Notice of Meeting
Brochure
2023
COMBINED GENERAL MEETING
Friday, May 26, 2023, at 3:00 p.m. (Paris time)Notice of Meeting
Brochure
2023

CONTENTS

Limited company
with Board of Directors
With a share capital of€12,641,115
Head office:15, rue des Vanesses
93420 Villepinte - France
308,491,521
R.C.S. Bobignyu

Welcome to the Guerbet General Meeting1

1

How to participate in the General Meeting?

22

Composition of the Board of Directors
and the Committees at December 31, 2022

93Agenda10

4

Report of the Board of Directors
on the draft resolutions
presented to the General Meeting

125

Draft resolutions

32

6

Statutory Auditors’ reports

39

7

Summary of activity:
the Guerbet Group in 2022

54

8

Financial resultsof the past five fiscal years

61

9

Current delegation of authority regarding capital

62

uRequest to receive presented documents
and additional information

63

You can find this notice ofmeeting brochure on the
Guerbet website:www.guerbet.com

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Welcometo the Guerbet
General Meeting

The Shareholders of Guerbet are called to a Combined General Meeting to be held on
Friday, May 26, 2023, at 3:00 p.m. (Paris time):

at the headquarter office
15, rue des Vanesses
93420 Villepinte - France

Access map

Transport

Parking of the
Guerbet group

RER B
Station"Parc des expositions"

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1
How to participate
in the General Meeting?

Formalities for participation in the General Meeting
The General Meeting consists of all Shareholders regardless of the number of shares that they hold.
In accordance with Article R. 225-85 of the French Commercial Code, only Shareholders who have substantiated this status by theregistration of the shares in an account in their name or in the name of the authorized intermediary recorded on their behalf, as of thesecond working day preceding the General Meeting (May 24, 2023) at midnight (Paris time), will be permitted to attend, vote,or be represented at the General Meeting:• either in registered securities accounts maintained for the Company by its agent Uptevia for Shareholders who own
REGISTERED shares;• or in bearer securities accounts maintained by an authorized intermediary referred to in Article L. 211-3 of the French Monetaryand Financial Code for Shareholders who own BEARER shares.
The registration of shares in bearer securities accounts maintained by an authorized intermediary mentioned in Article L. 211-3 of theFrench Monetary and Financial Code must be established by a certificate of share ownership issued by such intermediary, attached(i) to the remote voting or proxy form or (ii) to the admission card application, established in the name of the Shareholder or on
behalf of the Shareholder represented by the registered intermediary.

Methods of participation in the General Meeting
Shareholders have several possibilities to exercise their right to vote:• attend and vote at the General Meeting in person;• delegate authority to the President of the Company without naming a proxy;• be represented by a chosen natural person or legal entity to appoint as proxy;• exercise the right to vote remotely (by mail or electronically).
NOTE

All Shareholders who have already voted by mail, sent a proxy, or requested an admission card will no longer have thepossibility to choose another method of participating in the General Meeting.
Shareholders are advised not to wait until the last few days to indicate their method of participation in the General Meetingand to give preference to the transmission of all their requests and documents electronically.

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HOW TO PARTICIPATE IN THE GENERAL MEETING?
Methods of participation in the General Meeting

1

TO ATTEND AND VOTE AT THE GENERAL MEETING IN PERSONFor registered Shareholders
On the day of the General Meeting, you must directly visit the counter specially provided for this purpose with either an admission
card or an identity document.
The admission card must be requested in advance using the attached voting form and returning it using the provided prepaid
envelope or to the following address:
Uptevia - Assemblées Générales
Grands Moulins de Pantin
9, rue du Débarcadère
93761 Pantin Cedex
You will receive your General Meeting admission card by mail. If you do not receive the card in time, you may still attend theGeneral Meeting with proof of your identity.
If the admission card has not reached you as of the day before the General Meeting, you can also call: 01 40 14 40 59 (or00 33 (0)1 40 14 50 59 for calls from abroad) to obtain your admission card number, which will make it easier to check you in on
the day of the General Meeting.

For bearer Shareholders
On the day of the General Meeting, you must directly visit the counter specially provided for this purpose with an admission card.
The admission card must be requested beforehand from the financial intermediary who manages your securities account.

DELEGATE AUTHORITY TO THE CHAIRPERSON OF THE GENERAL MEETING
For registered Shareholders
You must complete the attached voting form according to the selected method of participation and return it using the provided
prepaid envelope or to the following address:
Uptevia - Assemblées Générales
Grands Moulins de Pantin
9, rue du Débarcadère
93761 Pantin Cedex

For bearer Shareholders
You must request the single voting form from the financial intermediary who manages these shares. The voting form must becompleted according to the selected method of participation, accompanied by a certificate of share ownership issued by thefinancial intermediary, and sent to the following address:
Uptevia - Assemblées Générales
Grands Moulins de Pantin
9, rue du Débarcadère
93761 Pantin Cedex
Voting forms will only be accepted if they are received by the General Meetings Department of Uptevia no later than three days
before the General Meeting.

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HOW TO PARTICIPATE IN THE GENERAL MEETING?
Methods of participation in the General Meeting

BE REPRESENTED BY A CHOSEN NATURAL PERSON OR LEGAL ENTITYTO APPOINT AS PROXY
You may be represented at the General Meeting by another Shareholder, your spouse, a civil union partner, or any other natural
person or legal entity of your choice under the conditions provided for in Article L. 225-106 of the French Commercial Code.

For registered Shareholders
You must complete the attached voting form according to the selected method of participation and return it using the provided
prepaid envelope or to the following address:
Uptevia - Assemblées Générales
Grands Moulins de Pantin
9, rue du Débarcadère
93761 Pantin Cedex

For bearer Shareholders
You must request the single voting form from the financial intermediary who manages these shares. The voting form must becompleted according to the selected method of participation, accompanied by a certificate of share ownership issued by thefinancial intermediary, and sent to the following address:
Uptevia - Assemblées Générales
Grands Moulins de Pantin
9, rue du Débarcadère
93761 Pantin Cedex
Voting forms will only be accepted if they are received by the General Meetings Department of Uptevia no later than three days
before the General Meeting.
NOTE

Whether by mail using the voting form or online using the VOTACCESS secure platform, you can either cast your vote on
the resolutions proposed for your vote or appoint the Chairperson or a third party as proxy under the conditions set out below.

VOTE ONLINE USING THE VOTACCESS SECURE PLATFORM
You have the option to vote or to appoint the Chairperson or a third party as proxy online prior to the General Meeting on the
VOTACCESS secure platform, which will open on Friday, May 5 at 10:00 a.m. (Paris time) and will close on Thursday,
May 25, 2023, at 3:00 p.m. (Paris time).
To avoid any congestion on the VOTACCESS secure platform, Shareholders are advised not to wait until the day before
the General Meeting to enter their instructions.

For registered Shareholders
Holders of directly registered shares will need to log in to the Planetshares website at www.uptevia.com.
After logging in, registered Shareholders will need to follow the instructions on the screen to access the VOTACCESS secure platform
and will be able to choose the desired method of participation: apply for and download their admission card, vote remotely, or
grant or revoke the appointment of the Chairperson or a third party as proxy under the conditions of Article L. 225-106 of the French
Commercial Code.
If you have lost or forgotten your username and/or password, call 01 40 14 40 59 from France or 00 33 (0) 1 40 14 40 59 fromabroad.

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HOW TO PARTICIPATE IN THE GENERAL MEETING?
Methods of participation in the General Meeting1

For bearer Shareholders
Check with your account-keeping institution to find out whether it is connected to the VOTACCESS secure platform and, if so,whether this access is subject to special terms of use.
If your account-keeping institution is connected to the VOTACCESS secure platform, log in to your account-keeping institution’s Internet
portal with your usual access codes. Then click on the icon that appears on the line corresponding to your Guerbet shares and follow
the instructions on the screen to access the VOTACCESS secure platform or to grant or revoke an appointment of the Chairperson ora third party as proxy.
NOTE

If you decide to vote online, do not complete or return the voting form.
The possibility of voting online before the General Meeting will end at 3:00 p.m. (Paris time) the day before (May 25, 2023).

VOTE BY MAIL
The form for voting by mail allows you to vote directly, appoint the Chairperson of the General Meeting as proxy, or appoint a third
party as proxy.

For registered Shareholders
You must complete the attached voting form according to the selected method of participation and return it using the provided
prepaid envelope or to the following address:
Uptevia - Assemblées Générales
Grands Moulins de Pantin
9, rue du Débarcadère
93761 Pantin Cedex

For bearer Shareholders
You must request the single voting form from the financial intermediary managing these shares. The voting form must be completed
according to the selected method of participation, accompanied by a certificate of share ownership issued by the financial
intermediary, and sent to the following address:
Uptevia - Assemblées Générales
Grands Moulins de Pantin
9, rue du Débarcadère
93761 Pantin Cedex
Voting forms will only be accepted if they are received by the General Meetings Department of Uptevia no later than three days
before the General Meeting.
NOTE

All Shareholders who have already voted by mail or granted a proxy will no longer have the option to choose another methodof participating in the General Meeting.

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HOW TO PARTICIPATE IN THE GENERAL MEETING?
Methods of participation in the General Meeting

HOW TO PARTICIPATE IN THE GENERAL MEETING?
Methods of participation in the General Meeting

USING THE VOTING FORM
USING
THEtheVOTING
FORM
To attend
2023 General
Meeting in person
A
B

and receive your admission card.

You cannot attend the 2023 General Meeting:refer to point 1, 2, or 3.

2

You wish to appoint as proxy the Chairpersonof the 2023 General Meeting.

Important : Avant d’exercer votre choix, veuillez prendre connaissance des instructions situées au verso - Important : Before selecting please refer to instructions on reverse side
Quelle que soit l’option choisie, noircir comme cecila ou les cases correspondantes, dater et signer au bas du formulaire - Whichever option is used, shade box(es) like this, date and sign at the bottom of the form
JE DÉSIRE ASSISTER À CETTE ASSEMBLÉE et demande une carte d’admission : dater et signer au bas du formulaire / I WISH TO ATTEND THE SHAREHOLDER’S MEETING and request an admission card : date and sign at the bottom of the form

cadre réservé à la société - for company’s use only

ASSEMBLEE GENERALE MIXTE
Convoquée le 26 mai 2023 à 15h00
Au siège social
15 rue des Vanesses, 93420 Villepinte

Société Anonyme au capital de 12 641 115 €Siège social : 15 rue des Vanesses
93420 VILLEPINTE
308 491 521 R.C.S. BOBIGNY

Identifiant - AccountNombre d’actions
Number of shares

COMBINED GENERAL MEETING

To be held on May 26th, 2023, at 3:00 p.m.
At company’s headquarters
15 rue des Vanesses, 93420 Villepinte

JE VOTE PAR CORRESPONDANCE / I VOTE BY POST
Cf. au verso (2) - See reverse (2)Je vote OUI à tous les projets de résolutions présentés ou agréés par le Conseil d’Administrationou le Directoire ou la Gérance, à l’EXCEPTION de ceux que je signale en noircissant comme ceci l’une des cases “Non” ou “Abstention”. / I vote YES all the draft resolutions approved by the Boardof Directors, EXCEPT those indicated by a shaded box, like this , for which I vote No or I abstain.

Sur les projets derésolutions non agréés, jevote en noircissant la casecorrespondant à mon choix.
On the draft resolutions not
approved, I cast my vote byshading the box of my
choice.

Non / No

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

Oui / Yes

A

B

C

D

Non / NoAbs.

JE DONNE POUVOIR AU PRÉSIDENT
DE L'ASSEMBLÉE GÉNÉRALE

21

22

23

24

25

26

27

28

29

30

I HEREBY GIVE MY PROXY TO THE
CHAIRMAN OF THE GENERALMEETING

M., Mme ou Mlle, Raison Sociale / Mr, Mrs or Miss, Corporate Name

31

32

33

34

35

36

37

38

39

40

41

42

43

44

45

46

47

48

49

50

Abs.

Oui / Yes

E

F

G

H

J

K

3

You wish to appoint as proxy aperson of your choice.

Non / No
Abs.

Non / No

Adresse / Address

Nom, prénom, adresse de l’actionnaire (les modifications de ces informations doivent être adressées à l'établissement concernéet ne peuvent être effectuées à l'aide de ce formulaire). Cf au verso (1)Surname, first name, address of the shareholder (Changes regarding this information have to be notified to relevant institution,
no changes can be made using this proxy form). See reverse (1)Abs.
Non / No

to represent me at the above mentioned Meeting

CAUTION : As for bearer shares, the present instructions will be valid only if they are directly returned to your bank.

Abs.
Oui / Yes

pour me représenter à l’Assemblée

I HEREBY APPOINT : See reverse (4)Non / NoAbs.

JE DONNE POUVOIR A : Cf. au verso (4)Cf. au verso (3)Non / No

Abs.

Non / No

Oui / Yes

Vote double
Double vote

ATTENTION : Pour les titres au porteur, les présentes instructions doivent être transmises à votre banque.

Abs.
Non / No

Porteur
BearerVote simple
Single vote

Nombre de voix - Number of voting rights

See reverse (3)1Nominatif
RegisteredAbs.

Oui / Yes

1

Non / NoAbs.

Si des amendements ou des résolutions nouvelles étaient présentés en assemblée, je vote NON sauf si je signale un autre choix en noircissant la case correspondante :In case amendments or new resolutions are proposed during the meeting, I vote NO unless I indicate another choice by shading the corresponding box:
- Je donne pouvoir au Président de l’assemblée Générale. / I appoint the Chairman of the general meeting..........................................................................
- Je m’abstiens. / I abstain from voting ............................................................................................................................................................................................
- Je donne procuration [cf. au verso renvoi (4)] à M., Mme ou Mlle, Raison Sociale pour voter en mon nom ...................................................................................
I appoint [see reverse (4)] Mr, Mrs or Miss, Corporate Name to vote on my behalf ........................................................................................................................
Date & Signature

Pour être pris en considération, tout formulaire doit parvenir au plus tard :To be considered, this completed form must be returned no later than :à / to : Uptevia
Service Assemblées
Les Grands Moulins
9 rue du Débarcadère
93761 Pantin Cedex

sur 1ère convocation / on 1st notification

sur 2ème convocation / on 2nd notification

23 mai 2023 / May 23th, 2023

You wish to vote by mail: mark the box at the top, thenindicate your vote. If you vote “for,” you have no boxes to fillin. If you wish to vote “against” or abstain, fill in the boxes
corresponding to the number of the resolution in question.
Whatever you choose, do not forget todate and sign the form.

« Si le formulaire est renvoyé daté et signé mais qu’aucun choix n’est coché (carte d’admission / vote par correspondance / pouvoir au président / pouvoir à mandataire), cela vaut automatiquement pouvoir au Président de l’assemblée Générale »‘If the form is returned dated and signed but no choice is checked (admission card / postal vote / power of attorney to the President / power of attorney to a representative), this automatically applies as a proxy to the Chairman of the General Meeting’

NOTE

Pursuant to the simplification law No. 2019-744 of July 19, 2019, the General Meeting voting procedures have changed.
The majority of votes will now be calculated on the basis of thevotes cast, excluding abstentions. However, abstentions will be
NOTE
taken into account when calculating the quorum.
Pursuant to the simplification law No. 2019-744 of July 19, 2019, the General Meeting voting procedures have changed.
The majority of votes will now be calculated on the basis of the votes cast, excluding abstentions. However, abstentions will betaken into account when calculating the quorum.

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HOW TO PARTICIPATE IN THE GENERAL MEETING?
Methods of participation in the General Meeting

1

REVOKING THE APPOINTMENT OF A PROXY
Pursuant to Article R. 225-79 of the French Commercial Code, the prior appointment of a proxy may be revoked. The proxy given
for a General Meeting may be revoked in the same forms as those required for the appointment of the proxy holder.

Pure registered Shareholders
The Shareholder must send an email to: paris_France_CTS_mandats@uptevia.pro.fr.
This email must contain the following information: Name of the issuer, date of the General Meeting, last name, first name, address,
and registered current account number of the principal, where applicable, as well as the last name, first name, and, if possible,
address of the proxy.
Shareholders must confirm their request on Planetshares at www.uptevia.com by logging in with their usual login information, going
to “My holdings – My voting rights,” and clicking “Appoint or revoke a proxy.”

Holders of bearer shares or administered shares
In accordance with the provisions of Article R. 225-79 of the French Commercial Code, the notification of the appointment andrevocation of a proxy may also be provided electronically after an email is sent to paris_France_CTS_mandats@uptevia.pro.fr. Thisemail must contain the following information: name of the company in question, date of the General Meeting, last name, first name,address, and registered current account number or bank references of the principal, where applicable, as well as the last name, first
name, and, if possible, address of the proxy.
Shareholders must ask their financial intermediary managing their securities account to send a written confirmation to:Uptevia – Assemblées Générales
Grands Moulins de Pantin
9, rue du Débarcadère
93761 Pantin Cedex
Only proxy appointment or revocation notifications may be sent to the above email address. Any request or notification pertaining to
any other subject will not be able to be taken into account.
Proxy appointments or revocations submitted by email may be validly taken into account only if the confirmations are received nolater than 3:00 p.m. (Paris time) on the day before the General Meeting. Proxy appointments or revocations submitted in paper form
must be received no later than three calendar days before the date of the General Meeting.

SALES OF SHARES BEFORE THE GENERAL MEETING
At any time, Shareholders may transfer ownership of all or some of their shares:
i. If the sale occurs before midnight (Paris time) on May 24, 2023, the vote by mail, the proxy, and the admission card, possibly
accompanied by a certificate of share ownership, will be invalidated or modified accordingly, as the case may be. To that end,
the authorized intermediary mentioned in Article L. 211-3 of the French Monetary and Financial Code will provide notification of
the sale and the necessary information to the Company or Uptevia.
ii. If the sale is carried out after midnight (Paris time) on May 24, 2023, whatever the method used, the authorized intermediarymentioned in Article L. 211-3 of the French Monetary and Financial Code will not provide notification of it, and the Company will
not take it into consideration, notwithstanding any agreement to the contrary.

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HOW TO PARTICIPATE IN THE GENERAL MEETING?
Methods of participation in the General Meeting

WRITTEN QUESTIONSIn accordance with Article R. 225-84 of the French Commercial Code, Shareholders may submit written questions of their choice tothe Board of Directors, which will respond during the Meeting or online at www.guerbet.com in the “Investors”/“General Meeting
section.”Questions must be sent by registered letter with acknowledgment of receipt to: Guerbet – BP 57400 – 95943 Roissy CDG Cedex –France or by email to: ag26mai2023@guerbet.com.
We recommend that you give preference to submitting document and information requests electronically.
They must be sent no later than the fourth business day preceding the General Meeting.

DOCUMENTS AVAILABLE TO SHAREHOLDERS
All documents and information provided for in Article R. 225-73-1 of the French Commercial Code, including those in Articles
R. 225-81 and R. 225-83, will be on the issuer’s website at www.guerbet.com no later than twenty-first day preceding the General
Meeting (May 5, 2023).
However, Shareholders may obtain the documents provided for in Articles R. 225-81 and R. 225-83 of the French Commercial
Code within the legally required period by sending a request using the form attached in Section 9 to Uptevia Assemblées
Générales – Grands Moulins de Pantin – 9, rue du Débarcadère – 93761 Pantin Cedex.

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2
Composition of theBoard of Directors
and the Committees
at December 31, 2022

As of December 31, 2022, the Board of Directors had twelve members, including two members representing the employees:

Position Independence
Marie-Claire
Janailhac-Fritsch

Appointment
Ethics,and Governance,
Audit Compensation
and CSR
Committee
Committee
Committee

Date of first
appointment

End ofterm

MemberChairperson May 27, 2011

2023 GM

MemberMay 20, 2022

2023 GM

March 24,
2021

November24, 2023

Member May 23, 2014

2026 GM

Chairperson

Yes

Carine Dagommer

Director

No

Olivier Fougère

EmployeeDirector

No

Mark Fouquet

Director

No

Éric Guerbet

Director

No

MemberMember May 19, 20172023 GM

Didier Izabel

Director

Yes Chairperson

MemberMember May 23, 2014

2026 GM

Céline Lamort

Director

No

MemberMay 29, 2015

2027 GM

Nicolas Louvet

Director

No

Chairperson

Member May 27, 20162028 GM

Marc Massiot

MemberMay 28, 2021

2027 GM

Member May 24, 20132025 GM

Director

No

Claire MassiotJouault

Director

No

Jean-Sébastien
Raynaud

EmployeeDirector

No

Thibault Viort

Director

Yes

MemberStrategyandInnovation
Committee

MemberMemberMemberOctober 27, October 26,
2020
2026

MemberMemberChairperson

MemberMemberGUERBET • 2023 NOTICE OF MEETING BROCHURE

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3
AgendaORDINARY GENERAL MEETING
1. Approval of the individual financial statements for the fiscal year ended December 31, 2022;
2. Approval of the consolidated financial statements for the fiscal year ended December 31, 2022;
3. Appropriation of the result for the fiscal year ended December 31, 2022, and determination of the dividend amount;
4. Special report of the statutory auditors on regulated agreements and commitments referred to in Articles L. 225-38 et seq. of theFrench Commercial Code;
5. Approval, pursuant to Article L. 22-10-34 I of the French Commercial Code, of the information mentioned in Article L. 22-10-9 Iof that code on the compensation of company officers;
6. Approval, pursuant to Article L. 22-10-34 II of the French Commercial Code, of the fixed, variable, and exceptional componentsof the total compensation and benefits of any kind paid during the fiscal year ended December 31, 2022, or granted for thesame fiscal year to Marie-Claire Janailhac-Fritsch as Chairperson of the Board of Directors;
7. Approval, pursuant to Article L. 22-10-34 II of the French Commercial Code, of the fixed, variable, and exceptional componentsof the total compensation and benefits of any kind paid during the fiscal year ended December 31, 2022, or granted for thesame fiscal year to David Hale as Chief Executive Officer;
8. Approval, pursuant to Article L. 22-10-34 II of the French Commercial Code, of the fixed, variable, and exceptional componentsof the total compensation and benefits of any kind paid during the fiscal year ended December 31, 2022, or granted for thesame fiscal year to Philippe Bourrinet as Deputy Chief Executive Officer;
9. Approval, pursuant to Article L. 22-10-8 I of the French Commercial Code, of the compensation policy applicable to MarieClaire Janailhac-Fritsch as Chairperson of the Board of Directors;
10. Approval, pursuant to Article L. 22-10-8 I of the French Commercial Code, of the compensation policy applicable to David Haleas Chief Executive Officer;
11. Approval, pursuant to Article L. 22-10-8 I of the French Commercial Code, of the compensation policy applicable to Philippe
Bourrinet as Deputy Chief Executive Officer;
12. Approval, pursuant to Article L. 22-10-8 I of the French Commercial Code, of the compensation policy applicable to thedirectors;
13. Determination of the overall annual compensation to be paid to the directors;
14. Appointment of Pascale Auger as director;
15. Reappointment of Carine Dagommer as director;
16. Reappointment of Éric Guerbet as director;
17. Reappointment of Thibault Viort as director;
18. Reappointment of the company Mazars as Co-Principal Statutory Auditor;
19. Authorization for the Board of Directors to trade in the Company’s shares.

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3

EXTRAORDINARY GENERAL MEETING
20. Amendment of article 12 of the articles of association to specify the duties of the Board of Directors;
21. Power to carry out formalities.

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4
Report of the Boardof Directors

on the draft resolutions presented
to the General Meeting

REPORT OF THE BOARD OF DIRECTORS
To the Shareholders,
We have called a Combined General Meeting, in accordance with the law and the articles of association of Guerbet, for the
purpose of submitting the draft resolutions pertaining to the following points for your approval:

I.

Approval of the individual and consolidated financial statements for the fiscal year ended December 31,
2022, and appropriation of the result for the fiscal year ended December 31, 2022

(1st to 3rd ordinary meeting resolutions)Your General Meeting is called, first of all, for the purpose of
approving the individual financial statements (1st resolution) andconsolidated financial statements (2nd resolution) for the fiscal
year ended December 31, 2022, and appropriating the result
for the fiscal year (3rd resolution).
The Company’s individual financial statements for the fiscal
year ended December 31, 2022, show an accounting net lossof €77,407,478 and retained earnings of €110,851,466. It
is proposed that you appropriate this available amount asfollows:
THE COMPANY’S INDIVIDUAL FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022
(in €)Net income-77,407,478

Positive retained earnings

110,851,466

Total to be appropriated33,443,988

Appropriation to the statutory reserve

In accordance with Article 243 bis of the French General Tax
Code, the distributions made for the past three fiscal years areindicated below:

0

Total distributable

33,443,988

Statutory dividend

758,467

Supplemental dividend

5,562,091

Total net dividend

6,320,558

BALANCE APPROPRIATED
TO RETAINED EARNINGS

Pursuant to the provisions of Article 243 bis of the French
General Tax Code, it is specified that, under the conditions
defined by the laws and regulations in force, this grossdividend will be subject to a single withholding tax at a total
rate of 30% (i.e. 12.8% for income tax and 17.2% for social
security contributions), unless the taxpayer opts for the
progressive scale of income tax, which would in this caseapply to all capital income received in 2022. In case of the
progressive scale option, this option will provide eligibility forthe 40% proportional reduction provided for in Article 158-3-2of the French General Tax Code, i.e. €0.20 per share. This
scheme is applicable to individuals domiciled for tax purposes
in France.

27,123,431

Year

Total
amountdistributed

2019€8,817,312.70

€0.70

€0.28

2020

€8,821,871.80

€0.70

€0.28

2021

€10,744,947.75

€0.85

€0.35

(a) Before taxes and social security contributions.
(b) For individuals whose country of tax residence is France in case of theoption for the progressive income tax scale.

In addition, the Board of Directors proposes that your General
Meeting set the amount of the dividend to €0.50 per share.
The dividend will be payable beginning on July 1, 2023.

12

Distributed dividend
fully eligible for the 40%
Gross reduction referred to in
dividend
Article 158-3-2 of theperFrench General Tax
(a)
(b)
share
Code

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Report of the Board of Directors

II.

Special report of the Statutory Auditors on regulated agreements and commitments referred toin Articles L. 225-38 et seq. of the French Commercial Code (4th ordinary meeting resolution)

The special report of the Company’s Statutory Auditors on theregulated agreements and commitments referred to in Articles
L. 225-38 et seq. of the French Commercial Code states that
there are no new agreements subject to the provisions ofArticle L. 225-38 of the French Commercial Code. Under the
4th resolution, you are asked to approve the special report of

III.

4

the Statutory Auditors, which duly notes the absence ofagreements within the scope of the aforementioned Article
L. 225-38 and entered into during the fiscal year ended
December 31, 2022, as well as the absence of any regulatedagreements and commitments entered into and previously
approved that continued during the past fiscal year.

Approval, pursuant to Article L. 22-10-34 I of the French Commercial Code, of the information mentioned
in Article L. 22-10-9 I of the French Commercial Code on the compensation of company officers(5th ordinary meeting resolution)

Under the 5th resolution, you are asked to approve, pursuant to
Article L. 22-10-34 I of the French Commercial Code, theinformation mentioned in Article L. 22-10-9 I of the French
Commercial Code on the compensation of company officers aspresented in the corporate governance report referred to in
Article L. 225-37 of the French Commercial Code andcontained in section 2.4 of the Company’s 2022 Universal
Registration Document (appendix 1 of this brochure).

IV. Approval, pursuant to Article L. 22-10-34 II of the French Commercial Code, of the fixed, variable, andexceptional components of the total compensation and benefits of any kind paid during the fiscal year ended
December 31, 2022, or granted for the same fiscal year to Marie-Claire Janailhac-Fritsch as Chairpersonof the Board of Directors, David Hale as Chief Executive Officer, and Philippe Bourrinet as Deputy Chief
Executive Officer (6th to 8th ordinary meeting resolutions)
During its meeting of March 22, 2023, the Board of Directors,
on the recommendation of the Appointments andCompensation
Committee
andpursuantto
ArticleL. 22-10-34 II of the French Commercial Code, decided tosubmit for the approval of your General Meeting the fixed,variable, and exceptional components of the totalcompensation and benefits of any kind paid during the fiscal
year ended December 31, 2022, or granted for the same
fiscal year to Marie-Claire Janailhac-Fritsch as Chairperson of
the Board of Directors, David Hale as Chief Executive Officer,
and Philippe Bourrinet as Deputy Chief Executive Officer as
presented in the corporate governance report referred to in

V.

Article L. 225-37 of the French Commercial Code andpresented in section 2.4 of the Company’s 2022 Universal
Registration Document (appendix 2 of this brochure).
With regard to Philippe Bourrinet, only the compensation
components paid or granted in his capacity as Deputy Chief
Executive Officer are subject to a vote for approval by the
Shareholders pursuant to Article L. 22-10-34 II of the French
Commercial Code. This compensation corresponds to anannual fixed compensation of €11,500 gross paid for the2023 fiscal year on a pro-rata basis for the performance of his
corporate duties.

Approval, pursuant to Article L. 22-10-8 I of the French Commercial Code, of the compensation policy
applicable to the executive company officers (Marie-Claire Janailhac-Fritsch as Chairperson of the Boardof Directors, David Hale as Chief Executive Officer, and Philippe Bourrinet as Deputy Chief Executive Officer)(9th to 11th resolutions) and to the non-executive company officers (directors of the Company)(12th ordinary meeting resolution)

During its meeting of March 22, 2023, pursuant to Article
L. 22-10-8 I of the French Commercial Code, the Board of
Directors decided to submit for approval by your General
Meeting the compensation policy applicable to Marie-Claire
Janailhac-Fritsch as Chairperson of the Board of Directors of theCompany, David Hale as Chief Executive Officer of theCompany, and Philippe Bourrinet as Deputy Chief Executive
Officer of the Company as well as to the directors of theCompany.

governance report referred to in Article L. 225-37 of the French
Commercial Code and appearing in section 2.4 of theCompany’s 2022 Universal Registration Document. Pursuant to
Article L. 22-10-34 II of the French Commercial Code, for
executive company officers, the amounts resulting from theimplementation of these compensation policies will be subject
to the approval by the Shareholders during the General
Meeting convened to approve the financial statements for the
fiscal year ended December 31, 2022.

These compensation policies, determined by the Board of
Directors on the recommendation of the Appointments andCompensation Committee, are presented in the corporate

The Board of Directors therefore proposes that your General
Meeting approve the compensation policies as presented in thecorporate governance report.

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Report of the Board of Directors

VI. Determination of the overall annual compensation to be paid to the directors(13th ordinary meeting resolution)

The Board of Directors, pursuant to Article L. 225-45 of theFrench Commercial Code, proposes setting, starting with thefiscal year beginning on January 1, 2023, the amount of theannual fixed sum to be allocated to the directors ascompensation for their activity to €335,000.

VII. Appointment of a director (14th ordinary meeting resolution)
At its meeting of March 22, 2023, the Board of Directors
acknowledged that Marie-Claire Janailhac-Fritsch did not wish
to seek renewal of her term of office, which will expire at theend of the present General Meeting.
In the 14th resolution, it is proposed that, following therecommendation of the Appointments and Compensation
Committee, you appoint Pascale Auger as director to replace
Marie-Claire Janailhac-Fritsch. In order to stagger the terms ofoffice of Board members, in accordance with therecommendation of the Afep-Medef Code of Corporate
Governance for listed companies, it is proposed that you apply
the exception provided for by Article 9b of the Company’s
articles of association allowing the appointment of directors fora term of six (6) years, and thus to appoint Pascale Auger for aterm of five (5) years, expiring at the end of the General
Meeting to be called in 2028 to approve the financial
statements for the fiscal year ending December 31, 2027.

After receiving the opinion of the Appointments andCompensation Committee, the Board of Directors deemed that
Pascale Auger could be considered an independent member
according to the criteria of independence of the Afep-Medef
Code.
Additional information about the directors proposed forappointment is provided in appendix 4 of this report.
It is stipulated that the Board of Directors will be called upon toappoint its Chairperson at the end of the General Meeting,based on the recommendation by the Appointments andCompensation Committee of March 16, 2023 to appoint
Didier Izabel.

VIII. Reappointment of three directors (15th to 17th ordinary meeting resolutions)
It is proposed that you reappoint Carine Dagommer, Éric
Guerbet, and Thibault Viort as directors, whose current terms ofoffice will expire at the end of the present General Meeting.
In order to stagger the terms of office of the Board members, inaccordance with the recommendation of the Afep-Medef Codeof Corporate Governance for listed companies, it is proposedthat you apply the exception provided for by Article 9b of theCompany’s articles of association allowing the appointment of
directors for a term of six (6) years, and thus:• Reappoint Carine Dagommer for a term of five years,
ending following the General Meeting to be held in 2028
to approve the financial statements for the fiscal year ending
December 31, 2027.

• Reappoint Thibault Viort for a term of one year, ending
following the General Meeting to be held in 2024 toapprove the financial statements for the fiscal year ending
December 31, 2023.
After receiving the opinion of the Appointments andCompensation Committee, the Board of Directors deemed that
Carine Dagommer and Éric Guerbet could not be considered
independent members according to the criteria of
independence of the Afep-Medef Code because they are
members of the Guerbet family and a party to the Family
Shareholding Agreement.
Additional information about the directors proposed forreappointment is provided in appendix 4 of this report.

• Reappoint Éric Guerbet for a term of six years, ending
following the General Meeting to be held in 2029 toapprove the financial statements for the fiscal year ending
December 31, 2028.

IX. Appointment of the company MAZARS as Co-Principal Statutory Auditor to replace Deloitte & Associés(18th ordinary meeting resolution)

The 18th resolution concerns the appointment of MAZARS as
Co-Principal Statutory Auditor to replace Deloitte & Associés,
whose term of office as Principal Statutory Auditor expires at theend of the present General Meeting.
In accordance with Articles L. 823-3 et seq. of the French
Commercial Code and Article 17 of Regulation (EU)No. 537/2014 of the European Parliament and of theCouncil of April 16, 2014, Deloitte & Associés has reachedthe maximum term of office and is no longer eligible forreappointment.

14

After conducting an invitation to bid in accordance with theapplicable laws and regulations, the Board of Directors, on therecommendation of its Audit Committee, proposes that you:appoint MAZARS, represented by Benoît Pouget, as Principal
Statutory Auditor for a term of six fiscal years. This term of officewill expire at the end of the General Meeting to be called in
2029 to approve the financial statements for the fiscal year
ending December 31, 2028.

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Report of the Board of Directors

X.

4

Authorization for the Board of Directors to trade in the Company’s shares(19th ordinary meeting resolution)

In the 19th ordinary meeting resolution, the Board of Directors
proposes that your General Meeting authorize it to purchase anumber of shares of the Company that may not exceed:i. 10% of the total number of shares comprising the sharecapital;orii. 5% of the total number of shares comprising the sharecapital if they are shares acquired by the Company in viewof their holding and their tender for payment or exchange inconnection with a merger, demerger, or contribution, withthe understanding that acquisitions by the Company may notin any case result in the Company holding more than 10%of the shares comprising its share capital at any time.
The purchases of shares could be done in order to:a. ensure liquidity and stimulate the market for the Company’s
shares through an investment services provider acting
independently under a liquidity contract consistent with themarket practice admitted by the French financial markets
authority (AMF) on July 1, 2021;
b. allocate shares to officers and employees of the Company
and of other entities of the Group;c. tender the shares of the Company when it exercises therights attached to securities directly or indirectly granting theright to redemption, conversion, exchange, presentation of awarrant, or any other form of granting shares of theCompany;
d. hold the Company’s shares and subsequently tender themfor payment or exchange in connection with any external
growth operations;e. cancel all or part of the shares thus purchased;
f. implement any market practice that would come to be
admitted by the AMF and, more generally, carry out any
operation complying with the regulations in force.
The maximum unit purchase price excluding costs is €100 per
share.
The Board of Directors proposes that this authorization, which
would cancel and replace the authorization granted by thenineteenth resolution of the General Meeting of May 20,
2022, be granted for a period of eighteen (18) months fromthe present General Meeting.

XI. Amendment of article 12 of the Company’s articles of association, “Powers of the Board of Directors,”
to take into account legislative developments concerning the duties of the Board of Directors(20th extraordinary meeting resolution)

In the 20th resolution, it is proposed that approve theamendment of article 12 of the articles of association, “Powersof the Board of Directors,” relating to the duties of the Board of
Directors, in accordance with Article L. 225-35 of the French

Commercial Code, as amended by Act No. 2022-296 ofMarch 2, 2022, aimed at taking into account the social,environmental, cultural, and sporting implications of theCompany’s activity.

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4 REPORT OF THE BOARD OF DIRECTORS ON THE DRAFT RESOLUTIONS PRESENTED TO THE GENERAL MEETING
Appendix 1

APPENDIX 1(Agenda item 5)
Approval, pursuant to article L. 22-10-34 II of the French commercial code, of the information
about the compensation of corporate officers as described in article L. 22-10-9 Iof the French commercial code
Compensation components paid or awarded for the 2023 fiscal year
(ex-post vote at the General Meeting of May 26, 2023) to Marie-Claire Janailhac-Fritsch,
Chairperson of the Board of Directors

Compensation components
subject to a vote16

Amounts paid
during the pastfiscal year

Amounts granted
for the past fiscal
year or bookvaluation Comments

2023 fixed compensation€110,000€110,000 Section 2.4.1.1 “Policy on compensation of the Chairperson of theBoard 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 regulations of the Board of
Directors, which notably involve ensuring that the Company isproperly governed and that its governance bodies (Board of
Directors and its Committees, General Meeting of Shareholders)function effectively;• the skills, experience, expertise, and professional profile of theholder of this position;• market benchmarks on compensation granted to a non-executive
chairperson in comparable companies of the healthcare market inFrance. The last benchmarking was in 2022.

Directorship compensation€45,600€43,200 Section 2.4.5 “Compensation of the Directors.”
The compensation of the Directors consists of a fixed portion and avariable portion. The variable portion is the main part of the Directors’compensation.

Benefits of all kinds – Welfare
and Mutual Health Insurance€2,466

Benefits of any kind –Supplementary pension€4,950€2,466 Section 2.4.1.1 “Compensation policy for the Chairperson of theBoard of Directors.”
Contributions paid by Guerbet for mutual health insurance and welfare
insurance. The Chairperson has health coverage and a welfare
insurance policy, taken out by Guerbet, under the same conditions as
for Guerbet employees. The contributions paid by Guerbet totaled€2,466 in 2022, of which €1,217 for the welfare insurance and€1,249 for the mutual health insurance.
€4,950 Section 2.4.1.1 “Compensation policy for the Chairperson of theBoard of Directors.”
Marie-Claire Janailhac-Fritsch is covered by the “Article 83” fundedpension plan, a mandatory Group insurance policy for the executive
category. Contributions for 2022 totaled €4,950.

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Appendix 1

4Compensation components paid or awarded for the 2022 fiscal year
(ex-post vote at the General Meeting of May 26, 2023) to David Hale, CEO

Compensation components
subject to a vote

Amounts paid
during the pastfiscal year

Amounts granted
for the past fiscal
year or bookvaluation Comments

Fixed compensation€469,500€469,500 Section 2.4.1.2 “Compensation policy for the Chief Executive
Officer.”
The following factors are considered in determining his 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 of international
executives in comparable companies of the healthcare industry inFrance to ensure attractive, competitive compensation levels.

Annual variable compensation€586,875€290,394 Section 2.4.1.2 “Compensation policy for the Chief Executive
Officer.”
The variable compensation for this position for 2022 was based on
quantitative criteria (gross margin, EBITDA, free cash flow, several CSR
criteria) and qualitative criteria (progress on projects related to theintegration of acquisitions and progress on business development andlicensing projects). These criteria were aligned with the Company’s
objectives.
For confidentiality reasons, the level of achievement required for thequantitative criteria and the details of the qualitative criteria, althoughpre-established precisely, cannot be disclosed.

Multi-year variable
compensation€0€436,500 Section 2.4.1.2 “Compensation policy for the Chief Executive
Officer.”
Issue of performance shares in 2022.
During the 2022 fiscal year, 25,000 shares were issued to the Chief
Executive Officer.

Benefits of any kind

€56,536€56,536 Section 2.4.1.2 “Compensation policy for the Chief Executive
Officer.”David Hale received €56,536 in benefits in kind in 2022. Thesebenefits comprise:• the same supplementary health and death insurance system asGroup employees in France: €1,720;• the same welfare insurance and health insurance plan as Group
employees in France: €4,422;• GSC unemployment insurance: €29,799;• a company car: €5,787;• a supplementary pension.
David Hale was covered by the “Article 83” funded pension plan, amandatory Group insurance policy for the executive category.
Contributions are based on the annual gross compensation ofpolicyholders for the insurance period in question, limited to Social
Security bracket C. The monthly contribution rate is exclusively
employer-based and is equal to 4.5% of the monthly compensation.
There are no tax charges associated with the policies. Contributionsfor 2022 totaled €14,808.

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Appendix 1

Compensation components paid or awarded for the 2022 fiscal year
(ex-post vote at the General Meeting of May 26, 2023) to Philippe Bourrinet, Deputy CEO
The information relating to Philippe Bourrinet’s compensation described in this section 2.4.4 of the URD 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)”.
He receives compensation (fixed annual, variable annual) associated with his role as Senior Vice President of Development, Medical
Affairs, for the Guerbet group, which he receives as an employee.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.

Compensation components
subject to a voteCompensation for the office of
Deputy CEO (Chief Pharmacist)

18

Amounts paid
during the pastfiscal year
€11,500

Amounts granted
for the past fiscal
year or bookvaluation Comments€11,500 Section 2.4.1.3 “Policy on the compensation of Deputy Chief
Executive Officer (Group Chief Pharmacist).”The Deputy Chief Executive Officer receives a “Chief Pharmacist”
premium for his responsibilities as Chief Pharmacist for the Guerbet
group. On the proposal of the Appointments and Compensation
Committee, the gross Chief Pharmacist premium for the Deputy Chief
Executive Officer was stipulated as €11,500 for 2022. On the
proposal of the Appointments and Compensation Committee, theBoard of Directors will submit to the General Meeting a proposal tomaintain this premium at €11,500 for 2023.

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Appendix 2

4

APPENDIX 2
Approval of the compensation components paid or granted for the fiscal year ended
December 31, 2022, to Marie-Claire Janailhac-Fritsch as chairperson of the Board of Directors,
David Hale as Chief Executive Officer and Philippe Bourrinet as deputy Chief Executive Officer
Compensation of the Chairperson of the Board of Directors, Marie-Claire Janailhac-Fritsch
Summary of compensation of Marie-Claire Janailhac-Fritsch, Chairperson of the Board of Directors(in €)

Compensation granted for the fiscal year (including payroll taxes and benefits in kind)

2022

2021

117,416

117,416

Compensation for serving as a Director (a)43,200TOTAL COMPENSATION

160,616

45,600(b)

163,016(a) Given that directors’ compensation is considered investment income, it is not subject to payroll taxes.
(b) Amount proposed for a vote at the General Meeting of Shareholders of May 26, 2023.

Detailed table of the compensation awarded to Marie-Claire Janailhac-Fritsch,
Chairperson of the Board of Directors
Amounts due for of the fiscal year

Amounts paid during the fiscal year

2022

2021

2022

2021

Fixed compensation as Chairperson of the Board of
Directors (including payroll taxes)

110,000

110,000

110,000

110,000

Compensation as a Director (a)43,20045,60045,60048,000

7,416

7,416

7,416

7,416

163,016

163,016

165,416(in €)

Benefits in kind(b)

TOTAL COMPENSATION

160,616(c)(a) Given that directors’ compensation is considered investment income, it is not subject to payroll taxes.
(b) The Chairperson of the Board of Directors has health coverage and a welfare insurance policy. Contributions paid by Guerbet in 2022 totaled €2,466. She isalso covered by the “Article 83” funded pension plan. Contributions for 2022 totaled €4,950.
(c) Amount proposed for a vote at the General Meeting of Shareholders of May 26, 2023.

Summary of benefits of the Chairperson of the Board of Director
TABLE 11 ACCORDING TO THE RECOMMENDATIONS OF THE AFEP-MEDEF CODE AND AMF POSITION/RECOMMENDATION No. 2009-16

Employment
contract
Chairperson of the Board of Directors
Marie-Claire Janailhac-Fritsch

Yes

Supplementary
pension plan
No

Yes

X

X

Compensation or benefits due
or liable to be due following atermination or change of
duties

No

Yes

No
X

Compensation
relating to a noncompete clause
Yes

No
X

Start of term: May 27, 2011, reappointed on May 19, 2017
Expiration date: at the end of the 2023 General Meeting called to approve the 2022 financial statements

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4 REPORT OF THE BOARD OF DIRECTORS ON THE DRAFT RESOLUTIONS PRESENTED TO THE GENERAL MEETING
Appendix 2

Compensation of the Chief Executive Officer, David Hale
Summary of compensation awarded to the Chief Executive Officer, David Hale2022

(in €)

2021

759,894 (a)Compensation due for the fiscal year (including payroll taxes)
Multi-year compensation due:

1,056,375—• Value of performance shares issued during the fiscal year

436,500• Value of performance shares issued previously

—
(b)

—

• Value of performance shares distributed during the fiscal year
TOTAL—
512,240——

1,196,394

1,568,615(a) Including the variable annual compensation that will be submitted to the General Meeting of Shareholders of May 26, 2023, for a vote.
(b) Valuation based on the market price on the day before the issue dates (€17.46).

Details of compensation awarded to the Chief Executive Officer, David HaleAmounts due for the fiscal year2022

(in €)

Amounts paid during the fiscal year
2022

2021

2021

Fixed compensation (including payroll taxes)

469,500

469,500

469,500

469,500

Variable compensation (including payroll taxes)

290,394 (a)586,875

586,875

406,731

Exceptional compensation (including payroll taxes)
Benefits in kind(b)

TOTAL COMPENSATION

—

—

—

—

56,53656,44756,53656,539816,430

1,112,822

1,112,911

932,770(a) Gross amount submitted to the General Meeting of Shareholders of May 26, 2023, for a vote.
(b) David Hale received €56,536 in benefits in kind in 2022. These benefits comprise:• the same supplementary health and death insurance system as Group employees in France: €1,720;• the same welfare insurance and health insurance plan as Group employees in France: €4,422;• GSC unemployment insurance: €29,799;• a company car: €5,787;• the “Article 83” funded pension plan: €14,808.

Performance shares awarded to the Chief Executive Officer during the 2022 fiscal year

David Hale

Plan date (Boardof Directors)

Number of sharesissued during the
fiscal year

Value of shares(in €) (a)Vesting date

Availability date

Performance
condition

September 21,
2022

25,000€436,500

September 22,
2022

September 22,
2025

100%

(a) Unit value of €17.46 corresponding to the opening price on the issue date for 25,000 shares.

The performance conditions for this issue are as follows:• acquisition of 30% of the performance shares is subject to a performance condition based on Guerbet’s Relative TSR comparedwith 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 CSR criterion fulfillment (according to the percentage of employees
who participated in a skills development action during the year).

20

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Appendix 2

4

Summary table of benefits of the Chief Executive Officer
TABLE 11 ACCORDING TO THE RECOMMENDATIONS OF THE AFEP-MEDEF CODE AND AMF POSITION/RECOMMENDATION No. 2009-16

Chief Executive Officer

Employment contract
Yes
No

David Hale
Start of term: January 1, 2020

Supplementary
pension plan
Yes
No

X

Compensation or benefits due or liable
to be due following a termination or Compensation relating to achange of duties
non-compete clause
Yes
No
Yes
No

X

X

X

Compensation of the Deputy Chief Executive Officer, Philippe Bourrinet(Group Chief Pharmacist)
Philippe Bourrinet has been Deputy Chief Executive Officer
since March 24, 2021.

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

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 “Policyon the compensation of Deputy Chief Executive Officer (Group
Chief Pharmacist).”Summary of the compensation awarded to Philippe Bourrinet, Deputy CEO
2022

2021

11,500

10,225(in €)

Compensation for corporate office held (including payroll taxes)
Value of performance shares distributed during the fiscal year
TOTAL

—

—

11,500

10,225

Details of the compensation awarded to Philippe Bourrinet, Deputy CEO
Amounts due for the fiscal year

Amounts paid during the fiscal year

2022

2021

2022

2021

Compensation for the corporate office(including payroll taxes)

11,500 (a)11,50011,500

10,225TOTAL COMPENSATION

11,50011,50011,500

10,225(in €)(a) Theoretical annual premium for the office.

Summary of benefits of the Deputy Chief Executive Officer
TABLE 11 ACCORDING TO THE RECOMMENDATIONS OF THE AFEP-MEDEF CODE
AND ACCORDING TO AMF POSITION/RECOMMENDATION No. 2009-16

Deputy Chief
Executive Officer

Employment contract

Philippe Bourrinet

X

Yes

No

Supplementary pension
plan
Yes

No

Compensation or benefits
due or liable to be due
following a termination orchange of duties
Yes

X

No
X

Compensation relating toa non-compete clause
Yes

No
X

Start of term: March 24, 2021

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4 REPORT OF THE BOARD OF DIRECTORS ON THE DRAFT RESOLUTIONS PRESENTED TO THE GENERAL MEETING
Appendix 3

APPENDIX 3
Approval of the principles and criteria for determining, distributing, and granting the fixedand variable components of the total compensation and benefits of any kind that may be granted
to Marie-Claire Janailhac-Fritsch as Chairperson of the Board of Directors, David Haleas Chief Executive Officer, and Philippe Bourrinet as deputy Chief Executive Officer
Compensation policy for company officers
The information set forth below is part of the compensation
policy for company officers established in accordance with
Article 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
company 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
compensation components 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 compensation components
for the company officer concerned under the conditions
provided for in Article L. 225-100 of the French Commercial
Code.
The compensation policy applicable to company officers isdetermined by the Board of Directors on the basis ofrecommendations made by the Appointments andCompensation Committee and is reviewed annually. Guerbet’s
Appointments and Compensation Committee has no corporate
officers and is composed of a majority of independent directors
and chaired by one of them in accordance with therecommendations of Article 18.1 of the Afep-Medef Code on
the composition 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
compensation components (annual fixed, annual variable,
multi-year variable) and in light of the compensation policy
in force in the Company;

22• a concern for attractiveness and retention to attract,
motivate, and retain talent, while taking into account therequirements of stakeholders, including shareholders, interms of social and environmental 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 thatthese principles are correctly applied in connection withrecommendations to the Board of Directors, both in thedevelopment of the compensation policy and in its
implementation and in the establishment of the amounts orvaluations of compensation or benefits.
The compensation policy for corporate officers, in particular
their variable compensation, is part of the Company’s short-,
medium-, and long-term strategy. The objectives for the Chief
Executive Officer are based on the Company’s medium- andlong-term strategic plans. The annual variable compensation
criteria are the short-term (one year) version of the objectives ofthe medium- and long-term strategic plan. The Chairperson of
the Board does not receive variable compensation. The Deputy
Chief Executive Officer may receive variable compensation for
the employment contract and not for the corporate office. The
performance criteria for determining multi-year variable
compensation are set out in the medium- and long-term strategicplans.
The criteria for awarding compensation are determined inorder to be consistent with the corporate interest of the Guerbet
group and to help ensure its sustainability. The compensation of
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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Appendix 3

Policy on compensationof the Chairperson of the Boardof Directors (Non-executive officer)

responsibilities entailed by this position or if it diverges further
away from the benchmark market. In such specific situations thenature of any adjustment to the fixed compensation and theassociated reasons are publicly disclosed.

Compensation structure

For the 2022 fiscal year, the fixed annual compensation of the
Chairperson of the Board of Directors was maintained at€110,000.

The Chairperson of the Board of Directors receives totalcompensation consisting of:• fixed compensation for serving as Chairperson;• compensation for her activity as a director;• group welfare insurance and health insurance plans;• a supplementary pension plan.
Consistent with her 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 compensationor any multi-year variable compensation and is not part of 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 company 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.

Fixed annual compensation for 2023
On the proposal of the Appointments and Compensation
Committee and after deliberation by the Board of Directors on
March 22, 2023, the annual fixed compensation of the
Chairperson of the Board of Directors for the 2023 fiscal year ismaintained at €110,000, subject to approval by the Annual
General Meeting called to approve the financial statements for the2022 fiscal year to be held on May 26, 2023.

Compensation for her activity 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.

Fixed annual compensation

Benefits in kindGroup welfare insurance and health insurance plans

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 to this typeof corporate office.

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:

Accordingly, the following factors are taken into account in its
determination:• an “incapacity, disability, or death” benefit plan;• 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 that
the Company is properly governed and that its governancebodies (Board of Directors and its Committees, 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 compensation policy may be changed during the term of
the corporate office and prior to its renewal if there is asignificant change in the company’s scope and in the4• 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 compensation components
The Chairperson of the Board of Directors does not have use of
a company car.
She will not receive severance pay if her corporate office isterminated.

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4 REPORT OF THE BOARD OF DIRECTORS ON THE DRAFT RESOLUTIONS PRESENTED TO THE GENERAL MEETING
Appendix 3

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

The structure of the Chief Executive Officer’s compensation isbroken down as follows:• 1/3 fixed annual compensation, not subject to performance
conditions;Compensation structure
The policy on the Chief Executive Officer’s compensation aims
to strike a balance between long-term and short-term
performance in order to promote the development of thecompany for all its stakeholders.

• 1/3 variable annual compensation, subject to performance
conditions;• 1/3 multi-year variable
performance conditions.

compensation,subjecttoAs 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.
33%

66%

of compensation without
performance conditionsof compensation subject toperformance conditions
PERFORMANCE CONDITIONS
Present at the end of the vesting period
70% financial performance
30% CSR performance
PERFORMANCE CONDITIONS
Implementation of current strategic plan
Commercial performance
Financial performance
Industrial performance
CSR performance

33%
MULTI-YEAR> Performance
shares33%
ANNUAL> Fixedcompensation

33%
ANNUAL> Variable
compensation

Fixed annual compensation
The Chief Executive Officer’s fixed annual compensation isawarded as payment for the responsibilities inherent to such a
position.
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 of thehealthcare industry in France to ensure attractive,competitive compensation levels.
For the 2022 fiscal year, the Chief Executive Officer’s annual
fixed compensation was maintained at €469,500.

Fixed annual compensation for 2023
On the proposal of the Appointments and Compensation
Committee and after deliberation by the Board of Directors
on March 22, 2023, the Chief Executive Officer’s annual
fixed compensation for the 2023 fiscal year is maintainedat €469,500, subject to approval by the Annual General
Meeting called to approve the financial statements for the2022 fiscal year to be held on May 26, 2023.

Variable annual compensation
Calculation
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 fixed annualcompensation. If the objectives are exceeded, it may amount toa maximum of 150% of the fixed annual 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.
The variable annual 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 under which no variable compensation
is paid;24

GUERBET • 2023 NOTICE OF MEETING BROCHURE< < CONTENTSREPORT OF THE BOARD OF DIRECTORS ON THE DRAFT RESOLUTIONS PRESENTED TO THE GENERAL MEETING
Appendix 3• the variable compensation target level, corresponding to theamount due when each objective is achieved; and• the criteria for assessing quantitative and qualitative
performance.
Therefore:• 0% of the premium below a minimum threshold ofachievement of the objectives;• 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 term of office
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.

2023 Objectives
The Chief Executive Officer’s variable compensation for2023 will be based on quantitative, financial, non-financial,and qualitative criteria tied to the progress of key projects
for the Group’s development. The performance conditions
are detailed as follows:(1)Company performance (sales, EBITDA, free cash flow);(2)Corporate Social Responsibility with the objectives ofachieving a Safety Index (including a reduction in thenumber of incidents recorded at the Group level),
reducing relative energy and water consumption, andproviding the staff with professional development
opportunities;(3)The progress of the company’s key and strategic
projects.

4

System and conditions
Guerbet’s multi-year compensation system currently consists
solely of the issue of performance shares.
On the recommendation of the Appointment 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 endof the term of office (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 must keep 20% of the issued shares inregistered form 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, 20% of which fully vested must be retained inregistered form until the end of the term of office.

Multi-year variable compensation
Objective
Since 2016, Guerbet’s Board of Directors has introduced theissue 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 inview of the role’s expected level of direct contribution to thecompany’s medium- and long-term performance in line with theobjectives communicated to the market. The compensation
helps to increase the company officer’s motivation and loyalty
while aligning the company officer’s interests with those of theCompany’s Stakeholders and its corporate interest.

Exceptional compensation
Exceptional compensation
exceptional circumstances.

may

also

be

awardedin

Benefits in kindGroup welfare insurance and health insurance plans
The Chief Executive Officer is a beneficiary under the following
plans, subject to the same terms and conditions applicable toall employees of the Group’s French entities:• an “incapacity, disability, or death” benefit plan;• a supplementary health insurance plan.

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4 REPORT OF THE BOARD OF DIRECTORS ON THE DRAFT RESOLUTIONS PRESENTED TO THE GENERAL MEETING
Appendix 3

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 Article L. 141-1 etseq. It is a retirement savings policy in accordance with
Article 107 of Act 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
employer-based. The employer contributions of 4.5% aremonthly. There are no tax charges associated with the policies.

Unemployment insurance coverage
Guerbet has taken out a private unemployment insurance
policy with the French association of unemployment insurance
for corporate officers (Association pour la garantie sociale deschefs et dirigeants d’entreprises – GSC). Under this policy,
benefits would be payable if the Chief Executive Officer wereto lose this office.

Company car
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).

Compensation for serving as a Director
A 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.

Termination compensation
The Chief Executive Officer does not receive any commitment
from the Company regarding compensation or benefits owed
due to the termination or change of his office.

Policy on the compensation of Deputy Chief
Executive Officer (Group Chief Pharmacist)
Fixed annual compensation for the Deputy Chief
Executive Officer, Chief Pharmacist
The Deputy Chief Executive Officer receives “Chief Pharmacist”
compensation for serving in this role for the 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.
The Deputy Chief Executive Officer may also be an employeeof the Company with an employment contract for the position
that he holds. In that case, the Deputy Chief Executive Officer
receives fixed annual compensation and variable annualcompensation according to the conditions in force for Group
employees.

Compensation for 2023
On the proposal of the Appointments and Compensation
Committee and after deliberation by the Board of Directors on
March 22, 2023, the annual fixed compensation of the
Deputy Chief Executive Officer – Chief Pharmacist – for the2023 fiscal year is set at €11,500, subject to approval by the
Annual General Meeting called to approve the financial
statements for the 2022 fiscal year, to be held on May 26,
2023.

Multi-year variable compensation
The Deputy Chief Executive Officer does not receive multi-year
variable compensation.

Compensation for serving as a Director
A 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 thisrespect.

Termination compensation
The Deputy Chief Executive Officer does not receive any
commitment from the Company regarding compensation or
benefits owed due to the termination or change of his office.

Exceptional compensation
Exceptional compensation
exceptional circumstances.

may

also

be

awardedin

Other compensation components
The Deputy Chief Executive Officer does not receive any otherform of compensation for this office.

26

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Appendix 3

Directors’ compensation
The compensation policy aims to compensate Directors for theircommitment to corporate governance. It incorporates anidentical fixed share for all Directors and a variable shareaccording to meeting attendance criteria.
As is the case for company officers, changes in thecompensation of Directors are decided in accordance with thelabor and compensation policy applicable to all employees.
At the General Meeting scheduled for May 26, 2023, theShareholders will be asked to approve the compensation

4

granted to the Directors for the 2022 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.
The Chairpersons of each of the Committees receive anadditional variable portion, justified by the workload andadditional responsibility that this function entails.
Olivier Fougère and Jean-Sébastien Raynaud, Directors
representing the employees, do not receive compensation.

AMOUNT OF COMPENSATION TO BE DISTRIBUTED FOR 2022 FOR SERVING AS A DIRECTOR

Director

Annual fixed portion

Variable portion

Net total

M.-C. Janailhac-Fritsch€6,000€37,200€43,200

C. Dagommer€2,000€14,400€20,400

€0

€0

€0

M. Fouquet€6,000€27,600€33,600

É. Guerbet€6,000€24,000€30,000

D. Izabel€6,000€37,200€43,200

C. Lamort€6,000€25,200€31,200

N. Louvet€6,000€26,400€32,400

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

M. Massiot€4,400€16,800€22,800

O. Fougère (employee-elected director)

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

€0

€0

€0

T. Viort€6,000€33,600€39,600

TOTAL

54,400

264,000

324,000

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4 REPORT OF THE BOARD OF DIRECTORS ON THE DRAFT RESOLUTIONS PRESENTED TO THE GENERAL MEETING
Appendix 4

APPENDIX 4
Information about Directors proposed for appointment or reappointment

Pascale AUGERDIRECTOR

Independent
CAREER HISTORY• Managing Director of the RABOT DUTILLEUL Group (2019-2020)• Managing Director of Mauboussin (2017-2018)
Date of birth:
October 23, 1962
Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte – France• Head of Global Master Data Management within the Global Business Services
department of the LAFORGEHOLCIM Group (2016-2017)• Chief Development Officer to Maurice RICCI, Pre-founder 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 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, Doctor in robotics and industrial organization and robotics

Current offices held in French companies• Chair of the Audit Committee and Independent Director of EXEL Industries (since 2018)• Chair of the Board of Directors of PRODEVAL (since 2021)• Chair of the Nominations, Remuneration and Governance Committee, Independent
Director of ICAPE (since 2021)

Current offices held in foreign companies
None

Offices held over the last five years
FRENCH COMPANIESMember of the RDH Advisory Board and of the Nominations and Remuneration Committee(2016-2019)
FOREIGN COMPANIES

None

28

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Appendix 44Carine DAGOMMER
DIRECTOR

Non-independent: member of the Guerbet family
CAREER HISTORY• Marketing management functions in the Uriage, Puressentiel, and Nuxe dermocosmeticlaboratories (Paris) since 2018
• Head of sales and marketing – Valeur Absolue Parfums (Geneva) 2014–2015
Date of birth:
July 10, 1970
Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte - France
Board of Directors co-optation date:
September 22, 2021
First appointment to the Board:
May 20, 2022
End of term of office:2023 General Meeting• International marketing manager for make-up and fragrance – Elizabeth Arden
International (Geneva) 2001–2011• Export manager for the Latin America & Caribbean region, then key accounts manager
for France & Belgium – Escada Beauté Group (Paris) 1998–2001• Department store manager – Parfums Grès (Paris) 1996–1998
EDUCATION• Master 2 (DESS) International Business (Université R. Schuman, Strasbourg)• ESSEC Global BBA

Current offices held
AT GUERBET• Director• Member of the Appointment and Compensation Committee
2022 meeting attendance rate

Board of Directors: 91%
Appointment and Compensation Committee: 100%

Current offices held in French companies
None

Current offices held in foreign companies
None

Offices held over the last five years
FRENCH COMPANIESNoneFOREIGN COMPANIESNoneGUERBET • 2023 NOTICE OF MEETING BROCHURE

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4 REPORT OF THE BOARD OF DIRECTORS ON THE DRAFT RESOLUTIONS PRESENTED TO THE GENERAL MEETING
Appendix 4

Éric GUERBETDIRECTOR

Non-independent: member of the Guerbet family
Secretary of the Shareholding Agreement
CAREER HISTORY• Head of the IT Global Regulatory & Transaction Reporting program at BNP Paribas –Corporate & Institutional Banking – Global Markets (Paris) since June 2021
Date of birth:
August 4, 1976
Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte - France
First appointment to the Board:
May 19, 2017
Date of last reappointment:
Not applicableEnd of term of office:2023 General Meeting• Head of the IT Global P&L (Profit & Loss) program at BNP Paribas – Corporate &Institutional Banking – Global Markets (Paris) 2016–2021• Head of the IT Murex BO Settlement/Interest Rate & Credit Derivatives program at BNPParibas – Corporate & Institutional Banking – Global Markets (Paris) 2010–2015• IT Project Manager at BNP Paribas (London) from 2003 to 2009
• IT Project Manager at BNP Paribas (Singapore) from 2000 to 2003
EDUCATION• Information Systems Engineer (ESME engineering school)

Current offices held
AT GUERBET• Director• Member of the Strategy and Innovation Committee• Member of the Appointment and Compensation Committee
2022 meeting attendance rate

Board of Directors: 82%
Appointment 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 companies
None

Offices held over the last five years
FRENCH COMPANIESNoneFOREIGN COMPANIES

None

30

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Appendix 4

4Thibault VIORTDIRECTOR

Independent
CAREER HISTORY• CEO New Business of AccorHotels and member of the Executive Committee
from 2018 to 2020
• Chief Disruption and Growth Officer of AccorHotels (2016–2018)
Date of birth:
September 24, 1972

• Creation and development of several companies (Novao, Abileo, Ysance, IsCool,
Actimos, LaTeam AI)• Teaching at École Polytechnique and Sciences Po Paris

Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte - France• Mentoring for several start-ups (Openclassrooms, Des bras en plus)

First appointment to the Board:
May 19, 2017

Current offices held

Date of last reappointment:
Not applicable• Director

End of term of office:2023 General Meeting• Member of the Strategy and Innovation Committee

EDUCATION• Information Systems Engineer (EPITA 1996)
AT GUERBET• Chairperson of the Appointment and Compensation Committee• Audit Committee member• Member of the Ethics, Governance, and CSR Committee
2022 meeting attendance rate

Board of Directors: 91%
Strategy and Innovation Committee: 86%
Audit Committee: 80%
Ethics, Governance, and CSR Committee: 100%
Appointment 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 Recruiters Club SAS• Director, Studapart• Director, Swile

Current offices held in foreign companies
None

Offices 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
FOREIGN COMPANIESNoneGUERBET • 2023 NOTICE OF MEETING BROCHURE

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5
Draft

resolutions

Resolutions presented to the Ordinary General Meeting
FIRST RESOLUTION
Approval of the individual financial statements for the fiscal year ended December 31, 2022
The General Meeting, acting under the conditions of quorum
and majority required for ordinary general meetings, after
having reviewed the reports of the Board of Directors and thestatutory auditors, approves the individual financial statements
for the fiscal year ended December 31, 2022, including thebalance sheet, the income statement, and the notes, aspresented to it, showing a loss of €77,407,478, as well as
the transactions reflected in these financial statements andsummarized in these reports.

SECOND RESOLUTION
Approval of the consolidated financial statements for the fiscal year ended December 31, 2022
The General Meeting, acting under the conditions of quorum
and majority required for ordinary general meetings, after
having reviewed the reports of the Board of Directors and the
Statutory Auditors, approves the consolidated financial
statements for the fiscal year ended December 31, 2022,

including the balance sheet, the income statement, and thenotes, as presented to it, as well as the transactions reflected inthese financial statements and summarized in these reports,
which show a loss of €41,115,866.

THIRD RESOLUTION
Appropriation of the result for the fiscal year ended December 31, 2022, and determinationof the dividend amount
The General Meeting, acting under the conditions of quorum
and majority required for ordinary general meetings, after
having reviewed the reports of the Board of Directors and the
Statutory Auditors on the proposal of the Board of Directors,

resolves to appropriate the net accounting loss for the fiscal
year ended December 31, 2022, of €77,407,478 asfollows:(in €)Net income-77,407,478

Positive retained earnings

110,851,466

Total to be appropriated33,443,988

Appropriation to the statutory reserve

32—

Total distributable

33,443,988

Statutory dividend

758,467

Supplemental dividend

5,562,091

Total net dividend

6,320,558

BALANCE APPROPRIATED TO RETAINED EARNINGS

27,123,431

GUERBET • 2023 NOTICE OF MEETING BROCHURE< < CONTENTS

DRAFT RESOLUTIONSResolutions presented to the Ordinary General Meeting

The General Meeting therefore resolves to pay a dividend of€0.50 per share. The dividend will be payable beginning on
July 1, 2023.
Pursuant to the provisions of Article 243 bis of the French
General Tax Code, it is specified that, under the conditions
defined by the laws and regulations in force, this grossdividend will be subject to a single withholding tax at a total
rate of 30% (i.e. 12.8% for income tax and 17.2% for social
security contributions), unless the taxpayer opts for the
progressive scale of income tax, which would in this case5

apply to all capital income received in 2022. In case of the
progressive scale option, this option will provide eligibility forthe 40% proportional reduction provided for in Article 158-3-2of the French General Tax Code, i.e. €0.20 per share. This
scheme is applicable to individuals domiciled for tax purposes
in France.
In accordance with Article 243 bis of the French General Tax
Code, the distributions made for the past three fiscal years areindicated below:

Gross dividend per share(a)Distributed dividend fully eligible
for the 40% reduction referred toin Article 158-3-2 of the French(b)General Tax CodeYear

Total amount distributed

2019€8,817,312.70

€0.70

€0.28

2020

€8,821,871.80

€0.70

€0.28

2021

€10,744,947.75

€0.85

€0.35

(a) Before taxes and social security contributions.
(b) For individuals whose country of tax residence is France in case of the option for the progressive income tax scale.

The General Meeting resolves that, in accordance with theprovisions of Article L. 225-210 of the French Commercial
Code, the amount of the dividend corresponding to the sharesthat the Company holds at the time of payment will beappropriated to “retained earnings.”

FOURTH RESOLUTION
Special report of the Statutory Auditors on regulated agreements and commitments referred
to in Articles L. 225-38 et seq. of the French Commercial CodeThe General Meeting, acting under the conditions of quorum
and majority required for ordinary general meetings, after
having reviewed the report of the Board of Directors and thespecial report of the Statutory Auditors presented pursuant to
Article L. 225-40 of the French Commercial Code on theregulated agreements and commitments referred to in Articles
L. 225-38 et seq. of the same code, approves the terms of thesaid report, which acknowledges the absence of any
agreement within the scope of the aforementioned Article
L. 225-38 and occurring during the fiscal year ended
December 31, 2022, as well as the absence of regulatedagreements and regulated commitments previously approvedthat continued during the past fiscal year.

FIFTH RESOLUTION
Approval, pursuant to Article L. 22-10-34 I of the French Commercial Code, of the information
mentioned in Article L. 22-10-9 I of that code on the compensation of company officers
The General Meeting, acting under the conditions of quorum
and majority required for ordinary general meetings, after
having reviewed the corporate governance report referred to in
Article L. 225-37 of the French Commercial Code andappearing in section 2.4 of the Company’s 2022 Universal
Registration Document, approves, pursuant to Article

L. 22-10-34 I of the French Commercial Code, the information
mentioned in Article L. 22-10-9 I of the French Commercial
Code and presented therein on the compensation of thecompany officers for the fiscal year ended December 31,
2022, as presented in the aforementioned report.

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SIXTH RESOLUTION
Approval, pursuant to Article L. 22-10-34 II of the French Commercial Code, of the fixed, variable,
and exceptional components of the total compensation and benefits of any kind paid during the fiscal
year ended December 31, 2022, or granted for the same fiscal year to Marie-Claire Janailhac-Fritsch
as Chairperson of the Board of Directors
The General Meeting, acting under the conditions of quorum
and majority required for ordinary general meetings, after
having reviewed the corporate governance report referred to in
Article L. 225-37 of the French Commercial Code andappearing in section 2.4 of the Company’s 2022 Universal
Registration Document, approves, pursuant to Article

L. 22-10-34 II of the French Commercial Code, the fixed,variable, and exceptional components of the totalcompensation and benefits of any kind paid during the fiscal
year ended December 31, 2022, or granted for the same
fiscal year to Marie-Claire Janailhac-Fritsch, Chairperson of theBoard of Directors, as presented in the aforementioned report.

SEVENTH RESOLUTION
Approval, pursuant to Article L. 22-10-34 II of the French Commercial Code, of the fixed, variable,
and exceptional components of the total compensation and benefits of any kind paid during the fiscal
year ended December 31, 2022, or granted for the same fiscal year to David Hale as
Chief Executive Officer
The General Meeting, acting under the conditions of quorum
and majority required for ordinary general meetings, after
having reviewed the corporate governance report referred to in
Article L. 225-37 of the French Commercial Code andappearing in section 2.4 of the Company’s 2022 Universal
Registration Document, approves, pursuant to Article

L. 22-10-34 II of the French Commercial Code, the fixed,variable, and exceptional components of the totalcompensation and benefits of any kind paid during the fiscal
year ended December 31, 2022, or granted for the same
fiscal year to David Hale, Chief Executive Officer, as presented
in the aforementioned report.

EIGHTH RESOLUTION
Approval, pursuant to Article L. 22-10-34 II of the French Commercial Code, of the fixed, variable,
and exceptional components of the total compensation and benefits of any kind paid during the fiscal
year ended December 31, 2022, or granted for the same fiscal year to Philippe Bourrinet
as Deputy Chief Executive Officer
The General Meeting, acting under the conditions of quorum
and majority required for ordinary general meetings, after
having reviewed the corporate governance report referred to in
Article L. 225-37 of the French Commercial Code andappearing in section 2.4 of the Company’s 2022 Universal
Registration Document, approves, pursuant to Article

L. 22-10-34 II of the French Commercial Code, the fixed,variable, and exceptional components of the totalcompensation and benefits of any kind paid during the fiscal
year ended December 31, 2022, or granted for the same
fiscal year to Philippe Bourrinet, Deputy Chief Executive Officer,
as presented in the aforementioned report.

NINTH RESOLUTION
Approval, pursuant to Article L. 22-10-8 I of the French Commercial Code, of the compensation policy
applicable to Marie-Claire Janailhac-Fritsch as Chairperson of the Board of Directors
The General Meeting, acting under the conditions of quorum
and majority required for ordinary general meetings, after
having reviewed the corporate governance report referred to in
Article L. 225-37 of the French Commercial Code andappearing in section 2.4 of the Company’s 2022 Universal
Registration Document, approves, pursuant to Article34

L. 22-10-8 I of the French Commercial Code, thecompensation policy applicable to Marie-Claire JanailhacFritsch as Chairperson of the Board of Directors, as defined by
the Company’s Board of Directors on the proposal of theCompensation Committee and presented in the aforementioned
report.

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5

TENTH RESOLUTION
Approval, pursuant to Article L. 22-10-8 I of the French Commercial Code, of the compensation policy
applicable to David Hale as Chief Executive Officer
The General Meeting, acting under the conditions of quorum
and majority required for ordinary general meetings, after
having reviewed the corporate governance report referred to in
Article L. 225-37 of the French Commercial Code andappearing in section 2.4 of the Company’s 2022 Universal
Registration Document, approves, pursuant to Article

L. 22-10-8 I of the French Commercial Code, thecompensation policy applicable to David Hale as Chief
Executive Officer, as defined by the Company’s Board of
Directors on the proposal of the Compensation Committee andpresented in the aforementioned report.

ELEVENTH RESOLUTION
Approval, pursuant to Article L. 22-10-8 I of the French Commercial Code, of the compensation policy
applicable to Philippe Bourrinet as Deputy Chief Executive Officer
The General Meeting, acting under the conditions of quorum
and majority required for ordinary general meetings, after
having reviewed the corporate governance report referred to in
Article L. 225-37 of the French Commercial Code andappearing in section 2.4 of the Company’s 2022 Universal
Registration Document, approves, pursuant to Article

L. 22-10-8 I of the French Commercial Code, thecompensation policy applicable to Philippe Bourrinet as Deputy
Chief Executive Officer, as defined by the Company’s Board of
Directors on the proposal of the Compensation Committee andpresented in the aforementioned report.

TWELFTH RESOLUTION
Approval, pursuant to Article L. 22-10-8 I of the French Commercial Code, of the compensation policy
applicable to the Directors
The General Meeting, acting under the conditions of quorum
and majority required for ordinary general meetings, after
having reviewed the corporate governance report referred to in
Article L. 225-37 of the French Commercial Code andappearing in section 2.4 of the Company’s 2022 Universal
Registration Document, approves, pursuant to Article

L. 22-10-8 I of the French Commercial Code, thecompensation policy applicable to the Company’s directors, as
defined by the Company’s Board of Directors on the proposalof the Compensation Committee and presented in the
aforementioned report.

THIRTEENTH RESOLUTION
Determination of the amount of the overall annual compensation to be paid to the directors
The General Meeting, acting under the conditions of quorum
and majority required for ordinary general meetings, after
having reviewed the report of the Board of Directors, resolves
to set, for the fiscal year beginning on January 1, 2023, theamount of the annual fixed sum provided for in Article

L. 225-45 of the French Commercial Code to be allocated to
the Directors as compensation for their duties at €335,000,
leaving it to the Board of Directors to determine the distribution
and date of payment of this compensation.

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5 DRAFT RESOLUTIONSResolutions presented to the Ordinary General Meeting

FOURTEENTH RESOLUTION
Appointment of Pascale Auger as director
The General Meeting, acting under the conditions of quorum
and majority required for ordinary general meetings, after
having reviewed the report of the Board of Directors, appoints
Pascale Auger as director to replace Marie-Claire

Janailhac-Fritsch, whose term of office expires on this day, for aterm of five years until the end of the Ordinary General
Meeting to be held in 2028 to approve the financial
statements for the fiscal year ending December 31, 2027.

FIFTEENTH RESOLUTION
Reappointment of Carine Dagommer as director
The General Meeting, acting under the conditions of quorum
and majority required for ordinary general meetings, after
having reviewed the report of the Board of Directors duly
noting that Carine Dagommer’s term of office as director

expires on this day, resolves to approve reappointment for aterm of five years, which will end following the Ordinary
General Meeting to be held in 2028 to approve the financial
statements for the fiscal year ending December 31, 2027.

SIXTEENTH RESOLUTION
Reappointment of Éric Guerbet as director
The General Meeting, acting under the conditions of quorum
and majority required for ordinary general meetings, after
having reviewed the report of the Board of Directors duly
noting that Éric Guerbet’s term of office as director expires on

this day, resolves to approve reappointment for a term of six
years, which will end following the Ordinary General Meeting
to be held in 2029 to approve the financial statements for the
fiscal year ending December 31, 2028.

SEVENTEENTH RESOLUTION
Reappointment of Thibault Viort as director
The General Meeting, acting under the conditions of quorum
and majority required for ordinary general meetings, after
having reviewed the report of the Board of Directors duly
noting that Thibault Viort’s term of office as director expires on

this day, resolves to approve reappointment for a term of one
year, which will end following the Ordinary General Meeting
to be held in 2024 to approve the financial statements for the
fiscal year ending December 31, 2023.

EIGHTEENTH RESOLUTION
Appointment of the company Mazars as Co-Principal Statutory Auditor to replace Deloitte & Associés
The General Meeting, acting under the conditions of quorum
and majority required for Ordinary General Meetings, after
having reviewed the report of the Board of Directors, resolves
to appoint MAZARS, whose registered office is located at
61, rue Henri Regnault, Tour Exaltis, 92400 Courbevoie La
Défense, as Co-Principal Statutory Auditor for a term of six

36

fiscal years to replace Deloitte & Associés, whose term of office
expires at the end of the present General Meeting. Its term ofoffice will expire at the end of the Ordinary General Meeting
to be called in 2029 to approve the financial statements for the
fiscal year ending December 31, 2028.

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DRAFT RESOLUTIONSResolutions presented to the Ordinary General Meeting

5

NINETEENTH RESOLUTION
Authorization for the Board of Directors to trade in the Company’s shares
The General Meeting, acting under the conditions of quorum
and majority required for ordinary general meetings, after
having reviewed the report of the Board of Directors:
1. Authorizes the Board of Directors, with the right tosubdelegate under the conditions prescribed by laws andregulations, in compliance with the provisions of Articles
L. 22-10-61 et seq. and L. 225-210 of the French
Commercial Code, to purchase or arrange the purchase of,on one or more occasions and at the times that it deems
appropriate, a number of shares of the Company that may
not exceed:i.

10% of the total number of shares making up the sharecapital at any time whatsoever; orii. 5% of the total number of shares making up the sharecapital acquired by the Company in order to retain
them, deliver them for payment later, or exchange themas part of a merger, demerger, or transfer.
These percentages apply to a number of shares adjusted,
where appropriate, depending on the transactions that may
affect the share capital after this General Meeting.
Acquisitions made by the Company may under nocircumstances lead the Company to hold at any time morethan 10% of the shares comprising its share capital.
2. Resolves that this authorization may be used to:a. Ensure liquidity and stimulate the market for theCompany’s shares through an investment services
provider acting independently under a liquidity contract
consistent with the market practice admitted by the
French financial markets authority (AMF) on
July 1, 2021;
b. Allocate shares to the company officers and employeesof the Company and other Group entities, and inparticular in connection with (i) profit sharing, (ii) any
Company stock option plan, pursuant to the provisionsof Articles L. 225-177 and L. 22-10-56 et seq. of theFrench Commercial Code, or (iii) any savings plan inaccordance with the provisions of Articles L. 3331-1 etseq. of the French Labor Code, or (iv) any freeallocation of shares pursuant to the provisions of Articles
L. 225-197-1 et seq. and L. 22-10-59 et seq. of theFrench Commercial Code, and carry out any hedging
operations relating to these transactions, under theconditions specified by the market authorities and at thetimes deemed appropriate by the Board of Directors or
the person acting on the authority of the Board of
Directors;c. Tender the Company’s shares upon the exercise ofrights attached to securities granting direct or indirectaccess through redemption, conversion, exchange,
presentation of warrants, or any other means to theallocation of the Company’s shares under the
regulations in force and carry out all hedging
operations related to these transactions, under theconditions provided for by the market authorities and at
the times deemed appropriate by the Board of Directors
or by the person acting on the authority of the Board of
Directors;d. Hold the Company’s shares and subsequently tenderthem for payment or exchange in connection with any
external growth operations;e. Cancel all or part of the shares thus purchased;f.

Implement any market practice that would come to be
admitted by the AMF and, more generally, carry out
any operation complying with the regulations in force.

3. Resolves that the maximum unit purchase price may not begreater than €100 per share, excluding costs. However,for operations on the Company’s capital, particularly themodification of the share’s nominal value, a capitalincrease by capitalization of reserves followed by thecreation and free allocation of shares, a stock split, or areverse stock split, the Board of Directors may adjust the
aforementioned maximum purchase price to take into
account the impact of these operations on the value of theCompany’s shares.
4. Resolves that the acquisition, disposal, or transfer of theseshares may be done and paid for by any means
authorized by the regulations in force, on a regulated
market, on a multilateral trading system, with a systematicinternalizer or by mutual agreement, in particular by theacquisition or sale of blocks, by the use of options or otherderivatives, warrants, or, more generally, securities giving
access to shares of the Company at the times deemed
appropriate by the Board of Directors.
5. Resolves that the Board of Directors may not, without theprior authorization from the General Meeting, make use ofthis authorization once a third party has submitted a
proposed public offer for the Company’s shares, until theend of the offer period.

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5 DRAFT RESOLUTIONSResolutions presented to the Extraordinary General Meeting

6. Resolves that the Board of Directors will have full powers,
with the right to subdelegate under the conditionsprescribed by laws and regulations, to carry out, incompliance with the applicable laws and regulations, theallocations and, where applicable, the permitted
reallocations of repurchased shares in view of one of theobjectives of the program for one or more of its otherobjectives, or their disposal, on or off the market.
a. All powers are therefore conferred on the Board of
Directors, with the right to subdelegate under conditionsprescribed by laws and regulations, to implement thisauthorization, specify its terms if necessary, and set theprocedures under the legal conditions and thisresolution and, in particular, place all stock market
orders, enter into any agreements, in particular for the

keeping of share purchase and sale records, make any
declarations to the AMF or any other competentauthority, establish any document, particularly
information documents, complete all formalities, and, ingeneral, do whatever is necessary.
b. As required by law, the Board of Directors must informthe General Meeting of the operations carried out
under this authorization.
7. Resolves that this authorization, which cancels and replaces
the authorization granted by the nineteenth resolution of theGeneral Meeting of May 20, 2022, is granted for aperiod of eighteen (18) months from the present General
Meeting.

Resolutions presented to the Extraordinary General Meeting
TWENTIETH RESOLUTION
Amendment of article 12 of the articles of articles of association, “Powers of the Board of Directors,”
to specify the duties of the Board of Directors
The General Meeting, acting under the conditions of quorum and majority required for extraordinary general meetings, after having
reviewed the report of the Board of Directors on the draft resolutions, resolves to:• to amend the first paragraph of Article 12 of the articles of association as follows, to reflect changes in legislation in accordancewith Article L. 225-35 of the French Commercial Code (Code de commerce), which defines the duties of the Board of Directors
and is amended by Act no. 2022-296 of March 2, 2022;• the remainder of the provisions of article 12 of the Company’s articles of association remain unchanged.
Former wording

New wording

Article 12 – Powers of the Board of Directors

Article 12 – Powers of the Board of Directors

The Board of Directors sets the guidelines for the Company’s activity and The Board of Directors sets the guidelines for the Company’s activity andoversees their implementation.
oversees their implementation in keeping with its corporate interest,
Within the powers expressly granted by law to general meetings of taking into consideration the social, environmental, cultural, andshareholders and within the limits of the Company’s purpose, it deals sporting implications of its activity.
with all issues affecting the Company’s operations and regulates the Within the powers expressly granted by law to general meetings ofshareholders and within the limits of the Company’s purpose, it deals
Company’s affairs.
with all issues affecting the Company’s operations and regulates theCompany’s affairs.

TWENTY-FIRST RESOLUTION(Powers to carry out formalities)
The General Meeting, acting under the conditions of quorum and majority required for extraordinary general meetings, grants fullpowers to the bearer of copies or extracts of these minutes to complete all legal formalities.

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6
Statutory Auditors’
reports
Statutory auditors’ report on the consolidated financial statements
Year ended December 31, 2022
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, 2022.
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, 2022 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 (Code decommerce) and the French Code of Ethics (Code de déontologie) for statutory auditors for the period from January 1, 2022 to thedate 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. 823-9 and R. 823-7 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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6 STATUTORY AUDITORS’ REPORTS

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, 2022 for €37.1 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 2023-2027 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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Statutory auditors’ report on the consolidated financial statements

6

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 21, 1987 for Deloitte & Associés and
May 23, 2008 for Crowe HAF.
As of December 31, 2022, Deloitte & Associés and Crowe HAF were in the 36th year and 15th year of total uninterrupted
engagement, respectively.

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6 STATUTORY AUDITORS’ REPORTS

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. 823-10-1 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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Statutory auditors’ report on the consolidated financial statements

6

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. 822-10 toL. 822-14 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, March 30, 2023
The Statutory Auditors
Crowe HAF
Membre de Crowe Global
David KHAROUBIGUERBET • 2023 NOTICE OF MEETING BROCHURE

Deloitte & Associés
Jean-François VIAT43

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6 STATUTORY AUDITORS’ REPORTS

Statutory auditors’ report on the annual financial statements

Statutory auditors’ report on the annual financial statements
Year ended December 31, 2022
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, 2022.
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, 2022 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 (Code decommerce) and the French Code of Ethics (Code de déontologie) for statutory auditors for the period from January 1, 2022 to thedate 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. 823-9 and R. 823-7 of the French Commercial Code 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 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 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.

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, 2022 fornet amounts of €231 million and €116 million, respectively, or 45% 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.

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Statutory auditors’ report on the annual financial statements

6

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).

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Statutory auditors’ report on the annual financial statements

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 thisinformation.
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.

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 21, 1987 for Deloitte & Associés and
May 23, 2008 for Crowe HAF.
As of December 31, 2022, Deloitte & Associés and Crowe HAF were in the 36th year and 15th year of total uninterrupted
engagement, respectively.

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Statutory auditors’ report on the annual financial statements

6

Responsibilities of Management and Those Charged with Governance for 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. 823-10-1 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.
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;• 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.

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Statutory auditors’ report on the annual 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 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.822-10 toL.822-14 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, March 30, 2023
The Statutory Auditors
Crowe HAF
Member of Crowe Global
David KHAROUBI48

Deloitte & Associés
Jean-François VIATGUERBET • 2023 NOTICE OF MEETING BROCHURE< < CONTENTSSTATUTORY AUDITORS’ REPORTS
Statutory auditors’ special report on regulated agreements

6

Statutory auditors’ special report on regulated agreements
Annual General Meeting held to approve the financial statements for the year ended December 31, 2022
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, March 30, 2023
The Statutory Auditors
Crowe HAF
Member of Crowe Global
David KHAROUBIGUERBET • 2023 NOTICE OF MEETING BROCHURE

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6 STATUTORY AUDITORS’ REPORTS

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

Report of one of the Statutory Auditors, appointed as independent third party,on the verification of the consolidated non-financial performance statement
Year ended December 31, 2022
This is a free English translation of the report by one of the Statutory Auditors 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’ Meeting,In our capacity as Statutory Auditor of Guerbet SA (hereinafter the “Company”), appointed as independent third party (“third party”)
and accredited by the French Accreditation Committee (Cofrac), under number 3-1886 rév. 0 (Cofrac Inspection Accreditation,scope available at www.cofrac.fr), we have conducted procedures to express a limited assurance conclusion on the historicalinformation (observed or extrapolated) in the consolidated non-financial performance statement, prepared in accordance with theCompany’s procedures (hereinafter the “Guidelines”), for the year ended December 31, 2022 (hereinafter the “Information” and the“Statement”, respectively), presented in the Group management report pursuant to the legal and regulatory provisions of Articles
L. 225-102-1, R. 225-105 and R. 225-105-1 of the French Commercial Code (Code de commerce).

Conclusion
Based on our procedures as described in the section “Nature and scope of procedures” and the evidence we have obtained, nomaterial misstatements have come to our attention that cause us to believe that the non-financial performance statement does notcomply with the applicable regulatory provisions and that the Information, taken as a whole, is not fairly presented in accordancewith the Guidelines.

Comments
Without qualifying the conclusion expressed above and in accordance with Article A. 225-3 of the French Commercial Code, we
make the following comment:• The classification of waste treated externally, recovered and non-recovered, presents an uncertainty inherent of the new monitoring
tool deployment in 2022. Improvements still need to be made to ensure the reliability, within the closing deadlines, of thereporting of this data to from supplier slips.

Preparation of the non-financial performance statement
The absence of a generally accepted and commonly used reference framework or established practices on which to base theassessment and measurement of the Information enables the use of different but acceptable measurement techniques that may impact
comparability between entities and over time.
Accordingly, the Information must be read and interpreted with reference to the Guidelines, summarised in the Statement andavailable on the Company’s website.

Limits inherent in the preparation of the information relating to the Statement
The Information may be subject to uncertainty inherent to the state of scientific and economic knowledge and the quality of external
data used. Some information is sensitive to the choice of methodology and the assumptions or estimates used for its preparation andpresented in the Statement.

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Report of one of the Statutory Auditors, appointed as independent third party, on the verification of the consolidated non-financial
performance statement6

Responsibility of the Company
Management is responsible for:• selecting or determining the appropriate criteria for the preparation of the Information;• preparing a Statement pursuant to legal and regulatory provisions, including a presentation of the business model, a description of
the main non-financial risks, a presentation of the policies implemented with respect to these risks as well as the outcomes of thesepolicies, including key performance indicators and the information set-out in Article 8 of Regulation (EU) 2020/852 (Green
taxonomy);• implementing such internal control as it determines is necessary to enable the preparation of Information that is free from material
misstatement, whether due to fraud or error.
The Statement has been prepared by applying the Company’s Guidelines as referred to above.

Responsibility of the Statutory Auditor appointed as independent third party
Based on our work, our responsibility is to express 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 the information provided pursuant to part 3 of sections I and II of Article R. 225-105 of the French Commercial
Code, i.e. the outcomes of policies, including key performance indicators, and measures relating to the main risks, hereinafter the“Information.”
As it is our responsibility to issue an independent conclusion on the information prepared by management, we are not authorised toparticipate in the preparation of the Information, as this could compromise our independence.
It is not our responsibility to provide a conclusion on:• the Company’s compliance with other applicable legal and regulatory provisions (particularly with regard to the information set-out
in Article 8 of Regulation (EU) 2020/852 (Green taxonomy), the fight against corruption and tax evasion);• the compliance of products and services with the applicable regulations.

Applicable regulatory provisions and professional guidance
We performed the work described below in accordance with our audit verification programme in application of Articles A. 225-1 etseq. of the French Commercial Code, the professional guidance issued by the French Institute of Statutory Auditors (Compagnie
Nationale des Commissaires aux Comptes) relating to this engagement and with the international standard ISAE 3000 (revised Assurance engagements other than audits or reviews of historical financial information).

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

Independence and quality control
Our independence is defined by Article L. 822-11-3 of the French Commercial Code and French Code of Ethics for Statutory
Auditors (Code de déontologie). In addition, we have implemented a system of quality control including documented policies andprocedures aimed at ensuring compliance with applicable legal and regulatory requirements, ethical requirements and theprofessional guidance issued by the French Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes)
relating to this engagement.

Means and resources
Our work engaged the skills of five people between January and March 2023 and took a total of twelve weeks.
To assist us in conducting our work, we referred to our corporate social responsibility and sustainable development experts. We
conducted around twenty interviews with people responsible for preparing the Statement.
This work involved the use of information and communication technologies allowing the work and interviews to be carried out
remotely, without hindering the good execution of the verification process.

Nature and scope of procedures
We planned and performed our work taking account of the risk of material misstatement of the Information.
We consider that the procedures conducted in exercising our professional judgement enable us to express a limited assurance
conclusion:• we familiarized ourselves with the activities of all companies in the consolidation scope and the description of the principal risks.
• we assessed the suitability of the Guidelines with respect to their relevance, completeness, reliability, neutrality and clarity, taking
into account, where appropriate, best practices within the sector.
• we verified that the Statement covers each category of information stipulated in section III of Article L. 225-102-1 governing socialand environmental affairs, respect for human rights and the fight against corruption and tax evasion.
• 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 the information
required under Article L.225-102-1 III, paragraph 2 of the French Commercial Code.

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

6• we verified that the Statement presents the business model and a description of the principal risks associated with the activities of
all the consolidated entities, including where relevant and proportionate, the risks associated with their business relationships, theirproducts or services, as well as 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) that we considered to be the most important (1) and for which
our work was carried out on the consolidating entity;• we verified that the Statement covers the consolidated scope, i.e. all companies within the consolidation scope in accordancewith Article L. 233-16;• we obtained an understanding of internal control and risk management procedures implemented by the Company and assessed
the data collection process aimed at ensuring the completeness and fairness of the Information;• for the key performance indicators and other quantitative outcomes (2) that we considered to be the most important, we
implemented:• analytical procedures that consisted in verifying the correct consolidation of collected data as well as the consistency ofchanges thereto,• substantive tests, on a sample basis and using other selection methods, that consisted in verifying the proper application ofdefinitions and procedures and reconciling data with supporting documents. These procedures were conducted for a selectionof contributing entities (3) and covered between 17% and 71% of the consolidated data selected for these tests;• we assessed the overall consistency of the Statement in relation to our knowledge of the entire Company.
The procedures conducted in a limited assurance review are substantially less in scope than those required to issue a reasonableassurance opinion in accordance with the professional guidelines of the French National Institute of Statutory Auditors (Compagnie
Nationale des Commissaires aux Comptes); a higher level of assurance would have required us to carry out more extensive
procedures.

Paris-La Défense, March 30, 2023
One of the Statutory Auditors,
Deloitte & Associés
Jean-François VIAT
Partner, Audit

(1)

(2)

(3)

Catherine SAIRE
Partner, Sustainability Services

Qualitative information: Review of measures taken to promote the employment and integration of people with disabilities (Focus on dedicated training for recruiters andthe adaptation of workstations); Review of the approach promoting a better quality of life at work (Focus on engagement surveys, office layout and training to raiseawareness of psychosocial risks); Review of the commitment of Guerbet and its employees to respond to societal challenges (Focus on Guerbet’s commitment to the
PAQTE initiative and on mentoring actions in partnership with the NQT association).
Quantitative environmental information: Water consumption; Quantity of waste treated externally (hazardous and non-hazardous, recovered, and non-recovered);
Energy consumption (electricity, natural gas, fuel oil); Greenhouse gas emissions related to energy consumption - Scope 1 & 2 carbon footprint.
Quantitative social information: Total workforce at the end of the period; Total number of hires over the period; Total number of departures over the period (split byreason); Number of employees who have attended at least one training or awareness session on the exercise.
Quantitative Health & Safety information: Number of work accidents (AT) with lost time or adapted work stations or medical treatment; Number of days off following
an AT; Frequency rate and severity rate of work accidents; Number of work accidents in relation to the number of employees (Total Recordable Incident Rate).
Selected entities: industrial plants in Lanester (France), Dublin (Ireland) and Cincinnati (United States).

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7
Summaryof activity:

the Guerbet group in 2022
Analysis of the Group’s activity and results
PRESENTATION OF REPORTED REVENUE
2022

2021

753,275

732,071

Breakdown of revenue by geographic region

2022

2021

Europe

40.0%

46.1%

Other markets

60.0%

53.9%

Breakdown of revenue by product range

2022

2021

X-Ray

55.1%

57.0%

MRI

32.9%

32.0%

TOTAL DIAGNOSTIC IMAGING

88.0%

89.0%

INTERVENTIONAL IMAGING

12.0%

11.0%

(in € thousands – IFRS)Revenue

REVENUE ANALYSISAs of December 31, 2022, the Group's sales totaled€753.3 million, up 2.9 % from the 2021 fiscal year. This
revenue includes a favorable currency effect of €29.3 million,
mainly due to the dollar's appreciation over the period. At
constant exchange rates (CER) activity was down slightly by-1.1 % over the year.

In the Europe, the Group’s activity was down -1.9% at CER in
the wake of lower volumes and slight price erosion stemmingfrom the regulatory price reductions in France. In addition, theshutdown of commercial activity in Turkey in November 2022
had an impact on fourth quarter revenue.

In 2022, activity slowed at the Raleigh (North America)
industrial site, affecting sales worldwide, mainly due to delaysin the production of Optiray® and pre-filled syringes.

• In the Americas, sales rose 3.7% over the year thanks to asignificant currency effect (+€24.7 million). The decline inactivity at CER (-7.5%) was entirely due to lower volumes,
attributable to production delays at the Raleigh site.

As a reminder, the decrease in the Raleigh site’s production
rates last year was due to two factors:• Production line priority was given to manufacturing
Elucirem™ over the fourth quarter as Guerbet awaited the
FDA Marketing Authorization, which was obtained on
September 2021.
• As was the case with the region’s entire industrial area, theRaleigh site faced significant recruitment difficulties in the firsthalf of 2022. Guerbet’s new organization led to a sharp
upturn in hiring in the summer. However, given the timeneeded for training on the production lines, production rates
were still not fully back to normal at the end of 2022.

54

In Other markets:• Activity in Asia saw vigorous annual growth (+8.5% atCER), with an acceleration in the second half of the year.
Performance in China (+45.6% in 2022) was driven by therollout of direct distribution, which benefited nearly all of theGroup’s products as of the end of 2022.
Annual revenue in Diagnostic Imaging was up 1.7% at current
exchange rates and down -2.2% at CER.
• In MRI, annual sales rose 1.7% at CER (+5.5% at current
exchange rates) owing to higher volumes. Price erosion was
minimal despite the launch of generic Dotarem® in the
United States.

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SUMMARY OF ACTIVITY: THE GUERBET GROUP IN 2022
Analysis of the Group’s activity and results• X-ray activity declined -4.4% at CER in 2022 due to thelower revenue from Optiray®. Sales of Xenetix® (+5.5%)
and injection solutions (+4.8%) remained strong throughout
the year.

7

In Interventional Imaging, activity rose 12.7% at current
exchange rates over the year and 8.1% at CER thanks to theremarkable momentum of Lipiodol®. Its sales accelerated
considerably in the second half of the year, especially in the
fourth quarter (+33.3% at CER).

RESULTS
2022

IFRS

2021
% of revenue(in thousands of €)% of revenue+ Revenue

753,275100

732,071+ Royalties

8,001

1.1

—

—

+ Other operating income

8,879

1.2

4,941

0.7

- Purchased consumed and change in inventories(180,424)(24.0)(190,934)(26.1)- External expenses(232,585)(30.9)(195,565)(26.7)- Staff-related costs(240,664)(31.9)(232,789)(31.8)

1,561

0.2

799

0.1

(14,992)(2.0)(13,459)(1.8)

103,052

13.7

105,065

14.4
(9.1)

+/- Other operating income and expenses- Taxes
EBITDA(a)- Depreciation, amortization, impairment and provisions

100(121,212)(16.1)(66,379)

Operating result(18,160)(2.4)

38,685

5.3- Net financial expenses(3,205)(0.4)(3,183)(0.4)+/- Foreign exchange gains or losses and other financial
income/expenses(7,007)(0.9)(6,528)(0.9)+/- Tax expense(12,744)

(1.7)

3,664

0.5

NET RESULT(41,116)(5.5)

32,6374.5(a) EBITDA = Operating income + net amortization, depreciation, impairment and provisions.

ANALYSIS OF THE RESULTS
In 2022, Guerbet managed to preserve its operational
profitability by demonstrating great financial discipline tocompensate for the impact of high inflation on certain costs.
These efforts to control costs, reflected in particular in acontained rise in staff costs (+3.4%) despite wage tensions in
the United States, limited the decline in the EBITDA margin. Its
reported rate was 13.7% of revenue in 2022, compared with
14.4% in the previous year. In line with the 13% to 14% range
announced last October, the restated EBITDA margin rate was
13.8%. This aggregation excludes extraordinary costs relating
to the optimization of the operational structure and changes inthe sales model in China as well as compensation (€4 million)
received in connection with the termination of the contract with
Merative (formerly IBM Watson) last November.

As of December 31, 2022, the Group’s operating result was
negative at -€18.2 million, a change entirely due to items withno impact on cash flow. As announced in February 2023, andin connection with the new strategic priorities unveiled at the
beginning of the year 2023 for Interventional Imaging andArtificial Intelligence, Guerbet recognized significant asset
impairments in 2022 relating to Accurate Medical
Therapeutics, Occlugel and to software developed with IBM
Watson. Impairments on these three assets totaled€58.8 million.
The Group’s net income amounted to -€41.1 million for theyear after accounting for financial expenses and stable forex
losses. The tax expense was €12.7 million after the Groupaccounted for €4.5 million in items indicated in a notice fromthe tax authorities. After examining the tax risks of all its
subsidiaries, the Group recorded an additional tax expense of€4.4 million under IFRIC 23.

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7 SUMMARY OF ACTIVITY: THE GUERBET GROUP IN 2022
Analysis of the Group’s activity and results

FINANCIAL POSITION
2022

2021

Cash flow after finance costs and taxes

82,916100,612

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

13,095IFRS (in thousands of €)Change in inventories(68,228)

4,578

Change in trade receivables(1,556)(6,644)

Change in trade payables

22,145

16,042

Change in other assets and liabilities(10,743)(881)(57,312)(55,092)

Gross investments restated for debts on fixed assets
Dividends paid

10,732(8,814)

Other (a)(30,502)(11,024)

Free cash flow
NET DEBT(b)(c)(52,548)

38,777

270,359

217,811(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.

ANALYSIS OF THE FINANCIAL POSITION
As of December 31, 2022, equity totaled €380 million,
compared with €405 million one year earlier. At the sametime, net debt increased from €218 million to €270 million,
mainly because of the increase in WCR, fueled by higher
inventories. This increase resulted from inflationary pressures aswell as the establishment of both precautionary stocks on
critical materials and stocks of Elucirem™.

56

For the 2022 fiscal year, the Board of Directors will propose adividend of €0.50 per share to the shareholders at theGeneral Meeting on May 26, 2023.

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SUMMARY OF ACTIVITY: THE GUERBET GROUP IN 2022
Major events since the start of the 2023 fiscal year

7

OUTLOOK
2023: acceleration of activity but operational profitability impacted by inflation
Guerbet has been confident in its ability to grow its revenue inan improving contrast media market, with structural growth involumes accompanied by positive price effects for the first timein many years. The Group is able to address this promisingmarket with an innovative range of solutions meeting the needsof healthcare professionals as closely as possible. As
announced in January 2023, Guerbet intends to mobilize its
teams around three main priorities in 2023:• Stronger positions in Diagnostic Imaging, where the year
will be marked by the commercial launch of Elucirem™, a
new product bringing a major innovation to complement the
MRI offering. The ramp-up is expected by 2024, with alaunch already effective in the United States, while inEurope the Marketing Authorization is expected in thesecond half of 2023.
• Refocusing of the Interventional Imaging activity on
Lipiodol®, with an emphasis on the commercial developmentof current innovative indications and an acceleration of R&D
efforts to develop new applications and indications for thisproduct.
• Acceleration of the Artificial Intelligence roadmap, where
the Group, after having regained full strategic latitude
following the termination of its collaboration with Merative(formerly IBM Watson), confirmed its ambitions by acquiringa stake in Intrasense. Licensing agreements are expected tomaterialize in the first half of 2023 with the company,
whose medical imaging software is highly complementary to
Guerbet’s asset portfolio.
Although Guerbet has identified numerous business
opportunities in growing markets, it continues to face ademanding environment marked by persistent pressure on
supply costs, specifically in Iodine. Certain inflationary effects,
with little impact in 2022, will have a significant negative
effect on the Group’s margins in 2023.
In this context, Guerbet confirms that it anticipates revenue
growth of more than 5% on a like-for-like basis and at CER for
2023. The Group expects stronger growth in the second halfof 2023 than in the first, especially with the industrial activity
being brought back up to the required level standard in Raleighand the gradual ramp-up of Elucirem™. In terms of profitability,
the restated EBITDA/revenue margin rate (1) is expected to bearound 11% before returning in 2024 to a level higher than in
2021 (14.4%).
The detailed presentation of the 2022 annual results isavailable in the Investors section of the Company's website:
https://www.guerbet.com/investors/.

Major events since the start of the 2023 fiscal year
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. Following thisacquisition, on February 20, 2023 Guerbet submitted a
proposed public offer for the remaining Intrasense shares.
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(1)

Accurate Medical Therapeutics. Guerbet also plans to sell the
Occlugel technology acquired in 2018, comprising several
lines of microspheres for embolization uses.
Lastly, regarding corporate governance, Pétra Zalabak, Human
Resources and Corporate Social Responsibility Director, an
Executive Committee member, has left Guerbet and has been
replaced by Leïla Mechaï as HRD and CSR transition manager.

Excluding extraordinary costs relating to optimization of the operational structure and changes in the sales model.

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7 SUMMARY OF ACTIVITY: THE GUERBET GROUP IN 2022
Consolidated financial statements and notes

Consolidated financial statements and notes
SUMMARY FINANCIAL STATEMENTS
Consolidated balance sheet
ASSETS (net values)(in thousands of €)Note

12/31/2022

12/31/2021

Intangible assets

597,925

188,618

Tangible assets
Other non-current financial assets

6

286,119274,046

1&7

29,27323,295

8

16,653

19,419429,970

505,379

9272,496

201,952

10 & 1.1

121,238

118,775

Deferred taxes – Assets
Total Non-current assets
Inventories
Trade receivables
Assets held for sale (a)10,300—

Other current financial assets

1 & 1.1

63,95559,000Cash and cash equivalents

1 & 1.2

41,683

115,728

Total Current assets

509,673495,454

TOTAL ASSETS

939,643

1,000,833

EQUITY & LIABILITIES (net values)

12/31/2022

12/31/2021

Capital12,641

12,641Other reserves

444,835

408,234

Net income(41,116)

32,637

Translation adjustment(36,790)(48,420)

379,570405,092

Note(in thousands of €)Shareholders’ equity, Group share11of which Group share

379,570405,092

2.1 & 2.2

278,431299,691

Other non-current financial liabilities

2

—

1,947

Deferred tax liabilities

8

9,872

15,246

Non-current provisions

12

32,15041,988

320,453

358,873

Trade and other payables

13 & 2.1

103,71181,021

Current financial liabilities

2.1 & 2.2

33,611

33,8471 & 2.7

69,021

97,217

19,36615,011

13,912

9,774

—

—

Non-current financial liabilities

Non-current liabilities

Other current liabilities
Current tax liabilities
Other short-term provisions

12

Liabilities associated with assets held for sale (a)Total Current liabilities

239,620

236,869

TOTAL EQUITY & LIABILITIES

939,643

1,000,833(a) Following the Group's announcement in January 2023 of its strategic refocusing on Lipiodol® for activity II and the sale of its catheter operations, the long-term assetsof Accurate Medical Therapeutics and of Occlugel have been reclassified as “held for sale” in accordance with IFRS 5. These assets and liabilities were measured
at fair value and classified as below the line in the Group’s consolidated balance sheet, resulting in net assets of €10.3 million.

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SUMMARY OF ACTIVITY: THE GUERBET GROUP IN 2022
Consolidated financial statements and notes

7

Consolidated income statement(in thousands of €)

Note

2022

2021

4

753,275

732,071

Revenue
Usage fees
Other operating revenue

14

Purchases consumed and change in inventories

8,001

—

8,879

4,941

(180,424)(190,934)

Staff costs

15(240,664)(232,789)

External charges

16(232,585)(195,565)

Taxes

17

(14,992)(13,459)

Amortization, depreciation and impairment

18(119,625)(55,945)

Net provisions

18(1,587)(10,434)

Other operating income and expenses

19

1,561

799

Current operating income(18,160)

38,685of which profit sharing

(455)

(591)

34

59

(3,239)(3,243)

Income from cash and cash equivalents
Gross finance costs

20

Net finance costs(3,205)(3,183)Currency gains/losses(3,634)(3,212)Other financial income and expenses(3,373)(3,316)

Income tax expense(12,744)

3,664

Consolidated net income

21(41,116)

32,637of which Group share(41,116)

32,637

Net earnings per share with €1 face value (in euros)
Diluted net earnings per share with €1 face value (in euros)

GUERBET • 2023 NOTICE OF MEETING BROCHURE

27(3.25)

2.59(3.25)

2.58

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7 SUMMARY OF ACTIVITY: THE GUERBET GROUP IN 2022
Consolidated financial statements and notes

Consolidated statement of cash flows
2022(in thousands of €)2021

Net income(41,116)

32,637

Change in amortization/depreciation and provisions on fixed assets and other current assets

123,134

58,320Net provisions for liabilities

382

8,316

(1,358)443

Costs of stock options and free shares

(399)

610

Income from sale of fixed assets and other adjustments

2,273

286

Cash flow after net finance costs and taxes

82,916100,612

Net finance costs

4,573

5,343

Tax expenses (including deferred taxes)

12,744(3,664)

Cash flow before net finance costs and taxes

100,233

102,290

Taxes paid

(11,410)586(Increase)/decrease in inventories(68,228)

4,578

Change in fair value of hedging instruments(Increase)/decrease in trade and other receivables(1,556)(6,644)

Increase/(decrease) in trade payables

22,146

16,042(Increase)/decrease in other assets(5,499)(8,628)

Increase/(decrease) in other liabilities(5,245)

7,748

Change in operating WCR(58,382)

13,096NET CASH FLOWS FROM OPERATING ACTIVITIES (A)30,441

115,973

Investments(54,024)(56,359)

intangible assets(6,688)(11,431)tangible assets(43,835)(37,500)

financial assets(3,500)(7,428)

1,913

2,849

Asset disposals
intangible assets

720

720

tangible assets

1,194

840

—

1,289

(3,288)1,267

NET CASH FLOWS FROM INVESTMENT ACTIVITIES (B)(55,398)(52,243)

Dividends paid

(10,733)(8,814)

Capital increase

—

592

2,398

6,581

Loan repayments(35,659)(34,392)

Net finance interest paid (including finance lease agreements)(4,552)(5,250)NET CASH FLOW FROM FINANCING ACTIVITIES (C)(48,546)(41,283)

(620)

68

NET CHANGE IN CASH (A) + (B) + (C) + (D)(74,122)

22,515

STARTING CASH

115,556

93,042

ENDING CASH

41,433

115,556(in thousands of €)

2022

2021

Bank credit facilities

(250)

(172)

Cash and cash equivalents

41,683

115,728

TOTAL

41,433

115,556

financial assets
Increase/(decrease) in amounts payable on fixed assets

Loan issues

Effect of exchange rate changes (D)Net cash

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8
Financial resultsof the past five fiscal years

2022

2021

2020

2019

2018

Share capital

12,641,115

12,641,115

12,602,674

12,596,161

12,581,261

Number of existing common shares

12,641,115

12,641,115

12,602,674

12,596,161

12,581,261

—

—

—

—

—

(in €)

Capital at year-end

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

—

—

—

—

—

• Through exercise of subscription rights——

62,87069,38384,283

Revenue excluding taxes with various services
and products

482,114,693

468,989,125

406,835,598

468,197,865

484,408,866

Result before tax, employee profit sharing, depreciation
and amortization, and provisions

69,244,672

39,790,993

29,018,235

28,545,062

127,626,081

Profit tax

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

10,839,528

527,161484,823

651,990744,739

1,558,726(77,407,478)

19,497,207(12,699,402)(15,939,618)

99,304,000

10,744,948

8,821,872

8,817,313

10,694,072

3.69

3.01

2.66

9.15

Operations and results of the fiscal year

Employee profit sharing due for the fiscal year
Result after tax, employee profit sharing, depreciation
and amortization, and provisions

6,320,558 (a)Distributed result
Earnings per share
Result after taxes and employee profit sharing but
before depreciation, amortization, and provisions

5.22

Result after tax, employee profit sharing, depreciation
and amortization, and provisions(6.12)

1.54(1.01)(1.27)

7.89

Diluted net income
Gross dividend per share(3.25)
0.50 (a)

2.58
0.85

1.40
0.70

2.95
0.70

3.75
0.85

Personnel
Number of employees at December 31

1,074

1,060

1,030

998

981

Total wages

64,215,637

66,555,651

66,280,282

63,586,686

60,241,938

Total payroll taxes

32,393,613

31,181,601

32,246,353

30,457,702

31,807,837(a) This amount will be subject to the approval of the Shareholders at the General Meeting of May 26, 2023, called to approve the financial statements for the2022 fiscal year.

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9
Current delegationof authority regarding capital
Summary of granted delegations with a potential impact on the share capital
Duration of
authorization

Expiration€2,515,000

26 months

July 20, 2024

Delegation of authority to the Board of Directors to increase the share capital byissuing, 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 share capital byissuing, with cancellation of preferential subscription rights, shares and/or debt
securities giving access to new shares, with a mandatory priority period,
through public offerings other than those referred to in Article L. 411-2 of theFrench Monetary and Financial Code

Capital increases:€1,255,000 (a) (c)Debt security issues:€200,000,000 (b)26 months

July 20, 2024

Delegation of authority to the Board of Directors to increase the share capital byissuing, with cancellation of preferential subscription rights, shares and/or debt
securities giving access to new shares, with an optional priority period, throughpublic 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)Debt security issues:€200,000,000 (b)26 months

July 20, 2024

Delegation of authority to the Board of Directors to increase the share capital byissuing, 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)Debt security issues:€200,000,000 (b)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 according to the arrangements establishedby the General Meeting, within the limit of 10% of the capital per year

Capital increases:€1,255,000 (a) (c)Debt security issues:€200,000,000 (b)26 months

July 20, 2024

Authorization for the Board of Directors to increase the amount of issues with orwithout 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 share capital byissuing shares in consideration of contributions in kind within the limit of 10% of
the share capital

Capital increases:€1,255,000 (a)Debt security issues:€200,000,000 (b)26 months

July 20, 2024

Delegation of authority to the Board of Directors to increase the share capitalwith cancellation of the preferential subscription right by issuing shares of theCompany 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

Purpose of delegation

Maximum nominal amountDelegation of authority to the Board of Directors to increase the share capital bycapitalization of reserves, profits, or premiums or any other sum eligible forcapitalization(a) Delegation subject to the overall limit for capital increases of €6,295,000 (approximately 49.9% of capital).
(b) A sub-limit of €1,255,000 (approximately 9.9% of capital) applies to these delegations.
(c) Delegation subject to the overall limit for debt security issues of €200,000,000.

None of the authorizations granted by the General Meeting of May 20, 2022 were used in the 2022 fiscal year.

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Request to receive
presented documents
and additional information

COMBINED GENERAL MEETING of Friday, May 26, 2023
I, the undersigned,
Last name (or corporate name): ........................................….....................................................….......…....….....…..
First name(s): .......................................................................................................................................................
Adress: ...............................................................................................................................................................
...............................................…………………........……………………………………….......…………………………….
Postal code: .....................................… City: ........................................................................................................
Country: ..................................................
Email: ....................................................................@..........................................................................................
Owner of ..................................................... Guerbet shares.
Request that the documents and information concerning the Combined General Meeting of Friday, May 26, 2023, as referred
to in Article R. 225-83 of the French Commercial Code, be sent to me:• Guerbet’s most recent Universal Registration Document including the documents and information appearing in Article
R. 225-83 of the French Commercial Code;• The Company’s most recent balance sheet.
These documents and information are available on the Company’s website at www.guerbet.com in the “Investors/
Presentations, Reports, and Regulated Information” section.
Agree to receive the documents electronically at the above address:❒ yes ❒ no

Executed in ................................... on .............................
Signature:

This request is to be returned to:
Guerbet – BP 57400 – 95943 Roissy CDG Cedex
or by email: ag26mai2023@guerbet.com
orUptevia - Assemblées Générales
Les Grands Moulins de Pantin
9, rue du Débarcadère
93761 Pantin Cedex
orto the financial intermediary who manages your shares✄

Note: In accordance with Article R. 225-88, subparagraph 3 of the Decree of March 25, 2007, on request, holders of registered shares may have the Company
send the documents and information referred to in articles R. 225-81 and R. 225-83 of the aforementioned Decree for each subsequent General Meeting.
Shareholders who wish to exercise this opinion must indicate this on this request.

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Photo credits: © Guerbet.
Design and production: Ruban Blanc.

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