and the Internal
Regulations of the Board of Directors;• the CSR strategy and the implementation of CSR actions.

• the Group’s compensation policy and long-term compensation
policy;In general, this Committee also ensures that the Board and theBoard’s Committees are operating effectively.

• the compensation policy for corporate officers;

The agendas covered:• succession planning for the Chief Executive Officer, senior
executives, and people holding key positions within the Group.

• the Group’s draft Climate Strategy;

The Committee specifically:• follow-up on the implementation of CSRD regulations within
the Group;• made recommendations for the appointment of a new
Independent Director who, if elected by the General Meeting,would be appointed Chairperson of the Board in 2024;• reviewed the priorities of the Human Resources Department’s
road map;• proposed a performance bonus share issue plan;• revised the succession plan for the CEO and members of the
Executive Committee;

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2.2.3.4

GUERBET• progress on the Group’s CSR road map;

• energy restraint challenges and plans;• compliance issues, including relationships with healthcare
professionals;• assessment of the Group Alert Line;• composition of the Committees of the Board of Directors.
The Ethics, Governance, and CSR Committee’s attendance rate
in 2023 was 100%.

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2.2.4

Assessment of the Board of Directors and its Committees

In accordance with the provisions of its Internal Regulations andthe Afep/Medef Code, the Board of Directors conducts anannual self-assessment and, every three years, an external
assessment. The purpose of this exercise is to assess theBoard’s ability to meet the expectations of the Shareholders
who have entrusted it with the managing the company byreviewing its composition, organization, and operation, as wellas the four Committees that it has set up.
The previous assessment, conducted for the 2020 fiscal year,
was formalized by an external service provider. The Board of
Directors therefore decided to use this practice again for the2023 fiscal year.
This formal assessment, launched in September under theguidance of the Chairperson of the Board and the Chairpersonof the Ethics, Governance, and CSR Committee, wasconducted on the basis of a documentary analysis (articles ofassociation, the Board’s Internal Regulations, records, andminutes of meetings of the Board and its Committees) andindividual interviews with each Director according to aninterview guide submitted to them in advance, as well asinterviews with the Work Council’s representative on the Boardof Directors, the Secretary of the Board, the Chief Executive
Officer, and the Chief Financial Officer of the Group.
An assessment report on these interviews was drafted by theexternal service provider and distributed to all the Directors. The
results of this assessment were presented to the Ethics,
Governance, and CSR Committee on December 14, 2023,
and to the Board of Directors on January 26, 2024.

GUERBETThe findings of the formal assessment highlighted a number ofstrengths, including:• a generally positive assessment of the functioning of theBoard of Directors and its four Committees with an indicationof maturity;• a commitment to the highest standards of good governanceand continuous improvement;• recognition of the contribution of the Board’s secretarial
function;• the quality of the Committees’ work; and• the strong involvement of the Board’s Chairperson and theCommittee Chairpersons in ensuring the transition with theprevious Chairperson and supporting changes in governance.
However, it noted some areas for improvement, to which theBoard of Directors is fully committed:• increasing discussions at Board meetings;• considering the composition of the Board of Directors, its
Committees, and the generational transition process;• continuing to adapt the duties assigned to the Board’s fourCommittees and ensuring that the Board, its Committees,
and the General Management work together more closely;• shareholder dialog also remains an important area for
improvement for the Group.

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General Management

2.3

GENERAL MANAGEMENT

2.3.1

Chief Executive Officer

David Hale, appointed on January 1, 2020, served as Chief
Executive Officer, a position separate from Chairperson of theBoard of Directors, throughout the 2023 fiscal year.
In accordance with the provisions of the French Commercial
Code and the company’s articles of association, Guerbet’s
CEO is appointed by the Board of Directors on the proposal of
the Appointments and Compensation Committee and may bedismissed at any time by the Board of Directors.

2.3.2

The provisions relating to the CEO’s compensation, detailing therules and principles for determining the CEO’s compensation,
as well as the compensation paid and awarded during the2023 fiscal year are specified in section 2.4 of this report.

Deputy CEO – Chief Pharmacist

On the proposal of the CEO, the Board of Directors may
appoint a Deputy CEO to assist in the CEO’s duties. Pursuant
to articles L. 5124-2 and R. 5124-34 of the French publichealth code, the Company has a Chief Pharmacist with the roleof Deputy CEO, whose duties are performed with the sameauthority as the CEO with respect to third parties.
In accordance with the provisions of the law on simplification,clarification, and modernization of corporate law of July 19,
2019, amending article L. 225-53 of the French Commercial
Code, Article 14 of the Company’s articles of association wasamended to specify that in the event of the appointment of a
Deputy Chief Executive Officer, the Board of Directors shalldetermine a selection process that guarantees the presence ofat least one person of each sex among the candidates until theend of the process.

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Pursuant to article L. 225-56 of the French Commercial Code,the CEO has the broadest powers to act in all circumstanceson the company’s behalf. The CEO’s powers are exercised
within the scope of the corporate purposes and subject to thosepowers expressly granted to General Meetings of Shareholders
and to the Board of Directors by law. The CEO represents thecompany in its relations with third parties.

GUERBETThis officer may be dismissed at any time by the Board of Directors.
Philippe Bourrinet was appointed Deputy Chief Executive Officer –Chief Pharmacist by the Board of Directors on March 24, 2021.
The Deputy CEO receives compensation for performing theduties of Chief Pharmacist. Philippe Bourrinet has an
employment contract for which he receives compensation as
Head of Development and Medical and Regulatory Affairs.
The provisions relating to the Deputy CEO’s compensation,
detailing the rules and principles for determining the Deputy
CEO’s compensation, as well as the compensation paid andawarded during the 2023 fiscal year are specified in
section 2.4 of this report.

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General Management

2.3.3

Executive Committee

Guerbet’s Executive Committee is chaired by the Chief
Executive Officer and includes the Directors of the main
operational and financial functions of Guerbet. The Executive
Committee meets once a month.
This body supports the Chief Executive Officer in implementing
the strategy defined by the Board of Directors and provides
operational guidance for decision-making. Its main tasks are as
follows:• determining the Group’s budget lines according to themedium-term strategic priorities determined with the Board of
Directors;• proposing annual qualitative and quantitative objectives tothe Board of Directors;• guiding and monitoring operational performance;• giving opinions on the company’s directions and deciding
on reallocations of resources if necessary;• managing critical risks.
As of December 31, 2023, the members of the Executive
Committee are:Equality on the Executive Committee
Guerbet is committed to applying a gender equality policy in its Executive Committee and more broadly within its senior
management. The Executive Committee is currently composed of 33% women and 67% men.

GUERBET

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Compensation of corporate officers

2.4

COMPENSATION OF CORPORATE OFFICERS

2.4.1

Compensation policy for corporate officers

The information set forth below is part of the compensation
policy for corporate officers established in accordance witharticle L. 225-37-2 of the French Commercial Code. This
policy describes all the components of the fixed, variable, and,
where applicable, exceptional compensation of Guerbet’s
corporate officers, including its Chairperson of the Board of
Directors, its Chief Executive Officer, its Deputy Chief Executive
Officer, and its Directors, and explains the decision-making
process for its determination, review, and implementation.
The payment and award in year N of the variable componentsof compensation for fiscal year N-1, which are set out below,
are conditional on the approval by the Ordinary General
Meeting in year N of the components of compensation for the
corporate officer in question under the conditions provided for inarticle L. 225-100 of the French Commercial Code.
The compensation policy for corporate officers is determined by
the Board of Directors on the basis of recommendations madeby the Appointments and Compensation Committee and isreviewed annually. No members of Guerbet’s Appointments
and Compensation Committee are corporate officers.
Independent Directors constitute a majority of the members of
this Committee, which is chaired by one of them, as
recommended in article 18.1 of the Afep-Medef Code on thecomposition of this Committee. A Director representing theemployees is a member of this Committee, as recommended
by the Afep-Medef Code.
The Committee may call upon external advisors specializing inexecutive compensation.
The Board of Directors ensures that the compensation policy isappropriate for the company’s strategy and context and aims
to promote its performance and competitiveness in the short,medium, and long term. It is based on the following principles:• compliance with the recommendations of the Afep-Medef
Code;• consistency with compensation policies within the market inorder to remain competitive. Benchmarks are periodically
produced to measure compensation levels and structures
against panels of comparable companies in the healthcare
sector;• respecting the principle of balance between the various
components of compensation (annual fixed, annual variable,
and multiyear variable) and in light of the compensation
policy in force in the company;

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GUERBET• a concern for attractiveness and retention to attract, motivate,
and retain talent, while taking into account the requirementsof stakeholders, including Shareholders, in terms of social andenvironmental responsibility, transparency, and performance;• an alignment of performance conditions with the company’s
interests and objectives in terms of sustainable and profitable
growth in the short, medium, and long term;• transparency and clarity of the compensation policy.
The Appointments and Compensation Committee ensures that theseprinciples are appropriately applied in its recommendations to theBoard of Directors, in terms of determining the compensation
policy and its implementation, when the actual amounts of thecompensation packages are determined.
The compensation policy for corporate officers, especially theirvariable compensation, is part of the company’s short-term,
medium-term, and long-term strategy. The objectives for the
Chief Executive Officer are based on the company’s mediumterm and long-term strategic plans. The annual variable
compensation criteria are the short-term (one year) version of
the objectives of the medium-term and long-term strategic plans.
The Chairperson of the Board does not receive variable
compensation. The Deputy Chief Executive Officer may receive
variable compensation under the employment contract and not
for the corporate office. The performance criteria for
determining multiyear variable compensation are set out in themedium-term and long-term strategic plans.
The criteria for awarding compensation are determined inorder to be consistent with the corporate interest of Guerbet
Group and to help ensure its sustainability. The compensationof corporate officers also depends on their responsibilities, theresults achieved, and the work completed. It depends,
particularly for the Chief Executive Officer and the Deputy Chief
Executive Officer, on the type of duties entrusted to them or on
exceptional situations.
In addition, to make sure that the compensation is competitive,
the principle of comparability is also applied so that theawarded compensation can be compared with the reference
market of healthcare. A benchmark was established in 2022
for the Chief Executive Officer and the Chairperson of theBoard of Directors. Changes in the compensation of corporate
officers are decided in accordance with the labor policy andthe compensation policy applicable to all employees, including
other executives and employees of the company.

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2.4.1.1

Compensation policy
for the Chairpersonof the Board of Directors

benchmark market. In such specific situations, the nature of any
adjustment to the fixed compensation and the associatedreasons are publicly disclosed.

Compensation structure
The Chairperson of the Board of Directors receives totalcompensation consisting of:• fixed compensation for serving as Chairperson;

Annual fixed compensation for 2024

• compensation for serving as a Director;• group welfare insurance and health insurance plans;• a supplementary pension plan.
Consistent with the non-executive role and in line with market
practices in France, the Chairperson of the Board of Directors
does not receive any short-term annual variable compensation
or multiyear variable compensation, in cash or in shares, tied tothe performance of the company or the Group and is not partof any long-term incentive plan.
In accordance with the recommendations of the Afep-Medef
Code, the fixed compensation of the Chairperson of the Boardof Directors, a corporate officer, is reviewed periodically.
It may be subject to change according to changes in thecompany’s scope as well as market compensation trends sothat it remains competitive.

Annual fixed compensation
The fixed annual compensation of the Chairperson of the Boardof Directors is determined in view of market studies and isawarded as payment for the responsibilities inherent in this typeof corporate office.
Accordingly, the following factors are taken into account in its
determination:• the responsibilities and duties specific to this corporate
office, as provided for by law and the Internal Regulations of
the Board of Directors, which notably involve ensuring thatthe company is properly governed and that its governancebodies (Board of Directors and its Committees and theGeneral Meeting of Shareholders) function effectively;• the skills, experience, expertise, and professional profile ofthe holder of this position;• market benchmarks on compensation granted to a nonexecutive Chairperson in comparable companies of thehealthcare market in France.
The compensation policy may be changed during the term ofoffice and prior to reappointment if there is a significant
change in the company’s scope and in the responsibilities
entailed by this position or if it diverges further away from the

GUERBETFor the 2023 fiscal year, the annual fixed compensation of the
Chairperson of the Board of Directors was maintained at€110,000.

On the proposal of the Appointments andCompensation Committee and after deliberation by
the Board of Directors on March 20, 2024, anincrease in the annual fixed compensation of the
Chairperson of the Board of Directors to €130,000
for the 2024 fiscal year is proposed, subject toapproval by the Annual General Meeting called toapprove the financial statements for the 2023 fiscal
year to be held on May 24, 2024.

Compensation for serving as a Director
As a Director, the Chairperson of the Board of Directors
receives compensation for this role. Details of thiscompensation (fixed portion and variable portion) are provided
in section 2.4.2. below.

Benefits in kindGroup welfare insurance and health insurance plans
Since 2015, the Chairperson of the Board of Directors has
been a beneficiary under the following plans, subject to thesame conditions applicable to all employees of the Group’s
French entities:• an “incapacity, disability, or death” benefit plan;• a supplementary health insurance plan.

Supplementary pension plan
In accordance with the decision of the Board of Directors on
March 27, 2018, the Chairperson of the Board of Directors iscovered by Guerbet S.A.’s funded supplementary pension plan(“article 83”) starting in 2018, subject to the same conditions
as Guerbet’s executives.

Other components of compensation
The Chairperson of the Board of Directors does not haveaccess to a company vehicle.
He will not receive severance pay if this appointment is terminated.

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Compensation of corporate officers

2.4.1.2

Compensation policy
for the Chief Executive Officer(executive corporate officer)

Compensation structure
The compensation policy for the Chief Executive Officer aims
to strike a balance between long-term and short-term
performance to promote the company’s development for all its
stakeholders.
As such, in order to safeguard their interests, the company
endeavors to maintain consistency between the Chief Executive

Officer’s total compensation and the evolution of thecompany’s performance.
The structure of the Chief Executive Officer’s compensation isbroken down as follows:• 1/3 annual fixed compensation, not subject to performance
conditions;• 1/3 annual variable compensation, subject to performance
conditions;• 1/3 multiyear variable compensation, subject to performance
conditions.

Annual fixed compensation

Annual variable compensation

The Chief Executive Officer’s annual fixed compensation isawarded as payment for the responsibilities inherent in such a
position.

Calculation

The following factors are among those considered:• the level and complexity of the duties and responsibilities
attributed to this position;• the skills, experience, expertise, and professional profile ofthe holder of the position;• market analyses and studies on the compensation ofinternational executives in comparable companies in thehealthcare industry with their head office in France to ensure
attractive, competitive compensation levels.
For the 2023 fiscal year, the Chief Executive Officer’s annual
fixed compensation was maintained at €469,500.

Annual fixed compensation for 2024

The Chief Executive Officer’s annual variable compensation isintended to encourage the achievement of the annual
performance objectives determined by the Board of Directors inline with the implementation of the company’s strategy.
Provided that all the applicable objectives are achieved, thisvariable compensation equals 100% of the annual fixedcompensation. If the objectives are exceeded, it may amount toa maximum of 150% of the annual fixed compensation.
Its calculation is based on quantitative and qualitative criteriathat cover Guerbet’s short-term strategy and objectives, inparticular the implementation of the current strategic plan,
Guerbet’s financial, industrial, and commercial performance,
as well as corporate social responsibility.
The financial performance objectives based on financial
indicators are determined in a specific manner on the basis of
the budget pre-approved by the Board of Directors and are
subject to the performance thresholds mentioned above.

On the proposal of the Appointments andCompensation Committee and after deliberation by
the Board of Directors on March 20, 2024, the Chief
Executive Officer’s annual fixed compensation for the2024 fiscal year has been maintained at €469,500,
subject to approval by the Annual General Meeting
called to approve the financial statements for the2023 fiscal year to be held on May 24, 2024.

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Compensation of corporate officers

The annual variable compensation is calculated and set by the
Board of Directors following the close of the fiscal year towhich it applies. On the recommendation of the Appointments
and Compensation Committee, the Board of Directors
determines the various objectives, their weightings, and the
expected performance levels. It thus sets:• the trigger threshold below which no variable compensation
is paid;• the variable compensation target level, corresponding to theamount due when each objective is achieved; and• the criteria for assessing quantitative and qualitative
performance.
Accordingly:• 0% of the premium is paid if the achievement of theobjectives is below a minimum threshold;• 100% of the premium is paid if the objectives are achieved;• 150% of the premium may be paid if these objectives are
exceeded.

Payment condition
In accordance with French law, payment of the compensation
is subject to approval at the Ordinary General Meeting.

Appointment to or termination of office
If a new CEO is appointed or the existing CEO’s appointment
is terminated during the course of a year, the same principles
as above will apply on a pro-rata basis for the period during
which the CEO in question actually holds the office.

2024 Objectives
The Chief Executive Officer’s variable compensationfor 2024 will be based on quantitative, financial,and non-financial objectives tied to the progress of
key projects for the Group’s development, as wellas on qualitative criteria relating to the Group’s
challenges. Regarding the quantitative objectives,the details of the performance conditions are as
follows:
1. company performance (sales, EBITDA, free cashflow);
2. corporate social responsibility with the objectivesof achieving a Safety Index (including a
reduction in the number of incidents recorded at
the Group level), reducing relative energy andwater consumption, and providing the staff withprofessional development opportunities;
3. progress of the company’s key and strategic
projects.

Multiyear variable compensation
Objective
In 2016, Guerbet’s Board of Directors introduced the issue of
performance shares in the Group’s compensation policy. The
Board of Directors considers that this mechanism, which also
applies to other key positions within the company, is particularly
suited to the position of Chief Executive Officer in view of therole’s expected level of direct contribution to the company’s
medium-term and long-term performance in line with theobjectives communicated to the market. This compensation
helps to increase the corporate officer’s motivation and loyalty
while aligning the corporate officer’s interests with those of thecompany’s Shareholders and its corporate interest.

System and conditions
Guerbet’s multiyear compensation system currently consists
solely of the issue of performance shares.
On the recommendation of the Appointments andCompensation Committee, the Board of Directors defines theperformance conditions pertaining to compensation in
performance shares for all beneficiaries of Guerbet and its
subsidiaries throughout the world. Failure to meet theperformance conditions over the assessment period results inthe loss of all or part of the initial issue.
These issues are also subject to a condition of presence in theGroup at the end of the vesting period and entail an obligation
for the Chief Executive Officer to hold these shares until the termof office ends (see below). On the proposal of the
Appointments and Compensation Committee, the Board of
Directors validates the achievement of the defined criteria at theend of the vesting period.

Compulsory holding period
Pursuant to the provisions of article L. 225-197-1 of the French
Commercial Code and as determined by the Board of
Directors, the CEO holds 20% of the issued shares in registeredform for their entire term of office.
In the event of retirement upon reaching the legal retirement
age before the end of the performance share vesting period,
the CEO continues to benefit from the performance shares
initially issued but remains subject to the other conditions of theplan, including performance conditions. In the event of adeparture from the Group for reasons other than retirement, theCEO loses the benefit of the issued performance shares.

Welcome compensation
Welcome compensation may be granted to a new Chief
Executive Officer arriving from a company outside the Group.
This is intended to compensate for the loss of benefits previously
enjoyed. This compensation and its payment are disclosed in
the company’s annual report.
It may take several forms. In particular, it may be granted in theform of shares, of which 20% fully vested must be held inregistered form until leaving office.

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2.4.1.3

Exceptional compensation
Exceptional compensation
exceptional circumstances.

may

also

be

awardedin

Benefits in kindGroup welfare insurance and health insurance plans

Annual fixed compensation of the Deputy Chief
Executive Officer, Chief Pharmacist

Under the conditions applicable to all employees of theGroup’s French entities, the Chief Executive Officer is coveredby the following:

The Deputy Chief Executive Officer receives “Chief Pharmacist”
compensation for serving in this role for Guerbet Group. The
Appointments and Compensation Committee proposes to theBoard of Directors the amount of the Chief Pharmacist premiumfor the Deputy Chief Executive Officer, which is then submitted
to the General Meeting.

• an “incapacity, disability, or death” benefit plan;• a supplementary health insurance plan.

Pension commitments
The Chief Executive Officer is covered by a pension planoffered pursuant to “article 83.” This is a mandatory Group
insurance policy for the executive category, governed by the
French Insurance Code and in particular articles L. 141-1
et seq. It is a retirement savings policy within the meaning ofarticle 107 of law No. 2010-1330 of November 9, 2010.
Contributions are based on the annual gross compensation ofpolicyholders for the insurance period in question, limited toSocial Security bracket C. The contribution rate is exclusively
for the employer. The 4.5% employer contributions are monthly.
There are no tax charges associated with the above policies.

Unemployment insurance coverage
Guerbet has taken out a private unemployment insurance
policy with the Association pour la garantie sociale des chefs
et dirigeants d’entreprises – GSC (French association ofunemployment insurance for corporate officers) enabling the
Chief Executive Officer to receive compensation in the event oflost employment.

Company vehicle
The Chief Executive Officer has use of a company vehicle.

Legal and tax assistanceIf necessary, the Chief Executive Officer may receive assistancefor the preparation of personal tax returns with French andforeign authorities (for example, US authorities).

Directorship compensation
The Chief Executive Officer, who is also a Director, receives
compensation for that role, including for participating inmeetings of the Board of Directors.
Currently, the Chief Executive Officer is not a Director andtherefore does not receive any compensation in this respect.

The Chief Executive Officer has no commitment from thecompany pertaining to compensation or benefits owed if therole is ended or changed.

GUERBETThe Deputy Chief Executive Officer may also be an employeeof the company with an employment contract for the position
held. In that case, the Deputy Chief Executive Officer receives
annual fixed compensation and annual variable compensationaccording to the conditions in force for Group employees.

Compensation for 2024
On the proposal of the Appointments and Compensation
Committee and after deliberation by the Board of Directors on
March 20, 2024, the annual fixed compensation of the Deputy
Chief Executive Officer – Chief Pharmacist – for the 2024 fiscal
year is set to €11,500, subject to approval by the Annual
General Meeting called to approve the financial statements forthe 2023 fiscal year to be held on May 24, 2024.

Multiyear variable compensation
The Deputy Chief Executive Officer does not receive multiyear
variable compensation.

Directorship compensation
The Deputy Chief Executive Officer, who is also a Director,
receives compensation for that role, including for participating
in meetings of the Board of Directors.
Currently, the Deputy Chief Executive Officer is not a Director
and therefore does not receive any compensation in this respect.

Compensation upon leaving office
The Deputy Chief Executive Officer has no commitment from thecompany pertaining to compensation or benefits owed if therole is ended or changed.

Exceptional compensation
Exceptional compensation may also be awarded in exceptional
circumstances.

Other components of compensation

Compensation upon leaving office64

Compensation policy for
the Deputy Chief Executive Officer(Group Chief Pharmacist)

The Deputy Chief Executive Officer does not receive any otherform of compensation for this role.

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Compensation of corporate officers

2.4.2

Compensation of the Chairperson of the Board of Directors, Didier Izabel

2.4.2.1

Summary of compensation of the Chairperson of the Board of Directors, Didier Izabel(in €)

Compensation awarded for the fiscal year (including social security contributions
and benefits in kind)
Directorship compensation(a)TOTAL COMPENSATION

2023

2022

70,077—39,600(b)
109,677——(a) Given that Directors’ compensation is considered investment income, it is not subject to social security contributions.
(b) Amount proposed for a vote at the General Meeting of Shareholders of May 24, 2024.

2.4.2.2

Details of compensation of the Chairperson of the Board of Directors, Didier Izabel
Due for the fiscal year

Paid during the fiscal year

2023

2022

2023

2022

Fixed compensation as Chairperson of the Boardof Directors (including social security contributions)

65,645—65,645—Compensation as a Director(a)(b)
Benefits in kind

39,6004,432——

43,200
4,432

—
—

(c)

—

113,277—(in €)TOTAL COMPENSATION

109,677(a) Given that Directors’ compensation is considered investment income, it is not subject to social security contributions.
(b) The Chairperson of the Board of Directors has health coverage and a welfare insurance policy. Contributions paid by Guerbet in 2023 totaled €1,478.
The Chairperson is also covered by the “article 83” funded pension plan. Contributions for 2023 totaled €2,954.
(c) Amount proposed for a vote at the General Meeting of Shareholders of May 24, 2024.

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2.4.2.3

Components of compensation paid or awarded for the 2023 fiscal year
(ex-post vote at the General Meeting of May 26, 2023)

Componentsof compensation
submitted to a vote

66

Amounts paid
Amounts granted
during the past for the past fiscal year
fiscal year
or book valuation

Comments

2023 fixedcompensation€65,645€65,645

Section 2.4.1.1 “Compensation policy for the Chairperson of
the Board of Directors.”
The amount was determined based on:• the responsibilities and duties specific to this corporate
office, as provided for by law and the Internal Regulationsof the Board of Directors, which notably involve ensuringthat the company is properly governed and that its
governance bodies (Board of Directors and its Committees
and the General Meeting of Shareholders) function
effectively;• the skills, experience, expertise, and professional profile ofthe holder of this position;• market benchmarks on compensation granted to a nonexecutive Chairperson in comparable companies of thehealthcare market in France. The last benchmarking was in
2022.

Directorshipcompensation€43,200€39,600

Benefits of any kind –Welfare insurance andmutual health insurance€1,478€1,478

Section 2.4.5 “Directors’ compensation.”
The Directors’ compensation consists of a fixed portion and avariable portion. The variable portion is the main part of the
Directors’ compensation.
Section 2.4.1.1 “Compensation policy for the Chairperson of
the Board of Directors.”
Contributions paid by Guerbet for mutual health insurance andwelfare insurance. The Chairperson has health coverage anda welfare insurance policy, taken out by Guerbet under thesame conditions as for Guerbet employees. The contributions
paid by Guerbet totaled €1,478 in 2023: €720 for welfare
insurance and €758 for mutual health insurance.

Benefits of any kind –Supplementary pension€2,954€2,954GUERBET

Section 2.4.1.1 “Compensation policy for the Chairperson of
the Board of Directors.”
Didier Izabel is covered by the “article 83” funded pension
plan, a mandatory Group insurance policy for the executive
category. Contributions for 2023 totaled €2,954.

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Compensation of corporate officers

2.4.2.4

Summary of benefits of the Chairperson of the Board of Directors

TABLE 11 ACCORDING TO THE AFEP-MEDEF CODE RECOMMENDATIONS
AND AMF POSITION-RECOMMENDATION NO. 2009-16

Employment contract

Chairperson of
the Board of Directors

Yes

Compensation or benefits
owed or liable to be owed
following a terminationor change of duties

Supplementary
pension plan

No

Yes

No

Yes

No

Didier Izabel
X
X
Start of term: May 26, 2023
End date: at the close of the 2026 General Meeting called to approve the 2025 financial statements

2.4.2.5

Compensation
relating to a
non-compete clause
Yes

No

X

X

Details of benefits of the outgoing Chairperson of the Board of Directors,
Marie-Claire Janailhac-FritschMarie-Claire Janailhac-Fritsch’s term of office ended at the close of the General Meeting of May 26, 2023. However, she received
compensation for her role from January 1, 2023, to May 26, 2023.
2023

2022

44,834

117,416

18,100(b)
62,934

43,200160,616(in €)

Compensation awarded for the fiscal year(including social security contributions and benefits in kind)(a)Directorship compensation
TOTAL COMPENSATION(a) Given that Directors’ compensation is considered investment income, it is not subject to social security contributions.
(b) Amount proposed for a vote at the General Meeting of Shareholders of May 26, 2023.

Chairperson of
the Board of Directors

Employment contract
Yes

Supplementary
pension plan

NoMarie-Claire Janailhac-Fritsch
X
Start of term: May 27, 2011, reappointed on May 19, 2017
End date: May 26, 2023

GUERBET

Compensation or benefits
owed or liable to be owed
following a terminationor change of duties

Yes

No

Yes

X

Universal Registration Document

Compensation
relating to a
non-compete clause

No

X

2023

Yes

No

X

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2.4.3

Compensation of the Chief Executive Officer, David Hale

2.4.3.1

Summary of compensation of the Chief Executive Officer, David Hale
2023

2022

(a)

816,430

Multiyear compensation due:——

• Value of performance shares awarded during the fiscal year

(b)

—

—

436,500—
1,481,777—
1,252,930(in €)

Compensation due for the fiscal year (including payroll taxes)

998,042483,735• Value of performance shares awarded previously• Value of performance shares distributed during the fiscal year
TOTAL(a) Including the annual variable compensation that will be submitted to a vote at the General Meeting of Shareholders of May 24, 2024.
(b) Valuation based on the market price on the day before the issue dates (€17.00).

2.4.3.2

Details of compensation of the Chief Executive Officer, David HaleDue for the fiscal year(in €)

Fixed compensation (including social security
contributions)
Variable compensation (including social security
contributions)
Exceptional compensation (including social security
contributions)(b)
Benefits in kind
TOTAL COMPENSATIONPaid during the fiscal year

2023

2022

2023

2022

469,500

469,500

469,500

469,500

469,500 (a)290,394

290,394

586,875—
59,042—56,536—59,042—56,536

998,042

816,430

818,936

1,112,911(a) Gross amount submitted to the General Meeting of Shareholders of May 24, 2024, for a vote.
(b) David Hale received €59,042 in benefits in kind in 2023. These include:• the same supplementary health and death insurance system as Group employees in France: €1,840;• the same welfare insurance and health insurance plan as Group employees in France: €4,729;• GSC unemployment insurance: €30,939;• a company vehicle: €5,697;• the “Article 83” funded pension plan: €15,837.

2.4.3.3

David Hale

Performance shares granted to the Chief Executive Officer during the 2023 fiscal year
Plan date (Boardof Directors)

Number ofshares issued
during the fiscal
year

May 2023

28,455(a)Acquisition date

Availability date

Performance
condition€483,735

July 1, 2023

July 1, 2026

100%

Value of shares(in €)(a) Unit value of €17.00 corresponding to the opening price on the issue date for 28,455 shares.

The performance conditions for this issue are as follows:• acquisition of 30% of the performance shares is contingent on Guerbet’s Relative TSR compared with the TSR on the CAC Mid &Small’s relative benchmark;• acquisition of 40% of the performance shares is contingent on growth of both EBITDA and the EBITDA ratio;• acquisition of 30% of the performance shares is contingent on meeting CSR criteria (carbon footprint).

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Compensation of corporate officers

2.4.3.4

Components of compensation paid or awarded for the 2023 fiscal year
(ex-post vote at the General Meeting of May 26, 2023)

Componentsof compensation
submitted to a vote

Amounts paid
Amounts granted
during the past for the past fiscal year
fiscal year
or book valuation

Fixed compensation€469,500€469,500

Annual variable
compensation€290,394€469,500

Multiyear variable
compensation€0€483,735

Benefits of any kind

€59,042€59,042GUERBET

Comments

Section 2.4.1.2 “Compensation policy for the Chief Executive
Officer (executive corporate officer).”
The following factors are considered in determining the fixedcompensation:• the level and complexity of the duties and responsibilities
attributed to this position;• the skills, experience, expertise, and professional profile of theholder of the position;• market analyses and studies on the compensation ofinternational executives in comparable companies in thehealthcare industry in France to ensure attractive, competitivecompensation levels.
Section 2.4.1.2 “Compensation policy for the Chief Executive
Officer (executive corporate officer).”
The variable compensation for this position for 2023 was basedon quantitative criteria (gross margin, EBITDA, free cash flow,
and several CSR criteria) and qualitative criteria (progress on
projects related to the integration of acquisitions and progress on
business development and licensing projects). These criteria
were aligned with the company’s objectives.
For confidentiality reasons, the level of achievement required forthe quantitative criteria and the details of the qualitative criteria,
although precisely pre-established, cannot be disclosed.
Section 2.4.1.2 “Compensation policy for the Chief Executive
Officer (executive corporate officer).”
Performance shares awarded in 2023.
During the 2023 fiscal year, 28,455 shares were issued to theChief Executive Officer.
Section 2.4.1.2 “Compensation policy for the Chief Executive
Officer (executive corporate officer).”David Hale received €59,042 in benefits in kind in 2023.
These include:• the same supplementary health and death insurance system asGroup employees in France: €1,840;• the same welfare insurance and health insurance plan asGroup employees in France: €4,729;• GSC unemployment insurance: €30,939;• a company vehicle: €5,697;• a supplementary pension.
David Hale was covered by the “article 83” funded pension
plan, a mandatory Group insurance policy for the executive
category.
Contributions are based on the annual gross compensation ofpolicyholders for the insurance period in question, limited toSocial Security bracket C. The monthly contribution rate is
exclusively for the employer and is equal to 4.5% of the monthly
compensation. There are no tax charges associated with thepolicies. Contributions for 2023 totaled €15,837.

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2.4.3.5

Summary of benefits of the Chief Executive Officer

TABLE 11 ACCORDING TO THE AFEP-MEDEF CODE RECOMMENDATIONS
AND AMF POSITION-RECOMMENDATION NO. 2009-16

Employment contract
Chief Executive Officer

YesDavid Hale

Compensation or benefits owed
or liable to be owed following
a termination or change of duties

Supplementary
pension plan

No

Yes

X

X

No

Yes

Compensation relating
to a non-compete clause

No

Yes

No

X

X

Start of term: January 1, 2020

2.4.4

Compensation of the Deputy Chief Executive Officer, Philippe Bourrinet

Philippe Bourrinet has been Deputy Chief Executive Officer
since March 24, 2021.
The information relating to Philippe Bourrinet’s compensation
described in this section 2.4.4 details the components received
for his corporate office, described in section 2.4.1.3“Compensation policy for the Deputy Chief Executive Officer(Group Chief Pharmacist).”2.4.4.1

He receives compensation (annual fixed, annual variable) as
an employee for his role as Senior Vice-President ofDevelopment, Medical, and Regulatory Affairs for Guerbet
Group. Given that these types of compensation are received
under his employment contract and not for his corporate office,they are not detailed in the tables below.

Summary of compensation of Philippe Bourrinet, Deputy Chief Executive Officer
2023

2022

Compensation for the corporate office (including social security contributions)11,50011,500

Value of performance shares distributed during the fiscal year—
11,500—11,500(in €)

TOTAL

2.4.4.2

Details of compensation of Philippe Bourrinet, Deputy Chief Executive Officer
Due for the fiscal year(in €)

Compensation for the corporate office(including social security contributions)
TOTAL COMPENSATION

Amounts paid during the fiscal year

2023

2022

2023

2022

11,500 (a)11,50011,50011,50011,50011,50011,50011,500(a) Theoretical annual premium for the office.

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Compensation of corporate officers

2.4.4.3

Components of compensation paid or awarded for the 2023 fiscal year
(ex-post vote at the General Meeting of May 26, 2023)

Componentsof compensation
submitted to a vote

Amounts paid
during the pastfiscal year

Compensation
for the office of
Deputy CEO(Chief Pharmacist)€11,500

2.4.4.4

Amounts granted forthe past fiscal year
or book valuation Comments€11,500 Section 2.4.1.3 “Compensation policy for the Deputy Chief
Executive Officer (Group Chief Pharmacist).”The Deputy Chief Executive Officer receives a “Chief
Pharmacist” premium for the responsibilities as Chief Pharmacist
for Guerbet Group. On the proposal of the Appointments andCompensation Committee, the gross Chief Pharmacist premiumfor the Deputy Chief Executive Officer was set to €11,500
for 2023. On the proposal of the Appointments andCompensation Committee, the Board of Directors will submit to
the General Meeting a proposal to maintain this premium at€11,500 for 2024.

Summary of benefits of the Deputy Chief Executive Officer

TABLE 11 ACCORDING TO THE AFEP-MEDEF CODE RECOMMENDATIONS
AND AMF POSITION-RECOMMENDATION NO. 2009-16

Deputy Chief
Executive Officer

Employment contract

Philippe Bourrinet

Yes

No

X

Compensation or benefits owed
or liable to be owed following
a termination or change of office

Supplementary
pension plan
Yes

No

Yes

Compensation relating
to a non-compete clause
No

X

X

Yes

No

X

Start of term: March 24, 2021

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Compensation of corporate officers

2.4.5

Directors’ compensation

The compensation policy aims to compensate Directors for theircommitment to corporate governance. It incorporates anidentical fixed portion for all Directors and a variable portion
according to meeting attendance criteria.
As is the case for the corporate officers, changes in the
Directors’ compensation are decided in accordance with thelabor and compensation policy applicable to all employees.
At the General Meeting scheduled for May 24, 2024, theShareholders will be asked to approve the compensation
granted to the Directors for the 2023 fiscal year for a maximum
total amount of €335,000, composed of a fixed portion and a
predominantly variable portion calculated according to theparticipation of each member in their Committee meetings (withthe understanding that the Chairperson of the Board of
Directors receives a double variable portion).
The Chairperson of the Board of Directors and the Chairpersonof each of the Committees receive an additional variable
portion, justified by the workload and additional responsibility
that this function entails.
Marie de la Simone and Jean-Sébastien Raynaud, Directors
representing the employees, do not receive compensation forthis role.

AMOUNT OF COMPENSATION TO BE DISTRIBUTED FOR 2023 FOR SERVING AS A DIRECTOR
Director

Annual fixed portion

Variable portion

Net total

M.-C. Janailhac-Fritsch€2,500€15,600€18,100

D. Izabel€6,000€33,600€39,600

P. Auger€3,500€12,000€15,500

C. Dagommer€6,000€19,200€25,200

€—

€—

€—

M. Fouquet€6,000€21,600€27,600

É. Guerbet€6,000€21,600€27,600

C. Lamort€6,000€21,600€27,600

N. Louvet€6,000€20,400€26,400

C. Massiot-Jouault€6,000€21,600€27,600

M. Massiot€6,000€14,400€20,400

€—

€—

€—

M. de la Simone (employee-elected Director)

J.-S. Raynaud (employee-elected Director)

72

T. Viort€6,000€38,400€44,400

TOTAL

60,000

240,000

300,000

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Compensation of corporate officers

2.4.6

Equity ratios

2.4.6.1

Data used

who joined during the year and for part-time employees, thegross amounts have been adjusted to 100%.

The data used to determine the ratios calculated on the
average and median salary include the following items: salary(including raises for continued service and long-service awards)+ objective bonus paid (year N-1) + benefits in kind +Directorship compensation + performance shares for officers
and employees. All items are in gross amounts. For employees

2.4.6.2

Population: employees on a permanent contract with Guerbet
S.A., excluding employees whose 100% gross salary is lessthan €18,000 (e.g. long-term illness or suspension of activity).

Ratio calculated on average salaries
2023

2022

2021

2020

13.03

18.35

15.85

8.68

Year

Chief Executive Officer (David Hale)
Chief Executive Officer (Yves L’Épine)
Chairperson of the Board of Directors(Didier Izabel)**Chairperson of the Board of Directors(Marie-Claire Janailhac-Fritsch)**

2019

5.17

17.83

2.77

2.66

0.61

0.20

1.80

Deputy Chief Executive Officer (since 2021)

1.40

2.69

2.81

0.18

0.19

0.17

Deputy Chief Executive Officer (2016-2021)*

0.04* For the Deputy Chief Executive Officer, his compensation of €11,500 for his corporate office and his multiyear variable compensation are included.
** Didier Izabel was appointed Chairperson of the Board of Directors on May 26, 2023, replacing Marie-Claire Janailhac-Fritsch.

Chief Executive Officer: In 2023, the change in David Hale’s
ratio (13.03 versus 18.35 in 2022) can be explained by thelower 2023 annual variable compensation payment comparedwith 2022. This payment is aligned with the company’s
objectives and was validated by the 2023 General Meeting.

Chairperson of the Board of Directors: The 2023 ratio (1.80)
should be put into perspective, as Didier Izabel took office on
May 26, 2023.
Deputy Chief Executive Officer: The Deputy Chief Operating
Officer’s ratio was stable (0.18 in 2023 versus 0.19 in 2022).

Chairperson of the Board of Directors: The 2023 ratio (1.40
versus 2.69 in 2022) can be explained by the duration of theterm of office, which ended on May 26, 2023.

2.4.6.3

Ratio calculated on median salaries

Year

Chief Executive Officer (David Hale)

2023

2022

2021

2020

15.84

22.09

18.93

10.60

Chief Executive Officer (Yves L’Épine)
Chairperson of the Board of Directors(Didier Izabel)
Chairperson of the Board of Directors(Marie-Claire Janailhac-Fritsch)
Deputy Chief Executive Officer (since 2021)

2019

6.31

21.87

3.38

3.26

0.75

0.24

2.19
1.70

3.24

3.36

0.22

0.23

0.21

Deputy Chief Executive Officer* (2016-2021)

0.05* The Deputy Chief Executive Officer’s compensation of €11,500 for this role is included.

Chief Executive Officer: In 2023, the change in David Hale’s
ratio (15.84 in 2023 versus 22.09 in 2022) can be
explained by the lower 2023 annual variable compensation
payment compared with 2022.
Chairperson of the Board of Directors: The decrease in theratio relative to the median of salaries for 2023 (1.70 versus
3.24 in 2022) can be explained by the duration of the term ofoffice, which ended on May 26, 2023.

GUERBET

Chairperson of the Board of Directors: The 2023 ratio (2.19)
was lower than in previous years, as Didier Izabel took officeon May 26, 2023.
Deputy Chief Executive Officer: Philippe Bourrinet’s 2023 ratio(0.22) was stable compared with previous years.

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Compensation of corporate officers

2.4.7

Annual changes in compensation and company performance
Rate of changeDavid Hale

2023

2022

2021

2020

2019

-26.4%

19.3%

NS*

NS*

—%

—%

—%

NS*

-16.3%-46.0%

-1.5%

-1.3%

7.6%

28.8%

NS*

—%
12.5%

—%
NS*

—%
—%

—%
—%

Yves L’Épine
Marie-Claire Janailhac-Fritsch(a)(b)

Didier Izabel (Chairperson of the Board)
Philippe Bourrinet(c)—%Pierre André(d) (term ended)

—%

NS*

NS*

79.0%

Marion Barbier (end of term in 2021)

—%

-4.2%

20.0%

-7.7%

15.4%

—%

Mark Fouquet

-3.4%

11.5%

4.0%

Éric Guerbet

-7.4%

28.6%

5.0%

6.7%

NS*

NS

—%

—%

15.2%

-6.3%

Céline Lamort

4.0%

31.6%

26.7%

-21.7%-4.2%

Nicolas Louvet

8.0%

8.7%

—%

15.0%

6.7%

Didier Izabel (Director)(a)Claire Massiot-Jouault-14.8%

3.8%

—%

15.6%

—%

Thibault Viort

-5.7%

16.7%

3.4%

36.5%

NS*

Carine Dagommer

155.0%NS*Marc Massiot

39.0%

NS*

3.6%

3.0%

-2.8%

3.4%

-0.7%

(e)

Guerbet S.A. – Average(e)Guerbet S.A. – Median

2.6%

2.2%

-0.7%

3.7%

1.6%

EBITDA

-4.3%

-1.9%

4.3%

-9.7%

-8.0%

Revenue

4.1%

2.9%

2.8%

-12.8%

3.5%

Operating result

147.0%-146.9%-7.6%-20.1%-26.1%NET INCOME

285.5%-226.0%84.2%-52.5%-19.7%

Comments:
The Directors representing the employees do not receive compensation for this office and are therefore not included in this table.
Amounts paid: annual gross (including fixed + variable compensation + directors’ compensation + benefits in kind + exceptional compensation + miscellaneous bonuses+ overtime, etc.).
(a) End of term: May 26, 2023.
(b) Appointed Chairperson of the Board of Directors: May 26, 2023.
(c) Appointed Deputy CEO on March 24, 2021. This includes compensation of €11,500 for his corporate office.
(d) End of term: March 24, 2021.
(e) Selected population: Permanent employees of Guerbet S.A. who are part of the staff on December 31 of each year. Excluding expatriate employees, employees
whose gross annual salary is less than €18 K (long-term illness, suspension of activity).
* NS: Not Significant.

Chief Executive Officer: David Hale’s compensation decreased
by 26.4%. In 2023, a decrease in annual variable
compensation explains this change. David Hale’s fixedcompensation remained unchanged.
Chairperson of the Board of Directors: Marie-Claire JanailhacFritsch’s compensation decreased by 61.4% between 2022
and 2023, as her term of office ended in May 2023.
Chairperson of the Board of Directors: The change in Didier
Izabel’s compensation is not significant, as he took office in 2023.

74

GUERBET

Deputy Chief Executive Officer: In 2023, Philippe Bourrinet’scompensation as Deputy CEO was identical to his 2022
compensation.
Between 2022 and 2023, the upward trend in the medianand average salaries for 2023 of employees of Guerbet S.A.
was due to changes in the compensation structure resulting
from the arrival of new employees hired at a salary above themedian and average salaries for 2022.

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2.4.8

Commitments made to corporate officers when their duties are assumed,changed, or terminatedNot applicable.

2.4.9

Stock option plans for corporate officers

2.4.9.1

Options awarded in 2023

N/A.

2.4.9.2

Options exercised in 2023

N/A.

2.4.9.3

Options not exercised at December 31, 2023

N/A.

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2.4.9.4

Issue and distribution of performance shares to executive corporate officers

Details of performance shares awarded to
executive corporate officers

General Meeting date
Board meeting date2016 plan2019 plan

2021 plan

2022 plan

May 27, 2016

May 28, 2018

May 29, 2020

May 20, 2022
September 21,
2022
September 22,
2022
September 22,
2025

November 08, 2016 March 26, 2019 March 24, 2021
December 01, 2016, toNovember 30, 2018
July 01, 2019
May 01, 2021
December 01, 2018, toNovember 30, 2020
July 01, 2022
May 01, 2024

Share issue date
Distribution date2017 fiscal year
No shares issued
No shares distributed2018 fiscal year
Total number of performance shares
distributed to corporate officers undereach of the plans:• Pierre André732• Share distribution date

December 01, 2018

Total number of performance sharesawarded to corporate officers undereach of the plans:• Pierre André

800• Share distribution date

March 01, 20182019 fiscal year
No shares distributed
Total number of performance sharesawarded to corporate officers undereach of the plans:• Pierre André

800• Share issue dateJuly 01, 20192020 fiscal year
Total number of performance shares
distributed to corporate officers undereach of the plans:• Pierre André773• Share distribution date

March 01, 2020

No shares issued
2021 fiscal year
Total number of performance shares
distributed to corporate officers undereach of the plans:• David Hale

15,200• Share distribution date

May 01, 2021

2022 fiscal year
Total number of performance shares
distributed to corporate officers undereach of the plans:• David Hale

25,000
September 21,
2022• Share distribution date

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Exceptions to the Afep-Medef Code

2.5

EXCEPTIONS TO THE AFEP-MEDEF CODE

In accordance with article L. 225-37-4-8° of the French Commercial Code, the table below lists the Afep-Medef Code’s provisions
that have not been adopted and the reasons why.
Topic

Afep-Medef Code

Guerbet situation/Comments

Directors’ termof office

Limitation of theterm of Directors tofour years by thearticles ofassociation
Article 13 of the
Afep-Medef CodeThe members of the Board have been appointed for a six-year term, in accordancewith the law and the articles of association. Note that the Afep-Medef Code’s
recommendation of a four-year term for Directors has not been adopted.
The company strives to meet the criteria of the Afep-Medef Code whenever they arecompatible with its organizational structure and operating procedures. However,
because of the company’s size, its capital-intensive nature, and the Board’s desire toadopt a long-term perspective while drawing on experience, it has decided not tofollow this recommendation.
Note that the General Meeting of May 20, 2022, approved an amendment toarticle 9b of the company’s articles of association (Appointment of the Board of
Directors and term of office) to provide that, as an exception to the term of six (6)years and exclusively to allow the staggering of Directors’ terms of office to be
implemented or maintained (as recommended by the Afep-Medef Code), theOrdinary General Meeting of Shareholders may appoint one or more Directors for aterm of one to five years.

Proportion of
Independent Directors
among the members of
the Board of Directors

Independent
Directors
Article 9.3 of the
Afep-Medef Code

Guerbet’s Board of Directors currently has 30% independent members, while theCode recommends 33%. The balance on the Board of Directors takes into accountthe proportion of the majority Shareholder’s stake. The presence of two employeeelected Directors contributes to the diversification of its membership and thestrengthening of its areas of expertise.

Composition of the
Audit Committee

Two thirds
independent
members
Article 15 of the
Afep-Medef CodeNote that the Board’s Internal Regulations, setting the minimum number of
independent members of the Audit Committee at one half, deviate from the AfepMedef Code’s recommendation that at least two thirds of the Committee members
should be Independent Directors. This Committee composition rule was introduced
due to the majority proportion of members representing the Shareholder Agreementon the Board. However, the proportion of independent members of the Audit
Committee is 60%.

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2.6

CORPORATE GOVERNANCE
Agreements referred to in article L. 225-37-4-2° of the French Commercial Code

AGREEMENTS REFERRED TO IN ARTICLE L. 225-37-4-2°
OF THE FRENCH COMMERCIAL CODE

N/A.

2.7

DELEGATIONS OF AUTHORITY REGARDING CAPITALINCREASES

A summary of the current delegations of authority granted by the General Meeting of Shareholders with regard to capital increases,
pursuant to articles L. 225-129-1 and L. 225-129-2, showing the use of these delegations during the 2023 fiscal year is provided in
section 3.6.11.

2.8

PROVISIONS IN THE ARTICLES OF ASSOCIATION RELATINGTO GENERAL MEETINGS

There are no specific provisions in the articles of association on
the participation of Shareholders in General Meetings. General
Meetings are convened and held, and resolutions are
adopted, in accordance with the conditions set by law.
However, a double voting right is granted to shares that havebeen registered for at least two years.

The General Meeting, acting under the conditions of quorum
and majority required for Extraordinary General Meetings, hassole authority to decide on amendments to the articles ofassociation.
The company’s articles pertaining to General Meetings are as
follows:

Article 19 – Notices of Meetings – Meetings – Access to General Meetings
Shareholders’ Meetings are called under the conditions set by law.
They are held at the head office or at any other location
indicated in the notice of meeting.
Any Shareholder who can prove their capacity as such isentitled, regardless of the number of shares that they own, toattend Meetings and participate in the deliberations, in personor by proxy, or to vote by mail, under the applicable legal andregulatory conditions.
However, to exercise this right, either the shares must be held
in a registered account, by the Shareholder or a registeredintermediary, as referred to in article L. 228-1 of the French
Commercial Code, or a certificate of registration in the account78

GUERBETof an authorized financial intermediary attesting to theunavailability of shares held in bearer form must be deposited,at the locations indicated in the notice of meeting, at least three(3) days before the General Meeting.
Note that any Shareholder may also participate in General
Meetings by videoconference call or using electronic
telecommunication or remote transmission media, subject to thequalifications and conditions set by the current laws andregulations, if this is permitted by the Board of Directors when
the General Meeting in question is called. Such a Shareholder
shall be deemed to be present at this Meeting for the
calculation of the quorum and the majority.

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CORPORATE GOVERNANCE
Provisions in the articles of association relating to General Meetings

Article 20 – Voting right
The voting rights attached to shares are proportional to thepercentage of the share capital that they represent, except incases where shares are disqualified for voting purposes asprovided for by law. However, a double voting right shall beawarded to Shareholders for all fully paid-up shares that they
have held registered in their name for at least two years, onpresentation of proof.
In the event of a capital increase through the capitalization ofreserves, profits, or issue premiums, this double voting rightshall be granted upon issuance of the new free shares toShareholders based on the existing shares for which they
already enjoy this right.

The voting right belongs to the beneficial owner in Ordinary
General Meetings and to the bare owner in Extraordinary
General Meetings, with the exception of shares that are thesubject of a collective holding commitment subscribed for theapplication of article 787-B of the French General Tax Codeand are a gift with beneficial ownership. In that case, thebeneficial owner’s voting right is limited to decisions
concerning the allocation of profits.

Article 21 – Authority – Quorum – Majority for General Meetings
The authority of the Ordinary and Extraordinary General
Meetings is the authority provided for by law.
The Ordinary General Meeting deliberates validly only if the
Shareholders present or represented or having voted by mailhold at least, as of the first notice of meeting, one fifth of theshares having a voting right; on the second notice of meeting,no quorum is required.
The Extraordinary General Meeting deliberates validly only if
the Shareholders present or represented or having voted by

GUERBET

mail hold at least, as of the first notice of meeting, one fourthor, as of the second notice of meeting, one fifth of the shares
having a voting right.
The Ordinary General Meeting rules by a majority of the votes of
the Shareholders present, represented, or having voted by mail.
The Extraordinary General Meeting rules by a two-thirds
majority of the votes of the Shareholders present, represented,
or having voted by mail.

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CORPORATE GOVERNANCE
Factors that could have an impact in the event of a takeover or exchange offer
referred to in article L. 225-37-5 of the French Commercial Code

2.9

FACTORS THAT COULD HAVE AN IMPACT IN THE EVENTOF A TAKEOVER OR EXCHANGE OFFER REFERRED TO IN
ARTICLE L. 225-37-5 OF THE FRENCH COMMERCIAL CODE

Information that could have an impact in the event of a takeover or exchange offer must be included in the corporate governancereport in accordance with article L. 225-37-5 of the French Commercial Code. The table below indicates the section that readers
should refer to for each type of information.
Type of information

Section of the Universal Registration Document

1°

The company’s capital structure.

Capital and shareholding structure – 3.4

2°

The restrictions in the articles of association on the exercise of voting rights
and transfers of shares or the clauses of agreements brought to the attentionof the company pursuant to article L. 233-11.
There are no such restrictions in Guerbet’s articles of association.
The provisions of the articles of association relating to General Meetings
are set out in this document.
A Shareholder Agreement is in force.
Direct or indirect holdings in the company’s capital of which it is aware
pursuant to articles L. 233-7 and L. 233-12.
The list of holders of any share with special control rights and a descriptionof such rights.
There are no such shares in Guerbet’s capital.

Corporate governance – 2.8
andCapital and shareholding structure – 3.6.1

Control mechanisms provided for in a potential employee shareholding system
when control rights are not exercised by the employees.
Shareholder agreements of which the company is aware and potentiallyresulting in restrictions on the transfer of shares and the exercise of voting
rights.

Capital and shareholding structure – 3.6.3

7°

Rules applicable to the appointment and replacement of membersof the Board of Directors and to amendments to the company’s articles
of association.

Corporate governance – 2.2

8°

The powers of the Board of Directors, in particular with regard to shareissuance or buybacks.
Agreements entered into by the company that are amended or terminated in
the event of a change in the company’s control, except where such disclosure
could cause serious harm to its interests, apart from cases of legal obligationof disclosure.
The Group’s financing contracts contain change of control clauses.

Capital and shareholding structure – 3.6.10

3°
4°

5°
6°

9°

80

Capital and shareholding structure – 3.6.4
N/A

Capital and shareholding structure – 3.6.1

N/A

10° Agreements providing for the payment of compensation to members of theBoard of Directors or employees in the event of their resignation or dismissal
without real and serious cause or if their employment were to be terminatedas a result of a takeover or exchange offer.
No such agreement exists.

N/A

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SHAREHOLDING STRUCTURE

3.1

STOCK MARKET DATA

82

3.6.3

3.2

RELATIONS WITH THE
FINANCIAL COMMUNITY

Control mechanisms provided for apotential employee shareholding system
when the control rights are not exercisedby the employees

86

83

3.6.4

Threshold crossings

87

3.6.5

Transactions by executive officers
and similar individuals

87

3.6.6

Transactions by employees excluding
corporate officers

87

3.6.7

Performance share plans

88

3.6.8

Stock option plans for the 2023
fiscal year

90

3.6.9

Limitation of the risk of undue control
by the majority Shareholder

90

3.6.10Powers of the Board of Directors to issue
and buy back shares90

3.6.11

Summary of granted delegations
with a potential impact on the sharecapital91

3.6.12

Provisions in the articles of association
on shares92

3.3

DISTRIBUTED DIVIDENDS

83

3.4

SHAREHOLDING STRUCTURE

3.4.1

Breakdown of capital

3.4.2

Change in the breakdown of the sharecapital and voting rights over the last
three years

84

3.5

SHARE BUYBACK PROGRAM

85

3.6

ADDITIONAL INFORMATIONABOUT THE CAPITAL

86

3.6.1

Shareholder agreement

86

3.6.2

Share lock-in commitments through“Dutreil” agreements

86

84
84

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Stock market data

STOCK MARKET DATA

3.1

Guerbet shares are traded on Euronext Paris – Segment B under ISIN code FR0000032526.
Based on the closing price of €19.50 at December 31, 2023, Guerbet’s market capitalization is €247 million.
SHARE PRICE PERFORMANCE IN 2023** Based on daily closing prices.

Highest price in a
trading session

Lowest price in a
trading session(in €)

Number ofshares traded

Capital traded(in €)

January

19.5

16.7

410,904

7.41

February

19.8

18.1

481,666

9.11

March

20.4

16.7

503,807

9.43

April

18.5

16.3

174,429

2.98

May

18.1

16.0

167,297

2.86

June

17.7

16.4

133,497

2.26

July

22.0

16.5

177,365

3.41

August23.2

20.3

249,4125.35

September

22.0

16.3

322,587

5.95

October

17.9

15.5

217,770

3.62

November

19.2

16.6

192,076

3.45

December

19.9

18.1

171,724

3.26

Data on the share priceand monthly transactions for 2023

82

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Distributed dividends

3.2

RELATIONS WITH THE FINANCIAL COMMUNITY

The Finance Division is an interface between the Group and thefinancial community consisting of individual Shareholders,institutional investors, and financial analysts. It aims to provide allthese market players with clear, rigorous, transparent informationin real time so as to keep them informed of the Group’s strategy,
products, activity, financial results, and medium-term financial
objectives and the means to achieve them.

Guerbet makes a specific “Investors” section available to thefinancial community and its shareholders on its website
www.guerbet.com. It provides information about the company
and in particular:• the Universal Registration Document, including the annual
financial report;• all publications, financial presentations, and press releases(“Presentations, Reports, and Regulated Information” section);• information relating to the General Meeting (“General
Meeting” section).

2024 financial calendar
Event

Date

Publication of 2023 full-year revenue

February 08, 2024

Presentation of consolidated financial statements – 2023 fiscal year

March 20, 2024

Publication of Q1 2024 revenue

April 25, 2024

Annual General Meeting of Shareholders for the 2023 fiscal year

May 25, 2024

Publication of Q2 2024 revenue

July 25, 2024

Presentation of half-year consolidated financial statements at June 30, 2024

September 25, 2024

Publication of Q3 2024 revenue

October 24, 2024

All publications will be released after the close of Euronext Paris.
The Guerbet Group contact person for financial information and investor relations is:
Jérôme Estampes – Chief Financial Officer
Telephone: +33 (0) 1 45 91 50 69
Email: jerome.estampes@guerbet.com

3.3

DISTRIBUTED DIVIDENDSDividends paid over the past three years
Amount distributed

Gross dividend per
(a)
share

2020

8,821,872

0.70

2021

10,744,948

0.85

2022

6,320,558

0.50

Fiscal year (in €)(a) Before taxes and social security contributions.

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Shareholding structure

3.4

SHAREHOLDING STRUCTURE

3.4.1

Breakdown of capital

At December 31, 2023, the share capital amounted to €12,641,115 divided into 12,641,115 fully paid-up shares with a parvalue of €1 each.
None of these 12,641,115 shares are pledged.
At December 31, 2023, the share capital breaks down as follows:

3.4.2

Change in the breakdown of the share capital and voting rights
over the last three years

The breakdown of the share capital presented below corresponds to the shares and voting rights for Ordinary General Meetings.
There is little difference compared with the breakdown of the share capital for Extraordinary General Meetings. This difference is due
to divisions of ownership resulting from the gifting of shares within the Guerbet family whose beneficial owners and bare owners do
not belong to the same category of Shareholders.
December 31, 2023

December 31, 2022

Number of shares

Number ofshares% ofsharecapital% ofvoting(a)rights

Guerbet family
agreement

6,731,769

53.25

64.80

Other registeredshareholders –Guerbet family

201,884

1.60

2.23

217,684

462,429

3.66

4.69

185,939

1.47

Current & former
employees
and mutual funds
Other registeredshareholders –excluding Guerbet
family% ofsharecapital% ofvoting(a)rights63.44 6,721,785 53.17

66.80

1.72

2.42

216,745

1.71

2.17

459,683

3.64

4.48

391,914

3.10

3.56

2.00

191,047

1.51

2.08

191,786

1.52

1.91

(b)

0.17

—

11,8800.09—

27.61 5,107,005 40.40
100 12,641,115
100

25.56
100

Treasury shares

63,222

(b)

0.50

—

Floating shares
TOTAL

4,995,872
12,641,115

39.52
100

26.28
100

Number ofshares% ofsharecapitalDecember 31, 2021

6,732,124 53.26

21,143

5,019,434 39.71
12,641,115
100

% of
voting(a)rightsNumber ofshares(a) The breakdown of voting rights is presented in terms of effective voting rights. The number of theoretical voting rights was 18,188,997 at December 31, 2023,
18,203,814 at December 31, 2022, and 19,750,352 at December 31, 2021, assuming that each treasury share grants entitlement to one voting right.
(b) This includes treasury shares held under the liquidity contract set up on March 9, 2022.

84

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CAPITAL AND SHAREHOLDING STRUCTURE
Share buyback program

3.5

SHARE BUYBACK PROGRAM

To cover the issues of shares to Group employees and officers
and in accordance with the provisions of articles L. 225-197-1
et seq. of the French Commercial Code, Guerbet acquired
50,000 shares in 2023 through an investment services provider
acting independently on behalf of the company.

The share buyback took place on September 27, 2023, in
accordance with the applicable regulations on share buybacks
and the authorization granted by the General Meeting ofMay 26, 2023.
***

To promote trading liquidity and listing regularity for theGroup’s shares in order to avoid share price fluctuations notwarranted by market trends, Guerbet has appointed Exane
BNP Paribas to trade on the Group’s behalf on the Euronext
Paris regulated market.

This contract was implemented on March 9, 2022. Guerbet
may terminate the contract at any time without notice. It may be
automatically renewed for successive periods of 12 months.
On April 1, 2022, at the start of trading, the resources
allocated by Guerbet for implementation of the liquidity
contract totaled €600,000 in cash.

Trades during the 2023 fiscal year under the liquidity contract
Under the liquidity contract entrusted to Exane BNP Paribas by
Guerbet, the following assets appeared in the liquidity accountas of the settlement date of December 31, 2023:

During 2023, a total of:• 13,219 Guerbet shares;• 168,191 shares were sold for €3,107,797 (1,737 trades).

• 161,046 shares(1,631 trades);werepurchasedfor€2,969,710• €268,064.

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Additional information about the capital

3.6

ADDITIONAL INFORMATION ABOUT THE CAPITAL

3.6.1

Shareholder agreement

An agreement mainly binding family Shareholders was signedon November 16, 2002. This agreement was published by
the Conseil du marché financier (CMF) on December 13,
2002, under number 202C1653. It was updated in
September 2013, particularly to take into account Guerbet’s
current form of governance (French public limited company witha Board of Directors). The updated version of the agreement
was duly transmitted to the AMF (Autorité des marchés
financiers: French Financial Markets Authority). Its purpose isprincipally “to act as market makers for the group of

3.6.2

Shareholders, who are mainly of family origin, to organize
trading of the Guerbet shares that each of the members owns
and may own in the future and to ensure the cohesiveness andrepresentativeness of the Group that they form within theframework of the current laws and regulations,” and also “toinvolve the signatories to the agreement in the company’s
development plans, coordinate sales of shares, actively
participate in the selection of any new Guerbet partners, andsuggest the appointment of new members of Guerbet’s Boardof Directors.”

Share lock-in commitments through “Dutreil” agreements

The collective share lock-in commitments within the scope of article 787-B of the French General Tax Code(1) are as follows(2):Registration date

Type of collective sharelock-in commitment

Duration

December 30, 2015

InheritanceCommitment withdrawn effective August 21, 2022

June 21, 2022

DonationTwo-year collective commitment followed by four-year individual commitment

June 21, 2022

InheritanceTwo years, then automatic renewal indefinitely

3.6.3

Control mechanisms provided for a potential employee shareholding
system when the control rights are not exercised by the employees

N/A.

(1)

(2)

86

Article 787-B of the French General Tax Code provides that “the shares of companies having industrial operations benefit from a 75% inheritance tax exemption if theshares are covered by a collective share lock-in commitment.”
The share lock-in commitments pertain to a minimum of 20% of the percentage of the share capital covered by the agreement on its signing date and a minimum of
20% of the percentage of voting rights covered on its signing date.

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CAPITAL AND SHAREHOLDING STRUCTURE
Additional information about the capital

3.6.4

Threshold crossings

To the best of the company’s knowledge, two of the registered shareholders crossed the thresholds set by law for the number ofshares and/or voting rights held.
Ordinary General Meeting
Shareholder

SharesExtraordinary General Meeting

Voting rights

SharesVoting rights

Hakea*

14.63%

11.35%

14.63%

11.35%SC Guerbet Fron*

6.47%

8.63%

6.47%

8.63%

*

Member holding companies of the family shareholder agreement.

3.6.5

Transactions by executive officers and similar individuals

Transactions in the company’s shares were carried out by a person referred to in article L. 621-18-2* of the French Monetary and
Financial Code during the 2023 fiscal year:
Transaction type

Name

VolumeAverage priceAmountVesting of shares

Hakea

20,000€17.23€344,663.14*

Within the Guerbet Group, such people include the Chief Executive Officer, the Deputy Chief Operating Officer, members of the Board of Directors, and anyone
with a personal relationship with them within the meaning of article R. 621-43-1 of the French Monetary and Financial Code.

The holding company Hakea SAS, chaired by Marc Massiot, a Director of Guerbet, is a related party. It acquired 20,000 Guerbet
shares in the 2023 fiscal year.

3.6.6

Transactions by employees excluding corporate officers

3.6.6.1

Options granted to employees excluding corporate officers in 2023

N/A.

3.6.6.2

Options exercised by employees excluding corporate officers in 2023

N/A.

3.6.6.3

Options not exercised by employees excluding corporate officers
at December 31, 2023

No stock options remain to be exercised as of the end of the 2023 fiscal year.

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3.6.7

CAPITAL AND SHAREHOLDING STRUCTURE
Additional information about the capital

Performance share plans

Several performance share plans have been implemented. The
performance share plans still in effect are described in detailbelow and in the notes to the consolidated and individual
financial statements (see “Financial statements and related
notes” section).

In the first half of 2023, “Plan 6,” a new share issue plan
involving 92,896 shares, was set up.

1. Plan 4 (2021): On March 24, 2021, the Board of Directors approved a performance share issue plan for certain employees andofficers of the company and its French and foreign subsidiaries.
Plan 4 (2021) – Decision of the Board of Directors of March 24, 2021 (in effect)
Plan 4 summary (2021)

Date of the Extraordinary General Meeting:May 29, 2020

Board meeting date:

March 24, 2021

Vesting period/conditions:Issue period of three years from May 01, 2021.
Vesting of the issued shares is subject to a condition of presence at the end of
the issue period and the fulfillment of collective performance criteria.
The vested shares will be available without any holding period. However, theChief Executive Officer must retain 20% of the vested shares in registered form
until leaving office.

Share issue date:

May 01, 2021

Shares initially issued:• of which issued to the top 10 recipients:
Share issue price:

48,060 shares
16,860 shares€33.70(a)2023 fiscal year
Number of pending share issues
at December 31, 2023:
Value of pending share issues
at December 31, 2023:

11,888 shares€258 K(b)(a) Opening price on issue date.
(b) Valuation based on the IFRS 2 unit fair value at December 31, 2022 (€32.41 non-market condition share/€21.24 market condition share).

88

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CAPITAL AND SHAREHOLDING STRUCTURE
Additional information about the capital

2. Plan 5 (2022): On September 21, 2022, the Board of Directors approved a performance share issue plan for certain employees
and officers of the company and its French and foreign subsidiaries.
Plan 5 (2022) – Decision of the Board of Directors of September 21, 2022 (in effect)
Plan 5 summary (2022)

Date of the Extraordinary General Meeting:May 20, 2022

Board meeting date:

September 21, 2022

Vesting period/conditions:Issue period of three years from September 22, 2022.
Vesting of the issued shares is subject to a condition of presence at the end of
the issue period and the fulfillment of collective performance criteria.
The vested shares will be available without any holding period. However, theChief Executive Officer must retain 20% of the vested shares in registered form
until leaving office.

Share issue date:

September 22, 2022

Shares initially issued:• of which issued to the top 10 recipients:
Share issue price:

89,219 shares
27,450 shares€17.50(a)2023 fiscal year
Number of pending share issues
at December 31, 2023:
Value of pending share issues
at December 31, 2023:

84,205 shares€1,257 K(b)(a) Opening price on issue date.
(b) Valuation based on the IFRS 2 unit fair value at December 31, 2023 (€16.88 non-market condition share/€10.45 market condition share).

3. Plan 6 (2023): On May 9, 2023, the Board of Directors approved a performance share issue plan for certain employees andofficers of the company and its French and foreign subsidiaries.
Plan 6 (2023) – Decision of the Board of Directors of May 09, 2023 (in effect)
Plan 6 summary (2023)

Date of the Extraordinary General Meeting:May 20, 2022

Board meeting date:

May 09, 2023

Vesting period/conditions:Issue period of three years from July 01, 2023.
Vesting of the issued shares is subject to a condition of presence at the end of
the issue period and the fulfillment of collective performance criteria.
The vested shares will be available without any holding period. However, theChief Executive Officer must retain 20% of the vested shares in registered form
until leaving office.

Share issue date:July 01, 2023

Shares initially issued:• of which issued to the top 10 recipients:
Share issue price:

92,896 shares
55,828 shares€17.00(a)2023 fiscal year
Number of pending share issues
at December 31, 2023:
Value of pending share issues
at December 31, 2023:

88,234 shares€1,223 K(b)(a) Opening price on issue date.
(b) Valuation based on the IFRS 2 unit fair value at December 31, 2023 (€15.87 non-market condition share/€9.16 market condition share).

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3.6.8

CAPITAL AND SHAREHOLDING STRUCTURE
Additional information about the capital

Stock option plans for the 2023 fiscal year

See note 22 “Bonus share allocation plan” in the individual financial statements and notes (section 6.3.2).

3.6.9

Limitation of the risk of undue control by the majority Shareholder

The company has taken measures to limit the risk of undue
control by the majority Shareholder by separating the positionsof Chairperson of the Board of Directors and Chief Executive

Officer and by ensuring that these positions are held by people
from outside the Guerbet family.

3.6.10 Powers of the Board of Directors to issue and buy back shares
On May 26, 2023, the General Meeting renewed theauthorization for the Board of Directors for 18 months to
implement a program to buy back a number of company,
which are not to exceed (i) 10% of the total number of sharesmaking up the share capital or (ii) 5% of the total number ofshares making up the share capital if they are shares acquiredby the company in view of their holding and their tendering for
payment or exchange in connection with a merger, demerger,

90

GUERBETor contribution, with the understanding that acquisitions carriedout by the company may not in any case result in the company
holding more than 10% of the shares making up its sharecapital at any time whatsoever.
The Executive Committee decided to use this delegation of
authority in connection with a liquidity contract.

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CAPITAL AND SHAREHOLDING STRUCTURE
Additional information about the capital

3.6.11 Summary of granted delegations with a potential impact
on the share capital
Duration of
authorization

Purpose of delegation

Maximum nominal amount

Expiration

Delegation of authority to the Board of Directors to increase the sharecapital by capitalization of reserves, profits, or premiums or any other sum
eligible for capitalization€2,515,000

26 months

July 20,
2024

Delegation of authority to the Board of Directors to increase the sharecapital by issuing, with preferential subscription rights, shares and/or debt
securities giving access to new shares

Capital increases:€6,295,000(a)Debt security issues:€200,000,000(b)26 months

July 20,
2024

Delegation of authority to the Board of Directors to increase the sharecapital by issuing, with cancellation of preferential subscription rights,
shares and/or debt securities giving access to new shares, with amandatory priority period, through public offerings other than those referred
to in article L. 411-2 of the French Monetary and Financial Code

Capital increases:€1,255,000(a)(c)

26 months

July 20,
2024

Delegation of authority to the Board of Directors to increase the sharecapital by issuing, with cancellation of preferential subscription rights,
shares and/or debt securities giving access to new shares, with an
optional priority period, through public offerings other than those referred toin article L. 411-2 of the French Monetary and Financial Code

Capital increases:€1,255,000(a)(c)

26 months

July 20,
2024

Delegation of authority to the Board of Directors to increase the sharecapital by issuing, with cancellation of preferential subscription rights,
shares and/or debt securities giving access to new shares through public
offerings referred to in article L. 411-2(1) of the French Monetary and
Financial Code

Capital increases:€1,255,000(a)(c)

26 months

July 20,
2024

Authorization for the Board of Directors, in the event of an issue withcancellation of preferential subscription rights through public offerings,
including public offerings referred to in article L. 411-2(1) of the French
Monetary and Financial Code, to fix the issue price in the manner specified
by the General Meeting, within the limit of 10% of the capital per year

Capital increases:€1,255,000(a)(c)

26 months

July 20,
2024

Authorization for the Board of Directors to increase the amount of issues
with or without preferential subscription rights

Limit provided for in theapplicable regulations(currently 15% of the initial
issue)(a)26 months

July 20,
2024

Delegation of authority to the Board of Directors to increase the sharecapital by issuing shares in consideration of contributions in kind within thelimit of 10% of the share capital

Capital increases:€1,255,000(a)26 months

July 20,
2024

Delegation of authority to the Board of Directors to increase the sharecapital with cancellation of the preferential subscription right by issuingshares of the company reserved for members of a company savings plan

€250,000(a)26 months

July 20,
2024

Authorization granted to the Board of Directors to issue performance shares
freely to certain employees and officers of the company and its affiliates

2% of share capital

24 months

May 20,2024

Debt security issues:€200,000,000(b)Debt security issues:€200,000,000(b)Debt security issues:€200,000,000(b)Debt security issues:€200,000,000(b)Debt security issues:€200,000,000(b)(a) Delegation subject to the overall limit for capital increases of €6,295,000 (approximately 49.9% of capital).
(b) Delegation subject to the overall limit for debt security issues of €200,000,000.
(c) A sub-limit of €1,255,000 (approximately 9.9% of capital) applies to these delegations.

No granted authorizations were used during the 2023 fiscal year. At the General Meeting of May 24, 2024, the Shareholders will
be asked to renew the financial delegations mentioned above.

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Additional information about the capital

3.6.12 Provisions in the articles of association on shares
3.6.12.1 Identifiable bearer shares (article 8)

3.6.12.2 Declaration of threshold crossings

The company is entitled, at any time, to ask the organization
responsible for clearing the securities, under the conditions andaccording to the legal procedures in force, for information
concerning the identity of holders of securities that immediately
or ultimately grant a right to vote at its Shareholder Meetings
and the quantity of securities that each of them holds and,
where appropriate, any restrictions to which the securities may
be subject.

The company’s articles of association do not provide for any
additional disclosure obligations if the fraction of the sharecapital or voting rights held by a Shareholder represents lessthan one twentieth of the total, as mentioned in article
L. 233-7-1 of the French Commercial Code.

3.6.12.3 Actions necessary to modify
Shareholders’ rights
The Group has not laid down any provisions that are stricter
than those imposed by the law.

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4.1

ANALYSIS OF THE GROUP’SACTIVITY AND RESULTS

94

4.1.1

Presentation of reported revenue

94

4.1.2

Revenue analysis

94

4.1.3

Results

95

4.1.4

Analysis of the results

95

4.1.5

Financial position

96

4.1.6

Analysis of the financial position

96

4.1.7

Outlook

4.2

MAJOR EVENTS SINCE THE
START OF THE 2024 FISCAL
YEAR

4.3
4.4
4.5

4.6

96

CONSOLIDATED COMPANIESRESULTS OF SUBSIDIARIESHELD BY GUERBET S.A.
COMPANIES DIRECTLYOR INDIRECTLY CONTROLLEDBY GUERBET S.A.
TRANSACTIONS IN TREASURYSHARES OF GUERBET S.A.

GUERBET

97

4.7

STATEMENT OF NONFINANCIAL PERFORMANCE

98

4.8

RISK MANAGEMENT,INTERNAL CONTROL,AND INTERNAL AUDIT

98

4.8.1

Risk Management

99

4.8.2

Internal Control

100

4.8.3

Internal Audit

101

4.9

RISK FACTORS

102

4.10 OTHER LEGAL INFORMATION
Guerbet S.A.’s results for the last fivefiscal years

107

4.10.2

Information regarding the breakdown
of Guerbet S.A.’s trade payables
and trade receivables by due date

108

4.10.3

Information on the acquisition ofparticipating and controlling interests(article L. 233-6 of the French
Commercial Code)109

4.10.4

Information on related-party agreements(article L. 225-38 of the French
Commercial Code)109

4.10.5

Other information from the management
report contained in other sections of the
Universal Registration Document

110

97

97

97

97

107

4.10.1

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Analysis of the Group’s activity and results

4.1

ANALYSIS OF THE GROUP’S ACTIVITY AND RESULTS

4.1.1

Presentation of reported revenue
2023

2022

785,690753,275

2023

2022

Europe

39.7%

40.0%

Other markets

60.3%

60.0%

2023

2022

X-Ray

55.4%

55.1%

MRI
TOTAL DIAGNOSTIC IMAGING

32.7%
88.1%

32.9%
88.0%

INTERVENTIONAL IMAGING

11.9%

12.0%

(in € thousands – IFRS)Revenue
Breakdown of revenue by geographic region

Breakdown of revenue by product range

4.1.2

Revenue analysis

As at December 31, 2023, the Group's sales totaled€785.7 million, up 4.3% compared with 2022. Growthreached 6.4% at constant exchange rates (CER)(1), after
stripping out an unfavorable currency effect of €15.5 million,
largely due to Asian currencies. On a like-for-like basis, i.e.
excluding the integration of Intrasense which was consolidated
on January 1, 2023, and at CER, revenue growth for the year
was 5.9%, perfectly in line with the announced target (> 5%).

• in Asia, growth was very strong (+15.9% at CER) anddriven by the excellent performance of China (+33.7%) after
the implementation of the direct distribution model in 2022.
By business activity, the increase in revenue in Diagnostic
Imaging (+6.3% at CER) in 2023 resulted from:

Underpinned by a combined increase in volumes and prices,
this full-year performance is the result of a significantly
accelerated second half, particularly in the fourth quarter(+17.9% at CER).

• for the MRI division, growth over the full year of 5.2% at
CER, marked by a sharp accelaration in the fourth quarter(+28.6%), in connection with the recovery in sales of
Dotarem® in the United States and the ramp up of
Elucirem™;

In Europe, activity was up 6% at CER in 2023, thanks tohigher volumes and prices throughout the year.

• for the X-Ray division, growth at 7% at CER in 2023, driven
by Xenetix®.

In Other markets:

In Interventional Imaging, growth reached 6.6% at CER in
2023 (after +8.1% in 2022), reflectifng ongoing positive
momentum for Lipiodol®.

• in the Americas, the slight decline in full-year sales (-1.4% at
CER) resulted from the remarkable catch-up in the fourth
quarter (+39%), in connection with the increase in

(1)

94

production capacity (around 20%) at the Raleigh site inNorth Carolina;

Constant exchange rates: the exchange rate impact was eliminated by recalculating sales for the period on the basis of the exchange rates used by the previous
financial year.

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4.1.3

Results
2023

IFRS

2022
% of revenue(in thousands of €)% of revenue+ Revenue

785,690100

753,275100+ Royalties

6,908

0.9

8,001

1.1

+ Other operating income

3,615

0.5

8,879

1.2

- Purchased consumed and change in inventories(179,704)(22.9)(180,424)(24.0)- External expenses(233,806)(29.8)(232,585)(30.9)- Staff-related costs(263,625)(33.6)(240,664)(31.9)+/- Other operating income and expenses(4,858)

(0.6)

1,561

0.2

- Taxes(a)
EBITDA(15,441)
98,779(2.0)
12.6(14,992)
103,052

(2.0)
13.7

- Depreciation, amortization, impairment and provisions
Operating result(60,108)
38,671(7.7)
4.9(121,212)(18,160)(16.1)(2.4)- Net financial expenses+/- Foreign exchange gains or losses and other financial income/expenses(8,591)(1.1)(3,205)

(0.4)

728

0.1

(7,007)(0.9)+/- Tax expense
NET RESULT(8,637)
22,171(1.1)
2.8(12,744)(41,116)

(1.7)
(5.5)

(a) EBITDA = Operating income + net amortization, depreciation, impairment and provisions.

4.1.4

Analysis of the results

The Group reported an EBITDA margin for 2023 of 12.6%.
After restatement for non-recurring costs related to the
optimization of the operating plan and changes in the sales
model, the EBITDA margin for 2023 exceeded the announced
target (around 11%) at 13.1% compared with 13.8% in 2022.
The fall in operating profitability mainly reflects the inflation
observed on raw materials (iodine in particular), components
and packaging, but also personnel costs. However, thisincrease in costs was partially offset by the positive change inthe product mix and higher selling prices, particularly in the
X-Ray segment, as well as good control of fixed costs.

GUERBETThe Group’s operating income came to €38.7 million in
2023, compared with a loss of €18.2 million the previous
year. As a reminder, the 2022 financial year was marked bysignificant asset impairments (€58.8 million in total) relating tosoftware developed with Merative (formerly IBM Watson),
Accurate Medical Therapeutics and Occlugel.
At December 31, 2023, Guerbet's net income stood at€22.2 million, compared with a loss of €41.1 million in
2022. It includes higher financial expenses and a gain on
currency hedging.

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Analysis of the Group’s activity and results

4.1.5

Financial position
2023

2022

Cash flow after finance costs and taxes

79,527

82,916

Change in working capital requirements, of which:(64,452)(58,382)

Change in inventories(36,274)(68,228)

Change in trade receivables(28,970)(1,556)

Change in trade payables(10,342)

22,145

Change in other assets and liabilities

11,133(10,743)

Gross investments restated for debts on fixed assets(62,346)(57,312)Dividends paid

(6,310)(10,732)(11,826)(65,407)(9,038)(52,548)335,766

270,359IFRS (in thousands of €)

(a)

Other
(b)
Free cash flow(c)

NET DEBT(a) Mainly consisting of tax, the impact of changes in exchange rates, sales of fixed assets, and the capital increases presented in detail in the consolidated cash flow
statement.
(b) The free cash flow is equal to the difference between the surplus operating cash flow and investment expenditure. It explains any increase or decrease in the net debt.
(c) The net debt is calculated by adding up current and non-current financial debts and subtracting cash and cash equivalents.

4.1.6

Analysis of the financial position

At 31 December 2023, equity totaled €378 million comparedwith €380 million a year earlier. The increase in the Group's
net debt to €336 million, compared with €270 million theprevious year, resulted from a higher working capitalrequirement (WCR), mainly linked to the increase in inventories(critical materials, Elucirem™).

4.1.7

Free cash flow for full-year 2023 stood at -€65.4 million, having
entered positive territory in the second half at +€6.6 million.
The Board of Directors will propose the payment of a dividendof €0.50 per share in respect of 2023 at the General Meetingon May 24, 2024, stable in relation to the previous year.

Outlook

2024: strategic course maintained,
accelaration of growth and increasein profitability• in Artificial Intelligence, to market Guerbet solutions (helps
detect prostate and pancreatic cancers, as well as liver andbone lesions), initially via Intrasense's Myrian® platform,
starting this year.

During the past financial year, Guerbet reached several
important strategic milestones, with the commercial launch of
Elucirem™ in the United States and its approval in key
European markets (EU, UK, Switzerland, etc.), a strengtheningof the Group’s positions in Asia (particularly in China), and theinvestment in Intrasense. Guerbet’s teams will continue to work
steadfastly throughout 2024 to implement the major strategic
priorities set for each activity:

Financially, after comfortably achieving the business andprofitability targets it had set for 2023, the Group is looking to2024 with increased confidence. In a structurally buoyant
market for contrast products, Guerbet’s business will be
underpinned by the ramp-up of the MRI franchise, the expected
return to growth in Optiray® sales, and the continuation ofstrong momentum for Lipiodol®. Operating profitability should
benefit from a further favorable change in the product mix,
additional price increases and continued good financial
discipline. Finally, with inventories set to gradually normalize
and investment levels set to stabilize, cash generation is
expected to increase.

• in Diagnostic Imaging, to strengthen its leadership in MRI, in
which Guerbet plans to increase its market share through its
comprehensive and unique macrocyclical product portfolio,
and in particular the double positioning in Dotarem®/
Elucirem™;• in Interventional Imaging, to further expand the potential of
Lipiodol®, with a focus on R&D in new applications andaccelarated commercial development of the most promisingindications, such as vascular embolization;96

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MANAGEMENT REPORTTransactions in treasury shares of Guerbet S.A.

In this context, Guerbet confirmed that it expects revenue
growth of more than 8% in 2024 at constant scope and CER
and a higher restated EBITDA margin rate than in 2021
(14.4%). Lastly, free cash flow is expected to be in positive
territory over the full year.

4.2

MAJOR EVENTS SINCE THE START OF THE 2024 FISCAL YEAR

On January 23, 2024, Michel Guerbet, head of the company
for more than 30 years and son of the founder, passed away
at the age of 92. A historic figure in the Guerbet Group,
Michel Guerbet was the son of André, who founded thelaboratory in 1926, and the grandson of Marcel, who codeveloped Lipiodol® in 1901.
On March 11, 2024, Guerbet announced two appointments
to the management team: Christine Allard as Senior VicePresident, Public Affairs and Group Communications and Eva
Ohlsson as Global Senior Vice-President, Human Resources.
They have both joined Guerbet’s Executive Committee.

4.3

The detailed presentation of the 2023 annual results isavailable in the Investors section of the company's website:
https://www.guerbet.com/investors/.

Lastly, on March 20, 2024, Guerbet announced theappointment by the Board of Directors of Jean-Hugues Lecat asa non-voting Board member effective immediately. Jean-Hugues
Lecat’s appointment as a Director will be submitted to theGeneral Meeting of May 24, 2024, for approval. Following
this General Meeting, Guerbet’s Board of Directors will be
asked to appoint Jean-Hugues Lecat as Chairman to replace
Didier Izabel (who will remain a Director and Chairman of the
Audit Committee until his term expires in 2026).

CONSOLIDATED COMPANIESThe consolidated companies are listed in note 30 to the consolidated financial statements (see section 6.1 “Consolidated financial
statements and notes”).

4.4

RESULTS OF SUBSIDIARIES HELD BY GUERBET S.A.

The results of the subsidiaries controlled by Guerbet S.A. are presented in section 6.3 of the notes to the Guerbet S.A. financial
statements.

4.5

COMPANIES DIRECTLY OR INDIRECTLY CONTROLLEDBY GUERBET S.A.

The companies controlled directly or indirectly by Guerbet S.A. within the meaning of article L. 233-3 of the French Commercial
Code and the stake in the company’s capital held by them (treasury shares) are listed in section 6.3 of the notes to the Guerbet S.A.
financial statements.

4.6

TRANSACTIONS IN TREASURY SHARES OF GUERBET S.A.

Number of shares purchased and sold during the fiscal year:• Value measured at the purchase price: €1,065 K.

• Number of shares purchased during the fiscal year: 63,219(see section 3.5 “Share buyback program”).

• Nominal value: €1.

• Number of shares sold during the fiscal year: none.

• Fraction of the capital that they represent: 0.5% (seesection 3.4 “Shareholding structure”).

Number of shares registered in Guerbet S.A.’s name at theclose of the fiscal year and their value measured at thepurchase price as well as their nominal value:

Authorization to buy back shares and the conditions underwhich the shares were bought back and used during the last
fiscal year ended:• Number of shares registered in the company’s name at theclose of the fiscal year: 63,222 (see section 3.4“Shareholding structure”).

• See section 3.5 “Share buyback program.”

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4.7

MANAGEMENT REPORTStatement of non-financial performance

STATEMENT OF NON-FINANCIAL PERFORMANCE

Refer to chapter 5 “Statement of non-financial performance.”

4.8

RISK MANAGEMENT, INTERNAL CONTROL,AND INTERNAL AUDIT

Guerbet’s risk management system is structured around the concept of the three lines of control as defined by the IFACI (French
institute of auditors and internal controllers), allowing each person’s risk management and internal control roles and responsibilities tobe distributed clearly and effectively.

Through its Audit Committee, the Board of Directors is
responsible for monitoring issues relating to the effectiveness ofinternal control, internal audit, and risk management systems.
Together with the Executive Committee, the Chief Executive
Officer is responsible for the risk management, internal control,and internal audit system.
The first line of control is the responsibility of each operational
manager and their employees in their day-to-day activities.
Each line manager is responsible for putting in place theappropriate preventive controls and means of detection for risks
related to their activities or any necessary corrective measures
recommended by the second line of control functions.

98

GUERBET

The second line of control includes:• the functions that oversee risks, in particular the HSE andRisk Management function (see section 4.8.1) and theInternal Control function (see section 4.8.2); and• all support functions in their area of expertise (human resources,
purchasing, finance, legal, compliance, quality, etc.). They
contribute their expertise and make recommendations in theirareas of expertise.
The third line of control involves providing the General
Management and the Board of Directors with reasonableassurance of the level of risk control independently andobjectively. This activity is carried out by the Group’s internal
audit function (see section 4.8.3).

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Risk management, internal control, and internal audit

4.8.1

Risk Management

The risks to which the company is exposed are identified,assessed, and ranked. A mapping of the Group’s major risks isthus drawn up and regularly updated. Risks are categorized bytheme. Their assessment takes into account the severity of thepotential impact, the probability (qualitative or based on
feedback) of occurrence, and the current level of control. All
sectors of activity are assessed twice a year.
Once the risks are identified, the Risk Manager meets twicewith the “owners” of these risks to follow up on the action planand update it if necessary. A presentation is made to the
Executive Committee twice a year to discuss the risks andprogress on the action plans.
In 2022, Guerbet acquired specialized RMIS software
incorporating internal control and internal audit. All risks havebeen integrated into this new platform, which simplifies themonitoring of risk trends and actions, allows links to be madebetween risks and control elements, and provides a global,
dynamic view of risks while improving efficiency.
Risk mapping is discussed and reviewed by the Audit
Committee and then by the Board of Directors with the Risk
Manager and the Chief Executive Officer at least once a year.
Certain risks, such as cybersecurity risks, are specificallymonitored more frequently by the Board of Directors. At each
Audit Committee meeting, a specific risk is reviewed in depthwith the Risk Manager.
The Risk Manager, who is responsible for promoting anddeveloping risk management skills, transmits know-how andexpertise while providing methodological support to line
management and the identified risk “owners.”

GUERBETThe Risk Manager also optimizes the cost of risk by possiblytransferring it to the managed insurance policies.
At monthly meetings, the Risk Manager communicates andshares information with the Internal Control Department,
discussing the description of risks, their rating, and the control
methods. This work refines the perception of risks andstrengthens the monitoring and effectiveness of control methods.
Lastly, the Risk Manager is called on by the Internal Audit
Department to provide a view of the risks and relevant topics tobe audited. Guerbet has decided to position the Risk Manager
function within the Audit and Internal Control Department forstronger exchanges and links between its three functions.
The insurance program allows the Group’s insurable risks to be
secured through the purchase of centralized insurance. This
program incorporates the various liability and damage
insurance policies covering the Guerbet Group and its officers,
personnel, and assets. The use of global brokers allows all of
the Group’s activities to be covered. The brokers and our
insurers provide support and expertise to the Risk Management
Department during the project design phases and, whereappropriate, in the management of insured losses. The program
covers five areas:• civil liability;• damage and consequential loss;• insurance for loss of goods in transit;• “travel” insurance;• cyberattacks.

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Risk management, internal control, and internal audit

4.8.2

Internal Control

Definition

It is supported by a network of specialists at different levels:Internal control is a process implemented by the Board of
Directors, the Executive Committee, and the Group’s officers aswell as all employees so that there is reasonable assurance ofachieving the objectives relating to:• effectiveness and efficiency of internal processes;• reliability of financial information;• compliance with applicable laws and regulations;• the managers of functions/entities/plants within the Group,
who are responsible for implementing internal control within
their scope of responsibility;• the Financial Controllers and the Internal Control specialists,
who coordinate the implementation of internal control within
their scope of responsibility and then report on the progress
to Group Internal Control.

• safeguarding assets and preventing fraud.

Work

Internal control thus contributes to risk control but cannot
provide an absolute guarantee that all risks are completely
eliminated or controlled.

In 2023, the teams conducted self-assessment campaigns on
the application of controls. The assessed cycles pertained tothe security of our IT systems and the recruitment process.

Objective

Beyond this key project, coordination work continued with thefollowing functions:

In this context, the objectives of the Internal Control function areto:• the Risk Management function in order to ensure that Internal
Control systems are consistent with the mapping of theGroup’s major risks;• structure, build, and maintain the Group’s risk control system
according to the process and the roles and responsibilities
defined in the Group’s Internal Control Charter, validated by
the Chief Executive Officer and the Audit Committee, basedon the COSO (Committee of Sponsoring Organizations of
the Treadway Commission) framework;• analyze the main processes with the managers concerned tobuild the Group’s internal control guidelines;• support them in drafting Group policies and procedures;• maintain a document base accessible to all Group
employees containing the main Group policies andprocedures (processes outside the scope) and the existing
internal control standards;• maintain the Group’s signature delegation system;• lead a network of specialists to promote internal control anddeploy internal control guidelines within the Group’s main
entities in order to ensure the existence of appropriate
controls within them or to help strengthen them by defining
actions to be taken;• conduct self-assessment campaigns.

• the HR function in order to introduce newcomers to theorganization of the function as well as access to essential
information and documents (for example, ethics charter,
Group policies and procedures, and internal control, etc.).
In addition, the Internal Control function is committed tocontinuing the projects within the Group, in particular throughthe following work:• updating the process mapping and associated key
documents with the departments concerned;• launching a pilot for second-level controls;• developing Data Analytics to support our internal control
approaches;• coordinating the annual review of access to criticalinformation systems;• regularly raising Group employees’ awareness of the risk of
fraud;• providing ad hoc support on subjects in connection with thestrategic deployment of our ERP.
A 2022 review and the 2023 outlook of the Internal Control
activity were presented to the Audit Committee in the firstquarter of 2023.

Organization
The Internal Control function reports to the Audit, Risk, Internal
Control, and Ethics Division, which reports to the Chief
Executive Officer.

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Procedures for preparing and processing
financial and accounting information
Guerbet’s consolidated financial statements are prepared inaccordance with international financial reporting standards(IFRS). The Administrative and Financial Division is responsible
for preparing the financial statements.
According to a schedule and consolidation instructions sent to
the entities by the Administrative and Finance Division, theentities prepare a consolidated monthly report using a single
software program.

4.8.3

At each accounting close, the accounting teams review theaccounts, and the Financial Controllers analyze and explain
variances in the results from one period to the next anddivergences from the budget.
At the quarterly closing of the accounts, the Audit Committee
reviews the accounts.
This process is supplemented by the Statutory Auditors’
operations and certification work for the individual annual
financial statements and the consolidated half-year and annual
financial statements.

Internal Audit

Within the Group, Internal Audit provides an independent andobjective assessment of the effectiveness of the control systems
in place in relation to the main risks identified in the company.
Internal Audit governance is defined in an Internal Audit
Charter approved by the Chief Executive Officer and the Audit
Committee. This charter specifies the duties, areas of operation,and responsibilities of Internal Audit and the methodologies
used to carry out Internal Audit tasks.
Internal Audit’s scope of responsibility covers all Group
operations, functions, and legal entities. Internal Audit reports to
the Audit, Risk, Internal Control, and Ethics Division, which
reports directly to the Chief Executive Officer andcommunicates regularly with the Audit Committee. This
organizational structure supports the necessary independenceof Internal Audit within the organization while promoting
coordination with the Internal Control and Risk Management
departments, which contribute to the control of risks within theGroup scope. The Internal Audit team consists of two seniorinternal auditors who report directly to the Director of Audit,
Risk, Internal Control, and Ethics.
Through its work and recommendations, Internal Audit helps toimprove the organization’s overall performance by regularly
and methodically assessing the risk control and governanceprocesses.
The Internal Audit plan is presented each year to the Audit
Committee, which reviews it, adjusts it if necessary, and issues
a positive opinion before it is deployed. This annual internal

GUERBET

audit plan is based on the risks identified at Group level andon various information gathered during interviews withmembers of the Executive Committee or the Group’s sector
experts. The Audit Committee issued a favorable opinion on the
proposed Internal Audit plan for 2024 at its meeting on
November 17, 2023.
Audit reports detailing the recommendations specific to eachmission are drafted and circulated to the individuals concerned
and to the Executive Committee members responsible for theaudited activities. An oral presentation is provided at Audit
Committee meetings, and the reports are made available to
Audit Committee members. The Audit Committee monitors the
progress of the implementation of the action plans defined
following the audits.
In 2023, the Director of Audit, Risk, Internal Control, and Ethics
gave presentations at five Audit Committee meetings, including:• a report on Internal Audit activities for 2022 and the outlookfor 2023;• a summary of internal audit findings. In 2023, these findings
pertained to audits of industrial plants and sales entities in
2022 and 2023;• regular monitoring of progress on action plans following theaudits;• the proposed internal audit plan for 2024;• updates to the internal audit charter.

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4.9

MANAGEMENT REPORT
Risk factors

RISK FACTORS

Mapping of main risks
Guerbet regularly reviews risks that could have a significant
impact on its activity, financial position, and results.
In addition to the risk categories identified below, an analysis
of geopolitical issues and risks is also conducted to identify
areas of risk for the Group’s activity. For 2023, the analysis
included, for example, the potential consequences of the war
in Ukraine and the Gaza Strip for Guerbet’s activities. Guerbet
then identifies and classifies the Group’s main specific risks inthree categories: (1) legal risks, (2) strategic risks, and (3)operational risks. In order to determine the significance of eachof these risks, they have been rated on a scale of severity andprobability from 1 to 4 (“low to major” scale for severity and“rare to highly probable” for probability), taking into accountthe effect of risk management measures. For each category, therisks are listed in decreasing order of significance.

Category

Risk description

Ratings

Strategic risks

Risks relating to the consequences of inflation
Information system and cybersecurity risks
Risks relating to the consequences of global warming

Operational risks

Purchasing and subcontracting risks
Environmental and safety risks
Risks relating to product quality and safety
Risks associated with the impact of geopolitical tensions in the Middle Eastand Ukraine on Guerbet’s supply chain

Severity

4

Probability

4

Severity

4

Probability

4

Severity

4

Probability

3

Severity

4

Probability

4

Severity

4

Probability

2

Severity

4

Probability

2

Severity

4

Probability

3

These main risks specific to Guerbet, as well as their impacts and the measures implemented to manage them, are described
below.

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Risk factors

Description of risks

Control actions

STRATEGIC RISKS
Risks relating to the consequences of inflation
Following the reopening of the economy after the pandemic, themain cause of inflation has been rising energy prices.
The Russian-Ukrainian conflict has exacerbated these
phenomena. In 2022, this caused industrial prices to rise by
about 40% in the euro zone. In 2023, this phenomenonchanged little. Guerbet was mainly affected by procurement
and raw material costs for commodity chemicals and iodine.

The Group is continuing its policy of cost control and has
managed to limit the increase in energy prices through its
existing purchasing policies and contracts.
Costs are also controlled by actions taken with our suppliers,
including contract reviews, ongoing negotiations with ourstrategic suppliers, and maintaining our strong, long-standing
relationships. You can read about the actions in the “Purchasing
and subcontracting risks” section below in this table.
Lastly, Guerbet anticipates that inflation could continue forseveral years and has taken this into account in its medium-term
strategy.

Risks relating to the consequences of global warming
Climate change brings about physical and transition issues such as:• physical risks for our industrial plants and main suppliers in our
supply chain due to severe and chronic weather phenomena(such as temperature, drought, precipitation, and natural
disasters) and the financial impact of these risks;• transition risks related to the scarcity of resources, thestrengthening of market requirements and regulations,
reputational issues related to the expectations of internal andexternal stakeholders, and the financial impact of these risks.
Guerbet stepped up its climate risk assessment as part of the
preparation of the “Climate Strategy” on physical and transition
risks. Physical risks were analyzed for all of our industrial plants
and for Guerbet’s key suppliers deemed to be most at risk. This
assessment was performed using an analytical tool to measure
the exposure of assets to climate risk, assess the vulnerability ofactivities, and define the risk mitigation strategy.
This analysis was refined by incorporating a financial estimateof the main risks and opportunities.

A summary of the risks and opportunities that could have asignificant impact on the Group is presented in section 5.3.1.1“Climate risks and opportunities.”
This summary identifies the main risks and opportunities that
could have an impact on activities, the supply chain, costs, andcompetitiveness. This is why Guerbet has implemented actionplans such as measures to reduce energy consumption, optimize
processes, and control waste.
Guerbet has also formalized its decarbonization ambition. See
section 5.3.1.2 “Decarbonization.”A decarbonization roadmap including industrial projects is
included in Guerbet’s five-year medium-term plans. This includes
dedicated CAPEX.
Physical risks are addressed as part of emergency procedures atplants at risk of hurricanes.
Industrial plants facing risks of extreme temperatures arechanging the design of vulnerable equipment to adapt to them.
Industrial plants are adapting their lead times and inventory tocope with any production plant or supplier disruption.
All these actions are integrated into the business continuity
program of the Group and the industrial plants.

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Risk factors

Description of risks

Control actions

Information system and cybersecurity risks
The Group is exposed to the risk of failure of its information
systems in the event of a malfunction, malicious act, or
cyberattack. If this risk were to materialize, it could result in theloss or corruption of sensitive data such as product information,customer information, or financial data. Such a risk could also
result in partial or total unavailability of certain systems,
disrupting the processes involved.

To protect itself against this risk, the Group applies a series ofmeasures to ensure the protection of sensitive data, including thesecuring of its servers at its own sites or at external sites, thestreamlining and centralizing of its information systems, regularly
tested business continuity plans, and vulnerability audits.

Since 2020, Guerbet has seen an increase in cyberattacks
especially through attempted phishing in an overall environmentof an intensification of attacks due to the pandemic crisis andwidespread teleworking.

In 2022, the Information Systems Department stepped up thetraining and information campaigns on the risks of cyberattacks(phishing). Test emails are regularly sent to all employees tocheck their ability to detect phishing emails.

The Board of Directors reviews the cybersecurity risk analysis
several times a year.

Network traffic protection and monitoring software is regularly
updated.
The active directory protection structure has been strengthened.
Lastly, multifactor identification has been extended to all users.
OPERATIONAL RISKS
Purchasing and subcontracting risks
These risks could materialize through the failure of a service
provider, which could lead to a disruption in the supply of raw
materials, strategic packaging components, or materials used to
manufacture medical equipment.
These risks could also materialize through the discontinuation ofa service.

The Purchasing Department, together with the main internal
users, in particular the industrial plants, assesses theperformance of our suppliers and subcontractors several times ayear using the “Pestel” method. This multicriteria method allows
performance to be evaluated in terms of reliability, meeting
deadlines, quality, HSE and costs.

Since 2020, the global economy has been severely disrupted(pandemic, transport disruptions, and unavailability of certain
raw materials). The war in Ukraine has exacerbated thesealready existing disruptions. Despite this context, our suppliers,
service providers, and subcontractors managed to maintain theiractivity to ensure the continuity of Guerbet’s activities.

There is an associated action plan incorporating priority
management, taking into account the availability of technicalresources. This plan is reviewed quarterly with the plants
involved and the Industrial Operations Division. An additional
review is conducted with the support departments (Purchasing,Quality, HSE, and the Industrial Division).
In addition, Guerbet has developed a service provider selection
process. Strategic service providers are included in an audit
plan drawn up and implemented annually.
Negotiations are conducted to obtain medium- and long-term
supply agreements.
A plan to qualify a second source for strategic raw materials is
implemented based on available technical resources.
Guerbet trains its employees in the management and control ofsubcontractors. A review of the financial data of our key
suppliers has been added to our risk analysis approach.
Guerbet has conducted “Market” trend analyses to refine its
strategic positioning.
Guerbet has reviewed the order lead times for high-demandraw materials, while revising its inventory strategy to pre-empt
any delays.
Lastly, air freight is the variable that allows us to make anynecessary adjustments to deliver to our customers on time.

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Risk factors

Description of risks

Control actions

Safety and environmental risks
The production of active chemical ingredients for contrast media
entails various safety and environmental risks. These risks,
especially the risks of fire, chemical exposure, andenvironmental pollution, are due to the dangers inherent in theuse of certain raw materials, solvents, and reagents, the use ofindustrial processes to transform them into active ingredients,
and the treatment of production waste.

The industrial plants roll out vital safety procedures (workpermits, lockouts, fire permits, confined spaces, etc.) to reinforce
accident prevention.

Guerbet’s production activity is carried out at eight different
industrial plants. The three active ingredient production plants(Lanester, Marans, and Dublin) have the Seveso classification
and are therefore subject to the European Union’s Seveso
Directive. If these operating risks were to materialize, they could
harm people and property, pollute the environment, lead toplant shutdowns, and, in some cases, make the Group liable forcivil and/or criminal penalties and the payment of damages.

The HSE objectives resulting from risk analyses and audits are
documented in regularly monitored action plans. The Group andthe plants organize HSE training programs rolled out to all staff.

The occupational health, safety, and environmental conditions at
Guerbet’s production plants are regularly inspected by theauthorities.
To control these risks, the Group deploys a policy and develops
a system for Health, Safety, and Environment (HSE)management. Guerbet has defined HSE objectives throughout
the Group, especially at the industrial plant level. The Group
gives top priority to the safety of its employees. To this end,
considerable human and material resources are deployed. At
each establishment, the plant director, who is responsible for
implementing the HSE policy, appoints a dedicated manager.
The administrative authorities work with the plants to define theobjectives to be achieved in terms of environmental performance(discharge thresholds, supervision of activities). The Group takes
measures to ensure that the targets are reached.

GUERBETHSE risk analyses (including analyses of risks relating toprocesses in active ingredient production plants) and audits
identify the necessary means for continuous improvement ofoperational safety management.

The Group has also developed a system for reporting all HSE
events incorporating a systematic search for root causes,
including analysis of the human factor.
To strengthen our HSE management system, Guerbet hasdigitalized the main processes of its guidelines:• accident and incident reporting;• risk analysis;• HSE awareness meetings;• field safety visits;• feedback on hazardous situations and ideas for improvement;• monitoring of preventive and corrective actions.
Digitalization continued in 2023 and has strengthened ourmanagement system with better flexibility, responsiveness, andmonitoring.
The chemical plants continued and accelerated the process risk
analyses based on the HAZOP (Hazard Operation) method for
greater reliability.
In 2023, days dedicated to HSE topics raised employee safety
and environmental awareness (safe behavior, fire safety,
prevention, climate, etc.). These days are important times forgroup exchanges to reinforce the safety culture.

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Risk factors

Description of risks

Control actions

Risks relating to product quality and safety
Customer satisfaction and patient health are two essential
objectives of the Group. Risks relating to product quality andsafety may result in the company being liable for harm causedby its products (drugs or medical devices) and the resulting
financial consequences (loss of revenue), legal consequences(lawsuits brought by patients or class actions in particular), or
reputational consequences (damage to the company’s image
with customers).

Guerbet provides its customers with reliable, balanced, andobjective information about its products and makes sure that
customers’ questions and complaints are handled as quickly as
possible by the centralized customer complaint management
unit. The Claims unit works closely with the drug and medical
device safety departments. Moreover, Guerbet’s production
and/or distribution facilities are regularly audited by the Groupor by notified bodies and inspected by the health authorities.

To protect itself against these risks, the Group constantly checks,
examines, and assesses the entire production and distribution
chain. It has a drug and medical device safety monitoring
system that enables it to watch out for, monitor, and report to thehealth authorities any side effects arising when its products areused so that their effectiveness can be compared against any
risk. The Group develops and provides its customers withproducts and medical devices whose effectiveness and safety
have been proven by tests in accordance with current laws andgood practices.

The Guerbet Group has introduced a risk management policy
based on recognized international standards, such as the ICH
Q9 guidelines, making it possible to identify and categorizerisks so that risk mitigation plans can be implemented. Thisapproach has been incorporated into our quality management
systems as required by current good practices in order toguarantee the quality, efficacy, and safety of our products andthe performance of our medical services and devices.

Business discontinuity due to energy or raw material disruptions
The energy crisis could have an impact on the availability ofelectricity. In France, the phenomenon has been amplified by
the difficulties encountered in the production of nuclear energy
and the lack of water in our dams (climate crisis).

The industrial plants will be able to rely on their business
continuity plans.

This energy crisis had no effect in 2023, but it could continue in
2024 in an unpredictable geopolitical climate.

The facilities are designed so that equipment will trip in theevent of unplanned outages. Accordingly, such outages cannot
cause industrial incidents.

The impact of a power outage would lead to a safety shutdownof the facilities, with production halting for four to twelve hours
depending on the plant. The analyzed impact would be slightand have no repercussions on market supply. The financial
impact would also be insignificant.
In 2023, Guerbet observed certain tensions affecting the supplyof raw materials related to the Russian-Ukrainian conflict, thevast majority of which concerned basic chemicals such ashydrochloric acid. The potential impacts are supply delays oreven occasional shortages. This risk will persist in 2024.

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GUERBET

Safeguarding procedures have been drafted, and staff members
are trained to apply them.

In addition, the French plants contribute to the energy restraint plan.
With regard to the risk of disruption in the supply of raw
materials, the actions taken with our suppliers are specified abovein the table in the “Purchasing and subcontracting risks” section.

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Other legal information

4.10

OTHER LEGAL INFORMATION

4.10.1 Guerbet S.A.’s results for the last five fiscal years
2023

2022

2021

2020

2019

Share capital

12,641,115

12,641,115

12,641,115

12,602,674

12,596,161

Number of existing common shares

12,641,115

12,641,115

12,641,115

12,602,674

12,596,161

—

—

—

—

—

• Through bond conversions

—

—

—

—

—

• Through exercise of subscriptions rights
Operations and results of the fiscal year

—

—

—

62,87069,383(in €)

Capital at year-end

Number of existing preferred (non-voting) shares
Maximum number of future shares to be created

Revenue excluding taxes with various services andproducts
534,288,345 482,114,693 468,989,125 406,835,598 468,197,865
Result before tax, employee profit sharing,
depreciation and amortization, and provisions
66,517,604 69,244,672 39,790,993 29,018,235 28,545,062
Profit tax
Employee profit sharing due for the fiscal year
Result after tax, employee profit sharing,
depreciation and amortization, and provisions
Distributed result
Earnings per share
Result after taxes and employee profit sharing but
before depreciation, amortization, and provisions
Result after tax, employee profit sharing,
depreciation and amortization, and provisions
Diluted net income
Gross dividend per share
Personnel

4,098,617

2,687,458(7,291,843)(9,628,972)(5,724,643)

710,181

527,161484,823

651,990744,739

18,585,937 (77,407,478) 19,497,207 (12,699,402) (15,939,618)
6,320,558 (a)6,320,558

10,744,948

8,821,872

8,817,313

4.88

5.22

3.69

3.01

2.66

1.54

(6.12)

1.54(1.01)(1.27)

1.37(3.25)

2.58

1.40

2.95

(a)

0.50

0.85

0.70

0.70

0.50

Number of employees at December 31

1,038

1,074

1,060

1,030

998

Total wages

70,440,021

64,215,637

66,555,651

66,280,282

63,586,686

Total payroll taxes

37,506,756

32,393,613

31,181,601

32,246,353

30,457,702(a) This amount will be subject to the approval of the Shareholders of the General Meeting of May 24, 2024, called to approve the financial statements for the 2023
fiscal year.

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Other legal information

4.10.2 Information regarding the breakdown of Guerbet S.A.’s trade payables
and trade receivables by due date
4.10.2.1 Breakdown of trade payables by due date
The French law for the modernization of the economy introduced a limit on payment times of 60 days from the invoice issue date (or45 days end of the month), effective from January 1, 2009.
At December 31, 2023, the trade payables on the balance of Guerbet S.A.'s individual financial statements broke down as follows:
Past due morethan 120 days

Past due 61 to
120 days

Past due 0 to
60 days

Current

Total

—

—

1,930

7,684

9,614

2,530
2,530

1,252
1,252

10,884
12,814

4,924
12,60819,58929,203

Suppliers of Fixed Assets in France

165

96

373

2,197

2,831

Suppliers of Fixed Assets outside France

244

—

614

334

1,192

Payments outstanding on equity securities
Suppliers of Fixed Assets

72
481

—
96

—
987

—
2,531

72
4,095

3,011

1,348

13,801

15,13933,298(in thousands of €)Suppliers of Goods and Services in France
Suppliers of Goods and Services
outside France
Suppliers of Goods and Services

TOTAL

Invoices not yet received represented €55,915 K in Guerbet S.A.'s accounts at December 31, 2023.
At December 31, 2022, the trade payables on the balance sheet of Guerbet S.A.'s individual financial statements broke down as
follows:(in thousands of €)Past due morethan 120 days

Past due 61 to
120 days

Past due 0 to
60 days

Current

Total

Suppliers of Goods and Services in France
Suppliers of Goods and Services
outside France
Suppliers of Goods and Services

—

—

1,447

11,82913,276

1,163
1,163

1,600
1,600

6,774
8,221

3,190
15,01912,72726,003

Suppliers of Fixed Assets in France

3,538

103

922

1,709

6,272

Suppliers of Fixed Assets outside France

35

—

3

15,147

15,185

Payments outstanding on equity securities
Suppliers of Fixed Assets

72
3,645

—
103

—
925

—
16,85672
21,529

TOTAL

4,808

1,703

9,146

31,87547,532Invoices not yet received represented €56,679 K in Guerbet S.A.'s accounts at December 31, 2022.

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Other legal information

4.10.2.2 Breakdown of trade receivables by due date
At December 31, 2023, the non-Group trade receivables on the balance sheet of Guerbet S.A.'s individual financial statements
broke down as follows:
NON-GROUP TRADE RECEIVABLES
Article D. 441-I-2°: Invoices issued and unpaid
at the end of the year and in arrears
0 days(411 accounts)

1 to
30 days

31 to
60 days

61 to 91 days or
90 daysmore

Total (1 day
or more)

344

45

9

3

22

79

17,743

720

67

61

158

1,006

Late payment ranges
Number of invoices involved
Total amount, including taxes, of these invoices(in thousands of €)Invoices relating to disputed receivables or bad debts
Number of invoices excluded

2

Total amount, excluding taxes, of excluded invoices

1.1
Reference payment periods used (contractual or statutory period – Art. L. 441-6 or Art. L. 443-1 of the French Commercial Code)(in thousands of €)Payment periods used to calculate late payments

A vast majority of the payment periods used to calculate late payments arecontractual periods.

Invoices issued represented €541 K in Guerbet S.A.'s accounts at December 31, 2023.

4.10.3 Information on the acquisition of participating and controlling interests(article L. 233-6 of the French Commercial Code)
N/A.

4.10.4 Information on related-party agreements(article L. 225-38 of the French Commercial Code)4.10.4.1 Agreements entered during the fiscal year ended December 31, 2023
N/A.

4.10.4.2 Agreements entered into previously but remaining in effect during the last fiscal year
N/A.

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Other legal information

4.10.5 Other information from the management report contained in other sectionsof the Universal Registration Document
Apart from the information already presented in this chapter, the Guerbet group discloses other information that must be included in
the management report in accordance with the French Commercial Code. The table below indicates the section that the reader
should refer to for each type of information.

110

Type of information

Associated section of the Universal Registration Document

Research and development activity

The Guerbet Group – pages 24 to 29

Issue of performance shares and stock options to corporate
officers
Issue of performance shares and stock options

Corporate governance – pages 75 to 76

Equity stakes acquired during the fiscal year

The Guerbet Group – pages 30 to 31

Compensation of corporate officers:• Information on compensation• Information on pension commitments
Holders of capital and voting rights

Corporate governance – pages 60 to 76

Employee shareholdings

Capital and shareholding structure – page 84

Total dividends paid for the last three fiscal years

Capital and shareholding structure – page 83

Total non-deductible expenses referred to in Article 39-4of the French General Tax CodeFinancial statements and related notes – page 236

Employee, environmental and social information

Statement of non-financial performance – pages 111 to 172

GUERBET

Capital and shareholding structure – pages 88 to 90

Capital and shareholding structure – page 84

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5.1
5.1.1

STATEMENT OF NON-FINANCIALPERFORMANCECSR GOVERNANCE, STRATEGY,RISKS, AND OPPORTUNITIES112

CSR governance and organization

113

5.4

BUSINESS ETHICS

162

5.4.1

Human rights

162

5.4.2

Prevention of corruption and conflictsof interest

162

5.1.2

CSR strategy

113

5.1.3

Mapping of CSR risks and opportunities

114

5.1.4

5.4.3

Compliance with competition law

Guerbet’s contribution to the Sustainable
Development Goals

164

115

5.4.4

5.1.5

External recognition of Guerbet’s CSR
performance

Responsible use of laboratory animals
in research

164

116

5.5

CSR DATA CONSOLIDATIONMETHODOLOGY

165

5.2

PEOPLE117

Scope and methods of consolidation

5.2.1

5.5.1

165

Prevention

118

Change in scope of consolidation

5.2.2

5.5.2

166

Commitment

122

Methodological details and limitations

5.2.3

5.5.3

166

Development

127

Data responsibilities and controls

5.2.4

5.5.4

166

Inclusion

129

Quality indicators

5.2.5

5.5.5

166

Quality

133

5.5.6

Social indicators

167

5.5.7

Safety indicators

168

5.5.8

Environmental indicators

168

5.6

REPORT OF ONE OF THE
STATUTORY AUDITORS,APPOINTED AS INDEPENDENTTHIRD PARTY, ON THE
VERIFICATION OF THE
CONSOLIDATED NONFINANCIAL PERFORMANCESTATEMENT

170

5.3

PLANET

134

5.3.1

Decarbonization and climate issues

135

5.3.2

Resource conservation

142

5.3.3

Discharge control

143

5.3.4

Lasting partnerships

145

5.3.5

Life cycle assessment

146

5.3.6

Biodiversity

147

5.3.7

Green taxonomy

148

GUERBET

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STATEMENT OF NON-FINANCIAL PERFORMANCECSR governance, strategy, risks, and opportunities

This chapter is an integral part of the management report, in
accordance with articles L. 225-102-1, R. 225-105, andR. 225-105-1 of the French Commercial Code relating tocompanies’
transparency
obligations.
Thissocial,environmental, societal, and human rights information is
published as part of a continuous improvement process basedon the mapping of risks and opportunities specific to Guerbet.

5.1This chapter has been verified by an independent third-party
organization, whose limited assurance report is presented in
section 5.6.
A methodological note on data consolidation can be found insection 5.5 “CSR Data Consolidation Methodology,”
specifying the definitions, methodology, and scope of thevarious indicators.

CSR GOVERNANCE, STRATEGY, RISKS, AND OPPORTUNITIESOur corporate purpose, a strategic compass, is to build lasting
relationships for better living.
At Guerbet, we build lasting relationships. We believe in theconnection between human beings and the positive effects ofcooperation. Day after day, since 1926, we have endeavored
to ensure that these bonds develop, grow, and last.
We are committed to the long term thanks to the family origins
of our company and the convictions of those who are part of it.

At Guerbet, we believe that we have a role to play inimproving society. Our CSR commitment is aligned with our
corporate purpose, which describes why we do what we do
as a company in a unique way to address social andenvironmental issues.
In 2023, in line with its corporate purpose, Guerbet refocused
its CSR commitment on the two People & Planet pillars
described as follows: “In everything we do, we seek to build
lasting relationships to preserve the living world.”“Human cooperation” is key to all our relationships and actions
with patients, healthcare professionals, employees, publicauthorities, partners, Shareholders, society, and the world. Our
relationships are built on respect and integrity to ensure truly
value-driven cooperation.
For better living. We think of each patient who benefits fromour products somewhere in the world every second. We seek
to make their lives better through a diagnosis or a treatment that
we aim to be ever more effective. We give our attention to
every human being in our environment and aim to act
conscientiously to preserve living things. In all humility, we want
to be of service, and we do our utmost to achieve this.

112

GUERBETThe Group’s business model is presented in section 1.1 of this
Universal Registration Document.

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5.1.1

CSR governance and organization

Guerbet Group has been committed to a proactive CSR
approach for many years, historically driven by the Guerbet
family, the majority Shareholder.
The CSR strategy is proposed by Group Management andvalidated by the Board of Directors after receiving a
recommendation from the Ethics, Governance, and CSR
Committee.
At Guerbet, the ambassador team in charge of HSE & CSR
coordination reports hierarchically to the VP of Technical
Operations and functionally to the VP of Human Resources,
who are both members of the Executive Committee. The HSE &RSE team is responsible for developing the CSR commitment
and coordinating and implementing the road map with key
contributors.
Our previous CSR road map was developed for 2018-2023.
It was worked out based on the mapping of CSR risks andopportunities, designed in particular following interviews withmembers of the Executive Committee and members of theBoard of Directors.

5.1.2

In connection with our People & Planet commitment andbuilding on the actions that we have already initiated, we aredeveloping new road maps based on the work in progress on
the CSRD (Corporate Sustainability Reporting Directive,
designed to provide a framework for non-financial reporting at
the European level) and in connection with the double
materiality analysis.
In 2023, the new CSR policy was placed on the agenda of
the Executive Committee and the Ethics, Governance, and CSR
Committee of the Board of Directors, in particular to confirm our
new positioning: People & Planet. This meeting provided an
opportunity to present the progress made on the road map,climate risks and opportunities, and the decarbonization
strategy. Developments and progress in connection with the
CSRD were also discussed.
Our CSR commitments are integrated into the company’s
performance by incorporating CSR criteria in our internalmanagement and recognition tools: variable compensation for
the CEO, monthly safety and environmental indicators forindustrial performance, profit-sharing agreement, bonuses, andbonus share issue plans.

CSR strategy

Guerbet’s mission is to provide healthcare professionals withthe contrast media, medical devices, and innovative solutions
that are vital for diagnostic and interventional imaging to
improve patient prognosis and quality of life. Driven by our
passion for our work, every day we strive to combine
performance, quality, and sustainable development.

• by integrating environmental criteria throughout the life cycle
to preserve our planet.

In keeping with our medium-term strategic plan (see section 1.1“Our business model”), we are making our CSR commitment areal performance driver and a differentiating factor.
Our CSR commitment is aligned with our corporate purpose,
which describes why we do what we do as a company in aunique way to address social and environmental issues.
In everything we do, we aim to build lasting relationships toprotect living beings:• by creating all the conditions for cooperation to protect
human beings;

GUERBETThis ambition is built around our stakeholders and the identified
CSR risks and opportunities, taking into account Guerbet’s
activities and what sets it apart, to contribute to the Group’s
sustainable performance by supporting the deployment of its
development strategy. It is also consistent with the Group’s
values: ACHIEVE, COOPERATE, CARE, INNOVATE.

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STATEMENT OF NON-FINANCIAL PERFORMANCECSR governance, strategy, risks, and opportunities

5.1.3

Mapping of CSR risks and opportunities

Guerbet has formalized the mapping of non-financial risks and opportunities and the associated road maps using the following
methodology:
Formalization of the universeof risks and opportunities

Identification of the mainrisks and opportunities

Formalization of the road maps

• Taking into account the specificcharacteristics of Guerbet, customer
expectations, and requirements oflocal authorities• By conducting interviews with the
Chairperson of the Board of Directors
and the Chairperson of the Ethics,
Governance, and CSR Committee, as
well as with members of the Executive
Committee and Key Directors of theGroup• Taking into account existing control
policies/methods• Online rating questionnaire• Workshop to rate and identify
the main risks and opportunities• Validation of mapping by
the Chief Executive Officer• Analyses of best practices• Workshops with risk/opportunity
owners• Validation of road mapsby the Executive Committee• Presentation of the road maps
to the Board of Directors

Guerbet has identified the main CSR risks and opportunities, summarized and grouped in our People & Planet pillars and in the crossGroup Business Ethics pillar:
CSR pillars

CSR risks and opportunities

People• Attractiveness for talents and employee development to support the Guerbet strategy• Health and safety of persons contributing to the activities• Quality and safety of products and services• Environmental impacts on our plants• Environmental impacts of the supply chain• Impacts of climate change on our activities• CSR impact of purchasing• Risk of corruption, influence peddling, conflicts of interest, and anti-competitive practices

PlanetBusiness ethics

The progress of the associated road maps is reviewed annuallywith the contributors and presented to the Executive Committee
and the Ethics, Governance, and CSR Committee of the Boardof Directors.
These risks and opportunities are reviewed in connection with
the CSRD regulations and the resulting dual materiality analysis.
The main risks and opportunities are identified in the ES(statement of non-financial performance) by this logo:

The actions taken by Guerbet are identified in the ES by this logo:

114

GUERBETIn addition to its response to the main risks, the ES presents theGroup’s policies and actions in terms of collective agreements.
Guerbet also presents its animal welfare policy.
The risk of tax avoidance has not been identified as a material
issue for the Group. Guerbet Group neither encourages nor
promotes tax avoidance or operations in non-cooperative
countries and territories for itself, its subsidiaries, or its customers.
Actions to promote physical activity and sports, foster the bond
between the nation and the army, and supporting commitment
to the reserves have not been identified as material issues for
the Group. Local initiatives have been launched at certain
plants to promote sporting activities.
Although integrated into our daily actions, the fight against foodwaste and respect for responsible, fair, and sustainable foodsupplies has not been identified as a material issue for the Group.

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5.1.4

Guerbet’s contribution to the Sustainable Development Goals

The Sustainable Development Goals (SDG) define global sustainable development priorities and aspirations for 2030. As a socially
responsible company, Guerbet contributes to 15 of the 17 SDGs, summarized below and detailed in the CSR chapter.

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STATEMENT OF NON-FINANCIAL PERFORMANCECSR governance, strategy, risks, and opportunities

5.1.5

External recognition of Guerbet’s CSR performance

External awards
Guerbet was recognized as a socially responsible company for2022 and 2023. Guerbet was ranked 120th out of the
250 companies awarded the label (up 27 places) and 9th in
the health and pharmaceutical category out of 22 companies
awarded the label in this category (up 3 places) among the
2,000 companies with more than 500 employees and offices
in France.

The ranking is based on an analysis by the Statista Institute of asample group of 2,000 companies with more than
500 employees, offices in France, and a CSR or equivalentreport. The analysis focused on three areas: environmental,social, and governance. The Statista Institute also conducted acomplementary survey of 5,000 French people on theirperceptions of these companies.

External CSR results
Summary
Organization

EthiFinance non-financial
rating agency

International non-profit
organization

Non-financial rating agency

Purchasing pool
CAHPP (Central purchasing
pool for private and public
hospitals)

Purchasing group116

Scope/context

2021

ESG
Gaïa Research: agency specializing
in ESG ratings for companies listed
on European markets.

73/100

ClimateCDP recognizes the world’s mostactive companies in the fight against
climate change and the conservationof water.

Climate B

Social
Humpact measures the contribution toemployment in France of the main
listed companies.

4.5/5

72/1002023↗
Gold level
76/1002023 comments• 2nd in the Healthcare Equipment
and Services sector• 4/155, Healthcare sector• 8/113, national• 3/239, over €500 million
revenue category
This rating, improved from theprevious year, reflects Guerbet’s
maturity and efforts on ESG issues.

Climate B=
Climate B
Water BCSR
CAHPP supports 3,300 healthcare
institutions in their responsible
purchasing with the Green Rating
system.

NA*

CSR
Evaluation of suppliers in connection
with calls for tenders.

A

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2022

4.5/5

A+
79/100

=
4.5/5

↗ A++
rd
3 prize
90/100

New for 2023: Guerbet’s
participation in the CDP Water

4/24 sector
37/295 listed companies
3rd in the pharmaceutical sector witha score of 90/100
DM: score of 85/100* Questionnaire redesign

A
16/20

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A↗ 18/202023

On a scale from A to E

STATEMENT OF NON-FINANCIAL PERFORMANCE
People

5.2

PEOPLEIn everything we do, we aim to build lasting relationships to protect human beings by creating all the conditions for cooperation
based on five focuses:• Prevention;• Commitments;• Development;• Inclusion;• Quality.

Guerbet applies a responsible social policy towards its
employees based on:

BREAKDOWN OF WORKFORCE BY REGION(in %)• the fundamental principles of Balance, Fairness, and Ethics,
structured around the following five main focuses: Quality,
Prevention, Development, Inclusion, Commitments;• the Group’s values: ACHIEVE, COOPERATE, CARE,INNOVATE.
Respecting its employees is one of Guerbet’s central concerns,
as evidenced in its “CARE” value, applied to all the actors in its
ecosystem. The Group believes that the people who work at thecompany are the driving force behind its success. Their wellbeing and safety are a guarantee of lasting performance.
Within this people-friendly framework, Guerbet relies on a strong
health and safety culture, promotes diversity, does not tolerate
any discrimination or harassment toward others, and bases its
sustainable development on listening and social dialog.
As of December 31, 2023, Guerbet Group had 2,920
employees worldwide(1).

(1)

Under its responsible purchasing policy, Guerbet works onlywith suppliers who respect human rights and labor laws.
Therefore, suppliers must not use forced labor, child labor, or
illegal workers under any circumstances and must also ensure
safe, healthy working conditions. These aspects are detailed in
sections 5.3.4 “Lasting partnerships” and 5.4.1 “Human rights.”

This year-end headcount includes employees associated with the acquisition of Intrasense. The year-end headcount excluding Intrasense was 2,859.

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People5.2.1

Prevention

We put our purpose into action every day by taking care ofothers. The health and safety of our employees and the people
who contribute to our activities are a priority embodied in the
CARE Value.
Internally, this is reflected in the importance given to employee
safety and health. Our ambition is to strengthen our safety culture
with a view to achieving “zero incidents.”
Regarding Health, Safety, and Environment (HSE), ourapproach is based on the Guerbet Operational Excellence
Program and the following principles of continuous
improvement:• appropriation and implementation of Group standards;• Guerbet regularly measures noise levels at workstations.
These noise maps are used to update risk assessments.
Guerbet provides hearing protection for the most exposed
positions and works to reduce noise through investments orworkstation adjustments;• consideration of HSE issues from the start of projects;• commitment by everyone to apply the Guerbet Values(CARE), rules, and safety behaviors;• commitment by everyone to suggest ideas for improvement
and to report hazardous situations;• reporting of events, root cause analysis, and cross-plant
feedback;• strong, visible leadership from managers, especially through“field safety visits”;• regular training and awareness raising;• risk assessment and management: for our French sites, weupdate our single document and associated action plans atleast once a year and whenever changes require it. Outside
France, the plants use position or task analyses;• preparation for emergencies.

• chemical risk assessment and exposure to hazardous
substances are part of the overall risk assessment process.
Guerbet conducts specific analyses to identify positions
potentially exposed to hazardous products. Biological risks
are also included in these exposure measurements;• appropriate visual management;
In line with the Group’s strategy, Guerbet has formalized its
HSE vision and designed the 2023 HSE road map with theobjective of reinforcing the safety culture. This vision and theHSE road map were built around the following 10 structuralelements of Guerbet’s HSE management system.

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STATEMENT OF NON-FINANCIAL PERFORMANCE
PeopleGuerbet’s policy aims to preserve the safety and health ofpeople at work through prevention actions and measures toimprove working conditions. Safety and health are factors in
the monitoring of management performance.

• encouragement of safety leadership by managers (HSE
dialog, presence in the field, leadership training, etc.);

Prevention actions are carried out in conjunction with theoccupational health units and local health and safety bodies,such as the Internal Incident Prevention Committee in Rio andthe Works Councils and health, safety, and working conditionscommittees in France.

In 2023, we launched the “We get what we deserve” safety
initiative. This initiative consists of training and raisingawareness among managers and their teams about the needfor strict compliance with the rules and having all our
employees accept that we cannot tolerate risky behavior or ruleviolations, which could have managerial consequences. We
therefore clarified the rules and trained the managers, asking
them to commit to zero tolerance, providing a clear distinction
between kindness and complacency.

Guerbet deploys awareness programs involving employees by
setting up teams of Safety Champions, for example, andorganizing HSE days at all the industrial plants and at the head
office, coordinated notably by employees, Safety Champions,
and/or managers.

5.2.1.1• programs to encourage HSE improvements through reward
systems (safety category awards).

CHANGE IN THE GROUP’S SAFETY PERFORMANCE

Safety of people

Achieving our safety objectives is the primary responsibility ofthe management team and requires the commitment of eachGroup employee.
The Group set a goal of reducing the TRIR(1) by 64% between
2017 and 2023. This indicator includes lost-time incidents,
with medical restrictions or with medical treatment.
Improving safety results is a key annual objective for all
employees:• for the CEO and COMEX members;• for industrial managers;• for eligible employees, the reduction in the number ofincidents is one of the criteria used to calculate variable
compensation;• for Guerbet employees in France, for whom this indicator is
included in the profit-sharing calculation.
Each industrial plant has a dedicated HSE organization
reporting hierarchically to the Plant Manager and functionallyto the Group HSE and Risk Manager. Safety correspondents
have been identified for the sales subsidiaries.
The HSE Operational Excellence Program of the industrial
plants is supported by:• communication on HSE and security events according tostandardized definitions within 24 hours at the Group level;• monthly reports from each plant to the Group HSE and Risk
Management team on performance, management, andaction indicators;• performance reviews conducted quarterly at the industrial
plants;5.2.1.2

Industrial safety

The production of active ingredients for contrast media entails
safety and environmental risks. These risks are inherent in thehazards involved in manufacturing, transporting, using, anddisposing of the raw materials, solvents, reactants, synthetic
intermediates, and other products used.
Three of our industrial plants have the Seveso 3 classification:• high threshold for the Dublin and Marans plants;• low threshold for the Lanester plant.
These three plants are subject to specific requirements throughprefectural orders concerning them. They regularly conduct andreview hazard studies. These result in the introduction andmonitoring of risk control actions to avoid industrial incidents.
Internal procedures and staff training allow us to incorporate
regulatory changes and maintain skills to control specific risks.

• cross-plant sharing of information and outside feedback
through monthly meetings and an annual seminar;(1)

Total Recordable Incident Rate: ratio of the number of incidents to the number of employees.

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PeopleIn consultation with local authorities (DREAL: Direction régionale
de l’environnement, de l’aménagement et du logement), theLanester plant decided to maintain certain requirements related
to its former high-threshold classification, including theorganization of emergency response systems, the safety
management system guaranteeing the implementation of robust
risk prevention processes, and the technological risk prevention
plan (PPRT) to protect local residents. This decisiondemonstrates the high standards for continuous improvement inareas of industrial safety to ensure the safety of employees,
local residents, and the environment.

Group’s HSE and Risk Management team is responsible forcoordinating REACH with internal and external contacts andensuring that all chemicals concerned are registered.

The Marans and Lanester PPRTs manage urban development
within defined areas according to the risks. Internal measuresand investments to reduce the likelihood and consequences ofincidents have been reinforced by regulatory requirements for
greater protection of local inhabitants.

In the industrial plants, in collaboration with the occupational
medicine service, prevention programs are implemented
according to the identified risks, such as hearing, vision, andatmospheric tests and training in the use of personal protective
equipment (PPE). Awareness-raising activities are carried out topromote health, such as Pink October to raise awareness ofbreast cancer and Blue November to raise awareness of malediseases.

Guerbet’s production plants are regularly audited and visitedby the Group and inspected by the supervisory authorities.
The Marans plant has been a signatory of the Responsible
Care® initiative since 2019.
This initiative is the global chemical industry’s
shared commitment to the safe management ofchemicals throughout their life cycle and thepromotion of their role in improving the quality oflife and their contribution to sustainable
development.

Closer look at the European REACH regulation
The European REACH Regulation (Registration, Evaluation,
Authorization, and Restriction of Chemicals) came into force onJune 1, 2007. The objective of this regulation is to protect
human health and the environment by improving theidentification of chemical substances and the intrinsic knowledgeof their hazardousness. Guerbet has organized its activity tocomply with the Regulation and ensure its implementation. The

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5.2.1.3

Occupational healthWith the occupational health units and the local health/safety
bodies, Guerbet implements a health and prevention policy,
actions to improve working conditions, and appropriate
medical monitoring to preserve the physical and mental
integrity of its employees.

Through appropriate medical monitoring, Guerbet is able toanticipate employees’ unfitness for work and provide solutions
for adjustments of workstations or working time. Where
appropriate, Guerbet looks for personalized job redeployment
solutions, with the help of its disability committees, to try toretain employees in the workplace.
Many health initiatives are accordingly implemented in theplants and subsidiaries, such as the introduction of new
equipment and/or organizational measures to improveergonomics. We also offer awareness-raising campaigns on
health, nutrition, high temperature risks, smoking, andcardiovascular disease as well as vaccination campaigns.
Guerbet offers all its employees in France access to a remote
medical consultation service, including a psychological support
unit, through preventative healthcare.

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People5.2.1.4

Action plan and results

As part of its health and safety policy, Guerbet has established the following road map aiming at “zero incidents” in its plants:
Objectives and key focusesfor 2018-2023

Theme

Actions, progress, and results in 2023

Group safety• Decrease the incident rate (TRIR)
for Group employees, withan objective of 0.5 in 2023
• Improve incident monitoringfor outside contractors• 14 recorded incidents, in the TRIR sense, for the Group
as a whole, including 11 lost-time incidents• The TRIR for the entire Group was 0.49, compared with 1.4
in 2017• The workplace incident frequency rate was 2.4• The severity rate for year N was 0.06
• The average severity rate over two years (N + N-1) was 0.09
• The severity rate for years N + N-1, taking into account days lostin year N-1 counted in year N up to a limit of 365 consecutive
days, was 0.10

Safety of people,
industrial safety,
and environmental
impacts on theindustrial plants• Implement the 2018-2023
industrial HSE road map• Perform HSE audits every two
years at 100% of the industrial
plants• Standardize the management
and action indicators for all
the industrial plants• Roll out the Group HSE policy
at each of the industrial plants• Rollout of the 2023 industrial HSE road map:• reinforcement of vital procedures (confined space guidelines)• continuation of the process risk analysis program (Hazop)
at active ingredient production plants• studies of business continuity and emergency response plans• continuation of the gradual launch of the Group’s HSE softwareat the industrial plants• HSE days at the industrial plants and the head office• deployment of the guidelines on roles and responsibilities• Regular visits to the French and Dublin plants by the HSE & Risk
Manager• Definition of the 2023-2025 HSE road map• Launch of a zero-tolerance initiative for safety rule violations

Safety of sales
subsidiaries andadministrative units• Deploy the TRIR indicator eachmonth and establish
communication within 24 hoursof potentially serious incidents• Construct the sales andadministrative HSE road mapon the basis of the actions carriedout in the French sales subsidiary
and at the head office• Maintaining and adapting protection and prevention measures
to preserve employee health and safety• Safety training, including safe-driving training for our medical sales
representatives

Health• Continue to implement the HSEroad map• Continue preventive healthinitiatives• No occupational diseases were reported according to the criteriaof local regulations• Influenza vaccination campaign at all industrial plants
and for certain administrative and sales entities• Promotion of health during plant HSE days or throughcommunications on health topics (tobacco, cardiovasculardisease, etc.) or on certain occasions such as Pink October
and Blue November

5.2.1.5

Closer look at social protection

Guerbet ensures that its employees receive social welfare
benefits in accordance with the regulations and practices inforce in the various countries in which Guerbet is present.

GUERBETIn France and the United States, given the trends in healthcare
expenditures and coverage, Guerbet strives to maintain a goodlevel of healthcare benefits for its employees. With regard to
personal protection, Guerbet insures its employees against
major personal risks.

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People5.2.2

Commitment

Guerbet has a Human Resources (HR) policy geared towardsocial engagement and seeking to attract potential and key
skills for its areas of activity. Through a policy of ongoingprofessional development, we also promote internal mobility
and the development of skills. Guerbet’s human resource
policies are designed to support its ambitions regarding
employee recruitment, development, performance assessment,
and recognition.

5.2.2.1

Guerbet’s initiatives aim to secure employee engagement by
developing initiatives for managers through a recruitment
recommendation system, inclusion of questions onunderstanding and adherence to the Group’s corporate
purpose and values in candidate interviews, and thecontinuation of the volunteer program in France and the UnitedStates and its launch in other regions.

As part of its policy of attracting and retaining employees,
Guerbet is developing its employer brand, thereby reflecting
strategic changes and aiming to make the Group more widely
known and more attractive to new talent.

The implementation of HR policies is supported by a Human
Resources Information System (HRIS) for management of all
Group HR policies.

Recruitment and integration policy

Background and policy
Guerbet favors lasting employment, in line with the long-term
vision of its strategy, and applies a recruitment policy to supportchanges in its business model, highlighting the need to attract
strategic skills and scarce profiles. At the end of the year, 94%of employees were on long-term contracts.

Guerbet has a global co-opting program, encouraging its
employees to recommend people they know professionally or
personally for job openings within the organization.
For newcomers, Guerbet organizes a personalized orientation
program and quarterly induction sessions to present theGroup’s activities and strengthen their feeling of being part of
the Group. These sessions are led by members of the Executive
Committee or Management. Each plant also adapts these
integrations locally. For example, the Aulnay-sous-Bois plant has
set up various communications on the Guerbet Inside
collaborative platform to announce newcomers and organize
regular plant visits. The industrial plants also organize
immersion days for employees from other entities, in particularfor head office employees.

Action plan and results
Theme

Objectives and key
focuses for 2018-2023• Strengthen the
Recognition
employer brandand recruitment
globally• Recruit key skills
at all levels of
the company

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Actions, progress, and results in 2023

• Continuous improvement of the recruitment policy: clarification of the process
and the roles and responsibilities of each person (manager, HR, recruiter)• Continuation of the project to improve the digitalization of the recruitment process• Continuation of the co-opting recruitment program• Identification and creation of new talent pools• Identification of new institutions (schools and universities) for new partnerships

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People5.2.2.2

Recognition policy

Background and policy
Global recognition policy
Guerbet’s employees are key to the Group’s success. The
recognition policy is an essential factor in its long-term
performance.
Our global recognition policy covers all components ofcompensation for the company’s employees. This policy
includes monetary and non-monetary components, such as
profit sharing, long-term compensation, and all employee
development components. Guerbet’s recognition policy has
several objectives:• attract and retain employees;• equitably recognize the contribution of employees to
Guerbet’s strategy in a context of transformation;• regularly analyze the competitiveness and structure ofcompensation compared with market baselines and country
practices.

Annual increases take into account the employee’s individual
performance as well as the positioning of the employee’s salary
relative to the market. In addition to this fixed compensation,
there is variable compensation in the form of bonuses and/or
profit sharing tied to individual and collective objectives
incorporating CSR criteria (such as safety and the environment)
and other factors.

Indirect compensation and benefits
In addition to direct compensation, we offer a “Compensation
and Benefits” package that includes the following components:• monetary and non-monetary recognition of individual andcollective performance;• competitive welfare, health, and retirement coverage;• granting of bonus performance shares: since 2016, theGeneral Meeting has authorized the Board of Directors to
issue performance share allocation plans. The most recent
plan was approved by the Board of Directors in 2023 andincludes financial and CSR criteria;• company cars available to certain categories of employees;

Direct compensation• certain expenses covered, depending on local laws;

We offer our employees attractive compensation tied to theassessment of their contribution to the company’s success.

• possibility of teleworking and implementation according toeligibility categories.

Action plan and results
Theme

Objectives and key focuses for 2018-2023

Actions, progress, and results in 2023

Compensation• Involve employees in the company’s growth anddevelopment, in particular by granting performance
shares to enable Group employees to become
Shareholders• A new performance share plan was approvedin 2023 based on financial and CSR criteria• At December 31, 2023, 3.66% of the share capital
was held by the Group’s employees

5.2.2.3

Quality of life at work

Background and policy
Guerbet’s ambition is to promote a good work/life balance by
providing a satisfactory working environment for its employees.
This approach includes the creation of a safe working
environment, attention to the development of management
practices promoting proximity with employees, and attention totheir well-being.
A safe working environment contributes to the quality of life atwork, which is reflected by our key focus: Safety First. Guerbet isa player in healthcare. Internally, this mission is reflected in thepriority given to employee safety and health.
To enable employees to learn of and understand progress on theGroup’s strategic plan and to make it meaningful, the Executive
Committee organizes a videoconference for all Group
employees once a month.
Employee information and expression are also promoted by theavailable digital solutions, such as the collaborative software
solution Guerbet Inside, the online collaboration tool thatfacilitates teamwork, relationships, and dialog.

GUERBET

Guerbet is gradually deploying programs to improve the qualityof life and working conditions (“QLW”) and prevent
psychosocial risks (PSR). It also conducts targeted employee
surveys involving local management:• the QLW policy is part of the mandatory annual
negotiations for all French entities;• in 2023, management conducted a new engagement
survey among all Group employees with a focus on thethemes of communication, team collaboration, work-lifebalance, ethics and corporate responsibility, work
atmosphere, recognition, and working conditions. The
questionnaire’s employee response rate was 77% (up8 points from the previous survey). This approach of actively
listening to our employees and collaborating has allowed
action plans to be built and deployed. Employees andemployer and worker representatives are regularly informedof progress on action plans;• Guerbet has designated a psychosocial risk official for
Guerbet S.A. to strengthen the concerted efforts ofManagement and employee representatives;

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People• signing the agreement on teleworking to promote work-lifebalance by providing good-practice guides for theorganization of working at home and on-screen work;• running workshops on “conscious management of physical,
mental, and emotional resources in everyday life.”
Guerbet takes psychosocial risks into account in its
management and deploys appropriate plans and programs. As
part of this, a concrete action plan has been rolled out at the
French plants to:
1. promote the right to disconnect;
2. train managers in objectification of the workload andinvolve them in co-development sessions;
3. coordinate the internal liaison group made up of regularly
trained employee volunteers;

In 2023, initiatives to raise awareness and provide training in
the prevention of psychosocial risks were carried out, including
training for managers in Aulnay-sous-Bois and Villepinte and anawareness campaign in Lyon as part of the plant’s HSE day.
Support programs are in place at the Cincinnati, Dublin, andRaleigh plants and the sales subsidiaries in North America andAsia-Pacific to assist employees experiencing difficulties.
Guerbet offers all its employees in France access to a remote
medical consultation service, including a psychological support
unit, through preventative healthcare.
In addition, to foster pride in belonging and employee
satisfaction, Guerbet encourages employee involvement andthe organization of initiatives and events at the local andGroup levels.

4. protect the health of independent executives in France
through a special annual interview about their workload.

Action plan and results
Objectives and key focusesfor 2018-2023

Theme

Employee satisfaction

5.2.2.4• Deployment of targeted surveys
involving local management

Labor relations

The Group has always encouraged dialog with employee
representative bodies, which it considers to be full-fledged
partners. For Guerbet, social dialog is conducted on the basisof mutual trust. It can be a lever for performance and a driverof transformation. It is based on transparency, communication,
respect, and a shared commitment to achieving results.
Similarly, union rights are recognized and respected in all
countries where Guerbet operates.
Two employees are members of the Board of Directors. They
serve six-year terms and have the same rights as any other
Director. A representative of the CSE also participates in Board
meetings without voting rights.
The Group’s social responsibility policy takes various forms in
France, including agreements on gender equality in theworkplace, quality of life and working conditions (“QLW”),

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Actions, progress, and results in 2023

• Continuation of the program with a new engagement surveyof all Group employees• The questionnaire’s employee response rate was 77%(up 8 points from the previous survey)
working time arrangements, working conditions, teleworking,and, more generally, employment. Collective working timearrangements have been introduced in the production sectors.
Conference calls organized by the Group Executive Committee
each month help employees know and understand progress on
the Group’s strategic plan.
In a broad sense, labor relations at Guerbet involve:• promoting communication between all internal stakeholders:dialog between social partners and Management, between
managers and their teams, and between the various sectors;
and• preventing conflict by encouraging free expression andbeing receptive, dealing early with potential situations ofconflict, giving attention to working conditions, andgathering proposals for improvements.

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People5.2.2.5

Commitment of Guerbet and its
employees to societal challenges

Guerbet has a global volunteer program: Guerbet Positive. It is
a commitment made by the company and its employees, apractical human contribution of value to non-profit
organizations, their beneficiaries, and the causes supported, inline with our corporate purpose, values, and CSR strategy.

wishing to support inhabitants in priority neighborhoods targetedby the government’s policy for the cities, with ambitious,
quantified, evaluated objectives. The government has four mainareas of commitment “for a targeted, shared and high-impact
Pact.” Because of its strong historical roots in economicallytroubled areas, Guerbet’s commitment to the PAQTE reflects theGroup’s societal responsibility and its determination to become
actively involved in these areas of activity.

5.2.2.6
Each employee volunteer can devote three days a year ofworking time to engage in expertise-based or field volunteer
activities for the benefit of charitable organizations related tothe causes supported by the program: health, environment,
diversity & inclusion, and solidarity with local issues.
Since its launch in 2021, the program has been graduallyrolled out across the Group’s entities. It is in place in France,
the United States, Prague, South Africa, Japan, our LATAM
entities, and England.
Local champions and ambassadors in each region are
responsible for rolling out and running the program.
This program reflects the commitment of Guerbet and its
employees through initiatives to support individuals withdisabilities and address health issues or efforts to address local
needs and issues. Within this framework, in addition toindividual volunteer activities, the plants organize initiatives
during sustainable development weeks or at the end of theyear, such as picking up litter, fundraising, and food
distribution.
In 2023, more than 210 employees volunteered during theirworking hours (compared with 48 in 2022), working witharound 30 organizations, for an employee participation rate in
the program of more than 10%, in connection with theirpersonal or professional skills, field activities, team activities, or
fundraising.
Guerbet also remains committed in France to the organization
Nos quartiers ont des talents (NQT). Through this partnership,
employees
mentoryoung
graduatesfrompriorityneighborhoods and from disadvantaged social backgrounds.
They help them define their career plan and improve their job
search tools. They can also give them advice on adapting tocorporate culture, prepare them for job interviews, develop
their professional network, and help them gain self-confidence.
Since 2018, Guerbet has been involved with the Frenchgovernment initiative PAQTE (Pacte avec les quartiers pour
toutes les entreprises). This pact is a commitment by companies

GUERBET

Relations with local authorities
and communities

Guerbet attaches particular importance to the quality of its
communication with local and national authorities andundertakes to work with them in a transparent and responsible
way, especially through its Public Affairs Division. Guerbet
contributes to public debate by providing public institutions,legislators, and policymakers with technical expertise at the
local, national, and international levels. In France, in
accordance with the Act of December 9, 2016, ontransparency, the fight against corruption, and themodernization of economic life (Sapin II), Guerbet is included
on the public register of lobbyists.
Guerbet is a member of various professional clusters andassociations, especially in France: LEEM, France Chimie, G5Santé, MedTech In France, French Healthcare, club ETI Île-deFrance, Medicen Paris Region, and others. Guerbet is also amember of trade associations in many other countries.
Guerbet develops research partnerships across all thecontinents, including the United States, Asia-Pacific, andEurope (detailed in section 1.6.5: “Public-Private Partnerships”).
Guerbet also supports various organizations and associations.
The Group recently established Guerbet Positive (detailed in
section 5.2.2.5 “Commitment of Guerbet and its employees tosocietal challenges”), a program allowing employees to do
volunteer work for up to three days a year during their working
hours. The areas of engagement cover the topics of diversity
and inclusion, environment, health, and local issues.
Guerbet also encourages employee involvement throughpartnerships with local high schools and universities (seesection 5.2.2.5 “Commitment of Guerbet and its employees tosocietal challenges”).
Guerbet develops relationships locally to promote the economic
development of the regions in which it is established. Guerbet’s
industrial plants have close relationships with their local
ecosystem and maintain contact with public authorities on
issues such as the environment, employment, and industrial
investments.

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PeopleGuerbet is in regular contact with local authorities, particularly
at its Seveso plants (see section 5.2.1.2 “Industrial safety”). In
Marans and Lanester, the Plant Monitoring Committees (CSS),
composed of five groups (state authorities, local authorities, theoperator, local residences, environmental organizations, andthe operator’s employees), provide a forum for discussions andexchanges of information with a view to preventing
environmental risks, monitoring the activity of safety-classified
plants, and promoting public information.

Guerbet is also a committed stakeholder in the regions in which
it operates. In 2022, Guerbet updated the economic study
conducted for the first time in 2018 that measured the national
and local impacts of Guerbet’s activity on the French economy
in terms of direct and indirect employment, investments that
contribute more than two thirds to companies in France, andvalue added.

From 2011 to 2021, Guerbet’s growth in value added wassignificantly more dynamic than in the rest of the economy andsimilar to the pharmaceutical sector as a whole.

Closer look at interactions
with healthcare professionals

5.2.2.7

Relations with patientsand healthcare professionals

It is essential for Guerbet’s teams to meet the expectations ofpatients and healthcare professionals by guaranteeing theavailability of safe, effective, high-quality products and services
and disseminating useful, reliable, substantiated information.
Guerbet also manages its interactions with healthcare
professionals in strict compliance with local regulations. The
Group interacts with patient organizations and patients in a
respectful, transparent manner.

Closer look at product information
Guerbet has a responsible promotion policy and respects thepatient/physician relationship. The Group ensures that its
information is objective, is not misleading, and promotes therational use of its products. All promotional materials areproperly checked and approved to ensure regulatorycompliance.

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Guerbet encourages scientific interactions with healthcare
professionals for the benefit of research or medical training andin compliance with local regulations.
To avoid any risk of conflicts of interest that could harm publichealth, the Group discloses its interactions with healthcare
professionals in accordance with applicable regulations. To
protect patient health, Guerbet respects the independence of
healthcare professionals and requires its employees to behave
ethically in their business practices.

Closer look at interaction
with patient associations
Patients are at the heart of what Guerbet does. The Group
interacts with patient organizations and patients themselves in atransparent and non-promotional manner. It works with them
ethically and legally.
By exchanging views and listening to patients’ experiences andthe challenges they face, we can shape the future of medical
research and disease management, from diagnosis totreatment, to better address patient needs. Only through open
and transparent dialog between patients and the company can
we ensure that the patient’s perspective becomes an integral
part of the way diagnostics, drugs, and medical devices areresearched, developed, and delivered to patients.

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PeopleOur partnerships with patient organizations help us to improve
our knowledge of patient pathologies and information on our
products and services available to patients and to optimize thecare they receive.

5.2.3

To ensure transparent, ethical relationships, the principles ofcollaboration between Guerbet, patient organizations, andpatients are defined in a dedicated corporate policy
established in 2020.

Development

Background and policy
Guerbet Group has a job and skills policy. This policy is basedon the continuous development of employees’ skills, enablingthem to acquire the knowledge, know-how, and interpersonal
skills needed to master their job, striving for excellence andlinking with businesses and careers to prepare for the future.
This policy is also based on the development of links between
sectors to permit the acquisition of new skills, and it fosters
employees’ mobility by enabling them to move to otherpositions within the company.

Continuous development of employee skills
Guerbet invests in the continuous development of its employees’skills, so as to acquire, develop, and consolidate the skills
needed to perform their job functions in accordance with theapplicable regulations and procedures, with a view toachieving full success and continually improving performance.
Guerbet also anticipates skills development needs to respond to
expected changes in the sector, thereby supporting thetransformation of the company and the achievement of its
priority objectives in line with the Group strategy.
The areas of skills development are built in particular aroundthe areas of Diagnostic Imaging, Interventional Imaging,
Digital, and Augmented Intelligence in order to succeed in our
projects and meet the expectations of our customers in the
launch of our new products and solutions.
Particular attention is also given to operational excellence andcontinuous improvement, supported by digitalization and data
analysis, to implement the strategy as efficiently as possible.
Guerbet is also vigilant in its compliance with ongoing changes
in regulations and quality and safety requirements, while
ensuring the utmost respect for the environment and a safe,
healthy working environment for all employees.
To ensure that the Group’s development is managed with the
expected vigor and success, management and leadership skills
and project management skills are encouraged and supportedby specific programs.

GUERBETIn addition to the technical and managerial skills development
programs supporting this development, a participatory culturaltransformation program has been launched to support thedevelopment of cross-functional soft skills for successful
development at all levels in connection with the Group’s
objectives and values.
Lastly, to continue to promote the Group’s growth in aninternational context, Guerbet has maintained its investment inforeign language learning, including access to an online
learning platform for all employees.
A variety of learning formats are offered to meet these technicalor human skills development objectives, such instructor-led
courses, coaching/mentoring, conferences, e-learning, readingof documents, and on-the-job training, in a work situation, in
person, or remotely.
Also noteworthy is the use of the Guerbet Inside collaborative
software solution, which promotes co-development throughcommunities, the exchange of information (blog articles,
videos, webinars, etc.), good practices, and tutorials,
contributing to the learning culture within the Group.
This culture of learning between employees is reinforced by the
involvement of internal trainers at the various Group plants.
During the collective training sessions that they lead, they share
their expertise and know-how, contributing to the transfer andcapitalization of knowledge and the development of networks.
In France, to support its in-house trainers, Guerbet launched an
initiative offering training to trainers, including training on tools
and pedagogical, design, and facilitation methodologies forboth synchronous and asynchronous formats. These design skills
are reinforced by the availability of authoring tools so thattraining experts who want to share their expertise more quickly
can easily design digital modules (e-learning).
In several countries, Guerbet also supports the personal
initiatives of employees who wish to invest in thesedevelopment activities. In particular, for French employees
using their personal training account (CPF), Guerbet has
implemented a policy of matching days and financial
contributions.

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PeopleThe definition and monitoring of employee skills development
plans are part of the annual performance management cycle
and are the subject of interviews between employees andmanagers. Managers prepare for this with the help of humanresources, in particular by sharing best practices and raisingawareness of the main mechanisms that can be mobilized.
Continuing training thus contributes to the company’ssustainable development, aiming to increase employees’
expertise to support its growth and develop their employability.
The development of all employees remains a priority for theGroup. With this in mind, in 2023, Guerbet maintained its
objective for each manager to ensure that more than 70% of
their team members completed at least one development action
during the year. This objective has also been incorporated into
the long-term compensation policy for managers.

Supporting the development of leaders
Development programs for potential leaders
As part of the preparation of succession plans for key functions,Guerbet offers a specific development program, Guerbet
Development Center, open to employees showing potential for
appointment to a key position in the company.
Participants in this nine-month program include employees fromvarious countries, of differing professions, ages, gender, andseniority levels, supervised by internal coaches. This is a year
full of experiences and learning focused on the development oftransformational leader skills. The program offers seminars(including presentations, group workshops, challenges, andawards), webinars, in-house and outside speakers, and a
project completed as a cross-functional international team. The
issues addressed focus on the main characteristics of a Guerbet
leader, including self-awareness, self-awareness as a leader,and knowledge of the company (its core business anddevelopment strategies), with a focus on the Group’s values(CARE, COOPERATE, INNOVATE, ACHIEVE) and explorationof opportunities for advancement within the Group (networking
and career path).
This initiative makes it possible to strengthen our succession
plans at all levels in key positions in advance. It also
contributes to the motivation, commitment, and retention of
employees as well as to the development of a sense of
belonging across the Group.
In 2023, following on from the Development Center, Guerbet
introduced a mentoring program offering the opportunity for a
one-year special mentor/mentee professional relationship. The
more experienced mentor supports the mentee by providing
advice and sharing knowledge, experience, and relationships
with the aim of achieving the development objectives agreed
upon at the start of the program.

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Global leadership development program
Aware of the pivotal role of managers in employee
development and with the objective of supporting the Group’s
permanent transformation and the development of all
employees, Guerbet invests in strengthening the managerial
and human skills of its managers at all levels of theorganization.
One of the objectives of the program is to give Guerbet’s
managers the tools and attitudes to engage their teams over thelong term, strengthen their confidence in this role, and develop
their leadership: engage, develop, and recognize theperformance of employees.
The program has since been rolled out at all managementlevels and across all geographical regions.

Closer look at the internal and international
mobility policy
The implemented policy encourages all teams to consider
career prospects within a Group scope. It aims to identify newtalents and develop and strengthen employee engagement andis part of the skills development policy.
Internal mobility includes promotions or a change of region.
Regardless of their seniority and position in the company, allemployees are eligible for internal mobility and areencouraged to express their desire to their manager and HR
during career discussions. Our teams circulate vacancies to
employees to encourage internal mobility and participatory
recruitment. Two employees took advantage of an international
mobility opportunity in 2023.
Guerbet has launched the Graduate Program to support thedevelopment of young employees in key, critical, or niche
positions where skills are in short supply. This program enables
young graduates to discover several business areas and/or
plants over a period of one to two years, boosting their careersand enabling them to move into strategic positions within theGroup. For Guerbet, this is also part of a process of preparing
succession plans. For example, depending on the challenges,
needs, and ambitions of the division, we can propose a
program consisting of three six-month rotations/assignments,
including one abroad.
The use of Volunteers for International Experience (VIE) in our
subsidiaries (outside France) is also encouraged forinternational mobility by offering the possibility of taking on
multiple assignments in various entities for employees under theage of 28.

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PeopleAction plan and results
Theme

Objectives and key focusesfor 2018-2023
Actions, progress, and results in 2023

Employeedevelopment
and talentmanagement• Deployment of global • 88% of employees have completed at least one training course
employee skills• Skills development, including international development programs:
development programs• Guerbet’s internal development programs for potential leaders:to support the Group’s▪ Development Center: 21 potential leaders participated over the 2023-2024
development by
period, for a total of 64 potential leaders since its launch in 2019
increasing strategic▪
Mentorship: 25 potential leaders participated over the 2023-2024 period
skills•management
and leadership program: 116 managers joined the program this• Gradual deployment
year,
for
a
total
of 567 managers who have participated since the launch in 2020of Learning•
projectmanagement
program: 125 participants this year, for a total
Management Systemof 306 international participants since its launch in 2022
(LMS), a single
management training• “cultural transformation” program: 177 participants this year, for a total of moremanagement tool,
than 381 international participants since its launch in 2022
throughout the entire• training in new skills (medical devices, digital, etc.) through the implementation
Guerbet Groupof international programs in which 235 employees participated, for a total
to facilitate overallof 811 employees since 2021
management• Digitalization of training:• Deployment of the• a single management tool for regulatory/quality/safety training deployedindividual development
throughout the Group since 2021 and a project underway to upgrade
plan as part of theto a more powerful system for managing all training
annual performance• initiatives to develop e-learning internally: 20 active licenses for in-house trainers
evaluationand experts• 154 employees received language training this year, including through the online
language learning platform offered by Guerbet• 1,928 employees active on the Guerbet Inside internal social networkwith 53 active communities and around 176,000 content views over the year

Internal
mobility• Continuation of theinternal mobility
program

5.2.4• Two international mobility opportunities taken in 2023
• Internal distribution of vacancies to encourage internal mobility• Continuation of the Graduate Program to support the development of young
employees in key positions through mobility and encouragement to recruit VIE
participants

Inclusion

Background and policy
At Guerbet, we are convinced that employee diversity is asource of human wealth. We believe that diversity is an asset
as well as an opportunity to develop the Group’s sustainable
performance, innovation, and creativity.
Around the world, in our offices and at our industrial plants, we
foster a culture that encourages and promotes an environment
where all people are welcomed, valued, and respected,
regardless of their differences, origins, age, or social
background.
It is our shared responsibility to build an inclusive workplace
where all employees can be themselves, be free to share theirperspectives, and feel that their contributions are valued andproactively sought for the success of the company without
prejudice.

GUERBET

As indicated in our ethics charter, Guerbet promotes inclusion,
applies zero tolerance regarding discrimination in all its forms,
and includes these topics in its management training. The
Group promotes diversity, regardless of gender, age, marital
status, sexual orientation, disability, national or ethnic origin, or
religious or political beliefs, in recruitment and careerdevelopment.
Any act of discrimination can be reported to the manager, theLegal Division, or the Human Resources Division or on thewhistleblowing platform (alert line) available to employees. This
platform allows any professional alert reported anonymously orotherwise to be collected, recorded, and investigatedconfidentially (more information is available in the section 5.4.2“Prevention of corruption and conflicts of interest” or in the
Guerbet ethics charter https://www.guerbet.com/media/
iqwnzdmy/guerbet-code-of-ethics-english.pdf using the link on
page 9 https://report.whistleb.com/en/GuerbetEthicsAlertLine).

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PeopleAt Guerbet, we believe in the talents of our employees. We
base our recruitment on the skills of the candidates as well as
their suitability for our mission and values. We are proud tohave employees who are motivated to contribute to Guerbet’s
success and performance, and we seek diversity. We promote
an equal-opportunity workplace for all employees to develop
their careers, from recruitment and selection processes totraining, development, and internal mobility. The core of
Guerbet’s compensation and benefits strategy is based on
appeal and competitiveness and on equal pay for equal levelsof activity and responsibility.

to results particularly in terms of recruitment, qualifications,training, and compensation. They define provisions aimed atmaintaining gender equality in the workplace with regard to
recruitment, compensation, training, and career development.
The plants implement local initiatives and monitor the genderbalance in managerial positions and management committees
at the local level.
For 2023, Guerbet achieved the following gender equality scores:

The Human Resources team and managers at all levels of thecompany are responsible for the application of a policy ofdiversity, inclusion, and equal opportunities. Guerbet hasestablished major agreements on diversity, through a nondiscrimination charter in the United States and agreements inFrance on gender equality in the workplace, employment ofyounger and older workers, and employment of individuals
with disabilities.
Furthermore, in 2023, initiatives to raise awareness andprovide training in cognitive biases continued, with sites setting
up committees for diversity and inclusion discussions or
newsletters.

Closer look at gender equality
in the workplace
At December 31, 2023, 43.3% of Guerbet Group’s
employees were women and 56.7% were men, whether on
open-ended and fixed-term contracts. The Group’s goal is toachieve professional equality without distinction as to gender.
In particular, Guerbet aims to have the same proportion among
managers, middle managers, and executives as in the Groupoverall. The objective for 2023 is to have at least 40% womenin management positions or in middle or senior management.
These objectives were achieved starting in 2022, with 41.4%
women.
At the end of 2023, the breakdown of the workforce was asfollows, reflecting a marked improvement in recent years:

The overall result obtained by Guerbet S.A. (representing 36%
of employees) has improved over the past two years, notably
thanks to an improvement in the indicator measuring thepromotion gap between men and women and equal pay.
This is a system for assessing gender equality within theframework of the “professional future” law, to which Guerbet
has replied. The rating is based on five criteria established by
the government: gender pay gap, annual pay increase gap,
promotion gap, return from maternity leave, and presence of
women among the company’s top 10 employees. This score
highlights Guerbet’s commitment to equality.

Closer look at cultural diversity
Guerbet promotes diversity, regardless of ethnic origin. In termsof cultural diversity, we monitor indicators on the distribution ofnationalities within the Group and at the management level.
Guerbet Group is present in 30 countries. 78 nationalities are
represented, including 39 for managers, middle managers,
and executives.

(a) Managers, middle managers, and executives.

The agreements and action plans signed in all Group companies
in France are based on a goal of zero discrimination within thecompany, a goal shared by management and labor. They refer

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PeopleBREAKDOWN OF NATIONALITIES AT THE GROUP LEVEL OF MANAGERS, MIDDLE MANAGERS, AND EXECUTIVES

Closer look at access to employment
for younger people and job retention
for older workers

In 2023, 7% of interns and work-study students found their firstjob at Guerbet plants in France (open-ended or fixed-term
contract).

The agreements signed in the Group’s French companies
contain, in particular, commitments to the employment of older
workers, through measures to improve working timearrangements, actions for the transfer of skills, and end-ofcareer arrangements.
Guerbet is committed to well-being and job retention for older
workers (50 years of age or older) and promoting their
recruitment. In 2023, 95 senior employees joined us,
representing more than 17% of all new hires. Of these95 hires, 19% were middle managers or executives.
In Raleigh, training has been provided for managers to better
understand and manage the various generations.

Guerbet develops partnerships with local schools, colleges,
and universities. For example, in 2023, the Dublin, Lanester,and Aulnay-sous-Bois plants organized plant visits and/or
discovery workshops to introduce young people to theiractivities and the business world.
Guerbet has an active work-study policy for a variety ofprofessions. Whenever possible, the Group looks for workstudy trainees from priority neighborhoods.
As part of our Guerbet Positive volunteer program, initiatives
are also taken with young people.
GUERBET AGE PYRAMID

Guerbet works to give young people access to long-term job
opportunities and implements measures to promote their
inclusion.
Through the Graduate Program, Guerbet supports thedevelopment of young employees in strategic positions.
Guerbet also offers VIE contracts, allowing several assignments
to be performed in various entities internationally.
Each year, Guerbet seeks to welcome more and more workstudy students and interns on all levels and in all sectors in all its
plants, thereby contributing to the training of young people andaccess to their first job.

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PeopleCloser look at employment and integrationof individuals with disabilities
The Group is committed to pursuing a policy for theemployment of workers with disabilities, supported by HR
contacts and a Disability expert in France who seek to adapt
workstations and increase cooperation with the shelteredsector(2) and the disability-friendly employment sector(3). This
policy has materialized in practical initiatives for several years,
such as:• training and encouraging recruiters to recruit individuals withdisabilities;• working with the occupational health department to makeergonomic workstation adjustments to encourage theirretention in the workplace;• working with disability committees to seek workstation
adjustments or personalized redeployment solutions toencourage their retention in the workplace;• use of the sheltered employment sector and the disabilityfriendly employment sector for certain services (collection
and sorting of waste, maintenance of green spaces androads, etc.);• initiatives aiming to change perceptions of disability andshow people that being different is not a handicap but canactually create synergies:• employee participation in the Special Olympics race,• regular publication of articles on disability on the
Guerbet Inside collaborative platform,• production of employee testimonials,• youth coaching and organization visits,• awareness-raising workshop during HSE days,• participation in Duoday (the company hosts an individualwith disabilities on a national day to shadow a volunteer
professional).
Guerbet S.A.’s rate of direct employment of workers withdisabilities is 5.2%, not including subcontractor employees. This
result is an improvement on 2022.

Action plan and results
Theme

Objectives and key focuses for 2018-2023

Actions, progress, and results in 2023

Gender equality• Develop gender equality with a viewto achieving the same proportion insenior management as in the Group
as a whole. 2023 objective: morethan 40% female senior executives

Cultural diversity• Develop cultural diversity• Rate of 41.4% female managers or middle managers
and executives versus 43.3% for all positions combined.
This rate is up from 35% in 2018
• Gender equality indicators:• 92 out of 100 for Guerbet S.A.
• 90 out of 100 for the French subsidiary• 95 out of 100 for the Marans plant• At Group level, at least 78 nationalities are represented,
including 39 middle managers or executives• 88 apprentices at the end of 2023: 3.0% of the workforce• 30 interns throughout the year
• 3 VIE participants throughout the year
• 7% of interns and work-study students found their first job
at Guerbet• Older workers represented 17% of hires for the year,
19% of whom are middle managers or executives• Workers with disabilities account for 5.2% of Guerbet
S.A.’s direct employees in France. This result is
an improvement on 2022

Employment of young • Continue to develop partnerships
with schools to integrate young people
people and older
into the company
peopleEmployment of
individuals withdisabilities

(2)

(3)

132

• Promote the employment of individuals
with disabilities

Établissements de services d’aide par le travail (ESAT: organizations to help individuals with disabilities through work) form the sheltered sector, which allows people
with severe disabilities to work in adapted working conditions.
Disability-friendly companies have a workforce of at least 80% individuals with disabilities.

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People5.2.5

Quality

Guerbet contributes to the advancement of the diagnosis ofmajor pathologies and ensures that future needs are anticipatedthrough products with societal value added (see sections 1.4“Overview of activities” and 1.6 “Research and Development”).

2. Quality applies to all of our activities.

The Group develops and provides its customers with innovative
products and services enabling healthcare professionals toperform their work in the best conditions for themselves andtheir patients.

4. Quality employees make for quality companies. For thisreason, all Guerbet employees have the training, learning,abilities, and experience required to allow them to performtheir work competently.

The Group aims to meet the expectations of patients andhealthcare professionals by ensuring the availability of safe,
high-quality products. With several hundred employees
dedicated to quality, Guerbet develops and provides its
customers with health products, medical devices, and services
offering proven effectiveness and safety.

5. A commitment to constantly improve the quality of products
and services. Our continuous improvement initiative is basedon the Guerbet Operational Excellence Program. As part ofthis, performance reviews are conducted on a quarterly
basis at each industrial plant.

Our quality policy is based on the following fundamentals:
1. Customer needs and expectations are our driving force.

3. All Guerbet employees are responsible for the quality andperformance of the product or service as well as for patient
safety. Quality objectives apply to all employees.

6. Achieving our quality objectives is the primary responsibility ofthe management team and requires the active participation of
all Group employees in keeping with Guerbet’s ethicalprinciples and values.

Action plan and results
To support the Quality Vision, which places patient safety as our top priority, comply with the new requirements of the healthauthorities, and support the Group’s strategic choices, Guerbet has defined the following road map:
Theme

Objectives and key focuses for 2018-2023

Actions, progress, and results in 2023

Quality
performance• “Right the first time”• Improve the batch release cycle time
• Improve the responsiveness of the quality
department and investigations• Develop the performance of quality control
laboratories through operational excellence• Analyze costs of non-quality to define appropriate
action plans• Continue the implementation/revisionof the standardized quality policy• Continue to promote a common quality culture by:• organizing training courses for the affected
employees, including investigative methods
to increase our responsiveness• describing the quality management system
in a formalized global quality manual• Strengthen the Quality Division’s skills
by recruiting medical device quality experts
and sterility and microbiology experts• Implementation of EU GMP annex 1• “Right the first time” objective achieved in 2023
• Improvement of quality indicators, including for cycle
time, and notably for certain sites• Implementation of the new version of the LIMS
(Laboratory Information Management System)• Implementation of Continuity Plans for public-utility
products• Continued deployment of quality audits• Preparation for inspections• 11 inspections/audits by health authorities
or certified bodies at the plants, with a renewalof the certificate• Completion of 90% of planned Group audits

Quality culture

Compliance

GUERBET• Continuation of the process of simplifying quality
management systems at the industrial plants• Review of the audit process• Continuation of training in Good Manufacturing
Practices (GMP) and knowledge maintenance• Training in the Kepner Tregoe method for complex
investigations• Finalization of the implementation of the new EU
Medical Device Regulation (MDR)• Implementation of annex 1 and CCS (Contamination
Control Strategies) for impacted sites

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Planet5.3

134

PLANET

Guerbet is fully aware of the environmental challenges facing
the world and pursues its development in a sustainable manner.
The company is committed to reducing its environmental
footprint across all its operations, from raw material sourcing to
production of contrast media and medical devices through todelivery to customers, use, and the end of life of products. The
Group is committed to controlling its processes and waste while
innovating to reduce their impact. The Group is mindful of thechallenges of climate change. All these initiatives are
conducted in strict compliance with applicable regulations andstandards, wherever Guerbet operates.

In everything we do, we seek to build lasting relationships topreserve our planet by integrating environmental criteria acrossour entire scope of activities based on five focuses:

The quantitative environmental indicators described in thisreport include the data for the industrial plants, excluding the
Guerbet Lyon plant and the administrative and sales units,
where the impact is not significant. However, initiatives arecarried out at all the plants. In addition, the Group’s carbon
footprint assessment takes into account all activities of Guerbet
and its partners.

The industrial plants have HSE management
systems, organized around the HSE
Operational Excellence Program. In addition,
the active ingredient production plant in
Dublin is ISO 14001-certified and is thelargest contributor to energy and water
consumption.

GUERBET• life cycle assessment;• decarbonization;• resource conservation;• discharge control;• lasting partnership.

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Planet5.3.1

Decarbonization and climate issues

As a responsible company, Guerbet implements programs toaddress climate change issues and reduce its greenhouse gas
emissions. Guerbet develops actions to help limit climatechange and ensures that the associated risks and opportunities
are taken into account.

Guerbet has a “Climate Strategy” to better address the issuesof sustainable performance and transformation.
Climate issues are presented to the Executive Committee andthe Board of Directors.

To reinforce its Climate Strategy, Guerbet has adopted the following method:* TCFD: Task Force on Climate-related Financial Disclosures.

5.3.1.1

Climate risks and opportunities

Climate change brings about physical and transition issues
such as:• physical risks for our industrial plants and main suppliers
related to acute and chronic weather phenomena (such astemperature, drought, precipitation, and natural disasters)
and the financial impacts of these risks;• transition risks related to:• the increasing scarcity of resources,• more stringent market requirements and regulations,• reputational issues,• the expectations of internal and external stakeholders,• the financial impacts of these risks.

GUERBET

Guerbet is strengthening its climate resilience by refining its
assessment of physical and transitional risks and opportunities
and identifying areas for action. Physical risks have been
analyzed for all our industrial plants and for Guerbet’s key
suppliers.
This analysis identified the main risks and opportunities,
presented in the following chart, with a potential impact on
activities, the supply chain, costs, and competitiveness. To
mitigate the consequences of climate change on these
activities, Guerbet has implemented action plans such as
programs to reduce energy consumption, optimize processes,
and discharge control. In the event of an incident, all industrial
plants have a business continuity plan incorporating emergency
procedures related to physical risks in particular.
Guerbet has refined these analyses through financial scoring of
the main risks and opportunities.

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Planet

The following is a summary of the risks and opportunities that could have a significant impact on the Group and associated areas for action:136

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Planet5.3.1.2

Decarbonization

Guerbet is fully aware of climate issues and has decided tocommit to at least a trajectory of “Well below 2°C”(1) by
2032, starting from reference year 2021. In concrete terms,
this trajectory breaks down as follows:

These objectives were validated by the SBTi(2) in March 2023,
and the Group joined the list of Companies Taking Action
against global warming. These objectives take into account:• the Group’s growth strategy;• internal reduction actions;• innovation and technological developments;• exogenous decarbonization factors concerning electricity;• the use of renewable energies (favoring deployment at ourplants rather than the purchase of certificates); and• the commitments of key suppliers and transport companies.
In 2023, Guerbet updated its carbon footprint assessment for
all its activities, scopes 1, 2, and 3.

SCOPE OF GUERBET’S CARBON FOOTPRINT ASSESSMENT

Energy and processes (scopes 1 & 2), purchasing, and transport account for more than 80% of the Group’s greenhouse gas (GHG)
emissions.

(1)
(2)

“Well below 2°C” relative to pre-industrial temperatures, as recommended by the Intergovernmental Panel on Climate Change (IPCC).
The Science-Based Targets initiative (SBTi) encourages ambitious climate action in the private sector by allowing companies to set science-based emission reduction
targets https://sciencebasedtargets.org/. These are greenhouse gas emission reduction targets that provide organizations with a trajectory aligned with climate
science; defining an SBT which is integral to a credible climate strategy.

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PlanetBREAKDOWN OF GHG SOURCES• strengthen eco-design and circular economy approaches
for all new products and developments together with ourpartners and customers.
• Transport:• continue to optimize our supply chain (see the paragraph“Minimizing the carbon impact of the supply chain”);• give preference to sea transport over air transport for
shipping finished products to our customers;• reinforce our climate criteria in the selection oftransporters;• continue discussions and engagement with our maintransporters.

In connection with this carbon footprint assessment and thedecarbonization objectives, Guerbet is deploying action plans
based on the following key areas:

Minimizing the carbon impact of energy
consumption and processes
GHG EMISSIONS FOR SCOPES 1 AND 2(reference year 2021)• Governance:• present the results and progress of actions to the
Executive Committee and the Board of Directors;• ramp up climate governance at every level of thecompany and in internal decision-making mechanisms(budgets, medium-term plans, etc.);• translate Group objectives into individual objectives for
key functions.
• Employee engagement and training:• involve all employees in contributing to the Group’s
objectives;• develop internal expertise in key functions;• raise awareness among all employees.

*• Energy and processes (see the paragraph “Minimizing thecarbon impact of energy consumption and processes”):• continue audits and energy efficiency actions at theindustrial plants;• set up innovative facilities;• develop the use of renewable energies (for example,
signing a contract for the operation of solar panels at the
Dublin plant);

To reflect Guerbet’s performance without taking exogenous decarbonization
factors into account, emissions from energy consumption are calculated using
a constant emission factor, taking into account green energies as part of the
reduction. Exogenous changes represent emissions by updating emission
factors annually to keep pace with our “SBTi” targets.

CLOSER LOOK AT ENERGY GHG EMISSIONSOF THE INDUSTRIAL PLANTS(reference year 2021)• strengthen energy and climate criteria in investments.
• Research, Innovation, and Development:• integrate the climate component from the R&I stage;• systematize the life cycle assessments (LCA) of new
products and packaging and progressively conduct LCA
on existing products and packaging with the highest
priority (see section 5.3.5 “Life cycle assessment”).
• Purchasing, use, and end of life:• strengthen our climate criteria in the selection of partners;• continue engagement processes with suppliers with thelargest carbon footprint (see section 5.3.4 “Lasting
partnerships”);• increase the in-house recycling of raw materials andsolvents (see section 5.3.5 “Life cycle assessment”);

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factors into account, emissions related to energy consumption are calculatedusing a constant emission factor. Exogenous changes represent emissions by
updating emission factors annually to keep pace with our “SBTi” targets.

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PlanetIn 2023, relative GHG emissions for scopes 1 and 2
represented 49,390 metric tons of CO2 equivalent with aconstant emission factor and 52,665 metric tons of CO2
equivalent with updated emission factors. This increase isrelated to exogenous factors at Guerbet with an upward
impact on emission factors. The energy efficiency measures
implemented at our industrial plants are detailed in theparagraph “Energy consumption” below.

BREAKDOWN OF GHG EMISSIONS BY TYPE OF ENERGYAT THE INDUSTRIAL PLANTS

Guerbet no longer operates oil-fired boilers. This has had apositive impact on GHG emissions and enables the Group to
have the following breakdown of energy consumption.

Energy consumption>-25% energy at the industrial plants between 2017 and 2023,
in relative terms, i.e. relative to production

The reduction of relative energy consumption at our industrial
plants is a criterion used to calculate the variable compensationof employees receiving a variable compensation component.
In 2023, energy consumption at our industrial plants was
184,163 MWh, down 6% in relative terms and down 1% in
absolute terms compared with 2022. The relative reduction
between 2022 and 2023 is explained in particular by the
implementation of actions and investments, detailed below,
especially in more efficient boilers. This result is an improvementof 13% in relative terms and 4% in absolute terms comparedwith 2017, thanks to the actions implemented in recent years.
This decrease is less than expected, notably following thecommissioning of new equipment since 2017, the manufactureof gadopiclenol, the increased quantities produced at theactive ingredient manufacturing plants, and the insourcing ofproduction at the pharmaceutical plants.
The industrial plants deploy programs to manage energy
consumption in order to limit the environmental impact andoptimize production costs. The plants are working to improvethe energy performance of new equipment and in projects.
Actions are also carried out at the head office and by the sales
subsidiaries (e.g. low-consumption light fixtures).
Here are some examples of actions taken by theGroup during the year at the industrial plants:• deployment of the “Climate Fresk” at the annual conventionof leaders;• in Lanester, a feasibility study is underway as part of thesite’s decarbonization project to recover waste heat,commissioning of a new, more efficient boiler at the plant(6% expected gain), creation of a decarbonization master
plan, and commissioning of new, more efficient chillers. In
addition, the plant continues to recycle a solvent with a highcalorific value to replace gas in the incinerator to reduce its
gas consumption;• in Dublin:• commissioning of a new, more efficient boiler,• installation of a solar farm,commissioned in December 2023,

scheduledtobe• subsidized installation of a new, more efficient chiller,• installation and commissioning of a preheater on the inhouse solvent recycling facility,• continued replacement of lighting with LED;
• in Aulnay-sous-Bois:• commissioning of an osmosis unit to supply the plant’s
main boiler, with the injection of better-quality water
limiting the amounts of water and gas consumed,• installation of air compressor control software,• optimization of the water sanitization temperature,• purchase of portable measuring equipment to better
understand consumption by piece of equipment,• installation of additional steam meters;• decarbonization study underway at Marans;• in Rio, 100% of the energy consumed is green energy withguaranteed origin certificates.

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PlanetCHANGE IN ENERGY CONSUMPTION• improve the plants’ service ratio relative to the sales andinventory forecasts;(reference year 2017)• make efforts to streamline the number of product references
and presentations;• use a new rail transport route between Europe and Asia.
In 2023, Guerbet:• developed a model for monthly tracking of emissions fromtransport from its plants to its customers;• integrated environmental criteria into transporter selection
processes.

Other actions

Minimizing the carbon impact of purchasedmaterials, goods, and services
Purchases of raw materials, goods, and services account for
more than 50% of our carbon emissions. Our responsible
purchasing approach is described in section 5.3.4 “Lasting
partnerships.” To achieve its decarbonization objectives,
Guerbet intends to reinforce its climate criteria in its selection ofpartners and continue engagement processes with supplierswith the largest carbon footprint. For example, in 2023,
Guerbet implemented a specific CSR action plan with a major
partner in Asia and helped it conduct its first carbon footprint
assessment.

Minimizing the carbon impactof the supply chain
Transport represents 11% of the Group’s GHG emissions.
Freight from our plants to our customers has an especiallysignificant impact. The environmental and economic challenge
for Guerbet is to limit the use of air transport by using sea
transport instead. To this end, Guerbet has identified thefollowing key actions:• improve the reliability of sales forecasts by:• increase our knowledge of local markets,• invest in statistical forecasting tools;• make production more flexible by investing in new industrial
tools (shorter cycle times, smaller batches);• strengthen the relationship with logistics companies throughjoint engagement with our major transporters;• strengthen the integration of environmental performance inthe selection process and in reporting.
In connection with these key actions, Guerbet’s objectives for2023 are to:• improve the indicator on available products delivered ontime;

In addition to energy and transport optimization measures,
other actions are being taken to limit the impact of businesstravel and commuting:• the Group’s travel policy includes measures to reduce thecarbon impact of business-related travel by promoting theuse of alternatives to traveling (virtual meetings);• the Group encourages the use of remote communication
facilities and public transport, especially rail transport;• the use of electric and hybrid vehicles is encouraged by thecompany car policy; at the end of 2023, 34% of company
cars in France were hybrid or electric (versus 24% in 2022
and 19% in 2021); in addition, we no longer order diesel
vehicles;• installation of charging stations for electric vehicles, for example
in Aulnay-sous-Bois and at the head office in Villepinte;• various actions have been implemented in recent years to
reduce the impact of commuting: car-sharing service,promotion of soft modes of transportation, promotion of
carpooling, and the widespread implementation of
teleworking.

5.3.1.3

Action plan and results

In the interest of transparency, for the fifth consecutive year,
Guerbet published information and data concerning its climate
strategy by replying to the climate questionnaire produced by
CDP, an international non-profit organization (formerly known
as the Carbon Disclosure Project) that recognizes the world’s
most active companies in the fight against climate change. In
2023, for its 2022 information and data, Guerbet received a“B” rating on a scale from “A” to “D.”For the first time, Guerbet also responded to the CDP waterquestionnaire and received a “B” rating, a particularly
encouraging result for a first-time participant. Water is a key
resource for the planet and for the Group, particularly becauseof climate change.

• reduce the proportion of finished products transported by air.
Guerbet is continuing to deploy the actions undertaken:• optimize locations and operation of distribution centers,
contributing to the reliability of sales and the reduction ofcarbon impact of supply;

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PlanetGuerbet is taking action to help limit climate change in key
emissions areas (see details in section 5.3.1 “Decarbonizationand climate issues”):• HSE and CSR improvement approach with suppliers mostat risk;• sea transport preferred over air transport for shipping finishedproducts to our customers;• reduction in energy consumption in the industrial plants.
CDP has the largest global database on the environmental
performance of cities and businesses. It encourages investors,
businesses, and cities to take action to build a truly sustainableeconomy by measuring and understanding their impact on theenvironment. It provides investors with a view of environmental
data critical for measuring the sustainability of investments byenabling them to analyze risks and opportunities and corporate
environmental strategies.
For Guerbet, replying to these questionnaires not only helps
bolster its reputation and shareholder confidence and attract
new investors, but it is also a source of continuous
improvement. This approach provides enhanced preparation
for regulatory changes, improved knowledge of risks andopportunities, long-term resilience, and a means ofbenchmarking.

Theme

Objectives and key focusesfor 2018-2023

Consideration ofclimate issues• Identify climate change risks
and opportunities• Implementation of the climate action plan
• “B” rating received on the CDP Climate Change
Questionnaire for 2022 actions and results (on a scalefrom “A” to “D”)

Challenge of
decarbonization• Define and implement the
decarbonization strategy• Absolute GHG emissions for scopes 1 and 2 represent
49,390 metric tons of CO2 equivalent, a 0.8% reduction
since 2021 on a constant emissions basis• Absolute GHG emissions for scopes 1 and 2 for the energy
scope of the industrial plants represent 32,470 metric tons of
CO2 equivalent, a 4.4% reduction since 2021 on a constantemissions basis• Implementation of decarbonization actions by the industrial
plants, detailed in the paragraph “Energy consumption”• Validation of Guerbet’s decarbonization objectives by the
SBTi (in March 2023); objectives aligned with a “Well below
2°C” trajectory, i.e. an absolute reduction between 2021
and 2032 of:• 27.5% for scopes 1 and 2• 13.5% for scope 3

Energy• Objective of reducing relative energy • Energy consumption at the industrial plants was 184,163 MWh,consumption by 25% by 2023
down 6% in relative terms and down 1% in absolute terms
compared with 2022. The relative decrease between 2022
• Deployment of action plans
and 2023 can be explained in particular by the high level
to reduce energy consumptionof production activity, which recoups the cost of fixedin the industrial plants
consumption, and energy efficiency. This result is an
improvement of 13% in relative terms and 4% in absoluteterms compared with 2017, thanks to the actions
implemented in recent years. This decrease is less than
expected, in particular following the commissioningof new equipment since 2017 and the manufactureof a new product: gadopiclenol• Creation of a model for monthly tracking of emissions
Objectives:• Improve the proportion of available
from transport from its plants to its customers
products delivered on time
• Integration of environmental criteria into transporter selection• Reduce the proportion of air transport
processes
Priorities:• Improve the reliability of sales
forecasts and:• make production more flexible
by investing in new industrial tools• strengthen relationships withlogistics companies

Closer look at supply
and climate

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Planet5.3.2

Resource conservation

Guerbet Group aims for the optimal use of natural resources
through actions such as:• reduction of water and energy consumption;• optimization of raw materials used in manufacturing its
products;

These actions contribute to reducing our impact on the climate(e.g. reducing greenhouse gas emissions through energy
optimization) and strengthening our resilience to climatechange (e.g. optimizing water consumption).

• process innovation.

Water consumption>-25% at the industrial plants between 2017 and 2023,
in relative terms, i.e. relative to production

The reduction of relative water consumption at our industrial
plants is a criterion used to calculate the variable compensationof employees receiving a variable compensation component.
In 2023, water consumption at our industrial plants was
1,025,560 m3, constant in relative terms and up 5% in
absolute terms compared with 2022. Relative consumption
was up 4% in relative terms compared with 2017. This result isthe consequence of the commissioning of new equipment since2017 and the manufacture of the new gadopiclenol product.
The increase in absolute terms was due to the increase inquantities produced at the plants and insourcing of production
at the pharmaceutical plants.
The industrial plants implement programs to control
water consumption. Here are some illustrations ofactions carried out during the year:• at the Lanester plant:• continuation of the plant’s participation in the working
group led by the Morbihan Chamber of Commerce andIndustry, which involved conducting technical analyses,
promoting good practices, organizing thematic
workshops, mapping wastewater reuse potential, etc.;• repairing of the groundwater infrastructure at the Dublin
plant;• in Aulnay-sous-Bois, commissioning of an osmosis unit tosupply the site’s main boiler, injection of higher-quality water
to limit water and gas consumption, and installation of awater reheating system for an osmosis unit to improve
efficiency by 10% in winter;• reduction of water consumption in Cincinnati by installing
water-saving equipment.
CHANGE IN WATER CONSUMPTION(reference year 2017)• continuation of the working group, construction of a roadmap for saving water, launch of studies to optimize
purified water production, recycling of cooling tower
purges, recycling of rainwater, and recovery of waterfrom the plant’s incinerator scrubber,• continuation of the recycling of process water in-house ascooling water for the incinerator, an initiative for which
the plant was awarded the 2021 Loire-Bretagne wateraward,

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Planet5.3.3

Discharge control

The HSE policy reflects Guerbet’s commitment to minimizing theGroup’s environmental impact across all its activities, inparticular by optimizing the processes for treatment of effluents,
discharges in the water and air, and waste. The active
ingredient production plants (Dublin, Lanester, and Marans) are
the largest contributors.

5.3.3.1

Effluent optimization

Effluent treatment process optimization programs are in place,in particular at the top three contributing plants:• in Dublin, the wastewater treatment facility monitoring andoptimization program continues, with the commissioning ofa new equalization reservoir and a new sensor unit to
optimize wastewater treatment plant operation. This
improves the in-house effluent treatment capacity in a context
of increasing volumes;• the Lanester plant prioritizes the in-house treatment ofeffluents, using biological treatment for biodegradable
effluents and incineration for non-biodegradable hazardous
liquid residues. In this context, the pretreatment of part of thewastewater by nanofiltration makes it possible to reduce theamount of effluent incinerated, reduce the amount of gas on
the incinerator, and increase the recycling of water throughthe reuse of effluents after treatment on the biological station.
In addition, an iodine recovery facility allows for in-house
recycling of this resource with more than 176 metric tons ofiodine recycled at the plant and reused to preserve theglobal resource;• in Marans, actions to optimize the operation of the effluent
treatment line are continuing.
The discharge thresholds of the Marans and Lanester plants
were defined in consultation with the local authorities on thebasis of receiving-environment acceptability studies. Thesestudies also improve knowledge of the environments into which
effluents are discharged and make it possible to measureenvironmental impacts in terms of ecotoxicity orbioaccumulation. They also help limit Guerbet’s impact on
biodiversity.

5.3.3.2

Waste management

In 2023, waste generated by theGroup’s industrial plants andtreated externally totaled 11,610
metric tons, a decrease of 16% in absolute terms(1) and 19% in
relative terms compared with 2022. This reduction was mainly
due to actions taken at the Lanester plant, which has decreased
its amount of waste treated externally by 25% since 2022. This
reduction is expected to continue in the coming years.
All the industrial plants have waste optimization and recovery
programs either internally or externally. 55% of waste from theindustrial plants treated externally is recovered (versus 40% in2022). This result is higher than in previous years, which canbe explained in particular by the decrease in external treatment
at the Lanester plant and the Dublin plant’s new waste recovery.
Waste sorting and recovery programs are also in place at thehead office and in some subsidiaries, such as in Prague.
The Dublin and Lanester plants have iodine recovery and reuse
facilities. The Dublin plant has solvent recovery facilities (seesection 5.3.5 “Life cycle assessment”). Approximately 176 metrictons of iodine are recycled internally at the Lanester plant, making
it possible to preserve the world’s resources and limit thequantities of waste and effluents. The Dublin plant performs inhouse recycling of more than 70% of the main solvents used in
the manufacture of active ingredients.
In addition, with its eco-designed polypropylene bag
packaging (Scanbag® by Xenetix®), Guerbet limits the weightand volume of waste for its customers.
CHANGE IN AMOUNT OF WASTE TREATED EXTERNALLY** The data from previous years were modified following corrections made by aplant after annual reporting.

(1)

The relative amount of waste is the amount of waste relative to production.

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STATEMENT OF NON-FINANCIAL PERFORMANCE
PlanetHAZARDOUS AND NON-HAZARDOUS WASTE TREATED
EXTERNALLY

amount of packaging used and improve workstation
ergonomics for employees;• in Marans: continued resale and recovery of an effluent
externally;• in Cincinnati, a solid waste recycling program is in place;• continued initiatives to limit waste, including food waste,
with, for example, employees in Lyon taking part ininitiatives alongside organizations as part of the Guerbet
Positive volunteer program: transformation of unsold
perishable goods and clothing drives.

Other discharges

In addition to the actions in place at the industrial plants,
administrative units, and sales subsidiaries, new initiatives arebeing taken, including:• in Lanester:• better flow control in the damage basin,• temperature control of a step in the biological treatmentof waste, improving the efficiency of treatment andreducing the amount of waste treated externally,

The discharge standards applicable to the industrial plants, inparticular the active ingredient manufacturing plants in Lanester,Seveso, Marans, and Dublin, require numerous measurementsof parameters covering atmospheric emissions (volatile organic
compounds, nitrogen oxides, dust, etc.), liquid discharges, andsoil quality monitoring.
All these results are used for operational management of theplants, with alert thresholds that allow any fluctuations to be
detected and resolved. The results of this monitoring arereported to the local authorities for the Seveso plants, inperiodic reports or specific studies such as the solvent
management plan or annual environmental review.

• resale of used solvent for external recycling;• in Dublin: waste streamlining project and replacement ofdrums for transporting hazardous waste to reduce theAction plan and results
Theme

Objectives and key focuses for 2018-2023

Actions, progress, and results in 2023

Water

• Objective of reducing relative water
consumption(a) by 25% by 2023
• Deployment of action plans to reducewater consumption in the industrial plants• Water consumption of 1,025,560 m3, constantin relative terms and up 5% in absolute terms
compared with 2022. Relative consumption was
up 4% from 2017 and higher in absolute terms.
This result is the consequence of the commissioningof new equipment since 2017 and the manufactureof the new gadopiclenol product. The increase inabsolute terms was due to the increase in quantities
produced at the plants and insourcing ofproduction at the pharmaceutical plants(a) Relative consumption corresponds to consumption relative to production.

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Planet5.3.4

Lasting partnerships

Background and policy
Guerbet pursues a responsible purchasing policy that seeks tocultivate collaborative, balanced, and healthy relationships with
its suppliers.
Guerbet asks its procurement employees to act in accordancewith an Ethical Purchasing Charter.
Our supplier selection criteria rely on open and fair competitive
bidding rules. Guerbet is committed to treating suppliers
respectfully in all circumstances.
Guerbet works only with suppliers who respect human rights,
labor laws, the environment, and business ethics. Therefore,
suppliers must not use forced labor, child labor, or illegal
workers under any circumstances and must ensure safe andhealthy working conditions.
Guerbet has decided to promote its social and environmental
values to its suppliers and to ask them to do the same with theirown economic partners.
The selection of partners and suppliers has a major impact on
the quality and sustainability of products and services as well
as a significant social and environmental impact. The Group
therefore attaches particular importance to choosing the rightsuppliers and the quality of the relations that it has with them.
In selecting suppliers, Guerbet verifies their financial soundness
and relies on competition to ensure efficiency based on thefollowing rules:

In addition, Guerbet has formalized a Code of Ethics(1) for its
suppliers. This code aims to promote societal andenvironmental values among our suppliers and defines theprinciples that they must obey. Since 2022, Guerbet has
included this code as an appendix to new contracts (or at least
equivalent guarantees). Guerbet continues its deployment withnew suppliers representing a risk (types of purchases andregions of origin).
Guerbet has stepped up the incorporation of CSR into existingprocesses:• Supplier Code of Ethics appended to new contracts;• in supplier performance reviews;• continuation of the ongoing supplier risk assessment process,covering all criteria that can be assessed by the parties
involved, including an HSE component, and integration of
the results of the analysis of the physical climate risks of its
main suppliers into the internal risk rating tool for its main
suppliers.
In 2023, Guerbet implemented a specific CSR action planwith a major partner in Asia, including a process safety audit,
and helped it conduct its first carbon footprint assessment.
The Supplier Code of Ethics is divided into 10 principles
covering the following five aspects:
Human rights
1. Support and respect for the protection of human rights,
including at the international level• free access to calls for tenders;

2. No complicity in human rights abuses• equal treatment of applicants;

Labor• transparent, traceable procedures;

3. Respect for workers’ rights, health, and safety• consideration of the total cost;

4. Elimination of all forms of forced or compulsory labor• comparison of suppliers on the basis of uniform criteria.

5. Effective abolition of child labor

Guerbet’s criteria include ethics, the environment, and thesocial component.

6. Combating discrimination in employment

Guerbet has established an Ethical Purchasing Charter for all
Group buyers. This Charter has three components: a reminderof the Group’s Ethics Charter, purchasing values, and rules of
behavior. It defines, highlights, and recaps the key values andmain rules of conduct that must be put in place and respectedby all those involved in purchasing at Guerbet.

7. Protective measures in the face of environmental challenges

Environment
8. Initiatives to promote greater environmental responsibility
Fair competition
9. Activities conductedcompetition

in

line

with

genuineandfair

Business ethics
10. Fight against all forms of corruption
The “conflict of interest” aspect for procurement is addressed in
section 5.4.2 “Prevention of corruption and conflicts ofinterest.”(1)

https://www.guerbet.com/media/iqwnzdmy/guerbet-code-of-ethics-english.pdf.

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STATEMENT OF NON-FINANCIAL PERFORMANCE
PlanetWith regard to the environment, Guerbet has found thatpurchased materials, goods, and services account for morethan 50% of the Group’s GHG emissions, as indicated in
section 5.3.1 “Decarbonization and climate issues.” In 2021,
the Group analyzed the CSR/climate policies of its top 20
contributing raw materials suppliers. 80% of these suppliers
communicate their CSR and/or climate program externally.
More than 50% respond to the CDP and/or EcoVadis. Some
examples of these suppliers’ climate-related focuses and actions:• commitment to carbon neutrality and/or reduction of the
carbon footprint for 55% of these suppliers;• energy efficiency;• investment in low-carbon production technologies;• use of low-carbon or decarbonized energy;• eco-design;• recycling of products;• domestic carbon tax;
• compensation mechanisms.
In 2023:• deployment of a purchasing policy training module forFrance in the training management tool;• Guerbet joined a working group of LEEM (the French
pharmaceutical industry trade association) to develop apurchasing charter for the sector;• an in-depth university study led to the creation of a roadmap and initiated the formalization of a responsible
purchasing policy.

• transformation of activities;

Action plan and results
Theme

Objectives and key focuses for 2018-2023

Actions, progress, and results in 2023

Responsible
purchasing• Continue to deploy the Ethical Purchasing Charter for
employees involved in purchasing at Guerbet in addition
to the Group’s buyers who have already signed this Charter• Deploy the Supplier Code of Ethics with all new suppliers
representing an ESG risk (or at least equivalent guarantees)• 100% of suppliers at risk identified as presenting a riskin the ESG mapping are subject to a self-assessment
questionnaire, sign the Supplier Code of Ethics, or provide
at least equivalent guarantees and are audited• Pursue the climate commitment initiative with the major
greenhouse gas emitters among the Group’s raw material
suppliers• Anticipate the Conflict Minerals Regulation(a); Guerbet
is indirectly concerned through the purchase of electronicequipment• Promote purchases from companies from priority districtsof the city (“QPV”) and local companies as well as the
supplier’s CSR commitment• Deployment of a purchasing policy
training module for France in the training
management tool
• Guerbet has continued to include theSupplier Code of Ethics as an appendix
to new contracts• Guerbet joined a working group
to develop a purchasing charterfor the sector• An in-depth university study led tothe creation of a road map and initiatedthe formalization of a responsible
purchasing policy(a) On January 1, 2021, a new law came into force across the EU: the Conflict Minerals Regulation. This regulation aims to help stem trade in four minerals — tin,tantalum, tungsten, and gold — which sometimes finance armed conflict or are mined using forced labor. The regulation requires EU companies in the supply chain
to ensure they import these minerals and metals from responsible and conflict-free sources only.

5.3.5

Life cycle assessment

A few years ago, the Group embarked on process innovation
through the use of solvents resulting from regeneration, theinternal recycling of iodine in processes, the recycling ofsolvents internally, and the replacement of solvents with others
that are less harmful to the environment.
These actions are led by the Group’s chemical industrial
development teams through monthly “Sustainable Development”
meetings. The approaches are as follows:

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The recovery of iodine at the Lanester plant and ioversol (active
ingredient) at the Dublin plant illustrates our sustainable
development and circular economy approach, since thisrecycling not only improves competitiveness and mitigates theenvironmental impact (preservation of the global iodine
resource, circular economy by recycling and reuse in the plant).
Since 2020, the establishment at the Lanester plant of aprocess for separating a solvent with a high calorific value fromwastewater and then injecting it into the plant’s incinerator has
reduced the amount of gas used in the incinerator andincreased the proportion of recovered iodine. More than
175 metric tons of iodine are recycled internally at the plant,
helping to preserve the global resource.
The Dublin plant has facilities for the recovery of two solvents.
Each year, the plant recycles approximately 96% of thetonnage for these two solvents in-house, representing more than
70% of the main solvents used to manufacture active
ingredients.
Guerbet also has eco-designed packaging. Xenetix®, initiallycontained in vials, is also available in polypropylene bags
(Scanbag® by Xenetix®). This original packaging preserves the

5.3.6

properties of Xenetix® while making it simpler to use, enhancing
the safety of patients and medical staff and representing amajor step forward in waste management (decreased weightand volume). This packaging is one of Guerbet’s solutions tosustainable development challenges. It was also the subject ofan LCA (life cycle assessment) demonstrating its positive impact
on the environment compared with the vial format.
Guerbet is also committed to end-of-life management of its
products:• the Group is a partner and sponsor of the Megadore Chair,
which aims to collect unused contrast media in healthcare
institutions to recycle gadolinium. At the end of 2023, morethan half of France’s MRI scanners were part of this green
MRI network;• for iodine-based contrast media residues, a pilot project isunderway with hospitals and clinics. The aim of this pilot is
to organize a recovery flow for these iodinated residues sothat they can be transported to a center for the recovery,
reprocessing, and incorporation of iodine into nonpharmaceutical chemical processes.

Biodiversity

The Group is committed to preserving biodiversity. This
commitment is first and foremost reflected in the control ofdischarges from industrial plants, in particular:• effluent optimization
optimization”);(see

section

5.3.3.1“Effluent• continuation of the site’s wildflower seed planting initiative,• installation of equipment, made from recycled materials,
to help animals having difficulty in getting out of the site’s
pond;• the Marans and Lanester plants are pursuing eco-pastureinitiatives;• waste management;• compliance with air emission standards.
Actions taken by Guerbet to limit its impact on climate change
and ensure a more sustainable use of natural resources also
contribute to the preservation of biodiversity.
The plants take more specific actions to preserve biodiversity:• the Dublin plant deploys a biodiversity action plan:• mapping to identify all the flora and fauna present on thesite,

GUERBET• the Lyon and Aulnay-sous-Bois plants organized waste
collection initiatives as part of the Guerbet Positive volunteer
program;• the Lanester plant has beehives, and the Aulnay-sous-Boisbegan sponsoring beehives this year;• Guerbet’s industrial plants and the head office arecommitted to rational management of green spaces by, forexample, signing limited weed control contracts.

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5.3.7

STATEMENT OF NON-FINANCIAL PERFORMANCE
PlanetGreen taxonomy

Context of the European Taxonomy• pollution prevention and control;

The European Union published Regulation (EU) 2020/852 ofJune 18, 2020, known as the “Taxonomy” regulation(1), on theestablishment of a framework to facilitate sustainable investment
within the European Union.
Sustainable activities are described for the first two climate
objectives of mitigation and adaptation in annexes I & II of the
Climate Delegated Acts.

• protection and restoration of biodiversity and ecosystems.
Annexes I and II define eligible activities, as well as thetechnical criteria for qualifying these activities as effectively
sustainable. Activities that do not meet these definitions are
considered not eligible.
The key performance indicator reporting requirements for the
fiscal year pertain to:

Sustainable activities are extended to the other four
environmental objectives with eligibility reporting required forthe 2023 fiscal year, namely:• eligibility and alignment for climate objectives;• sustainable use and protection of water and marine
resources;

as illustrated in the graphic below.

• eligibility for the other four objectives that Guerbet isrequired to publish for the first year;• transition to a circular economy;

(1)

148

Taxonomy Regulation (EU) 2020/852 of June 18 (EU Green Taxonomy).
Disclosure: Delegated Regulation (EU) 2021/2178 of July 6, 2021 (Disclosures Delegated Act).
Climate: Delegated Regulation (EU) 2021/2139 of June 4, 2021 (Climate Delegated Act).
Delegated Regulation (EU) 2022/1214 of March 9, 2022 (Complementary Climate Delegated Act).
Delegated Regulation (EU) 2023/2485 of June 27, 2023, amending the Climate Delegated Act.
Environment: Delegated Regulation (EU) 2023/2486 of June 27, 2023 (Environmental Delegated Act).

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STATEMENT OF NON-FINANCIAL PERFORMANCE
PlanetGuerbet is required to publish three performance indicators,
based on the Group’s consolidated financial statements,
resulting from products and/or services associated witheconomic activities considered sustainable within the meaningof this regulation and the delegated acts, alignment with thetwo climate objectives, and eligibility for the four new climate
objectives:• proportion of eligible and aligned turnover;• proportion of capital expenditures (CAPEX);• proportion of operating expenditures (OPEX).
Guerbet has identified its activities eligible for the climate
objectives. Guerbet also analyzed their alignment with thesustainability criteria. To do this, Guerbet verified:

The regulation targets the sectors of activity with the mostimpact in the European Union.
In addition to its obligations under the Taxonomy regulation, as
part of its CSR strategy, Guerbet has defined its Planet
commitment based on five areas: life cycle analysis,
decarbonization, resource conservation, discharge control, andlasting partnerships.
In this context, Guerbet has set decarbonization targets that
contribute to the climate change mitigation objective. Our
targets are as follows, in absolute terms, by 2032, for thereference year 2021 and validated by the SBTi:• at least 27.5% reduction for scopes 1 and 2;• at least 13.2% reduction for scope 3.

• the substantial contribution to climate objectives;• the absence of significant harm to the other objectives(DNSH: Do No Significant Harm);• compliance with minimum social safeguards.
This year, Guerbet also identified its activities eligible for theother four objectives.

Guerbet’s CSR strategy and taxonomy
Guerbet’s activities are focused on research and innovationand the manufacture and marketing of contrast media, medical
devices, and innovative solutions essential for Diagnostic andInterventional Imaging.
Guerbet’s activity is directly concerned by two objectives of thegreen taxonomy:• pollution control, under 1.2 “Manufacture of medicinal
products”;• transition to a circular economy for the following activities:• 1.2 “Manufacture of electrical and electronic equipment,”• 5.1 “Repair, refurbishment, and remanufacturing,”• 5.2 “Sale of spare parts.”
Guerbet’s turnover-generating economic activities are notdirectly concerned by the objectives of climate protection,
sustainable use and protection of water and marine resources,
and protection and restoration of biodiversity and ecosystems.

GUERBET

Taxonomy-eligible activities
Guerbet has identified the Taxonomy-eligible turnover, CAPEX,
or OPEX related to its Diagnostic and Interventional Imaging
product manufacturing and marketing activities.
Guerbet has identified CAPEX and OPEX related to theobjectives directly aimed at its activities:• pollution control, under 1.2 “Manufacture of medicinal
products”;• transition to a circular economy for the following activities:• 1.2 “Manufacture of electrical and electronic equipment,”• 5.1 “Repair, refurbishment, and remanufacturing,”• 5.2 “Sale of spare parts.”
Guerbet has also identified CAPEX and OPEX associated withindividual measures corresponding purchases and capital
expenditures for other Taxonomy-eligible activities, mainly:
6.5 “Transport by motorbikes, passenger cars, and lightcommercial vehicles,” the real estate activities described in
section 7, and activity 8.1 “Data processing, hosting, andrelated activities” of the “Climate Change Mitigation” annex
and purchases and capital expenditures related to activity
1.1 “Manufacture of active pharmaceutical ingredients oractive substances” of the “Pollution Control” annex.

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STATEMENT OF NON-FINANCIAL PERFORMANCE
PlanetThe scope of Guerbet’s Taxonomy-eligible activities, directly and indirectly targeted by the regulation, is summarized in the following
table:
Activity

Objective

1.2 “Manufacture of medicinal products”

Pollution××

×

activity directly targeted by the regulation

1.2 “Manufacture of electricaland electronic equipment”
5.1 “Repair, refurbishment,
and remanufacturing”
5.2 “Sale of spare parts”

CirculareconomyCirculareconomyCirculareconomyClimate(mitigation)

×

×

×

activity directly targeted by the regulation

×

×

×

activity directly targeted by the regulation

×

×

×

activity directly targeted by the regulation

6.5 “Transport by motorbikes, passenger
cars, and light commercial vehicles”

×related to individual measures, corresponding
to purchases and capital expenditures
for long-term leasing of light vehicle fleets

Climate(mitigation)& Circular
economyClimate(mitigation)×

related to individual measures corresponding
to purchases and capital expenditures×related to individual measures corresponding
to purchases and capital expenditures related
to this activity

7.4 “Installation, maintenance, and repairof charging stations for electric vehicles
in buildings (and parking spaces attached
to buildings)”
7.5 “Installation, maintenance, and repair
of instruments and devices for measuring,
regulation, and controlling energy
performance of buildings”
7.6 “Installation, maintenance, and repairof renewable energy technologies”

Climate(mitigation)×

related to individual measures corresponding
to purchases and capital expenditures related
to this activity

Climate(mitigation)×

related to individual measures corresponding
to purchases and capital expenditures related
to this activity

Climate(mitigation)×

related to individual measures corresponding
to purchases and capital expenditures related
to this activity

7.7 “Acquisition and ownershipof buildings”

Climate(mitigation)×

related to individual measures corresponding topurchases and capital expenditures for positivechanges in rights of use for long-term real estateleases and for constructions for the company’s
own account

8.1 “Data processing, hosting,and related activities”

Climate(mitigation)×

related to individual measures corresponding
to purchases and capital expenditures related
to this activity

7.2 & 3.2 “Renovation of existingbuildings”

7.3 “Installation, maintenance,and repair of energy efficiency
equipment”

150

Turnover CAPEX OPEX Comments

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STATEMENT OF NON-FINANCIAL PERFORMANCE
PlanetEligible financial indicators

Eligible turnover

Methodology for identifying eligible financial
indicators

Given that Guerbet’s activities are concerned by two of theTaxonomy objectives, Guerbet presents eligible turnover withrespect to the pollution and circular economy objectives
summarized below.

The financial information used to calculate eligibility indicatorscomes from Guerbet’s financial monitoring systems for the2023 fiscal year. An analysis of the data was conducted to
avoid double counting of eligible activities in the numerator of
the Taxonomy indicators.

Activity

Objective

2023 turnover
eligible activities (€K)

1.2 “Manufacture of medicinal products”

Pollution

673,799

1.2 “Manufacture of electrical and electronic equipment”

Circular economy

32,521

5.1 “Repair, refurbishment, and remanufacturing”

Circular economy

6,540

5.2 “Sale of spare parts”

Circular economy

3,023
715,883

TOTAL ELIGIBLE TURNOVER (NUMERATOR)
The consolidated turnover for eligible activities making up theTaxonomy numerator was €715,883 K.
The consolidated turnover making
denominator was €785,690 K.

up

the

Taxonomy

The ratio of eligible turnover was 91% of total turnover.

Eligible CAPEX• Real estate sector (categorized respectively as 7. in the
climate objectives and 3. in the circularity objective):▪ 7.2 Climate & 3.2 Circular economy “Renovation ofexisting buildings,”▪ 7.3 “Installation, maintenance, and repair of energy
efficiency equipment,”

In 2023, Guerbet’s eligible CAPEX included:• capital expenditures on assets or processes associated with
Taxonomy-eligible turnover-generating economic activities:• 1.2 “Manufacture of medicinal products” for the pollution
control objective,• 1.2 “Manufacture of electrical and electronic equipment,”
5.1 “Repair, refurbishment, and remanufacturing,” and5.2 “Sale of spare parts” for the circular economy
objective,• Capital expenditures related to purchases of output
Taxonomy-eligible economic activities and individual
measures that enable such activities to control pollution:
1.1 “Manufacture of active pharmaceutical ingredients oractive substances”;• capital expenditures related to purchases of output of
Taxonomy-eligible economic activities and individual
measures that enable such activities to become low-carbon
or lead to GHG reductions, namely activities:

GUERBET• 6.5 “Transport by motorbikes, passenger cars, and lightcommercial vehicles” for long-term leasing of light vehicle
fleets,▪ 7.4 “Installation, maintenance, and repair of charging
stations for electric vehicles in buildings (and parking
spaces attached to buildings),”▪ 7.5 “Installation, maintenance, and repair of
instruments and devices for measuring, regulation, andcontrolling energy performance of buildings,”▪ 7.6 “Installation, maintenance, and repair of renewableenergy technologies,”▪ 7.7 “Acquisition and ownership of buildings” forpositive changes in rights of use for long-term realestate leases and for constructions for the Company’s
own account,• R&D 8.1 “Data processing, hosting, and related activities”
for Artificial Intelligence R&D.

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STATEMENT OF NON-FINANCIAL PERFORMANCE
Planet

These eligible CAPEX constitute the numerator for calculating the proportion of eligible CAPEX.
Standards

AmountInvestments related to:

Objective

Manufacture of medicinal products (1.2)

Pollution

Manufacture of electrical and electronic equipment (1.2)
Repair, refurbishment, and remanufacturing (5.1)& Sale of spare parts (5.2)

Circular economy

Rights of use – Fleet rental rights (6.5)

Climate (mitigation)

IFRS 16

4,046

Tangible assets (6.5)
Renovation of existing buildings (7.2)& (3.2)

Climate (mitigation)

IAS 160(in € thousands)

9,559

222

Installation, maintenance, and repair of:• energy efficiency equipment (7.3)• charging stations for electric vehicles (7.4)• instruments and devices for measuring, regulation, and controlling energy
performance of buildings (7.5)• and renewable energy technologies (7.6)

Climate (mitigation)& Circular economy
Climate (mitigation)

1,734
Climate (mitigation)

IAS 16IFRS 16

Climate (mitigation)

IAS 38

Real estate activities and rights of use – Long-term real estate leases (7.7)
Artificial Intelligence R&D (8.1)
TOTAL ELIGIBLE CAPEX (NUMERATOR)

0

2,439
0
18,000In 2023, the amount of eligible CAPEX (numerator) was €18,000 K, as detailed above.
In accordance with the Taxonomy regulation, the denominator of CAPEX includes R&D acquisitions, gross additions to tangible andintangible assets, and rights of use (IFRS 16 – Leases).
Investments related to:

AmountStandards(in € thousands)

Reference to the consolidated financial statements

IAS 382,232

Not available for direct reading in the URD

Tangible assets

IAS 16

41,555

Section 6.1.2, note 6.1

Rights of use

IFRS 16

11,488

Section 6.1.2, note 6.1

Intangible assets
TOTAL CAPEX (DENOMINATOR)IAS 38

10,25765,532

Not available for direct reading in the URD

R&D

In 2023, the denominator amount was €65,532 K, as detailed above.
Taxonomy-eligible CAPEX totaled €18,000 K, representing 27% of total CAPEX.

Eligible OPEX
In 2023, Guerbet’s eligible OPEX included direct noncapitalized costs related to:• assets or processes associated with eligible economic
activities, i.e. R&D for the following activities:• Manufacture of electrical and electronic equipment (1.2),
Repair, refurbishment, and remanufacturing (5.1), and Saleof spare parts (5.2) for the circular economy objective,• Artificial Intelligence (8.1) for the climate objective;• purchase of eligible economic activities, i.e. construction
and real estate activities.

• Manufacture of medicinal products, (1.2) for the pollution
control objective,

152

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STATEMENT OF NON-FINANCIAL PERFORMANCE
PlanetAmountDirect non-capitalized costs related to:

Objective(in € thousands)

Manufacture of medicinal products R&D (1.2)

Pollution

51,487

Manufacture of electrical and electronic equipment R&D (1.2)
Repair, refurbishment, and remanufacturing (5.1)& Sale of spare parts (5.2)

Circulareconomy5,077

Artificial Intelligence R&D (8.1)

Climate

7,264

TOTAL ELIGIBLE OPEX (NUMERATOR)

63,828In 2023, eligible OPEX (numerator) totaled €63,828 K, as detailed above.
Direct non-capitalized costs related to:

Amount(in € thousands)

Cross reference to the 2022 consolidated financial statements

R&D

81,228

Section 1.6.6

Maintenance

26,484

Not available for direct reading in the URD

TOTAL OPEX (DENOMINATOR)

107,712

In accordance with the Taxonomy regulation, the denominatorof OPEX consists of direct non-capitalized costs related to R&D
and maintenance costs, which amounted to €107,712 K.
Taxonomy-eligible OPEX totaled €63,828 K, representing 59%
of total OPEX.

Aligned financial indicators
Methodology for evaluatingaligned financial indicators
These initial eligibility and alignment analyses by Guerbet arelikely to evolve in the coming years with changes in theavailability of data, especially technical data and informationfrom equipment suppliers or service providers, as well aschanges in the regulation.

Specific substantial contribution
and DNSH criteria
The substantial contribution and DNSH (Do No Significant
Harm to the other objectives) criteria were analyzed to verifyalignment. An activity can only be aligned if it does not causesignificant harm to any of the other Taxonomy objectives.
For activities measured individually, Guerbet was unable toverify the alignment criteria for all CAPEX and OPEX because of
the complexity of the criteria and the difficulties encountered ingathering information internally and externally. As a result,eligible CAPEX and OPEX for individual measures, for whichanalysis could not be conducted, have been considered as
non-aligned. We opted for a conservative approach to avoid
fictitious inflation of the ratios. The proportion of Taxonomyaligned CAPEX and OPEX is probably underestimated.

Methodology for analyzing generic DNSH
and minimum safeguards
Adaptation DNSH
Guerbet verified that it meets the Adaptation generic DNSH
criteria for all its eligible activities in accordance with appendix
A to the set of annexes.
The Group conducted an analysis of the exposure of its
activities to climate risks, including physical climate risks. This
analysis was deployed on the real estate assets identified asmaterial by the Group and including physical climate risks(temperature, drought, precipitation, natural disasters, etc.). For
more information, see section 5.3.1.1 “Climate risks andopportunities.”
The Group later conducted a financial vulnerability assessmentof the main risks, including physical and transition risks, todetermine the significance of the risks. Climate risks areprojected to 2030, 2040, and 2050 based on two
scenarios: a low-emissions scenario (1.5° C) and a highemissions scenario (4° C). In connection with these analyses,
Guerbet identified adaptation solutions to reduce the main
climate risks, including physical risks.

Minimum social safeguards
In accordance with the guiding principles of the minimum
safeguards described in article 4 of the Taxonomy regulation,
economic activities must also respect minimum social safeguards.
In terms of human rights, Guerbet relies on its management
systems, policies, and tools, such as its ethics charter and its secure
whistleblowing platform (see section 5.4.1 “Human rights”).
Guerbet also relies on its responsible purchasing approach,especially its Supplier Code of Ethics (see section 5.3.4“Lasting partnerships”).
Guerbet does not have a specific mapping on human rights.
The Group plans to establish it in 2024 and, on the basis of
this analysis, will be able to define a specific human rights
policy to supplement the existing mechanisms.

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STATEMENT OF NON-FINANCIAL PERFORMANCE
PlanetGuerbet has identified a plan to improve its minimum social
safeguards by 2025 and has no record of human rights
abuses(2). Guerbet thus considers that it meets the criteria ofminimum safeguards on human rights.

and is committed to gathering relevant competitive intelligence.
Guerbet regularly trains its exposed employees in best practices
in competition law (see section 5.4.3 “Compliance withcompetition law”).

Corruption

Taxation

In terms of anti-corruption measures, Guerbet has set up asystem to prevent corruption and influence peddling incompliance with the Sapin II law, implemented by the Audit,
Internal Control, and Compliance Department, which reports
directly to the Chief Executive Officer. The Internal Control andAnti-Corruption Department is responsible for deploying thesemeasures within the Group with the support of the regional or
local managers, who constitute a network of correspondents.
This is accompanied by policies and procedures, including an
ethics charter, a secure whistleblowing platform, and employee
training (see section 5.4.2 “Prevention of corruption andconflicts of interest”).

The risk of tax avoidance has not been identified as a material
issue for the Group. Guerbet Group neither encourages nor
promotes tax avoidance or operations in non-cooperative
countries and territories for itself, its subsidiaries, or its
customers.

Competition law

In 2023, eligible CAPEX totaled €18,000 K, or 29% of total
CAPEX.

Guerbet respects the rules of open, fair, and honest competition
wherever the Group operates and promotes it in its ethics
charter. As such, it prohibits any price fixing, protects its
customers and partners against unfair commercial practices,

Eligibility and alignment results
for the 2023 fiscal year
The results of the Taxonomy indicators for the 2023 fiscal year
are summarized below. Detailed results using the regulatory
tables are presented in the annexes on pages 156 to 161.

Aligned CAPEX amounted to €1,982 K, or 11% of eligible
investments and 3% of total CAPEX.

Amount2023(in € thousands)

Eligible and aligned investments

1,982
3%

Proportion of aligned investments out of TOTAL CAPEX
Proportion of aligned investments out of eligible investments

11%

Eligible but not aligned investments

16,018Eligible investments

18,00029%

Proportion of eligible investments
Non-eligible investments

45,032
63,032TOTAL CAPEX (DENOMINATOR)
Guerbet was unable to verify the alignment criteria for all OPEX
and CAPEX because of the complexity of the criteria and the
difficulties encountered in gathering information internally andexternally. As a result, eligible OPEX and CAPEX for individual
measures, for which analysis could not be conducted, havebeen considered as non-aligned. The proportion of Taxonomyaligned OPEX and CAPEX was probably underestimated. For
example, we were unable to verify alignment in the installationof the following equipment promoting decarbonization at our
industrial plants, such as the replacement of a boiler or
refrigeration equipment related to activity 7.3.

The aligned investments mainly relate to:• the use of electric and hybrid vehicles, encouraged by thecompany car policy (activity 6.5), especially in countries
with the least carbon-intensive electricity production. For
example, at the end of 2023, 34% of company cars inFrance were hybrid or electric (versus 24% in 2022 and
19% in 2021). Alignment could not be verified on all thevehicles concerned;• the acquisition of an energy class B administration building,in the top 15% nationally, at one of our industrial plants(activity 7.7).
Note that certain decarbonization investments are not included
in eligible investments either because the reporting systems inplace are unable to provide this level of detail or because they
are not considered eligible by the regulation.

(2)

154

Verified by consulting the National Contact Points and BHRRC databases.

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STATEMENT OF NON-FINANCIAL PERFORMANCE
PlanetConclusion and outlook

Lastly, for Guerbet’s turnover-generating economic activities:

The ratio of eligible and aligned CAPEX, calculated in 2023,
does not reflect Guerbet’s actions and investments to reduce theimpact of its activities on the environment, described in section
5.3 “Planet.”
On the one hand, Guerbet’s turnover-generating economic
activities are not directly concerned by the climate objectives,as the regulation targets the business sectors with the greatest
potential positive or negative impact.
On the other hand, for activities measured individually on the
climate objectives, Guerbet was unable to verify the alignment
criteria for all CAPEX and OPEX because of the complexity of
the criteria and the difficulties encountered in gathering
information internally and externally. As a result, eligible CAPEXand OPEX for individual measures, for which analysis could not
be conducted, have been considered as non-aligned. The
proportion of Taxonomy-aligned CAPEX and OPEX is probably
underestimated.

• 1.2 “Manufacture of medicinal products” for the pollution
control objective;• 1.2 “Manufacture of electrical and electronic equipment,” 5.1“Repair, refurbishment, and remanufacturing,” and 5.2 “Sale ofspare parts” for the transition to a circular economy objective.
Guerbet is not subject to the Taxonomy-alignment analysis until
fiscal year 2024. The turnover, CAPEX, and OPEX of these
activities were therefore considered not Taxonomy-aligned forthis year. Guerbet is conducting this alignment analysis in
2024 for these activities.
Guerbet will review the methodology used to calculate
indicators based on external data and information that willprobably become more readily available in the future and on
the basis of regulatory changes.
The Group is also considering the inclusion of criteria
contributing to alignment in these procedures, notably withregard to purchasing and internal reporting on investments.
Proportion ofaligned turnover/(absolute turnover)

Proportion ofeligible turnover/(absolute turnover)

CCM

0%

0%

CCA

0%

0%

WTR

0%

0%

CE

0%

5%

PPC

0%

86%

BIO

0%

0%

Proportion ofaligned CAPEX/(absolute CAPEX)

Proportion ofeligible CAPEX/(absolute CAPEX)

CCM

3.1%

13%

CCA

0%

0%

WTR

0%

0%

CE

2.9%

3.3%

PPC

0%

15%

BIO

0%

0%

Proportion ofaligned OPEX/(absolute OPEX)

Proportion ofeligible OPEX/(absolute OPEX)

CCM

0%

10%

CCA

0%

0%

WTR

0%

0%

CE

0%

7%

PPC

0%

74%

BIO

0%

0%

CCM: Climate Change Mitigation
CCA: Climate Change Adaptation
WTR: Water and Marine Resources
EC: Circular Economy
PPC: Pollution Prevention and Control (Pollution)
BIO: Biodiversity and ecosystems

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STATEMENT OF NON-FINANCIAL PERFORMANCESTATEMENT OF NON-FINANCIAL PERFORMANCE

PlanetPlanetTAXONOMY ANNEX – TURNOVER
DNSH criteria(“Does Not Significantly Harm”)

Circular economy

Pollution

(15)

(16)

(17)

(18)

(19)

(20)
Category(transitional activity)

Water

(14)

Category(enabling activity)

Climate change
adaptation(13)

Proportion of
Taxonomy-aligned(A.1.) or -eligible(A.2.) turnover,year N-1(12)

Minimum
safeguards(11)

Biodiversity
and ecosystems(10)

Pollution(9)

Circular economy

(8)

Water

(7)

Climate change
adaptation(6)

Climate change
mitigation(5)

Biodiversity
and ecosystems(in thousands
of €)

(4)

Climate change
mitigation

Code(s)(3)% of turnover(2)

Total turnover(1)
Economic activities

Substantial contribution criteria(%) Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL

Y; N

Y; N

Y; N

Y; N

Y; N

Y; N

Y; N

(%)

H

T

A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Taxonomy-aligned activities
Turnover of Taxonomy-aligned activities(A.1.)

0

0%

0%

0%

0%

0%

0%

0%

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

of which enabling

0

0%

0%

0%

0%

0%

0%

0%

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

of which transitional

0

0%

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

H
T

A.2. Taxonomy-eligible but not Taxonomy-aligned activities
Manufacture of medicinal products

PPC 1.2

673,799

86%

N/EL

N/EL

N/EL

N/EL

EL

N/EL

N/A

Manufacture of electrical and electronicequipment

CE 1.232,521

4%

N/EL

N/EL

N/EL

EL

N/EL

N/EL

N/A

Repair, refurbishment,
and remanufacturing

CE 5.1

6,540

1%

N/EL

N/EL

N/EL

EL

N/EL

N/EL

N/A

Sale of spare parts

CE 5.2

3,023

0.4%

N/EL

N/EL

N/EL

EL

N/EL

N/EL

N/A

Turnover of Taxonomy-eligible but
not Taxonomy-aligned activities (A.2.)

715,883

91%

0%

0%

0%

5%

86%

0%

N/A

TOTAL A (A.1. + A.2.)

715,883

91%

0%

0%

0%

5%

86%

0%

N/A

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of Taxonomy-non-eligible
activities (B)
TOTAL (A + B)

156

N/A

GUERBET

69,807

9%785,690

100%

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STATEMENT OF NON-FINANCIAL PERFORMANCESTATEMENT OF NON-FINANCIAL PERFORMANCE

PlanetPlanetTAXONOMY ANNEX – CAPEXDNSH criteria(“Does Not Significantly Harm”)

Circular economy

Pollution

Y; N

Y; N

Y; N

(15)

(16)

(17)

(18)

(19)

(20)
Category(transitional activity)

Water(%) Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL

(14)

Category(enabling activity)

Climate change
adaptation(in thousands
of €)

(13)

Proportion of
Taxonomy-aligned(A.1.) or -eligible(A.2.) CAPEX,
year N-1(12)

Minimum
safeguards(11)

Biodiversity
and ecosystems(10)

Pollution(9)

Circular economy

(8)

Water

(7)

Climate change
adaptation(6)

Climate change
mitigation(5)

Biodiversity
and ecosystems(4)

Climate change
mitigation

Code(s)(3)

Proportionof CAPEX(2)

Absolute CAPEX(1)
Economic activities

Substantial contribution criteria

Y; N

Y; N

Y; N

Y; N

(%)

H

T

A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Taxonomy-aligned activities
Transport by motorbikes, passenger cars,
and light commercial vehicles

CCM 6.5

172

0.3%

Y

N/EL

N/EL

N/EL

N/EL

N/EL

Yes

Yes

N/A

Yes

Yes

N/A

Yes

N/A

T

Acquisition and ownership of buildings

CCM 7.7

1,810

2.9%

Y

N/EL

N/EL

N/EL

N/EL

N/EL

Yes

Yes

N/A

N/A

N/A

N/A

Yes

N/A

T

Capital expenditures of Taxonomyaligned activities (A.1.)

N/A

1,982

3.1%

3.1%

0%

0%

0%

0%

0%

Yes

Yes

N/A

N/A

N/A

N/A

Yes

N/A

of which enabling

N/A

0

0%

0%

0%

0%

0%

0%

0%

of which transitional

N/A

1982

3.1%

N/A
N/A

H
T

A.2. Taxonomy-eligible but not Taxonomy-aligned activities
Manufacture of medicinal products

PPC 1.2

9,559

15.2%

N/EL

N/EL

N/EL

N/EL

EL

N/EL

Manufacture of electrical and electronicequipment
Repair, refurbishment,
and remanufacturing
Sale of spare parts

EC 1.2EC 5.1
EC 5.2

222

0.4%

N/EL

N/EL

N/EL

EL

N/EL

N/EL

N/A

Transport by motorbikes, passenger cars,
and light commercial vehicles

CCM 6.5

3,874

6.1%

EL

N/EL

N/EL

N/EL

N/EL

N/EL

N/A

Installation, maintenance, and repairof energy efficiency equipment

CCM 7.3

1,734

2.8%

EL

N/EL

N/EL

N/EL

N/EL

N/EL

N/A

Acquisition and ownership of buildings

CCM 7.7

629

1.0%

EL

N/EL

N/EL

N/EL

N/EL

N/EL

N/A

Capital expenditures of Taxonomyeligible but not Taxonomy-aligned
activities (A.2.)

N/A

16,018

25.4%

25.4%

N/EL

N/EL

0%

0%

N/EL

TOTAL A (A.1. + A.2.)

N/A

18,00028.6%

Capital expenditures of Taxonomynon-eligible activities (B)N/A

45,032

71.4%

TOTAL A + B

N/A

63,032100%

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES158

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STATEMENT OF NON-FINANCIAL PERFORMANCESTATEMENT OF NON-FINANCIAL PERFORMANCE

PlanetPlanetTAXONOMY ANNEX – OPEXDNSH criteria(“Does Not Significantly Harm”)

Circular economy

Pollution

(15)

(16)

(17)

(18)

(19)

(20)
Category(transitional activity)

Water

(14)

Category(enabling activity)

Climate change
adaptation(13)

Proportion of
Taxonomy-aligned(A.1.) or -eligible(A.2.) OPEX,
year N-1(12)

Minimum
safeguards(11)

Biodiversity
and ecosystems(10)

Pollution(9)

Circular economy

(8)

Water

(7)

Climate change
adaptation(6)

Climate change
mitigation(5)

Biodiversity
and ecosystems(in thousands
of €)

(4)

Climate change
mitigation

Code(s)(3)% of OPEX(2)

Total OPEX

(1)
Economic activities

Substantial contribution criteria(%) Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL

Y; N

Y; N

Y; N

Y; N

Y; N

Y; N

Y; N

(%)

H

T

A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Taxonomy-aligned activities
OPEX of Taxonomy-aligned activities(A.1.)

N/A

0

0%

0%

0%

0%

0%

0%

0%

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

of which enabling

N/A

0

0%

0%

0%

0%

0%

0%

0%

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

of which transitional

N/A

0

0%

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

H
T

A.2. Taxonomy-eligible but not Taxonomy-aligned activities
Manufacture of medicinal products

PPC 1.2

51,487

74%

N/EL

N/EL

N/EL

N/EL

EL

N/EL

N/A

Manufacture of electrical and electronicequipment

CE 1.2

5,077

7%

N/EL

N/EL

N/EL

EL

N/EL

N/EL

N/A

Data processing, hosting, and related
activities

CCM 8.1

7,264

10%

EL

N/EL

N/EL

N/EL

N/EL

N/EL

N/A

OPEX of Taxonomy-eligible but
not Taxonomy-aligned activities (A.2.)

63,828

91%

10%

N/EL

N/EL

7%

74%

N/EL

N/A

TOTAL A (A.1. + A.2.)

63,82891%

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES160

OPEX of Taxonomy-non-eligible activities
(B)

6,154

9%

TOTAL (A + B)

69,982100%

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Business ethics

5.4

BUSINESS ETHICS

5.4.1

Human rights

Guerbet Group is committed to ensuring that its entities comply
with the fundamental conventions of the International Labour
Organization (ILO), namely:• recognition of freedom of association and collective
bargaining rights;• elimination of discrimination with regard to employment andoccupation;• elimination of forced or compulsory labor;• the effective abolition of child labor.
Guerbet must also ensure that human rights are respected in its
value chain. Guerbet incorporates human rights into its internalmanagement systems, policies, and tools such as its ethics

5.4.2

Prevention of corruption and conflicts of interest

Guerbet’s ambition is to promote a strong culture of ethics andintegrity within the Group and its value chain in order toprevent and detect risks of corruption and influence peddling tosupport sustainable, responsible growth.
As specified in the Group’s Ethics Charter, Guerbet does nottolerate any form of corruption or influence peddling. The trustof our stakeholders and our long-term success depend on it.
Vigilance is therefore essential for everyone, regardless ofhierarchical level or workplace, particularly in relations withcustomers, suppliers, purchasing advisors, public officials, andintermediaries.
The Group’s Audit, Risk, Internal Control, and Ethics
Department, which reports directly to the CEO, has establishedmeasures for preventing corruption and influence peddling inaccordance with the Sapin II law. Within this department, theAnti-Corruption Manager is responsible for deploying thesemeasures within the Group with the support of the regional or
local managers, who constitute a network of correspondents.

5.4.2.1

Corruption risk mapping

Guerbet has developed a mapping of corruption and influencepeddling risk scenarios based on a methodology that combinesinternal and external data in accordance with therecommendations of the AFA (French anti-corruption agency).
Guerbet thus uses a risk-based approach to continuously
strengthen its internal controls in view of specific identified risks
and implements additional action plans when necessary withthe managers of the functions in question to improve theprevention and detection of corruption risks.

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charter, secure whistleblowing platform, and its Supplier Codeof Ethics. Guerbet only works with suppliers who respecthuman rights, labor laws, the environment, and business ethics(see section 5.3.4 “Lasting partnerships”). Guerbet makes
patient safety a top priority and protects the rights of those whotake part in clinical trials. Collaborations between Guerbet andpatient organizations are established according to principles
that guarantee the transparency and ethics of thesecollaborations (see sections 5.2.2.6 “Relations with local
authorities and communities” and 5.2.2.7 “Relations withpatents and healthcare professionals” in the paragraph “Closer
look at interaction with patient organizations”).

GUERBET

5.4.2.2

Preventive measures

Ethics Charter and policies
By distributing the Group’s ethics charter to all employees,
Guerbet renews its commitment to combat all forms ofcorruption, influence peddling, conflicts of interest, and any
practices that do not comply with the law or are not in keepingwith the integrity of its business affairs. The chapter “Acting withintegrity in conducting business” of this charter addresses thestandards of conduct expected in the prevention of conflicts ofinterest, representation of interests, compliance with competition
law, responsible purchasing, and the fight against corruption.
The chapter “Respecting patients and healthcare players”
covers product information, interactions with healthcare
professionals, and interactions with patient organizations.
Interaction with healthcare players is essential to achieving
Guerbet’s missions. These include exchanges of information on
the efficacy and safety of contrast media and medical devices,
through collaboration with these players for training in
diagnostic and interventional radiology practices, and researchand development programs. Long subject to these national andinternational regulatory requirements and strict internal rules, theGroup applies them to allow these relationships to be
maintained with integrity, fairness, and transparency inaccordance with national and international ethical standards.
In addition to an anti-corruption policy revised in 2023,
Guerbet has a policy for managing conflicts of interest,
accompanied by an individual questionnaire designed to
identify situations that could lead to conflicts of interest. This
questionnaire is sent to the Group’s middle and senior
management, who make up the Global Leadership Team.

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Training
An interactive e-learning module on the Group’s ethics charteris available in 13 languages and provided to all new
employees when they join the Group. It provides an illustrationof the topics addressed in the charter through concrete
examples and scenarios.
The corruption prevention e-learning module implemented in2020 in French and English was redeployed this year.
Originally intended primarily for the Group’s top managers andexecutives, the module is now available in seven languages
and accessible to a larger number of exposed employees
depending on their geographic region or function.
Ad hoc awareness-raising sessions have also been held for
exposed employees and all Group buyers and sales managers
as well as our commercial partners in certain sensitive
geographical regions.

Evaluation of third parties
Given its business activity and the analysis of corruption risks
through third parties, Guerbet has put in place a procedure toevaluate third parties with an initial focus on the evaluation of

its commercial partners, such as distributors. Based on anumber of risk criteria, such as country risk or type of third
party, commercial intermediaries undergo a specific evaluation
procedure and are contractually bound to comply with anticorruption clauses.

5.4.2.3

Whistleblowing

Guerbet encourages its employees to report any acts
inconsistent with its ethical principles, especially those that could
be considered as corruption, to their line manager or thedesignated officials or through a dedicated whistleblowing
platform. This secure whistleblowing platform is separate fromthe computing network and available to all Group employees. It
allows any whistleblowing issues reported anonymously orotherwise to be collected, recorded, and investigatedconfidentially. This whistleblowing system is included in theGroup’s ethics charter and is accessible to external stakeholders.
An annual report on the operation of the whistleblowing systemand the associated escalations was presented to the Ethics
Committee of the Board of Directors in 2023.

Action plan and results
Theme

Objectives and key focuses for 2018-2023

Actions, progress, and results in 2023

Combating corruption andpreventing conflicts ofinterest• Updating the Group’s anti-corruption
and conflict-of-interest policies and related
procedures• Reinforcing the control measures basedon the corruption risk mapping establishedwithin the Group• Training and raising awareness: extendinganti-corruption awareness among employees
and providing periodic training for those
who are most at risk as well as external
stakeholders• Evaluating third parties: applying theprocedure for evaluating third parties to allof the Group’s third parties on the basisof the identified risks• Promoting the whistleblowing systemand encouraging its use within the Group• Revision of the Group’s anti-corruption policy
in 2023• Updating of the corruption risk mapping
and presentation of anti-corruption measuresand priority actions to the Ethics Committee• Continued deployment of the Group’s
anti-corruption training to the most exposed
functions/geographic regions, withmore than 848 people trained• Group-wide mapping of commercial third
parties presenting risks and reinforcementof the evaluation system• Report on escalations through thewhistleblowing system presented to the Ethics
Committee. In 2023, 19 messages werereceived through our whistleblowing systemfrom three different countries• Video and internal communication about
our whistleblowing system to encourage its use

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Business ethics

5.4.3

Compliance with competition law

Guerbet respects the rules of open, fair, and honest competition
wherever the Group operates and promotes it in its ethics
charter. As such, it prohibits any price fixing, protects its
customers and partners against unfair commercial practices,
and is committed to gathering relevant competitive intelligence.
We compete fairly by promoting innovation and quality. The
price of our products and solutions is defined in an ethical,
objective, balanced, and reliable manner. We ensurecompliance with drug promotion rules.

Guerbet’s business strategy is based on market andenvironmental analyses conducted by our departments using
available public data.
In France, the promotion of drugs is governed by thecertification standards for information activities aimed at thepromotion of medicinal products through direct marketing or
sales prospecting, produced by the French national healthauthority (HAS). Independent certifying bodies ensure that thepromotion practices of drug companies comply with the 2014
Charter, which reinforces the quality and transparency of
medical examinations.

Action plan and results
Theme

Objectives and key focuses for 2018-2023

Actions, progress, and results in 2023

Compliance withcompetition law• Maintaining compliance withcompetition law by training exposed
employees• In 2023, the Group was subject to no competition
proceedings or complaints• Regular training in best practices in competition law
for exposed persons

5.4.4

Responsible use of laboratory animals in research

In research and innovation, Guerbet’s work is focused on two
key medical imaging segments: Diagnostic Imaging – including
Magnetic Resonance Imaging (MRI), X-ray Imaging, andImaging Solutions and Services (ISS) – and Interventional
Imaging.
Where the use of animals is imperative, studies are supervisedby professionals who receive ongoing training and using
procedures and conducted according to procedures compliant
with applicable regulations. Experiments are conducted with aconcern for preventing animal suffering as much as possible.
These precautions, which are an integral part of ourprocedures, are applied throughout the life of the animals, fromaccommodation to care, and all the way to scientificexperimentation.
Since 1996, Guerbet has voluntarily committed to theinternational principles of the “3Rs” of Replacement, Reduction,
and Refinement:• Replacement: give preference to other methods over animal
testing. Laboratory animals are used only when absolutely
necessary, i.e. when the objective of the study cannot be
achieved by other means, particularly in vitro testing;164

GUERBET• Reduction: use animal testing as little as possible in a
research study, bearing in mind that a representative panel
is necessary;• Refinement: improve the animals’ comfort and prevent
animal suffering by using appropriate analgesia andanesthesia methods.
In accordance with the applicable regulations, Guerbet reports
to an external ethics committee consisting of around 30
independent members. The Ethics Committee assesses eachresearch project requiring the use of an animal model andgives an opinion which is attached to any application for
project authorization submitted to the French Ministry of Higher
Education and Research. Guerbet also has a five-member
animal welfare structure, including an independent veterinarian.
The animal welfare structure is responsible for advisingprofessionals on animal welfare issues and for auditing
practices and studies. Guerbet may need to subcontract studies
and only works with companies applying the same rules.
Wanting to offer innovative solutions for the future, Guerbet
ensures that such work complies with ethical rules and respects
animal welfare.

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CSR data consolidation methodology

5.5

CSR DATA CONSOLIDATION METHODOLOGY

5.5.1

Scope and methods of consolidation

5.5.1.1

Quality data

• simplifying and aligning HR processes;

Scope
Quality data are consolidated for the Group’s industrial plants.
Administrative and commercial units are excluded from thestatement of non-financial performance. However, initiatives arealso being taken, and indicators are being monitored at theseplants.

• improving performance through development plans andtarget setting, with ongoing monitoring up to the year-end
assessment;• facilitating employee mobility;• involving employees in their own development;• strengthening managers’ commitment regarding humanresources;

Methods of consolidation• managing the recruitment process;Monthly quality data reporting is done through internalconsolidation files and analyzed quarterly.

• managing compensation campaigns;

The reporting period for the quality indicators for year N is
January 1 to December 31 of year N.

Particular attention is given to data quality.

To ensure the uniformity and reliability of the quality indicators
monitored at all the industrial plants, Guerbet has established areference framework describing the definitions of the quality
indicators and the calculation methods.

5.5.1.2

HR data• setting up a job management system for the organization.

In terms of timeline:• the number of employees for year N is reported at
December 31 of year N;• the reporting period for the training indicators for year N isfrom January 1 to December 31 of year N.

5.5.1.3

Scope
HR data are consolidated for all Guerbet companies
worldwide, for all Group activities, from the moment they areincluded in the HR information systems:• MyHR, which is the global human resources information
system, including workforce monitoring;• two main Learning Management Systems (LMS):
Compliance Wire (mainly for quality, safety, and regulatory
training) and MyHR-LMS (mainly for other training), alongwith the collection of data in Excel for the Lanester andMarans plants. In 2024, Guerbet will have a single LMS(MyHR-LMS in its validated version) for easier, more reliable
monitoring of training data for the entire Group.

Methods of consolidation
Consolidation of training data is done using MyHR-LMS,
Compliance Wire, and Excel files.
MyHR has been rolled out across the entire Group with themain objectives of:• centralizing data to significantly improve data quality/
reliability and HR reporting with a two-level system (global
and local) permitting integration/compliance with local
requirements. Most of the entities have switched to a global
payroll organization, facilitating accounting, control, andpayment. This step enhances the management of HR data;

GUERBET

Health and safety data

Scope
Data on workplace incidents and occupational diseases areconsolidated globally for all employees of Guerbet companies,
for all the Group’s businesses. The published data exclude
temporary workers and subcontractors, but they are monitoredinternally.

Methods of consolidation
To ensure the uniformity and reliability of the workplace
incident and disease indicators monitored across all its entities,
Guerbet has implemented a Group reporting procedure. This
document specifies the methodologies to be followed for thereporting of workplace incidents and occupational diseases
throughout the Group: definitions, reporting deadlines, andcalculation of indicators.
Each month, Guerbet consolidates the number of incidents at
the Group level, the number of days lost, and the Total
Recordable Incident Rate (TRIR).
The TRIR is adjusted annually based on the number of staff at
December 31 of year N.
The incident frequency rate and severity rate are consolidated
annually.
The reporting period for the safety indicators for year N is fromJanuary 1 to December 31 of year N.

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5.5.1.4

Environmental data

The reporting period for the environmental indicators for year N
is from January 1 to December 31 of year N.

Scope
Environmental data are consolidated for the Group’s mainindustrial and Research and Innovation (R&I) facilities. Guerbet’s
plant in Lyon is excluded, as are the administrative and sales
units, whose impact is not significant. However, initiatives arealso carried out at these locations.
Greenhouse gas emissions are consolidated for scopes 1 and
2 for all Group entities.

Methods of consolidation
Environmental data
consolidation files.

5.5.2

reporting

is

done

through

Guerbet consolidates indicators on externally treated waste on
an annual basis, distinguishing between recovered and nonrecovered waste.

Change in scope of consolidation• Plan de Sauvegarde de l’Emploi (PSE: employee savingsplan) announced in January 2023 by Group Management.
This PSE is part of the Group’s reorganization following thechanges in its strategy.

Methodological details and limitations

The HR, health, safety, and environmental indicators may have
limitations due to:• the lack of official HR definitions at the international level,
which can lead to disparities (e.g. types of employment
contracts);• procedures for collecting and entering information;

5.5.4

Guerbet consolidates the energy, water, and greenhouse gas
emissions indicators on energy sources on a monthly basis.

internal• Acquisition of Intrasense in June 2023. Intrasense’s year-end
headcount was taken into account only for the total
workforce of 2,920 employees in section 5.2. “People”
and in the graph showing the breakdown of the workforce
by region.

5.5.3

To ensure the uniformity and reliability of the environmental
indicators monitored at the eight main industrial and R&I
facilities, Guerbet has defined the various indicators,
conversion factors, and emission factors.

• changes in certain data (e.g. regulatory changes in thecalculation of the percentage of employees with disabilities
in France and updating of greenhouse gas emission factors);• the unavailability of data in the systems, which means thatthe data cannot be used or consolidated.
Guerbet has therefore clarified themethodologies used for these indicators.

definitions

andData responsibilities and controls

The HR and HSE teams at the head office are responsible forconsolidating the data on the basis of the information provided
by the Group’s various entities.
The HSE indicators of the industrial plants are consolidated by
the HSE managers, who conduct an initial review of the data.

5.5.5

Quality indicators

5.5.5.1

Percentage “right the first time”

This is the number of operations on batches released (orcertified) without a deviation during the month relative to thetotal number of operations on batches released (or certified)during the month.

Consistency reviews are performed by the HR and HSE teams
at the head office during consolidation. These controls include,for example, loopbacks, comparison with data for prior fiscal
years, and analysis of divergences deemed significant.

5.5.5.2

Batch release cycle time

This is the number of days between the start of production andthe first release of the sub-batch or complete batch.

5.5.5.3

Performance of quality control
laboratories

This is the number of quality control analyses conducted per fulltime-equivalent employee.

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5.5.6

Social indicators

5.5.6.1

Workforce

The workforce includes all employees who have a contract(open-ended or fixed-term) with a Guerbet company, including
apprentices and interns who have a contract with Guerbet.
Interns are counted if they have a contract with Guerbet. In
France, for example, they are excluded from reporting (intern
under an internship agreement). Employees are counted overthe entire calendar year (from January 1 to December 31 ofyear N).

central function management committee. Special attention is
given to this category, particularly in connection with anobjective of equal gender representation in senior management
positions.

Nationality
This indicator comes from MyHR data and has limitations
associated in particular with the inputting of this information into
the tool.

It is the number of employees at December 31 of year N.

Moreover, for employees who have multiple nationalities, only
one is entered in the tool.

Employees with a contract ending on December 31 of year N
are included in the workforce at December 31 of year N.

5.5.6.3

The workforce is expressed as a number of employees
regardless of working time or start date during year N.

Breakdown of workforce by region
The regions are determined as follows:• France;• EMEA (Europe, Middle East, and Africa – excludingFrance): Austria, Belgium, the Czech Republic, Germany,
Ireland, Israel, Italy, the Netherlands, Poland, Portugal,
South Africa, Spain, Switzerland, Turkey, and the United
Kingdom;Training

Number and percentage of employees trained
The employees counted are those on open-ended contracts or
fixed-term contracts, apprentices, and paid interns present
during the year. An employee who has participated in multiple
training courses is counted as a single trained employee. For
year N, the number of trained employees comes from thefollowing training tracking tools:• Compliance Wire, mainly for quality, safety, and regulatory
training and for all e-learning;• North America: United States;• MyHR, mainly for other training, with the exception oftraining data for the Marans and Lanester plants, which arecollected separately (Excel file).

• LATAM (Latin America): Argentina, Brazil, Chile, Colombia,
Mexico, and Panama;

The training courses counted are those conducted by a trainer
and/or in e-learning mode.

• Asia-Pacific: Australia, China, Hong Kong, India, Japan,
South Korea, and Taiwan.

5.5.6.2

Diversity

Middle managers and executives
This category includes members of the Executive Committee aswell as positions of responsibility and impact on the Group’s
strategy, such as positions on the plant management
committee, the subsidiary management committee, and the

GUERBET

The reporting period for training indicators for year N is fromJanuary 1 to December 31 of year N. Training courses taking
place over multiple years are counted in the year when the
training ends.
The percentage of employees trained is calculated on the basisof all employees trained during the year, including those who
left the company during the year and interns.

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5.5.7

Safety indicators

5.5.7.1

Recorded incidents

5.5.7.4

For the entire Group, Guerbet consolidates the number ofrecorded incidents according to the Group’s internal reporting
procedure, which keeps a record of lost-time incidents,
adapted workstations, or medical treatment.

5.5.7.2

Theoretical hours worked

This indicator is used to calculate the incident frequency andseverity rates.
The theoretical hours worked are calculated on the basis of theGroup’s year-end workforce over year N and the legal annual
working time in France (1,607 hours).
Calculation: workforce at December 31 of year N × 1,607 hours.

Workplace incident frequency rate

This is the number of lost-time workplace incidents (according to
the Group’s internal procedure) in year N at the Group level
per million theoretical hours worked.
Calculation: number of lost-time workplace incidents in year N
× 1,000,000/theoretical hours worked.

5.5.7.5

Workplace incident severity rate

The severity rate is the ratio between the number of days lost as
a result of workplace incidents according to the Group’s
internal procedure and the number of hours worked multipliedby 1,000. The aim is to express the severity of incidents as afunction of lost time.
Several indicators are monitored:

5.5.7.3

TRIR

Total Recordable Incident Rate for Guerbet employees (openended contracts, fixed-term contracts, apprentices, and interns).
This is the number of recorded incidents (according to theGroup’s internal procedure) in year N at the Group level per
100 employees.
This indicator has been rolled out across the whole Group.
Calculation: number of recordable incidents in year N × 100/number of employees at year-end.

Indicator

Methodology

Incident severity
rate year N

Number of days lost in year N
for incidents that occurred in year N
per 1,000 theoretical hours worked

Two-yearaverage severity
rate

Average of the severity rates for year N
and year N-1

Incident severity
rate year N &N-1

Number of days lost in year N for
incidents that occurred in year N and N-1
where the days lost continued into year N,
up to a limit of 365 consecutive days,
per 1,000 theoretical hours worked

Guerbet monitors the change in the TRIR over the 2017-2023
period against the reduction target set for this period.

5.5.8

Environmental indicators

5.5.8.1

Water consumption

5.5.8.2

The reporting period for the water indicators for year N is fromJanuary 1 to December 31 of year N.
This is the consumption of public water only. Consumption ofwater recycled in-house is excluded (indicator consolidated
separately). Data from previous years have been adjusted toreflect the change in methodology.
The data are measured by the plants through water invoices or,
failing that, on the basis of meters with a verification of theirconsistency with the invoice.
The data are consolidated each month at the Group level inabsolute and relative terms.
The objective pertains to the relative consumption of water, i.e.
relative to production quantities from January 1 to December 31 ofyear N. Production quantities include production by the chemicaland pharmaceutical plants but not the production of injectors.

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GUERBET

Energy consumption

Energy includes electricity, gas, and fuel oil used for production
or heating. Consumption of gas and fuel oil to operate forklifts
or power backup generators is excluded.
The reporting period for the energy indicators for year N isfrom January 1 to December 31 of year N.
The data are measured by the plants through energy invoices
or, failing that, on the basis of meters with a verification of theirconsistency with the invoice.
Conversion factors have been established at the Group level
and are used automatically in the reporting files to ensure
consistency.
The data are consolidated each month at the Group level inabsolute and relative terms.

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CSR data consolidation methodology

The objective pertains to the relative consumption of energy,
i.e. relative to production quantities from January 1 to
December 31 of year N. Production quantities include
production by the chemical and pharmaceutical plants but not
the production of injectors.

• reporting of actual fuel oil and diesel consumption formobile equipment;• reporting of measured or calculated values for process
emissions.

Waste treated externallyConversion factors (also called emission factors) are centralized
and updated at the Group level and are used automatically inthe reporting files to ensure consistency.

The distinction between recovered and non-recovered waste is
the distinction made by the European regulations for European
Union member countries (Decision 2000/532/EC of May 3,2000) and the local regulations for other countries.

Emissions resulting from energy consumption are calculatedusing emission factors mainly from ADEME, AIB, EPA,ECOINVENT, and the LEEM measurement guidelines.

5.5.8.3

The reporting period for the waste indicators for year N is fromJanuary 1 to December 31 of year N. This means that waste
for external treatment that left the plant between January 1 andDecember 31 of year N is recorded cumulatively in year N.
On-site waste awaiting removal by an external company is
excluded from this indicator.
When raw data are expressed in cubic meters, in the absenceof precise data, a density of 1 is assumed (1 cubic meter isequivalent to 1 metric ton).
The data are recorded by the plants using waste tracking
records or local equivalents.
The data are consolidated once a year at the Group level inabsolute and relative terms (i.e. relative to production quantities
from January 1 to December 31 of year N). Production
quantities include the production by the chemical andpharmaceutical plants but not the production of injectors.

5.5.8.4

GHG emissions for scopes 1 and 2

The reporting period for GHG emissions for scopes 1 and 2 isfrom January 1 to December 31 of year N.
Guerbet tracks two indicators:• energy-related GHG emissions from the industrial plants;• Group scope 1 & 2 GHG emissions.
The data are counted on the basis of:• energy reporting: according to the actual consumption inyear N for industrial plants; on the basis of actual
consumption for the head office and calculation of the floor
space of the premises for the other entities;

To reflect Guerbet’s performance without taking exogenous
decarbonization factors into account, we take green energies into
account as part of the reduction and calculate emissions related
to energy consumption with a constant emission factor. In otherwords, we take into account the emission factors used in 2021:
the emission factors used are those from 2015 for gas and 2020
market-based for electricity (“market-based” means taking into
account the electricity suppliers chosen by the companies).
We also track emissions from energy consumption, updating
emission factors annually to track our objectives for our “SBTi”
commitment. They are represented with arrows indicating“exogenous changes.”
Change in scope: This year, Guerbet included emissions fromthe incineration of solvents at the Lanester plant, which explains
the change compared with the 2022 report. The data havealso been incorporated for 2021 and 2022 to enable like-forlike comparison. To calculate these emissions from the Lanester
incinerator, Guerbet uses an emission factor calculated
internally based on thermal oxidation chemical reactions.
The data are consolidated each year at the Group level inabsolute and relative terms.
Guerbet also tracks the GHG emissions indicator for energy
scopes 1 and 2 at the industrial plants on a monthly andannual basis.
Guerbet’s objective over the medium and long term is to
reduce emissions in absolute terms. Guerbet also monitors its
emissions in relative terms, i.e. relative to production quantities
from January 1 to December 31 of year N. Production
quantities include production by the chemical andpharmaceutical plants but not the production of injectors.

• reporting of fugitive emissions (refrigerant leaks) for year N.
Refrigerant emissions were obtained using two methods:
actual for all industrial plants and by calculation on the basisof floor space for the other entities;

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5.6

STATEMENT OF NON-FINANCIAL PERFORMANCE
Report of one of the Statutory Auditors, appointed as independent third party, on the verificationof the consolidated non-financial performance statement

REPORT OF ONE OF THE STATUTORY AUDITORS, APPOINTEDAS INDEPENDENT THIRD PARTY, ON THE VERIFICATION
OF THE CONSOLIDATED NON-FINANCIAL PERFORMANCESTATEMENTFor the year ended December 31, 2023
This is a free translation into English of the independent third-party organization’s report issued in French and is provided solely for theconvenience of English-speaking readers. This report should be read in conjunction with, and construed in accordance with, French
law and professional standards applicable in France.
To the shareholders,In our capacity as independent third-party organization, member of Mazars Group and accredited by COFRAC Inspection under
number 3-1095 (list of accredited sites and their scope of accreditation available on www.cofrac.fr), we have performed work toprovide a reasoned opinion that expresses a limited level of assurance on the historical information (observed and extrapolated) of
the consolidated extra-financial performance statement (hereinafter the “Information” and “Statement" respectively), prepared inaccordance with the entity’s procedures (hereinafter the “Guidelines”), for the financial year ended 2023, presented in the
management report of Guerbet SA (hereinafter the “Entity”) in application of the provisions of Articles L. 225-102-1, R. 225-105 andR. 225-105-1 of the Commercial Code.

Conclusion
Based on the procedures we performed, as described in the "Nature and scope of our work” and the evidence we collected,
nothing has come to our attention that causes us to believe that the consolidated non-financial statement is not presented inaccordance with the applicable regulatory requirements and that the Information, taken as a whole, is not presented fairly inaccordance with the Guidelines, in all material respects.

Comments
Without qualifying the conclusion expressed above, and in accordance with the provisions of Article A. 225-3 of the French
Commercial Code, we make the following comment:
As explained in the methodological note on page 165, the methodology designed by internal teams to calculate emission factors forsolvents has not been verified by an independent body specialized in the certification of emission factors. Greenhouse gas (GHG)
emissions from published solvents have been calculated on the basis of these uncertified emission factors.

Preparation of the non-financial performance statement
The lack of a commonly used framework or established practice on which to base the assessment and evaluation of information
allows for the use of alternative accepted methodologies that may affect comparability between entities and over time.
The Statement has been prepared in accordance with the Entity’s procedures (hereinafter the “Guidelines”), the main elements ofwhich are presented in the Statement.

Restrictions due to the preparation of the Information
The Information may contain inherent uncertainty about the state of scientific or economic knowledge and the quality of external data
used. Some of the Information is dependent on the methodological choices, assumptions and/or estimates made in preparing theinformation and presented in the Statement.

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STATEMENT OF NON-FINANCIAL PERFORMANCE
Report of one of the Statutory Auditors, appointed as independent third party, on the verificationof the consolidated non-financial performance statement

The Entity’s responsibility
The Board of Directors is responsible for:• selecting or setting appropriate criteria for the preparation of the Information;• preparing the Statement compliant with legal and regulatory requirements, including a presentation of the business model, adescription of the principal non-financial risks, a presentation of the policies implemented considering those risks and the outcomesof said policies, including key performance indicators and also, the Information required by Article 8 of Regulation (EU)2020/852 (EU Taxonomy);• and implementing internal control procedures deemed necessary to the preparation of information, free from material
misstatements, whether due to fraud or error.
The Statement has been drawn up by applying the Entity's Guidelines as mentioned herein before.

Responsibility of the independent third-party organization
Based on our work, our responsibility is to provide a report expressing a limited assurance conclusion on:• the compliance of the Statement with the requirements of article R. 225-105 of the French Commercial Code;• the fairness of Information (observed or extrapolated) provided in application with article R. 225 105 I, 3° and II of the French
Commercial Code, i.e., the outcomes, including key performance indicators, and the measures implemented considering theprincipal risks (hereinafter the “Information”).
We conducted our work in order to provide a reasoned opinion expressing a limited level of assurance on the historical, observed
and extrapolated information.
As it is our responsibility to express an independent conclusion on the Information prepared by management, we are not authorized
to be involved in the preparation of such Information, as this could compromise our independence.
This is not our responsibility to express an opinion on:• the entity's compliance with other applicable legal and regulatory requirements (in particular with regard to the Information
required by Article 8 of Regulation (EU) 2020/852 (green taxonomy), the due diligence plan and the fight against corruption
and tax evasion);• the truthfulness of the Information provided for in Article 8 of Regulation (EU) 2020/852 (EU Taxonomy);• the compliance of products and services with applicable regulations.

Regulatory provisions and applicable professional standards
The work described below was performed with reference to the provisions of articles A. 225-1 et seq. of the French Commercial
Code, as well as with the professional guidance of the French Institute of Statutory Auditors (“CNCC”) applicable to suchengagements and with ISAE 3000 (revised).
This report has been prepared in accordance with the RSE_SQ_Programme de vérification_DPEF

Independence and quality control
Our independence is defined by the requirements of article L. 822-11-3 of the French Commercial Code and the French Code of
Ethics (code de déontologie) of our profession. In addition, we have implemented a system of quality control including documented
policies and procedures regarding compliance with applicable legal and regulatory requirements, the ethical requirements and theprofessional doctrine of the French National Association of Auditors.

Means and resources
Our work was carried out by a team of 5 people between February and March 2024 over a total intervention period of 4 weeks.
We conducted interviews with the people responsible for preparing the Statement, representing in particular the human resources,
management control, health and safety, environment and training departments.

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STATEMENT OF NON-FINANCIAL PERFORMANCE
Report of one of the Statutory Auditors, appointed as independent third party, on the verificationof the consolidated non-financial performance statement

Nature and scope of our work
We planned and performed our work considering the risks of significant misstatement of the Information.
We estimate that the procedures we have carried out in the exercise of our professional judgment enable us to provide a limited
assurance conclusion:• we obtained an understanding of the Entity’s activity and the description of the principal risks associated;• we assessed the suitability of the criteria of the Guidelines with respect to their relevance, completeness, reliability, neutrality andunderstandability, with due consideration of industry best practices, when appropriate;• we verified that the Statement includes each category of social and environmental information set out in article L. 225 102 1 III;• we verified that the Statement provides the Information required under article R. 225-105 II of the French Commercial Code,where relevant with respect to the principal risks, and includes, where applicable, an explanation for the absence of theInformation required under article L. 225-102-1 III, paragraph 2 of the French Commercial Code;• we verified that the Statement presents the business model and a description of principal risks associated with all the consolidated
entities’ activities, including when relevant and proportionate, the risks associated with its their business relationships, its theirproducts or services, as well as its their policies, measures and the outcomes thereof, including key performance indicators
associated to the principal risks;• we referred to documentary sources and conducted interviews to:• assess the process used to identify and confirm the principal risks as well as the consistency of the outcomes, including the key
performance indicators used, with respect to the principal risks and the policies presented, and• corroborate the qualitative information (measures and outcomes) and quantitative that we considered to be the most important.
Other work was carried out on the consolidating Entity;• we verified that the Statement covers the scope of consolidation, i.e., all the consolidated entities in accordance with article
L. 233-16 of the French Commercial Code within the limitations set out in the Statement;• we obtained an understanding of internal control and risk management procedures implemented by the entity and assessed thedata collection process to ensure the completeness and fairness of the Information;• for the key performance indicators and other quantitative outcomes that we considered to be the most important, we implemented:• analytical procedures to verify the proper consolidation of the data collected and the consistency of any changes in those data,• tests of details, using sampling techniques, in order to verify the proper application of the definitions and procedures andreconcile the data with the supporting documents. This work was carried out on a selection of contributing entities and covers
between 15% and 91% of the consolidated data relating to the key performance indicators and outcomes selected for these tests;• we assessed the overall consistency of the Statement based on our knowledge of all the consolidated entities.
We are convinced that the work carried out, based on our professional judgement, is sufficient to provide a basis for our limited
assurance conclusion; a higher level of assurance would have required us to carry out more extensive procedures.

Paris La Défense, Thursday, April 2nd 2024
The independent third-party organization,
Mazars SAS
Bruno POUGETPartner

172

Souad El Ouazzani
Partner CSR & Sustainable Development

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FINANCIAL STATEMENTS
AND RELATED NOTES

6.1

CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES

174

6.1.1

Summary financial statements

174

6.1.2

Notes to the consolidated financial
statements

178

6.2

STATUTORY AUDITORS’ REPORTON THE CONSOLIDATEDFINANCIAL STATEMENTS
216

6.3

INDIVIDUAL FINANCIAL
STATEMENTS AND NOTES

221

6.3.1

Annual financial statements

221

6.3.2

Notes to the annual financial statements

224

GUERBET

6.4

STATUTORY AUDITORS’ REPORTON THE ANNUAL FINANCIAL
STATEMENTS
242

6.5

STATUTORY AUDITORS’ SPECIALREPORT ON REGULATEDAGREEMENTS
246

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FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

6.1

CONSOLIDATED FINANCIAL STATEMENTS AND NOTES

6.1.1

Summary financial statements

6.1.1.1

Consolidated balance sheet

ASSETS (net values)Note(in € thousands)

December 31,
2023

December 31,
2022

Intangible assets

597,11597,925

Tangible assets

6

293,929

286,119

1&7

24,52729,2738

28,038443,60916,653429,970

Other non-current financial assets
Deferred taxes – Assets
Total Non-current assets
Inventories

9305,178

272,496

10 & 1.1

149,550

121,238

9,942

10,300

Other current financial assets

1 & 1.1

65,68563,955

Cash and cash equivalents
Total Current assets

1 & 1.2

51,279581,633

41,683509,673

1,025,242

939,643

December 31,
2023

December 31,
2022

Trade receivables(a)Assets held for sale

TOTAL ASSETSEQUITY & LIABILITIES (net values)Note(in € thousands)

Capital12,641

12,641Other reserves

390,334

444,835

Net income

23,866(41,116)

Translation adjustment
Shareholders’ equity, Group share(48,509)378,332(36,790)379,570(60)—

378,272

379,570

2.1 & 2.2

374,045

278,431

Other non-current financial liabilities

2

3,689

—

Deferred tax liabilities

8

9,448

9,872

Non-current provisions

12

11

Net income and reserves, non-controlling interests

Total Shareholders’ equity
Non-current financial debt

Non-current liabilities
Trade and other payables

13 & 2.1

Current financial debt
Other current liabilities

1 & 2.7

Current tax liabilities
Other short-term provisions

12

Liabilities associated with assets held for sale
Total Current liabilities
TOTAL EQUITY & LIABILITIES

30,56232,150417,743

320,453

92,916

103,71113,00033,611

77,95769,021

29,584

19,366

15,77013,912—229,227—
239,620

1,025,242

939,643(a) Following the Group’s announcement in January 2023 of a strategic refocusing, concentrating efforts for activity II on Lipiodol® and putting the catheter activities up
for sale, the non-current assets of Accurate Medical Therapeutics and Occlugel were considered “held for sale” pursuant to IFRS 5. These assets and liabilities wererecognized at fair value and classified at the bottom of the Group’s consolidated balance sheet. This resulted in net assets of €9,942 K. At the date of publicationof this document, the disposal of the non-current assets of Accurate Medical Therapeutics and Occlugel has not yet been completed for reasons beyond our control.

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FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

6.1.1.2

Consolidated income statement(in € thousands)

Revenue

Note

2023

2022

4

785,690753,275

6,908

8,001

Usage fees
Other operating income

14

Purchases consumed and change in inventories

3,615

8,879

(179,704)(180,424)

Staff costs

15(263,625)(240,664)

External charges

16(233,806)(232,585)

Taxes

17

(15,441)(14,992)

Amortization, depreciation, and impairment

18(61,145)(119,625)

Net provisions

18

1,037

(1,587)

Other operating income and expenses
Current operating income

19(4,858)38,671

1,561(18,160)of which profit sharing

(915)

(455)

Income from cash and cash equivalents

123

34

(8,714)(8,591)(3,239)(3,205)

1,707(3,634)Gross borrowing costs
Net borrowing costs

20

Currency gains/losses
Other financial income and expenses(979)(3,373)(8,637)
22,171(12,744)(41,116)

Net income, Group share

23,866(41,116)

Net income from non-controlling interests
Net earnings per share with € 1 nominal value (in euros)
Diluted net earnings per share with €1 nominal value (in euros)(1,696)
1.75
1.75

—
(3.25)(3.25)

Income tax
Consolidated net income

6.1.1.3

21

27

Consolidated statement of comprehensive income
2023

2022

22,171(41,116)

Actuarial gains and losses for IAS 19 obligations(1,430)11,286

Deferred tax on actuarial gains and losses on IAS 19 obligations

1,190(3,069)

205

(399)

1,259

103

Hedging instruments(11,187)

9,134

Change in translation adjustments
NET INCOME AND GAINS AND LOSSES RECOGNIZED DIRECTLY IN EQUITY(11,716)492

11,631(12,430)(in € thousands)

Consolidated net income for the period
Income and expenses recognized directly in equity
Non-reclassifiable

Actuarial gains and losses for IFRS 2 obligations
Deferred tax on actuarial gains and losses on IFRS 2 obligations
Reclassifiable

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FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

6.1.1.4

Consolidated statement of cash flows(in € thousands)

2023

2022

Net income

22,171(41,116)

Change in amortization, depreciation, and provisions on fixed assets and other current assets

58,220123,134

Net provisions for risks
Change in fair value of hedging instruments
Costs of stock options and free shares

(957)

382

(1,973)(1,358)

205

(399)

Income from sale of fixed assets and other adjustments
Cash flow after net borrowing costs and taxes

1,861
79,527

2,273
82,916

Net borrowing costs

10,635

4,573

Taxes (including deferred taxes)
Cash flow before net borrowing costs and taxes

8,637
98,79912,744
100,233

Taxes paid

(6,910)(11,410)(Increase)/decrease in inventories(36,274)(68,228)(Increase)/decrease in trade receivables(28,970)(1,556)

Increase/(decrease) in trade payables(10,342)

22,146(Increase)/decrease in other assets(10,289)(5,499)

Increase/(decrease) in other liabilities

21,422(5,245)

Change in operating WCR(64,452)(58,382)

NET CASH FLOW FROM OPERATING ACTIVITIES (A)27,43730,441

Investments(56,438)(54,024)

intangible assets(12,489)(6,688)tangible assets(41,555)(43,835)

financial assets(2,394)(3,500)Asset disposals

2,414

1,913

intangible assets

720

720

tangible assets

721

1,194

financial assets

973—

Acquisition of Intrasense net of cash acquired(2,668)—

Increase/(decrease) in amounts payable on fixed assets
NET CASH FLOW FROM INVESTMENT ACTIVITIES (B)(3,240)(59,931)(3,288)(55,398)

Dividends paid

(6,310)(10,733)

Capital increase——

Loan issues

445,541

2,398

Loan repayments(383,856)(35,659)

Net finance interest paid (including finance lease agreements)
NET CASH FLOW FROM FINANCING ACTIVITIES (C)(10,626)
44,749(4,552)(48,546)

Effect of exchange rate changes (D)NET CHANGE IN CASH (A) + (B) + (C) + (D)(2,656)
9,599

(620)
(74,122)

STARTING CASH

41,433

115,556

ENDING CASH

51,032

41,433

Net cash(in € thousands)

2023

2022

Bank credit facilities

(247)

(250)

51,27951,032

41,68341,433

Cash and cash equivalents
TOTAL

176

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FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

6.1.1.5

Statement of changes in consolidated shareholders’ equity(in € thousands)

CapitalConsolidated
reserves

ResultChange intranslation
adjustments

Position at 12/31/2021

12,641

408,236

32,637(48,422)

Appropriation of 2021 result

32,637(32,637)

Dividend payments(10,733)

2022 consolidated result(41,116)

Actuarial gains and losses

14,696

Translation adjustments
Capital increase

11,631

Shareholders’equity Non-controlling Shareholders’Group shareinterests
equity405,092—

405,092——(10,733)(10,733)(41,116)(41,116)

14,696

14,696

11,631

11,631————

12,641—444,835(41,116)—
379,570—
379,570

Appropriation of 2022 result(41,116)

41,116

Dividend payments(6,311)Other transactions
Position at 12/31/2022

2023 consolidated result

23,866

Actuarial gains and losses

Other transactions
POSITION AT 12/31/2023(11,716)GUERBET

378
390,334

23,866——(6,311)(48,509)

Universal Registration Document(1,696)22,171(7,455)(7,455)(11,716)(11,716)———
12,641—(6,311)
23,866(7,455)

Translation adjustments
Capital increase(36,792)378
378,332

2023

1,636
(60)

2,014
378,272

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6

FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

6.1.2

Notes to the consolidated financial statements

The figures presented in these notes are expressed in thousands of euros unless otherwise indicated.

6.1.2.1

Accounting policiesa) Basis of presentation and statementof compliance
The main accounting methods applied when preparing theconsolidated financial statements are described below. Unlessotherwise indicated, these methods were applied consistently toall of the periods presented.
In accordance with Regulation 1606/2002 enacted on
July 19, 2002, by the European Parliament and the European
Council, the consolidated financial statements of Guerbet havebeen established in accordance with IFRS (International
Financial Reporting Standards), as approved by the European
Union on the date the financial statements were prepared. The
IFRS as adopted by the European Union differ in some respects
from the IFRS published by the IASB. However, the Group has
ensured that the financial information for the periods presented
would not have been materially different if it had applied the
IFRS as published by the IASB.
International accounting standards include IFRS (International
Financial Reporting Standards), IAS (International AccountingStandards) and the following interpretations: SIC (Standing
Interpretations Committee) and IFRIC (International Financial
Reporting Interpretations Committee).
The IFRS as adopted by the European Union at December 31,
2023, can be found in the IAS/IFRS Interpretations andStandards section of the website https://www.efrag.org/
Endorsement.

b) Principal mandatory standards,
amendments, and interpretations
applicable at January 1, 2023
The entry into force on January 1, 2023, of:• IFRS 17 “Insurance Contracts” and its related amendments;• the amendment to IAS 12 removing the exception for the
initial recognition of deferred taxes, where the initialrecognition of a transaction gives rise to taxable anddeductible differences of the same amount;• the amendment to IAS 1 on accounting policy disclosures; and• the amendment to IAS 8 clarifying the difference between
an accounting estimate and an accounting method;
have no material impact on Guerbet Group.
As part of the OECD international tax reform on theimplementation of a global minimum tax (Pillar 2), the IASB
published an amendment to IAS 12 on income tax accounting
on May 23. This amendment provides a mandatory exception
to the application of IAS 12 to the deferred tax effects of these
new rules.

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GUERBET

Guerbet Group is within the scope of Pillar 2 and has
undertaken tests based on 2022 tax data from the CBCR
declaration. The transitional safeguards have been applied,
i.e. the Minimis tests, the simplified effective tax rate test (15%),
and the routine profits test. Of the 32 tested jurisdictions, noadditional taxes were found after applying all the tests.
Lastly, the social security amending finance law for 2023,
promulgated on April 14, 2023, raises the legal retirement age
in France from 62 to 64 years. Within the meaning of IAS 19,
this reform constitutes a plan amendment treated as a cost ofservices immediately reflected in the income statement. The
impact of this reform was recognized in Guerbet’s consolidated
financial statements but is not material at December 31, 2023.

b bis) Principal standards, amendments,
and interpretations published by the IASB
not yet mandatory in the European Union
at January 1, 2023
The Group has not opted for the early adoption of any
standards, amendments, or interpretations that were notmandatory on January 1, 2023.

c) Estimates and judgments
To establish financial statements in accordance with IFRS, theGroup makes estimates and assumptions that impact the bookvalue of items in the assets and liabilities, income andexpenses, and the information given in certain related notes.
Management evaluates these estimates and assessments
continually based on experience and on various other factors
judged to be reasonable, which constitute the basis for theseassessments.
The main significant estimates made by the GroupManagement concern the valuation of goodwill and intangible
assets with an indefinite life, impairment of inventory,
provisions, legal disputes with third parties, and deferred taxes.

c bis) Impact of climate change issues
on the financial statements
In preparing the consolidated financial statements, the Groupconsidered the impact of climate change, particularly in thecontext of the disclosures required in the statement of nonfinancial performance of the Universal Registration Document.
This consideration had no material impact on the judgments
and estimates made by the Group, in line with the analysis
indicating that climate change would not have a major effecton the Group’s medium-term viability.

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FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notesd) Consolidation method
Subsidiaries are consolidated according to the control
exercised by the parent company. Guerbet consolidates asfollows:• through the full consolidation method, for companies inwhich the parent company exercises exclusive control
directly or indirectly;• through the equity method, for companies in which theGroup exercises significant influence directly or indirectly,
without providing management.

Currency translation of statements of foreignsubsidiaries outside the eurozone
Shareholders’ equity is converted at historic rates. Other itemson the balance sheet are converted at the official year-end
exchange rates, and items on the income statement at the
average exchange rate for the year. The difference resulting
from the use of these different rates is entered in shareholders’equity under “Translation adjustments.”
Special case: conversion of accounts of foreign subsidiaries
with a hyperinflationary functional currency
Argentina and Türkiye have been identified as hyperinflationary
countries for several years.

All intercompany transactions are eliminated.

d bis) Non-controlling interests
Minority interests or non-controlling interests are assessed
according to the rules set out in IFRS 3 on businesscombinations.
In the context of the acquisition of Intrasense, the minority
interests amounting to €1.6 million at December 31, 2023,
were determined on the basis of their share in the fair value ofidentifiable net assets.

e) Business combinations
Business combinations are recognized using the acquisition
method. The assets acquired and the liabilities assumed arerecognized at their fair value at the acquisition date.
The residual difference between the acquisition cost and thepurchaser’s share of the net assets measured at their fair value
is recognized as goodwill (partial goodwill method).
If this difference is positive, it is recognized as an asset ingoodwill. If it is negative, it is immediately recognized asincome.

f) Translation methods
Recognition of foreign currency transactionsin the accounts of consolidated companies
Transactions denominated in foreign currencies are converted
by subsidiaries into their working currencies at the rate appliedon the day of the transaction.

IAS 29 “Financial Reporting in Hyperinflationary Economies”
applies to the financial statements of Guerbet Argentina, abranch of Guerbet Argentina Ltd. (UK), and Guerbet Ilac Tibbi
A.S (Turkish subsidiary). Guerbet Argentina’s financial
statements are translated into euros for the purposes of theGroup’s consolidated financial statements. Under IAS 21.42B,
restatements to be made to non-monetary assets/liabilities as
defined in IAS 29.8 apply only to financial statements
produced starting from the date on which the currency is
identified as hyperinflationary. The total non-monetary assets
and liabilities of Guerbet Argentina and Guerbet Ilac Tibbi A.S
were not material at December 31, 2023. The impact ofhyperinflation on monetary items does not affect theinterpretation of the Group’s financial statements. No specificrestatement was therefore made.

g) Intangible assets
Intangible assets are recognized at their acquisition cost or atfair value in the case of a business combination. Trademarks
recognized in the assets of the balance sheet relate only toacquired brands that are supported by promotional spending.
Intangible assets are amortized over their useful life. The usefullife is the period during which an entity expects to use an asset,
or the number of production units or similar units that the entity
expects to obtain from the asset. This period is determined on acase-by-case basis according to the nature and characteristicsof the items included under this heading.
In general:

Monetary items on the balance sheet and the cash flow
statement are restated at their closing exchange value at theend of the year. Gains or losses resulting from this valuation arerecognized on the income statement in “Other financial income
and expenses.”• brands are not amortized but undergo an annual impairment
test;

Non-monetary items on the balance sheet measured athistorical cost are translated using the exchange rate applying
at the date of the transaction.

• computer software is amortized over three to ten years using
the straight-line method.

Income from currency option trading is recognized at the option
strike date to the extent that the options hedge commercial
operations after the end of the year. The premium paid isrecognized as an asset on the balance sheet until the option
expires.

• acquired patents and technologies are amortized on astraight-line basis for periods not exceeding their duration ofprotection;h) Research and development costs
Costs incurred during the research phase are recognized as
expenses. Costs incurred during the development phase arerecognized as intangible assets only if all of the following
criteria can be demonstrated:• the technical feasibility necessary to complete the intangible
asset for commissioning or sale;

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Consolidated financial statements and notes• the intention to complete the intangible asset and use or sell it;• the ability to use or sell the intangible asset;• how the intangible asset will generate likely future economic
benefits;• the availability of appropriate technical, financial, and otherresources to complete the development and use or sell theintangible asset; and• the ability to reliably measure the expenditures attributable tothe intangible asset during its development.
Because of the risks and uncertainties involved in regulatory
authorizations, the Group considers that contrast media costs
incurred before obtaining Marketing Authorization (MA) do notmeet the above criteria. These internal development costs are
therefore recorded as expenses in the fiscal year in which they
are incurred. Furthermore, costs incurred after obtaining the MA
are generally sales costs that cannot be capitalized. Under Post
Marketing Requirements (PMR) in the United States, additional
studies may be requested after an authorization is obtained. Inthat case, the costs associated with those studies meet thecriteria for recognition as fixed assets (see note 5 for details).
Research tax credits are recognized as “Other operating
income and expenses” on the income statement (see note 19“Other operating income and expenses”).

i) Tangible assets
Tangible assets are recorded at their historical purchase or
production cost. Exceptionally, using the option available under
IFRS 1 in the initial IFRS version adopted, the Villepinte plant
was recognized at its fair value at January 1, 2004.
Costs that can be allocated directly and that are necessary forthe start-up of investments, from engineering drafts (summaryand detailed) through to costs for validation and qualification offacilities, are capitalized.
Borrowing costs are included in the value of fixed assets forstrategic investment projects that extend over several months ofproduction and that began after January 1, 2009.
Equipment subsidies received are not deducted from the valueof the fixed assets but are presented at their amortized value asdeferred income. Depreciation is calculated on a straight-line
basis according to the useful lifespan of assets on the basis of
their purchase or production cost, possibly restated, less any
residual value where applicable. Depreciation periods arecalculated according to useful lives that are generally
established within the following limits:j) Impairment of fixed assets
Nature of tested assets
Goodwill and intangible assets with an indefinite useful life
Goodwill and intangible assets with an indefinite useful life aresubject to an impairment test in accordance with the provisionsof IAS 36 “Impairment of Assets” at least once each year or
more frequently if there is evidence of impairment. The
evidence of impairment may be related in particular to thesuccess of successive phases of clinical development, drug
safety monitoring, patent protection, the arrival of competingproducts and/or generics, or actual revenue generated
compared with the projections.
Other fixed assets
Other fixed assets, including tangible and financial assets, arealso subject to an individual impairment test whenever events orchanges in circumstances indicate that book value may not berecoverable. In addition, all tangible assets as well as current
assets included in the definition of working capital requirements
are tested each year in the cash-generating units as an itemthat cannot generate cash inflows highly independent of theother groups of assets attached to said cash-generating units.

Impairment tests – methods adopted by the GroupImpairment tests involve comparing the net book value of theasset or the cash-generating unit with its recoverable value,
which is the higher of either its fair value minus the cost of sale,or its value in use.
For goodwill and intangible assets with indefinite useful lives,
the Group determines the recoverable value of cash-generating
units or groups of cash-generating units according to their value
in use, which is based on discounting of the relevant estimatedfuture cash flows. These cash flows are based on short- andmedium-term forecasts prepared by the Group’s management.
The estimated cash flows are discounted using the weighted
average cost of capital determined for each cash-generating
unit or groups of cash-generating units. For each cashgenerating unit or groups of cash-generating units, animpairment loss is recorded on a separate line on the income
statement for the difference. Any identified impairment loss on a
cash-generating unit or groups of cash-generating units isallocated primarily to goodwill. Impairment losses recognized
for goodwill are non-reversible. The key methods andassumptions used in the asset impairment tests performed for theyear ended December 31, 2023, are presented for intangible
assets with indefinite useful lives and goodwill in note 5.3.

• Buildings: 20 to 50 years;• Improvements, fittings: 10 to 20 years;• Plant, machinery, and equipment: 5 to 10 years;• Other tangible assets: 5 to 10 years.

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FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notesk) Leases
In accordance with IFRS 16 in force since January 1, 2019,
for all leases other than short-term leases (one year or less) orleases for low-value assets (value less than USD 5 K), a right ofuse is recognized in assets for the same amount as the futurelease liability, adjusted, where applicable, for advancepayments or provisioned amounts for rent payable.
On the income statement, an amortization expense for the rightof use of the asset and an interest expense relating to the leaseliability (financial expense) are recognized.
Rents relating to short-term or low-value leases are recognized
as expenses on the income statement.

l) Financial assets
Since January 1, 2018, all new financial assets, excluding
cash and derivative instruments, are classified in one of thefollowing three accounting categories:• amortized cost (e.g. loans and receivables);• fair value in consideration of other comprehensive income(OCI) (there are two types of assets at fair value through OCI:
debt securities, which give rise to impairment and recycling,and equities, which do not give rise to impairment or
recycling);• fair value through profit or loss.
The classification of financial assets is determined on initialrecognition based on the management model of how theGroup manages its financial assets to generate cash flow andcreate value. IFRS 9 identifies three types of business models:• hold to collect;• hold to collect and sell;• other.
Financial assets are measured at each close. In accordancewith IFRS 9, the recognition of impairment of financial assets isbased on expected credit losses. This model applies to assets
measured at amortized cost or financial assets meeting the SPPI(Solely Payments of Principal and Interest) criteria and measured
at fair value through OCI, except for equities for which there is
no impairment.
For establishing factoring contracts, disposals of receivables
are analyzed according to the three main criteria forderecognition of financial assets according to IFRS 9:GUERBET• expiration (IFRS 9.3.2 3a) or transfer (IFRS 9.3.2 4a) ofcontractual rights to cash flows from the asset;• transfer of substantially all the risks and rewards ofownership of the asset (IFRS 9.3.2 6a);• transfer of control of the financial asset (IFRS 9.3.2 6c).
These criteria are assessed successively according to thevarious analysis steps of the IFRS 9 decision tree.

m) Inventories
Inventories of raw materials and other supplies are measured,
like finished products and products in progress, at the standard
price. At the end of the period, differences between thestandard costs and the actual manufacturing costs are analyzed
for possible capitalization. Inventories of products in progress
and finished products are measured at cost including direct
and indirect production costs, and excluding administrative,
financial and sales costs (IAS 2 “Net Realizable Value”). An
impairment provision is created according to inventory turnoverrates, use-by dates, and any quality problems.
The sub-activity is excluded from the valuation of inventories.

n) Trade receivables
Trade receivables are assessed at nominal value. They are
written down, where appropriate, according to the credit risk
assessed on a case-by-case basis in accordance with IFRS 9
and on the basis of expected credit losses.

o) Assets held for sale
An asset or a group of assets and liabilities is held for salewhen its accounting value will be primarily recovered throughsale and not through continuous use. For this to be the case,the sale must be highly probable. For the sale to be highly
probable, a sales plan for the asset (or for the group to besold) must have been initiated by an appropriate level ofmanagement, and an active program to find a buyer andfinalize the plan must have been initiated.

p) Cash and cash equivalents
This item comprises liquid assets in bank current accounts.
Short-term investments and deposits that can be liquidated orsold and whose duration is less than three months are classified
as cash equivalents if they are easily convertible into cash andare exposed to a limited risk of change in value. Short-term
investments are reported at fair value on the income statement.

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Consolidated financial statements and notesq) Provisions
Provisions correspond to liabilities meeting the following criteria:• the amount or the maturity date is not set precisely;• the economic impact is negative for the Group. This liability istherefore analyzed as an obligation of the Group to a third
party, which will probably or certainly lead to an outflow ofresources to that third party.

r) Obligations to employees
The Group participates in defined-contribution and definedbenefit plans according to the laws and customs of thecountries where the Group operates. Measurement of definedbenefit pension plan obligations is in compliance with therevised IAS 19 standard. The costs of benefits are estimatedusing the projected unit credit method. This consists of basing
the calculation on the compensation that will be paid to
employees, taking into account age structure, staff turnoverrate, and survival rate using official tables by age group. The
amounts obtained are adjusted according to inflation andpromotion scenarios and are discounted to take into accountthe date on which these benefits will actually be paid. Whenactuarial assumptions are reviewed, any resulting actuarial
gains and losses are carried over into shareholders’ equity.
These valuations are made once a year, for all pension plans.
Benefit entitlements are allocated on a straight-line basis fromthe date on which each year of service is counted toward
vesting of the benefit entitlement, i.e. the date before which theemployee’s service affects neither the amount nor the timing of
the benefits.

s) Derivatives
The Group trades in derivatives to manage and reduce its
exposure to risks of fluctuation of interest rates and exchange
rates. These instruments are traded with leading financial
institutions.
The implementation of hedge accounting requires showing anddocumenting the effectiveness of the hedging relationshipduring its implementation and throughout its life (IFRS 9.6.4.1).
The effectiveness of the hedge from an accounting perspective
is verified by the hedge ratio between the hedged item and thehedging instrument. This ratio must be appropriate, i.e. there is
no imbalance between the weights of the hedged item and thehedging instrument.
Derivatives are recognized on the balance sheet at their market
value, known as fair value, on the closing date. This isdetermined both by financial institutions and by an independentcompany.

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Changes in the fair value of these derivatives are recognizedaccording to the following principles:• for documented future cash flow hedges, changes in fair value
are recognized in “Other Comprehensive Income” (OCI) forthe effective portion. The ineffective portion is recognized
in income;• for documented fair value hedge instruments, and nondocumented instruments, changes in fair value are recorded on
the income statement.

t) Financial debt
Borrowings are initially recognized at fair value. They are thenmeasured at their amortized cost using the effective interest rate
method, which consists of reporting on the income statement,over the lifetime of the borrowings, any difference between theloan proceeds net of transaction costs and the repayment
value. Borrowings are considered to be current liabilities,
except if the Group has an unconditional right to defer
repayment of the liability for more than 12 months after closing.

u) Revenue
In accordance with IFRS 15, revenue is recognized when aperformance obligation is satisfied, i.e. when the customer obtains
control of the good or service (IFRS 15.31 and IFRS 15.32).

v) Government grants
Investment subsidies are not recorded as a reduction in thepurchasing cost of fixed assets but instead under deferredincome. Their amount is recognized in other operating income
at the same rate as for the depreciation of subsidized fixed
assets. Innovation and employment grants received arerecorded under “Other operating income” in the period inwhich they become definitively earned.

w) Share-based payments
Stock options: share-based payments relate to option plans
granted to employees. The Group applies IFRS 2 for shareoptions granted after November 7, 2002. The binomial modelis used to measure the fair value of the options granted. The
fair value of the options is recognized in staff costs extending
over the time the options are unavailable, with a reverse entry
under shareholders’ equity.
Free shares: the Group applies IFRS 2 for employee free shareplans. The fair value of the shares is recognized in staff costs
extending over the duration of the vesting period, with areverse entry under shareholders’ equity.

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Consolidated financial statements and notesx) Income tax

6.1.2.2

Income tax expense corresponds to the tax due for eachconsolidated fiscal entity, adjusted for deferred taxes. Deferredtaxes are calculated on all the temporary differences between
the tax base and the consolidated base of assets and liabilities,
in accordance with a balance-sheet-based approach, withvariable deferrals applied and based on reliable repayment
scheduling. The tax rate and fiscal rules used are those set out
in the tax legislation in force and applicable when thetransactions in question are completed. Deferred taxes on tax
losses will be recognized if they are recoverable in the near
future. Deferred taxes, whether assets or liabilities, are offset
against one another at the level of each fiscal entity and are
carried over in their net amount to liabilities or assets. In
France, Guerbet S.A., Guerbet France, Medex, and Simafex
are consolidated for tax purposes in accordance with article
223-A of the French General Tax Code.

Marketing Authorization obtained for Elucirem™
in the European Union

In the United States, Guerbet America, Liebel-Flarsheim
Company LLC, Guerbet LLC, Guerbet Caribbean Inc. andLiebel-Flarsheim Ireland Inc. are consolidated for tax purposes.
The Group does not classify the CVAE (business value-added
contribution) as income tax and presents it under “Taxes” on theincome statement.

Major events during 2023

On December 11, 2023, the European Commission approved
the marketing of Elucirem™ in the European Union.
Elucirem™ was approved by the FDA in the United States in
September 2022. The commercial launch took place in March
2023, less than six months after the Marketing Authorization by
FDA was obtained.

Refinancing of debt
In July 2023, Guerbet signed an agreement to refinance its
debt backed by a new five-year variable-rate credit agreement,
replacing the one expiring in March 2024. The amount of thisagreement is €350 million, including an undrawn €100 million
revolving credit facility.
In addition, in order to support its development and diversify its
sources of financing, Guerbet announced in July 2023 thesigning of agreements for the issue of €50 million in Euro PP
bonds over a period of six-and-a-half years and the issue of€50 million in “Obligations de relance” over eight years.

Acquisition of Intrasensey) Earnings per share
Earnings per share are calculated by dividing net income by
the average number of outstanding shares during the year.
Diluted net earnings per share are calculated based on all theshares that could potentially be created and any savings, net oftaxes, resulting from converting these instruments giving
deferred access to the share capital. At the end of the fiscal
year, the potential shares were made up entirely of stock
options.

z) Cash flow
Cash flow after net borrowing costs and taxes is calculated byadding:• net income;• income and expenses recognized directly in shareholders’equity;• calculated expenses (depreciation allowance
provisions, etc.), minus calculated expense reversals;

and

On January 11, 2023, Guerbet announced that it had
acquired a 39% stake in Intrasense, a specialist in medical
imaging software solutions, for €8.8 million and at an issue
price of €0.44 per share, representing a 34.15% premium
over Intrasense’s last share price.
Following this acquisition and in the context of the takeover bid
that closed on June 5, 2023, Guerbet holds 56.46% of thecapital and at least 56.10% of the voting rights of Intrasense.
The earn-out paid to Intrasense was €4.1 million.
Intrasense has been fully consolidated in Guerbet Group’s
financial statements since January 11, 2023.
A purchase price allocation exercise was conducted within thevaluation period provided for in IFRS 3. This work led to therecognition of an amortizable intangible asset for thetechnology for a gross value of €2.2 million. Residual goodwill
therefore amounted to €1.3 million.

• income from the sale of fixed assets and non-current
financial assets;
by subtracting:• the portion of investment subsidies recognized on theincome statement.

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Consolidated financial statements and notes

Sale of the Swedish subsidiary
The Swedish subsidiary, which had been inactive for several
years, was sold in November 2023.

Development of the strategy
In line with the shift in its strategy to leverage key assets,
Guerbet also announced on January 16, 2023, its intention todivest its micro-catheter activities historically housed within
Accurate Medical Therapeutics. Guerbet also plans to sell the
Occlugel technology acquired in 2018, comprising several
lines of microspheres for embolization uses.
The impacts of this decision were reflected in the financial
statements at December 31, 2022, and remain unchanged at
December 31, 2023 (as the sale had not yet been completed
for reasons beyond our control).

Exit from the Turkish market
In late 2022, Guerbet Group decided to terminate its activities
in Türkiye because of the complexity of the market and thecountry’s economic situation.
The liquidation of the subsidiary is in progress and is expected
to be finalized in the first half of 2024.
In the consolidated financial statements at December 31,
2023, the company’s assets were all maintained at their net
asset value.

GovernanceFollowing the General Meeting of May 26, 2023, and theBoard meeting held on the same day, Didier Izabel wasappointed Chairperson of the Guerbet Board of Directors. An
Independent Director since 2014, he succeeded Marie-Claire
Janailhac-Fritsch, whose term of office had expired.
On July 10, 2023, Guerbet announced two new appointments
to its management team to accelerate its commercial andindustrial growth: Dan Raffi and Raoul Bernhardt.

The impact of the tax audit on the consolidated financial statements
at December 31, 2023, is a tax liability of €11.6 million and aprovision for liabilities and charges of €2.1 million. The impact on
the income statement includes -€1.3 million recognized as anincome tax expense and -€1.5 million in operating income.

Assignment of receivables
Guerbet France carried out two non-recourse assignments ofreceivables in 2023.
The first non-recourse factoring contract was signed on June 28,2023, with Banque Postale Leasing & Factoring for €9.9 million.
A second contract, also for €9.9 million, was signed on
December 26, 2023, with the same bank and in the sameformat as the initial contract.
The analysis of the contracts demonstrated that the risks andbenefits relating to the assigned receivables have beentransferred and that, in this context, receivables are no longer
recognized in the balance sheet assets at December 31,
2023, in accordance with IFRS 9.

Russo-Ukrainian conflict
Intrasense has interests in the areas affected by the crisis in
Ukraine (particularly Russia and Belarus). Guerbet Group has
therefore been more exposed since acquiring its stake in
Intrasense, but it believes that the impact on its operations andfinancial performance will be very limited overall.

6.1.2.3

Scope of consolidation

All companies are fully consolidated, with ownership interestsof 100% (see list of companies in note 30).
Intrasense, acquired in early 2023 and 56.46%-owned, is fully
consolidated.
In 2023, all the entities had the same fiscal year duration,
12 months, and closed their fiscal year on December 31.

Tax audit
Guerbet underwent a tax audit for the years 2018 to 2021.
All the adjustment notices have been received.

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Consolidated financial statements and notes

6.1.2.4

Notes to the consolidated financial statements

INDEX OF NOTESNOTE 1

Financial assets..........................................................................................................

186

NOTE 2Financial liabilities ....................................................................................................

188

NOTE 3

Management of financial risks ................................................................................

191

NOTE 4

Additional information (formerly segment information) ........................................

193

NOTE 5Intangible assets ........................................................................................................

194

NOTE 6

Tangible assets ..........................................................................................................

198

NOTE 7

Non-current financial assets .....................................................................................

199

NOTE 8Deferred tax assets and liabilities ...........................................................................

200

NOTE 9Inventories ..................................................................................................................

201

NOTE 10 Trade receivables ......................................................................................................

202

NOTE 11 Shareholders’ equity .................................................................................................

202

NOTE 12 Provisions....................................................................................................................

203

NOTE 13 Trade payables ..........................................................................................................

206

NOTE 14 Other operating revenue ..........................................................................................

206

NOTE 15 Staff costs ...................................................................................................................

206

NOTE 16 External charges ........................................................................................................

208

NOTE 17 Taxes and duties........................................................................................................

208

NOTE 18 Amortization, depreciation, impairment, and provisions ....................................

209

NOTE 19 Other operating income and expenses ..................................................................

209

NOTE 20 Gross finance costs ...................................................................................................

209

NOTE 21 Income tax ..................................................................................................................

210

NOTE 22 Research and development costs ............................................................................

210

NOTE 23 Government grants....................................................................................................

210

NOTE 24 Related-party disclosures ..........................................................................................

211

NOTE 25 Off-balance sheet commitments ...............................................................................

211

NOTE 26 Earnings per share and diluted earnings per share .............................................

212

NOTE 27 Post-closing events .....................................................................................................

212

NOTE 28 Appropriation of the 2023 result ...........................................................................

212

NOTE 29 Fees paid to Statutory Auditors ...............................................................................

213

NOTE 30 List of consolidated companies ................................................................................

214

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Consolidated financial statements and notes

NOTE 1

Financial assets

2023

Available-forsale financial
assetsNon-current tax obligations

Loans andreceivables

Financial assets
Financial assets
at fair value at fair value throughthrough profit other comprehensive
or loss
income—Other non-current financial assets

11,455

Total Balance
Sheet

—

12,190882

24,527

Trade and other receivables

149,550

Other current financial assets

63,5392,146

65,685225,278

51,27953,425882

51,279291,040

Financial assets
Financial assets
at fair value at fair value throughthrough profit other comprehensive
or loss
incomeTotal Balance
Sheet

8,523

29,273

Cash and cash equivalents
TOTAL

2022

11,455

Available-forsale financial
assetsLoans andreceivables

9,584

11,166

Non-current tax obligations

149,550—

Other non-current financial assets—

Trade and other receivables

121,238

121,238

Other current financial assets

63,95563,955

Cash and cash equivalents
TOTAL

9,584

196,360

41,683
41,683

41,683
256,150

CHANGE IN IMPAIRMENT OF FINANCIAL ASSETS

2022

Allowances

Reversals

Translation
adjustments
and other

Trade and other receivables

4,220

394

(3,214)

(41)

2,293

Other current financial assets(a)
TOTAL

3,365
7,585

—
394

(8)
(3,222)

—
(41)

3,357
5,650

Allowances

Reversals

Translation
adjustments
and other

2022

2023

(a) Impairment of Truffle Capital units.

2021

Trade and other receivables

4,307

635

(837)

114

4,220

Other current financial assets(a)
TOTAL

1,822
6,129

1,543
2,178

—
(837)

—
114

3,365
7,585

(a) Impairment of Truffle Capital units.

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Consolidated financial statements and notes

1.1

Loans and debts at amortized cost
2023

Other non-current financial
assetsTrade and otherreceivables
Other current financial
assets
TOTAL

2022

Gross

Impairment

Net

Gross

Impairment

Net

12,190—12,19011,918(752)

11,166

151,842(2,293)

149,550

125,458(4,220)121,238

66,604
230,636(919)(3,212)

65,685
227,424

64,656
202,032(701)(5,672)

63,955
196,360

2023

Other current financial assets at amortized cost

2022

Advance payments to suppliers

4,340

3,857

State and local authorities

41,44641,144

36

25

Other current assets

8,967

10,476

Prepaid expenses
TOTAL

10,896
65,685

8,453
63,955Trade payables
Staff and social security
Royalties receivable
Grants receivable

Trade receivables by maturity date at December 31, 2023

Gross value

Receivables not yet due

136,420

Receivables less than 3 months past due

11,109Receivables less than 6 months past due

2,392

Receivables less than 1 year past due(75)

Receivables less than 2 years past due

10

Receivables more than 2 years past due(305)
149,549

TOTAL

Outstanding trade receivables at December 31, 2023, are reduced by a non-recourse assignment of receivables in December inFrance for €9.9 million. An analysis shows that the risks and benefits relating to the assigned receivables were transferred and that,in this context, the receivables are derecognized from balance sheet assets in accordance with IFRS 9.

Trade receivables by maturity date at December 31, 2022

Gross value

Receivables not yet due

108,867

Receivables less than 3 months past due

9,335

Receivables less than 6 months past due

1,719

Receivables less than 1 year past due

1,452

Receivables less than 2 years past due

273

Receivables more than 2 years past due
TOTAL

121,238(410)

Outstanding trade receivables at December 31, 2022, are reduced by a non-recourse assignment of receivables in December inFrance for €9.9 million. An analysis shows that the risks and benefits relating to the assigned receivables were transferred and that,in this context, the receivables are derecognized from balance sheet assets in accordance with IFRS 9.

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Consolidated financial statements and notes

1.2

Financial assets at fair value through profit or loss
2023

2022

Financial assets at fair value through profit or loss except derivatives, of which

53,42541,683

Swaps

2,146

—

Short-term investments

5,224

1,926

Cash and cash equivalents
TOTAL

46,05553,42539,757
41,683(in € thousands)

NOTE 2
2.1

Financial liabilities

Details and breakdown of current and non-current financial liabilities
2023
Current(in € thousands)

Non-current

Financial debt (note 2.2)

13,000

Suppliers

92,916

Other financial liabilities (note 2.7)

77,957

Derivatives (note 3) and other financial instruments
TOTAL

2.2

374,045

2022
Total

Total

387,045

312,042

92,916

103,710

77,95769,021

—

3,689

3,689

—

183,873

377,734

561,606

484,772

Details and breakdown of current and non-current financial debt

(in € thousands)

Non-current debt, of which
Profit Sharing reserve

2023

2022

374,045

278,4314

316

IFRS 16 lease liability

13,527

13,378Bank loans

246,641

249,907

Other borrowings(a)(b)113,873

14,830Current debt, of which

13,00033,611

Profit-sharing reserve

287

187

IFRS 16 lease liability

8,930

8,328

190

24,597

Bank loans
Other borrowings

172—

Accrued interest

3,174

248

Bank Overdrafts
TOTAL FINANCIAL DEBT

247

250

387,045

312,042(a) In July 2023, the Group refinanced part of its debt by calling on the capital markets for the first time for €100 million, including €50 million in the form of a private
placement (EuroPP) and €50 million in the form of recovery bonds.
(b) In December 2008, the request for aid for the French-German “Iseult” research project, filed with OSEO, was approved by the European Commission. Financing was
obtained for the incurred expenses, including 39% in the form of repayable advances and 61% in the form of grants. An amendment to the contract was signed inJune 2020 to revise the conditions for reaching the final milestones and the payment of the associated aid, but also to modify the terms on financial returns in the eventthat a product resulting from the project is released on the market. Given the progress of the project and the negotiation of the repayment clauses with the BPI, theGroup updated the fair-value measurement of financial liabilities in accordance with IFRS 9. At December 31, 2023, financial liabilities totaled €14.6 million. It isrevalued at each closing on the basis of the latest available information.

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Consolidated financial statements and notes

BREAKDOWN OF DEBT BEFORE HEDGING
2023

2022

Portion of debt at variable rate (before hedging)

64%

95%

Portion of debt at fixed rate

36%

5%

60% of the variable-rate debt has been hedged using interest rate derivatives.

RECONCILIATION OF CHANGES IN LIABILITIES FROM FINANCING ACTIVITIES

2022

Emission

Repayment

Non-current debt

278,431455,944(358,544)

Current debt
TOTAL

33,611
312,0422,926
458,871(25,000)(383,544)

2.3

Bank credit
facilities

Foreign exchange
effect and otherchanges Reclassification

3
3

2023

(320)

(1,466)374,045

(6)
(326)

1,466
—

13,000387,045

Details of financial debt by currency
2023

Currency

2022

Closing FX rate

Amount1

374,592

96.8%

1

Euro

% Closing FX rate

Amount%301,327

96.6%

Korean Won

1,434

646

0.2%

1,344

862

0.3%

Hong Kong dollar

8.63

1,176

0.3%

8.32

1,713

1.0%

US dollar

1.105

6,325

1.6%

1.07

3,195

0.5%

Chinese Renminbi

7.85

870

0.2%

7.36

1,544

0.5%

3,436

0.9%

3,401

1.1%

Miscellaneous
TOTAL FINANCIAL DEBT

2.4

387,045

312,042

Details of financial debt by maturity

These financial debts have the following maturity dates:
2023

2022

Due within 1 year

13,00033,611

Due in 1–5 years

268,550

277,393

Due in more than 5 years(a)105,495

1,038

TOTAL

387,045

312,042(in € thousands)(a) Including €50 million Euro PP and €50 million Recovery bonds.

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Consolidated financial statements and notes

2.5

Lease liabilities

The maturities of the lease liabilities are as follows:
2023

2022

Due within 1 year

8,930

8,328

Due in 1–5 years

13,527

13,378TOTAL

22,456

21,706(in € thousands)

2.6

Change in financial debt

Net financial debt changed as follows during the period:(in € thousands)

Cash and cash equivalents
Bank overdrafts

2023

2022

51,27941,683

(247)

(250)

51,032

41,433Gross financial debt excluding bank overdrafts

386,798

311,791

NET FINANCIAL DEBT

(335,766)(270,359)

Net cashBorrowings include a clause providing for a maximum value of the “Net financial debt/restated EBITDA(1)” ratio, which varies fromyear to year.
At December 31, 2023, the maximum value of the leverage ratio was 4.0. The ratio was 3.27 on December 31, 2023.

2.7

Other current financial liabilities
2023

2022

61,75649,270Debt on fixed assets

4,421

7,466

Miscellaneous debt
TOTAL

11,78012,28569,021(in € thousands)

Employee-related liabilities

(1)

190

77,957

Restated EBITDA = Operating income + net depreciation, amortization, impairment, and provisions after restructuring costs.

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Consolidated financial statements and notes

NOTE 3

Management of financial risks

3.1

Currency risk

3.1.1

Currency risk exposure and hedging at December 31, 2023

Given its international footprint, the Group is exposed to currency risk on several currencies as described below.
USD

BRL

JPY

HKD

KRW

CLP

CNY

Accounting risk

86.36

28.05

24.82

(17.84)

14.96

4.41

4.44

Positions before hedging

86.36

28.05

24.82

(17.84)

14.96

4.41

4.44

Currency risk hedging(14.66)(0.65)(0.49)

20.72

Net foreign exchange position

71.70

27.40

24.33

2.88

14.96

4.41

4.44

(in millions of €)(a)(a) Accounting risk includes positions in non-functional currencies held by Guerbet Group entities.

The USD exposure results mainly from the net lending balanceof Guerbet’s current accounts with its various subsidiaries
through the cash-pooling mechanism.
The BRL exposure comes mainly from the Group’s industrial
entities, which invoice the Brazilian subsidiaries in local
currency in accordance with the Group’s policy.
The foreign exchange position in yen (JPY) is due to Guerbet’s
financing of its Japanese subsidiary.
Our HKD purchase exposure results from the invoicing of thirdparty customers in foreign currencies by Guerbet Asia Pacific,
based in Hong Kong, as well as its increasing sales in CNY to
our subsidiary in China.

3.1.2

KRW exposure comes from the trade receivables of Guerbet
and Guerbet Asia Pacific to the two Korean subsidiaries.
The Group hedges part of its currency risk exposure throughswaps and foreign exchange forwards. Although these
instruments provide an economic hedge, they are not designatedas hedges for accounting purposes. Hence, the change in valueof these derivatives is recorded in financial income.
The mark-to-market value of currency derivatives was +€86 K
at December 31, 2023.

Analysis of sensitivity of the financial result to accounting currency risk at December 31, 2023

Sensitivity is calculated on the net balance not hedged(accounting risk after deducting hedges outstanding) for themain currencies.

The table below summarizes the impact on the financial resultof a 10% change in these currencies against the euro on the
net book foreign exchange position at December 31, 2023:
2023

2022

USD

7,170

4,649

BRL

2,740

1,449

JPY

2,433

2,414

KRW

1,496

1,519

HKD

288

(1,511)

CNY

441

1,467

CLP

444

591

(in € thousands)

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Consolidated financial statements and notes

3.2

Interest rate risk

3.2.1

Interest rate risk exposure and hedging at December 31, 2023

In July 2023, Guerbet finalized the refinancing of its debt by
setting up a variable-rate syndicated credit facility to replace
the credit facility due to expire in March 2024. This €350
million was drawn up to €250 million in two tranches with afive-year final maturity. This was supplemented with the issue of€50 million in fixed-rate EuroPP bonds for a period of six and ahalf years and the issue of fixed-rate recovery bonds in theamount of €50 million over a period of eight years.
During the previous financing in March 2019, the choice wasmade to hedge tranche B of the syndicated credit facility for€225 million by establishing interest rate hedging instrumentswith a starting date deferred for two years, maturing in March
2024. When we refinanced our existing debt this year, we
decided to keep these instruments and plan to put in place a
new hedging strategy starting March 2024 to take over.

The mark-to-market value at December 31, 2023, of thederivatives traded in March 2019 was +€2.1 million andrecognized in the financial result following repayment of theunderlying debt.
The mark-to-market value at December 31, 2023, of
derivatives traded in November 2023 and backed by the new
debt was -€2.8 million. These hedging instruments qualify forcash flow hedge accounting and had an effectiveness test of
100% at the closing date. Their market value therefore had no
impact on the company’s financial result.
The share of the Group’s financial liabilities at variable rates
before hedging is 64%.
Below is the breakdown of debt due within one year and in
more than one year.

In November 2023, we hedged tranche B of the new
syndicated credit facility (€150 million) using various
instruments, half in the form of interest-rate swaps and half inthe form of collars (purchase of caps and sale of floors).
(a)More than 1 year

Total

(11,786)(126,649)(138,435)(247)(248,363)(248,610)———

51,279—51,279• fixed rate

(11,786)(126,649)(138,435)• variable rate

51,032(248,363)(197,331)(150,000)(150,000)

Within 1 year

Fixed-rate financial liabilities
Variable-rate financial liabilities
Fixed-rate financial assets
Variable-rate financial assets
Net position before management(b)(c)

Off-balance sheet

Net position after management• fixed rate

(11,786)(276,649)(288,435)• variable rate

51,032(98,363)(47,331)(a) All maturities of variable-rate financial assets and liabilities and maturities in less than one year of fixed-rate financial assets and liabilities.
(b) Sum of differences (assets – liabilities) at fixed rates and (assets – liabilities) at variable rates.
(c) Only new hedging transactions have been taken into account in the breakdown table in line with the Group’s new debt.

3.2.2

Analysis of sensitivity of the financial result to interest rate risk at December 31, 2023

More than 96% of the Group’s debt is in euros. The sensitivity calculated in this note therefore relates only to debt in euros.
Sensitivity is calculated on the balance of gross unhedged euro-denominated debt, which represents 25.4%.
An increase or decrease of 100 basis points in the Euribor would result in a change in the cost of debt of plus or minus €1 million
year on year.

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Consolidated financial statements and notes

3.3

Liquidity risk

In anticipation of the expiry in March 2024 of its existing credit
facility, Guerbet finalized the refinancing of its debt by setting
up a €350 million syndicated revolving credit facility, includinga €100 million confirmed credit line with a five-year term andtwo successive one-year extension options (subject to the banks’agreement). At December 31, 2023, this confirmed line was
fully available.

NOTE 4At the end of the year, the Group also had €51.3 million inavailable cash.

Additional information (formerly segment information)

Readers should note that all of the Group’s business is carriedout in a single area of activity, which is the research,development, production, and sale of contrast media for
medical imaging. As a result, the Group does not present
operating segment information within the meaning of IFRS 8.

4.1

In addition, Guerbet issued €50 million in EuroPP bonds for aperiod of six and a half years and €50 million in recovery
bonds for a period of eight years, enabling the Group to
diversify its sources of financing, stagger its maturity dates of its
debt, and increase its average maturity.

However, to provide a detailed analysis of its activity, theGroup presents in this paragraph a breakdown of its activity bygeographic region. This information corresponds to the internalreporting statements used by Management to run the Group.
Additional information is provided on revenue by product range.

Geographical information

The geographic information is presented below based on a risk
and profitability analysis in two subsets, corresponding to theGroup’s internal organization and Guerbet’s various growthmodels in these markets:• main European markets where Guerbet Group has beenable to build sustainable customer relationships and has astrong position because of its own networks ofpharmaceutical sales representatives;• other markets.

Europe includes the European countries where the Group
operates and is present through its own networks ofpharmaceutical sales representatives, namely: Austria, Belgium,
France, Germany, Israel, Italy, the Netherlands, Portugal,
Spain, Switzerland, and the United Kingdom.
The non-allocated portion of operating income corresponds tohead office administrative costs, research, and development
costs, and indirect industrial costs not attributable to the
products, components that can only be allocated to the various
sectors on an arbitrary basis.

European companies
in their markets

Other

European markets

312,005—

Other markets
Total turnover

41,027353,032

432,658
432,6582023

Non-allocated

Total

Revenue
312,005—

473,686785,690

Amortization, depreciation, and impairment(61,145)(61,145)

Other expenses without cash equivalents
Operating result

1,037

1,037
38,671NET INCOME

22,171

Sector assetsof which fixed assets
Sector liabilities other than financial debt and equity

855,673

164,349—

1,020,022

301,797

89,247—

391,044

138,564

116,138—

254,703378,272

378,272—

387,045

387,045

Shareholders’ equity
Financial debt—

Sector investments
intangible

12,489——12,489tangible

27,438

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Consolidated financial statements and notes

European companies
in their markets

2022

Other

Non-allocated

Total

RevenueEuropean markets

301,396——

301,396

Other markets
Total revenue

27,543328,940

424,336424,336——

451,879
753,275(119,625)(119,625)(1,587)(1,587)
38,685

Depreciation & amortization
Other expenses without cash equivalents
Operating result
NET INCOME(41,116)

Sector assets

796,841

142,802—939,643of which fixed assets

296,299

87,745—384,044

Sector liabilities other than financial debt and equity

152,753

95,279

Shareholders’ equity
Financial debt—

248,032

379,570

379,570——

312,042

312,042

intangible

6,612

76

—

6,688

tangible

32,053

11,782—43,855

Sector investments

4.2

Breakdown of revenue by product range

Guerbet Group’s revenue breaks down by product range as follows:
2023

2022

X-ray

55.4%

55.1%

MRI
TOTAL DIAGNOSTIC IMAGING

32.7%
88.1%

32.9%
88.0%

INTERVENTIONAL IMAGING

11.9%

12.0%

NOTE 5
5.1

Intangible assets

Gross values

Decrease

Change in
(a)
scope

Translation
adjustments
and other

December 31,
2023

—

—

—

(87)

10,05329,041

1,135—

11,890(556)

41,51010,526———(1,053)

9,473

5,341

—

—

—

(133)

5,208

Goodwill

27,497

—

—

1,276

—

28,773

Software102,678—(2,414)

177

5,470

105,911

Intangible assets in progress(b)GROSS VALUES

32,321
217,544

11,354
12,489—(2,414)650
13,993(5,178)(1,536)39,147240,075

December 31,
2022

Increase

Trademarks

10,140Patents and technologies
Marketing Authorizations(MA)
Sales relationships(a) Assets of Intrasense, a company acquired in January 2023.
(b) The increases in intangible assets (+€12.5 million) include €8.7 million in IT investments (mainly SAP) and €1.8 million in capitalized R&D project costs.

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December 31,
2021

Increase

Decrease

Change inscope ofconsolidation

Translation
adjustments
and other

December 31,
2022

Trademarks

9,995

—

—

Patents and technologies
Marketingauthorizations (MA)90,133

—

—

—

146

10,140—(61,092)

29,041

11,355

—

—

—

(829)

10,526

Sales relationships

5,118

Goodwill

39,820

—

—

—

223

5,341

—

—

—

(12,323)

27,497

SoftwareIntangible assets in progress(a)GROSS VALUES

97,466422(3,372)—

8,162

102,678

36,165290,050

6,266
6,688

—
(3,372)——(10,110)(75,823)

32,321
217,544(a) Increases in intangible assets (+€11.4 million) mainly include IT investments (+€6.1 million) and R&D costs (+€3 million for the Care Advisor for the Prostate projectand +€0.4 million for the Liver Care Advisor project as part of the partnership with IBM Watson; +€0.7 million for additional studies requested by the FDA – seenote 5.3 below).

5.2

Amortization, depreciation, and impairment by fixed asset category

Reversals

Change in
(a)
scope

Translation
adjustments
and other

December 31,
2023

3,138

—

8,113

(427)

33,469

3,836

1,727

—

—

(433)

5,130

3,650

3,181

—

—

(93)

6,738

December 31,
2022

Allowances

Patents and technologies
Marketing Authorizations(MA)

22,645

Sales relationships
Goodwill

—

—

—

—

—

—

Software69,091

10,218(2,121)

171

(132)

77,226

Intangible assets in progress(a)TOTAL

20,397
119,619—
18,264—(2,121)—8,284—(1,085)

20,397
142,960

Change inscope ofconsolidation

Translation
adjustments andother movements

December 31,
2022(a) Pertains to the assets of Intrasense, acquired in January 2023.

December 31,
2021

Allowances

Reversals

Patents and technologies
Marketing Authorizations(MA)

33,97627,899—(39,231)

22,645

3,422

677

—

(263)

3,836

Sales relationships

3,016

540

—

95

3,650

Goodwill—

12,323—(12,323)—

Software61,018

11,170(3,365)—

268

69,091Intangible assets in progress(a)TOTAL—
101,432

23,89776,507—(3,365)—(3,500)(54,955)

20,397
119,619(a) The allocations for the 2022 fiscal year correspond mainly to the €58.8 million impairment of the assets of Accurate Medical Therapeutics, IBM Watson andOcclugel, explained by the strategic refocusing and the termination of the partnership with Merative (formerly IBM Watson).

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5.3

FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

Additional information on main intangible assets

Estimates of recoverable values of cashgenerating units including goodwill or intangible
assets with indefinite useful lives
In accordance with the approach adopted, four cashgenerating units were defined, corresponding to geographic
regions (EMEA, LATAM, APAC, and NAM), according to thearchitecture adopted by the Group’s management for analysis
of its performance and for medium-term planning of its activity.
Net book value at December 31, 2023

The book value of each cash-generating unit was determinedaccording to specific allocation scales, particularly on the basisof the geographical destination of the plants’ manufacturing
output. In accordance with IAS 36, goodwill is not allocated to
any cash-generating unit (as it does not generate cash flowsthat are sufficiently independent of other Group assets). It is
tested through a “consolidated” business plan.

Global

EMEA

NAM

APAC

LATAM

Goodwill
Intangible assets with an indefinite
useful life

28.8

—

—

—

—

—

—

—

—

—

Productive assets (manufacturing)

249.4

95.4

59.7

65.8

28.5

Other support assets
TOTAL

473.3
751.5

245.4
340.8

146.5
206.2

63.2
129.0

18.2
46.8

Growth rate to infinity

3.0%

2.3%

2.2%

4.1%

3.4%

Discount rate

11.1%

10.4%

9.6%

12.0%

13.7%

(in millions of €)The discount rate used for each cash-generating unit is determined according to a risk premium specific to the geographic region inquestion. Weighting results in a global discount rate of 11.1% (compared with 9.9% in the tests conducted as of December 31, 2022).

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Consolidated financial statements and notesAt December 31, 2023, the value tests were based on
discounted cash flows determined on the basis of the best
estimates known at December 31, 2023. In particular, theycome from the Medium-Term Plan determined by the Group’s

management over a five-year horizon. A final additional yearof testing (2029 normative) was extrapolated by considering anormative level of activity for each region. The main
assumptions are presented below:

Change in revenue

EMEA

NAM

APAC

LATAM

6.1%

64.4%

-7.3%

25.2%

3.4%

5.1%

8.4%

8.7%

Global

2024
2025

5.6%

2026

8.1%

7.8%

8.4%

8.8%

7.0%

2027

4.5%

-2.6%

9.3%

10.2%

6.7%

2028

6.0%

2.4%

6.6%

9.7%

7.2%

For each of these cash-generating units, the present value
exceeds the net book value. Accordingly, no impairment is
considered as a result of these tests at December 31, 2023.
In terms of sensitivity, an increase of one percentage point in
the discount rate, a 10% decrease in the growth rate to infinity,or even a 10% downturn would result in:• for the LATAM region, recognition of an impairment loss, theestimated amount of which remains immaterial;• for the EMEA, APAC, and NAM regions, no impairment
loss recognized.

Capitalization of preclinical and clinical studies
required by the US Food and Drug Administration
In December 2017, Guerbet LLC received a request from the
FDA (Food and Drug Administration) to conduct two preclinicalstudies and a clinical study for Dotarem®, marketed in the
United States, for which approval was obtained in 2013.

GUERBETIn November 2022, Guerbet LLC received a second requestfrom the FDA referencing the MA obtained for Elucirem™ in
September 2022. As was the case for Dotarem®, the FDA asked
Guerbet to conduct two preclinical studies and a clinical study.
These studies are part of the Post Marketing Requirements (PMR)
governed by section 505(o) of the FDCA (Federal Food, Drug,and Cosmetic Act). They are mandatory, but the result does notcall into question the sale of the products in the US market.
According to the FDA, “the results from completed studies
provide additional information that can lead to safety labelingchanges, support expanded use of a drug, or alleviate
concerns about a potential drug risk.”
Under the Group rules and after analysis of IAS 38, the costs
related to preclinical and clinical studies occurring after anauthorization is obtained, meet the criteria for recognition as
capital assets.
At December 31, 2023, €2.2 million was capitalized forpreclinical studies and €3.9 million for the clinical study for the
PMR for Dotarem® and Elucirem™.

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Consolidated financial statements and notes

NOTE 6
6.1

Tangible assets

Analysis of items by category(in € thousands)

Land

Decrease

Changesin scope

Translation
adjustments
and other

December 31,
2023

—

—

—

(144)

16,465

227,0136,107(3,621)

997

6,632

237,128

December 31,
2022

Increase

16,609of which IFRS 16 finance leases
Buildings
of which IFRS 16 finance leases

27,794

5,950(2,679)

997

(472)

31,590

Plant, machinery, and equipment

418,432557(1,127)—23,555441,417of which IFRS 16 finance leases

1,231

472

(514)

—

(3)

1,186

Other tangible assets

98,265

8,124(9,738)

515

5,695

102,861of which IFRS 16 finance leases

12,677

5,065(3,102)84(122)

14,602

Fixed assets under construction
Gross values

54,844815,163

38,25553,043—(14,486)—
1,512(39,487)(3,748)53,613
851,484

Depreciation & amortization(528,611)(42,881)

13,457

(819)

1,754

(557,101)

Impairment
NET VALUES(434)
286,119—
10,162—(1,029)

—
693

(21)
(2,016)(455)
293,929(in € thousands)

December 31,
2021

Increase

Decrease

Change inscope ofconsolidation

Translation
adjustments
and other

December 31,
2022

16,280

—

(102)

431

16,609216,781

8,263(7,933)

9,901

227,013

Landof which IFRS 16 finance leases
Buildings

198—

of which IFRS 16 finance leases

35,937

8,192(3,819)651

40,962

Plant, machinery, and equipment

403,699

280(11,448)

25,901

418,432of which IFRS 16 finance leases

1,226

247

(249)

7

1,231

Other tangible assets

90,8187,336(5,303)—

5,413

98,265of which IFRS 16 finance leases

10,266

4,168(1,829)—72

12,677

Fixed assets under construction
Gross values

47,875775,453

40,46356,343—(24,785)—(33,494)
8,152

54,844815,163

Depreciation & amortization(501,039)(43,097)

21,386—(5,860)(528,611)

Impairments
NET VALUES(369)
274,046(21)
13,225—(3,400)

—
—

(44)
2,248

(434)
286,119

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Consolidated financial statements and notes

6.2

Breakdown of net tangible assets by currency area
2023
Closing price

Currency

Euro

2022
AmountClosing price

222,184

Amount221,517

USD

1.11

54,515

1.13

47,646

Real

—

8,337

6.31

6,972

8,893

N/A

Other currencies

N/A

TOTAL

6.3

293,9299,984
286,119

Revaluations

The Villepinte office complex was adjusted to its fair value atJanuary 1, 2004, by an independent appraiser. The value ofthe buildings was estimated at €11.3 million. Considering thenet book value of these buildings at January 1, 2004, namely€3.3 million, the revaluation concerned €8 million, of which€6.5 million for buildings and €1.5 million for land.

NOTE 7

A second valuation was conducted in 2008. The value of thebuildings was estimated at €12.6 million, which confirmed that
there was no impairment loss.

Non-current financial assets
2023

2022

Gross

Provisions

Net

Net

Guarantees and deposits

1,397

—

1,397

1,687

PIDR Germany reinsurance assets (see note 12.2)

7,386

—

7,386

7,367

(in € thousands)

Loans

2,878

—

2,878

2,238

Other non-current financial assets*

16,223(3,357)

12,866TOTAL

27,884(3,357)

24,527

17,981
29,273* Other non-current financial assets include:• the investment in the Truffle Capital innovation fund for €14.6 million in gross value and €3.4 million in impairment;• the fair value of the interest-rate hedge (swaps and collars) for €0.9 million;• a portfolio of 63,222 Guerbet shares for a gross value of €1 million: one part intended for the allocation of free shares and the other part relating to the liquidity
contract set up with Exane BNP Paribas in March 2022. The aim of this contract is to promote the liquidity of transactions and regular trading in the shares and to
avoid price differences that are not justified by market trends. At the start of the trading, Guerbet allocated €600 K in cash for implementation of the contract. At
December 31, 2023, 13,219 shares were included in the liquidity account.

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Consolidated financial statements and notes

NOTE 8Deferred tax assets and liabilities
Changes inChanges in shareholders’2022
incomeequity(in € thousands)

Translation
adjustments
Removaland other Reclassifications from scope

2023

Deferred tax assets

16,653

5,220

28,038Deferred tax liabilities(9,872)(5,220)(9,448)

TOTAL

6,781

7,504

4,956

(75)

—

(575)

18,591

Use of tax losses(a)10,470

334

—

(201)

—

—

10,604

Temporary timing differences

4,266

161

891

(127)

—

—

5,191

Restatement of special taxallowance reserves(18,035)

443

—

(42)

—

—

(17,634)

Tangible assets(6,018)

(607)

—

330

—

—

(6,295)Intangible assets(3,724)

475

—

586

—

(575)

(3,238)13,744

9,223

—

(464)

—

—

22,504

797

364

—

(3)

—

—

1,158

IFRS 16 finance leases

(10)

25

—

—

—

—

15

Restatement of injectors

—

—

—

—

—

—

—

Restatement of financial instruments(2,567)(1,706)

2,889

(11)

—

—

(1,395)

Provisions for retirement

6,088(1,108)

1,163

28

—

—

6,171

Other

1,770

(101)

13

(171)

—

—

1,511

of which deferred taxes resulting from:

Restatement of margins
on inventories
Restatement of provisions
on subsidiary risk(a) Use of tax losses:• USA: The favorable outlook for the US tax group led to the use in 2021 of existing unused tax losses ($47 million) for a deferred tax asset of €8 million, for whicha net deferred tax amount of €5 million was used for the 2022 taxable income. In 2023, an additional tax loss of €2.0 million was recognized for previous
corrections. It was offset by the use of €2 million in deficits during the fiscal year.
• Accurate Medical Therapeutics: The entity’s tax positions were frozen in 2023 because of the sale in progress. At the end of 2022, the total balance of the entity’s
loss carryforwards was €6 million. This asset is offset by a deferred tax liability of the same amount.
December 31, 2023
Tax losses used (base)

Tax losses used (tax)USA

15,6093,555

Accurate Medical Therapeutics

25,387

5,924

Medex

971

251

Other

2,808

874

TOTAL

44,775

10,604

Tax losses carried forward and tax effects (in € thousands)

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Consolidated financial statements and notes2021(in € thousands)

Deferred tax assets

19,419Deferred tax liabilities(15,246)

TOTAL

Changes inChanges shareholders’in incomeequityTranslation
adjustments
Removaland other Reclassifications from scope

2022

16,653
9,872

4,173

7,621

(5,325)

312

—

6,781

Use of tax losses(a)13,968

Temporary timing differences

5,689(4,366)—869(1,596)103——

10,470—4,266

Restatement of special taxallowance reserves(18,789)

768

—

(14)

—

—

(18,035)

Revaluation of tangible assets(6,387)

645

—

(276)

—

—

(6,018)(18,218)

15,276

—

(782)

—

—

(3,724)

16,178(2,882)

—

456

—

—

13,744

306

483

—

8

—

—

797

IFRS 16 finance leases

10

(20)

—

—

—

—

(10)

Restatement of injectors

—

—

—

—

—

—

—

of which deferred taxes resulting from:Difference in valuation of intangible
assetsRestatement of margins
on inventories
Restatement of provisions
on subsidiary risk

Restatement of financial instruments

—

515

(713)

(2,359)

(10)

—

—

(2,567)

Provisions for retirement

9,196

(39)

(3,069)

—

—

—

6,088

Other

1,706

66

—

(142)

—

—

1,770

(a) Use of tax losses:• USA: The favorable outlook for the US tax group led to the use in 2021 of existing unused tax losses ($47 million) for a deferred tax asset of €8 million. A net
deferred tax of €5 million was used for the 2022 taxable income.
• France: The €1.6 million tax loss carry-forward remaining at December 31, 2021, for which a deferred tax asset of €0.4 million was recognized, was usedduring the 2022 fiscal year.
• Accurate Medical Therapeutics: A deferred tax asset of €1.6 million was recognized for the 2022 tax loss, bringing the total balance of deferred tax assets on
the entity’s tax losses carried forward to €6 million. This asset is offset by a deferred tax liability.
December 31, 2022
Tax losses carried forward and tax effects (in € thousands)

Tax losses used (base)

Tax losses used (tax)USA

15,736

3,589

France1,541

398

Accurate Medical Therapeutics

26,119

6,007

Medex

2,149

555

850

289

Guerbet Produtos Radiologicos (Brazil)
Other

1,054

319

TOTAL

45,058

10,470NOTE 9Inventories
2023(in € thousands)

2022

Raw materials and spare parts

94,844

81,198Finished, intermediate and in-progress products and goods

234,188

215,473

Gross value

329,032

296,671

Provisions(23,854)(24,174)

NET VALUE

305,178

272,496

Gross inventories increased overall because of two main factors: higher prices for our materials, especially iodine, and an increase in our materials in anticipation of the
production plan for the first half of 2024, which will be very busy because of the change of business model in France (multi-use). At the same time, impairments between
2022 and 2023 decreased as a result of the inventory clearance policy stepped up at the end of 2023.

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Consolidated financial statements and notes

NOTE 10 Trade receivables(in € thousands)

2023

2022

Gross value

151,842

125,458

Provisions(2,293)(4,220)NET VALUE

149,550

121,238

NOTE 11 Shareholders’ equity
11.1 Change in the number of shares in the parent company
At December 31, 2023, the parent company’s capital consisted of 12,641,115 shares with a par value of €1.
The changes affecting Guerbet shares are as follows:
2023

Number of shares at the beginning of the year

12,641,115

Creation of shares through exercise of stock options—

ENDING NUMBER OF SHARES

12,641,115

11.2 Details of shareholders’ equity

202

2023

2022

Share capital

12,641

12,641

Premiums for issue, merger, and conversion of convertible bonds

11,774

11,774

Statutory reserves

1,264

1,264

Consolidated reserves

353,208

323,518

Retained earnings

24,088107,807

Consolidated income

23,865(41,116)

Translation adjustments(48,509)(36,318)

TOTAL

378,332

379,570

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NOTE 12 Provisions
12.1 Changes
Translation
Reversals
adjustments(provisionandnot used) reclassifications

2022

Changes in
scope

Allowance

Reversals(provisionused)

Non-current

32,15022

1,766(2,564)(43)(2,200)1,430

30,562

Of which deferred staff
benefits (note 12.2)
Current

27,43722

1,443(2,100)

(43)

111

1,430

28,301

Tax disputes(a)

7,618

—

939

(4,499)

(569)

63

—

3,552

Commercial disputes

1,724

241

265

(690)

(304)

—

—

1,236

Staff-related provisions

Changes in
actuarialassumptions

2023

693

—

234

(454)

(104)

(1)

—

369

Miscellaneous obligations(b)Total Current provisions

3,876
13,912

—
241

6,189
7,626

(579)
(6,222)(544)(1,521)

1,671
1,734

—
—

10,613
15,770TOTAL PROVISIONS

46,062

263

9,393(8,786)(1,564)

(466)

1,430

46,332(a) Includes a €4.2 million provision for Guerbet’s tax audit.
(b) Includes a €4.8 million provision for restructuring at Guerbet.

Reversals
Reversals(provision (provision not
used)
used)

Translation
adjustments andreclassifications

Changes in
actuarialassumptions

2022

2021

Allowance

Non-current

41,9882,806(1,534)(1,842)(2,016)(11,286)

32,150Of which deferred staff benefits(note 12.2)
Current

37,7002,769(1,534)

(54)

(157)

(11,286)

27,437

706

6,600

(186)

—

498

—

7,618

Commercial disputes

3,504

184

(1,719)

(358)

113

—

1,724

Staff-related provisions

1,187

283

(216)

(560)

(1)

—

693

Miscellaneous obligations
Total Current provisions

4,376
9,774

2,040
9,107

—
(2,121)(719)(1,637)(1,822)(1,211)——

3,876
13,912TOTAL PROVISIONS

51,762

11,915(3,655)(3,473)805(11,286)

46,062

Tax disputes(a)(a) Includes a €6 million provision for Guerbet’s tax audit.

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Consolidated financial statements and notes

12.2 Deferred staff benefitsa) Descriptionb) Measurement and recognition

Commitments for supplemental retirement benefits to be paid toGerman workers are covered by financial assets corresponding
to funds invested with third parties (the plan’s assets). All ofthese investments are made with insurance companies, deemed
to be risk-free. These assets are assessed each year, frequently
enough so that the amounts recognized do not differ
significantly from the assets and liabilities at close. They arevalued at €7.4 million at December 31, 2023, including€0.9 million in hedging assets (excluding reinsurance assets).
Premiums paid for defined-contribution retirement plans are
spread over the year.

The Group has no plan covering the medical expenses of its
former employees.

The Group’s obligations are calculated using the assumptionsin effect in the countries in question.

Group employees have post-employment benefits in the form of:• retirement benefits or end-of-career benefits (France, Italy,
Austria, Korea, Japan, Türkiye, and Ireland);• supplemental defined-benefit retirement plans (Germany) or
early retirement benefits for persons aged 58 to 60 (Belgium).
Provisions have been made for these commitments.

Actuarial gains and losses are recognized directly inshareholders’ equity, as authorized by revised IAS 19.

c) Actuarial assumptions applied for France and Germany representing 98% of provisions
and 100% of the plan’s assets
FranceDiscount rate (C)Average expected return on plan assets
Wage growth
Average revision rate applied to annuities

Germany

2023

2022

2023

2022

3.50%

4.00%

3.60%

4.10%

N/A

N/A

N/A

N/A

2.90%

2.80%

2.30%

2.30%

N/A

N/A

2.00%

2.00%

Mortality assumptions

T

T

T

T

Staff turnover rate

S

S

S

S

Retirement age

E

E

65

65

Social security charge rate

V

V

V

V

C = Mercer Yield curve (MYC).
E = Estimated retirement age based on an average start-of-career age by category of employees, and annuities required by regulations.
S = Rate tables established from statistics and according to analysis factors such as the employee’s status and age, according to their relevance.
T = The tables used are adjusted tables TH 00-02 and TF 00-02 for mainland France and Dr. Klaus Heubeck’s table (RT 2018 G) for Germany.
V = Variable according to the social security charge rate of the entity concerned.
The following information is not provided in detail (N/A):• average expected returns on plan assets for French companies since French plans do not have assets;• average revision rates for annuities since French plans correspond to retirement benefits and not annuities;• average rate of growth in medical expenses since none of the plans cover medical expenses.

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Consolidated financial statements and notes

Balance sheet liabilities

Present value of funded liabilities

2023

2022

29,23728,382

Fair value of plan assets

(936)

(945)

Balance of liabilities

28,301

27,437——28,301

27,437——28,301

27,437

2023

2022

Cost of services for the year

1,796

2,634

Finance costs

1,023

419

Other impacts(1,149)35

NET PLAN COSTS

1,671

3,088

Amounts recognized on balance sheet
Provisions for deferred staff benefits
Non-current financial assets (book assets)
NET BALANCE SHEET: NET LIABILITIES (ASSETS)
Expenses on the income statement

2023

2022

Beginning liabilities

27,43737,700

Cost of services for the year

1,796

2,634

Finance costs

1,023

419

Other impacts including actuarial gains and losses(1,164)35

Change in liabilities over the year

Employer payments to funding assets

(47)

(25)

Benefits paid

(2,393)(1,842)

Actuarial gains and losses

1,534(11,286)

—

—

(115)

(174)

28,301

27,437

Impact of change in method
Translation adjustments

(24)

Other
ENDING LIABILITIESd) Sensitivity analysis of actuarial assumptions
An increase of 25 basis points in the discount rate would have an impact on the discounted value of liabilities of -€808 K (-2.86%).
A decrease of 25 basis points would increase liabilities by +€847 K (+2.99%).

12.3 Contingent liabilities
In the absence of sufficient evidence of having reached the thresholds for triggering the payment of a potential additional bonus of€10.5 million after 2030 as provided for in the amendment to the OSEO contract, this bonus is considered a contingent liability
under IAS 37.

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Consolidated financial statements and notes

NOTE 13 Trade payables
2023

2022

Trade payables

92,916

103,709

TOTAL

92,916

103,709

2023

2022

3,056

8,222

NOTE 14 Other operating revenue
Sales of services
Operating subsidy

559

658

3,615

8,879

2023

2022

Salaries and wages(203,266)(185,476)

Social security charges(59,444)(54,733)

Employee profit sharing

(915)

(455)

(263,625)(240,664)

TOTALNOTE 15 Staff costs
15.1 Details of staff costs

Total

15.2 Main characteristics and parameters for valuing the share-based payment
benefit granted by the Group – Stock option plan
In 2011 and 2012, the Group established stock option plans. All the plans expired on December 31, 2021. During the 2023
fiscal year, no options were exercised.

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Consolidated financial statements and notes

15.3 Free share allocation plan
On March 21, 2021, the Board of Directors approved afourth free share allocation plan for certain employees andexecutives of Guerbet and its French and foreign subsidiaries.

On September 21, 2022, the Board of Directors approved a
new free share allocation plan (Plan 5). On May 9, 2023, a
new free share plan was introduced.

The main assumptions applied for the free share plans in effect at December 31, 2023, are as follows:
Plan 4

Plan 5

Plan 6

Grant date

May 01, 2021

September 22, 2022

July 01, 2023

Acquisition date

May 01, 2024

September 22, 2025

July 01, 2026

Vesting period

3 years

3 years

3 years

Price on grant date

33.70

17.50

17.00

1.3%

2%

2.3%

(0.59%)

1.5%

2.8%

Anticipated dividend rate
Risk-free rate
Volatility

37%

37%

35.7%

2.06%

2.06%

2.06%

Based onMonte Carlo model

Based onMonte Carlo model

Based onMonte Carlo model

Employee turnover rate
Probability of fulfilling the performance
conditions

There are 11,888 free shares still to be allocated under Plan 4. Regarding Plan 5, 84,205 shares were allocated. A new plan has
been in force since July 1, 2023. In accordance with the regulations of Plan 6, performance shares can be allocated until June 30,2024. The details at December 31, 2023, are as follows:

Plan type

Numberof instruments
initially granted

AGAP (plan 4)

48,060

Number of active sharesat 12/31/2023

11,888AGAP (plan 5)

98,409Number of active sharesat 12/31/2023

84,205

AGAP (plan 6)

92,896

Number of active sharesat 12/31/2023

88,234

Numberof vested
instruments

Grant date

End of vesting
period (subject
to presence)

Vesting periodin yearsCommitment
by plan

2021

2024

3

€258 K

2022

2025

3

€1,257 K

2023

2026

3

€1,223 K

The total commitment since the first share allocation plan (dated September 28, 2016) was valued using the Monte Carlo modelwith the Black & Scholes formula.
Pursuant to these plans, an expense of €212 K was recognized, offset against shareholders’ equity.

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Consolidated financial statements and notes

15.4 Average number of staff during the year
2023

2022

Europe

1,745

1,718

America

912

827

Asia

247

254

TOTAL

2,904

2,799

15.5 Geographic breakdown of workforce, snapshot at December 31
2023

2022

Europe

1,741

1,723

America

935

863

Asia

244

253

TOTAL

2,920

2,839

NOTE 16 External charges
2023

2022

Industrial subcontracting(22,303)(20,203)

Non-stocked materials and supplies(a)(24,629)(28,972)

Rentals and rental expenses(12,066)(10,935)

Maintenance and repairs(26,484)(23,463)

Insurance(5,587)(6,004)

Studies and research(13,589)(9,953)

Outside staff(6,804)(5,772)

Commissions and fees

(48,850)(46,918)

Advertising and public relations(8,001)(8,208)Transport(17,229)(24,155)

Travel and entertainment(10,090)(8,704)

Postage and telecommunications fees

(2,128)(2,148)

Conferences and seminars(10,468)(10,560)

Registration fees

(8,834)(9,208)Other miscellaneous charges(16,744)(17,381)

TOTAL(233,806)(232,585)(a) There was a downward impact on the expenses by a €7 million saving corresponding to an ARENH “premium” obtained under an own-use power purchaseagreement. This premium is the result of a particularly favorable arbitrage option between the forward price and the ARENH price for 2023, which is considered astandard feature of the agreements and not an embedded derivative.

NOTE 17 Taxes and duties

208

2023

2022

Payroll tax(2,083)(1,822)

Regional Economic Contribution (France: contribution économique territoriale)(1,930)(2,449)Other taxes and duties(11,428)(10,720)

TOTAL(15,441)(14,992)

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NOTE 18 Amortization, depreciation, impairment, and provisions
2023

2022

On intangible assets(18,264)(17,699)

On tangible assets(42,881)(43,118)

TOTAL(61,145)(60,817)

Impairment

2023

2022

On goodwill—(12,323)

On intangible assets—(46,485)

TOTAL—(58,808)

Amortization/depreciation

The impairment losses relate to the Accurate Medical Therapeutics, IBM Watson, and Occlugel assets (see note 5.2).

2023

2022

Liabilities and charges(2,641)

799

Customers

2,820

(174)

Inventories

159(1,032)

Pensions

699(1,181)

TOTAL

1,037

(1,587)

Provisions

NOTE 19 Other operating income and expenses
2023

2022

Royalties paid

(2,431)(1,767)

Research tax credit

3,748

4,712

Income from sale of fixed assets(496)(2,273)

Miscellaneous other income and expenses(a)(5,679)

889

TOTAL

(4,858)1,561(a) Including €2 million in bad debt losses and a €1.6 million impact of tax audits.

NOTE 20 Gross finance costs
Interest charges on lease liabilities
Interest on borrowings and bank credit facilities

2023

2022

(476)

(230)

(10,158)(4,343)

Interest rate swaps

1,920

1,334

TOTAL

(8,714)(3,239)GUERBET

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Consolidated financial statements and notes

NOTE 21 Income tax
21.1 Details of tax expenses
2023

2022

Current taxes(16,143)(20,365)

Deferred taxes
TOTAL

7,506

7,621

(8,637)(12,744)21.2 Analysis of tax expenses
2023

2022

Pre-tax result

30,808(28,372)

Theoretical tax charge at the prevailing rate for the consolidating company(a)(7,958)

7,328

Impact of differences in tax rates

2,015

(15)

Impact of permanently non-deductible or non-taxable expenses

1,642(6,046)

Impact of tax credits

1,378

926

Impact of deferred taxes on deficits and other items(b)(c)(5,715)(14,937)

TOTAL(8,637)(12,744)

EFFECTIVE TAX RATE (%)

28.04%(44.92%)(a) Tax rate

25.83%

25.83%(b) 2023: Including a €2.5 million provision for tax audits relating to the French tax consolidation group.
(c) 2022: This amount includes provisions for tax adjustments relating to French tax consolidation for €8.9 million, impairment of deferred tax assets (loss carry-forward)
for €4.3 million, and deferred taxes not recognized on losses for €2.2 million.

NOTE 22 Research and development costs
The amounts below are booked as expenses:

Direct costs

2023

2022

73,00560,603

Indirect costs

8,223

9,379

OVERALL RESEARCH AND DEVELOPMENT EXPENDITURES

81,22869,982The definition of the Research and Development scope and the method for allocating indirect costs include costs of supplies andconsumables, external charges, staff costs, and amortization/depreciation.

NOTE 23 Government grants
The following subsidies were recognized on the income statement:
Accounting category

Type

2022

Other operating income

Innovation aid

14

148

Other operating income

Employment aid

229

301

243

449

TOTAL

210

2023

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FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

NOTE 24 Related-party disclosures
24.1 Relationships with non-consolidated companies
All of the Group’s significant companies are fully consolidated. Transactions between these companies are eliminated. The total
impact of non-consolidated entities is not significant.

24.2 Compensation and benefits granted by the Group to top executives
The top executives make up the Executive Committee. They received the following benefits and compensation in thousands of euros:
2023

2022

Short-term benefits

2,877

6,896

Fixed share of total gross compensation (not including benefits in kind)

2,149

3,448

728

2,142

Variable share of compensation(a)Benefits in kind

1,306

Post-employment benefit plans

671

777

of which funded supplemental pension contributions

108

117

of which provisions for retirement benefits

563

660

Other long-term benefits

None

None

Termination benefits

298

None

Payment in shares

None

43

(a) For each executive, the variable portion depends on attaining a number of personal targets in the previous year. It is adjusted according to the performance of
Guerbet or the Group in that same year and is calculated on the basis of the salary for December 2023.

In 2023, the members of the Board of Directors received €324 K in attendance fees representing the directors’ compensation for the2022 fiscal year.

NOTE 25 Off-balance sheet commitments
2023

2022

Sureties, deposits, and other commitments given to third parties on behalfof related companies
Sureties and deposits given to third parties and other commitments(a)11,062

10,373

405

2,431

TOTAL

11,467

12,804(a) At December 31, 2023, Guerbet had a commitment to subscribe to the Truffle Capital innovation investment fund for a maximum of €15 million, €14.6 million ofwhich has already been paid.

2023

2022

Sureties and deposits received by third parties and other commitments

101,492

152,050

TOTAL

101,492

152,050

Commitments received(a)(a) As part of its refinancing, Guerbet negotiated a €100 million confirmed credit line set up on July 28, 2023, with its partner banks and fully available at
December 31, 2023.

In response to the requests from the US FDA to conduct various
regulatory preclinical and/or clinical studies for contrast media
already on the market (“Post Marketing Requirements”), Guerbet
S.A. signed collaboration agreements with other players in the

GUERBET

contrast media sector for shared funding and organization of
the studies. The Group’s financial commitments in this respectamount to €7.2 million for the 2024-2028 period.

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Consolidated financial statements and notes

NOTE 26 Earnings per share and diluted earnings per share2023

Consolidated net income, Group share2022

22,171(41,116)

12,641,115

12,616,390

1.75(3.26)

2023

2022

Consolidated net income, Group share

22,171(41,116)

Consolidated net income after dilution

22,171(41,116)

12,641,115

12,641,115(3.25)

Weighted average number of shares in the fiscal year
NET EARNINGS PER SHARERETROSPECTIVE PRESENTATION OF THE NUMBER OF SHARES (IAS 33.64)

Number of current shares
DILUTED NET EARNINGS PER SHARE

1.75

NOTE 27 Post-closing events
We are not aware of any major events occurring after the balance sheet date that could affect the interpretation of the financial
statements at December 31, 2023.

NOTE 28 Appropriation of the 2023 result
At its meeting of March 20, 2024, the Board of Directors approved the consolidated financial statements at December 31, 2023.
These financial statements will not be considered final until they are approved by the Annual General Meeting. The Board of
Directors will propose distribution of a gross dividend of €0.50 per share. The total dividend payout will be €6.3 million.

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FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

NOTE 29 Fees paid to Statutory Auditors
MazarsStatutory Auditor
Amount2023

Crowe HAF
Network%

AmountStatutory Auditor%

AmountNetwork%

Amount%Certification and limited half-year review of individual and consolidated financial statements• Issuer

200

33%

—

—%

205

29%

—

—%

• Fully consolidated subsidiaries

36

6%

337

56%

97

14%

393

55%

Subtotal

236

39%

337

56%

302

43%

393

55%

Services other than certification of the financial statements• Issuer (CSR work)

25

4%

—

—%

14

2%

—

—%

• Fully consolidated subsidiaries
Subtotal

—
25

—%
4%

—
—

—%
—%

—
14

—%
2%

—
0

—%
—%

TOTAL

261

44%

337

56%

316

45%

393

55%

Deloitte & Associés
Statutory Auditor
2022

AmountCrowe HAF

Network%

AmountStatutory Auditor%

AmountNetwork%

Amount%Certification and limited half-year review of individual and consolidated financial statements• Issuer

288

38%

—

—%

185

24%

—

—%

• Fully consolidated subsidiaries

40

5%

397

53%

93

12%

446

59%

Subtotal

327

44%

397

53%

278

37%

446

59%

Services other than certification of the financial statements• Issuer (CSR work)

25

3%

—

—%

—

—%

—

—%

• Fully consolidated subsidiaries
Subtotal

—
25

—%
3%

—
—

—%
—%

8
8

1%
1%

27
27

4%
4%

TOTAL

352

47%

397

53%

286

38%

473

62%

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FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

NOTE 30 List of consolidated companies
2023% held% controlled2022% held% controlled

FranceParent company

Parent company

France

100%

100%

Medex

France100%

100%

Guerbet France

France100%100%Intrasense

France56%—%

A. Martins & Fernandes SARL

Portugal

100%

100%

Guerbet Laboratories Ltd.

United Kingdom

100%

100%

SA Guerbet NV

Belgium

100%

100%

Guerbet Nederland BVNetherlands

100%

100%

Guerbet SpA

Italy

100%

100%

Laboratorios Farmaceuticos Guerbet S.A.U.

Spain

100%

100%

Guerbet AG

Switzerland

100%

100%

Guerbet Ilac Tibbi Malzeme A.S

Türkiye

100%

100%

Lieble-Flarsheim Ireland Ltd.

Ireland

100%

100%

Guerbet Argentina Ltd.

United Kingdom

100%

100%

Guerbet Czech Rep. s.r.oCzech Republic

100%

100%

Accurate Medical Therapeutics Ltd.

Israel100%

100%

Guerbet Austria G.m.b.H

Austria

100%

100%

Guerbet Ireland Unlimited Co.

Ireland

100%

100%

Guerbet Imaging Switzerland AG

Switzerland

100%

100%

Guerbet Poland Sp. Z.o.o.

Poland100%

100%

Businessregistration
number (Siren) Company

Head office308491521

Guerbet308412434

Simafex

340598978
789526555

(a)

(b)

214

Guerbet Sweden AB

Sweden—%100%

Guerbet G.m.b.H

Germany

100%

100%

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FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

Head office2023% held% controlled

Guerbet South Africa Pty Ltd.

South Africa

100%

100%

Guerbet Asia Pacific Ltd.

Hong Kong

100%

100%

Guerbet India Private Ltd.

India

100%

100%

Guerbet Japan K.K.

Japan

100%

100%

Guerbet Medical Consulting (Shanghai) Co., Ltd. China

100%

100%

Guerbet Korea Ltd.

South Korea

100%

100%

Guerbet Taiwan Co. Ltd.

Taiwan, Province of China

100%

100%

Imaging Solutions Korea Ltd.

South Korea

100%

100%

Guerbet Pharmaceuticals Wenzhou Co., Ltd.

China

100%

100%

Guerbet LLC

USA

100%

100%

Liebel-Flarsheim Company LLC

USA

100%

100%

Guerbet Caribbean, Inc. (Puerto Rico branch)

Puerto Rico

100%

100%

Guerbet Caribbean, Inc.

USA

100%

100%

Guerbet America

USA

100%

100%

Guerbet Produtos Radiologicos Ltda.

Brazil100%

100%

Guerbet Argentina Ltd. (branch)

Argentina

100%

100%

Guerbet Imagem Do Brasil Ltda.

Brazil100%

100%

Guerbet Chile Ltda.

Chile

100%

100%

Guerbet Mexicana S.A. de C.V.

Mexico100%

100%

Guerbet Colombia SAS

Columbia

100%

100%

Guerbet Panama S.A.

Panama100%

100%

Operadora De Insumos Para La Salud Guerbet,
S.A. de C.V.
Guerbet Imaging Panama S.A.

Mexico100%

100%

Panama100%

100%

Gestion Especializada Loro S.A. de C.V.

Mexico100%

100%

Guerbet Australia Pty Ltd.

Australia

100%

100%

Businessregistration
number (Siren) Company

2022% held% controlled(a) Acquisition.
(b) Disposal.

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Statutory Auditors’ report on the consolidated financial statements

6.2

STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATEDFINANCIAL STATEMENTS

Year ended December 31, 2023
This is a translation into English of the Statutory Auditors’ report on the financial statements of the Company issued in French and it isprovided solely for the convenience of English-speaking users. This Statutory Auditors’ report includes information required by Frenchlaw, such as information about the appointment of the Statutory Auditors or verification of the management report and otherdocuments provided to shareholders. This report should be read in conjunction with, and construed in accordance with, French law
and professional auditing standards applicable in France.
To the Guerbet Annual General Meeting,OpinionIn compliance with the engagement entrusted to us by your Annual General Meetings, we have audited the accompanying
consolidated financial statements of Guerbet for the year ended December 31, 2023.
In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial positionof the Group as at December 31, 2023 and of the results of its operations for the year then ended in accordance with International
Financial Reporting Standards as adopted by the European Union.
The audit opinion expressed above is consistent with our report to the Audit Committee.

Basis for Opinion
Audit Framework
We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the “Statutory Auditors' Responsibilities for the Audit of theConsolidated Financial Statements” section of our report.

Independence
We conducted our audit engagement in compliance with independence requirements of the French Commercial Code (codede commerce) and the French Code of Ethics (code de déontologie) for Statutory Auditors for the period from January 1,
2023 to the date of our report, and specifically we did not provide any prohibited non-audit services referred to in Article
5(1) of Regulation (EU) No 537/2014.

Justification of Assessments – Key Audit Matters
In accordance with the requirements of Articles L. 821-53 and R. 821-180 of the French Commercial Code (code de commerce)
relating to the justification of our assessments, we inform you of the key audit matters relating to risks of material misstatement that, in
our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period, as
well as how we addressed those risks.
These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our
opinion thereon, and we do not provide a separate opinion on specific items of the consolidated financial statements.

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Statutory Auditors’ report on the consolidated financial statements

Valuation of intangible assets with an indefinite life and goodwill – impairment tests
Paragraph j) of the Accounting policies and methods and note 5.3 to the consolidated financial statements

Risk identified
As part of its development, the Group carried out acquisitions and external growth operations in the past, and recognized goodwill,
manufacturing assets and intangible assets notably related to intellectual property following the purchase price allocation process.
This goodwill, equal to the difference between the price paid and the fair value of net assets acquired, is tested based on aconsolidated business plan. The other assets are allocated to four groups of cash-generating units (CGUs), defined according to thegeographic regions where the Group operates, as indicated in note 5.3 to the consolidated financial statements.
Each fiscal year, Management ensures that the carrying amount of goodwill and assets with an indefinite life, shown on the balance
sheet as of December 31, 2023 for €28.8 million, including goodwill of €27.5 million, does not exceed the recoverable amountand does not present a risk of impairment.
The methods used for the impairment tests and the main assumptions adopted are described in note 5.3 to the consolidated financial
statements. The recoverable amount was determined by reference to the value in use calculated based on the present value of
expected future cash flows from the asset groups forming the four CGUs.
The assessment of the recoverable amount of these assets was considered to be a key audit matter due to the materiality of theamount with regard to the consolidated balance sheet. In addition, Management is required to make significant estimates andexercise a high level of judgement in determining the assumptions underlying impairment tests and particularly with regard to theconstruction of the Medium Term Plan and determining the growth rate for cash flow projections and the discount rate applied.

Our response
We verified that the methodology and calculation model applied by the Group were consistent with prevailing accounting standards,
supported by the expertise of our valuation specialists.
We also conducted a critical review of how this methodology was implemented. In particular, we:• verified the completeness of the components of the carrying amount of the CGU groups and the consistency of the determinationof this value with the way in which the cash flow projections were prepared to estimate the value in use;• verified the compliance of the cash flow projections with the 2024-2028 Medium-Term Plan (MTP) prepared by Management, as
they were presented to and approved by the Board of Directors;• conducted a critical analysis of the reasonableness and consistency of the main assumptions adopted in the preparation of the
MTP in relation to past results;• assessed the discount rates used by Management by comparing them with our own estimate of these rates, prepared with thehelp of our valuation specialists and by analyzing the various constituent parameters to be applied;• verified the arithmetical accuracy of the impairment tests performed;• assessed the information provided in note 5.3 to the consolidated financial statements, particularly with regard to key assumptions
and sensitivity analyses.

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FINANCIAL STATEMENTS AND RELATED NOTES
Statutory Auditors’ report on the consolidated financial statements

Specific verifications
We have also performed, in accordance with professional standards applicable in France, the specific verifications required by laws
and regulations of the information pertaining to the Group presented in the Board of Directors’ management report.
We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements.
We attest that the consolidated non-financial statement required by Article L. 225-102-1 of the French Commercial Code (code decommerce) is included in Group management report, it being specified that, in accordance with the provisions of Article L. 823-10of the Code, we have verified neither the fair presentation nor the consistency with the consolidated financial statements of theinformation contained therein. This information should be reported on by an independent third party.

Other Legal and Regulatory Verifications or Information
Format of consolidated financial statements intended to be included in the annual financial report
We also verified, in accordance with professional standards for statutory audit procedures to be carried out on parent company andconsolidated financial statements presented in the single electronic reporting format, that the presentation of consolidated financial
statements intended to be included in the annual financial report referred to in section I of Article L. 451-1-2 of the French Monetaryand Financial Code, prepared under the responsibility of the Chief Executive Officer, complies with the format specified inCommission Delegated Regulation (EU) 2019/815 of December 17, 2018. With regard to consolidated financial statements, ourwork includes verifying that the tagging in the statements complies with the format specified in the aforementioned regulation.
Based on our work, we conclude that the presentation of the consolidated financial statements to be included in the annual financial
report complies, in all material aspects, with the single electronic reporting format.
Due to the technical limits inherent to the macro-tagging of consolidated financial statements in accordance with the European single
electronic format, it is possible that the content of certain tags in the notes to the consolidated financial statements are not presented
in an identical manner to the accompanying consolidated financial statements.
However, it is not our responsibility to verify that the consolidated financial statements ultimately included by your Company in theannual financial report filed with the AMF correspond to those on which we performed our work.

Appointment of the Statutory Auditors
We were appointed as Statutory Auditors of Guerbet by the Annual General Meeting of May 23, 2008 for Crowe HAF and
May 26, 2023 for Mazars.
As of December 31, 2023, Crowe HAF and Mazars were in the 16th year and 1st year of total uninterrupted engagement,
respectively.

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FINANCIAL STATEMENTS AND RELATED NOTES
Statutory Auditors’ report on the consolidated financial statements

Responsibilities of management and those charged with governancefor the consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with
International Financial Reporting Standards as adopted by the European Union, and for such internal control as Management
determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the consolidated financial statements, Management is responsible for assessing the Company’s ability to continue as agoing concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it
is expected to liquidate the Company or to cease operations.
The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risk
management systems and where applicable, its internal audit, regarding the accounting and financial reporting procedures.
The consolidated financial statements were approved by the Board of Directors.

Statutory Auditors’ responsibilities for the auditof the consolidated financial statements
Objective and audit approach
Our role is to issue a report on the consolidated financial statements. Our objective is to obtain reasonable assurance about whether
the consolidated financial statements as a whole are free from material misstatement. Reasonable assurance is a high level ofassurance but is not a guarantee that an audit conducted in accordance with professional standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in theaggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated
financial statements.
As specified in Article L. 821-55 of the French Commercial Code (code de commerce), our statutory audit does not include
assurance on the viability of the Company or the quality of management of the affairs of the Company.
As part of an audit conducted in accordance with professional standards applicable in France, the Statutory Auditor exercises
professional judgment throughout the audit and furthermore:• identifies and assesses the risks of material misstatement of the consolidated financial statements, whether due to fraud or error,
designs and performs audit procedures responsive to those risks, and obtains audit evidence considered to be sufficient andappropriate to provide a basis for his opinion. The risk of not detecting a material misstatement resulting from fraud is higher thanfor one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override ofinternal control;• obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control;• evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by Management in the consolidated financial statements;• assesses the appropriateness of Management’s use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of his audit report.
However, future events or conditions may cause the Company to cease to continue as a going concern. If the Statutory Auditor
concludes that a material uncertainty exists, there is a requirement to draw attention in the audit report to the related disclosures in the
consolidated financial statements or, if such disclosures are not provided or inadequate, to modify the opinion expressed therein;• evaluates the overall presentation of the consolidated financial statements and assesses whether these statements represent theunderlying transactions and events in a manner that achieves fair presentation;• obtains sufficient appropriate audit evidence regarding the financial information of the entities or business activities within theGroup to express an opinion on the consolidated financial statements. The Statutory Auditor is responsible for the direction,
supervision and performance of the audit of the consolidated financial statements and for the opinion expressed on these
consolidated financial statements.

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FINANCIAL STATEMENTS AND RELATED NOTES
Statutory Auditors’ report on the consolidated financial statements

Report to the Audit Committee
We submit a report to the Audit Committee which includes in particular a description of the scope of the audit and the audit program
implemented, as well as the results of our audit. We also report, if any, significant deficiencies in internal control regarding theaccounting and financial reporting procedures that we have identified.
Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of mostsignificance in the audit of the consolidated financial statements of the current period and which are therefore the key audit matters,that we are required to describe in this report.
We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) No. 537/2014, confirming
our independence within the meaning of the rules applicable in France such as they are set in particular by Articles L. 821-67 to
L. 821-34 of the French Commercial Code and in the French Code of Ethics for Statutory Auditors. Where appropriate, we discusswith the Audit Committee the risks that may reasonably be thought to bear on our independence, and the related safeguards.

Levallois-Perret and Paris La Défense, April 2nd 2024
The Statutory Auditors
Crowe HAF
Member of Crowe Global
David KHAROUBI220

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FINANCIAL STATEMENTS AND RELATED NOTES
Individual financial statements and notes

6.3

INDIVIDUAL FINANCIAL STATEMENTS AND NOTES

6.3.1

Annual financial statements

6.3.1.1

Balance sheet

ASSETS
12/31/2023

12/31/2022

Grossamounts

Amortization &depreciation/
Provisions

Net amounts

Net amounts

3

—

3

3

Other intangible assets

122,262

80,03042,23240,515

Advance payments
Total intangible assets

301
122,566—
80,030301
42,536

301
40,819

1,554

—

1,554

1,554

Buildings

114,098

76,482

37,616

39,791

Machinery and equipment

195,316

141,578

53,73853,660

Other tangible assets

16,527

13,573

2,954

3,176

Fixed assets under construction

28,01721

27,99628,531

Advance payments
Total tangible assets

2

243
355,755—
231,653

243
124,101

187
126,900

Controlled entities

3355,833

129,105

226,728

231,308

—

—

4/6

9,247

—

9,247

12,0906145
365,224—
129,105145
236,120141
243,539

843,545

440,788402,757

411,257

121,166

7,300

113,866

98,292

1,642

—

1,642

793

Note

(in € thousands)

Patents, trademarks, and similar rights

1

Land

Receivables from controlled entities
Loans
Other financial assets
Total financial assets
TOTAL CAPITAL ASSETSInventories

5

Advance payments
Trade receivables

6

115,843

106

115,737

77,931Other operating receivables
Total operating receivables

6

204,282
321,767

19,347
19,453

184,935
302,313

148,605
227,329

Short-term investments and cash and cash equivalents
TOTAL CURRENT ASSETS

7

25,865
468,798—
26,75325,865442,043

18,244340,078

Prepaid expenses

6

1,818

—

1,818

1,363

—

—

—

—

14,423
1,328,583—
467,542

14,423861,0428,826
765,311

Expenses to be spread over several years
Translation adjustments
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FINANCIAL STATEMENTS AND RELATED NOTES
Individual financial statements and notes

EQUITY & LIABILITIES
December 31,
2023

December 31,
2022

Share capital

12,641

12,641

Share premiums

12,363

12,228Note(in € thousands)

Statutory reserve

1,264

1,264

Other reserves

52,01552,015Retained earnings
Fiscal year result

27,133
18,586

110,851(77,407)

Net position

124,003

111,592

Special tax-allowance reserves
TOTAL SHAREHOLDERS’ EQUITY

9859,284
183,287

61,604
173,197

Provisions for liabilities and charges

10

41,03034,547

Contingent advances
Other equity

11

10,082
10,082

10,082
10,082353,111275,218

Loans and liabilities with credit institutions other than current banking facilities
Current banking facilities and credit balances

103

36

Other miscellaneous borrowings and financial debt
Total financial debt

302
353,516

512
275,766

Trade payables

90,77390,229Tax and social security payable

52,087

41,682

Amounts payable on fixed assets
Other creditors
Total operating and miscellaneous liabilities
TOTAL LIABILITIES

12Deferred income

12Translation adjustments
TOTAL EQUITY & LIABILITIES222

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3,955

6,358

118,792
265,607

125,746
264,015

619,123539,781

443

377

7,077
861,0427,328
765,311

FINANCIAL STATEMENTS AND RELATED NOTES
Individual financial statements and notes

6.3.1.2

Income statement
Note

2023

2022

14

106,230
383,557
489,787

105,814353,599
459,412

Various products and services
Rights and royalties
Capitalized production
Provision reversals
Expense transfers
Operating subsidies
Other income
TOTAL OPERATING INCOME

44,501
6,908
2,252
13,727
1,192
198
4,100
562,665

22,7028,000
2,894
13,678
842
407
2,800
510,736

Purchases of merchandise, raw materials and other supplies held in inventory+ beginning inventories- ending inventories
Consumed during the year

(269,480)(108,716)
121,166(257,030)(249,093)(85,626)
108,716(226,003)

Purchases not held in inventory, other services, and external charges
Taxes and similar payments
Staff costs
Depreciation & amortization
Provisions
Other expenses and impairment
TOTAL OPERATING EXPENSES(115,520)(6,016)(107,947)(23,395)(7,061)(9,592)(526,561)(112,883)(5,944)(96,609)(24,327)(14,832)(10,365)(490,963)

OPERATING RESULT

36,107

19,773

Reversals of provisions and impairments and expense transfers
Interest and similar income
Foreign exchange gains
Net proceeds from sales of short-term investments
TOTAL FINANCIAL INCOME

8,270
43,287587
53
52,197

4,716
30,777
3,868—
39,361

Depreciation, amortization, impairment, and provisions
Interest and similar expenses
Foreign exchange losses
Net expenses on disposals of short-term investments
TOTAL FINANCE COSTS(37,695)(21,032)(656)—(59,383)(102,480)(6,039)(1,150)(138)(109,807)(in € thousands)

Products sold in France
Products sold outside France
Revenue from products

FINANCIAL RESULT

15(7,185)(70,445)CURRENT RESULT BEFORE TAXES

16

28,921(50,672)

Non-recurring income from non-capital transactions
Non-recurring income from capital transactions
Reversals of amortization, depreciation, and provisions and expense transfers
TOTAL NON-RECURRING INCOME

260
(100)
9,908
10,067254
26
10,412
10,692

Expenses on non-capital transactions
Expenses on capital transactions
Depreciation, amortization, and provisions
TOTAL NON-RECURRING EXPENSES(1,395)(1,777)(12,422)(15,594)(2,816)(804)(30,592)(34,212)NON-RECURRING RESULT

17(5,527)(23,520)

Employee profit sharing
Income tax
FISCAL YEAR RESULT

18

(710)
(4,099)18,586(527)(2,687)(77,407)

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6.3.2

FINANCIAL STATEMENTS AND RELATED NOTES
Individual financial statements and notes

Notes to the annual financial statements

The figures presented in these notes are expressed in thousands of euros, unless otherwise indicated.

Sale of the Swedish subsidiary

Introduction
The balance sheet is drawn up before appropriation of
earnings. Therefore, the dividends proposed at the General
Meeting do not appear in liabilities.

Significant events
Marketing Authorization obtained for Elucirem™
in the European Union
On December 11, 2023, the European Commission approved
the marketing of Elucirem™ in the European Union.
Elucirem™ was approved by the FDA in the United States in
September 2022. The commercial launch took place in March
2023, less than six months after the Marketing Authorization by
FDA was obtained.

Development of the strategy
In line with the shift in its strategy to leverage key assets,
Guerbet also announced on January 16, 2023, its intention todivest its microcatheter activities historically housed within
Accurate Medical Therapeutics. Guerbet also plans to sell the
Occlugel technology acquired in 2018, comprising several
lines of microspheres for embolization uses.
The impacts of this decision were reflected in the financial
statements at December 31, 2022, and remain unchanged at
December 31, 2023 (as the sale had not yet been completed
for reasons beyond our control).

Gradual exit from the Turkish market

Refinancing of debt
In July 2023, Guerbet signed an agreement to refinance its debt
backed by a new five-year variable-rate credit agreement,
replacing the one expiring in March 2024. The amount of thisagreement is €350 million, including an undrawn €100 million
revolving credit facility.
In addition, in order to support its development and diversify its
sources of financing, Guerbet announced in July 2023 thesigning of agreements for the issue of €50 million in Euro PP
bonds over a period of six-and-a-half years and the issue of€50 million in Relance bonds over eight years.

Acquisition of Intrasense
On January 11, 2023, Guerbet announced that it had
acquired a 39% stake in Intrasense, a specialist in medical
imaging software solutions, for €8.8 million and at an issue
price of €0.44 per share, representing a 34.15% premium
over Intrasense’s last share price.
Following this acquisition and in the context of the takeover bid
that closed on June 5, 2023, Guerbet holds 56.46% of thecapital and at least 56.10% of the voting rights of Intrasense.
The earn-out paid to Intrasense was €4.1 million.

224

The Swedish subsidiary, which had been inactive for several
years, was sold in November 2023.

GUERBETIn late 2022, Guerbet Group decided to terminate its
operations in Türkiye because of the complexity of the market
and the country’s economic situation. The liquidation of thesubsidiary is in progress and is expected to be finalized in thefirst half of 2024.
The company’s shares have been 100% impaired since
December 31, 2022.

Tax audit
Guerbet underwent a tax audit for the years 2018 to 2021.
All the adjustment notices have been received.
The impact of the tax audit on Guerbet’s financial statements at
December 31, 2023, was €13.7 million (a tax debt of€11.6 million and a provision for liabilities and charges of€2.1 million). In 2022, this amount was divided between tax
debt (€7.7 million) and provisions for liabilities and charges(€6 million).

Russo-Ukrainian conflict
Intrasense has interests in the areas affected by the crisis in
Ukraine (particularly Russia and Belarus). Guerbet has therefore
been more exposed since acquiring its stake in Intrasense, but
the company believes that the impact on its operations andfinancial performance will be very limited overall.

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Individual financial statements and notes

Accounting policies• the technical feasibility necessary to complete the intangible
asset for commissioning or sale;

The financial statements are prepared in accordance with theaccounting rules and principles generally accepted in France inaccordance with the provisions of the French generalaccounting principles (PCG), which correspond to ANC
regulation No 2014-03, updated with all the regulations thathave subsequently amended it.

a) Estimates and judgments
When preparing its financial statements, the Company must
make estimates and assumptions which affect the book value of
items in assets and liabilities, income and expenses, and theinformation provided in certain appended notes.
Management evaluates these estimates and assessments
continually based on experience and on various other factors
judged to be reasonable, which constitute the basis for theseassessments.
Actual future results may differ significantly from these estimatesaccording to different conditions or assumptions.
The main significant estimates made by Guerbet’s Management
relate primarily to valuation of equity interests.

• the intention to complete the intangible asset and use or sell it;• the ability to use or sell the intangible asset;• how the intangible asset will generate likely future economic
benefits;• the availability of appropriate technical, financial, and otherresources to complete the development and use or sell theintangible asset; and• the ability to reliably measure the expenditures attributable tothe intangible asset during its development.
Because of the risks and uncertainties involved in regulatory
authorizations, the company considers that contrast media costs
incurred before obtaining the Marketing Authorization (MA) do
not meet the above criteria. These development costs are
therefore recorded as expenses in the year in which they are
incurred. Furthermore, costs incurred after obtaining the MA are
generally sales costs that cannot be capitalized. Under Post
Marketing Requirements (PMR) in the United States, additional
studies may be requested after an authorization is obtained. Inthat case, the costs associated with those studies meet thecriteria for recognition as fixed assets (see note 1 for details).

b) Intangible assets
Patents and Marketing Authorization (MA)Research tax credits are classified as tax deductions.

Patents are recognized at their acquisition cost. Costs relating
to patents and MA are recognized as expenses. Patents areamortized on a straight-line basis over their useful lives.

Other intangible assets mainly consist of software. This softwareis amortized over three years. With the possibility ofamortization over 12 months offered by the tax legislation forsoftware, accelerated amortization was recognized. This
represents the share of additional amortization compared withconventional amortization. This exceptional amortization over a
12-month period is no longer possible on new acquisitions
since January 1, 2017.

Other intangible assets

Trademarks
Trademarks acquired are recognized at their acquisition cost.
In accordance with PCG 212-3, expenses for filing andrenewing trademarks are recognized as expenses for the year
in which they are incurred. No amortization is applied to
trademarks.

Research and development costs
Costs incurred during the research phase are recognized as
expenses. Costs incurred during the development phase arerecognized as intangible assets only if all of the following
criteria can be demonstrated:

GUERBET

However, the SAP enterprise resource planning system must be
distinguished from other software. The Company has decided
to capitalize the internal staff costs directly associated with the
project. The software package is amortized over a 10-year
period.

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FINANCIAL STATEMENTS AND RELATED NOTES
Individual financial statements and notesc) Tangible assetsf) Inventories and work in progress

These assets are recognized at their acquisition cost.
Depreciation is calculated over their useful lifespan using thestraight-line method, which on average corresponds to thefollowing durations:

Inventories of raw materials and other supplies are measured
using the weighted average cost method. Inventories of
products in progress and finished products are measured atcost including direct and indirect production costs, excluding
administrative, financial, and sales costs. An impairment
provision is created according to inventory turnover rates, useby dates, and any quality problems.

• Buildings: 10 to 20 years;• Improvements, fittings: 10 years;• Plant, machinery and equipment: 5 to 10 years;• Other tangible assets: 3 to 15 years.

g) Trade receivables

For all acquisitions prior to December 31, 1997, and starting
again from January 1, 2002, all of the possibilities provided forby the tax legislation in terms of declining balance andexceptional depreciation are used. The declining-balancemethod is considered to be accelerated compared with straightline depreciation. Tangible assets may be subject to impairment
charges depending on how they are used by Guerbet.

Trade receivables are stated at nominal value. They are written
down, where applicable, according to the risk of non-recovery.

d) Financial assets
Equity investments are recognized at their acquisition cost. They
may be written down based on their inventory value. The
methods used to measure this inventory value are based on theshare of net assets of subsidiaries, discounted future cash flows,or a reference method. When the inventory value falls below
the net book value, an impairment loss is recorded for thedifference.
In the case of Intrasense, acquired in January 2023, a
multicriteria approach was used to value the shares at
December 31, 2023, based on the stock market price andfuture cash flows.
For Truffle Capital, the value in use corresponds to the fund’s
net asset value.
The acquisition costs of equity investments are recognizeddirectly on the income statement.
Other financial assets are listed on the balance sheet at theiracquisition cost or at their inventory value if that is lower.

e) Loans and advances granted to subsidiariesh) Short-term investments
Short-term investments are valued at their acquisition cost.
When the inventory value of these securities, determined on thebasis of their likely sale value, i.e. their liquidation value at theend of the year, is less than their acquisition cost, a provision
for impairment is set aside for the amount of the difference. No
allowance for impairment is recognized on treasury sharesintended to be allocated free of charge to employees. The
related benefit is funded in the provisions for liabilities andcharges in accordance with the French general accounting
principles (PCG).

i) Borrowings
Borrowing costs are recognized directly on the income
statement. The Company has not opted to spread out the costs.

j) Financial instruments
Premiums paid in relation to interest rate options are recognizedin the assets section of the balance sheet upon acquisition of
the option and carried over to the income statement prorata
temporis over the life of the contract. Provisions are made forany costs of interest rate fluctuations. To manage its exposure tointerest-rate and currency risk due to its industrial andcommercial activity, Guerbet S.A. uses financial instruments thatare listed on organized markets. The Company’s policy is tonever trade on markets for speculative purposes.

Loans and advances granted to subsidiaries are recorded atnominal value and impaired based on the risk of recoverability.

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FINANCIAL STATEMENTS AND RELATED NOTES
Individual financial statements and notesk) Foreign currency translationn) Retirement benefit obligations

Guerbet S.A. centralizes management of currency risk for its
French subsidiaries. Debts and receivables listed in currencies
outside of the euro zone are converted at the rates prevailing at
December 31. Unrealized foreign exchange gains or losses
arising from this are booked on the balance sheet as translation
adjustments. Guerbet S.A. hedges its currency risks with forex
futures or options. Any provisions for foreign exchange loss takethese hedges into account. Income from currency option trading
is recognized at the option strike date to the extent that theoptions hedge commercial operations after the end of the year.
The premium paid is recognized as an asset on the balance
sheet until the option expires.

Retirement benefit obligations are recognized in provisions forliabilities. For defined-benefit pension plans, the cost of benefits
is estimated using the projected unit credit method. This consistsof basing the calculation on the compensation that will be paid
to employees as of their likely retirement date, taking into
account age structure, employee turnover rate and survival rateusing official tables by age group. The amounts obtained arerevalued according to inflation and promotion scenarios andthen discounted to take into account the date on which thesebenefits will actually be paid. When the calculation
assumptions are revised, the resulting actuarial gains and losses
are fully carried over into the result. These valuations are madeonce a year, for all pension plans. The method used for the
allocation of benefit entitlements is on a straight-line basis fromthe date on which each year of service counts toward thevesting of the benefit entitlements.

Since January 1, 2017, the date of application of ANC
Regulation 2015-05, a distinction is made between commercial
transactions and financial transactions in foreign currencies.
The exchange loss on commercial transactions is presented inoperating income under purchases not held in inventory, otherservices, and external charges, while the exchange gain ispresented in other income.

o) Revenue
Revenue is recognized when there is a transfer to the purchaserof the benefits and risks relating to ownership of the goods.

l) Special tax-allowance reservesp) Operating subsidies

According to statutory requirements, special tax-allowance
reserves include provisions for accelerated depreciation.

Guerbet S.A. recognizes a subsidy in its individual financial
statements as accrued income upon obtaining approval fromthe funding agency.

Accelerated depreciation and amortization are calculated
according to the methods detailed in b) and in c) for intangible
and tangible assets.

m) Provisions for liabilities and charges
Provisions for liabilities and charges recognized correspond to
liabilities meeting the following criteria:• the amount or the maturity date is not set precisely;• the economic impact is negative for the Company. Thismeans that this liability is analyzed as an obligation of theCompany to a third party, which will probably or certainly
lead to an outflow of resources to said third party, with nocompensation at least equivalent expected in return.

GUERBETq) Allocation of free shares
As indicated in the PCG, expenses relating to free shareallocations are presented in costs through an expense transfer
account. As indicated in the PCG, the provision recognized ateach close changes based on, among other things, the likely
cost of purchase, the number of shares to be allocated basedon employee turnover, and changes in the value of the shareand the services rendered. The applied employee turnover rateis 2.06%. This provision is recognized on a straight-line basis
over the vesting period for free share allocations to employeesof Guerbet S.A.
Expenses relating to free share allocations to employees who
are members of Guerbet Group but are not part of Guerbet
S.A. are not recognized on a straight-line basis and arecharged back to the subsidiaries.

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FINANCIAL STATEMENTS AND RELATED NOTES
Individual financial statements and notes

INDEX OF NOTES

228

NOTE 1Intangible assets ........................................................................................................

229

NOTE 2

Tangible assets ..........................................................................................................

229

NOTE 3

Investments .................................................................................................................

230

NOTE 4Loans ...........................................................................................................................

230

NOTE 5Inventories ..................................................................................................................

230

NOTE 6

Receivables by due date ..........................................................................................

231

NOTE 7

Short-term investments and cash and cash equivalents ........................................

231

NOTE 8

Shareholders’ equity .................................................................................................

231

NOTE 9Special tax-allowance reserves ...............................................................................

232

NOTE 10 Provisions for liabilities and charges ......................................................................

232

NOTE 11 Contingent advances ................................................................................................

233

NOTE 12 Payables by due date ...............................................................................................

233

NOTE 13 Accrued income and expenses ...............................................................................

234

NOTE 14 Revenue ......................................................................................................................

234

NOTE 15 Staff costs ...................................................................................................................

235

NOTE 16 Financial result ...........................................................................................................

235

NOTE 17 Non-recurring result ..................................................................................................

235

NOTE 18 Income tax ..................................................................................................................

235

NOTE 19 Deferred tax position ................................................................................................

236

NOTE 20 Impact of the application of tax statutes on the fiscal year result .......................

236

NOTE 21 Related companies ....................................................................................................

237

NOTE 22 Bonus share allocation plan.....................................................................................

237

NOTE 23 Items that could generate market risk .....................................................................

238

NOTE 24 Compensation allocated to corporate officers ......................................................

238

NOTE 25 Average workforce during the year........................................................................

238

NOTE 26 Off-balance sheet commitments ...............................................................................

239

NOTE 27 Other information ......................................................................................................

240

NOTE 28 Post-closing events .....................................................................................................

240

NOTE 29 Subsidiaries and controlled entities ........................................................................

240

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Individual financial statements and notes

NOTE 1Intangible assets
December 31,
2022

2023
(a)
increases2023(b)decreases

December 31,
2023

3

—

—

3

Other intangible assets

77,936

5,383(2,298)81,021

Fixed assets under construction

35,806

5,434—

41,240

Advance payments
Gross values

301
114,046—
10,817—(2,298)301
122,565

Depreciation & amortization(49,330)(8,808)2,005(56,133)(23,897)
40,819

—
2,009

—
(293)

(23,897)
42,535

Concessions, patents, and similar rights(c)

Impairments
NET VALUES(a) The increases in intangible assets include €8.7 million in IT investments (mainly SAP) and €1.6 million in capitalized R&D project costs.
(b) The decreases in intangible assets are related to the disposal of licenses, software, and IT developments.
(c) The €23.9 million in impairment losses in 2022 related to the IBM Watson and Occlugel assets. They were recorded following the termination of the partnership byMerative (formerly IBM Watson) in October 2022 and the strategic refocusing as announced in January 2023.

Capitalization of preclinical and clinical studies requiredby the US Food and Drug Administration
In December 2017, Guerbet LLC received a request from the
FDA (Food and Drug Administration) to conduct two preclinicalstudies and a clinical study for Dotarem®, a product also
marketed in the United States, for which approval was
obtained in 2013.
In November 2022, Guerbet LLC received a second requestfrom the FDA referencing the MA obtained for Elucirem™ in
September 2022. As was the case for Dotarem®, the FDA
asked Guerbet to conduct two preclinical studies and a clinicalstudy.
These studies are part of the Post Marketing Requirements (PMR)
governed by section 505(o) of the FDCA (Federal Food, Drug,

NOTE 2and Cosmetic Act). They are mandatory, but the result does notcall into question the sale of the products in the US market.
According to the FDA, “the results from completed studies
provide additional information that can lead to safety labelingchanges, support expanded use of a drug, or alleviate
concerns about a potential drug risk.”
Under Group rules, the costs relating to preclinical and clinicalstudies incurred after an authorization is obtained meet thecriteria for recognition as capital assets.
At December 31, 2023, €2.2 million was capitalized forpreclinical studies and €3.9 million for the clinical study for the
PMR for Dotarem® and Elucirem™.

Tangible assets
December 31,
2022

2023
(a)
increases2023(b)decreases

December 31,
2023

1,554

—

—

1,554

Buildings

111,341

2,851

(95)

114,097

Plant, machinery, and equipment

186,676

8,826

(186)

195,316

Other tangible assets

18,056807(2,335)

16,528Fixed assets under construction

28,552—(535)

28,017

Advance payments
Gross values

187
346,367—
12,48456(3,095)

243
355,755

Depreciation & amortization(219,446)(14,587)

2,401(231,632)

Impairments
NET VALUES(21)
126,900—(2,103)

—
(694)

(21)
124,102Land(a) The €12.5 million increase in the gross value of tangible assets in 2023 was mainly due to investments for the production plants (€6 million for the Lanester plantand €6 million for the Aulnay-sous-Bois plant).
(b) The decreases in tangible assets relate to inventories carried out at the Aulnay-sous-Bois, Lanester, and Villepinte plants.

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FINANCIAL STATEMENTS AND RELATED NOTES
Individual financial statements and notes

NOTE 3

Investments(a)Gross value of equity investments at December 31(b)

Impairment of equity investments
NET VALUE OF EQUITY INVESTMENTS AT DECEMBER 31

December 31,
2022

2023
increases

2023
decreases

December 31,
2023

340,045

16,932(1,145)355,833(108,737)
231,308(21,634)(4,702)

1,266
121(129,105)
226,728(a) The change in “Increases” is mainly due to the €13 million acquisition of a stake in Intrasense.
(b) Additional write-downs on investments in associates mainly concerned the subsidiary Guerbet Ireland (€17 million).

These amounts correspond to investments held as at December 31. Detailed financial information for each subsidiary and othercontrolled entities is provided in note 29, “Subsidiaries and controlled entities.” Allocations and reversals for impairment of equity
investments are recognized in financial income.

NOTE 4

Loans
2023

2022

Loans to staff

15

19

(a)

9,232

12,071

2023

2022

Gross amount

29,22023,502

Impairments
Net amount(16)
29,204(17)
23,485

Other loans(a) Including a €7.8 million loan to Guerbet Asia Pacific and a $0.7 million loan to Imaging Solutions Korea.

NOTE 5Inventories

Raw materials and supplies

Intermediate and finished products
Gross amount62,78562,057

Impairments
Net amount(6,971)55,814(10,162)
51,896Gross amount

29,161

23,157

Impairments
Net amount(313)
28,848(246)
22,912TOTAL NET AMOUNT

113,866

98,292

Goods

Gross inventories increased overall because of two main factors: higher prices for our materials, especially iodine, and an increase in our materials in anticipation of the
production plan for the first half of 2024, which will be very busy because of the change of business model in France (multi-use). At the same time, impairments between
2022 and 2023 decreased as a result of the inventory clearance policy stepped up at the end of 2023.

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NOTE 6

Receivables by due date
2023
Gross amounts

Receivables from controlled entities

2022

Up to 1 year More than 1 year

—

—

—

—

9,247

498

8,749

12,090

Other financial assets

145

—

145

141

Bad or doubtful debts

1

1

—

1

115,842

115,842—

78,043

3

3

—

—

Loans

(a)

Other trade receivables
Staff

Social security and related liabilities

116

116

—

114

State: income tax(b)19,545

7,118

12,42723,996

State: value-added tax

6,807

6,807

—

6,383

State: miscellaneous receivables

198

198

—

361

Group and associates

164,623

164,623—

119,678

Miscellaneous debtors

12,087

12,087—

13,534

Prepaid expenses
TOTAL

1,818
332,083

1,818
310,762—
21,321

1,363
255,703(a) Including an increase in receivables from foreign customers of €7.8 million and Group customers of €29.5 million.
(b) Including the research tax credit (CIR) for a total of €13.3 million (€896 K in 2020, €4.8 million in 2021, €3.9 million in 2022, and €3.8 million in 2023).

NOTE 7

Short-term investments and cash and cash equivalents

Short-term investments and cash and cash equivalents consist of
63,222 treasury shares with a nominal value of €1
representing a total gross value of €1,065 K, 11 financial
investments in SICAV shares with a value of €260 K, and cash
and cash equivalents for €24.5 million.
Part of the treasury shares is intended for the allocation of freeshares, and the other part relates to the liquidity contract
established in March 2022 with Exane BNP Paribas. The aimof this contract is to promote the liquidity of transactions andNOTE 8regular trading in the shares and to avoid price differences thatare not justified by market trends. At the start, Guerbet S.A.
allocated €600 K in cash for implementation of the contract.
In 2023, Guerbet S.A. bought back 50,000 shares on themarket for the purpose of distributing free shares. Under theliquidity contract, 13,219 shares were acquired during the
fiscal year and will be recorded in the liquidity account at
December 31, 2023.

Shareholders’ equity

Beginning shareholders’ equity
Distributed dividends

2023

2022

173,197

264,535(6,321)(10,745)

Dividends carried forward (related to treasury shares)

9

13

Increase in share capital and additional paid-in capital

135—

Fiscal year result

18,586(77,407)

Special tax-allowance reserves
ENDING SHAREHOLDERS’ EQUITY(2,321)
183,286(3,199)173,1972023

Number of shares at the beginning of the year

12,641,115

Creation of shares through exercise of stock options
ENDING NUMBER OF SHARES—
12,641,115

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Individual financial statements and notes

NOTE 9Special tax-allowance reserves

Provisions for accelerated depreciation
TOTAL

December 31,
2022

2023
allowances2023
reversals

December 31,
2023

61,60461,604

7,576
7,576

9,897
9,897

59,28359,283

NOTE 10 Provisions for liabilities and charges

Retirement benefits (operating)(a)(b)

December 31,
2022

2023
allowances

2023 reversals(provisionused/reclassified)

15,292

1,205(1,891)2023 reversals(provision not
used)

December 31,
2023—

14,606

Operating currency risk

1,822

2,838

(1,822)

2,838

Financial currency risk(b)7,004

11,585(7,004)

11,585

Other (operating)(c)

2,090

1,856

(1,767)

(1)

2,178

Other (financial)(d)

8,339

592

(3,553)

(400)

4,978

34,547

4,846
22,922(7,211)(9,227)

4,846
41,030(e)

Other (extraordinary)
TOTAL(a) Retirement benefits:
The Company has no obligations in terms of pensions, supplemental pensions, or similar benefits with the exception of a supplemental pensions obligation to its
officers. The calculation of the retirement benefits provision assumes that all retirements will be voluntary. The retirement benefits provision did not cover corporate
officers at December 31, 2023.
The main actuarial assumptions applied to assess the retirement benefits provision are as follows:
Discount rate:
The discount rate used at December 31, 2023, is 3.5%.
Turnover rate:
The employee turnover rate is established from statistics and according to analysis factors such as the employee’s status and age, where relevant.
Wage growth rate:
The wage growth rate used to calculate the liability at December 31, 2023, is 2.9%.
Social security charge rate:
The social security rate used at December 31, 2023, was 48.40%.
Mortality rate:
The tables used for mainland France are TH 00-02 and TF 00-02 (adjusted).
Inflation rate:
The inflation rate used at December 31, 2023, was 2%.
(b) Currency risk:
In accordance with regulation 2015-05, the provision for foreign exchange loss distinguishes between commercial transactions and financial transactions in foreign
currencies.
Commercial transactions: €2.8 million.
Financial transactions: €11.6 million.
(c) Other (operating): including the €1.5 million provision for free shares allocated to employees and the €157 K provision for commercial disputes.
(d) Other (financial): including a €2 million supplementary tax assessment provision and a €2.3 million OSEO contract provision.
(e) Other (extraordinary): including a €4.8 million restructuring provision.

Contingent liabilities
In the absence of sufficient evidence of having reached the thresholds for triggering the payment of a potential additional bonus of€10.5 million after 2030 as provided for in the amendment to the OSEO contract (see details in note 11 below), this bonus isconsidered a contingent liability.

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NOTE 11 Contingent advances
In December 2008, the request for aid for the French-German“Iseult” research project, filed with OSEO, was approved by
the European Commission. Financing was obtained for the
incurred expenses, including 39% in the form of repayableadvances and 61% in the form of grants.
An amendment to the contract was signed in June 2020 torevise the conditions for reaching the final milestones and thepayment of the associated aid, but also to modify the terms on
financial returns in the event that a product resulting from the
project is released on the market.

At December 31, 2023, €10 million in repayable advances
received from 2008 to 2020 with respect to this aid
agreement are recorded on the balance sheet under“Contingent advances.” In addition, a provision for expenses
for the repayment premium of €8 million provided for in thecontract has been set up on a straight-line basis since 2021(€1.1 million per year).

NOTE 12 Payables by due date2023

Current banking facilities and credit balances
Loans and liabilities with credit institutions other thancurrent banking facilities(a)
(b)

2022

Gross
amount1 yearat most1 to
5 years

103

103

253,1113,111

250,000

More than
5 yearsGrossamount—36
275,218

Borrowings and other financial liabilities

100,302287—

100,015512

Trade payables

90,77390,773——90,229Staff and related accounts(c)25,54825,548—Social security and related liabilities

7,982

7,982

—

—

7,295

(d)

5,022

5,022

—

—

10,689

—

—

—

—

1

12,631

12,631

—

—

3,428

State: income tax
State: VAT

State: other taxes and similar payments

20,268Amounts payable on fixed assets

3,955

3,955

Group and associates

88,102

88,102——

101,999

Other creditors

30,69030,690——23,747

Deferred income
TOTAL

443
618,662443
268,647—
250,000—
100,015377
540,158

(a)
(b)
(c)
(d)

6,358

Including €250 million to refinance debt through syndicated credit facilities with banks.
Including €100 million to refinance debt with recovery bonds and a private placement note.
This change is mainly due to the increase in profit sharing and bonuses.
This change was due to the €4.9 million reversal of the tax adjustment.

Borrowings include a clause providing for a maximum value of the “Net financial debt/restated EBITDA(1)” ratio, which varies fromyear to year.
The maximum value of the ratio is 4.0. The ratio was 3.27 on December 31, 2023.

(1)

Restated EBITDA = Operating income + net depreciation, amortization, impairment, and provisions after restructuring costs.

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Individual financial statements and notes

NOTE 13 Accrued income and expenses
2023

2022

Accrued income
Receivables from controlled entities——

Trade receivables

26,342

24,035

Other receivables(a)

9,121

3,983

Banks and financial institutions
TOTAL—
35,463—28,018

Accrued expenses
Borrowings and financial liabilities(b)

3,111

218

Trade payables

55,91556,679Debt on fixed assets—(c)

Tax and social security payable

38,584

21,167

Other creditors(d)30,51022,928

Accrued overdraft interest
TOTAL

103
128,223

36
101,028

2023

2022

France and overseas departments and territories

116,280

105,814Europe excluding France
Europe including France

132,549
248,829

131,655
237,469

Asia

103,535

101,152

Latin America

27,52828,721

North America

85,163

66,412Other countries
TOTAL

24,734
489,787

25,658459,412

(a)
(b)
(c)
(d)

Mainly due to credit notes receivable relating to transfer pricing adjustments for a total of €9 million.
The increase was associated with the rates of the new financing finalized in July 2023.
Including €11.6 million in tax arrears for 2018 to 2021.
Mainly due to credit notes to be issued relating to transfer pricing adjustments for a total of €30 million.

NOTE 14 Revenue
Revenue by geographic region

Revenue by product range

234

2023

2022

X-ray

237,384

246,934MRI
TOTAL DIAGNOSTIC IMAGING

189,553
426,937

152,953
399,886

INTERVENTIONAL IMAGING

62,851

59,526

TOTAL

489,787

459,412GUERBET

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FINANCIAL STATEMENTS AND RELATED NOTES
Individual financial statements and notes

NOTE 15 Staff costs
2023

2022

Salaries and wages

70,440(64,216)

Social security charges
TOTAL

37,507
107,947(32,394)(96,609)

NOTE 16 Financial result
2023

2022

Dividends(a)29,31027,897

Net interest(b)(6,451)(3,159)

(68)

2,719

(20,368)(78,384)(9,609)(7,186)(19,518)(70,445)

Foreign exchange result(c)

Net provision for equity investments
(d)

Other
TOTAL
(a)
(b)
(c)
(d)

Including dividends received from Guerbet Ireland for €10 million and Guerbet France for €5 million.
Including interest on borrowed funds of €16 million, net interest on current accounts of €2.7 million, and interest on swaps of €7 million.
This change is mainly due to the transfer of €17.4 million to the provision for Guerbet Ireland securities.
Including €7 million in reversals, €11.6 million in transfers to provisions for liabilities and charges, and current account impairment of €3.9 million.

In accordance with ANC Regulation 2015-05, the foreign exchange result of commercial transactions is presented in operating
income under “Other expenses” for €5 million and “Other income” for €4 million in 2023.

NOTE 17 Non-recurring result
2023

2022

Net expense on special tax-allowance reserves(2,514)(20,180)

Net book value on disposals of fixed assets(a)(1,767)(265)

Expenses on free shares

(11)

(539)

Proceeds from disposals of fixed assets

(100)

26

(1,134)(5,526)(2,561)(23,520)

(b)

Other
TOTAL

(a) Including €1.3 million net book value related to the liquidation of Guerbet Sweden AB.
(b) Including €0.8 million in additional tax assessments.

NOTE 18 Income tax
The Group has opted for tax consolidation since 1988. The
following companies have historically been included in the tax
consolidation scope: Guerbet S.A. (parent company and headof the tax consolidation group) and Simafex. Starting in the2014 fiscal year, Medex and Guerbet France entered thescope of tax consolidation. In accounting terms, tax expenses
are borne by the consolidated companies (subsidiaries andparent company) as they would be without tax consolidation.
Loss-related income from taxes is kept by the parent company.
Savings made by the tax consolidation group that are notlinked to losses (corrections related to certain intra-group

GUERBETtransactions) are kept by the parent company and recognized
as income. Tax credits for research, apprenticeships, family
benefits, and employment competitiveness are reallocated tothe companies that generated them. Tax savings resulting fromtax losses of subsidiaries will be reallocated to them andapplied against future taxable profits. The overall taxable
income at the normal rate for the tax consolidation groupcomes to €19.5 million for 2023. The tax expense for the tax
consolidation group was €5.1 million after deducting tax
credits, including the 2023 research tax credit of €3.8 million.

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FINANCIAL STATEMENTS AND RELATED NOTES
Individual financial statements and notes

The tax expense or income appearing on the income statement breaks down as follows:
2023

2022

Group tax income (or expense)(1,128)(991)

Tax expense from consolidated subsidiaries

1,724

1,946

Tax savings reallocated to consolidated subsidiaries(759)(1,404)(3,936)(4,099)(2,239)(2,687)

2023

2022

(5,251)(2,116)

944

(667)

209
(4,099)96(2,687)

Other tax expenses(a)TAX INCOME (OR EXPENSE) FOR THE GROUP PARENT COMPANY(a) Including €3.9 million in tax adjustments.

Tax income (or expense) for the Group parent company breaks down as follows:

Corporate tax on current result
Corporate tax on non-recurring result
Other tax expenses
TAX INCOME (OR EXPENSE) FOR THE GROUP PARENT COMPANY

Non-deductible expenses referred to in article 39-4 of the French General Tax
Code

For the 2023 fiscal year, Guerbet S.A.’s expenses of this type pertain to the depreciation of passenger cars for €230 K.

NOTE 19 Deferred tax position
Guerbet S.A.’s deferred tax position was calculated on the basisof tax consolidation starting in the 1988 fiscal year. As a result,prepaid taxes resulting from the time lag between the recognitionof certain income and expenses and their incorporation into

taxable income and taxes payable on equity items (special taxallowance reserves) were determined for all tax-consolidated
companies.
2023

2022

Net deferred taxes from temporary differences (prepaid taxes)

14,423

14,604

Deferred taxes on shareholders’ equity (taxes due)

18,31818,756

These deferred taxes were calculated at forecast future rates based on the 2023 Finance Act, increased by the social contribution.

NOTE 20 Impact of the application of tax statutes
on the fiscal year result
In order to take advantage of certain tax provisions, the Company must recognize some entries on the income statement (nonrecurring income) that do not have the status of accounting income or expenses.

236

2023

2022

Pre-tax result
Net allowance or reversal of special tax-allowance reserves and accelerated amortizationand depreciation

22,685(74,719)(2,321)(3,199)Adjusted pre-tax result

25,005(71,520)

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FINANCIAL STATEMENTS AND RELATED NOTES
Individual financial statements and notes

NOTE 21 Related companies
All significant transactions with related parties and liable to come within the scope of article R. 123-198 of the French Commercial
Code relate to wholly owned subsidiaries.
Transactions are entered into with related parties under normal market conditions.

Write-offs granted to related companies and implemented
during the 2023 fiscal year
N/A.

NOTE 22 Bonus share allocation plan
On March 21, 2021, the Board of Directors approved afourth free share allocation plan for certain employees andexecutives of Guerbet and its French and foreign subsidiaries.
On September 21, 2022, the Board of Directors approved a
new free share allocation plan (Plan 5).

The main assumptions applied for the free share plans in effectat December 31, 2023, are as follows:

Plan 4

Plan 5

Plan 6

Grant date

May 01, 2021

September 22, 2022

July 01, 2023

Acquisition date

May 01, 2024

September 22, 2025

July 01, 2026

Vesting period

3 years

3 years

3 years

Price on grant date

33.70

17.50

17.00

Anticipated dividend rate

1.28%

2%

2.3%

Risk-free rate

(0.59%)

1.50%

2.80%

Volatility
Employee turnover rate
Probability of fulfilling the performance conditions

37%

37%

36%

2.06%

2.06%

2.06%

Based onMonte Carlo model

Based onMonte Carlo model

Based onMonte Carlo model

There are 11,888 free shares still to be allocated under Plan 4. Regarding Plan 5, 84,205 shares were allocated. A new plan has
been in force since July 1, 2023. In accordance with the regulations of Plan 6, performance shares can be allocated until June 30,2024. The details at December 31, 2023, are as follows:

Plan type

AGAP (plan 4)

Number of
instruments
initially granted

Number ofvestedinstruments

48,060

Number of active sharesat 12/31/2023

11,888AGAP (plan 5)

98,409Number of active sharesat 12/31/2023

84,205

AGAP (plan 6)

92,896

Number of active sharesat 12/31/2023

88,234

The total commitment since the first share allocation plan (dated
September 28, 2016) was valued using the Monte Carlomodel with the Black & Scholes formula.

GUERBET

Grant date

End of vesting
period (subject
to presence)

Vesting periodin yearsCommitment by
plan

2021

2024

3

€258 K

2022

2025

3

€1,257 K

2023

2026

3

€1,223 K

Under these plans, a €1,468 K transfer to provisions wasbooked for shares remaining to be allocated at December 31,
2023.

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Individual financial statements and notes

NOTE 23 Items that could generate market risk
Currency risk
The majority of Guerbet’s accounting currency risk relates to thefinancing of various subsidiaries in their functional currency aswell as intra-group flows mostly denominated in the functional
currency of the subsidiaries. The most significant amounts are in

USD (€90 million), JPY (€22.5 million), BRL (€16 million), andKRW (€14 million). Guerbet hedges part of its currency risk
exposure through swaps and forward instruments.

Interest rate risk
During the previous financing in March 2019, the choice wasmade to hedge tranche B of the syndicated credit facility for€225 million by establishing interest rate hedging instruments witha starting date deferred for two years, maturing in March 2024.
When we refinanced our existing debt this year, we decided tokeep these instruments and plan to put in place a new hedging
strategy starting March 2024 to take over. In November 2023,
we hedged tranche B of the new syndicated credit facility(€150 million) using various instruments, half in the form ofinterest-rate swaps and half in the form of collars (purchase ofcaps and sale of floors).

The mark-to-market value at December 31, 2023, of thederivatives traded in March 2019 was +€2.1 million, while
the mark-to-market value of those put in place in November
2023 and backing the new debt was -€2.8 million, i.e. a net
amount of -€0.7 million.
Interest rate sensitivity is calculated on the balance of unhedged
gross debt, which represents 25.3% of variable-rate debt.
Guerbet S.A.’s liabilities are denominated entirely in euros.
An increase or decrease of 100 basis points in the Euribor
would result in a change in the cost of debt of plus or minus€0.9 million year on year.

NOTE 24 Compensation allocated to corporate officers
2023

2022

876

1,172

2023

2022

Manual workers, office workers

187

193

Technicians, supervisors

414

433

456
1,057

448
1,074

Compensation allocated to corporate officers
This is compensation paid for their role as corporate officers, and for their salaried job.

NOTE 25 Average workforce during the year

Executives
TOTAL AVERAGE WORKFORCE238

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Individual financial statements and notes

NOTE 26 Off-balance sheet commitments
2023

2022

Sureties, deposits, and other commitments given to third parties on behalf of relatedcompanies(a)24,827

12,122

Sureties and deposits given to third parties and other commitments

1,706

1,500

Property and equipment leasing commitments, of which lease payments:

4,247

4,565

up to 1 year

1,549

1,596

between 1 and 5 years

2,698

2,969

—

—

—
30,780—18,187

at more than 5 years
Outstanding secured debt
TOTAL(a) The increase relative to 2022 (+$15 million) was mainly due to a first-demand guarantee with Citibank to cover all the Group’s commitments.

As part of its refinancing, Guerbet negotiated a €100 million confirmed credit line set up on July 28, 2023, with its partner banks
and fully available at December 31, 2023.

On property leases
On equipment leases
TOTAL

Lease-financing
payments
in 2023

Lease-financing
payments
in 2022

—

—

1,893
1,893

2,104
2,104

2023

2022

6,905

6,790

887

1,332

—

—

Cumulative
allowances fordepreciation

Net value

Financial items related to leased property and equipment are as follows:

Value of property and equipment
Depreciation if the assets had been acquired by the Company
Residual value of assets at the end of the contract
For 2023, the details of these lease financing assets by type break down as follows:
Allowances fordepreciation
Acquisition cost for the fiscal year

Plant, machinery, and equipment

—

—

—

—

Other tangible assets
TOTAL

6,905
6,905

887
887

2,307
2,307

4,598
4,598

As at December 31, 2023, Guerbet S.A. has a commitment to
subscribe to the Truffle Capital innovation investment fund for a
maximum of €15 million, including €14.6 million already paid.

already on the market (Post Marketing Requirements), Guerbet
S.A. signed collaboration agreements with other players in thecontrast media sector for shared funding and organization of
the studies. The financial commitments in this respect amount to€7.2 million for the 2024-2028 period.

In response to the requests from the US FDA to conduct various
regulatory preclinical and/or clinical studies for contrast media

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NOTE 27 Other information
N/A.

NOTE 28 Post-closing events
We are not aware of any major events occurring after the balance sheet date that could affect the interpretation of the financial
statements at December 31, 2023.

NOTE 29 Subsidiaries and controlled entities
Detailed information
on each subsidiaryand controlled entity(in € thousands)

Shareholders’equity excl.
capital andCapitalresultShare ofLoans
capital
Gross
Net
and
held value of value of advances
as % securities securities granted

Deposits
andsureties

Revenue
Result last
from
ended
products Dividends fiscal year

A – Securities of gross value exceeding 1% of the share capital of Guerbet S.A.
Subsidiaries
Simafex (France)

1,280

28,840

100

1,224

1,224

39,1913,500

299

Medex (France)

180

7,774

100

3,000

3,000

15,187

4,000

(471)

Intrasense (France)

2,613

8,254

56

12,88012,8803,419(3,577)

Martins & Fernandes(Portugal)

410

490

100

1,224

1,035

3,429

179

5,643

5,643

Guerbet Laboratories Ltd.
(United Kingdom)

667

5,012

579

100

SA Guerbet N.V.
(Belgium)

541

1,290

100

379

Guerbet SPA (Italy)

8,000

6,054

100

8,743

Laboratorios
Farmaceuticos Guerbet(Spain)

781

5,168

100

790

790

2,613

15,872748

Guerbet A.G.
(Switzerland)

540

3,516

100

304

304

808

33,950303

Guerbet Imaging
Switzerland AG(Switzerland)

83

912

100

13,370——(72)

Guerbet Austria
G.M.B.H. (Austria)

38

13,528

1,816

379

379

500

13,143

499

878

8,743

2,500

20,105

600

717

100

146

124

100 141,700

82,65373(12)

Guerbet Ireland Unlimited
Company (Ireland)

42,30827,272

Guerbet Czech Republics.r.o. (Czech Republic)

350

185

100

329

329

Guerbet A.S. (Türkiye)

368

126

100

4,503

—

Accurate Medical
Therapeutics Ltd. (Israel)(a)2

16,479100

38,258—

Guerbet South Africa Pty
Ltd. (South Africa)

173

1,009

100

777

777

Guerbet Korea Ltd.
(South Korea)

240

8,866

34

2,727

70

53

5,164

76,366

10,000

8,764

—

639

490

741

(408)

477

(3,829)21,259
10

4,685

276

154

(45)

1,057

(339)

5,848

(2,183)

100

8,202

8,202

30,943

Guerbet Taiwan (Taiwan)

207

3,065

100

191

191

12,383

Guerbet Japan KK (Japan)

2,111

1,592

100

1,951

—

22,64845,838(3,367)

Guerbet Mexicana(Mexico)

3,134

654

100

3,600

3,600

15

15,136

341

Guerbet Produtos
Radiologicos (Brazil)

5,643

19,862100

11,197

11,197

39,136(3,146)

Guerbet Imagem do
Brasil, Ltda. (Brazil)

9,762(5,195)

29

4,966

357

17,484(3,235)

Guerbet Chile Limitada(Chile)

672

305

100

416

416

8,829

(328)

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FINANCIAL STATEMENTS AND RELATED NOTES
Individual financial statements and notes

Detailed information
on each subsidiaryand controlled entity(in € thousands)

Shareholders’equity excl.
capital andCapitalresultGuerbet Panama S.A.
(Panama)

347

Guerbet Australia Pty Ltd.
(Australia)

(62)

100

1,045

1,834

100

1,577

1,577

—

79,786100

69,00069,000

Guerbet America LLC(United States)
Guerbet GmbH
(Germany)
Gestion Especializada
Loro (Mexico)

Share ofLoans
capital
Gross
Net
and
held value of value of advances
as % securities securities granted
1,009

182

Deposits
andsureties

1,654

Revenue
Result last
from
ended
products Dividends fiscal year
1,128

5,124

593

(146)

13,553312

15(1,203)25

10,085

100

1,629

1,629

29,5692,684(1,659)

100

2,256

858

—

(167)

14

(491)

100

1,572

—

4,352

(227)

Guerbet Colombia SAS(Columbia)

1,100

2,563

B – Securities of gross value not exceeding 1% of Guerbet’s share capital
Subsidiaries
Abarem (France)

1

100

1

—

Abalux (France)

1

100

1

—

Guerbet France (France)

2

18,877100

2

2

Guerbet Nederland B.V.
(Netherlands)

91

619

100

92

Guerbet Asia Pacific(Hong Kong)—

26,088100

NS

Guerbet Poland
SP.Z.O.O. (Poland)

12,796129,086

5,000

403

92

13,958

649

525

NS

89,465

6,018

1,069
8

307

100

70

70

Guerbet Imaging Panama
S.A. (Panama)

498(5,563)

100

NS

NS

Guerbet India (India)

90

199

100

97

97

6,975

216

58

4,043

(261)

2,723

(154)

Controlled entities
Investments in French
companies

N/A

Truffle108

108

14,625

11,268(a) Advances have been written down by €19.3 million.

Subsidiaries
General information on all subsidiaries and controlled entities

Controlled entities

FrenchForeign

FrenchForeign• gross:

17,108323,991

14,733—• net:

17,106

199,106

11,376—

Amount of loans and advances granted

8,866

74,593

—

—

9,294

—

—

12,50016,800——Book value of securities held:

Amount of deposits and sureties
Amount of dividends received

For subsidiaries outside the euro zone and capital, shareholders’ equity was converted at the closing rate, and the result wasconverted at the average rate at December 31, 2023.

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FINANCIAL STATEMENTS AND RELATED NOTES
Statutory Auditors’ report on the annual financial statements

6.4

STATUTORY AUDITORS’ REPORTON THE ANNUAL FINANCIAL STATEMENTS

Year ended December 31, 2023
This is a translation into English of the Statutory Auditors’ report on the financial statements of the Company issued in French and it isprovided solely for the convenience of English-speaking users. This Statutory Auditors’ report includes information required by
European regulation and French law, such as information about the appointment of the Statutory Auditors or verification of the
management report and other documents provided to shareholders. This report should be read in conjunction and construed inaccordance with French law and professional auditing standards applicable in France.
To the Guerbet Annual General Meeting,OpinionIn compliance with the engagement entrusted to us by your Annual General Meetings, we have audited the accompanying financial
statements of Guerbet for the year ended December 31, 2023.
In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of theCompany as of December 31, 2023 and of the results of its operations for the year then ended in accordance with Frenchaccounting principles.
The audit opinion expressed above is consistent with our report to the Audit Committee.

Basis for opinion
Audit framework
We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the "Statutory Auditors' Responsibilities for the Audit of the Financial
Statements" section of our report.

Independence
We conducted our audit engagement in compliance with independence requirements of the French Commercial Code (codede commerce) and the French Code of Ethics (code de déontologie) for Statutory Auditors for the period from January 1, 2023
to the date of our report, and specifically we did not provide any prohibited non-audit services referred to in Article 5(1) ofRegulation (EU) No 537/2014.

Justification of assessments – Key audit matters
In accordance with the requirements of Articles L. 821-53 and R. 821-180 of the French Commercial Code relating to thejustification of our assessments, we inform you of the key audit matters relating to risks of material misstatement that, in our
professional judgment, were of most significance in our audit of the financial statements of the current period, as well as how weaddressed those risks.
These matters were addressed in the context of our audit of the financial statements as a whole, and informing our opinion thereon,
and we do not provide a separate opinion on specific items of the financial statements.

242

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Statutory Auditors’ report on the annual financial statements

Valuation of equity investments and loans and advances granted to subsidiaries
Paragraphs d) and e) of the Accounting policies and methods and notes 3, 4 and 6 to the financial statements

Risk identified
Equity investments and loans and advances granted to subsidiaries are presented in the balance sheet as of December 31, 2023 fornet amounts of €227 million and €154 million, respectively, or 37% of total assets. Equity investments are recorded at cost andimpaired based on the value in use at the year-end of the entities concerned. Loans and advances granted to subsidiaries arerecorded at nominal value and impaired based on the risk of recoverability.
Management is required to exercise judgment in determining the value in use of equity investments and the recoverable amount ofloans and advances granted to subsidiaries, which represent a particularly material amount. We therefore considered the valuationof these assets to be a key audit matter.

Our response
We assessed the reasonableness of the estimated value of these assets. We verified that Management’s estimate of these values was
supported by appropriate documentation of the valuation method and amounts used.
For equity investments of a material amount or which represent a specific risk of impairment, we:• familiarized ourselves with the methods used to determine the value in use;
• for equity investments whose value in use is based on the share in net equity: reconciled the net equity amount used for impairment
testing with the audited financial statements of the relevant entity;• for equity investments whose value in use is based on discounted future cash flows: assessed the consistency of the value in use
obtained with regard to the items available to date and reconciled the portion of this value in use with the net book value of theequity investments;• for equity investments whose value in use is based on a benchmark method: assessed the consistency of the method with the
adopted value in use.
Our work also consisted in assessing the recoverability of loans and advances granted to subsidiaries with respect to the equity
investment analyses.

Specific verifications
We have also performed, in accordance with professional standards applicable in France, the specific verifications required by
French law.

Information given in the management report and in the other documents addressedto shareholders with respect to the financial position and the financial statements
We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given in
the management report of the Board of Directors and in the other documents with respect to the financial position and the financial
statements provided to the shareholders.
We attest the fair presentation and the consistency with the financial statements of the information relating to payment deadlines
mentioned in Article D. 441-6 of the French Commercial Code (code de commerce).

Report on corporate governance
We attest that the Board of Directors’ report on corporate governance contains the information required by Articles L.225-37-4,
L. 22-10-10 and L. 22-10-9 of the French Commercial Code.
Concerning the information given in accordance with the requirements of Article L. 22-10-9 of the French Commercial Code relating
to remunerations and benefits received by the directors and any other commitments made in their favor, we have verified its
consistency with the financial statements and, where applicable, with the information obtained by your Company from controlled
enterprises included in the scope of consolidation. Based on this work, we attest the accuracy and fair presentation of this information.
Concerning the information relating to items your Company considers likely to have an impact in the event of a public tender offer or
public exchange offer, provided pursuant to Article L. 22-10-11 of the French Commercial Code, we have verified its compliancewith the source documents communicated to us. Based on these procedures, we have no matters to report on this information.

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Statutory Auditors’ report on the annual financial statements

Other information
In accordance with the law, we have ensured that the various information relating to the acquisition of holdings and control and to
the identity of the holders of the capital or voting rights have been communicated to you in the management report.

Other Legal and Regulatory Verifications or Information
Format of presentation of the financial statements intended to be included in the annual financial report
We also verified, in accordance with professional standards for statutory audit procedures to be carried out on parent company andconsolidated financial statements presented in the single electronic reporting format, that the presentation of the financial statements to
be included in the annual financial report referred to in section I of Article L. 451-1-2 of the French Monetary and Financial Code,prepared under the responsibility of the Chief Executive Officer, complies with the format specified in Commission DelegatedRegulation (EU) 2019/815 of December 17, 2018.
Based on our work, we conclude that the presentation of the financial statements to be included in the annual financial reportcomplies, in all material aspects, with the single electronic reporting format.
However, it is not our responsibility to verify that the financial statements ultimately included by your Company in the annual financial
report filed with the AMF correspond to those on which we performed our work.

Appointment of the Statutory Auditors
We were appointed as Statutory Auditors of Guerbet by the Annual General Meeting of May 23, 2008 for Crowe HAF and
May 26, 2023 for Mazars.
As of December 31, 2023, Crowe HAF and Mazars were in the 16th year and 1st year of total uninterrupted engagement, respectively.

Responsibilities of Management and Those Charged with Governancefor the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with Frenchaccounting principles, and for such internal control as management determines is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it is expected toliquidate the Company or to cease operations.
The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risk
management systems and where applicable, its internal audit, regarding the accounting and financial reporting procedures.
The financial statements have been approved by the Board of Directors.

Statutory Auditors’ Responsibilities for the Audit of the Financial Statements
Objective and audit approach
Our role is to issue a report on the financial statements. Our objective is to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance but is not a guaranteethat an audit conducted in accordance with professional standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
As specified in Article L. 821-55 of the French Commercial Code, our statutory audit does not include assurance on the viability of
the Company or the quality of management of the affairs of the Company.

244

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FINANCIAL STATEMENTS AND RELATED NOTES
Statutory Auditors’ report on the annual financial statements

As part of an audit conducted in accordance with professional standards applicable in France, the Statutory Auditor exercises
professional judgment throughout the audit and furthermore:• identifies and assesses the risks of material misstatement of the financial statements, whether due to fraud or error, designs andperforms audit procedures responsive to those risks, and obtains audit evidence considered to be sufficient and appropriate toprovide a basis for his opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;• obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control;• assesses the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of his audit report.
However, future events or conditions may cause the Company to cease to continue as a going concern. If the Statutory Auditor
concludes that a material uncertainty exists, there is a requirement to draw attention in the audit report to the related disclosures in
the financial statements or, if such disclosures are not provided or inadequate, to modify the opinion expressed therein;• evaluates the overall presentation of the financial statements and assesses whether these statements represent the underlying
transactions and events in a manner that achieves fair presentation.

Report to the Audit Committee
We submit a report to the Audit Committee which includes in particular a description of the scope of the audit and the audit program
implemented, as well as the results of our audit. We also report, if any, significant deficiencies in internal control regarding theaccounting and financial reporting procedures that we have identified.
Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of mostsignificance in the audit of the financial statements of the current period and which are therefore the key audit matters that we are
required to describe in this report.
We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) No. 537/2014, confirming
our independence within the meaning of the rules applicable in France such as they are set in particular by Articles L.821-67 toL.821-34 of the French Commercial Code and in the French Code of Ethics (code de déontologie) for Statutory Auditors. Where
appropriate, we discuss with the Audit Committee the risks that may reasonably be thought to bear on our independence, and therelated safeguards.

Levallois-Perret and Paris La Défense, April 2nd 2024
The Statutory Auditors
Crowe HAF
Member of Crowe Global
David KHAROUBIGUERBET

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6.5

FINANCIAL STATEMENTS AND RELATED NOTES
Statutory Auditors’ special report on regulated agreements

STATUTORY AUDITORS’ SPECIAL REPORTON REGULATED AGREEMENTS

Annual General Meeting held to approve the financial statements for the year ended December 31, 2023
This is a free translation into English of the Statutory Auditors’ special report on regulated agreements issued in the French language
and it is provided solely for the convenience of English-speaking readers. This report on regulated agreements should be read in
conjunction and construed in accordance with French law and professional auditing standards applicable in France. It should beunderstood that the agreements reported on are only those provided by the French Commercial Code and that the report does not
apply to those related party transactions described in IAS 24 or other equivalent accounting standards.
To the Guerbet Annual General Meeting,In our capacity as Statutory Auditors of your Company, we hereby report to you on regulated agreements.
The terms of our engagement require us to communicate to you, based on information provided to us, the principal terms andconditions of those agreements brought to our attention or which we may have discovered during the course of our audit, as well as
the reasons justifying that such agreements are in the Company’s interest, without expressing an opinion on their usefulness andappropriateness or identifying such other agreements, if any. It is your responsibility, pursuant to Article R. 225-31 of the French
Commercial Code (code de commerce), to assess the interest involved in respect of the conclusion of these agreements for the
purpose of approving them.
Our role is also to provide you with the information stipulated in Article R. 225-31 of the French Commercial Code relating to theimplementation during the past year of agreements previously approved by the Annual General Meeting, if any.
We performed the procedures that we considered necessary with regard to the professional guidelines of the French National
Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) applicable to this engagement.

Agreements submitted to the approval of the Annual General Meeting
We hereby inform you that we have not been advised of any agreement authorized and entered into during the year to be submitted
to the approval of the Annual General Meeting pursuant to Article L. 225-38 of the French Commercial Code.

Agreements previously approved by the Annual General Meeting
We hereby inform you that we have not been advised of any agreement previously approved by the Annual General Meeting which
continued in effect during the year.
Levallois Perret and Paris La Défense, April 2nd, 2024
The Statutory Auditors
Crowe HAF
Member of Crowe Global
David KHAROUBI

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7.1

7.2

7.3

OTHER INFORMATIONPERSON RESPONSIBLE FOR THE
ACCURACY OF THE UNIVERSALREGISTRATION DOCUMENT

248

STATEMENT BY THE PERSONRESPONSIBLE FOR THE
ACCURACY OF THE DOCUMENT

248

PERSONS RESPONSIBLE FOR
THE AUDIT OF THE ACCOUNTS

248

7.6

GENERAL INFORMATIONABOUT THE COMPANY

250

7.6.1

Legal form and company name

250

7.6.2

Date of incorporation

250

7.6.3

Trade and Companies Register(Registre du Commerce et des Sociétés)

250

7.6.4

Fiscal year

250

7.7

ARTICLES OF ASSOCIATION(EXCERPTS)

251

7.7.1

Provisions of the articles of association
governing the operation of management
and administrative bodies

251

7.4

SHARE CAPITAL

249

7.4.1

History of the share capital

249

7.7.2

7.4.2

Securities not giving accessto the Company’s capital

Provisions of the articles of association
concerning profit distribution

252

249

7.7.3

Provisions in the articles of association
on capital

252

7.7.4

Other provisions of the articles
of association

252

7.8

CONCORDANCE TABLES

253

7.8.1

European prospectus

253

7.8.2

Annual financial report

256

7.5

PUBLIC ACCESSTO THIS DOCUMENT

249

GUERBET

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2023

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7.1

OTHER INFORMATION
Person responsible for the accuracy of the Universal Registration Document

PERSON RESPONSIBLE FOR THE ACCURACY
OF THE UNIVERSAL REGISTRATION DOCUMENTDavid Hale, Chief Executive Officer.

7.2

STATEMENT BY THE PERSON RESPONSIBLE
FOR THE ACCURACY OF THE DOCUMENT

I affirm, that the information contained in this Universal
Registration Document is, to the best of my knowledge, accurate
and has no omissions that could detract from its significance.
I affirm, to the best of my knowledge, that the statements havebeen prepared in accordance with applicable accounting
standards and give a true and fair view of the assets andliabilities, financial position, and income of the Company andof all the companies included in its consolidation scope. I affirm
that the management report, appearing on pages 93 et seq.,

7.3

presents an accurate view of developments in the business, theresults, and the financial position of the Company and of all thecompanies included in the consolidation scope and that it
describes the main risks and uncertainties that they face.
Villepinte, April 2nd, 2024
David Hale
Chief Executive Officer

PERSONS RESPONSIBLE FOR THE AUDIT OF THE ACCOUNTSPRINCIPAL STATUTORY AUDITORSFirst mandate

248

MAZARS
Represented by Mr. Bruno Pouget
61, rue Henri Regnault
92075 Paris-La Défense cedex

General Meetingof May 26, 2023

CROWE HAF
Member of the Crowe Global network
represented by Mr. David Kharoubi
16, rue Camille-Pelletan
92300 Levallois-Perret

General Meetingof May 23, 2008

GUERBET

Universal Registration Document

Last renewal

End of term

General Meetingfor the 2028 fiscal year

General Meetingof May 20, 2022

2023

General Meetingfor the 2027 fiscal year

OTHER INFORMATION
Public access to this document

7.4

SHARE CAPITAL

7.4.1

History of the share capital

All capital increases correspond to exercised stock options.
Date of Board meeting
NumberNumber of sharesconfirming the capital increase of shares created making up the share capital

Event

Share capital(in €)

Capital increase

January 06, 2009

15,396

3,019,965

12,079,860

Capital increase

January 19, 2010

21,796

3,041,761

12,167,044

Capital increase

January 19, 2011

8,285

3,050,046

12,200,184

Four-for-one share split(a)

Not applicable

12,200,184

12,200,184

12,200,184

Capital increase

March 11, 2015

8,000

12,208,184

12,208,184

Capital increase

February 09, 2016

135,290

12,343,474

12,343,474

Capital increase

March 28, 2017

157,774

12,501,148

12,501,148

Capital increase

March 27, 2018

62,21012,563,358

12,563,358

Capital increase

March 26, 2019

17,903

12,581,261

12,581,261

Capital increase

March 24, 2020

14,90012,596,161

12,596,161

Capital increase

March 24, 2021

6,513

12,602,674

12,602,674

Capital increase

March 23, 2022

38,441

12,641,115

12,641,115(a) Completed on January 23, 2014.

7.4.2

Securities not giving access to the Company’s capital

Not applicable.

7.5

PUBLIC ACCESS TO THIS DOCUMENTThe Registration Documents are available in the “Finance”
section of the Company’s website at www.guerbet.com alongwith other documents related to regulated information (half-year
financial reports, press releases, monthly statements on thenumber of shares and voting rights, etc.).

GUERBET

Furthermore, in accordance with legal provisions, all Shareholders
can exercise their permanent right to communication and come toview the documents referred to in Article L. 225-15 of the French
Commercial Code at the Company’s headquarters at 15, rue desVanesses – 93420 Villepinte.

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OTHER INFORMATION
General information about the Company

7.6

GENERAL INFORMATION ABOUT THE COMPANY

7.6.1

Legal form and company name

The legal name of the Company is Guerbet. It is organized in
the form of a French public limited company (société anonyme)
with a Board of Directors, governed by the rules of the French
Commercial Code. The registered office is located at 15 rue
des Vanesses, 93420 Villepinte, the telephone number is

7.6.2

Date of incorporation

Guerbet was created on July 16, 1926, by the transformationof an undeclared partnership (société en participation) founded
in 1901 into a limited partnership (société en commandite
simple), then transformed into a public limited company (société
anonyme) on January 1, 1965. The status of a public limited
company with an executive board and a supervisory board(Société anonyme à Directoire et Conseil de surveillance) was

7.6.3+33 (0) 1 45 91 50 00, and the website address iswww.guerbet.com (the information on the website is not part ofthe prospectus unless this information is incorporated byreference in the prospectus).

adopted on October 27, 2001, before it was changed to a
public limited company with a board of directors (société
anonyme à Conseil d’administration) at the Combined General
Meeting of May 21, 2010. The Company’s dissolution date isJune 30, 2100, barring early dissolution or barring an
extension, such as the extension for 99 years at theExtraordinary General Meeting held on December 8, 1998.

Trade and Companies Register (Registre du Commerce et des Sociétés)Guerbet is listed in the Bobigny Trade and Companies Registry under number 308491521, and its business comes under code APE
2120 Z – Manufacture of pharmaceutical preparations. Its LEI number is: 969500WV1U1WQ059L135.

7.6.4

Fiscal year

Each fiscal year consists of twelve months, commencing on January 1 and ending on December 31.

250

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OTHER INFORMATION
Articles of Association (excerpts)

7.7

ARTICLES OF ASSOCIATION (EXCERPTS)

7.7.1

Provisions of the articles of association governing the operationof management and administrative bodies

7.7.1.1

Powers of the Board of Directors(article 12)

The Board of Directors sets the guidelines for the Company’sbusiness and oversees their implementation. Within the powers
expressly granted by law to General Meetings of Shareholders
and within the limits of the company’s purpose, it deals with allissues affecting the company’s operations and regulates thecompany’s affairs.
It performs the controls and verifications it deems appropriate.
The Directors each receive all the information necessary to
carry out their duties and can obtain the documents that they
consider useful for this purpose.
The Board of Directors grants the authorizations provided for bylaw (particularly those foreseen under the provisions of article
L. 225-38 of the French Commercial Code) and, as an internalmeasure that does not apply to third parties, the authorizations
mentioned in article 14 of these articles of association.
The Board of Directors can decide to create committees (anddetermine the composition and powers thereof), and they carryout their activity under its responsibility, but it cannot delegate
the powers that are attributed to it by law or the bylaws or
reduce or limit the powers of the Board of Directors.
The Board of Directors can grant special mandates to one ormore of its members for one or more specific purposes.
Under penalty of nullity of the contract, it shall be prohibited for
Directors other than legal entities to take out loans from the

GUERBET

Company in any form whatsoever, to have it grant them an
overdraft on a current account or otherwise, or to have theCompany provide guarantees or deposits for commitments tothird parties. The same restriction applies to the CEO, to the
Deputy CEO(s) and to permanent representatives of legal
entities who are Directors as well as to the spouses, parents,
and descendants of the persons above and to allintermediaries.
Directors do not take on any personal or joint obligation by
virtue of their positions except those foreseen by the legal
provisions in force.

7.7.1.2

Powers of the Chief Executive
Officer (article 14)

Subject to legal limitations, the CEO is vested with the broadest
powers to act in all circumstances on the Company’s behalf.
Nonetheless, under internal regulations and without extending
such limitations to third parties, the Board of Directors can limit
the extent of the CEO’s powers.

7.7.1.3

Powers of the Deputy Chief
Executive Officer (article 14)

By agreement with the CEO, the Board of Directors determines
the scope and duration of the powers granted to Deputy
CEOs. Nonetheless, they have the same powers in dealing
with third parties as the CEO.

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7.7.2

OTHER INFORMATION
Articles of Association (excerpts)

Provisions of the articles of association concerning profit distribution

Distribution of profits (article 24)
Distributable profits are made up of the profit from the fiscal
year, reduced by losses from previous years, as well asamounts to carry over into reserve in application of the law or
under the Company’s articles of association, and increased byretained earnings.
After the accounts have been approved and the existence of a
distributable profit is ascertained, the necessary sum is takenfrom those profits to distribute an initial, non-cumulative
dividend to Shareholders, equal to 6% of the paid-up and nonredeemed amount of the shares they own.

7.7.3

From the available surplus, the General Meeting deducts all thesums deemed appropriate to allocate to all optional reserve
funds or retained earnings.
The balance, if there is one, is split between all the Shareholders
in proportion to the amount of shares that they own.
Shareholders at the General Meeting are entitled to grant toeach Shareholder, for all or part of the dividend or interim
dividends distributed, a choice between payment in cash or inshares for said dividend or interim dividend.

Provisions in the articles of association on capital

The provisions in the articles of association on capital are detailed in the third section of this document, “Capital and shareholding
structure”.

7.7.4

Other provisions of the articles of association

Company purpose (article 2)
The Company’s purpose, in France and in every country, is:• research on, development, and invention of all pharmaceuticaland chemical products, and all medical devices;• manufacture, purchase, and marketing of all pharmaceuticaland chemical products, and all medical devices;• development and marketing of services, in any form
whatsoever, either directly or indirectly related topharmaceutical and medical activities, and to healthcare
activities more generally;

252

GUERBET• all industrial, commercial, and financial activities directly or
indirectly related to this purpose, including research
activities, and the creation, acquisition, holding, use, andsale of patents, licenses, know-how, and, more generally,
all intellectual and industrial property rights; and• any industrial, commercial, financial, investment or property
operations that may be directly or indirectly related to theabove purposes or that could facilitate their application ordevelopment.

Universal Registration Document

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OTHER INFORMATION
Concordance tables

7.8

CONCORDANCE TABLES

7.8.1

European prospectus

The concordance table of the Universal Registration Document identifies the information provided for in Annexes 1 and 2 of DelegatedRegulation (EU) 2019/980 of March 14, 2019, supplementing the provisions of Regulation (EU) 2017/1129 of June 14, 2017.
In the table below, the pages mentioned refer to this Universal Registration Document of Guerbet filed with the AMF.
CategoryPage

1

Responsible persons, third-party information, expert reports,
and approval by the competent authority

1.1

Persons responsible for information

1.2

Declaration by responsible persons

1.3

Name, address, qualifications and potential interests of persons acting as experts

Not applicable

1.4

Confirmation relating to information from a third party

Not applicable

1.5

Declaration of the competent authority

Not applicable2

Statutory Auditors

2.1

Names and addresses

2.2

Any change

Not applicable3

Risk factors

102-106

4

Information about the issuer

4.1

Company name and trade name of the issuer

250

4.2

Location, registration number and LEI of the issuer

250

4.3

Date of formation and life of the issuer

250

4.4

Registered office and legal form of the issuer, laws governing its activities, country of origin,address and telephone number of its registered office, and website with a disclaimer

5

Overview of activities

5.1

Principal activities

5.1.1

Nature of transactions carried out by the issuer and its main activities

15-21

5.1.2

Significant new products or services introduced on the market

24-29

5.2

Principal markets

21-22

5.3

Major events

5.4

Strategy and objectives

5.5

Issuer’s dependence on patents, licenses, contracts and manufacturing processes

29

5.6

Statement on competitive position

22

5.7

Investments

5.7.1

Significant investments made7; 14; 23-28

5.7.2

Not applicable

5.7.3

Principal investments in progress or that the issuer intends to make and for which its management
bodies have already made firm commitments and arranged financing methods
Joint ventures and commitments for which the issuer holds a significant proportion of the capital

5.7.4

Environmental issues

Not applicable

GUERBET

248
248

250

1; 250 to 252

96-97
2-3; 6-7; 10-11;
93-110

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Not applicable

253

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OTHER INFORMATION
Concordance tables

Category

254

Page

6

Organizational structure

6.1

Summary description of the Group

6.2

List of major subsidiaries

7

Examination of the financial position and results

7.1

Financial position

7.1.1

Change in results and financial position including key performance indicators of a financial
and, where appropriate, non-financial nature

7.1.2

Future development projections and research and development activity

7.2

Operating result

7.2.1

Significant factors, unusual and infrequent events, and new developments

96-97

7.2.2

Reasons for significant changes in net revenue or net income

95-97

8

Cash and capital

8.1

Information on the issuer’s capital

14; 84-87; 97;
174-177;
183-184;
200-203

8.2

Origin and amount of the issuer’s cash flows

8.3

Information on the issuer’s financing needs and financing structure

96; 176
175-176; 190;
209; 222; 233

8.4

Information on any restrictions on the use of capital

8.5

Information on expected sources of financing

176

9Regulatory environment

103

10

Information on trends

10.1

Main trends affecting production, sales and inventories, costs and selling prices, and significant
changes in the Group’s financial performance from the end of the last fiscal year to the date ofregistration of the Universal Registration Document

96-97

10.2

Known trends, uncertainties, demands, commitments, or events that are reasonably likely to havea material effect on the issuer’s prospects for at least the current fiscal year

96-97

11

Profit forecasts or estimates

11.1

Reported profit forecasts or estimates

11.2

Statement of key forecasting assumptions

Not applicable

11.3

Statement of comparability with historical financial information and compliance with accounting
methods

Not applicable

6-7; 12-13
30-31; 214-215

14; 94-97;
174-177; 179;
199-203
24-29

222; 233

96-97

12

Administration, management and supervisory bodies, and general management

12.1

Information about the Board of Directors and the General Management

12.2

Conflicts of interest in the administrative and management bodies and the General Management

13

Compensation and benefits

13.1

Amount of compensation paid and benefits in kind granted by the issuer or its subsidiaries

60-76

13.2

Total amounts set aside or accrued by the issuer or its subsidiaries to provide pension, retirement,or similar benefits

60-76

GUERBET

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OTHER INFORMATION
Concordance tables

Category

Page

14

Operation of administration and management bodies

14.1

14.3

Date of expiration of the current term of office of members of the administrative, management
and supervisory bodies
Service contracts between members of the issuer’s administrative, management and supervisory
bodiesInformation on the Board’s Committees

14.4

Statement of compliance with the current corporate governance system

14.5

Potential significant impacts on corporate governance

15

Employees

15.1

Number of employees

15.2

Profit sharing and stock options

15.3

Agreements providing for employee interests in the issuer’s capital

16

Main shareholders

16.1
16.2

Shareholders who own more than 5% of the capital at the date of the Universal Registration
Document
Existence of various voting rights

16.3

Ownership or control of the issuer and measures taken to avoid abuse of this control

16.4

Agreements that could result in a change of control if implemented

17

Transactions with related parties

18

Financial information concerning the issuer’s assets, financial position and results

18.1

Historical financial information

18.1.1

Audited historical financial information for the last three fiscal years and the audit report

18.1.2

Change in accounting reference date

18.1.3

Accounting standards

178-183

18.1.4

Change in accounting reference framework

178-183

18.1.5

Financial information under French accounting standards

224-227

18.1.6

Consolidated financial statements

174-177

18.1.7

Date of latest financial information

18.2

Interim and other financial information

18.3

Audit of the annual financial information

18.4

Pro-forma financial information

Not applicable

18.5

Dividend policy

Not applicable

18.5.1

Description of dividend policy and any applicable restrictions

Not applicable

18.5.2

Amount of the dividend per share

18.6

Administrative, legal and arbitration proceedings

18.7

Significant change in financial position

18.8

Legal and arbitration proceedings

18.9

Significant change in financial or commercial position

14.2

GUERBET

39-52
36
53-57
77
Not applicable
6; 117-133; 208
60-75; 87-89;
206-20784; 123
84-87
84-87
90
Not applicable237

94-97; 174-220
Not applicable178
Not applicable216-22083
Not applicable96-97
Not applicable

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OTHER INFORMATION
Concordance tables

CategoryPage

19

Additional information

19.1

Share capital

19.1.1

Subscribed share capital

19.1.2

Securities not giving access to capital249

19.1.3

Shares held by the issuer

84

19.1.4

Information on securities

Not applicable

19.1.5Acquisition conditions

Not applicable

19.1.6

Not applicable

19.1.7

Information on the capital of any group member being the subject of an option or an agreement
to place it under an option, and details of said options
History of the share capital

19.2

Articles of incorporation and articles of association

19.2.1

Corporate purpose

252

19.2.2Rights, privileges and restrictions attached to each share class92

19.2.3

Measure having the effect of delaying, deferring or preventing a change of control

90

20

Important contracts

21

Available documents

7.8.2

Annual financial report249
84; 107249
250-252

Not applicable249

The concordance table below identifies the main information provided for in Article L. 451-1-2 of the French Monetary and Financial
Code and in Article 222-3 of the General Regulation of the Autorité des Marchés Financiers.
Category

256

Page

Annual financial statements

221-241

Consolidated financial statements

174-215

Management report93-110

Buyback by the company of its own shares

97

Statement by the person responsible for the accuracy of the document

248

Statutory Auditors’ report on the annual financial statements

242-245

Statutory Auditors’ report on the consolidated financial statements

216-220

Statutory Auditors’ fees

213

Report of the Board of Directors on corporate governance

34

GUERBET

Universal Registration Document2023

Photo credits: © Guerbet.
Design and production: Ruban Blanc.