GUERBETDOCUMENT D’ENREGISTREMENTUNIVERSEL
2022

Guerbet, our corporate purpose

2

Interview with David Hale, Chief Executive Officer

4

Guerbet in brief

61

content l

5

The Guerbet group

9Statement of non-financial performance

113

1.1

Our business model

10

5.1

CSR governance, strategy, risks, and opportunities

114

1.2

History of the Company

12

5.2

Human Resources

117

1.3

Main consolidated data

14

5.3

Protecting health and safety

128

1.4

Overview of activities

15

5.4

Minimizing the environmental impacts of our activities

133

1.5

Industrial and logistics activity

24

5.5

Business ethics

157

1.6

Innovation, Research and Development

25

5.6

Responsible use of laboratory animals in research

164

1.7

The Group’s governance structure at December 31, 2022

32

5.7

Guerbet’s contribution to the Sustainable
Development Goals

165

5.8

External recognition of Guerbet’s CSR performance

166

5.9

CSR data consolidation methodology

167

2
Corporate governance35

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

172

2.1

Report of the Board of Directors on corporate
governance

36

2.2

Board of Directors

36

2.3

General Management

60

6

2.4

Compensation of company officers

62

Financial statements and related notes

175

2.5

Exceptions to the Afep-Medef Code

78

6.1

Consolidated financial statements and notes

176

2.6

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

78

6.2

Statutory auditors’ report on the consolidated financial
statements

219

2.7

Delegations of authority regarding capital increases

78

6.3

Individual financial statements and notes

224

2.8

Provisions in the articles of association relating
to General Meetings

6.4

Statutory auditors’ report on the annual financial
statements

245

2.9

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

6.5

Statutory auditors’ special report on regulatedagreements

250

79

80

7

3
Capital and share ownership

81

3.1

Stock market data

82

3.2

Relations with the financial community

83

3.3

Distributed dividends

84

3.4

Shareholding structure

3.5

Share buyback program

3.6

Additional information about the capital

251

7.1

Person responsible for the accuracy of the Universal
Registration Document

252

7.2

Statement by the person responsible for the accuracyof the Document

252

84

7.3

Persons responsible for the audit of the accounts

252

85

7.4

Share capital

253

86

7.5

Public access to this document

253

7.6

General information about the Company

254

7.7

Articles of association (excerpts)

255

7.8

Concordance tables

257

4Management report

95

4.1

Analysis of the Group’s activity and results

96

4.2

Major events since the start of the 2023 fiscal year

99

4.3

Consolidated companies

99

4.4

Results of subsidiaries held by Guerbet S.A.

99

4.5

Companies directly or indirectly controlled
by Guerbet S.A.

99

4.6

Transactions in treasury shares of Guerbet S.A.

100

4.7

Statement of non-financial performance

100

4.8

Risk management, internal control, and internal audit

100

4.9

Risk factors

104

4.10 Other legal information

Other information

109

Limited company
with a board of
directors (Société
Anonyme à Conseild’administration)with a capital of€12,641,115
Head office:15, rue des Vanesses
93420 Villepinte
France308 491 521
R.C.S. Bobigny

Universal
Registration
Document
INCLUDING THE ANNUAL FINANCIAL REPORT

2022

This Universal Registration Document was filed on March 31,
2023 with the AMF in its capacity as the competent authority
under Regulation (EU) 2017/1129, without prior approval inaccordance with Article 9 of said Regulation.
The Universal Registration Document may be used for the
purpose of a public offering of financial securities or theadmission of financial securities for trading on a regulated
market if it is supplemented by a securities note and, if
applicable, a summary and all amendments made to the
Universal Registration Document. The resulting set of documents
is approved by the AMF in accordance with Regulation (EU)2017/1129.
Pursuant to Article 19 of Regulation (EU) 2017/1129 of theEuropean Parliament and of the Council of June 14, 2017, thefollowing documents are included by reference in this Universal
Registration Document:• the consolidated financial statements for the fiscal year ended
December 31, 2021, as well as the related report of the
Statutory Auditors, contained in sections 6.1 and 6.2 of theRegistration Document filed with the AMF on April 5, 2022,
under number D.22-0242 (https://www.guerbet.com/
media/kfvb24ro/guerbet_deu_uk_hd_interactif.pdf);• the consolidated financial statements for the fiscal year ended
December 31, 2020, as well as the related report of the
Statutory Auditors, contained in sections 6.1 and 6.2 of theRegistration Document filed with the AMF on April 27, 2021,
under number D.21-0360 (https://www.guerbet.com/
media/q4vdtszv/guerbet_2020-urd-min.pdf).
This
Universal
Registration
Document,
includingthe Annual Financial Report, is a reproduction of the official
version prepared in ESEF format and available
at https://www.guerbet.com.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

1

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

2

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

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

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 20223

A highlight of 2022 was the US FDA’s
marketing authorization for our new MRI
innovation: Elucirem™.

What can be learned from 2022 for Guerbet?
This was an intense year for all our teams. Let me start bythanking them for their daily commitment, whether in ourplants, in the field in contact with customers, or in support
functions.
There were several milestones for Guerbet during the year. I
will focus on three of them. First of all, we made major
strides in our new MRI innovation, gadopiclenol: it now has
a brand name, Elucirem™! In September, we obtained
marketing approval from the FDA in the US in a “priority”
process. We also expect approval from the European
agency (EMA) in the coming months.
A second important step for the Group is Guerbet’s adoptionof a Climate Strategy in 2022. Our emission reduction
targets for metric tons of CO2 equivalent cover our direct
and indirect emissions. Our commitment to the fight against
global warming is part of a “Well below 2°C” trajectory
according to the SBTi definition. In very real terms, thismeans reducing our direct emissions by 27.5%(base 2021), and our indirect emissions by 13.75%(base 2021) by 2032.
Lastly, we are continuing our commercial expansion in Asia,and especially China. We started several years ago, andwe are now operational.
Elucirem™ is expected to be your flagship MRI product.
Can you tell us more about it?
This new product will round out our MRI solutions alongside
Dotarem®. The major innovation of Elucirem™ is that an MRI
examination with Elucirem™ requires half the dose ofgadolinium compared with existing non-specific contrast
media for an effect similar to a conventional gadolinium
product. This also means less gadolinium is released into theenvironment!

4

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

We can also be proud of the successful industrialization ofthis product! Since our internal research laboratories
discovered the molecule, our French and US plants havebeen producing Elucirem™: from manufacturing the active
ingredient to preparing its pharmaceutical solution. The next
major step is to obtain marketing authorization from the
EMA, which we expect later this year.
Guerbet’s world continues to be disrupted (COVID-19,
inflation, conflicts, etc.). How has Guerbet reacted
to these new challenges?
As an international company, we have to deal withgeopolitical developments and economic disruptions invarious regions of the world.
COVID-19 is still around, and the consequences of thehealth crisis are still being felt, with different economic
recoveries in different parts of the world. We monitor new
epidemic outbreaks in Asia closely to plan ahead for ouractions as best as we can. The global impact of anadditional slowdown in China could be significant, withfurther impacts on supply chains and rising prices for certain
materials.
As in many sectors, the supply of raw materials and various
types of equipment became extremely tight during the year.
Slowdowns in supply chains had no direct impact on our
industrial operations, but our personnel still had to makeconstant adjustments to maintain our production cycles. Our
production is very largely located in Europe (where we have
100% of our active ingredient production plants) and theUnited States, so this limits supply risks associated withinternational issues.
Inflation, another consequence of the crisis, has also affected
Guerbet, like all economic agents. Certain effects were
contained in 2022, but it is very likely that they will be felt at
all levels in 2023.
Among other recent developments impacting Guerbet is theGreat Resignation. This phenomenon is especially noticeable
in the United States. Our plants are situated in very dynamic
labor markets, and our employee turnover in these markets
was very high this year. However, we achieved some
workforce stabilization by the end of 2022, and we hope
this will continue.
Lastly, the Russian-Ukrainian conflict does not directly impact
our activities. The consequences of the energy conflict led us
to assess our preparedness, especially if load-shedding
measures were to be taken by the authorities, and theirconsequences for our production activity. The impact ofrising energy costs has been absorbed so far by our existingpurchasing policies and contracts.

At the very start of this year, you announced youracquisition of a stake in the company Intrasense. Does
this confirm your ambitions in Artificial Intelligence?
On January 11, 2023, we acquired a 39% stake in
Intrasense, a company specializing in medical imaging
software. For four years, we have been developing Artificial
Intelligence algorithms in oncological imaging. Working
with a partner having digital expertise in radiology makes a
lot of sense, especially since there is an alignment between
our strategies, and the two companies have products thatcomplement each other.
Along with this capital increase, we launched a voluntarytender offer. This allows current shareholders to benefit fromliquidity under the same price conditions and could add tothe number of shares held by Guerbet following the tender
offer.
What is your outlook for 2023?
There are many prospects. The medical imaging sector isexperiencing continuous growth worldwide because of
demographic changes, investments by certain countries in
the healthcare sector, and the growth of equipment
manufacturers. We therefore to grow expect sales in 2023,
especially in Asia, despite uncertainties concerning thehealth situation or the economy, as mentioned earlier.
Then, Elucirem™, which we’ve already discussed, will be on
the market in several countries by the end of the year after
we receive the European marketing authorization probably
around mid-year. So, 2023 will be an important year for thecompany, although the sales launch will gather more
momentum from 2024. Such an innovation in this sector ishighly motivating for all the personnel and reinforces the
feeling of pride in contributing to medical progress.
Lastly, in Artificial Intelligence, which we have alreadydiscussed, we will continue our development work andstrengthen our alliance with our new partner Intrasense.
A word to conclude?
Confidence, because I’m confident in the ability of ourcompany, and the men and women who are its lifeblood, tomeet the challenges that lie ahead. I know I can count on
our committed and mobilized teams for the success of ourGroup. Our nearly century-old know-how and ourrelationship of trust with our customers are also assets thatmake me optimistic about 2023.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

5

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

6

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

7

8

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

1
The Guerbet group
1.1

Our business model

10

1.2

History of the Company

12

1.3

1.4

1.5

Main consolidated data

14

1.3.1

Revenue14

1.3.2

Main consolidated data

14

1.6

Innovation, Researchand Development

25

1.6.1

Organization

25

1.6.2

Therapeutic areas

26

1.6.3

Diagnostic Imaging

27

1.6.4

Interventional Imaging

28

1.6.5

Public-private partnerships

28

1.6.6

Research and Development
expenditures

29

1.6.7

Research and Development
portfolio

30

Overview of activities

15

1.4.1

Medical imaging techniques

15

1.4.2

Markets

22

1.4.3

Main competitors

23

1.6.8

Intellectual property

31

Industrial and logistics activity

24

1.6.9

Clinical data protection

31

1.5.1

An integrated network of plants

24

1.5.2

A regionalized logistics platform

24

The Group’s governance structure
at December 31, 2022

32

1.5.3

Development based on investment
and continuous improvement

1.7.1

An international presence

32

1.7.2

Property owned

34

1.7.3

Distribution

34

25

1.7

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

9

The Guerbet group

The Guerbet group

Our business model

1.1

Our business model

Our business model

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

OUR VALUES
Achieve

Cooperate

Care

Innovate

Achieve our objectives andensure the satisfaction of
our partners.

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

Respect everyone in
Guerbet’s ecosystem and its
environment.

Stimulate new thinking
to improve Guerbet’s
performance.

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

10

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

11

The Guerbet group

The Guerbet group

Our business model

1.1

Our business model

Our business model

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

OUR VALUES
Achieve

Cooperate

Care

Innovate

Achieve our objectives andensure the satisfaction of
our partners.

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

Respect everyone in
Guerbet’s ecosystem and its
environment.

Stimulate new thinking
to improve Guerbet’s
performance.

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

10

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

11

The Guerbet group

The Guerbet group

History of the Company

1.2

History of the Company

History of the Company

Guerbet is a French healthcare company that has been
supporting healthcare professionals specialized in Diagnostic
and Interventional Medical Imaging since 1926. Guerbet
develops and markets contrast media, delivery systems,
medical devices, and related solutions adapted to their needs.
Today, the Guerbet group sells a comprehensive range of
products suitable for X-Ray and magnetic resonance imaging(MRI).

The Guerbet group recently developed a new activity based on
digital technologies and Artificial Intelligence with two
objectives: first, to improve the productivity of radiologists, e.g.
with diagnostic assistance tools, and second, to obtain a tumor
tissue characterization through imaging to better guidetreatments or even eventually replace a biopsy.
The Guerbet group is listed in Euronext Segment B, and amajority of its shares are owned by the Guerbet family.

Thanks to the products provided by the Group, images areused to guide radiologists when administering treatments, giveinsight into the functioning of organs, speed up diagnoses,
assess the severity of an illness and enable early validation of
the efficacy of treatments.

12

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

13

The Guerbet group

The Guerbet group

History of the Company

1.2

History of the Company

History of the Company

Guerbet is a French healthcare company that has been
supporting healthcare professionals specialized in Diagnostic
and Interventional Medical Imaging since 1926. Guerbet
develops and markets contrast media, delivery systems,
medical devices, and related solutions adapted to their needs.
Today, the Guerbet group sells a comprehensive range of
products suitable for X-Ray and magnetic resonance imaging(MRI).

The Guerbet group recently developed a new activity based on
digital technologies and Artificial Intelligence with two
objectives: first, to improve the productivity of radiologists, e.g.
with diagnostic assistance tools, and second, to obtain a tumor
tissue characterization through imaging to better guidetreatments or even eventually replace a biopsy.
The Guerbet group is listed in Euronext Segment B, and amajority of its shares are owned by the Guerbet family.

Thanks to the products provided by the Group, images areused to guide radiologists when administering treatments, giveinsight into the functioning of organs, speed up diagnoses,
assess the severity of an illness and enable early validation of
the efficacy of treatments.

12

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

13

The Guerbet group
Main consolidated data

1.3

Main consolidated data

1.3.1

Revenue2022

2021

753,275

732,071

2022

2021

Europe

40.0%

46.1%

Other markets

60.0%

53.9%

2022

2021

X-Ray

55.1%

57.0%

MRI
TOTAL DIAGNOSTIC IMAGING

32.9%
88.0%

32.0%
89.0%

INTERVENTIONAL IMAGING

12.0%

11.0%

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

Breakdown of revenue by product range

1.3.2

Main consolidated data
2022

2021

Revenue753,275

732,071

EBITDA (a)103,052

105,065

Operating result(18,160)

38,685

Net income(41,116)

32,637

Net income per share (in €)(3.25)

2.59

Dividend per share (in €)0.50 (b)0.85(in thousands of € – IFRS)Cash flow

82,916100,612

Shareholders’ equity

379,570405,092

Net financial debt

270,359

217,811Gross investments restated for debts on fixed assets

57,31255,0922.6

2.1

Net financial debt/EBITDA(a) EBITDA refers to operating income plus net amortization, depreciation, impairment and provisions.
(b) Amount to be proposed to the General Meeting of Shareholders for the 2022 fiscal year.

14

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

The Guerbet group
Overview of activities

1.4

Overview of activities

1.4.1

Medical imaging techniques

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

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

• advancement of knowledge of research teams.

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

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

• diagnostic support;

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

15

The Guerbet group
Overview of activities

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

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

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

The Guerbet group
Overview of activities

1.4.1.1

A)

Diagnostic Imaging

Contrast media

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

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

17

The Guerbet group
Overview of activities

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

• Optiray ,availableinfourconcentrations: 240, 300, 320 and
350 mg of iodine/ml. It comes invials and pre-filled syringes, a form of
packagingthatisespeciallyappropriateforsingle-patient
injections.

®

®

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

®

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

MRI
Guerbet’s MRI range includes:®

•
Dotarem , a non-specificgadolinium-based
macrocyclic
contrast medium, is the leader inmany markets around the world.

The product is used in CT examinations, and its
physicochemical profile is especially suited to arterial
investigations (Cath Lab).
®

• Xenetix ,availableinthreeconcentrations: 250, 300 and
350 mg of iodine/ml. It comes in
vials
and
polypropylene
bags(ScanBag® by Xenetix®).
This innovative packaging preserves the properties of Xenetix®
while making it simpler to use, enhancing the safety of patientsand medical staff and representing a major step forward inwaste management. This packaging is one of Guerbet’s
solutions to sustainable development challenges. The 350 mg/
ml concentration should preferably be used for cardiovasculardisorders, and the 300 mg/ml concentration for theinvestigation of parenchymal conditions (e.g. diseases of theliver or kidneys). Xenetix® was granted a new indication in
2021 and 2022 in France, Italy, Spain, Austria and countries
in the Middle East/Africa region for use in spectral
mammography with contrast enhancement to identify known orsuspected breast lesions. This technique is being developed inmany countries as part of breast cancer screening campaigns.
This new indication is expected in obtain approval in
additional countries in 2023.
In the X-ray contrast media range, Guerbet also sells three highosmolality iodinated media and a range of baryta media:®

• Telebrix
GastroandMD®
Gastroview , iodinated media used indrinkable form that are particularly
useful in the examination of digestive
pathologies, especially in colorectal
cancerscreening
withvirtualcolonoscopy.

Thanks to its physicochemical properties and its safety
profile, it is the benchmark MRI agent. Dotarem® is used for
the MRI examination of many diseases, in particularconditions affecting the central nervous system as well as
abdominal, bone and joint, and vascular disorders.
• Elucirem™, a new gadoliniumbased
macrocyclic
contrast
medium.
Its high relaxivity (a parameter governing contrast power)
allows it to be administered at half the gadolinium dose of
conventional products reducing patient gadolinium exposureand the environmental footprint.
Elucirem™ was approved in the United States by the Food
& Drug Administration on September 21, 2022, after an
expedited review process for imaging the central nervous
system and various other anatomical territories (head andneck, thorax, abdomen, pelvis and musculoskeletal system).
Elucirem™ will be launched in the United States in 2023.
®

• Artirem , an MRI medium specificallyused for bone and joint examinations,is available in nine countries, mostly inEurope.
It was the first ready-to-use medium indicated for suchconditions that can be injected directly into the joints. It
expands Guerbet’s MRI range and sets it apart from thecompetition.

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

18

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

The Guerbet group
Overview of activities

C)

Injectors and contrast media delivery systems

Injection devices are divided into two main categories:
injectors, which are permanent devices connected to a powersource that enable the completely safe programming,management, and monitoring of contrast media injections, andthe associated consumables. These consumables are single- or
multiple-use sterile medical devices that deliver the contrast
medium to the patient from receptacles in the form of vials, prefilled syringes, or pouches.
Iodinated contrast media injectors are now essential devices.
Scanners have such high computing power that they can
produce images of the whole body in just a few seconds.
These rapid scanning sequences therefore require a highly
accurate injection rate that can only be provided byelectromechanical devices to synchronize signal acquisition
with the arrival of the contrast medium. The use of injectors also

D)

protects radiology technicians from the ionizing radiation
emitted during examinations using X-ray imaging, because theinjector can be controlled remotely. Lastly, high injection flow
rates are sensitive to the viscosity of injected solutions, which
results in high injection pressures and therefore mechanicalpower that only a machine can provide. In MRI, the use of
injectors is also growing significantly. Just as with X-ray
scanners, technological development is leading to faster image
acquisition and requires more complex and precise injection
protocols that only an injector can perform.
Both injectors and the associated consumables are vital to thedaily work of radiology technicians and must be easy, intuitive,
quick, and safe to handle. There are also considerable
economic challenges for imaging plates, and Guerbet is
responding to them by offering competitive solutions.

Our range of delivery systems

Guerbet has a portfolio of syringe and softbag injectors. Delivery Systems and Services are a major growth driver.
Medical Device

Trademarks

MRI

Injectors

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

®

Scanner
X-RayInterventional
Imagingü®

Illumena Néo
Cath Lab injector (new Néo version)

ü®

OptiOneSingle-head CT scan injector

ü

ü

®

FlowSens
CT scan injector compatible with ScanBag® byXenetix® and other receptacles

ü®

OptiStar Elite
MRI injector
Consumables for all
types of injectorsüComplete range of extension lines®

SecufillPatient-side connector with secure double-check valve

ü

ü

ü

ü

ü

ü

ü

®

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

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

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

OptiStar is a dedicated syringe injector for MRI.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

19

The Guerbet group
Overview of activities

E)
I)

Digital and Augmented Intelligence solutions
Augmented Intelligence

Augmented Intelligence refers to diagnostic support solutions or,more generally, medical decision support solutions, which canbe provided by software using Artificial Intelligence
technologies. This is an area where strong growth is expectedin radiology for several reasons: firstly, the need is enormous
given the lack of radiologists worldwide to cope withpopulation aging and the development of chronic diseases;
secondly, machine learning technologies, in particular thoseusing deep learning networks, have made spectacular progressin recent years and allow high-performance tools to be
developed relatively quickly. Lastly, there is a strong promise of
improved health thanks to these solutions, which should reduce
variability in image interpretation, increase radiologist
productivity, and ultimately identify new predictive biomarkers
of disease progression (cancers and neurodegenerative
diseases in particular) and thus reduce the number of biopsies
required thanks to characterization of lesions by imaging.
An initiative to explore new opportunities related to Augmented
Intelligence was implemented at Guerbet with the recruitment ofa Chief Digital Officer in September 2017.
In June 2018, a significant first milestone was achieved withthe signing of a strategic partnership with IBM Watson Health,which became Merative in July 2022. In November 2022,
Guerbet signed an agreement with Merative to terminate theircollaboration. This partnership had aimed to design, develop
and market software solutions to assist in the diagnosis andmonitoring of liver and prostate cancers. Initially motivated by achange in Merative’s strategy for Artificial Intelligence in its
imaging portfolio, this agreement provides Guerbet with thestrategic latitude now required to continue the work in progress
and plan the marketing of solutions. In particular, it allows
Guerbet to recover all assets developed by the partnership,such as source codes and algorithms, and the relevant
intellectual property.
Guerbet has also established a strategic partnership with
Icometrix, a leading start-up in the field of Artificial Intelligence
to help diagnose brain imaging. Guerbet has become theexclusive distributor of Icometrix products in France, Italy, andBrazil. The four products certified in these countries are used for
dementia, multiple sclerosis, head trauma and epilepsy.

20

Lastly, Guerbet is continuing its research activities in the area ofbone metastasis and pancreatic cancer detection. In
September 2022, it obtained €1 million in funding from the
French government. This financial support will accelerate thedevelopment of a solution and also provide a strong boost for
Guerbet’s Artificial Intelligence research team.

II)

Digital solutions related to injection

Guerbet has developed Contrast&Care®, a software solution
for contrast medium injection management.
®

Contrast&Care is an integrated IT solution that stores all
injected examination information (contrast medium, injection
protocol, patient data, etc.) and interfaces with information
systems used in radiology such as RIS (Radiology Information
System), PACS (Picture Archiving and Communication System),and EMR (Electronic Medical Records).
This solution improves efficiency and traceability while
simplifying the decision-making process in imaging centers.
Contrast&Care® is compatible with the main Guerbet injectors.
Contrast&Care® was first presented at the RSNA (RadiologicalSociety of North America) in 2017. In 2018, a second version
was presented at the RSNA; it complies with the US HIPAA(Health Insurance Portability and Accountability Act) andincludes advances in cybersecurity. In 2019, a strategic
partnership with InterSystems (one of the world leaders in
information technology, particularly for healthcare) wasestablished to develop a new version. The InterSystems
technology will ensure interoperability and enable optimal
integration of the Contrast&Care solution® with hospital
information systems. Guerbet presented the new version of its
solution, Contrast&Care®+, at the RSNA 2020. This version ismore efficient thanks to the addition of injection protocol librarymanagement and the possibility of sending an injection
protocol directly to a compatible injector.
®

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

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

The Guerbet group
Overview of activities

1.4.1.2

Interventional Imaging

Interventional Imaging covers any invasive medical procedure
whose purpose is to diagnose and/or treat a disease. The
process is guided and controlled by an imaging method (X-ray,ultrasound, or MRI), where the contrast medium is used to guidethe hand of the interventional radiologist and trace the drugs
used during the procedure as close as possible to the lesion to
be treated. It is used in innovative ways for many indications.
Interventional Imaging therefore allows diagnosis and treatment
to be combined in a single procedure thanks to radiological
techniques. These minimally invasive procedures, often
considered an alternative to surgery, shorten hospitalization
times and considerably limit post-procedure complications. The
best-known of these therapies are vascular angioplasty,
embolization, and percutaneous (radiofrequency, cryotherapy,
electroporation) or chemical (in situ chemoembolization orradioembolization) tumor ablations.

Recently (2020-2021), scientific recommendations fromseveral scientific societies have expanded the population of
HCC patients eligible for cTACE treatment in certain earlystages of the disease.
To date, Lipiodol® is indicated for lymphography in 55
countries, cTACE and liver cancer imaging in 48 countries,and selective vascular embolization in combination withsurgical adhesives in 25 countries. Lipiodol® is also
indicated for hysterosalpingography in 29 countries,
including 22 with an indication in women undergoing an
infertility assessment.
®

• Vectorio , cTACE Mixing & Injection
System, specifically developed for
Lipiodol® in connection with cTACE, is
now approved in 44 countries.

®

• Lipiodol Ultra Fluid (ethyl estersof iodinated fatty acids of poppy
seed oil) was initially developedforDiagnostic
Imaging,lymphography,
andhysterosalpingography.
It is now often used in Interventional Imaging forconventional transarterial chemoembolization (cTACE) in thetreatment of hepatocellular carcinoma (HCC), where
Lipiodol® is used as a visualizer (contrast medium), an
antineoplastic drug carrier, and an embolic agent. cTACE isrecommended by many scientific societies for the treatmentof patients suffering from intermediate-stage HCC in Europe,
Japan, China and the United States.

• Patent Blue V is a sterile injectabledye.

It is used for imaging of the lymphatic system, mainly for
intraoperative sentinel lymph nodes mapping in breast cancer
surgery.
This indication makes it possible to decide whether to performaggressive surgery concerning the extent of lymph nodedissection.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

21

The Guerbet group
Overview of activities®

• SeQure and DraKon™ are two
microcatheters for peripheral
embolization procedures.

They provide interventional radiologists with improved
navigational capabilities to access complex anatomies and1.4.2

Markets

1.4.2.1

Interventional Imaging market

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

X-Ray imaging contrast media
Guerbet is number 4 worldwide in X-ray imaging contrast
media with an estimated value of €3 billion in 2022 (1). Thisestimated market value is based on sustained volume growthcompared with 2021, offset by a decline in prices due topressure from generics (1).

MRI contrast media
Guerbet is number 2 worldwide in MRI contrast media, with anestimated value of more than €0.9 billion in 2022 (1).
This estimated market value is based on sustained volume
growth compared with 2021, offset by a decline in prices due
to pressure from generics (1).

Injectors and medical injection devices
Guerbet is number 3 worldwide in the market for injectors andmedical devices for Diagnostic Imaging injection, with anestimated value of €1.4 billion in 2022 (1).
This market is supported by the increased number of
examinations involving injections and installations of CT and
MRI equipment.

Trends in these markets
The following factors influence these markets:a. the growing number of CT/MRI scanners;b. a permanent increase in the price of contrast media,
especially because of difficult purchasing conditions (iodine
in particular);c. the increased number of procedures, and therefore
examinations involving injections, also because of improved
examination productivity.

more remote areas. While both are designed to optimize
navigation performance, SeQure® differs from DraKon™ in thepresence of lateral perforations. With this unique design,
SeQure® uses the flow to form a fluid barrier that will control
reflux, reducing the risk of non-target embolization andallowing a more selective treatment to be delivered into thetarget vessel.

1.4.2.2

Interventional Imaging market

The transarterial embolization market was valued at€3.1 billion in 2021, of which €1.4 billion for theneurovascular part and €1.7 billion for the peripheral part (restof the body including interventional oncology and excludinginterventional cardiology). Today, Guerbet’s development ismainly in the peripheral segment due to the strong position of
Lipiodol® in liver cancer treatment and the acquisition of
microcatheters from the Accurate platform. However, Lipiodol®
is already used in neurovascular medicine, in particular for glue
embolization of arteriovenous malformations.
The market for peripheral transarterial embolization can beanalyzed as follows:a. Oncology (mainly in liver cancer treatment), with a market
estimated at €600 million in 2021. Today, cTACE
represents almost three out of four procedures worldwide(dominant in Asia), the main alternatives being DEBTACE
and Radioembolization.
b. Embolization (excluding oncology), with a market estimatedat €700 million in 2021. This market includes procedures
such as the treatment of benign tumors (uterine fibroids,
prostate hyperplasia), hemorrhages, vascular malformations,or aneurysms using a portfolio of products including coils,
plugs, particles and embolic fluids. Guerbet is present in thismarket today through the use of Lipiodol® in glue
embolization, which can exceed its use in oncology in termsof volume, especially in certain European countries.
c. Access, with a market estimated at €400 million in 2021. It
includes all medical devices allowing practitioners to accessthe area to be treated (guidewire, microcatheters, etc.).
Regarding the microcatheter activity, Guerbet is considering
a gradual withdrawal. This plan is in line with the evolutionof its strategy to make the most of its key assets.

Overall, these markets have grown since 2021. In addition,
the services market is burgeoning due to the development ofdigital technologies.

(1)

22

Sources: financial reports and specific market studies.

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The Guerbet group
Overview of activities

The expected growth of these markets depends on theindications and respective development of practices within the
countries. The market for transarterial embolization in the
periphery is seeing robust growth of 3% to 9%, supported by

1.4.3

the demonstrated benefits of minimally invasive treatments(efficacy, patient quality of life, and cost). The development of
new practices, still in clinical studies, could accelerate the useof interventional radiology in the coming years.

Main competitors

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

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

• Media for Interventional Imaging.
Diagnostic Imaging
Company

MRI

X-Ray

Guerbet

ü
ü
ü
ü

ü
ü
ü
ü

Bayer Healthcare
GE Healthcare
BraccoDelivery Systems
and Services

Interventional
Imaging

ü
ü

ü
ü
ü
ü

ü
ü
ü
ü

NemotoMedtronUlrich Medical

ü
ü
ü
ü
ü
ü

Merit Medical
Sirtex Medical
TerumoBoston Scientific/BTG
Medtronic
Siemens Healthineers/Varian

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

Nationality

MRI

X-Ray

GuerbetFranceDotarem® (Magnescope® in Japan)
Elucirem™*

Optiray®/Optiject®
Xenetix®

Germany

Gadovist® (Gadavist® in the US)
Primovist®
Generic of Dotarem®

Ultravist®
Radioselectan®

United States

Omniscan™
Generic of Dotarem®
Multihance®
Prohance®
Vueway®*Visipaque®
Omnipaque®
Iomeron®
Iopamiron®

Bayer Healthcare

GE Healthcare
BraccoItaly* FDA approval received in September 2022.

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

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

23

The Guerbet group
Industrial and logistics activity

1.5

Industrial and logistics activity

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

1.5.1

An integrated network of plants

Guerbet develops, industrializes and manufactures most of its
products in its integrated network of specialized plants. The
goal is to adapt production volumes to market demand andreduce manufacturing costs through a policy of continuous
improvement of industrial performance and synthesis processes.

• the Raleigh plant in North Carolina (USA) is a filling plantfor X-ray and MRI products (Dotarem® and Elucirem™).
These products are packaged in syringes for all world
markets and in vials for the North and South American
markets.

The active ingredients used as raw materials in contrast media
are mainly produced in Europe (France and Ireland) at theGroup’s three specialized chemical plants:

To prepare for the launch of the new MRI agent Elucirem™,
investments were made at the Marans, Lanester, Aulnay-sousBois and Raleigh plants. The first industrial-sized batches were
produced in 2021. In 2022, validation batches were
produced at these four plants, and the first commercial batches
for the United States were produced at Raleigh.

• Lanester, a plant specialized in the production of the active
ingredients Iobitridol (Xenetix®) for the X-ray activity andGadopiclenol (Elucirem™) for the MRI activity;• the Dublin plant, dedicated to producing the active
ingredient Ioversol (Optiray®) for the X-ray activity; and• the Marans plant, which manufactures the active ingredientsof Dotarem® and Lipiodol® as well as the intermediate
product used at the Lanester plant as a precursor for
Gadopiclenol production.
Active ingredient formulation, solution preparation and filling
activities take place at the Group’s three pharmaceutical plants
located on three continents:• the Aulnay-sous-Bois plant (in France), Guerbet’s longstanding filling plant for X-ray media and Dotarem®, mainly
serves the European and Asian markets; this plant will also
produce Elucirem™ in vials for markets outside the US;• the Rio de Janeiro plant (in Brazil), specialized in X-ray
media and Dotarem®, serves the Latin American markets;

1.5.2

The support of external partners, specialized in Europe but alsoin Asia, is required for certain targeted productions, such as thefilling of Lipiodol® for all the markets served, and for a limited
number of X-ray media for specific markets.
Injectors and the associated medical devices are produced
mainly at the Guerbet plant in Cincinnati (in the United States),
the birthplace of the Liebel-Flarsheim brand, and the Medex
plant (Guerbet Lyon, Guerbet France). These plants handle
design and assembly of injectors, while the production ofcomponents and consumables is subcontracted to specialized
partners.
Lastly, the manufacture of the microcatheters recently includedin the Guerbet product range is entrusted to two partners
outside the United States for all the markets served.

A regionalized logistics platform

Guerbet delivers its products to all markets in line with optimaldelivery time and quality standards through a network of
distribution centers located very close to its customers. Regional

24

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

distribution platforms in Europe, Asia, North America and SouthAmerica contribute to this supply chain.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

The Guerbet group
Innovation, Research and Development

1.5.3

Development based on investment and continuous improvement

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

1.6

This investment program was reinforced by a global
Operational Excellence program aimed at rolling out bestpractices from the Group or external benchmarks in all theplants and strengthening the Group’s continuous improvement
culture.

Innovation, Research and Development

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

1.6.1• the competitiveness of our industrial platform, and especially
its environmental performance, by modernizing plants andimproving production processes.

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

Organization

The Research team involved in the Diagnostic Imaging andInterventional Imaging activities has scientific and technicalexpertise organized in four departments to investigate andvalidate areas of research:• Development & Engineering (D&E): engineering teamspecialized in the development of medical devices(injectors, consumables and digital technology (software, IT,
health));• Accurate Medical Therapeutics: engineering teamspecialized in the development of interventional medical
devices (catheters, etc.);• Augmented Intelligence (AI): research and development
team for Augmented Intelligence solutions;• Research & Innovation (R&I): research and innovation inpharmaceuticals
andmedicaldevices(chemistry,
physicochemistry, formulation, mass spectrometry – bioanalysis, exploratory and regulatory preclinical studies,public and/or private partnerships) and Patents department(patent portfolio management, patent filing, industrial
property studies, etc.).
The Development and Medical and Regulatory Affairs team isorganized in four main sections:• Clinical development: all the activities involved in
conducting clinical studies for drugs and medical devices,from phase I to phase IV, from designing the protocol towriting the final research report, including publication of theresults by scientific journals;• Regulatory affairs: all the activities involved in managing theportfolio of registrations of all products, drugs and medical
devices for every country;• Drug and medical device safety monitoring: all the activities
involved in collecting side effects and/or post-marketing
data and writing periodic summary reports on risk/benefit
analysis to be submitted to the regulatory authorities and/or
the notified bodies;• Medical affairs: all activities aimed at developing scientificpartnerships to optimize patient care through theorganization of symposiums, expert committees, andscientific exchanges with health professionals.
This head-office organization is backed up by Quality
Assurance and Medical Writing/Scientific Documentation
departments and regional structures in Europe, North America,
Latin America and the Asia-Pacific region to allow faster
response times to meet the local demands of patients,
radiologists, or the authorities.
The discovery of a new product, whether in Diagnostic Imaging
or Interventional Imaging, follows a precise procedure:• identification and analysis of the medical need;• defining the product(s) meeting the need;• developing and validating a prototype (formulation andcharacterization);• developing and validating the product’s manufacturing
processes;• validating the concept in preclinical experimentation;• validating the technical solution with the end user;• developing the product in pre-clinical and clinicalexperimentation according to the regulatory guidelines.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

25

The Guerbet group
Innovation, Research and Development

New contrast media are clinically developed in several
successive phases over a period of approximately 15 years inthe same way as for therapeutic drugs:• phase I to study the clinical and biological tolerance inhealthy volunteers and the pharmacokinetics (how the
product is distributed, metabolized and eliminated within theorganism) of increasing doses of the product, and thereby
determine the maximum tolerated dose;• phase II to study, in patients, the diagnostic efficacy ofdifferent doses of the product, usually compared with abaseline product already approved or a baseline technique;• phase III to confirm, for a large cohort of patients, thediagnostic effectiveness and tolerance profile of the productcompared with a baseline product or technique.

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

Therapeutic areas

The two radiology activities, Diagnostic Imaging andInterventional Imaging, are researched in the three maintherapeutic areas of oncology, cardiology and neurology.
In oncology, the incidence of the most common forms of cancer(lung, breast, prostate, colorectal and liver) is constantly
growing. For example, injections with contrast media are usedin around 34 million examinations each year in the five largest
European countries. This increase is due to a combination of
longer life expectancy and known risk factors, such as
smoking, unhealthy eating, stress, environmental risks, etc. Thisis resulting in a greater number of diagnostic examinations atincreasingly early stages aimed at improving patient care andquality of life and the monitoring of patient treatment. The trend
in the treatment of breast cancer is a perfect example of therole played by the various types of medical imaging, as MRI
plays a vital role in screening for and/or monitoring thedisease. European data indicate that more than 40 million
women over the age of 50 should be routinely screened byimaging. This procedure makes earlier diagnosis easier,radically changing the treatment strategy and allowing diseasefree remission from the condition. Furthermore, in the case ofsurgery, sentinel lymph node mapping can be used in thissame disease to limit surgical intervention to what is strictly
necessary.
For some types of cancer, such as hepatocellular carcinoma(HCC), Interventional Imaging is of great benefit as it enables
the precise imaging and mapping of hepatic lesions and eventhe administering of anti-cancer drugs within these tumor lesions
through transarterial chemoembolization, usually as an
outpatient procedure.

26

Some medical devices also require one or more clinicalinvestigations to validate their development:

In cardiology, the assessment of cardiovascular diseases
through imaging by injecting contrast media is vital forinvestigating the consequences of serious diseases for patients
who are symptomatic and/or present associated risk factors(such as obesity, diabetes, high cholesterol, stress, high bloodpressure, and smoking).
More than 8 million examinations are carried out worldwide
each year to analyze the condition of blood vessels (detecting
significant narrowing of vessels due to arterial plaque) and theimpact on the blood flow rate needed to adequately supply
essential tissues such as the heart (risk of a heart attack) or thebrain (risk of stroke).
Appropriate diagnosis allows patients to be categorizedaccording to their risk profile and the presence or absence ofclinical signs to determine the most appropriate treatment
options: preventive monitoring, choice of one drug alone orseveral drugs in combination, or a strategy of major orinterventional surgery. In this specialty, for example,
Interventional Imaging provides a view of the narrowed part ofblood vessels that needs medical attention, guides
endovascular procedures and provides an immediate check on
the effectiveness of the resulting dilation. This type of treatment,
which is less invasive for the patient and less costly for thecommunity in terms of hospitalization time and patientmonitoring, has replaced surgery in many cases.

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The Guerbet group
Innovation, Research and Development

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

1.6.3

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

Diagnostic Imaging

In the MRI segment, the aim of recent research on Dotarem®
has been to confirm its diagnostic effectiveness compared withother products, confirm its safety profile, and document its
pharmacokinetic profile for children under the age of 2 (at the
FDA’s request). An application to extend the indication forchildren under the age of 2 was approved in August 2017 by
the FDA. At the same time, in response to requests from the US,
Japanese and European authorities, Guerbet has provided allof the available preclinical and clinical data on Dotarem®
regarding the potential risk of brain deposits with repeated useof gadolinium. Deposits have been reported with linear
gadolinium chelates, but far less so or not at all withmacrocyclic gadolinium chelates like Dotarem®. After the EMA
began interim proceedings (Article 31) that led to areassessment of the risk/benefit analysis for all gadolinium
chelates, the European Commission confirmed in November
2017 the EMA’s decision to suspend non-specific linear
gadolinium chelates, to restrict MultiHance® and Primovist® toliver imaging only, and to maintain gadolinium macrocycle
chelates in all their indications. Also in November 2017, theauthorities in Japan decided to maintain first-line gadolinium
macrocycle chelates and to restrict the use of second-line linear
products. In December 2017, the FDA officially recognizedthat linear gadolinium chelates cause greater gadolinium
deposits than macrocycles and requested changes to the legal
notices for all products.
Guerbet LLC, like other laboratories marketing this type of
product, therefore received a request from the FDA to carry out
preclinical studies and a clinical study for Dotarem®, marketedin the United States (approval obtained in 2013). These studies
examine the potential long-term neurobehavioral effects ofgadolinium chelates and in vivo gadolinium deposition. The
preclinical study program will be completed in 2023, and theclinical study is underway. Progress is reported regularly to the
FDA. Some studies are being conducted in a consortium withother laboratories marketing gadolinium chelates in the UnitedStates.

In 2021, new exploratory studies were undertaken, such as thestudy of gadolinium retention in other organs after single orrepeated doses, a study on development of the protocol forsequential extraction of gadolinium in the kidney matrix, and astudy on the validation of analytical methods for thedetermination of gadolinium in biological samples at trace andultra-trace levels.
In addition, a new field of research opened up in late 2020
following an academic publication suggesting a potential
causal link between gadoline administration and small nerve
fiber neuropathies. Investigations were conducted in 2021 at
the request of the health authorities to replicate and understandthese results in collaboration with a university team from UPEC
specializing in the biology of the neuromuscular system.
Guerbet is continuing its clinical development of the newchemical entity (NCE) gadopiclenol (Elucirem™), a gadolinium
chelate-based molecule for use in MRI. As preclinical studies
have shown, this particularly effective product is suitable for thehigh magnetic fields (1.5 T and 3 T) used in routine clinicalpractice. Clinical studies in phases I, II and III have been
completed. Clinical studies were also conducted in specificpopulations and/or populations at risk, such as renal failure
patients and children from 2 to 17 years of age. The
registration application was submitted to the European and US
agencies in early 2022. In the US, the application received an
expedited review, and the FDA granted marketing approval on
September 21, 2022. In Europe, the application is currently
under review. On December 14, 2021, Guerbet and Bracco
Imaging announced the signing of a partnership agreement for
R&D activities on gadopiclenol. Following approval by thehealth authorities, Guerbet and Bracco will both market
gadopiclenol independently under two different brand names.
New clinical studies of gadopiclenol are underway orplanned, in collaboration with Bracco, to gain new indications,authorize its use in new patient populations (e.g. children 0 to
2 years old), or obtain marketing authorization in Asian
countries.

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27

The Guerbet group
Innovation, Research and Development

As provided for in the Pediatric Investigation Plan agreed uponwith the European and US authorities, a clinical study inchildren from 0 to 2 years of age started in 2022. This study
will eventually allow gadopiclenol to be approved for use inthis population after approval by the health authorities.
With regard to Delivery Systems and Services, the Innovation,
Research and Development engineers are currently focusing on
three strategic areas:

1.6.4

Accurate has developed a range of microcatheters forembolization procedures on tumors or vascular aneurysms
based on a new technology that makes it possible toadminister more embolization microparticles to the targeted
treatment area while preventing them from refluxing upstream toarteries irrigating healthy tissues (non-targeted areas areunaffected).
This range consists of two series of SeQure® and DraKon™
microcatheters in the United States and Europe as well as inmany other countries in Latin America and the Asia-Pacificregion. An expansion of the range of these SeQure® and
DraKon™ microcatheters covering new references in 1.7Fr,
1.9Fr and 3.0Fr was approved in October 2020 in the UnitedStates. Further expansions of the range were registeredrecently. At the same time, scientific collaborations are being• ensuring the safety of medical procedures through innovative
injection devices, whether single-use or designed for safer
multi-use practices.

established with the expert centers in HCC chemoembolization,arterial embolization of prostatic adenoma in men, and uterine
fibroma in women.
Numerous scientific collaborations with renowned teams in
Europe, the Asia-Pacific region and the Americas, as well as
research work, are underway with a view to conducting preclinical and clinical studies on the efficacy, safety andunderlying biological mechanisms of Lipiodol® Ultra-Fluid invarious uses in interventional radiology.
Lastly, Guerbet is continuing the international deployment of
Vectorio®, the only medical device dedicated to conventionaltransarterial chemoembolization (cTACE). This device can beused to produce a homogeneous mixture of Lipiodol® UltraFluidand anticancer agents in complete safety. Variants of thisinnovation have also been launched to provide a better
response to practitioners’ needs.

Public-private partnerships

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

28• developing solutions for the tracing of injected doses(Contrast&Care®);Interventional Imaging

In 2018, Guerbet acquired Accurate Medical Therapeutics(“Accurate”).

1.6.5• connecting injectors to imaging equipment;

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

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

The Guerbet group
Innovation, Research and Development

1.6.6

Research and Development expenditures

The table below presents the Research and Development costs incurred by Guerbet group over the last two years.
2022*

2021*

Research and Development costs (in € thousands)

69,98264,997

Research and Development costs (as % of revenue)

9.3%

8.9%

* Including the Research Tax Credit (CIR).

Guerbet is stepping up its investments:• in Diagnostic Imaging by pursuing the plan for developmentof gadopiclenol (Elucirem™) in MRI;• in the digital sector, by developing imaging solutions
coupled with Artificial Intelligence. A change in governancefor its Artificial Intelligence projects was announced on
November 3, 2022: initially motivated by a change in
Merative’s strategy for artificial intelligence in its imaging
portfolio, this agreement will also allow Guerbet to regain
all the latitude necessary to deploy its business strategy
while retaining full ownership of the assets developed andthe relevant intellectual property.
There is still significant market potential, and this agreement
enables Guerbet to retain control of the research work inprogress. The Group gives a reminder that very promising
initial results were obtained in 2022, in particular on thedetection of liver lesions (work to be presented at the

RSNA 2022 conference) and the detection of prostate cancer(work to be presented at the ECR 2022 conference). Also, thequality of the presentation of the Guerbet Artificial Intelligence
research team’s work recently impressed the jury of the BPIFrance 2030 program, resulting in €1 million in funding for thecompany’s project in the early detection of pancreatic cancer,
as announced recently.
Guerbet’s commitment to promoting its digital imaging
technology and algorithms developed over the past several
years is further strengthened by the licensing agreement
expected to be signed in the first half of 2023 with Intrasense
following the Group’s acquisition of a stake in the company
announced on January 11, 2023. This strategic partnershipwill enable Guerbet to benefit from proven know-how in
integrating Artificial Intelligence into the clinical routine ofpractitioners in imaging and oncology.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

29

The Guerbet group
Innovation, Research and Development

1.6.7

30

Research and Development portfolio

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

The Guerbet group
Innovation, Research and Development

1.6.8

Intellectual property

Intellectual property is vital, as it compensates for part of thetime and cost involved in innovation, while allowing companies
to reap the benefits of researchers’ work. The patent has a termof 20 years from the date on which the application is
submitted. In practice, product development times, especiallyfor drugs, are such that the exclusivity period is often
considerably reduced. The expiration of a patent may lead tothe emergence of very strong competition due to the arrival ofgeneric products.
In some cases, and where the patent relates to the active
ingredient of a drug, it may be extended for up to an
additional five years through an additional protection
certificate, known as a “Patent Term Extension” in the UnitedStates or a “Supplementary Protection Certificate” in othercountries.
Products may also be protected by other patents during thedevelopment and/or marketing phase. Guerbet has a portfolio

1.6.9

of patents covering active ingredients (e.g. contrast andradiotherapy media), new pharmaceutical formulations,emulsions, formulation and manufacturing processes, delivery
systems, medical devices (syringes, tubing, microcatheters,etc.), and methods based on Augmented Intelligence.
The Guerbet group and its subsidiaries have 377 patents andpatents pending (mainly in the names of Guerbet, LiebelFlarsheim Company LLC, Accurate Medical Therapeutics, andMedex), 1,774 trademarks registered or pending registration,and 22 industrial models. The portfolio of patents, trademarks
and industrial models contributes to the Group’s valuation andstrengthens its position in the growing market for contrast media
combined with medical devices. On December 3, 2022,
Merative agreed to transfer to Guerbet some 20 patents andpatent applications relating to methods based on Augmented
Intelligence.

Clinical data protection

Clinical data protection is a complement to protection bypatent. This is a period of exclusivity during which a regulatory
administrative authority will refuse:• either submissions of Marketing Authorization applications
for a competing product;• or the granting of Marketing Authorization for generics
developed on the basis of the clinical data covered by thisprotection relating to an originator drug.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

31

The Guerbet group

The Guerbet group

The Group’s governance structure at December 31, 2022

32

1.7

The Group’s governance structure at December 31, 2022

1.7.1

An international presence

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

The Group’s governance structure at December 31, 2022

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

33

The Guerbet group

The Guerbet group

The Group’s governance structure at December 31, 2022

32

1.7

The Group’s governance structure at December 31, 2022

1.7.1

An international presence

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

The Group’s governance structure at December 31, 2022

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

33

The Guerbet group
The Group’s governance structure at December 31, 202231 décembre 2022

1.7.2

Property owned

Country

Town/City

Address

BrazilRio de Janeiro

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

Cincinnati

2111 E Galbraith Road, Cincinnati, Ohio 45237

Raleigh

8800 Durant Road, Raleigh, North Carolina 27616

Aulnay-sous-Bois

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

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

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

United States

FranceVillepinte

15, rue des Vanesses, 93420 Villepinte

IrelandDublinDamastown Mulhuddart, Dublin 15

1.7.3

Distribution

Guerbet markets its products in more than 80 countries on allcontinents in several ways:• directly through its subsidiaries and branches;• through distributors;• through license-holders.

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

Distribution agreements

Customer types
Guerbet’s local customer structure in each of its national
markets, excluding distributors and licensees, differs from one
country to the next. Nevertheless, there are two factors common
to most countries:• a large proportion of sales are made to hospitals, clinics,
radiology centers and purchasing pools. In the vast majorityof cases, such sales are based on negotiated contracts orcalls for tenders;• a second major category of customers consists of wholesale
distributors that in turn supply pharmacies.

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

34

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

2
Corporate governance
2.1
2.2

Report of the Board of Directors
on corporate governance

36

Board of Directors

36

2.2.1

2.3

2.4

Composition of the Boardof Directors

2.2.2

Operation and powersof the Board of Directors

2.2.3

Organization of the workof the Board of Directors
and the Committees

2.2.4

Assessment of the Boardof Directors and its Committees

36

2.4.4

Compensation for the Deputy
Chief Executive Officer,
Philippe Bourrinet

71

2.4.5

Directors’ compensation

73

2.4.6

Equity ratios

74

2.4.7

Annual changes in compensationand company performance

75

2.4.8

Commitments made to company
officers on assuming, changing,or terminating their duties

76

2.4.9

Stock option and performance
share plans for company officers

76

55

56
59

General Management

60

2.3.1

Chief Executive Officer

60

2.3.2

Deputy CEO – Chief Pharmacist

60

2.3.3

The Executive Committee

61

Compensation of company officers 62

2.5

Exceptions to the
Afep-Medef Code

78

2.6

Agreements referred toin Article L. 225-37-4-2°of the French Commercial Code

78

2.7

Delegations of authority regarding
capital increases
78

2.4.1

Compensation policy
for company officers

62

2.8

2.4.2

Compensation of the Chairpersonof the Board of Directors,
Marie-Claire Janailhac-Fritsch

Provisions in the articles
of association relating
to General Meetings

79

67

2.9

Compensation of the Chief
Executive Officer, David Hale

69

Factors that could have an impact
in the event of a takeoveror exchange offer referred to in
Article L. 225-37-5 of the French
Commercial Code

80

2.4.3

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

35

Corporate governance
Report of the Board of Directors on corporate governance

2.1

Report of the Board of Directors on corporate governanceIn accordance with Article L. 225-37, paragraph 6 of theFrench commercial code, we are pleased to present to you thereport of the Board of Directors on Guerbet’s corporate
governance. In particular, this report gives an account of thecomposition, conditions for preparation and organization of theBoard’s work, the organization of the General Management,
as well as the principles and rules for determining thecompensation and benefits of any kind granted to the company
officers. This report was approved by the Board of Directors on
March 22, 2023.
Guerbet has adopted the Corporate Governance Codepublished by Afep-Medef (French Association of Private-Sector
Companies/French Business Confederation). Any deviations

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

2.2

Board of Directors

2.2.1

Composition of the Board of Directors

2.2.1.1

General principles governing
the composition of the Boardof Directors

The operation of the Board of Directors is governed by theCompany’s articles of association and the law. It also hasinternal regulations that clarify and supplement the procedures
governing its operation and the operation of its Committees.
The articles of association and the internal regulations areavailable on the Guerbet group’s website (under “Investors” –“Corporate Governance” section).
The main principles governing the composition of the Board of
Directors are as follows:• the Board of Directors is composed of: i) three (3) toeighteen (18) Directors appointed by the Ordinary General
Meeting and ii) one (1) to two (2) Directors representing theemployees, elected from and by the staff of the Company
and that of its direct or indirect subsidiaries whose head
office is located on French territory depending on whether
the Board of Directors is composed of fewer than eight (8)or more than eight (8) Directors. It should be noted that inaccordance with French Law No. 2019-486 of May 22,
2019, on business growth and transformation, the

(1)

36

from this Code are referred to in the summary table at the endof this report. This Code is available at https://afep.com/wpcontent/uploads/2020/01/Code-Afep_Medef-r%C3%A9vision-janvier-2020_-002.pdf.

Company’s articles of association were amended at theGeneral Meeting of May 29, 2020. As such, article 9.c of
the Company’s articles of association now provide that asecond Director representing the employees must be
appointed in the event that the Board of Directors is madeup of more than eight (8) Directors;• Directors, whether they are individuals or legal entities, areappointed for a term of one (1) to six (6) years by theGeneral Meeting on the recommendation of the Board of
Directors
after
consultingtheAppointment
andCompensation Committee (1). Each Board member, with the
exception of the Directors representing the employees, mustown at least 200 Company shares (as provided for inarticle 9.b of the articles of association). If, on the day of hisor her appointment, a Board member does not hold therequisite number of shares, or if, during his or her term ofoffice, a Board member ceases to own them, the Board
member is automatically deemed to have resigned if thesituation is not rectified within six (6) months;• Board members are reappointed, resign, are co-opted if avacancy arises, and are dismissed under the conditions
provided for by law.

It should be noted that the General Meeting of May 20, 2022, approved an amendment to article 9.b of the Company’s articles of association (Appointment of theBoard of Directors and term of office) to provide that, as an exception to the term of office of six (6) years and to allow exclusively for implementing or maintaining thestaggering of directors’ terms of office (recommended by the Afep-Medef Code), the Ordinary General Meeting may appoint one or more directors for a term of
between one and five years.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Corporate governance
Board of Directors

2.2.1.2

Current composition of the Board of Directors

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

Chairperson

Yes

Director

No

Olivier Fougère

EmployeeDirector

No

Mark Fouquet

Director

No

Éric Guerbet

Director

No

MemberMemberDidier Izabel

Director

Yes Chairperson

MemberMemberCéline Lamort

Director

No

Nicolas Louvet

Director

No

Chairperson

Marc Massiot

Director

No

MemberClaire MassiotJouault

Director

No

Jean-Sébastien
Raynaud

EmployeeDirector

No

Thibault Viort

Director

Yes

CarineDagommer

MemberMemberStrategyandInnovation
Committee

Chairperson

MemberMemberMemberMemberMemberMemberMemberMemberMemberChairperson

Ms. Marie-Claire Janailhac-Fritsch has chaired the Board since
September 30, 2013.
Mr. Michel Guerbet is honorary Company Chairperson.
In view of its reference shareholding structure, the Board of
Directors has a majority proportion of Directors representing theShareholder Agreement. In general, the Board of Directors andthe Appointment and Compensation Committee seek tobalance the composition of the bodies in the selection of
Directors and to pursue a strong diversity policy. This isreflected in the following factors monitored annually by the
Board:End ofterm

May 27,2011

2023 GMMay 20,2022

2023 GM

March 24,2021
May 23,2014
May 19,2017
May 23,
2014
May 29,2015
May 27,2016
May 28,2021
May 24,2013

November24, 2023
2026 GM
2023 GM
2026 GM
2027 GM
2028 GM
2027 GM
2025 GM

October 27, October 26,
2020
2026

MemberMemberDate of first
appointment

MemberMemberMay 19,20172023 GM• 40% women on the Board and a balanced representationof women and men on each Committee. The Board of
Directors is chaired by Ms. Marie-Claire Janailhac-Fritsch,
who also chairs the Strategy and Innovation Committee;• the average age of the directors is 55 years, and the
distribution of directors is balanced overall between thoseover 60 years of age (41%), those between 50 and 59
years of age (33%), and those under 50 years of age(25%);• a diversity of skills and professional experience to best meetits needs and carry out its work: an employee-elected
director also received special training on the Board of
Directors and CSR.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

37

Corporate governance
Board of Directors

COMPETENCE OF THE BOARD OF DIRECTORSThe Directors have been appointed for a six-year term, in
accordance with the law and the articles of association. Notethat the Afep-Medef Code’s recommendation that Directors’
terms of office should last for four years has not been adopted.
The Company strives to meet the criteria of the Afep-Medef
Code whenever this is compatible with its organizational
structure and operating procedures. However, due to theCompany’s size, its capital-intensive nature, and the Board’s
desire to adopt a long-term perspective while drawing on
experience, it has decided not to follow this recommendation. Itshould be noted that the General Meeting of May 20, 2022
approved an amendment to article 9.b of the Company’s
articles of association (Appointment of the Board of Directors
and term of office) to provide that, as an exception to the termof office of six (6) years and to allow exclusively for
implementing or maintaining the staggering of directors’ termsof office (recommended by the Afep-Medef Code), theOrdinary General Meeting may appoint one or more directors
for a term of between one and five years.

2.2.1.3

Director Declarations

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

Conflicts of interest
In 2022, the Board of Directors was not informed of any
potential conflict of interest that would prevent the performanceof a director’s duties throughout the year. General declarationsof non-conflict of interest are made in writing and signed, now
electronically, by each Director each year, in accordance withthe conflict of interest management procedure validated by the
Board of Directors.

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

38

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

2.2.1.4

Independent Directors

Each year, after consulting the Appointment and Compensation
Committee, the Board of Directors reviews the individual
situation of each Director with regard to all the independence
rules of the Afep-Medef Code (Article 9). The Code considersa Director independent “where the Director has no ties of any
kind to the Company, its Group or its Management that might
compromise the independent exercising of his or her judgment.
The term ‘Independent Director’ therefore refers to any nonexecutive officer of the Company or its Group who has no links
of particular interest (significant Shareholder, employee, other)with them.” In view of these criteria, at its meeting on
December 16, 2022, and on the recommendation of the
Appointment and Compensation Committee, the Board of
Directors deemed that the three Independent Directors are still
eligible for such status. They are Marie-Claire Janailhac-Fritsch,
Chairperson of the Board of Directors, Didier Izabel,
Chairperson of the Audit Committee, and Thibault Viort,
Chairperson of the Appointment and Compensation
Committee.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Corporate governance
Board of Directors

The criteria used to assess the independence of the Directors
are as follows:• criterion 1: not be or not have been during the preceding
five years:• an employee or executive officer of the Company,• an employee, executive officer or Director of a company
that the Company consolidates,• an employee, executive officer or Director of the parent
company of the Company or of a company consolidated
by that parent company;• criterion 2: not be an executive officer of a company inwhich the Company holds, either directly or indirectly, a
Directorship or in which a Directorship is held or has been
held within the past five years by an employee designatedas such or an executive officer of the Company;• criterion 3: not be a significant customer, supplier,investment banker or commercial banker or consultant of theCompany or its Group or for which the Company or its
Group represents a significant proportion of its business. The
assessment of whether the relationship with the Company or
Board Members

its Group is significant is discussed by the Board, and thequantitative and qualitative criteria that led to this assessment(continuity, economic dependence, exclusivity, etc.) are
explained in the corporate governance report;• criterion 4: not have close family ties with a corporate
officer;• criterion 5: not have been a Statutory Auditor for theCompany in the past five years;• criterion 6: not have been a Director of the Company formore than 12 years;• criterion 7: Directors representing significant Shareholders of
the Company or of its parent company may be considered
independent if such Shareholders do not participate in thecontrol of the Company. However, beyond a threshold of
10% in capital or voting rights, the Board, on the basis of areport by the Appointment Committee, systematicallyquestions the classification as independent by taking into
account the composition of the Company’s capital and theexistence of a potential conflict of interest.

Criterion 1

Criterion 2

Criterion 3

Criterion 4

Criterion 5

Criterion 6 Criterion 7

Independent Directors
Marie-Claire Janailhac-FritschCompliantCompliantCompliantCompliantCompliantCompliant Compliant

Didier Izabel

CompliantCompliantCompliantCompliantCompliantCompliant Compliant

Thibault Viort
Non-independent Directors

CompliantCompliantCompliantCompliantCompliantCompliant Compliant

Carine Dagommer

CompliantCompliantCompliantCompliantCompliantMark Fouquet

CompliantCompliantCompliantCompliantCompliantÉric Guerbet

CompliantCompliantCompliantCompliantCompliantCéline Lamort

CompliantCompliantCompliantCompliantCompliantNicolas Louvet

CompliantCompliantCompliantCompliantCompliant

Marc Massiot

CompliantCompliantCompliantCompliantCompliantClaire Massiot-Jouault
Olivier Fougère (director representing
the employees)
Jean-Sébastien Raynaud (director
representing the employees)

CompliantNoncompliant
Noncompliant

CompliantCompliantCompliantCompliant

NonCompliant compliant
NonCompliant compliant
NonCompliant compliant
NonCompliant compliant
NonCompliant compliant
NonCompliant compliant
NonCompliant compliant

CompliantCompliantCompliantCompliantCompliant Compliant

CompliantCompliantCompliantCompliantCompliant Compliant

As of December 31, 2022, 30% of the Board members were independent (employee Board members are not included in thiscalculation in accordance with the Afep-Medef Code).

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

39

Corporate governance
Board of Directors

2.2.1.5

Changes to the Board of Directors
during the 2022 fiscal year

The 2022 General Meeting ratified the co-optation of
Ms. Carine Dagommer as a non-independent director andapproved the renewal of the term of office of Mr. Nicolas
Louvet.

2.2.1.6

Expiring terms of office

The terms of office of Ms. Marie-Claire Janailhac-Fritsch,
Ms. Carine Dagommer, Mr. Éric Guerbet, and Mr. Thibault
Viort expire at the General Meeting of May 26, 2023.
The terms of office of the other Directors will expire at thefollowing General Meetings:

Training and integration of directors

2025 GM

Any new director undergoes a dedicated integration process.
Information sessions prior to the first Board meeting are heldwith the Chairperson of the Board of Directors and the
Corporate Secretary. This program enables new directors toquickly understand the Guerbet Group and its challenges. It
includes a review of the Group’s strategy, current projects, thecompany’s internal organization and the challenges facing themain departments, the competitive environment, the mediumand long-term outlook, and corporate governance. Wheneverpossible, this integration process includes visits to industrial
plants.

2026 GMIn addition, any director can receive ad hoc training on topics
of interest to the company or to expand certain knowledge.

40

2.2.1.72027 GM
2028 GM

Claire Massiot-Jouault
Mark Fouquet
Didier Izabel
Céline Lamort
Marc Massiot
Nicolas Louvet

The renewal date of the term of office of Mr. Olivier Fougère,Director representing the employees, is November 24, 2023.
The renewal date of the term of office of Mr. Jean-Sébastien
Raynaud, Director representing the employees, is October 26,
2026.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Corporate governance
Board of Directors

2.2.1.8

Offices and positions held by members of the Board of Directors

As of December 31, 2022, the Board of Directors consisted of the following members:

Marie-Claire JANAILHAC-FRITSCHCHAIRPERSON OF THE BOARD OF DIRECTORS
Independent
CAREER HISTORY• Consultant in the cosmetics sector at Hellébore since 2003
• Professional activity in the cosmetics industry since 1987; creation, development, andsale of start-ups in this field
Date of birth:
July 3, 1955

• Sales and marketing positions held in the pharmaceutical industry at Eurorga and Smith
Kline from 1978 to 1987

Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte - France• Member of the Institut français des administrateurs (French Institute of Directors) since2007 and member of the IFA Training Commission from 2007 to 2013

First appointment to the Board:
May 27, 2011

Current offices held

Date of last reappointment:
May 19, 2017
End of term of office:2023 General Meeting

EDUCATION• HEC Paris 1978

AT GUERBET• Chairperson of the Board of Directors• Chairperson of the Strategy and Innovation Committee• Audit Committee member• Member of the Appointment and Compensation Committee
2022 meeting attendance rate

Board of Directors: 100%
Audit Committee: 100%
Strategy and Innovation Committee: 100%
Appointment and Compensation Committee: 100%

Current offices held in French companies• Chairperson of Hellébore SAS (not listed)

Current offices held in foreign companies
None

Offices held over the last five years
FRENCH COMPANIES• Director and Vice-Chairperson of Biom’up (listed on Euronext) (end of term in 2019)• Director of Biophytis (listed on Euronext Growth) (end of term in 2018)
FOREIGN COMPANIESNoneGUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

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Board of Directors

Carine 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

• International marketing manager for make-up and fragrance – Elizabeth Arden
International (Geneva) 2001–2011

Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte - France• Export manager for the Latin America & Caribbean region, then key accounts manager
for France & Belgium – Escada Beauté Group (Paris) 1998–2001

Board of Directors co-optation date
September 22, 2021

• Master 2 (DESS) International Business (Université R. Schuman, Strasbourg)First appointment to the Board:
May 20, 2022

Current offices held

End of term of office:2023 General Meeting• Department store manager – Parfums Grès (Paris) 1996–1998
EDUCATION• ESSEC Global BBA

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 COMPANIES

None

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Olivier FOUGÈREDIRECTOR REPRESENTING THE EMPLOYEES
Non-independent: Guerbet employee
CAREER HISTORY• Research Specialist (since 2017)• Scientific Officer (2011)• Chemical Technician in R&I (1989–2011)
Date of birth:
September 29, 1964
Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte - France

EDUCATION• Master’s degree in chemistry (Faculté de Poitiers)• Qualified expert in radiation protection

Current offices held
AT GUERBETFirst appointment to the Board:
March 24, 2021

• Director representing the employees

Date of last reappointment:
Not applicable• Member of the Ethics, Governance and CSR Committee (since June 2022)

End of term of office:November 24, 2023

• Member of the Strategy and Innovation Committee (until June 2022)

2022 meeting attendance rate

Board of Directors: 100%
Strategy and Innovation Committee: 100%
Ethics, Governance and CSR Committee: 100%

Current offices held in French companies
None

Current offices held in foreign companies
None

Offices held over the last five years
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Mark FOUQUETDIRECTOR
Non-independent: member of the Guerbet family
CAREER HISTORY• Corporate Secretary, assisting with and arranging industrial and financial partnerships at
MGF Easybike from 2011 to 2016
Date of birth:
July 6, 1959
Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte - France
First appointment to the Board:
May 23, 2014
Date of last reappointment:
May 29, 2020
End of term of office:2026 General Meeting• Financial engineering key account manager for Paris and Abidjan at Maréchal &Associés Finance, from 2010 to 2011
• CEO and Partner, consultant in financial engineering and arranging financial deals at
FG Partner SAS from 2007 to 2010
• Consultant in financial engineering and arranging financial deals at Simpl-Fi from 2003
to present• Seller of French and European equities to institutional clients and IPO financing at KBC
Securities France from 1999 to 2003
EDUCATION• European Business School

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

Board of Directors: 100%
Audit Committee: 100%
Strategy and Innovation Committee: 100%

Current offices held in French companies• CEO of Simpl-Fi

Current offices held in foreign companies
None

Offices held over the last five years
FRENCH COMPANIES• Lucibel SA (listed on Euronext Growth, Paris), end of term June 30, 2021
FOREIGN COMPANIES

None

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Éric GUERBETDIRECTOR
Non-independent: member of the Guerbet family
Secretary of the Shareholder Agreement
CAREER HISTORY• 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
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Didier IZABELDIRECTOR
Independent
CAREER HISTORY• Senior Partner at Axys Finance since 2009
• Managing Director at Group Banca Leonardo (2006–2009)
Date of birth:
December 6, 1955
Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte - France
First appointment to the Board:
May 23, 2014

• Partner at Toulouse & Associés (2003–2006)• Head of Mergers and Acquisitions at Compagnie Financière Edmond de Rothschild(1994–2003)• Head of the Financial Engineering Department at Banexi (BNP Group) (1989–1994)
Ministry for Industry:• General Directorate for Industry, in charge of the Pharmaceutical Industry (1985–1989)• Provence-Alpes-Côte d’Azur Region DRIR (Regional Directorate for Industry andResearch), in charge of the Industrial Environment (1982–1985)
EDUCATION

Date of last reappointment:
May 29, 2020

• École Polytechnique (1976)

End of term of office:2026 General Meeting• Member of the Corps des Mines• École Nationale des Mines de Paris (1981)

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

Board of Directors: 100%
Audit Committee: 100%
Strategy and Innovation Committee: 100%
Appointment and Compensation Committee: 100%

Current offices held in French companies• CEO of Axys Finance since March 2009

Current offices held in foreign companies
None

Offices held over the last five years
FRENCH COMPANIES• CEO of SARL LMP 07 (until 2017)• Manager of SARL Financière des pins (until 2016)
FOREIGN COMPANIES

None

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Céline LAMORTDIRECTOR
Non-independent: member of the Guerbet family
CAREER HISTORY• Director of Operations at Cartamundi from 2021
• Head of strategic projects at Barry Callebaut from 2016 to 2021
Date of birth:
March 30, 1982
Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte - France• Head of Operations in the Food and Crop Protection division of Royal DSM N.V. from2013 to 2016
• Head of Supply Chain in the Food and Crop Protection division of Royal DSM N.V.
from 2011 to 2013
• Head of Logistics at Royal DSM N.V. in 2011
• Head of continuous improvement/operational excellence projects at Royal DSM N.V.
from 2008 to 2011

First appointment to the Board:
May 29, 2015

• Process Engineer at Royal DSM N.V. from 2006 to 2008

Date of last reappointment:
May 28, 2021

• IFA/Sciences Po Paris – Company Director Certificate

End of term of office:2027 General Meeting• École Nationale Supérieure de Chimie de Paris (ENSCP)EDUCATION• Unitech International Program

Current offices held
AT GUERBET• Director• Audit Committee member• Member of the Ethics, Governance, and CSR Committee
2022 meeting attendance rate

Board of Directors: 100%
Audit Committee: 100%
Ethics, Governance, and CSR Committee: 100%

Current offices held in French companies• Director of holding company Hakea SAS

Current offices held in foreign companies
None

Offices held over the last five years
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Nicolas LOUVETDIRECTOR
Non-independent: member of the Guerbet family
CAREER HISTORY• Director of EMEA Component Sales, Stellantis BU, at Yazaki Corporation since 2022
• Director of Global Value Improvement, Stellantis BU, at Yazaki Corporation since 2021
Date of birth:
June 27, 1976

• Head of the BU Improvement Plan at Yazaki Europe Limited from 2013 to 2020
• Head of Component Key Accounts at Yazaki Europe Limited from 2012 to 2015
• Head of Strategic Projects at Yazaki Europe Limited from 2007 to 2012

Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte - France• R&D Engineer, then Project Manager at Valeo Éclairage et Signalisation from 2001 to
2007

First appointment to the Board:
May 27, 2016

• Graduate of the UTC (Université de Technologie de Compiègne)EDUCATION

Current offices held

Date of last reappointment:
May 20, 2022

AT GUERBETEnd of term of office:2028 General Meeting• Chairperson of the Ethics, Governance, and CSR Committee• Director• Member of the Strategy and Innovation Committee
2022 meeting attendance rate

• Board of Directors: 100%• Strategy and Innovation Committee: 100%• Ethics, Governance, and CSR Committee: 100%

Current offices held in French companies
Director of holding company Hakea SAS

Current offices held in foreign companies
None

Offices held over the last five years
FRENCH COMPANIESNoneFOREIGN COMPANIES

None

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Marc MASSIOTDIRECTOR
Non-independent: member of the Guerbet family
Treasurer of the Shareholders Agreement
CAREER HISTORY• Founding Director, Enaxante, Business consulting in the health sector (since 2007)
Date of birth:
June 16, 1960
Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte - France
First appointment to the Board:
May 28, 2021

• Director, Espace Santé Saint-Bernard – Physiotherapy, Osteopathy, Sports Health (since2017)• Chief Executive Officer, Indiba France, medical device manufacturing (2013–2016)• Director or Training and Evaluation, Executive Committee member, LPG System, medical
device manufacturer (2000–2007)• Member of the high council of paramedical professions (MK Commission) with the
French Ministry of Health (1996–2000)• Instructor, Institut de Formation des Cadres de Santé at CRF and in the Paris and Rouen
FMK• Publications of books, articles and reports in health and human sciences

Date of last reappointment:
Not applicable

EDUCATION

End of term of office:2027 General Meeting• Research master’s degree in education sciences, Université de Provence, Aix-Marseille 1(2006)• EM Lyon Business School – LLL: General Management & Budget program (2007)• Health executive diploma (1993), Osteopathy degree (1992), State diploma inphysiotherapy (1984)

Current offices held
AT GUERBET• Director• Member of the Ethics, Governance, and CSR Committee
2022 meeting attendance rate

• Board of Directors: 100%• Ethics, Governance, and CSR Committee: 100%

Current offices held in French companies• Chairman of Hakea SAS holding company• Manager of Société Enaxante SARL

Current offices held in foreign companies
None

Offices held over the last five years
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Claire MASSIOT-JOUAULTDIRECTOR
Non-independent: member of the Guerbet family
CAREER HISTORY• Head of Operational Excellence and Lean Manufacturing at Sanofi R&D (2016–2020)• Head of Clinical and Medical Quality at Sanofi R&D (2010–2015)
Date of birth:
August 27, 1961
Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte - France
First appointment to the Board:
May 24, 2013
Date of last reappointment:
May 24, 2019
End of term of office:2025 General Meeting• Quality assurance/good clinical practices and drug safety monitoring at Sanofi R&D(1992–2010)• Biotech research at Advanced Magnetics, Cambridge, the United States (1990–1991)• Clinical research, Glaxo Laboratories (1989–1990)• Hospital pharmacy intern at Assistance publique des hôpitaux de Paris (Paris Public
Hospital Authority) (1985–1989)
EDUCATION• Advanced diploma in hospital pharmacy – Paris V• Master’s degree in biological and medical sciences – Paris VI• PhD in pharmacy – René-Descartes University – Paris V

Current offices held
AT GUERBET• Director• Member of the Appointments and Compensation Committee (until June 2022)• Member of the Strategy and Innovation Committee
2022 meeting attendance rate

Board of Directors: 91%
Strategy and Innovation Committee: 100%
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 COMPANIES• Manager of RFDC non-commercial partnership (2022)
FOREIGN COMPANIES

None

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Jean-Sébastien RAYNAUDDIRECTOR REPRESENTING THE EMPLOYEES
Non-independent: Guerbet employee
CAREER HISTORY• Global Head of Medical Affairs in medical imaging and Head of Medical Affairs
EMEA in Guerbet Group since 2021
• Head of Medical Affairs France, Guerbet France (2019–2020)
Date of birth:
July 2, 1971

• International Scientific Advisor and Head of the KOL International network, Guerbet S.A.
(2012–2019)

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

First appointment to the Board:
October 27, 2020

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

Date of last reappointment:
Not applicable

AT GUERBETEnd of term of office:October 26, 2026

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

Current offices held

• Director representing the employees• Member of the Appointment and Compensation Committee
2022 meeting attendance rate

Board of Directors: 100%
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
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Thibault 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)

Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte - France• Teaching at École Polytechnique and Sciences Po ParisFirst appointment to the Board:
May 19, 2017
Date of last reappointment:
Not applicableEnd of term of office:2023 General Meeting• Mentoring for several start-ups (Openclassrooms, Des bras en plus)
EDUCATION• Information Systems Engineer (EPITA 1996)

Current offices held
AT GUERBET• Director• Chairperson of the Appointment and Compensation Committee• Member of the Strategy and Innovation 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 COMPANIES

None
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2.2.1.9

Offices and positions held by executive directors:
CEO and Deputy CEODavid HALECHIEF EXECUTIVE OFFICERCAREER HISTORY• Chief Commercial Officer, Guerbet (2018–2019)• Chairperson of GE Healthcare Digital Imaging and Care Area Solutions• Management positions in Europe, for the EMEA region, the United States and Canada
at GE Healthcare
Date of birth:
July 2, 1968
Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte - France
Appointed Chief Executive Officer
of Guerbet:
January 1, 2020

• Management of commercial initiatives and services across European companies in GE’s
Corporate Initiatives Group in 2000
• Product and service management at Milliken Textiles, Eastman Kodak, and Ascom(Switzerland)• Project management at Boston Consulting Group in Germany
EDUCATION• MBA – Institute of Management Development (IMD), Switzerland• Degree in industrial and systems engineering – Georgia Institute of Technology (UnitedStates)Current offices held
AT GUERBET• Chief Executive Officer since January 1, 2020

Current offices held in French companies• Independent Director of Orpéa since July 2022

Current offices held in foreign companies
None

Offices held over the last five years
FRENCH COMPANIESNoneFOREIGN COMPANIESNone
The Chief Executive Officer is not a member of the Board of Directors.

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Philippe BOURRINETDEPUTY MANAGING DIRECTOR
Chief Pharmacist
Senior VP of Development, Medical & Regulatory Affairs
CAREER HISTORY

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

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

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

Appointed Deputy CEO
and Chief Pharmacist:
March 24, 2021

• Study director in Pharmacokinetics (1993–1994)• Head of Group Regulatory Affairs (2006–2019)• Development Project Manager (1997–2005)
UPSA:• Head of Pharmacokinetics, then Biological Screening (1994–1997) UPSA
• Honorary Chair of the French Society of Toxicology
EDUCATION• Doctorate in Pharmacy 1992 – Université Paris V• DSP in Biodynamics and Biopharmacy 1993 – Université Paris V• Postgraduate diploma in Pharmacokinetics and Metabolism of Medicines 1993 –Université Paris XI

Current offices held
AT GUERBET• Deputy Chief Executive Officer• Chief Pharmacist

Current offices held in French companies
None

Current offices held in foreign companies
None

Offices held over the last five years
FRENCH COMPANIESNoneFOREIGN COMPANIES

None

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2.2.2

Operation and powers of the Board of Directors

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

The Board of Directors grants the authorizations provided for bylaw (particularly those foreseen under the provisions of Article
L. 225-38 of the French Commercial Code).
The Board of Directors can decide to create committees. It
determines the composition and duties of such committees thatcarry out their activity under its responsibility, although without
delegating to said committees the powers that are assigned to
the Board of Directors itself by law or the articles of association
and without reducing or limiting the powers of the Board of
Directors.
The Board of Directors can grant special mandates to one orseveral of its members for one or more specific purposes.

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FIGURES ON THE BOARD OF DIRECTORSIn 2022, the Board of Directors met 11 times with an averageattendance rate of 96%. The following people participated inthese meetings:• the Directors;

Since the start of 2023, the Board of Directors has met once,
notably to review the annual financial statements for the 2022
fiscal year. In 2022, one meeting was held without the CEO in
attendance.

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

2.2.3

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

The Board of Directors met 11 times in 2022 and worked on:• financial topics (examination and approval of accounts,
budget);• strategy and growth operations topics;• monitoring of the Company’s risks;• appointment and human resources topics;• corporate social responsibility topics;• the Group’s Climate Strategy;• topics related to cybersecurity
information systems.

56

and

the

Company’s

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

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COMPOSITION OF THE COMMITTEES AT DECEMBER 31, 2022

* Independent Director.

2.2.3.1

Audit Committee• development and improvement of internal control;

The Committee met five times in 2022. It is chaired by Didier
Izabel, Independent Director, and is composed of fivemembers. The Internal Regulations of the Board of Directors set
the minimum number of independent directors on theCommittee and provide that the Chairperson of the Audit
Committee must be an independent director. Note that theAfep-Medef Code’s recommendation provides that at least twothirds of the Committee’s members should be Independent
Directors. This Committee composition rule was not adopted
due to the significant proportion of members representing theShareholder Agreement on the Board. However, with three
independent directors, the Audit Committee is 60%
independent.
In accordance with Article L. 823-19 of the French Commercial
Code, the Audit Committee, under the sole collective
responsibility of the Board’s members, oversees issues relating
to (i) the preparation and examination of the parent-company
financial statements and, where applicable, the consolidated
financial statements; (ii) the independence and objectiveness of
the Statutory Auditors, and (iii) the effectiveness of the internal
control, audit, and risk management systems. It makes arecommendation to the Board of Directors on the Statutory
Auditors, whose appointment and reappointment will be
proposed to the General Meeting. The Committee questions
the CEO, the CFO, and the Statutory Auditors. It also regularly
questioned the Director of Internal Control, the Heads ofInternal Audit and Internal Control, and the Head of Risks.
In 2022, the Committee devoted its meetings in particular to:• an examination of the Company’s accounts;• analysis and control of the Group’s risks;• the audits and reports, review of independence, andreappointment of the Statutory Auditors.
The Audit Committee participation rate in 2022 was 96%.

2.2.3.2

Strategy and Innovation Committee

This Committee met seven times in 2022. It is chaired byMarie-Claire Janailhac-Fritsch, Chairperson of the Board of
Directors and Independent Director. It has seven members.
The mission of the Strategy and Innovation Committee is toprepare the work of the Board of Directors on topics of major
strategic interest, in particular the examination of medium-term
strategic directions, changes in the competitive environment,
the annual budget, the industrial strategy, Innovation, Research,and Development priorities and projects, investment,
divestment, cooperation, and external growth operations, stock
market financial strategies, and compliance with major
financial balances. The agendas notably included:• the 2023-2027 medium-term plan;• the 2023 budget;• the business development plans;• the Augmented Intelligence strategy;• the Group’s development in certain regions, particularly in
the Asia-Pacific region, and direct and indirect sales
strategies;• the discussions with healthcare professionals in the sector on
innovation topics.

• internal audit topics (review of the previous year’s internal
audit, follow-up on the audit recommendations, andpresentation of internal audit reports);

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The participation rate in the Strategy and Innovation Committee
in 2022 was 98%.
Since July 2020, the Committee has benefited from the insightof an advisory board made up of three experts from various
professional and international backgrounds.

2.2.3.3

Appointment and Compensation
Committee

The Committee met four times in 2022. It is chaired by Thibault
Viort, Independent Director, and is composed of six members.
The current proportion of Independent Directors on thisCommittee is 50%. The Afep-Medef Code’s recommendation
providing for a majority of Independent Directors on this Board
was therefore complied with. A director representing theemployees is a member of this Committee, as recommended
by the Afep-Medef Code.

2.2.3.4

Ethics, Governance,
and CSR Committee

The Committee met three times in 2022. It is chaired by
Nicolas Louvet, Non-Independent Director, and is composed offive members.
This Committee prepares the work of the Board of Directors
with regard to ethics, governance, and CSR within the Group.
As such, the Committee handles and monitors all issues
relating to:• compliance of the Company’s values, actions, and projects
with social, legal, and regulatory standards;• management integrity;• the definition of and compliance with good governancerules;• prevention of corruption and fraud and compliance with the
Ethics Charter;

The role of the Appointment and Compensation Committee is
to make recommendations or proposals to the Board of
Directors on:• the Company’s Articles of Association and the Internal
Regulations of the Board of Directors;• the appointment and reappointment of Directors andappointment, dismissal and compensation of the Chief
Executive Officer and the Deputy Chief Executive Officers;

In general, the Committee also ensures that the Board and theBoard’s Committees are operating effectively.

• the Group’s compensationcompensation policy;

policyandlong-term• the CSR strategy and the implementation of CSR actions.

The agendas covered:• deployment of the company’s corporate purpose;• the compensation policy for company officers;• the Group’s draft Climate Strategy;• succession planning for the Chief Executive Officer, senior
executives, and people holding key positions within theGroup.

• progress on the Group’s CSR roadmap;• energy restraint challenges and plans;

The Committee specifically:• compliance issues, including relationships with healthcare
professionals;• made recommendations for reappointment of current
directors and appointment of new directors in 2023;• establishment of a skills-based sponsorship program;• reviewed the priorities of the Human Resources Department’s
roadmap;• assessment of the Group Alert Line;• proposed a performance bonus share issue plan;• revised the succession plan for members of the Executive
Committee;• establishment of a Group Diversity and Inclusion Policy;• composition of the Committees of the Board of Directors.
The participation rate in the Ethics, Governance, and CSR
Committee in 2022 was 100%.

• discussed the qualification as Independent Director in viewof the criteria of the Afep-Medef Code.
The participation rate in the Appointment and Compensation
Committee in 2022 was 100%.

58

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Corporate governance
Board of Directors

2.2.4

Assessment of the Board of Directors and its Committees

2.2.4.1

Assessment of the Boardof Directors

The Board of Directors conducted a self-assessment of its
operations and work this year. It was carried out using an
online questionnaire sent by the Corporate Secretary of theBoard at the end of the year to the Board members. Thisdetailed questionnaire, with open and closed questions, allows
participants to explain their answers and add comments. It
covers the operation of the Board of Directors, its work, and thetraining and responsibilities of the directors. The self-evaluation
includes a review of the past year and the responses toobjectives set at the beginning of the year. Lastly, it looks
ahead to the coming year with questions about the objectives
for the Board and the topics to be explored further.
The reporting on this evaluation took place at the Board
meeting of December 16, 2022.
The Board’s operation and governance practices wereassessed as satisfactory. Among the strengths identified were
truly independent governance, recognition of the contribution of
the Board’s secretarial function, the work of the Committees,
and the significant involvement of the Chairperson. The
directors wish to devote more time to discussions andexchanges at their meetings, and to examine certain topics inmore depth. The dashboard monitoring the company’s key
indicators is an appreciated internal tool that meets the Board’s
expectations and could be enriched with new indicators.

In the internal self-assessment questionnaire, the Directors also
identified topics to be addressed and dealt with:• the Group’s development strategy (internal/external growth)and industrial strategy;• Augmented Intelligence development and strategy;• deployment of the Climate Strategy adopted in 2022;• monitoring of major risks;• issues relating to the functioning of the Board of Directors, inparticular with the appointment and reappointment of
Directors in 2023.

2.2.4.2

Assessment of the Committees

For the third year, each Board Committee conducted its own
self-assessment using specific questionnaires sent to themembers of each Committee.
In general, Director attendance at Committee meetings is very
high (between 96% and 100% in 2022). Each Committee
member has been particularly active and effective, contributing
according to his or her expertise.
The self-assessment of each Committee indicates a high level ofsatisfaction with the appropriateness of the Committees’
composition, with regard to both the number of members andcompetencies and the allocation of roles. The role of the Ethics,
Governance and CSR Committee has been greatly
strengthened in terms of both the number of members and thestrategic topics addressed. The Directors then outlined thepriority themes to be explored by each Committee.

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59

Corporate governance
General Management

2.3

General Management

2.3.1

Chief Executive Officer

David Hale, appointed on January 1, 2020, served as Chief
Executive Officer, a position separate from Chairperson of theBoard of Directors, throughout the 2022 fiscal year.
In accordance with the provisions of the French Commercial
Code and the Company’s articles of association, Guerbet’sChief Executive Officer is appointed by the Board of Directors
on the proposal of the Appointment and Compensation
Committee. This officer may be dismissed at any time by the
Board of Directors.

2.3.2

The provisions relating to the CEO’s compensation, detailingthe rules and principles for determining the CEO’scompensation and the compensation paid and awarded
during the 2022 fiscal year, are specified in section 2.4 of thisreport.

Deputy CEO – Chief Pharmacist

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

60

Pursuant to Article L. 225-56 of the French Commercial Code,the CEO has the broadest powers to act in all circumstanceson the Company’s behalf. The Chief Executive Officer’s powers
are exercised within the scope of the corporate purposes andsubject to those powers expressly granted to Shareholders’meetings and to the Board of Directors by law. The CEO
represents the Company in its relations with third parties.

This officer may be dismissed at any time by the Board of
Directors.
Philippe Bourrinet was appointed Deputy Chief Executive
Officer – Chief Pharmacist by the Board of Directors on
March 24, 2021.
The Deputy CEO receives compensation for performing theduties of Chief Pharmacist. Philippe Bourrinet has an
employment contract for which he receives compensation as
Head of Development and Medical and Regulatory Affairs.
The provisions relating to the Deputy CEO’s compensation,
detailing the rules and principles for determining the CEO’scompensation and the compensation paid and awarded
during the 2022 fiscal year, are specified in section 2.4 of thisreport.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Corporate governance
General Management

2.3.3

The Executive Committee

Guerbet’s Executive Committee is chaired by the Chief
Executive Officer and includes the Directors of the main
operational and financial functions of Guerbet. The Executive
Committee meets once a month.
This body supports the Chief Executive Officer in implementing
the strategy defined by the Board of Directors, and provides
operational guidance for decision-making. Its main tasks are as
follows:• determine the Group’s budget lines according to themedium-term strategic priorities determined with the Board of
Directors;• propose annual qualitative and quantitative objectives to theBoard of Directors;• guide and monitor operational performance;• issue opinions on the Company’s guidelines and decide on
reallocations of resources if necessary;• manage critical risks.
As of December 31, 2022, the members of the Executive
Committee are:Equality on the Executive Committee
Guerbet is committed to the implementation of a gender equality policy in its Executive Committee and more broadly within its senior
management. The Executive Committee is composed of 45% women and 55% men.

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61

Corporate governanceCompensation of company officers

2.4

Compensation of company officers

2.4.1

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;

62• 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.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Corporate governanceCompensation of company officers

2.4.1.1

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

Compensation structure
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 compensation
or multi-year variable compensation, in cash or in shares, tied
to the performance of the Company or the Group and is notpart 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
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.
Accordingly, the following factors are taken into account in its
determination:• the responsibilities and duties specific to this corporate
office, as provided for by law and the internal regulations of
the Board of Directors, which notably involve ensuring 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 the

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

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 is maintained at €110,000, 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.

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.

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

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

Other 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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63

Corporate governanceCompensation of company officers

2.4.1.2

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

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.
As such, in order to safeguard their interests, the Company
endeavors to maintain consistency between the Chief Executive

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 with head office 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.

64

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

compensation,subjecttoVariable 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.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Corporate governanceCompensation of company officers

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;• 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.

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.

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, of which 20% fully vested must be retained inregistered form until the end of the term of office.

Exceptional compensation
Exceptional compensation
exceptional circumstances.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

may

also

be

awardedin65

Corporate governanceCompensation of company officers

2.4.1.3

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.

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
et seq. 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.

Policy on the compensationof 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.

Company car

Multi-year variable compensation

The Chief Executive Officer has use of a company vehicle.

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

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

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.

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 Deputy Chief Executive Officer is not a Director
and therefore does not receive any compensation in thisrespect.

Currently, the Chief Executive Officer is not a Director andtherefore does not receive any compensation in this respect.

Termination compensation

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.

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.

66

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Corporate governanceCompensation of company officers

2.4.2

Compensation of the Chairperson of the Board of Directors,
Marie-Claire Janailhac-Fritsch

2.4.2.1

Summary table of the compensation awarded to Marie-Claire Janailhac-Fritsch,
Chairperson of the Board of Directors
2022

2021

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

117,416

117,416

Compensation for serving as a Director (a)TOTAL COMPENSATION

43,200(b)
160,616

45,600163,016(in €)(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.

2.4.2.2

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

Amounts paid during the fiscal year

2022

2021

2022

2021

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

110,000

110,000

110,000

110,000

Compensation as a Director (a)(b)
Benefits in kind

43,2007,416

45,6007,416

45,6007,416

48,0007,416

TOTAL COMPENSATION

160,616

163,016

163,016

165,416(in €)(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 is also
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.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

67

Corporate governanceCompensation of company officers

2.4.2.3

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

Compensation components
subject to a vote

Amounts paid
during the pastfiscal year

2023 fixed compensation€110,000

Directorship compensation€45,600

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

Benefits of any kind –Supplementary pension€4,9502.4.2.4

Amounts granted forthe past fiscal year orbook valuation Comments€110,000 Section 2.4.1.1 “Policy on compensation of the Chairpersonof the Board of Directors.”
The amount was determined based on:• the responsibilities and duties specific to this corporate
office, as provided for by law and the internal 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 last benchmarking was in
2022.
€43,200 Section 2.4.5 “Compensation of the Directors.”
The compensation of the Directors consists of a fixed portion
and a variable portion. The variable portion is the main part of
the Directors’ compensation.
€2,466 Section 2.4.1.1 “Compensation policy for the Chairperson of
the Board of Directors.”
Contributions paid by Guerbet for mutual health insurance andwelfare insurance. The Chairperson has health coverage anda welfare insurance policy, taken out by Guerbet, under thesame conditions as for Guerbet employees. The contributions
paid by Guerbet totaled €2,466 in 2022, of which €1,217
for the welfare insurance and €1,249 for the mutual healthinsurance.
€4,950 Section 2.4.1.1 “Compensation policy for the Chairperson of
the Board of Directors.”
Marie-Claire Janailhac-Fritsch is covered by the “Article 83”
funded pension plan, a mandatory Group insurance policy forthe executive category. Contributions for 2022 totaled€4,950.

Summary of benefits of the Chairperson of the Board of Directors

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

Chairperson of the Boardof Directors

Employment contract
Yes

No

Compensation or benefits due
or liable to be due following atermination or change of
dutiesSupplementary
pension plan
Yes

No

Yes

No

Marie-Claire Janailhac-Fritsch
X
X
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

68

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Compensation
relating to a noncompete clause
Yes

No

X

Corporate governanceCompensation of company officers

2.4.3

Compensation of the Chief Executive Officer, David Hale

2.4.3.1

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• Value of performance shares distributed during the fiscal year
TOTAL

—
(b)

—

—

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).

2.4.3.2

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

Amounts paid during the fiscal year

2022

2021

2022

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)(b)
Benefits in kind—
56,536—56,447—56,536—56,539TOTAL COMPENSATION

816,430

1,112,822

1,112,911

932,770(in €)(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.

2.4.3.3

David Hale

Performance shares awarded to the Chief Executive Officer during the 2022 fiscal year
Plan date (Boardof Directors)

Number of sharesissued during the
fiscal year

Value of shares

September 21,
2022

25,000€436,500(in €)(a)

Vesting date

Availability date

Performance
condition

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).

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69

Corporate governanceCompensation of company officers

2.4.3.4

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

Compensation components
subject to a vote

70

Amounts paid
during the pastfiscal year

Fixed compensation€469,500

Annual variable
compensation€586,875

Amounts granted forthe past fiscal year orbook valuation Comments€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 ofinternational executives in comparable companies of thehealthcare industry in France to ensure attractive, competitivecompensation levels.
€290,394 Section 2.4.1.2 “Compensation policy for the Chief Executive
Officer.”
The variable compensation for this position for 2022 was basedon quantitative criteria (gross margin, EBITDA, free cash flow,
several CSR criteria) and qualitative criteria (progress on projects
related to the integration of acquisitions and progress on
business development and licensing projects). These criteria
were aligned with the Company’s objectives.
For confidentiality reasons, the level of achievement required forthe quantitative criteria and the details of the qualitative criteria,
although pre-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 theChief 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.
These benefits comprise:• the same supplementary health and death insurance system asGroup employees in France: €1,720;• the same welfare insurance and health insurance plan asGroup 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, a mandatory Group insurance policy for the executive
category.
Contributions are based on the annual gross compensation ofpolicyholders for the insurance period in question, limited toSocial Security bracket C. The monthly contribution rate is
exclusively employer-based and is equal to 4.5% of the monthly
compensation. There are no tax charges associated with thepolicies. Contributions for 2022 totaled €14,808.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Corporate governanceCompensation of company officers

2.4.3.5

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

Employment contract
Chief Executive Officer

YesDavid Hale

Compensation or benefits due or liable
to be due following a termination or Compensation relating to achange of duties
non-compete clause

Supplementary
pension plan

No

Yes

X

X

No

Yes

No

Yes

No

X

X

Start of term: January 1, 2020

2.4.4

Compensation for the Deputy Chief Executive Officer, Philippe Bourrinet

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

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.

Summary of the compensation awarded to Philippe Bourrinet, Deputy CEO
2022

2021

Compensation for corporate office held (including payroll taxes)

11,500

10,225

Value of performance shares distributed during the fiscal year—
11,500—
10,225(in €)

TOTAL

2.4.4.2

Details of the compensation awarded to Philippe Bourrinet, Deputy CEO
Amounts due for the fiscal year2022

(in €)

Compensation for the corporate office(including payroll taxes)
TOTAL COMPENSATION

11,500 (a)11,500

Amounts paid during the fiscal year

2021

2022

2021

11,50011,50011,50011,500

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

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71

Corporate governanceCompensation of company officers

2.4.4.3

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

Compensation components
subject to a vote

Amounts paid
during the pastfiscal year

Compensation for theoffice of Deputy CEO(Chief Pharmacist)

2.4.4.4€11,500

Amounts granted forthe past fiscal year orbook valuation Comments€11,500 Section 2.4.1.3 “Compensation policy for the Deputy Chief
Executive Officer (Group Chief Pharmacist).”The Deputy Chief Executive Officer receives a “Chief
Pharmacist” premium for his responsibilities as Chief Pharmacist
for the Guerbet group. On the proposal of the Appointments andCompensation Committee, the gross Chief Pharmacist premiumfor the Deputy Chief Executive Officer was stipulated as€11,500 for 2022. On the proposal of the Appointments andCompensation Committee, the Board of Directors will submit to
the General Meeting a proposal to maintain this premium at€11,500 for 2023.

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-RECOMMANDATION NO. 2009-16

Deputy Chief
Executive Officer

Employment contract

Philippe Bourrinet

Yes

X

No

Compensation or benefits due or liable
to be due following a termination or Compensation relating to achange of duties
non-compete clause

Supplementary
pension plan
Yes

No

Yes

X

Start of term: March 24, 2021

72

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

No

X

Yes

No

X

Corporate governanceCompensation of company officers

2.4.5

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.

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.

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.

The Chairpersons of each of the Committees receive anadditional variable portion, justified by the workload andadditional responsibility that this function entails.

At the General Meeting scheduled for May 26, 2023, theShareholders will be asked to approve the compensation

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

O. Fougère (employee-elected director)

€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

€0

€0

€0

J.-S. Raynaud (employee-elected director)
T. Viort€6,000€33,600€39,600

TOTAL

54,400

264,000

324,000

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 202273

Corporate governanceCompensation of company officers

2.4.6

Equity ratios

2.4.6.1

Data used

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

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

2.4.6.2

Population: employees on a permanent contract with Guerbet
S.A., excluding employees for whom 100% of their grosssalary is less than €18,000 (e.g. long-term illness or
suspension of activity).

Ratio calculated on average wages

Year

Chief Executive Officer (David Hale)

2022

2021

2020

18.35

15.85

8.68

Chief Executive Officer (Yves L’Épine)
Chairperson of the Board of Directors
Deputy Chief Executive Officer(since 2021)
Deputy Chief Executive Officer(2016–2021)*
*

2.69

2.81

0.19

0.04

—

0.17

Chairperson of the Board of Directors: The 2022 ratio (2.69
versus 2.81 in 2021) is stable compared with 2021. The

2.4.6.3

5.17

17.83

21.14

2.77

2.66

2.05

0.61

0.20

0.93

compensation of the Chairperson of the Board of Directors did
not change.
Deputy Chief Executive Officer: The change in the Deputy
Chief Executive Officer’s ratio from 0.04 in 2021 to 0.19 in
2022 can be explained by the payment of 100% of thecompensation for his office in 2022, unlike in 2021. The
premium in 2021 was paid on a pro-rata basis for his term ofoffice, which began on March 24, 2021.

Ratio calculated on median wages

Year

Chief Executive Officer (David Hale)

2022

2021

2020

22.09

18.93

10.60

3.24

3.36

0.23

0.21

Chief Executive Officer (Yves L’Épine)
Chairperson of the Board of Directors
Deputy Chief Executive Officer (since2021)
Deputy Chief Executive Officer*(2016–2021)

0.05

2019

2018

6.31

21.87

26.54

3.38

3.26

2.57

0.75

0.24

1.17

For the Deputy Chief Executive Officer, his compensation for his corporate office of €11,500 is included.

Chief Executive Officer: In 2022, the change in Mr. David
Hale’s ratio (22.09 versus 18.93 in 2020) can be explainedby the payment of greater annual variable compensation for2022 than for 2021 (2021 was impacted by the Covid-19
effect in 2020). As a reminder, the ratio of 10.60 for 2020 is
explained by the fact that Mr. Hale received only his fixedcompensation as CEO.

74

2018

For the Deputy Chief Executive Officer, his compensation of €11,500 for his corporate office and his variable multi-year compensation are included.

Chief Executive Officer: In 2022, the change in Mr. David
Hale’s ratio (18.35 compared with 15.85 in 2021) can be
partly explained by the payment of greater annual variable
compensation for 2022 than for 2021 (2021 was impacted
by the Covid-19 effect in 2020). This payment is aligned withthe company’s objectives and was validated by the 2022
General Meeting.

*

2019

Chairperson of the Board of Directors: Given that thecompensation of the Chairperson of the Board of Directors
remained stable, the ratio did not change (3.24 in 2022
compared with 3.36 in 2021) over the past four years.
Deputy Chief Executive Officer: Mr. Philippe Bourrinet’s ratio(0.23 in 2022 versus 0.21 in 2021) corresponds to thepayment of 100% of his premium as Deputy CEO. In 2021,
he took up his duties during the year (March 2021), and his
premium was paid on a pro-rata basis.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Corporate governanceCompensation of company officers

2.4.7

Annual changes in compensation and company performance
Rate of change
2022

2021

2020

2019

2018

David Hale

19.3 %

NS*

NS*

—%

—%

Yves L’Épine—%-1.5 %

Marie-Claire Janailhac-FritschPhilippe Bourrinet (a)12.5 %—%

Pierre André (b) (term expired)
Marion Barbier (end of term in 2021)

—%

NS*

-16.3 %

51.1 %-1.3 %
NS*

7.6 %
—%

28.8 %
—%

3.2 %
—%

NS*

NS*

79.0 %

376.2 %—%

-4.2 %

20.0 %-7.7 %

2.0 %Mark Fouquet

11.5 %

4.0 %

15.4 %—%

2.0 %Éric Guerbet

28.6 %

5.0 %

6.7 %

NS*

—%

Didier Izabel

2.8 %

—%

15.2 %-6.3 %

8.1 %Céline Lamort

31.6 %

26.7 %-21.7 %

-4.2 %

11.6 %

Nicolas Louvet

8.7 %

—%

15.0 %

6.7 %NS*

Claire Massiot-Jouault

3.8 %

—%

15.6 %—%

3.8 %Thibault Viort

16.7 %

3.4 %

36.5 %NS*—%

Carine Dagommer

NS*

Marc Massiot

NS*
(c)

3.0 %

-2.8 %

3.4 %-0.7 %

6.8 %

(c)

2.2 %

-0.7 %

3.7 %

1.6 %

1.5 %

EBITDA

-1.9%

4.3%

-9.7%

-8.0%

-14.9%

Revenue

2.9%

2.8%

-12.8%

3.5%

-2.2%

Guerbet S.A. – Average
Guerbet S.A. – MedianOperating result-146.9%-7.6%-20.1%-26.1%-11.7%NET INCOME-226.0%84.2%-52.5%-19.7%

1.3%

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

Chief Executive Officer: Mr. David Hale’s compensation
increased by 19.3%. In 2022, an increase in annual variable
compensation explains this change. Mr. David Hale’s fixedcompensation remained unchanged.
Chairperson of the Board of Directors: Ms. Marie-Claire
Janailhac-Fritsch’s compensation decreased by 1.5% between
2021 and 2022 due to a slight decrease in her compensation
as Director.
Deputy Chief Executive Officer: In 2022, Mr. Philippe
Bourrinet received his full compensation for his office. In 2021,
having started his term of office during the year, he received hiscompensation on a pro-rata basis.

In 2022, Guerbet’s average compensation increased by 3.0%
compared with 2021. This trend is explained by the greater
amount of variable compensation than in 2021. In addition, in
2022, the distribution of performance shares to certain
employees increased average compensation compared with
2021.
Between 2021 and 2022, the upward trend in the median of
Guerbet salaries was due to changes in the compensation
structure resulting from the arrival of new employees hired atmore than the median salary.

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75

Corporate governanceCompensation of company officers

2.4.8

Commitments made to company officers on assuming, changing,or terminating their duties

Not applicable.

2.4.9

Stock option and performance share plans for company officers

2.4.9.1

Options awarded in 2022

N/A.

2.4.9.2

Options exercised in 2022

N/A.

2.4.9.3

Options not exercised at December 31, 2022

N/A.

76

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Corporate governanceCompensation of company officers

2.4.9.4

Issue and distribution of performance shares to executive company officers

Details of the performance shares issued
to executives company officers

Date of General Meeting
Date of Board of Directors’ meeting
Share issue date
Distribution date2016 Plan

2019 Plan

2021 Plan

2022 Plan

May 27, 2016

May 28, 2018

May 29, 2020

May 20, 2022

November 8, 2016
December 1, 2016, toNovember 30, 2018
December 1, 2018, toNovember 30, 2020

March 26, 2019

March 24, 2021 September 21, 2022

July 1, 2019

May 1, 2021 September 22, 2022

July 1, 2022

May 1, 2024 September 22, 20252017 fiscal year
No shares issued
No shares distributed2018 fiscal year
Total number of performance shares
distributed to company officers undereach of the plans:• Pierre André732• Share distribution date

December 1, 2018

Total number of performance sharesissued to company officers under eachof the plans:• Pierre André

800• Share distribution date

March 1, 20182019 fiscal year
No shares distributed
Total number of performance sharesissued to company officers under eachof the plans:• Pierre André

800• Share issue dateJuly 1, 20192020 fiscal year
Total number of performance shares
distributed to company officers undereach of the plans:• Pierre André773• Share distribution date

March 1, 2020

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

15,200• Share distribution date

May 1, 2021

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

25,000• Share distribution date

September 21, 2022

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77

Corporate governanceExceptions to the Afep-Medef Code

2.5

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

Afep-Medef Code

Guerbet situation/Comments

Directors’ termsof office

Limitation of theterm of officeof Directors tofour years inaccordance withthe articles ofassociation
Article 13 of the
Afep-Medef CodeThe members of the Board have been appointed for a six-year term, in accordancewith the law and the articles of association. Note that the Afep-Medef Code’s
recommendation that Directors’ terms of office should last for four years has not been
adopted.
The Company strives to meet the criteria of the Afep-Medef Code whenever this iscompatible with its organizational structure and operating procedures. However,
due to the Company’s size, its capital-intensive nature, and the Board’s desire toadopt a long-term perspective while drawing on past experience, it has decided not
to follow this recommendation.
It should be noted that the General Meeting of May 20, 2022 approved anamendment to Article 9b of the Company’s articles of association (Appointment of
the Board of Directors and term of office) to provide that, as an exception to the termof six (6) years and in order to allow exclusively that the staggering of directors’
terms of office be implemented or maintained (as recommended by the Afep–Medef
Code), the Ordinary General Meeting of Shareholders may appoint one or more
directors for a term of between one and five years.

Proportion of
independent directors
among the members of
the Board of Directors

Independent
Directors
Article 9.3 of the
Afep-Medef Code

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

Composition of the
Audit Committee

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

2.6

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

N/A.

2.7

Delegations of authority regarding capital increases

A summary of the current delegations of authority granted by the General Meeting of Shareholders with regard to capital increases,
pursuant to Articles L. 225-129-1 and L. 225-129-2, and showing the use of these delegations during the 2022 fiscal year, isprovided in section 3.6.11.

78

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Corporate governance
Provisions in the articles of association relating to General Meetings

2.8

Provisions in the articles of association relating
to General Meetings

There are no specific statutory provisions in relation to theparticipation of Shareholders in General Meetings. General
Meetings are convened and held, and resolutions are adopted
in accordance with the conditions set by law. However, adouble voting right is granted to shares that have beenregistered for at least two years.

Meetings, has sole authority to decide on amendments to thearticles of association.
The Company’s articles pertaining to General Meetings are as
follows:

The General Meeting, deliberating under the quorum andmajority conditions required for Extraordinary General

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

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

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

The voting right belongs to the beneficial owner in ordinary
general meetings and to the bare owner in extraordinary
general meetings, with the exception of shares that are thesubject of a collective holding commitment subscribed for theapplication of Article 787-B of the French general tax code
and are a gift with beneficial ownership. In that case, thebeneficial owner’s voting right is limited to decisions
concerning the allocation of profits.

Article 21 – Competence – Quorum – Majority for General Meetings
The competence of the ordinary and extraordinary general
meetings is the competence provided for by law.

or, as of the second notice of meeting, one-fifth of the shares
having a voting right.

The Ordinary General Meeting deliberates validly only if the
Shareholders present or represented or having voted by post
hold at least, as of the first notice of meeting, one-fifth of theshares having a voting right; on the second notice of meeting,no quorum is required.

The Ordinary General Meeting rules by a majority of the votesof the shareholders present, represented, or having voted by
post.

The Extraordinary General Meeting deliberates validly only if
the Shareholders present or represented or having voted bypost hold at least, as of the first notice of meeting, one-fourth

The Extraordinary General Meeting rules by a two-thirds
majority of the votes of the Shareholders present, represented
or having voted by post.

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79

Corporate governanceFactors that could have an impact in the event of a takeover or exchange offer referred to in Article L. 225-37-5 of the French Commercial Code

2.9

Factors that could have an impact in the event of a takeoveror exchange offer referred to in Article L. 225-37-5 of theFrench Commercial CodeInformation that could have an impact in the event of a takeover or exchange offer must be included in the corporate governancereport in accordance with Article L. 225-37-5 of the French Commercial Code. The table below indicates the section that readers
should refer to, for each type of information.
Section of the Universal
Registration Document

Type of information

1°

The Company’s capital structure.

2°

The restrictions in the articles of association on the exercise of voting rights and transfers ofshares or the clauses of agreements brought to the attention of the Company pursuant to
Article L. 233-11.
There are no such restrictions in Guerbet’s articles of association. The provisions of thearticles of association relating to General Meetings are set out in this Document.
A Shareholder Agreement is in force.

3°

Direct or indirect holdings in the Company’s capital of which it is aware pursuant to Articles
L. 233-7 and L. 233-12.
4° The list of holders of any share with special control rights and a description of such rights.
There are no such shares in Guerbet’s capital.
5° Control mechanisms provided for in a potential employee shareholding system when control
rights are not exercised by the employees.
6° Shareholder agreements of which the Company is aware and which may result in restrictions
on the transfer of shares and the exercise of voting rights.
7° Rules applicable to the appointment and replacement of members of the Board of Directors
and to amendments to the Company’s articles of association.
8° The powers of the Board of Directors, in particular with regard to share issuance orbuybacks.
9° Agreements entered into by the Company that are amended or terminated in the event of achange in the Company’s control, except where such disclosure could cause serious harm to
its interests, apart from cases of legal obligation of disclosure.
The Group’s financing contracts contain change of control clauses.
10° Agreements providing for the payment of compensation to members of the Board of Directors
or employees in the event of their resignation or dismissal without real and serious cause or if
their employment were to be terminated as a result of a public buyout or exchange offer.
No such agreement exists.

80

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Guerbet and its shareholders –3.4
Corporate governance –2.8
andGuerbet and its shareholders –3.6.1
Guerbet and its shareholders –
3.6.4
N/A
Guerbet and its shareholders –3.6.3
Guerbet and its shareholders –3.6.1
Corporate governance –2.2
Guerbet and its shareholders –3.6.10
N/A

N/A

3Capital and share ownership
3.1

Stock market data

3.2

Relations with the financial
community

83

3.3

Distributed dividends

84

3.4

Shareholding structure

84

3.4.1
3.4.2

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

82

84

85

3.5

Share buyback program

3.6

Additional information about
the capital

86

3.6.1

Shareholder agreement

86

3.6.2

Share lock-in commitments
through “Dutreil” agreements

86

3.6.3

Control mechanisms provided
for a potential employee
shareholding system when thecontrol rights are not exercisedby the employees

3.6.4

Threshold crossings

86

3.6.5

Transactions by executive
officers and similar individuals

86

3.6.6

Transactions by employees
excluding corporate officers

87

3.6.7

Performance share plans

87

3.6.8

Stock option plans for the 2022
fiscal year

92

3.6.9

Limitation of the risk of undue
control by the majority
Shareholder

9285

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

92

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

93

3.6.12 Provisions in the articles
of association on shares

94

86

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

81Capital and share ownership
Stock market data

3.1

Stock market data

Guerbet shares are listed on Euronext Paris – Segment B under ISIN code FR0000032526.
Based on the closing price of €16.96 at December 31, 2022, Guerbet’s market capitalization is €214 million.
SHARE PRICE PERFORMANCE IN 2022** Based on daily closing prices.

Highest price in a
trading session

Lowest price in a
trading session(in €)

Number of shares
tradedCapital traded(in €)

January

38.0

32.5

114,313

3.96

February

34.5

27.8

172,320

5.32

March

30.1

26.0

472,811

13.10

April

27.7

23.8

339,851

8.80

May

26.5

22.6

547,153

13.55

June

26.4

22.1

329,320

7.75

July

22.9

19.2

266,639

5.65

August21.4

19.3

193,423

3.91

September

19.7

15.8

359,309

6.23

October

18.2

15.4

450,039

7.51

November

18.2

16.0

348,223

5.91

December

17.5

15.3

258,962

4.17

Data on the share price and monthlytransactions for 2022

82

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

(in millions of €)Capital and share ownership
Relations with the financial community

3.2

Relations with the financial community

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

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

2023 financial calendar
Event

Date

Publication of 2022 full-year revenue

February 9, 2023

Presentation of consolidated financial statements – 2022 fiscal year

March 22, 2023

Publication of Q1 2023 revenue

April 20, 2023

Annual general meeting of shareholders for the 2022 fiscal year

May 26, 2023

Publication of Q2 2023 revenue

July 20, 2023

Presentation of half-year consolidated financial statements at June 30, 2023
Publication of Q3 2023 revenue

September 20, 2023
October 19, 2023

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

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

83Capital and share ownership
Distributed dividends

3.3

Distributed dividends

Dividends paid over the past three years
Amountdistributed

Gross dividend(a)per share

8,817,312.70

0.70

2020

8,821,871.80

0.70

2021

10,744,947.75

0.85

Fiscal year (in €)2019(a) Before taxes and social security contributions.

3.4

Shareholding structure

3.4.1

Breakdown of capital

At December 31, 2022, the share capital amounted to €12,641,115 divided into 12,641,115 fully paid-up shares with a parvalue of €1 each.
None of these 12,641,115 shares are pledged.
At December 31, 2022, the share capital breaks down as follows:

84

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Capital and share ownership
Share buyback program

3.4.2

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

The breakdown of the share capital presented below corresponds to the shares and voting rights for Ordinary General Meetings.
There is little difference compared with the breakdown of the share capital for Extraordinary General Meetings. This difference is due
to divisions of ownership resulting from the gifting of shares within the Guerbet family whose beneficial owners and bare owners do
not belong to the same category of Shareholders.
December 31, 2022

December 31, 2021

December 31, 2020

Number of shares

Number ofshares% ofsharecapital% ofvoting(a)rightsNumber ofshares% ofsharecapitalGuerbet family
agreement

6,732,124

53.26

63.44

6,721,785

53.17

66.80 6,737,550

53.46

67.00

217,684

1.72

2.42

216,745

1.71

2.17

221,864

1.76

2.22

459,683

3.64

4.48

391,914

3.10

3.56

367,906

2.92

3.43

1.51

2.08

191,786

1.52

1.91

195,481

1.55

1.95

Other registeredshareholders –Guerbet family
Employees, former
employees
and mutual fund
(FCP)
Other registeredshareholders –excluding Guerbet
family191,047

Treasury shares

21,143

Floating shares
TOTAL

5,019,434
12,641,115

(c)

0.17
39.71
100

11,8800.09

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

—

40.40
100

% of
voting(a)rightsNumber ofshares% ofsharecapital% ofvoting(a)rights—11,880(b)25.56 5,067,993
100 12,602,674

0.09

—

40.21
100

25.40
100

(a) The breakdown of voting rights is presented in terms of effective voting rights. The number of theoretical voting rights was 18,203,814 at December 31, 2022,
19,750,352 at December 31, 2021, and 19,954,446 at December 31, 2020, assuming that each treasury share grants entitlement to one voting right.
(b) Taking into account the 43,717 treasury shares at the beginning of 2020 and the distribution of 31,837 performance shares.
(c) Taking into account the liquidity agreement entered into on March 9, 2022.

3.5

Share buyback program

To promote trading liquidity and listing regularity for theGroup’s shares in order to avoid share price fluctuations notwarranted by market trends, Guerbet has appointed Exane
BNP Paribas to trade on the Group’s behalf on the Euronext
Paris regulated market.
This contract was implemented on March 9, 2022, for a term
ending on December 31, 2022. Guerbet may terminate thecontract at any time without notice. It may be automaticallyrenewed for successive periods of 12 months.
On April 1, 2022, at the start of trade, the resources allocatedby Guerbet for implementation of the liquidity contract totaled€600,000 in cash.

Trades during the 2022 fiscal year under
the liquidity contract
Under the liquidity contract entrusted to Exane BNP Paribas by
Guerbet, the following assets appeared in the liquidity accountas of the settlement date of December 31, 2022:• 21,140 Guerbet shares;• €95,488.
During the second half of 2022, a total of:• 73,588 shares(733 trades);werepurchased

for€1,381,612• 67,914 shares were sold for €1,283,710 (608 trades).

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

85

Capital and share ownership
Additional information about the capital

3.6

Additional information about the capital

3.6.1

Shareholder agreement

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

3.6.2

the group of Shareholders, who are mainly of family origin, toorganize trading of the Guerbet shares that each of themembers owns and may own in the future and to ensure thecohesiveness and representativeness of the Group that they
form within the framework of the current laws and regulations,”
and also “to involve the signatories to the agreement in the
Company’s development plans, coordinate sales of shares,
actively participate in the selection of any new Guerbet
partners, and suggest the appointment of new members ofGuerbet’s Board of Directors.”

Share lock-in commitments through “Dutreil” agreements

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

Type of collective sharelock-in commitment

Duration

December 30, 2015

InheritanceCommitment withdrawn effective August 21, 2022

June 21, 2022

Donation

2-year collective commitment then 4-year individual commitment duration

June 21, 2022

Inheritance

2 years, then automatic renewal indefinitely

3.6.3

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

N/A.

3.6.4

Threshold crossings

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

SharesVoting rights

Extraordinary General Meeting
SharesVoting rights

Hakea*

14.48%

11.25%

14.48%

11.25%SC Guerbet Fron*

6.13%

8.37%

6.13%

8.37%

*

Member holding companies of the family shareholder agreement.

3.6.5

Transactions by executive officers and similar individuals

N/A.

(1)

(2)

86

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

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Capital and share ownership
Additional information about the capital

3.6.6

Transactions by employees excluding corporate officers

3.6.6.1

Options granted to employees
excluding corporate officers in 2022

3.6.6.3

N/A.

3.6.6.2

Options exercised by employees
excluding corporate officers in 2022

Options not exercised by employees
excluding corporate officers
at December 31, 2022

No stock options remain to be exercised as of the end of the2022 fiscal year.

N/A.

3.6.7

Performance share plans

Since 2016, several performance share plans have been
implemented. The performance share plans are described indetail in the notes to the consolidated and individual financial
statements (see “Financial statements and related notes”
section). The third share issue plan set up in 2019 was closed
in July 2022 when the final distributions took place based on
fulfillment of the selected performance criteria. In 2021, afourth share issue plan involving 48,060 shares was set up.
A new performance share plan came into effect in September
2022.

1. Plan 1: On September 27, 2016, the Board of Directors
approved a performance share issue plan for all employees
and officers of the Company and its French and foreignsubsidiaries (Plan 1). Each beneficiary was issued 25 shareson September 28, 2016, including executive corporate
officers Yves L’Épine (Chief Executive Officer) and Pierre
André (Deputy CEO). Following the assessment of theperformance criteria, the Board of Directors decided on
September 25, 2018, that eight fully vested performance
shares would be distributed to the beneficiaries.

Plan 1 – Decision of the Board of Directors of September 27, 2016 (closed)
Summary of plan 1

Date of the Extraordinary General Meeting:May 27, 2016

Board meeting date:

September 27, 2016

Vesting period/conditions:Share issue date:Issue period of two years from September 28, 2016.
Vesting of the issued shares is subject to a condition of presence at the end of
the issue period and the fulfillment of collective performance criteria.
The vested shares will be available without any holding period. However, theChief Executive Officer and the Deputy Chief Executive Officer must holdrespectively 20% and 5% of their vested shares until the termination of theirduties in the Company.
September 28, 2016

Share issue price:€62.20Distribution on September 28, 2018, at the end of
the two-year issue period:

Following the assessment of the performance criteria, the Board of Directors
decided on September 25, 2018, to set the number of fully issued
performance shares per beneficiary at eight.

Total number of distributed shares at September 28, 15,896 shares
2018:
Opening price on the share distribution day:€63.60GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

87Capital and share ownership
Additional information about the capital

2. Plan 2 (2016): On November 8, 2016, the Board of Directors approved a performance share issue plan for all employees andofficers of the Company and its French and foreign subsidiaries (2016 Plan).
Plan 2 (2016) – Decision of the Board of Directors of November 8, 2016 (closed)
Plan 2 summary (2016)

Date of the Extraordinary General Meeting:May 27, 2016

Board meeting date:November 8, 2016

Vesting period/conditions:Issue period of two years from December 1, 2016.
Vesting of the issued shares is subject to a condition of presence at the endof the issue period and the fulfillment of collective performance criteria.
The vested shares will be available without any holding period. However,
the Chief Executive Officer and the Deputy Chief Executive Officer must holdrespectively 20% and 5% of their vested shares until the termination of theirduties in the Company.
February 16, 2020
€37.20Share distribution date (a):March 1, 2020

€33.10

May 2, 2020€29.50June 28, 2020

€36.80

September 1, 2020

€29.05

December 1, 2020

€32.20(a) Opening price on issue date.

88

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Capital and share ownership
Additional information about the capital

3. Plan 3 (2019): On March 26, 2019, the Board of Directors approved a performance share issue plan for certain employees andofficers of the Company and its French and foreign subsidiaries.
Plan 3 (2019) – Decision of the Board of Directors of March 26, 2019 (closed)
Plan 3 summary (2019)

Date of the Extraordinary General Meeting:May 28, 2018

Board meeting date:

March 26, 2019

Vesting period/conditions:Share issue date:Issue period of three years from July 1, 2019.
Vesting of the issued shares is subject to a condition of presence at the end of
the issue period and the fulfillment of collective performance criteria.
The vested shares will be available without any holding period. However, theChief Executive Officer and the Deputy Chief Executive Officer must holdrespectively 20% and 5% of their vested shares until the termination of theirduties in the Company.
July 1, 2019

Shares initially issued:

47,550 shares• of which issued to corporate officers:

10,200 shares• of which issued to the Group’s top 10 employees 13,800 shares
excluding corporate officers:
Share issue price:€47.70 (a)2022 fiscal year
Distribution date:July 1, 2022

Number of shares distributed:

11,877

Valuation on the distribution date:€21.55(a) Opening price on issue date.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

89

Capital and share ownership
Additional information about the capital

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

Date of the Extraordinary General Meeting:May 29, 2020

Board meeting date:

March 24, 2021

Vesting period/conditions:Issue period of three years from May 1, 2021.
Vesting of the issued shares is subject to a condition of presence at the end of
the issue period and the fulfillment of collective performance criteria.
The vested shares will be available without any holding period. However, theChief Executive Officer must retain 20% of the Vested Shares in registeredform until leaving office.

Share issue date:

May 1, 2021

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

48,060 shares
16,860 shares€33.70 (a)2022 fiscal year
Number of pending share issues at December 31,
2022:
Value of pending share issues at December 31,
2022:

41,400 shares€1,170 K (b)(a) Opening price on issue date.
(b) IFRS 2 unit fair value at December 31, 2022 (€29.06).

90

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Capital and share ownership
Additional information about the capital

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

Date of the Extraordinary General Meeting:May 20, 2022

Board meeting date:

September 21, 2022

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

Share issue date:

September 22, 2022

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

89,219 shares
27,450 shares€17.50 (a)2022 fiscal year
Number of pending share issues at December 31,
2022:
Value of pending share issues at December 31,
2022:

89,219 shares€1,162 K (b)(a) Opening price on issue date.
(b) IFRS 2 unit fair value at December 31, 2022 (€14.95).

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

91Capital and share ownership
Additional information about the capital

3.6.8

Stock option plans for the 2022 fiscal year

See Note 22 “Stock subscription and purchase options” in the individual financial statements and notes (section 6.3.2).

3.6.9

Limitation of the risk of undue control by the majority Shareholder

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

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

3.6.10 Powers of the Board of Directors to issue and buy back shares
On May 20, 2022, the General Meeting renewed theauthorization for the Board of Directors for 18 months to
implement a program to buy back a number of shares of theCompany not to exceed (i) 10% of the total number of sharesmaking up the share capital or (ii) 5% of the total number ofshares making up the share capital if they are shares acquiredby the Company in view of their holding and their tendering for
payment or exchange in connection with a merger, demerger,

92

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

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Capital and share ownership
Additional information about the capital

3.6.11 Summary of granted delegations with a potential impact
on the share capital
Purpose of delegation

Maximum nominal amountDuration of
authorization

Expiration

Delegation of authority to the Board of Directors to increase the share €2,515,000
capital by capitalization of reserves, profits, or premiums or any othersum eligible for capitalization

26 months

July 20,
2024

Delegation of authority to the Board of Directors to increase the share Capital increases:
capital by issuing, with preferential subscription rights, shares and/or €6,295,000 (a)debt securities giving access to new shares
Debt security issues:€200,000,000 (b)Delegation of authority to the Board of Directors to increase the share Capital increases:
capital by issuing, with cancellation of preferential subscription rights, €1,255,000 (a) (c)shares and/or debt securities giving access to new shares, with a Debt security issues:
mandatory priority period, through public offerings other than those €200,000,000 (b)referred to in Article L. 411-2 of the French Monetary and Financial
Code

26 months

July 20,2024

26 months

July 20,
2024

Delegation of authority to the Board of Directors to increase the sharecapital by issuing, with cancellation of preferential subscription rights,
shares and/or debt securities giving access to new shares, with an
optional priority period, through public offerings other than thosereferred 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 sharecapital by issuing, with cancellation of preferential subscription rights,
shares and/or debt securities giving access to new shares throughpublic 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 thearrangements established by 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

26 months

July 20,2024

26 months

July 20,2024

26 months

July 20,2024

24 months

May 20,2024

Authorization for the Board of Directors to increase the amount of issues Limit provided for in thewith or without preferential subscription rights
applicable regulations(currently 15% of the initial
issue) (a)Delegation of authority to the Board of Directors to increase the share Capital increases:
capital by issuing shares in consideration of contributions in kind within €1,255,000 (a)the limit of 10% of the share capital
Debt security issues:€200,000,000 (b)Delegation of authority to the Board of Directors to increase the share €250,000 (a)capital with cancellation of the preferential subscription right by issuingshares of the Company reserved for members of a Company savingsplan
Authorization granted to the Board of Directors to issue performance 2% of share capitalshares freely to certain employees and officers of the Company and its
affiliates(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.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

93

Capital and share ownership
Additional information about the capital

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

3.6.12.2 Declaration of threshold crossings

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

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

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

94

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

4Management report
4.1

Analysis of the Group’s activity
and results
4.1.1

Risk management, internal
control, and internal audit

100

4.8.1

Risk Management

101
102

Presentation of reported
revenue96

4.8.2

Internal Control

4.1.2

Revenue analysis

96

4.8.3

Internal Audit

4.1.3

Results

97

4.9

4.1.4

Analysis of the results

97

4.10 Other legal information

4.1.5

Financial position

98

4.1.6

Analysis of the financial
position

4.10.1 Guerbet S.A.’s results for thelast five fiscal years

109

98

Outlook98

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

110

4.1.7
4.2

4.8
96

Major events since the start ofthe 2023 fiscal year

99

4.3

Consolidated companies

99

4.4

Results of subsidiaries held byGuerbet S.A.

99

4.5

Companies directly or indirectly
controlled by Guerbet S.A.

99

4.6

Transactions in treasury shares of
Guerbet S.A.
100

4.7

Statement of non-financial
performance

100

Risk factors

103
104
109

4.10.3 Information on the acquisitionof participating and controllinginterests (Article L. 233-6 of theFrench Commercial Code)111
4.10.4 Information on regulatedagreements (Article L. 225-38
of the French
Commercial Code)111

4.10.5 Other information from the
management report containedin other sections of the
Universal Registration
Document

112

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

95

Management report
Analysis of the Group’s activity and results

4.1

Analysis of the Group’s activity and results

4.1.1

Presentation of reported revenue
2022

2021

753,275

732,071

2022

2021

Europe

40.0%

46.1%

Other markets

60.0%

53.9%

2022

2021

X-Ray

55.1%

57.0%

MRI
TOTAL DIAGNOSTIC IMAGING

32.9%
88.0%

32.0%
89.0%

INTERVENTIONAL IMAGING

12.0%

11.0%

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

Breakdown of revenue by product range

4.1.2

Revenue analysis

As 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 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.
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.
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.

96

In Other markets:• 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.
• 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.
• 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.
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).

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Management report
Analysis of the Group’s activity and results

4.1.3

Results
2022

IFRS

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

753,275100

732,071100+ 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

- Taxes(a)
EBITDA(14,992)
103,052

(2.0)
13.7

(13,459)
105,065

(1.8)
14.4

- Depreciation, amortization, impairment and provisions
Operating result(121,212)(18,160)(16.1)(2.4)(66,379)
38,685(9.1)
5.3- Net financial expenses+/- Foreign exchange gains or losses and other financial income/expenses(3,205)(0.4)(3,183)(0.4)(7,007)(0.9)(6,528)(0.9)+/- Tax expense
NET RESULT(12,744)(41,116)

(1.7)
(5.5)

3,664
32,6370.5
4.5+/- Other operating income and expenses(a) EBITDA = Operating income + net amortization, depreciation, impairment and provisions.

4.1.4

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 received inconnection 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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Management report
Analysis of the Group’s activity and results

4.1.5

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)

Gross investments restated for debts on fixed assets(57,312)(55,092)

Dividends paid

10,732(8,814)(a)(30,502)(52,548)(11,024)
38,777

270,359

217,811

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

4.1.6

Analysis of the financial position

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™.

4.1.7

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.

98

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.

• 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.

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Management reportCompanies directly or indirectly controlled by Guerbet S.A.

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 be

4.2

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 filed a proposed
public offer for the remaining Intrasense shares in the near
future.
In line with the shift in its strategy to leverage key assets,
Guerbet also announced on January 16, 2023, its intention togradually divest its microcatheter activities historically housed

4.3

around 11% before returning in 2024 to a level higher than in
2021 (14.4%).

within Accurate Medical Therapeutics. Guerbet also plans tosell the Occlugel technology acquired in 2018, comprising
several lines of microspheres for embolization uses.
Lastly, regarding corporate governance, Pétra Zalabak,Director of Human Resources and CSR and Executive
Committee member, left Guerbet at the end of December
2022. She has been replaced by Leïla Mechaï as HRD and
CSR transition manager.

Consolidated companies

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

4.4

Results of subsidiaries held by Guerbet S.A.

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

4.5

Companies directly or indirectly controlled by Guerbet S.A.

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

(1)

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

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Management report
Transactions in treasury shares of Guerbet S.A.

4.6

Transactions in treasury shares of Guerbet S.A.

Number of shares purchased and sold during the fiscal year:• Value measured at the purchase price: €363 K.

• Number of shares purchased during the fiscal year under
the liquidity contract entrusted to Exane BNP Paribas by
Guerbet: 21,140 (see section 3.5 “Share buyback
program”).

• Nominal value: €1.

• Number of shares sold during the year: none.

Authorization to buy back shares and the conditions underwhich the shares were bought back and used during the last
fiscal year ended:

Number of shares registered in Guerbet S.A.’s name at theclose of the fiscal year and their value measured at thepurchase price as well as their nominal value:• Fraction of the capital that they represent: 0.17% (seesection 3.4 “Shareholding structure”).

• See section 3.5 “Share buyback program.”• Number of shares registered in the Company’s name at theclose of the fiscal year: 21,143 (see section 3.4“Shareholding structure”).

4.7

Statement of non-financial performance

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

4.8

Risk management, internal control, and internal audit

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

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Risk management, internal control, and internal audit

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

4.8.1

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

Risk Management

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

The Risk Manager, who is responsible for promoting anddeveloping risk management skills, transmits know-how andexpertise while providing methodological support to line
management and the identified risk “owners.”
The Risk Manager also optimizes the cost of risk by possiblytransferring it to the insurance policies that he manages.
At monthly meetings, the Risk Manager communicates andshares information with the Internal Control Department,
discussing the description of risks, their rating, and the control
methods. This work refines the perception of risks andstrengthens the monitoring and effectiveness of control methods.
Lastly, the Risk Manager is called on by the Internal Audit
Department to provide a view of the risks and relevant topics tobe audited.
The insurance program allows the Group’s insurable risks to be
secured through the purchase of centralized insurance. This
program incorporates the various liability and damage
insurance policies covering Guerbet and its officers, personnel
and assets. The use of a global broker allows all of theGroup’s activities to be covered. The broker and our insurers
provide support and expertise to the Risk Management
Department in the management of insured losses and theGroup’s prevention efforts. Our program covers five areas:• civil liability;• damage and consequential loss;• insurance for loss of goods in transit;• “travel” insurance;• cyberattacks.

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Risk management, internal control, and internal audit

4.8.2

Internal Control

Definition
Internal control is a process implemented by the Board of
Directors, the Executive Committee, and the Group’s officers aswell as all employees so that there is reasonable assurance ofachieving the objectives relating to:• the financial controllers and the Internal Control specialists,
who coordinate the implementation of internal control within
their scope of responsibility and then report on the progress
to Group Internal Control; and• other regional functions that contribute to the implementationof the Group’s anti-corruption program.

• effectiveness and efficiency of internal processes;Work• reliability of financial information;• compliance with applicable laws and regulations;• safeguarding of assets and prevention of fraud.
Internal control thus contributes to risk control but cannot
provide an absolute guarantee that all risks are completely
eliminated or controlled.

Objective
In this context, the objectives of the Internal Control function areto:• structure, build, and maintain the Group’s risk control system
according to the process and the roles and responsibilities
defined in the Group’s Internal Control Charter, validated by
the Chief Executive Officer and the Audit Committee, basedon the COSO (Committee of Sponsoring Organizations of
the Treadway Commission) framework;• analyze the main processes with the managers concerned tobuild the Group’s internal control guidelines;• support them in drafting Group policies and procedures;• maintain a document base accessible to all Group
employees containing the main Group policies andprocedures (processes outside the scope) and the existing
internal control standards;• maintain the Group’s signature delegation system;

Beyond this key project, coordination work with the following
functions continued:• the HSE and Risk Management function in order to ensure
the consistency of the Internal Control systems in view of therisks identified in mapping of the Group’s major risks;• the Communications Division in order to establish acommunication plan to raise employees’ awareness ofInternal Control and the anti-corruption program;• the HR function in order to introduce newcomers to theorganization of the function as well as access to essential
information and documents (for example, ethics charter,
Group policies and procedures, and internal control, etc.).
In addition, the Internal Control function is committed tocontinuing the projects on its road map within the Group, inparticular through the following work:• building and deploying internal control standards on thecontrol environment and key processes;• periodic meetings with the specialists of the entities within
the Group;• lead a network of specialists to promote internal control anddeploy internal control guidelines within the Group’s main
entities in order to ensure the existence of appropriate
controls within them or to help strengthen them by defining
actions to be taken;• deploying e-learning to train managers within the Group;• cconduct self-assessment campaigns.

• monitoring the implementation of the action plans defined
following self-assessments or projects;

Organization
Since 2021, the Internal Control function, which is part of the
Audit, Internal Control and Compliance Department, reportingto the Chief Executive Officer, has been responsible for theGroup’s anti-corruption program.
It is supported by a network of specialists at various levels:• the managers of functions/entities/plants within the Group
who are responsible for implementing internal control within
their scope of responsibility;102

In 2022, the teams used the RMIS tool selected in 2021 tocarry out self-assessment campaigns on the application ofcontrols. The cycles assessed concerned the control
environment and the Purchasing and Sales processes.

• deploying the segregation of duties policy, in particular on
the Purchasing process, in order to identify the risks ofpotential conflicts and the remedial measures to be
implemented;• coordinating the annual review of access in criticalinformation systems;• regularly raising Group employees’ awareness of the risk of
fraud;• ad hoc support on subjects that have an impact on risk
control.
An Internal Control activity review and road map were
presented to the Audit Committee in the first quarter of 2022.

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Risk management, internal control, and internal audit

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

4.8.3

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

Internal Audit

Within the Group, Internal Audit provides an independent andobjective assessment of the effectiveness of the control systems
in place relative to the main risks identified in the Company.
Internal Audit governance is defined in an Internal Audit
Charter approved by the Chief Executive Officer and the Audit
Committee. This charter specifies the duties, areas of operation
and responsibilities of Internal Audit, and the methodologies
used to carry out Internal Audit tasks.
Internal Audit’s scope of responsibility covers all Group
operations, functions and legal entities. Internal Audit reports to
the Audit, Internal Control and Compliance Division, which
reports directly to the Chief Executive Officer andcommunicates regularly with the Audit Committee. This
organizational structure supports the necessary independenceof Internal Audit within the organization while promoting
coordination with the Internal Control and Compliancedepartments, which contribute to the control of risks within theGroup scope. In 2022, Internal Audit was reorganized andhas a team of two senior internal auditors reporting directly to
the Director of Audit, Internal Control and Compliance.
Through its work and recommendations, Internal Audit helps toimprove the organization’s overall performance by regularly
and methodically assessing the risk control and governanceprocesses.
The Internal Audit plan is presented each year to the Audit
Committee, which reviews it, adjusts it if necessary, and issues
a positive opinion before it is deployed. This annual internal
audit plan is based on the risks identified at the Group leveland on various information gathered during interviews withmembers of the Executive Committee or the Group’s sector
experts. The Audit Committee issued a favorable opinion on the
proposed Internal Audit plan for 2023 at its meeting on
November 16, 2022.
Audit reports detailing the recommendations specific to eachmission are drafted and circulated to the individuals concerned
and to the Executive Committee members responsible for theaudited activities. An oral presentation is provided at Audit
Committee meetings, and the reports are made available to
Audit Committee members. The Audit Committee monitors the
progress of the implementation of the action plans defined
following the audits.
In 2022, the Director of Audit, Internal Control andCompliance gave presentations at five Audit Committee
meetings, including:• a report on Internal Audit activities for 2021 and the outlookfor 2022 to 2024;• a summary of internal audit findings. In 2022, these findings
covered audits conducted in 2021 and 2022 at anindustrial plant, four sales entities, a shared service center,and a cross-functional process of the Group;• regular monitoring of progress on action plans following theaudits;• proposed internal audit plan for 2023;• a progress report on implementation of the new Group risk
management, internal control and internal audit software.

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Risk factors

4.9

Risk factors

Mapping of main risks
Guerbet regularly reviews risks that could have a significant
impact on its activity, its financial position and its results.
In addition to the risk categories identified below, an analysis
of geopolitical issues and risks is also conducted to identify
areas of risk for the Group’s activity. For 2022, the analysis
included, for example, China’s policies on healthcare or
diplomatic relations that could impact Guerbet’s development.
Guerbet then identifies and classifies the Group’s main specificCategory

Risk description

Strategic risks

Inflation risks

risks in three categories: (1) Legal risks, (2) Strategic risks, and(3) Operational risks. In order to determine the significance ofeach of these risks, they have been rated on a scale of severity
and probability from 1 to 4 (“low to major” scale for severityand “rare to highly probable” for probability), taking into
account the effect of risk management measures. For eachcategory, the risks are listed in decreasing order ofsignificance.

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

Ratings

Severity

4

Probability

4

Severity

4

Probability

4

Severity

4

Probability
Operational risks

Purchasing and subcontracting risks

3

Severity

4

Probability
Environmental and safety risks

Severity
Probability

Risks relating to product quality and safety

4
2

Severity
Probability

Business discontinuity due to energy or raw material disruptions

3

4
2

Severity

4

Probability

4

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

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Risk factors

Description of risks

Control actions

STRATEGIC RISKS
Risks relating to the consequences of inflation
The first cause of the current inflation was the COVID-19 crisis.
The economy came to an abrupt halt and then recovered very
quickly, creating an imbalance between supply and demand.

The Group is continuing its policy of cost control and has
managed to limit the increase in energy prices through its
existing purchasing policies and contracts.

The second cause was the rise in energy prices. We areentering a period of peak oil, and the existing infrastructure nolonger allows production to be increased, which also creates animbalance between supply and demand.

Costs are also controlled by actions taken with our suppliers,
including contract reviews, ongoing negotiations with ourstrategic suppliers, and maintaining our strong, long-standing
relationships. You can read about the actions in the “Purchasing
and subcontracting risks” section below in this table.

The Russian-Ukrainian conflict has exacerbated these
phenomena. In 2022, this caused industrial prices to rise by
about 40% in the euro zone. Guerbet was mainly affected by
procurement and raw material costs, for commodity chemicals
and iodine.
Risks relating to the consequences of global warming
Climate change brings about physical and transition issues suchas:
• physical risks for our industrial plants and main suppliers in our
supply chain due to severe and chronic weather phenomena(such as temperature, drought, precipitation and natural
disasters), and the financial impact of these risks;• transition risks related to the growing scarcity of resources,more stringent market requirements and regulations,
reputational issues relating to the expectations of internal andexternal stakeholders, and the financial impact of these risks.
Guerbet stepped up its climate risk assessment as part of the
preparation of the “Climate Strategy” on physical and transition
risks. Physical risks were analyzed for all of our industrial plants
and for key Guerbet suppliers likely to be the most at risk. This
assessment was performed using an analytical tool to measure
the exposure of assets to climate risk, assess the vulnerability ofactivities, and define the risk mitigation strategy.
In 2022, this analysis was refined by incorporating a financial
estimate of the main risks and opportunities.

A summary of the risks and opportunities that could have asignificant impact on the Group is presented in section 5.4.1.1“Climate risks and opportunities”.
This summary identifies the main risks and opportunities that
could have an impact on activities, the supply chain, costs andcompetitiveness. This is why Guerbet has implemented actionplans such as measures to reduce energy consumption, optimize
processes and control waste.
Guerbet has also formalized its decarbonization ambition. See
section 5.4.1.2 “Decarbonization”.
Physical risks are addressed as part of emergency procedures atplants at risk of hurricanes.
Industrial plants facing risks of extreme temperatures arechanging the design of vulnerable equipment to adapt to them.
Industrial plants are adapting their lead times and their inventory
to cope with any production plant or supplier disruption.
All these actions are integrated into the business continuity
program of the Group and the industrial plants.

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Risk factors

Description of risks

Control actions

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

In order to protect itself against this risk, the Group applies aseries of measures to ensure the protection of sensitive data,
including securing of servers in outsourcing plants, streamlining
and centralizing of information systems, regularly tested business
continuity plans, and vulnerability audits.

In 2020 and 2021, Guerbet saw an increase in cyberattacks
especially through attempted phishing in an overall environmentof an intensification of attacks due to the pandemic crisis andwidespread teleworking.

In 2022, the Information Systems Department stepped up its
actions to provide training and information about the risks ofcyberattacks (phishing). Test emails are sent to all employees
very regularly to check their ability to detect phishing emails.

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

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

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

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

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

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Management report
Risk factors

Description of risks

Control actions

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

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

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

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

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

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

The Group has also developed a system for reporting all HSE
events incorporating a systematic search for root causes,
including analysis of the human factor.
To strengthen our HSE management system, Guerbet hasdigitized the main processes of its guidelines:• accident and incident reporting;• risk analysis;• HSE awareness meetings;• field safety visits;• feedback on hazardous situations and ideas for improvement;• monitoring of preventive and corrective actions.
Digitalization continued in 2022 and has strengthened ourmanagement system with better flexibility, responsiveness andmonitoring.
The chemical plants continued and accelerated the process risk
analyses based on the HAZOP (Hazard Operation) method for
greater reliability.
In 2022, days dedicated to HSE topics raised employee safety
and environmental awareness (safe behavior, fire safety,
prevention, climate, etc.). These days are important times forgroup exchanges to reinforce the safety culture.

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Management report
Risk factors

Description of risks

Control actions

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

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

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

The Guerbet group has introduced a risk management policy
based on recognized international standards, such as the
ICH Q9 guidelines, making it possible to identify andcategorize risks so that risk mitigation plans can be
implemented. This approach has been incorporated into ourquality management systems as required by current goodpractices in order to guarantee the quality, efficacy, and safetyof our products and the performance of our medical services
and devices.

Business discontinuity due to energy or raw material disruptions
The energy crisis could lead to unavailability of gas and/or
electricity, which could result in the shutdown of the French
plants and the Dublin plant.
The unavailability of Russian gas should have no impact on our
activities in terms of the operation of our plants in France andIreland, and the reserve inventories are at their maximum level.
However, the energy crisis could have an impact on theavailability of electricity. This phenomenon is intensified by the
sharp reduction (15% to 20%) in nuclear electricity production in
France and very low water storage levels in dams (climate
crisis).
This energy crisis had no effect in 2022, but it is likely tocontinue in 2023.

The industrial plants will be able to rely on their business
continuity plans.
Safeguarding procedures have been drafted, and staff members
are trained to apply them.
The facilities are designed so that equipment will trip in theevent of unplanned outages. Accordingly, such outages cannot
cause industrial incidents.
In addition, the French plants contribute to the energy restraint
plan.
With regard to the risk of disruption in the supply of raw
materials, the actions taken with our suppliers are specified
above in the table in the “Purchasing and subcontracting risks”
section.

The impact of a power cut would lead to a safety shutdown of
the facilities, with production halting for 4 to 12 hours
depending on the plant. The analyzed impact would be slightand have no repercussions on market supply. The financial
impact would also be insignificant.
In 2022, Guerbet observed certain tensions affecting the supplyof raw materials related to the Russian-Ukrainian conflict, thevast majority of which concerned basic chemicals. The potential
impacts are supply delays or even occasional shortages. Thisrisk will persist in 2023.

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Management report
Other legal information

4.10

Other legal information

4.10.1 Guerbet S.A.’s results for the last 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
Number of existing preferred (non-voting)shares12,641,115

12,641,115

12,602,674

12,596,161

12,581,261

—

—

—

—

—

• Through bond conversions

—

—

—

—

—

• Through exercise of subscription rights
Operations and results of the fiscal year——

62,87069,38384,283(in €)

Capital at year-end

Maximum number of future shares to be created

Revenue excluding taxes with various services
and products
Result before tax, employee profit sharing,
depreciation and amortization, and provisions
Profit tax
Employee profit sharing due for the fiscal year
Result after tax, employee profit sharing,
depreciation and amortization, and provisions
Distributed result
Earnings per share

482,114,693

468,989,125 406,835,598 468,197,865 484,408,866

69,244,672

39,790,993

29,018,235

28,545,062 127,626,081

2,687,458(7,291,843)(9,628,972)(5,724,643) 10,839,528

527,161484,823

651,990(77,407,478)
6,320,558

744,739

1,558,726

19,497,207 (12,699,402) (15,939,618) 99,304,000(a)

10,744,948

8,821,872

8,817,313

10,694,072

Result after taxes and employee profit sharing
but before depreciation, amortization, andprovisions
Result after tax, employee profit sharing,
depreciation and amortization, and provisions

5.22

3.69

3.01

2.66

9.15

(6.12)

1.54(1.01)(1.27)

7.89

Diluted net income(3.25)

2.58

1.40

2.95

3.75

Gross dividend per share
Personnel

0.50 (a)

0.85

0.70

0.70

0.85

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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109

Management report
Other legal information

4.10.2 Information regarding the breakdown of Guerbet S.A.’s trade payables
and trade receivables by due date
4.10.2.1 Breakdown of trade payables by due date
The French law for the modernization of the economy introduced a limit on payment times of 60 days from the invoice issue date (or45 days end of the month), effective from January 1, 2009.
At December 31, 2022, the trade payables on the balance sheet of Guerbet S.A.’s individual financial statements broke down as
follows:
Past due more than
120 days

Past due 61 to
120 days

Past due
0 to 60 days

Current

Total

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

—

—

1,447

11,82913,276

1,163
1,163

1,600
1,600

6,774
8,221

3,190
15,01912,72726,003

Suppliers of Fixed Assets in France

3,538

103

922

1,709

6,272

Suppliers of Fixed Assets outside France

35

—

3

15,147

15,185

Payments outstanding on equity securities
Suppliers of Fixed Assets

72
3,645

—
103

—
925

—
16,85672
21,529

TOTAL

4,808

1,703

9,146

31,87547,532(in thousands of €)Invoices not yet received represented €56,679 K in Guerbet S.A.’s accounts at December 31, 2022.
At December 31, 2021, the trade payables on the balance sheet of Guerbet S.A.’s individual financial statements broke down as
follows:
Past due more than
120 days(in thousands of €)Past due 61 to Past due 0 to 60
120 days
days

Total

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

—

—

400

5,999

6,399

8,005
8,005

5,824
5,824

10,084
10,484

3,060
9,059

26,97333,372

Suppliers of Fixed Assets in France

3,497

54

240

2,757

6,548

Suppliers of Fixed Assets outside France

27

—

22

18,024

18,073

Payments outstanding on equity securities
Suppliers of Fixed Assets

72
3,596

—
54

—
262

—
20,781

72
24,693

TOTAL

11,601

5,878

10,746

29,84058,065Invoices not yet received represented €46,539 K in Guerbet S.A.’s accounts at December 31, 2021.

110

Current

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Management report
Other legal information

4.10.2.2 Breakdown of trade receivables by due date
At December 31, 2022, the non-Group trade receivables on the balance sheet of Guerbet S.A.’s individual financial statements
broke down as follows:
NON-GROUP TRADE RECEIVABLES
Article D. 441-I-2: Invoices issued and unpaid at the end of the year
and in arrears
0 days (411
accounts)

1 to
30 days

31 to
60 days

61 to
90 days

91 daysor moreTotal (1 day
or more)

344

29

18

0

33

80

11,068

393

31

46

157

627

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

2

Total amount, excluding taxes, of excluded invoices

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

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

Invoices to be issued represented €1.8 K in Guerbet S.A.’s accounts at December 31, 2022.

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

4.10.4 Information on regulated agreements (Article L. 225-38 of the French
Commercial Code)4.10.4.1 Entered into during the fiscal year ended December 31, 2022
N/A.

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

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Management report
Other legal information

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

112

Type of information

Associated section of the Universal Registration Document

Research and development activity

The Guerbet group – pages 25 to 31

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

Corporate governance – pages 76 to 77

Equity stakes acquired during the fiscal year

The Guerbet group – pages 32 to 33

Compensation of corporate officers:• Information on compensation• Information on pension commitments

Corporate governance – pages 62 to 77

Holders of capital and voting rights

Capital and share ownership – pages 84 to 85

Employee shareholdings

Capital and share ownership – pages 84 to 85

Total dividends paid for the last three fiscal years

Capital and share ownership – page 84

Total non-deductible expenses referred to in Article 39-4 of
the French General Tax CodeFinancial statements and notes to the individual financial
statements – page 238

Employee, environmental and social information

Statement of non-financial performance – pages 113 to 175

Capital and share ownership – pages 87 to 91

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

5Statement of non-financial
performance
5.1 CSR governance, strategy, risks,and opportunities

5.6

Responsible use of laboratory
animals in research

164

5.7

Guerbet’s contribution to the
Sustainable Development Goals

165

114

5.1.1

CSR governance andorganization

114

5.1.2

CSR strategy

115

5.8

5.1.3

Mapping of CSR risks andopportunities

External recognition of
Guerbet’s CSR performance

166

116

5.9

CSR data consolidation
methodology

167

5.2 Human Resources
5.2.1

Employment

5.2.2

Attractiveness, development,
and commitment of employees
and talents

5.3 Protecting health and safety

117
117

117
128

5.9.1

Scope and methods ofconsolidation

167

5.9.2

Change in scope of
consolidation

168

5.9.3

Methodological details andlimitations

168

5.3.1

Employee health and safety

128

5.9.4

5.3.2

Quality and safety of products
and services

Data responsibilities andcontrols

168

132

5.9.5

Quality indicators

168

5.9.6

Social indicators

169

5.9.7

Safety indicators

170

5.9.8

Environmental indicators

170

5.4 Minimizing the environmental
impacts of our activities

133

5.4.1

Climate issues

133

5.4.2

Sustainable use of resources

153

5.4.3

Innovation approach

155

5.4.4

Preservation of biodiversity andcontrol of emissions

5.5 Business ethics

155
157

5.5.1

Human rights

157

5.5.2

Responsible purchasing

158

5.5.3

Prevention of corruption andconflicts of interest

160

5.5.4

Compliance with competition
law

162

5.5.5

Relations with local authorities
and communities

162

5.10 Report of one of the Statutory
Auditors, appointed
as independent third party,on the verificationof the consolidated nonfinancial performancestatement

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172

113

Statement of non-financial performance
CSR governance, strategy, risks, and opportunities

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

5.1

At Guerbet, we build lasting relationships. We believe in theconnection between human beings and the positive effects ofcooperation. Day after day, since 1926, we have endeavored
to ensure that these bonds develop, grow, and last.
We are committed to the long-term thanks to the family origins
of our company and the convictions of those who are part of it.
“Human cooperation” is key to all our relationships and actions
with patients, healthcare professionals, employees, publicauthorities, partners, Shareholders, society, and the world. We
establish our relationships based on respect and integrity toensure a truly value-driven cooperation.

So that we enable people to live better. We think of eachpatient who benefits from our products somewhere in the world
every second. We seek to make their lives better through adiagnosis or a treatment that we aim to be ever more effective.
We pay attention to each human being in our environment andaim to act conscientiously so as to have a positive influence onthem. In all humility, we want to be of service, and we do ourutmost to achieve this.
At Guerbet, we believe that we have a role to play inimproving society. Our CSR strategy is aligned with our
Corporate Purpose, which describes why we do what we do
as a company, in such a unique way, and how we contributeto and seek to influence our environment, our society, and theworld.
The Group’s business model is presented in section 1.1 of this
Universal Registration Document.

CSR governance and organization

The Guerbet group has been committed to a proactive CSR
approach for many years, historically driven by the Guerbet
family, the majority Shareholder.
The CSR strategy is proposed by Group Management andvalidated by the Board of Directors after receiving a
recommendation from the Ethics, Governance, and CSR
Committee.
At Guerbet, the ambassador team in charge of CSR
coordination reports to the SVP, Human Resources and CSR,
who is a member of the Executive Committee. The team is
responsible for developing the CSR strategy and coordinating
implementation of the road map with risk owners.

114

A methodological note on data consolidation can be found insection 5.9 “CSR Data Consolidation Methodology,”
specifying the definitions, methodology and scope of thevarious indicators.

CSR governance, strategy, risks, and opportunities

Since 2021, Guerbet has defined its corporate purpose, which
is disclosed both internally to its employees and externally to all
its stakeholders. This was an important step for the Group,
which now has a strategic compass.

5.1.1

This chapter has been verified by an independent third-party
organization whose moderate assurance report is presented in
section 5.10.

The current CSR strategy and road map were developed in2018 for a five-year period with the objective of strengthening
Guerbet’s CSR strategy. They were worked out based on the
mapping of CSR risks and opportunities, designed in particularfollowing interviews with members of the Executive Committee
and members of the Board of Directors.
In 2022, CSR was included on the agenda of the Executive
Committee and the Ethics, Governance and CSR Committee of
the Board of Directors, in particular to present progress on theroad map, climate risks and opportunities, and thedecarbonization strategy.
Our CSR commitments are integrated into the company’s
performance by incorporating CSR criteria in our internalmanagement and recognition tools: variable compensation for
the CEO, monthly safety and environmental indicators forindustrial performance, profit-sharing agreement, bonuses, andbonus share issue plans.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Statement of non-financial performance
CSR governance, strategy, risks, and opportunities

5.1.2

CSR strategy

Guerbet’s mission is to provide healthcare professionals withthe contrast media, medical devices and innovative solutions
that are vital for diagnostic and interventional imaging, toimprove patient prognosis and quality of life. Driven by our
passion for our work, every day we strive to combine
performance, quality and sustainable development.
To achieve Guerbet’s ambition to build the future of medical
imaging, the company has decided to implement an ambitious

strategic plan to better capture growth opportunities in acontext of changes in its markets.
In line with our medium-term strategic plan (see section 1.1“Business model”), we are making our CSR strategy a real
performance driver and a differentiating factor.
We organize CSR around four pillars:This ambition is built around the identified CSR risks and opportunities, taking into account Guerbet’s activities and its specificcharacteristics, to contribute to the Group’s sustainable performance by supporting the deployment of its development strategy. It isalso consistent with the Group’s values: ACHIEVE, COOPERATE, CARE, INNOVATE.

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115

Statement of non-financial performance
CSR governance, strategy, risks, and opportunities

5.1.3

Mapping of CSR risks and opportunities

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

Identification of the main risks
and opportunities

Formalization of the road map• Taking into account the specific • Taking into account existing control • Analyses of best practices• Workshops with risk/opportunity owners
policies/methods
characteristics of Guerbet, customer• Validation of the Executive Committee’s
expectations, and requirements of local • Online rating questionnaireroad map• Workshop to rate and identify the main
authorities• Presentation of the road map to therisks and opportunities• By conducting interviews with theBoard of Directors
Chairperson of the Board of Directors • Validation of mapping by the Chief
Executive Officer
and the Chairperson of the Ethics,
Governance and CSR Committee, as
well as with members of the Executive
Committee and key managers of theGroup
Guerbet has identified the main CSR risks and opportunities, summarized and grouped in four CSR pillars:
CSR pillars

CSR risks and opportunities

Employees

Attractiveness for talents and employee development to support the Guerbet strategy

Safety• Health and safety of persons contributing to the activities• Quality and safety of products and services• Environmental impacts on our plants• Environmental impacts of the supply chain• Impacts of climate change on our activities

Environment

Ethics• CSR impact of purchasing• Risk of corruption, influence peddling, conflicts of interest, and anti-competitive practices

These risks and opportunities are not limited to these fourpillars. We have also identified product quality and safety as
one of our CSR risks and opportunities.
The road maps associated with these risks are reviewed
annually with the risk owners and presented to the Executive
Committee and the Ethics, Governance, and CSR Committeeof the Board of Directors.
The main risks and opportunities are identified in the DPEF
(statement of non-financial performance) by this logo:

116

In addition to its response to the main risks, the DPEF presents
the Group’s policies collective agreements.
Guerbet also presents its animal welfare policy.
The risk of tax evasion has not been identified as a material
issue for the Group. The Guerbet group neither encourages nor
promotes tax evasion or operations in non-cooperative states
and territories, for itself, its subsidiaries or its customers.
Although integrated into our daily actions, the fight against
food waste and respect for responsible, fair, and sustainable
food supplies has not been identified as a material issue for theGroup.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Statement of non-financial performance
Human Resources

5.2

Human Resources

Guerbet applies a responsible social policy with its employees
based on:• the fundamental principles of Balance, Fairness and Ethics,
structured around the following five main themes: Diversity,
Prevention, Recognition, Commitment, and Responsibility;• the Group’s values: ACHIEVE, COOPERATE, CARE,INNOVATE.

5.2.1

Respecting its employees is one of Guerbet’s central concerns,
as evidenced in its “CARE” value, applied to all the players in
its ecosystem. The Group believes that the people who work at
the company are the driving force behind its success. Theirwell-being and safety are a guarantee of lasting performance.
Within this people-friendly framework, Guerbet relies on astrong health and safety culture, promotes diversity, does nottolerate any discrimination or harassment toward others, andbases its sustainable development on listening and social
dialog.

Employment

As of December 31, 2022, the Guerbet group had 2,839 employees worldwide.
BREAKDOWN OF WORKFORCE BY REGION
(%)

5.2.2

Attractiveness, development, and commitment of employees
and talents

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

Guerbet’s initiatives aim to secure employee engagement by
developing initiatives for managers through a recruitment
recommendation system, inclusion of questions onunderstanding and adherence to the Group’s corporate
purpose and values in candidate interviews, and also thecontinuation of the volunteer program in France and the UnitedStates and its launch in other regions.
The implementation of HR policies is supported by a Human
Resources Information System (HRIS) for management of all
Group HR policies.

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Statement of non-financial performance
Human Resources

5.2.2.1

A recruitment and integration policy
to support the strategy

Background and policy
Guerbet favors lasting employment, in line with the long-term
vision of its strategy, and applies a recruitment policy to supportchanges in its business model, highlighting the need to attract
strategic skills and scarce profiles. At year-end, 95% of
employees were on long-term contracts.
As part of its policy of attracting and retaining employees,
Guerbet is developing its employer brand, thereby reflecting
strategic changes and aiming to make the Group more widely
known and more attractive to new talent.

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

Action plan and results
Theme

Objectives and key
focuses for 2018–2023 Actions, progress and results in 2022

• Strengthen the
Recognition
employer brandand recruitment
globally• Recruit key skills at
all levels of thecompany

5.2.2.2

Guerbet has been able to attract new talent and secure key skills, despite the context of avery dynamic job market, by strengthening its internal recruitment team over the past two
years and working on the following key areas:• Enhancement of the employer brand, especially on social networks, to better reflect
strategic changes, make Guerbet more widely known, and increase its attractiveness.
For example, in 2022 a webinar was held during Industry Week, and an outdoor
advertising campaign was organized.
• Continuous improvement of the recruitment policy: clarification of the process and theroles and responsibilities of each person (manager, HR, recruiter), strengthening of therecruitment model by insourcing it, and improvement of the experience of candidates,
managers and HR in connection with our employer brand. For this purpose, part of theprocess has been digitized.
• Simplification of the recruitment process to improve the candidate experience.
• Continuation of the editorial committee to translate the internal and external
communication strategy for recruitment and the HR employer brand.
• Continuation of the co-opting recruitment program.
• Enhancing participation in recruitment and student fairs by improving, for example,
communication concerning existing partnerships with associations.

An employee development policy

Background and policy
The Guerbet group has a job and skills policy. This policy isbased on the continuous development of employees’ skills,
enabling them to acquire the knowledge, know-how andinterpersonal skills needed to master their job, striving forexcellence and linking with businesses and careers to prepare
for the future. This policy is also based on the development oflinks between sectors to permit the acquisition of new skills, andit fosters employees’ mobility by enabling them to move to otherpositions within the company.

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Continuous development of employee skills
Guerbet invests in the continuous development of its employees’skills, so as to acquire, develop and consolidate the skills
needed to perform their job functions in accordance with theapplicable regulations and procedures, with a view toachieving full success and continually improving performance.
Guerbet also anticipates skills development needs to respond to
expected changes in the sector, thereby supporting thetransformation of the company and the achievement of its
priority objectives in line with the Group strategy.
The areas of development of skills are built in particular aroundthe areas of Diagnostic Imaging, Interventional Imaging,
Digital, and Augmented Intelligence in order to succeed in our
projects and meet the expectations of our customers in the
launching of our new products and solutions.

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Particular attention is also given to operational excellence andcontinuous improvement to implement the strategy as efficiently
as possible. Guerbet is also vigilant in its compliance withongoing changes in applicable regulations and quality andsafety requirements.
To ensure that the Group’s development is managed with the
expected vigor and success, management and leadership skills
and project management skills are encouraged and supportedby specific programs.
In addition to the technical and managerial skills development
programs supporting this development, a participatory culturaltransformation program has been launched to support thedevelopment of cross-functional soft skills for successful
development at all levels in connection with the Group’s
objectives and values.
Lastly, to continue to promote the Group’s growth in aninternational context, Guerbet has maintained its investment inforeign language learning, including access to an online
learning platform for all employees.
A variety of learning formats are offered to meet these technicalor human skills development objectives: instructor-led courses,
coaching/mentoring, conferences, e-learning, reading of
documents, on-the-job training, etc., in a work situation, in
person, or remotely.
Also noteworthy is the use of the Guerbet Inside collaborative
software solution, which promotes co-development and theexchange of information (blog articles, videos, webinars, etc.)
good practices and tutorials, contributing to the learning culture
within the Group. Webinars for employees have also grownsignificantly.
This culture of learning between employees is reinforced by the
involvement of internal trainers at the various Group plants.
During the collective training sessions that they lead, they share
their expertise and know-how, contributing to the transfer andcapitalization of knowledge and the development of networks.
In France, in order to support its in-house trainers, Guerbet
launched an initiative offering training in the training profession,
including digital training on educational tools andmethodologies for distance learning, as well as an in-houseportal dedicated to them. These training design and delivery
skills were enhanced this year with the acquisition of an elearning content creation software solution and the training ofsome twenty trainers who are experts in their sector and wish toshare their expertise more quickly via e-learning.
In several countries, Guerbet also supports the personal
initiatives of employees who wish to invest in thesedevelopment activities. In particular, for French employees
using their personal training account (CPF), Guerbet has
implemented a policy of matching days and financial
contributions.

The definition and monitoring of employee skills development
plans are part of the annual performance management cycle
and are the subject of interview between employees andmanagers. Managers prepare for this with the help of humanresources, in particular by sharing best practices and raisingawareness of the main mechanisms that can be mobilized.
Continuing training thus contributes to the company’ssustainable development, aiming to increase employees’
expertise to support its growth and develop their employability.
In 2022, it was decided to set a common objective for all
managers: 70% of employees must participate in at least one
development initiative during the year. This objective has also
been incorporated into the long-term compensation policy for
managers.

Support the development of leadersPotential Development Program
As part of the preparation of succession plans for key functions,Guerbet offers a specific development program, Guerbet
Development Center, open to employees showing potential
to be appointed to a key position in the company.
Participants in this nine-month program include employees fromvarious countries, of differing professions, ages, gender, andseniority levels, supervised by internal coaches. This is a year
full of experiences and learning focused on the development oftransformational leader skills. The program offers seminars(including presentations, group workshops, challenges andawards), webinars, in-house and outside speakers, and theperformance of a project as a cross-functional international
team. The issues addressed focus on the main characteristics ofa Guerbet leader: self-awareness, self-awareness as a leader,knowing the company (its core business and development
strategies), rooted in the Group’s values (CARE, COOPERATE,INNOVATE, ACHIEVE), and exploration of opportunities fordevelopment within the Group (networking and career path).
This initiative makes it possible to strengthen our succession
plans at all levels in key positions in advance. It also
contributes to the motivation, commitment and retention of
employees as well as to the development of a sense of
belonging across the Group.

Global leadership development program
Aware of the pivot role of managers in employee development
and with the objective of supporting the Group’s permanenttransformation and the development of all employees, Guerbet
invests in strengthening the managerial and human skills of its
managers at all levels of the organization.
One of the objectives of the program is to give Guerbet’s
managers the tools and attitudes to engage their teams over thelong term, strengthen their confidence in this role, and develop
their leadership: engage, develop, and recognize theperformance of employees.

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After a successful pilot program in 2020, the program has
since been rolled at all management levels and to all
geographical regions.
It is accompanied by a managers’ network initiative, the pilotof which was launched this year, with the aim of developing a
network of managers for informal sharing of best practices.
Voluntary participation in this network is proposed after they
have undergone management and leadership training together,to maintain close ties with regular exchanges in a spirit of codevelopment and cooperation.

Closer look at the internal and international mobility
policyThe policy implemented encourages all teams to consider
career prospects within a Group scope. It aims to identify newtalents and develop and strengthen employee engagement andis part of the skills development policy.
Internal mobility includes promotions or a change of region.
Regardless of their seniority and position in the company, allemployees are eligible for internal mobility and areencouraged to express their desire to their manager and HR
during career discussions. Our teams circulate vacancies to
employees to encourage internal mobility and participatory
recruitment. Eight employees took advantage of international
mobility opportunities in 2022.
Guerbet has launched the Graduate Program to support thedevelopment of young employees in key, critical, or niche
positions where skills are in short supply. This program enables
young graduates to discover several business areas and/or
plants over a period of one to two years, boosting their careersand enabling them to move into strategic positions within theGroup. For Guerbet, this is also part of a process of preparing
succession plans. For example, depending on the challenges,
needs, and ambitions of the division, we can propose a
program consisting of three six-month rotations/assignment,
including one abroad.
The use of Volunteers for International Experience (VIE) in our
subsidiaries (outside France) is also encouraged forinternational mobility by offering the possibility of taking on
multiple assignments in various entities for employees under theage of 28.

Closer look at the commitment of Guerbet
and its employees to meet societal challenges
In 2021, the Group revealed its Corporate Purpose:“At Guerbet, we build lasting relationships so that we enablepeople to live better. This is our Corporate Purpose, which
defines the unique way we act, both internally and with our
external stakeholders. Since then, all the teams have been
experimenting with it and trying to use it as a strategic compass
to guide them in their choices. Projects have been carried out
at the Lanester and Cincinnati industrial plants to materialize the120

Corporate Purpose, so as to make objectives more meaningful,for example. A Corporate Purpose Committee, led by the
Corporate Secretary, meets each month, with the CEO
routinely participating. This Committee regularly reviews theactions related to the Corporate Purpose and the points for
improvement to better take the Corporate Purpose into accountin decisions.
In the context of its corporate social responsibility, Guerbet isparticularly committed to diversity and inclusion, health, theenvironment, and solidarity through actions supporting local
non-profit organizations. Guerbet provides financial support invarious forms (sponsorship, subsidies, training tax, etc.) andencourages initiatives taken by employees.
Since 2021, Guerbet has had a global skills sponsorship andvolunteer program: Guerbet Positive. It is a commitment madeby the company and its employees, a practical humancontribution of value to non-profit organizations, theirbeneficiaries and the causes supported, in line with our
corporate purpose, values and CSR strategy.

Each employee volunteer can devote three days a year ofworking time to engage in expertise-based or field volunteer
activities for the benefit of charitable organizations related tothe causes supported by the program: health, environment,
diversity & inclusion, and solidarity with local issues. For the firstyear, in 2021, the program was opened to employees inFrance and the United States as a pilot. In 2022, the program
was gradually rolled out to other plants and subsidiaries inPrague, South Africa and Japan. This program reflects thecommitment of Guerbet and its employees through initiatives tosupport the disabled and address health issues, or efforts toaddress local needs and issues. Within this framework, in
addition to individual volunteer activities, the plants organizedinitiatives during sustainable development weeks and at theend of the year, such as picking up waste (around 800 kg ofscrap metal and plastic waste collected at Marans during
Sustainable Development Week), building insect shelters orcollecting donations (food, medicines, eyeglasses, periodic
protection to act against menstrual poverty, end-of-year
gifts, etc.).
In 2022, nearly 140 employees were involved with some thirtyorganizations (around 3% of the employees taking part in the
program) during their working hours and/or on a voluntarybasis through missions in line with their personal or professional
skills, field activities, team activities, collections or financial
donations (more than €2,200 in employee donations for the
Red Cross to support the populations affected by the situation in
Ukraine).

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Guerbet also remains committed in France to the organization“Nos quartiers ont des talents” (NQT). Through this partnership,
employees
mentoryoung
graduatesfrompriorityneighborhoods and from disadvantaged social backgrounds.
They help them define their career plan and improve their job
search tools. They can also give them advice on adapting tocorporate culture, prepare them for job interviews, develop
their professional network, and help them gain self-confidence.
In 2022, some thirty employees signed up as sponsors since
the beginning of the partnership with NQT. To date, nearly
250 young people have received support.

Since 2018, Guerbet has been involved with the Frenchgovernment initiative PAQTE (Pacte avec les Quartiers pourToutes les Entreprises). This pact is a commitment by companies
wishing to support inhabitants in priority neighborhoods
targeted by the government’s policy for the cities, with
ambitious, quantified, evaluated objectives. The government
has four main areas of commitment “for a targeted, shared andhigh-impact Pact.” Due to its strong historical roots ineconomically troubled areas, Guerbet’s commitment to the
PAQTE reflects the Group’s societal responsibility and its
determination to become actively involved in these areas ofactivity.

Action plan and results
Theme

Objectives and key focusesfor 2018–2023
Actions, progress and results in 2022

Employeedevelopment
and talentmanagement• Gradual deployment of • 74% of employees have followed at least one skills development initiative, including
the Guerbet Academy:
the implementation of international development programs:international employee• Guerbet Development Center internal potential development program: 18 highskills development
potentials supported with the international class of 2021–2022, for a total ofprograms to support
64 high potentials since its launch in 2019;
the Group’s• “Management and Leadership” program: 204 managers joined the program thisdevelopment.
year, for a total of 451 managers who have participated since the launch in• Gradual deployment of2020;
Learning Management• “Project Management” program: launched in 2022 with 172 participants at the
System (LMS), a single
international level;
management training• “Cultural Transformation” program: launched in 2022 with 241 participants at the
management tool,international level;
throughout the entire• Training in new skills (medical devices, digital, etc.) through the implementation of
Guerbet group tointernational programs in which 241 employees participated, a total of
facilitate overall
576 employees since 2021.
management.
• Digitization of training:• Deployment of the• A single management tool for regulatory/quality/safety training deployed
development plan as
throughout the group since 2021 and a project underway to upgrade to a morepart of the annual
powerful system allowing all training to be managed with an improved user
performanceinterface;evaluation.
• Initiatives to develop e-learning internally: 20 graduates and expert trainers trained
this year in these methodologies and techniques;• Initiatives to develop trainer competency in distance-learning facilitation:
37 trainers trained this year, for a total of 94 since 2020;• 541 employees received language training, including through the online
language learning platform offered by Guerbet;• 2,179 employees active on the Guerbet Inside internal social network with53 active communities and 188,000 content views over the year.

Internal
Mobility• Continuation of theinternal mobility
program.

• 8 internal transfers in 2022.
• Internal distribution of vacancies to encourage internal mobility.
• Continuation of the Graduate Program to support the development of young
employees in key positions through mobility and encouragement of VIE recruitment.

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5.2.2.3

A recognition policy in line withthe company’s strategy anddevelopment

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

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

Indirect compensation and benefits
In addition to direct compensation, we offer a “Compensation
and Benefits” package that includes the following components:• monetary and non-monetary recognition of individual andcollective performance;• competitive welfare, health and retirement coverage;• granting of bonus performance shares: since 2016, theGeneral Meeting has authorized the Board of Directors to
issue performance share allocation plans. The most recent
plan was approved by the Board of Directors in 2022 andincludes financial and CSR criteria;• regularly analyze the competitiveness and structure ofcompensation compared with market baselines and country
practices.

• company vehicles available to certain categories of
employees;

Direct compensation• widespread use of teleworking implementation according toeligibility categories.

• certain expenditures covered, depending on local laws;

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

Action plan and results
Theme

Objectives and key focuses for 2018–2023

Actions, progress and results in 2022

Compensation• Involve employees in the company’s growth anddevelopment, in particular by granting performance
shares to enable Group employees to become
Shareholders.

• A new performance share plan was approved in
2022 based on financial and CSR criteria.
• As of December 31, 2022, 3.64% of the sharecapital was held by Group employees.

5.2.2.4

Diversity and inclusion

Background and policy
At Guerbet, we are convinced that employee diversity is asource of human wealth. We believe that diversity is an asset
as well as an opportunity to develop the Group’s sustainable
performance, innovation, and creativity.
Around the world, in our offices and at our industrial plants, we
foster a culture that encourages and promotes an environment
where all people are welcomed, valued, and respected,
regardless of their differences, origins, age, or social
background. This is how we build lasting relationships toenable better living, caring for people and growing throughshared knowledge.
It is our shared responsibility to build an inclusive workplace
where all employees can be themselves, be free to share theirperspectives, and feel that their contributions are valued and122

proactively sought for the success of the company without
prejudice.
As indicated in our ethics charter, Guerbet promotes inclusion,
applies zero tolerance regarding discrimination in all its forms,
and includes these topics in its management training. The
Group promotes diversity, regardless of gender, age, marital
status, sexual orientation, disability, national or ethnic origin, or
religious or political beliefs, in recruitment and careerdevelopment.
Any act of discrimination can be reported to the manager, theLegal Division, or the Human Resources Division or on thewhistleblowing platform (alert line) available to employees. This
platform allows any professional alert reported anonymously orotherwise to be collected, recorded, and investigatedconfidentially (more information is available in the Guerbet
Code of Ethics: paragraph 5.5.3 “Prevention of corruption andconflicts of interest”).

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

The agreements and action plans signed in all of the Group’s
companies in France are based on a goal of zero
discrimination within the Company, a goal shared bymanagement and the social partners. They refer to results
particularly in terms of recruitment, qualifications, training andcompensation. They define provisions aimed at maintaining
gender equality in the workplace with regard to recruitment,compensation, training and career development.
In 2022, Guerbet achieved the following gender equality
scores:The Human Resources team and managers at all levels of thecompany are responsible for the application of a policy ofdiversity, inclusion, and equal opportunities. Guerbet hasestablished major agreements on diversity, via a NonDiscrimination Charter in the United States and agreements inFrance on gender equality in the workplace, employment ofyouths and senior workers, and employment of disabled
persons.
In addition, in 2022, cognitive bias awareness and training
initiatives continued, including training for the recruitment team.

Closer look at professional equality without
distinction between women and men
At December 31, 2022, 44% of the Guerbet group’s
employees were women and 56% were men, on both openended and fixed-term contracts. The Group’s ambition is toachieve professional equality without distinction as to gender.
In particular, Guerbet aims to have the same proportion among
managers, middle managers and senior executives as in theGroup overall. The objective for 2023 is to have at least 40%
women in management positions or in middle or senior
management. These objectives were achieved as of 2022.
To achieve this goal, in support of its Diversity and Inclusion
initiative, Guerbet has identified an area for action on the topic
with the creation of a multidisciplinary working group,
Lead’Her, defining initiatives to promote this evolution andmonitor various associated progress indicators, in particular the
proportion of women on the Executive Committee and inmanagement, middle management and executive positions,employee training, and their salaries.
As of December 31, 2022, the breakdown of the workforce
was as follows, reflecting a marked improvement:

The overall result obtained by Guerbet S.A. (representing
1,076 employees) was up significantly, notably thanks to an
improvement in the indicator measuring the promotion gap
between men and women.
This is a system for assessing gender equality within theframework of the “professional future” law, to which Guerbet
has replied. The rating is based on five criteria established by
the government: gender pay gap, gap in annual pay increases
and promotions, return from maternity leave, and presence of
women among the company’s top ten employees. This score
highlights Guerbet’s commitment to equality.

(a) Managers, middle managers and executives.

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Closer look at cultural diversity
Guerbet promotes diversity, regardless of ethnic origin. In termsof cultural diversity, we monitor indicators on the distribution ofnationalities within the group and at the management level. The
Guerbet group is present in 31 countries. 72 nationalities are
represented, including 38 for managers and middle and senior
management.

For example, the Dublin plant organized an initiative to express
gratitude to all employees in all the languages spoken at theplant on World Gratitude Day.

DISTRIBUTION OF NATIONALITIES AT THE GROUP LEVEL AND IN MIDDLE AND SENIOR MANAGEMENTCloser look at measures taken to promote accessto employment for younger people and to keep
older workers employed

Guerbet develops partnerships with local schools, colleges anduniversities. For example, in 2022 the Lanester and Aulnay
plants organized student visits to showcase their activities.

The agreements signed in the Group’s French companies
contain, in particular, commitments to the employment of senior
workers, through measures to improve working timearrangements, actions for the transfer of skills, and end-ofcareer arrangements.

Guerbet has an active work-study policy for various jobs.
Whenever possible, the Group seeks out work-study scheme
trainees from priority neighborhoods. Each year, Guerbet’s
plants in France welcome junior high school students tointroduce them to the business world.

Guerbet has reaffirmed its commitment to enhancing the wellbeing and maintaining the employment of older workers(age 50 and over), and also encouraging their recruitment. In
2022, 90 senior employees joined us, representing more than
12% of all new hires. Of these 90 hires, 26% were middle
and senior managers.

GUERBET AGE PYRAMID

Guerbet is committed to young people’s access to long-term
job opportunities and implements measures to promote their
inclusion.
Through the Graduate Program, Guerbet supports thedevelopment of young employees in strategic positions.
Guerbet also offers VIE contracts, allowing several assignments
to be performed in various entities internationally.
Each year, Guerbet seeks to welcome more and more workstudy students and interns on all levels and in all sectors in all its
plants, thereby contributing to the training of young people andaccess to their first job.
In 2022, 16% of interns and work-study scheme trainees foundtheir first job at Guerbet plants in France (permanent or fixedterm contract).

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Closer look at measures taken to promote theemployment and integration of disabled persons
The Group is committed to pursuing a policy for theemployment of disabled workers, supported by HR contacts
and a Disability expert in France who seek to adapt work
stations and increase cooperation with the sheltered sector (1)and the disability-friendly employment sector (2). This policy has
materialized in practical initiatives for several years, such as:• training and encouraging recruiters to recruit disabled
persons;• training managers who have employees with disabilities on
their team in the fair management of these workers;• working with the occupational health department to makeergonomic workstation adjustments to encourage theirretention in the workplace;• working with disability committees to seek adaptations ofpositions or personalized redeployment solutions toencourage their retention in the workplace;• using the sheltered employment sector and the disabilityfriendly employment sector for certain services (collection
and sorting of waste, maintenance of green spaces androads, packaging activities, office supplies, etc.);• initiatives aiming to change perceptions of disability andshow people that being different is not a handicap but canin fact create synergies:• participation of employees in the Special Olympics raceand challenge funded by Guerbet,• presentation of jobs to young people with disabilities by
employees,• regular publication of articles on disability on the
Guerbet Inside collaborative platform,• production of video testimonials from employees,• participation in Duoday (the company hosts a disabled
person on a national day to shadow a volunteer
professional),• welcoming young students with disabilities.
Guerbet S.A.’s rate of direct employment of workers withdisabilities is 4.74%, not including subcontractor employees.
This result is not as good as in 2021 because of the increasein the workforce and the departure of employees withdisabilities.

Action plan and results
Theme

Objectives and key focuses for 2018–2023

Actions, progress and results in 2022

Gender equality• Develop gender equality with a view toachieving the same proportion in senior
management as in the Group as awhole. 2023 objective: more than 40%
female senior executives.

Cultural diversity• Develop cultural diversity.

• Rate of 41% female managers or middle managers andexecutives versus 44% for all positions combined. This rate
is up from 35% in 2018.
• Gender equality indicators:• 91 out of 100 for Guerbet S.A.,• 77 out of 100 for the French subsidiary,• 95 out of 100 for the Marans plant.
• At the Group level, at least 72 nationalities are represented,
including 38 in middle and senior management.
• 82 apprentices at the end of 2022: 2.9% of the workforce.
• 51 interns throughout the year.
• A VIE for the whole year.
• 16% of interns and work-study students found their first job
at Guerbet.
• Seniors represent 12% of 2021 hires, 26% of whom are
middle and senior managers.
• Workers with disabilities account for 4.74% of Guerbet
S.A.’s direct employees in France, excluding partnerships
with the sheltered and adapted work sector.

Employment of young • Continue to develop partnerships withschools to integrate young people into
people and seniors
the company.

Employment of
disabled persons

(1)

(2)

• Promote the employment of disabled
persons.

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

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5.2.2.5

An approach promoting a better
quality of life at work

Background and policy
Guerbet’s ambition is to promote a good work/life balance by
providing a satisfactory working environment for its employees.
This approach includes the creation of a safe working
environment, attention to the development of management
practices promoting proximity with employees, and attention totheir well-being.
A safe work environment contributes to the quality of life atwork, which is reflected by our key focus on Safety First.
Guerbet is a player in healthcare. Internally, this mission isreflected in the priority given to employee safety and health.
To enable employees to learn of and understand progress on
the Group’s strategic plan and to make it meaningful, theExecutive Committee organizes a conference call for all Group
employees once a month.

• signing of the agreement on teleworking to promote worklife balance by providing good-practice guides for theorganization of working at home and on-screen work;• maintaining team connections through the managers (virtual
coffee breaks, etc.);• partnership to offer sports and wellness courses to
employees of the French plants;• organizationofconferences
around“conscious
management of physical, mental and emotional resources ineveryday life”.
Guerbet takes psychosocial risk into account in its managementand deploys appropriate plans and programs. As part of this,a concrete action plan has been rolled out in the French plants
to:1. promote the right to disconnect;

Employee information and expression are also promoted by theavailable digital solutions, such as the collaborative software
solution Guerbet Inside, the online collaboration tool thatfacilitates teamwork, relationships, and dialog.

2. train managers in objectification of the workload andinvolve them in co-development sessions;Guerbet is gradually deploying programs to improve the qualityof life and working conditions (“QVCT”) and prevent
psychosocial risks (PSRs). It also conducts targeted employee
surveys involving local management:

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

• the QVCT policy is part of the mandatory annual
negotiations for all French entities;• in 2022, management conducted a new engagement
survey among all Group employees with a focus on thefollowing themes: communication, team collaboration, worklife balance, ethics and corporate responsibility, work
atmosphere, recognition, and working conditions. Sixty-nine
percent of employees responded to the questionnaire. Thisapproach of actively listening to our employees andcollaborating has allowed action plans to be built anddeployed. Employees and employer and worker
representatives are regularly informed of progress on actionplans;

126• Guerbet has designated a psychosocial risk official for
Guerbet S.A. to strengthen the concerted efforts ofmanagement and employee representatives;

3. coordinate the internal liaison group made up of regularly
trained employee volunteers;

In 2022, deployment of PSR training to Executive Committee
members, employee representatives and HR teams.
Support programs are in place at the Cincinnati, Dublin andRaleigh plants and the sales subsidiaries in North America andAsia-Pacific to assist employees experiencing difficulties.
Guerbet offers all its employees in France access to a remote
medical consultation service, including a psychological support
unit, through a health protection scheme.
In addition, to foster pride in belonging and employee
satisfaction, Guerbet encourages employee involvement andthe organization of initiatives and events at the local andGroup levels.

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Action plan and results
Theme

Objectives and key focuses for 2018–2023

Actions, progress and results in 2022

Employee satisfaction • Deployment of targeted surveys
involving local management.

• Continuation of the program with a new engagement
survey of all Group employees.

Internal
communicationand employee
collaboration• 53 active communities and 2,179 connected employeeson the Guerbet Inside collaborative software solution.
• Organization of monthly conference calls for all employees.

5.2.2.6• Foster communication and collaboration
between units, entities and countries.

Labor relations

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

Conference calls organized by the Group Executive Committee
each month help employees to know and understand progresson the Group’s strategic plan.
In a broad sense, labor relations at Guerbet involve:• promoting communication between all internal stakeholders:dialog between social partners and Management, between
managers and their teams, and between the various
sectors; and• preventing conflict by encouraging free expression andbeing receptive, dealing early with potential situations ofconflict, giving attention to working conditions, andgathering proposals for improvements.
For example, in 2022 at the French plants, HR workshops
were offered to managers and employees to inform them aboutthe HR systems in place (paid leave, annual appraisal
interview, understanding pay slips, housing action, etc.).

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Statement of non-financial performance
Protecting health and safety

5.3

Protecting health and safety

5.3.1

Employee health and safety

We put our purpose into action every day by taking care ofothers. Internally, this is reflected in the importance given to
employee safety and health. Our ambition is to strengthen oursafety culture to achieve the objective of “zero accidents.”• commitment by everyone to suggest ideas for improvement
and to report hazardous situations;Regarding Health, Safety and Environment (HSE), ourapproach is based on the Guerbet Operational Excellence
Program and the following principles of continuous
improvement:• regular training and awareness raising;• appropriation and implementation of Group standards;

In line with the Group’s strategy, Guerbet has formalized its
HSE vision and designed the 2023 HSE road map with theobjective of reinforcing the safety culture. In 2022, Guerbet
established its road map for 2023–2025. This vision and theHSE road map were built around the following 10 structuralelements of Guerbet’s HSE management system.

• strong, visible leadership of managers, especially through“field safety visits”;• risk assessment and control;• consideration of HSE issues from the start of projects;• reporting of events, root cause analysis, and cross-plant
feedback;• appropriate visual management;• preparation for emergencies.

• commitment by everyone to apply the Guerbet Values(CARE), rules, and safety behaviors;
CLOSER LOOK AT SAFETY

Guerbet’s policy aims to preserve the safety and health ofpeople at work through prevention actions and measures toimprove working conditions. Safety and health are factors in
the monitoring of management performance.

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Prevention actions are carried out in conjunction with theoccupational health units and local health and safety bodies,such as the Rio internal accident prevention commission and
the Social and Economic Committees and health, safety, andworking conditions committees in France.

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Protecting health and safety

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

5.3.1.1

CHANGE IN THE GROUP’S SAFETY PERFORMANCE

Safety of people

Achieving our safety objectives is the primary responsibility ofthe management team and requires the commitment of eachGroup employee.
The Group’s objective is to reduce the TRIR (1) by 64% between
2017 and 2023. This indicator includes injuries with lost time,with medical restrictions, or with medical treatment.
Improving safety results is a key annual objective for all
employees:• for the CEO and COMEX members;• for industrial managers;• for eligible employees, the reduction in the number ofaccidents is one of the criteria used to calculate variable
compensation;• for Guerbet employees in France, for whom this indicator is
included in the profit-sharing calculation.
Each industrial plant has a dedicated HSE organization
reporting hierarchically to the Plant Manager and functionallyto the Group HSE and Risk Manager. Safety correspondents
have been identified for the sales subsidiaries.
The HSE Operational Excellence Program of the industrial
plants is supported by:• communication on HSE and security events according tostandardized definitions within 24 hours at the Group level;• monthly reports from each plant to the Group HSE and Risk
Management team on performance, management andaction indicators;• performance reviews conducted quarterly in the industrial
plants;• cross-plant sharing of information and outside feedback
through monthly meetings and an annual seminar;• encouragement of safety leadership by managers (HSE
dialog, presence in the field, leadership training, etc.);• programs to encourage HSE improvements through reward
systems (safety category awards).

(1)

5.3.1.2

Safety of the industrial plants

The production of active ingredients for contrast media entails
safety and environmental risks. These risks are inherent in thehazards involved in manufacturing, transporting, using anddisposing of the raw materials, solvents, reactants, synthetic
intermediates and other products used.
Three of our industrial plants have the Seveso 3 classification:• high threshold for the Dublin and Marans plants;• low threshold for the Lanester plant.
These three plants are subject to specific requirements throughprefectural orders concerning them. They regularly conduct andreview hazard studies. These result in the introduction andmonitoring of risk control actions to avoid industrial accidents.
Internal procedures and staff training allow us to incorporate
regulatory changes and maintain skills to control specific risks.
In consultation with the local authorities (DREAL: Direction
régionale de l’environnement, de l’aménagement et dulogement), the Lanester plant decided to maintain certain
requirements relating to its former high-threshold classification,
including the organization of emergency response systems, thesafety management system guaranteeing the implementation ofrobust risk prevention processes, and the technological risk
prevention plan (PPRT) to protect local residents. This decisiondemonstrates the high standards for continuous improvement inareas of industrial safety to ensure the safety of employees,
local residents and the environment.
The Marans and Lanester PPRTs manage urban development
within defined areas according to the risks. Internal measuresand investments to reduce the likelihood and consequences of
injuries have been reinforced by regulatory requirements for
greater protection of local inhabitants.

Total Recordable Incident Rate: ratio of number of injuries to number of employees.

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Statement of non-financial performance
Protecting health and safety

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

Closer look at the European REACH regulation
The European REACH (Registration, Evaluation, Authorization
and restriction of CHemicals) Regulation came into force onJune 1, 2007. The objective of this Regulation is to protect
human health and the environment by improving theidentification of chemical substances and the intrinsic
knowledge of their hazardousness. Guerbet organized its
activity to comply with the Regulation and ensure its
implementation. The Group’s HSE and Risk Management teamis responsible for coordinating REACH with internal andexternal contacts and ensuring that all chemicals concerned areregistered.

5.3.1.3

Occupational healthWith the occupational health units and the local health/safety
bodies, Guerbet implements a health and prevention policy,
actions to improve working conditions, and appropriate
medical monitoring to preserve the physical and mental
integrity of its employees.
In the industrial plants, in collaboration with the occupational
medicine service, prevention programs are implemented
according to the identified risks, such as hearing, vision, andatmospheric tests and training in the use of personal protective

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equipment (PPE). Awareness-raising activities are carried out topromote health, such as Pink October to raise awareness ofbreast cancer and Blue November to raise awareness of malediseases.
Through appropriate medical monitoring, Guerbet is able toanticipate employees’ unfitness for work and provide solutions
for adjustments of workstations or working time. Where
appropriate, Guerbet looks for personalized job redeployment
solutions, with the help of its disability committees, to try toretain employees in the workplace.
Many health initiatives are accordingly implemented in theplants and subsidiaries, such as the introduction of new
equipment and/or organizational measures to improveergonomics. Health, nutrition, and heatwave awarenessactions and vaccination campaigns are also offered.
Guerbet offers all its employees in France access to a remote
medical consultation service, including a psychological support
unit, through preventative healthcare.

5.3.1.4

Closer look at social protection

Guerbet ensures that its employees receive social welfare
benefits in accordance with the regulations and practices inforce in the various countries in which Guerbet is present.
In France and the United States, given the trends in healthcare
expenditures and coverage, Guerbet strives to maintain a goodlevel of healthcare benefits for its employees. With regard to
personal protection, Guerbet insures its employees against
major personal risks.

5.3.1.5

Employee health and safety action
plan and results

As part of its health and safety policy, Guerbet has establishedthe following road map aiming at “zero accidents” in its plants:

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Protecting health and safety

Theme

Objectives and key focuses for 2018–
2023

Actions, progress and results in 2022

Group safety• Decrease the incident rate (TRIR)
for Group employees, with anobjective of 0.5 in 2023.
• Improve injury monitoring foroutside contractors.

• 16 injuries, on a TRIR basis, for the Group as a whole, including
10 lost-time injuries.
• The TRIR for the Group is 0.56, down 60% from 2017. The
occupational injury frequency rate is 2.2.
• The occupational injury severity rate was 0.12 for the Group as awhole, down 23% from 2017.

Safety of people,
industrial safety,
and environmental
impacts on theindustrial plants• Implement the 2018–2023
industrial HSE road map.
• Perform HSE audits every two
years in 100% of the industrial
plants.
• Standardize the management
and action indicators for all theindustrial plants.
• Roll out the Group HSE policy ineach of the industrial plants.

• Deploy the 2022 industrial HSE road map:• reinforce vital procedures (confined space guidelines),• continue the process risk analysis program (Hazop) at active
ingredient production plants,• conduct studies of business continuity and emergency responseplans,• continue the gradual launch of the Group’s HSE software at theindustrial plants,• hold HSE days at the industrial plants and at the head office,• deploy the guidelines on roles and responsibilities.
• Regular visits to the French, Raleigh and Dublin plants by the HSE& Risk Manager.
• Definition of the 2023–2025 HSE road map.

Safety of sales
subsidiaries andadministrative units• Deploy the TRIR indicator each
• Maintain and adapt protection and prevention measures tomonth and establish
preserve employee health and safety in the context of thecommunication within 24 hours of
pandemic.
potentially serious injuries.
• Build the sales and administrative
HSE road map on the basis of
the actions carried out in the
French sales subsidiary and at thehead office.
• No occupational diseases reported during the year according to• Continue to implement the HSE
the criteria of local regulations.
road map.
• Influenza vaccination campaign at all industrial plants and for• Continue preventive healthcertain administrative and sales entities.
initiatives.
• In the context of the pandemic, in addition to the protective andpreventive measures deployed for all its employees, Guerbet hascontinued to give special attention to vulnerable employees inregular coordination with occupational health services byfacilitating vaccination.
• Promotion of health, for example through Pink October and Blue
November.

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5.3.2

Quality and safety of products and services

Guerbet contributes to advancement of the diagnosis of major
pathologies and ensures that future needs are anticipatedthrough products with societal value added (see sections 1.4“Overview of activities” and 1.6 “Research andDevelopment”).
The Group develops and provides its customers with innovative
products and services that have proven to be effective and safe
to use, enabling healthcare professionals to perform their workin the best conditions for themselves and their patients.
As part of its public health mission, Guerbet continued its
activity to provide maximum support to health facilities in thecontext of the COVID-19 pandemic.
Guerbet will be able to accelerate and build the future of
medical imaging by relying on its Quality Vision, which places
patient safety as its top priority.
The Group aims to meet the expectations of patients andhealthcare professionals by ensuring the availability of safe,
high-quality products. With several hundred employees
dedicated to Quality, Guerbet develops and provides its
customers with health products, medical devices and services
whose effectiveness and safety have been proven.

Our Quality policy is based on the following fundamentals:
1. Customer needs and expectations are our driving force.
2. Quality applies to all of our activities.
3. All Guerbet employees are responsible for the quality andperformance of the product or service as well as for patient
safety.
4. Quality employees make for quality companies. For thisreason, all Guerbet employees have the training, learning,abilities and experience required to allow them to performtheir work competently.
5. A commitment to constantly improve the quality of products
and services. Our continuous improvement initiative is basedon the Guerbet Operational Excellence Program. As part ofthis, performance reviews are conducted on a quarterly
basis at each industrial plant.
6. Achieving our Quality objectives is the primary responsibilityof the management team and requires the active
participation of all Group employees in keeping with
Guerbet’s ethical principles and values.

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

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Theme

Objectives and key focuses for 2018–2023

Actions, progress and results in 2022

Quality
Performance• “Right the first time” objective achieved in 2022.
• “Right the first time.”• Improve the batch release cycle time.
• Improve the Quality Index.
• Develop the performance of quality control
laboratories through operational excellence.

Quality culture• Continue
implementation/revisionofthe • Updating of the Group Quality Manual and policies
standardized Quality policy.
and guidelines to reflect changes in global• Continue to promote a common Quality culture by:regulations.
• organizing training for the employees concerned; • Continuation of the process of simplifying Quality• describing the Quality Management System in a
Management Systems in the industrial plants.
formalized global Quality Manual.
• Continuation of training in Good Manufacturing• Strengthen the skills of the Quality Division by
Practices (GMP) and knowledge maintenance.
recruiting medical device quality experts and sterility • Finalization of the deployment of a training programand microbiology experts.
on reducing human error.
• Implementation of EU GMP Annex 1.
• Implementation of the new EU Medical Device
Regulation (MDR).

Compliance• Continue the deployment of Quality audits.
• Preparation for inspections.

• 7 inspections/audits by health authorities or certified
bodies at the plants, with renewal of the certificate.
• Completion of 100% of planned Group audits.

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Minimizing the environmental impacts of our activities

5.4

Minimizing the environmental impacts of our activities

Guerbet is fully aware of the environmental challenges facing the world and pursues its development in a sustainable manner. The
company is committed to reducing its environmental footprint across all its operations, from raw material sourcing to the production ofcontrast media and medical devices, through to customer delivery. The Group is committed to controlling its processes and waste
while innovating to reduce their impact. The Group is mindful of the challenges of climate change. All these initiatives are conductedin strict compliance with applicable regulations and standards, wherever Guerbet operates.
Through its HSE policy, Guerbet is committed to implementing solutions in four areas:

The quantitative environmental indicators described in thisreport include the data for the industrial plants, excluding the
Guerbet Lyon plant and the administrative and sales units,
where the impact is not significant. However, initiatives are

5.4.1

carried out at all the plants. Moreover, the Group’s carbon
footprint assessment takes into account all the activities of
Guerbet, its suppliers and its subcontractors.

Climate issues

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

Since 2021, Guerbet has strengthened its “Climate Strategy”
to better address the issues of sustainable performance andtransformation.
Climate issues were presented to the Executive Committee andthe Board of Directors.

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

5.4.1.1

Climate risks and opportunities

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

134

Since 2021, Guerbet has been strengthening its climate
resilience by refining its assessment of physical and transitionalrisks and opportunities and by identifying areas for action. In
2021, physical risks were analyzed for all of our industrial
plants and for Guerbet’s key suppliers.
This analysis identified the main risks and opportunities,
presented in the following chart, that can have an impact on
activities, the supply chain, costs and competitiveness. To
mitigate the consequences of climate change on these
activities, Guerbet has implemented action plans such as
programs to reduce energy consumption, optimize processes,
and control waste. In the event of an incident, all industrial
plants have a business continuity plan incorporating emergency
procedures related to physical risks in particular.
In 2022, Guerbet refined these analyses through financial
scoring of the main risks and opportunities.

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5.4.1.2

Decarbonization

These objectives take into account:

Well aware of climate issues, Guerbet has set the following
decarbonization objectives aligned with the SBT (1) (ScienceBased Targets).
In 2022, Guerbet disclosed its decarbonization objectives andmade a commitment to the SBTi. The Group joined the list ofCompanies Taking Action, i.e. companies that are actively
combating global warming. Guerbet’s dossier, submitted to the
SBTi in July 2022, was approved in March 2023.
Guerbet has decided to commit to at least a “Well below
2°C” trajectory (2) by 2032, starting from reference year
2021. In concrete terms, this trajectory breaks down as
follows:• the Group’s growth strategy;• internal reduction actions;• innovation and technological developments;• exogenous decarbonization factors concerning electricity;• the use of renewable energies (favoring deployment at ourplants rather than the purchase of certificates); and• the commitments of key suppliers and transport companies.
They have been validated by the Executive Committee and theBoard of Directors.
In 2022, Guerbet updated its carbon footprint assessment for
all its activities, scopes 1, 2, and 3.

SCOPE OF GUERBET’S CARBON FOOTPRINT ASSESSMENT

This study confirmed the significant items, namely purchases, energy, and transport. These three items account for more than 80% of
the Group’s greenhouse gas (GHG) emissions.

(1)

(2)

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

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Minimizing the environmental impacts of our activities

BREAKDOWN OF GHG SOURCES• Purchasing, use, and end of life:• strengthen our climate criteria in the choice of suppliers;• continue to engage with suppliers with the largest carbon
footprint (see section 5.6);• strengthen the internal recycling of raw materials andsolvents;• strengthen eco-design and circular economy approaches
for all new products and developments in partnershipwith our suppliers and customers.
• Transport :• continue to optimize our supply chain (see the paragraphon “Minimizing the carbon impact of the supply chain”);• give preference to sea transport over air transport for
shipping finished products to our customers;

In connection with this carbon footprint assessment and theobjectives of the “Well below 2°C” trajectory, Guerbet isstrengthening these action plans in the following key areas:• Governance:• strengthen climate governance at every level of thecompany;• review the climate trajectory in the Executive Committee
and Board of Directors;• translate Group objectives into individual objectives for
key functions;• strengthen ourtransporters;

climatecriteria

inthechoiceof• continue to discuss and engage with our maintransporters.

Minimizing the carbon impact of energy
consumption and processes
GHG EMISSIONS FOR SCOPES 1 AND 2(reference year 2021)• strengthen the consideration of climate in internal
decision-making mechanisms (medium-term budgets,etc.).
• Employee engagement & training• involve all employees in contributing to the Group’s
objectives;• develop internal expertise in key functions;• raise awareness among all employees.
• Energy and processes (see paragraph on “Minimizing thecarbon impact of energy consumption and processes”):• continue with energy efficiency audits and actions at
industrial plants;• set up innovative facilities;• develop the use of renewable energies (e.g. signing acontract for the operation of solar panels at the Dublin
plant);• strengthen energy and climate criteria in investments anddevelopment.
• Research, innovation and development:

In 2022, the relative GHG emissions on scopes 1 and 2
represent 34,489 metric tons of CO2 equivalent. The energy
efficiency measures implemented at the industrial plants aredetailed in paragraph 5.4.2 “Sustainable use of resources,”closer look at “Energy consumption.”
Guerbet stopped operating oil-fired boilers in 2020, and thishas had a positive impact on GHG emissions and enables theGroup to have the following breakdown of energy
consumption.

• integrate the climate component from the R&I stage;• systematize the life cycle analysis (LCA) of new products
and packaging and progressively conduct LCAs on
existing products and packaging with the highest priority.

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Statement of non-financial performance
Minimizing the environmental impacts of our activities

BREAKDOWN OF GHG EMISSIONS BY TYPE OF ENERGYAT THE INDUSTRIAL PLANTS

Guerbet is continuing to deploy the actions undertaken:• optimize locations and operation of distribution centers,
contributing to the reliability of sales and reducing thecarbon impact of supply;• improve the plants’ service ratio relative to the sales andinventory forecasts;• make efforts to streamline the number of product references
and presentations;• use a new rail transport route between Europe and Asia.

Other actions
In addition to energy and transport optimization measures,
other actions are being taken to limit the impact of businesstravel and commuting:• the Group’s travel policy includes measures to reduce thecarbon impact of business-related travel by promoting theuse of alternatives to traveling (virtual meetings);

Minimizing the carbon impactof the supply chain
Transport represents 12% of the Group’s GHG emissions.
Freight from our plants to our customers has an especiallysignificant impact. The environmental and economic challenge
for Guerbet is to limit the use of air transport by using sea
transport instead. To this end, Guerbet has identified thefollowing key actions:• improve the reliability of sales forecasts by:• increase our knowledge of local markets,• invest in statistical forecasting tools,• make production more flexible by investing in new industrial
tools (shorter cycle times, smaller batches);• strengthen the relationship with logistics companies throughjoint engagement with our major transporters;• the Group encourages the use of remote communication
facilities and public transport, especially rail transport;• the use of electric and hybrid vehicles is encouraged by thepolicy concerning company vehicles; by the end of 2022,
24% of company vehicles in France will be hybrid orelectric (vs. 19% in 2021); in addition, we will no longer
order diesel vehicles;• Guerbet plants are equipped with charging stations forelectric vehicles, for example in Aulnay-sous-Bois and at thehead office in Villepinte;• to reduce the impact of commuting, various actions havebeen implemented in recent years: car-sharing service,promotion of soft modes of transportation, promotion of
carpooling, and the widespread implementation of
teleworking.

• strengthen the integration of environmental performance inthe selection process and in reporting.
In connection with these key actions, Guerbet’s objectives for2023 are to:• improve the indicator on available products deliveredon time; and• reduce the proportion of finished products transported
by air.
2022 was also a peculiar year due to the COVID-19 crisisand the geopolitical situation (availability of raw materials, costand availability of energy and maritime freight). However, thesharing of values and the collaboration established withtransporters and suppliers made it possible to get through theyear without any major break in supply, involving greater useof air transport.

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5.4.1.3

Green taxonomy

Context of the European Taxonomy
The
European
Union(EU)published
European
Regulation 2020/852 of June 18, 2020, known as the“Taxonomy” Regulation, on the establishment of a framework topromote sustainable investments within the European Union.
Sustainable activities are described for the first two climate
objectives of mitigation and adaptation in Annexes I & II of the
Climate Delegated Acts. Sustainable activities will be extended
to the other four environmental objectives in 2023, with
reporting required in the 2024 fiscal year.

Guerbet is required to publish three performance indicators,
based on the Group’s consolidated financial statements,
resulting from products and/or services associated witheconomic activities considered as sustainable within themeaning of this regulation and delegated acts under the firsttwo climate objectives:• share of eligible and aligned revenue;• share of eligible and aligned capital expenditures (CAPEX);• share of eligible and aligned operating expenditures(OPEX).
For the second year, Guerbet identified its eligible activities.
For the first year, Guerbet also analyzed their alignment withthe sustainability criteria. To do this, Guerbet verified:• the substantial contribution to one of the six climate
objectives;• the absence of significant harm to the other five (DNSH: Do
No Significant Harm);• compliance with minimum social safeguards.

Guerbet’s CSR strategy and taxonomy
For the first two objectives applicable from the 2021 fiscal
year, climate change mitigation and adaptation, the European
Commission has prioritized the sectors of activity that emit themost greenhouse gases in the European Union.

Annexes I and II define eligible activities, as well as thetechnical criteria for qualifying these activities as effectively
sustainable. Activities that do not meet these definitions are
considered ineligible.
The key performance indicator reporting requirements for the2022 fiscal year concern eligibility, as was the case for the2021 fiscal year. For the first year of “alignment”, Guerbet isalso required to publish the alignment, as shown in the graphic
below.

Guerbet’s activities are focused on research and innovationand the manufacture and marketing of contrast media, medical
devices, and innovative solutions essential for Diagnostic andInterventional Imaging.
The legislator does not consider that the activities of production
and marketing of diagnostic and interventional imaging
products make a substantial contribution to the two climate
objectives defined by the Taxonomy, including the productionof active pharmaceutical ingredients, which an analysis has
found not to be eligible for activity “3.14. Manufacture oforganic basic chemicals” covered by the Taxonomy.
Guerbet’s activities are not directly concerned by climate
objectives. They are not considered by the taxonomy as having
a substantial contribution to climate objectives, as theregulation has targeted the sectors of activity that emit the mostgreenhouse gases.
In addition to the obligations associated with the Taxonomy
Regulation, Guerbet has defined its strategy to reduce its
environmental
impactand,morespecifically,its
decarbonization objectives (see section 5.4. “Minimizing theenvironmental impacts of our activities” and 5.4.1 “Climate
issues”).
Guerbet has set the following decarbonization objectives for2032, in absolute terms, relative to the reference year 2021:• at least 27.5% reduction on scopes 1 and 2;• at least 13.2% reduction on scope 3.

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Statement of non-financial performance
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Eligible activities

Eligible revenue

Guerbet has not identified any eligible revenue, CAPEX or
OPEX related to its diagnostic and interventional imaging
product production and marketing activities.

Given that Guerbet’s activities are not targeted by thetaxonomy at this stage of the regulatory process, Guerbet does
not present eligible revenue with respect to the first two climate
objectives. Further study revealed that digital solution marketing
activities are Taxonomy non-eligible. Artificial Intelligence
activities will be Taxonomy-eligible once they are released on
the market.

The Group conducted a detailed analysis of the activity “3.14.
Manufacture of organic basic chemicals” covered by the
Taxonomy. This analysis did not reveal any revenue related tothe activity “3.14 Manufacture of basic organic chemicals”, as
the products manufactured by Guerbet are not listed among thetargeted products.
For now, the scope of Guerbet’s eligible activities is mainly
limited to the following activities of the “Climate Change
Mitigation” annex of the regulation:• activity 6.5 on transport by motorbikes, passenger cars andcommercial vehicles for long-term leasing of light vehicle
fleets;• real estate activities described in point 7:• 7.3: Installation, maintenance, and repair of energy
efficiency equipment,• 7.5: Installation, maintenance and repair of instruments
and devices for measuring, regulation, and controllingenergy performance of buildings,• 7.6: Installation, maintenance and repair of renewableenergy technologies,• 7.7: Acquisition and ownership of buildings, for positivechanges in rights of use for long-term real estate leases
and for constructions for the Company’s own account;• activity 8.1 relating to data processing, hosting, and related
activities.
Guerbet has identified CAPEX and OPEX related to individual
measures that correspond to purchases and capital
expenditures related to other eligible activities, mainly
activity “6.5. Transport by motorbikes, passenger cars andcommercial vehicles” and real estate activities described in
section 7 of the Climate Change Mitigation annex.

Eligible financial indicators
Methodology for identifying eligible financial
indicators
The financial information used to calculate eligibility indicatorscomes from Guerbet’s financial monitoring systems for the2022 fiscal year. An analysis of the data was conducted to
avoid double counting of eligible activities in the numerator of
the Taxonomy indicators.

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The consolidated revenue making
denominator amounts to €753,275 K.

up

the

Taxonomy

Eligible CAPEXIn 2022, Guerbet’s eligible CAPEX include:• Capital expenditures on assets or processes associated with
Taxonomy-eligible economic activities, i.e. R&D work on
Artificial Intelligence and digital solutions under category “8.
Information and communication”, paragraph “8.1. Data
processing, hosting, and related activities.”• Capital expenditures related to the purchase of Taxonomyeligible economic activities and individual measures thatenable such activities to become low-carbon or lead to
GHG reductions, namely activities:• 6.5: related to transport by motorbikes, passenger carsand commercial vehicles for long-term leasing of lightvehicle fleets;• real estate activities described in point 7:▪ 7.3: Installation, maintenance and repair of energy
efficiency equipment,▪ 7.5: Installation, maintenance and repair of
instruments and devices for measuring, regulation, andcontrolling energy performance of buildings,▪ 7.6: Installation, maintenancerenewable energy technologies,

andrepairof▪ 7.7: Acquisition and ownership of buildings, forpositive changes in rights of use for long-term realestate leases and for constructions for the Company’s
own account.
• R&D 8.1 related to data processing, hosting, and related
activities for Artificial Intelligence R&D. Data on the R&D
of digital solutions are not considered because they are
not eligible after further study.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Statement of non-financial performance
Minimizing the environmental impacts of our activities

These eligible CAPEX constitute the numerator for calculating the share of eligible CAPEX.
AmountStandards (in thousands of €)Investments related to:

Cross reference to the 2022 consolidated financial
statements

Rights to use vehicle fleet leasing (6.5)

IFRS 16

1,760

Not available for direct reading in the URD

Property, plant and equipment (6.5)

IAS 16—

Not available for direct reading in the URD

Installation, maintenance and repair of:• energy efficiency equipment (7.3)• instruments and devices for measuring,
regulation, and controlling energy
performance of buildings (7.5)• and renewable energy technologies (7.6)
Construction, real estate activities and rights ofuse – long-term real estate leases (7.7)

2,358

Not available for direct reading in the URD

IAS 16IFRS 16

10,560Not available for direct reading in the URD

799
15,477

Not available for direct reading in the URD

Artificial Intelligence R&D (8.1)
TOTAL ELIGIBLE CAPEX (NUMERATOR)IAS 38In 2022, the amount of eligible CAPEX (numerator) was €15,477 K, as detailed above.
In accordance with the Taxonomy Regulation, the denominator of CAPEX includes R&D acquisitions, gross additions to property,
plant and equipment and intangible assets, and rights of use (IFRS 16 – Leases).
Investments related to:

AmountStandards (in thousands of €)Cross reference to the 2022 consolidated financial
statements

R&D

IAS 385,679

Not available for direct reading in the URD

Tangible assets

IAS 1643,737

Section 6.1.2, Note 6.1

Rights of use

IFRS 16

12,607

Section 6.1.2, Note 6.1

Intangible assets
TOTAL CAPEX (DENOMINATOR)IAS 381,009
63,032

Not available for direct reading in the URD

In 2022, the denominator amounted to €63,032 K, as detailed above.
The eligible CAPEX ratio amounts to €15,477 K, or 25% of total CAPEX.

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Statement of non-financial performance
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Eligible OPEX
In 2022, Guerbet’s eligible OPEX include direct non-capitalized costs related to:• assets or processes associated with eligible economic activities, i.e. Artificial Intelligence R&D. Data on the R&D of digitalsolutions are not considered because they are not eligible after further study;• the purchase of eligible economic activities, i.e. construction and real estate activities.
(in thousands of €)Cross reference to the 2022 consolidated financial
statements

1,205

Not available for direct reading in the URD—

Not available for direct reading in the URD

AmountDirect non-capitalized costs related to:

Artificial Intelligence R&D (8.1)
Construction and real estate activities (7.7)
TOTAL ELIGIBLE OPEX (NUMERATOR)

1,205

In 2022, the amount of eligible OPEX (numerator) was €1,205 K, as detailed above.
In accordance with the Taxonomy Regulation, the OPEX denominator consists of direct non-capitalized costs related to R&D andmaintenance costs, which amounted to €93,445 K.

(in thousands of €)Cross reference to the 2022 consolidated financial
statements

R&D

69,982

Section 1.6.6

Maintenance23 463

Not available for direct reading in the URD

TOTAL OPEX (DENOMINATOR)

93,445

Direct non-capitalized costs related to:

Amount

The ratio of taxonomy-eligible OPEX is €1,205 K, or 1% of OPEX. Given that activity 8.1 R&D has no taxonomy-aligned CAPEX,
there are no taxonomy-aligned OPEX.

142

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Statement of non-financial performance
Minimizing the environmental impacts of our activities

Aligned financial indicators
Aligned financial indicatorevaluation methodology

Specific criteria for substantial
contribution and DNSHs

This initial alignment analysis by Guerbet is likely to evolve inthe coming years with changes in the availability of data,
especially technical data and information from equipment
suppliers or service providers.

The substantial contribution and DNSH criteria used to analyze
alignment are summarized in the following table:

Method of analysis of the substantial contribution
criteria

CAPEX related to activities

Specific DNSH

Circular economy DNSH recognized
as satisfied in the EU (reusability,
recyclability, potential value)
6.5. Transport by motorbikes,
passenger cars and commercial
vehicles with respect to long-term
leasing of light vehicle fleets

Light electric or plug-in hybrid vehicles

7.3. Installation, maintenance, andrepair of energy efficiency equipment

Recognized as satisfied when the installation
presents an improvement in energy performancecompared with a previous installation (in theabsence of energy class data on the equipment inquestion)

Pollution DNSH analyzed for vehicles
meeting the substantial contribution
criteria (CO2 emissions/km, tirecategory)
The CAPEX eligible for this section andmeeting the substantial contribution
criteria are not covered by thepollution DNSH described for thisactivity for components, building
materials and thermal insulation, or
deemed satisfied in France/Europe.

7.5. Installation, maintenance andrepair of instruments and devices formeasuring, regulation, and controllingenergy performance of buildings
Always recognized as satisfied

No specific DNSH

7.6. Installation, maintenance andrepair of renewable energy
technologies

No specific DNSH

Always recognized as satisfied

Buildings leased, at the European level, with an A
or B DPE (energy performance assessment) and7.7. Acquisition and ownership ofbuildings, for positive changes in rights constructed before December 31, 2020, areof use for long-term real estate leases considered to meet the DPE A or top 15% criterion(and not for constructions on behalf of because, at the European level, the top 15%
the Group)
includes at least these two DPE levels.
No specific DNSH
Notation of the Data Center in the 2022 Code of
Conduct on Data Center Energy Efficiency orcompliance with CEN/CENELEC standard
CLC TR50600-99-1 “Data Center Facilities andInfrastructure - Part 99-1: Recommended Practices
for Energy Management.” These practices must be
verified by an independent third party and audited
at least every three years.
8.1. R&D in Artificial Intelligence andDigital Solutions in the category “8.
Information and communication”

The global warming potential (GWP) of
refrigerants used in the data center cooling systemdoes not exceed 675.

Circular economy DNSH: consideredsatisfied in France/Europe.
Aquatic and marine resources DNSH:
analysis of the risk of water quality
degradation and assessment ofenvironmental impacts, including
impacts on water

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Statement of non-financial performance
Minimizing the environmental impacts of our activities

Methodology for analyzing generic DNSHs andminimum safeguards
Adaptation DNSH
Guerbet verified that it meets the generic adaptation DNSH
criteria for all its eligible activities in accordance with Appendix
A of the Climate Change Mitigation annex.
The Group conducted an analysis of the exposure of its
activities to climate risks, including physical climate risks. This
analysis was deployed on the real estate assets identified asmaterial by the Group and including physical climate risks(temperature, drought, precipitation, natural disasters, etc.). For
more information, see paragraph 5.4.1.1 “Climate risks andopportunities.”
The Group later conducted a financial vulnerability assessmentof the main risks, including physical risks, to determine thesignificance of the risks. Climate risks are projected to 2030,
2040 and 2050 based on two scenarios: a low-emissions
scenario (1.5 °C) and a high-emissions scenario (4°C). In
connection with these analyses, Guerbet identified adaptation
solutions to reduce the main climate risks, including physicalrisks.
Minimum social safeguards
In accordance with the guiding principles of the minimum
safeguards described in article 4 of the Taxonomy Regulation,
economic activities must also respect minimum social
safeguards.
In terms of human rights, Guerbet relies on its management
systems, policies and tools, such as its ethics charter and its
secure whistleblowing platform (see section 5.5.1, “Humanrights”).

Guerbet does not have a specific mapping on human rights.
The Group plans to establish it in 2023 and, on the basis of
this analysis, will be able to define a specific human rights
policy to supplement the existing mechanisms.
Guerbet has identified a plan to improve its Minimum Social
Safeguards by 2024 and has not been convicted of any
human rights violations (3). Guerbet thus considers that it meetsthe criteria of minimum safeguards related to human rights.
Corruption
In the fight against corruption, Guerbet has policies andprocedures, including its ethics charter, its secure
whistleblowing platform, and the training of its employees (seesection 5.5.3 “Prevention of corruption and conflicts ofinterest”).
Competition law
Guerbet respects the rules of open, fair, and honest competition
wherever the Group operates and promotes it in its ethics
charter. As such, it prohibits any price fixing, protects its
customers and partners against unfair commercial practices,
and is committed to gathering relevant competitive intelligence.
Guerbet regularly trains its exposed employees in competition
law best practices (see section 5.5.4 “Compliance withcompetition law”).
Taxation
The risk of tax evasion has not been identified as a material
issue for the Group. The Guerbet group neither encourages nor
promotes tax evasion or operations in non-cooperative states
and territories, for itself, its subsidiaries or its customers.

Guerbet also relies on its responsible purchasing approach,especially its Supplier Code of Ethics (see 5.5.2, “Responsible
purchasing”).

(3)

144

Verified by consulting the National Contact Points and BHRRC databases.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Statement of non-financial performance
Minimizing the environmental impacts of our activities

Eligibility and alignment results for the 2022
fiscal year
The results of the Taxonomy indicators for the 2022 fiscal year
are summarized below. Detailed results using the regulatory
tables are presented on pages 146 to 151.

In 2022, eligible CAPEX totaled €15,477 K, or 23% of total
CAPEX. Aligned CAPEX amounted to €4,908 K, or 32% of
eligible investments and 8% of total CAPEX.

Amount

2022(in thousands of €)Eligible and aligned investments

4,908

Proportion of aligned investments to TOTAL CAPEX

8%

Proportion of aligned investments to eligible investments

32%

Eligible and non-aligned investments

10,569Eligible investments

15,477

Proportion of eligible investments

25 %Non-eligible investments

47,555TOTAL CAPEX (DENOMINATOR)

63 032

The aligned investments are mainly related to:• the use of electric and hybrid vehicles, encouraged by thepolicy concerning company vehicles (activity 6.5); at theend of 2022, 26% of company vehicles in France were
hybrid or electric;• the installation of equipment promoting decarbonization at
our industrial plants:• energy-efficient equipment associated with activity 7.3:
wall and roof insulation, replacement of windows withenergy-efficient windows, and highly efficient heating,ventilation and air conditioning equipment, including, forexample, the installation of a new boiler at the Dublin
plant,• instruments and devices for measuring, regulation andcontrolling energy performance of buildings related
to 7.5,• technologies related to renewable energies, such as heatexchangers.
Note that some decarbonization investments are notcounted in eligible investments;• the construction of an energy class B administration building
at one of our industrial plants (activity 7.7).

Conclusion and outlook

decarbonization objectives for 2032 or the investments madeby Guerbet to reduce the impact of its activities on the climate
as described in paragraph 5.4.1 “Climate issues.” Thelegislator does not consider that Guerbet’s activities make a
substantial contribution to the two climate objectives defined by
the Taxonomy, since the Regulation targeted the sectors ofactivity that emit the most greenhouse gases.
Regarding achievement of the other four environmental
objectives, the draft Complementary Delegated Act could
extend the list of eligible activities to Guerbet’s activities, suchas the manufacture of sustainable and circular electrical andelectronic equipment and its resale and/or remanufacture. The
manufacture of basic pharmaceutical products and basic
pharmaceutical preparations is currently no longer included in
the draft Complementary Delegated Act.
Guerbet will revise the methodology for calculating indicators
based on data and information from suppliers that willprobably be more readily available in the future and on thebasis of regulatory developments, in particular with the
publication of delegated acts that will extend the list of eligible
activities to the other four environmental objectives.
The Group is also considering the inclusion of criteria
contributing to alignment in these procedures, notably withregard to purchasing and internal reporting on investments.

The ratio of Taxonomy-eligible and Taxonomy-aligned CAPEX,
calculated in 2022, does not reflect Guerbet’s

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Minimizing the environmental impacts of our activities

Minimizing the environmental impacts of our activities

TAXONOMY ANNEX – TURNOVER
No Significant Harm criteria(DNSH – Do No Significant Harm)

Substantial contribution criteria

Economic activities (1)Code(s) (2)Totalrevenue (3)% of revenue Climate change Climate change(4)
mitigation (5) adaptation (6)Aquatic andmarineresources (7)Circulareconomy (8)Biodiversity
and ecosystems(10)
Pollution (9)Climate change
mitigation (11)Climate change
adaptation (12)Aquatic andmarineresources (13)Circulareconomy (14)Pollution (15)Biodiversity andecosystems (16)Share of
Share of
TaxonomyTaxonomyaligned aligned revenue,
Minimum revenue, year N
year N-1
safeguards (17)
(19)
(18)

(€K)

(%)

(%)

(%)

(%)

(%)

(%)

(%)

Yes/NoYes/NoYes/NoYes/NoYes/NoYes/NoYes/No

(%)

(%)

0

0%

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

0%

N/A

A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Taxonomy-aligned activities
Revenue from Taxonomyaligned activities (A.1.)

0

A.2. Taxonomy-eligible but Taxonomy non-aligned activities
Revenue from Taxonomyeligible but Taxonomy nonaligned activities (A.2.)

N/A

0

0%

TOTAL A (A.1. + A.2.)

N/A

0

0%

Revenue from Taxonomy noneligible activities (B)N/A

753,275

100%

TOTAL (A + B)

N/A

753,275

100%

B. TAXONOMY NON-ELIGIBLE ACTIVITIES146GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

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Statement of non-financial performance

Minimizing the environmental impacts of our activities

Minimizing the environmental impacts of our activities

TAXONOMY ANNEX – TURNOVER
No Significant Harm criteria(DNSH – Do No Significant Harm)

Substantial contribution criteria

Economic activities (1)Code(s) (2)Totalrevenue (3)% of revenue Climate change Climate change(4)
mitigation (5) adaptation (6)Aquatic andmarineresources (7)Circulareconomy (8)Biodiversity
and ecosystems(10)
Pollution (9)Climate change
mitigation (11)Climate change
adaptation (12)Aquatic andmarineresources (13)Circulareconomy (14)Pollution (15)Biodiversity andecosystems (16)Share of
Share of
TaxonomyTaxonomyaligned aligned revenue,
Minimum revenue, year N
year N-1
safeguards (17)
(19)
(18)

(€K)

(%)

(%)

(%)

(%)

(%)

(%)

(%)

Yes/NoYes/NoYes/NoYes/NoYes/NoYes/NoYes/No

(%)

(%)

0

0%

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

0%

N/A

A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Taxonomy-aligned activities
Revenue from Taxonomyaligned activities (A.1.)

0

A.2. Taxonomy-eligible but Taxonomy non-aligned activities
Revenue from Taxonomyeligible but Taxonomy nonaligned activities (A.2.)

N/A

0

0%

TOTAL A (A.1. + A.2.)

N/A

0

0%

Revenue from Taxonomy noneligible activities (B)N/A

753,275

100%

TOTAL (A + B)

N/A

753,275

100%

B. TAXONOMY NON-ELIGIBLE ACTIVITIES146GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

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Statement of non-financial performance

Statement of non-financial performance

Minimizing the environmental impacts of our activities

Minimizing the environmental impacts of our activities

TAXONOMY ANNEX – CAPEXClimate change
mitigation (11)Climate change
adaptation (12)Aquatic andmarineresources (13)Circulareconomy (14)Pollution (15)Biodiversity andecosystems (16)Minimum
safeguards (17)Share of
Taxonomyaligned capital
expenditures,year N(18)

No Significant Harm criteria(DNSH – Do No Significant Harm)

Substantial contribution criteria

Economic activities (1)Code(s) (2)Total capital
expenditures(3)% of capital
expenditures Climate change Climate change(4)
mitigation (5) adaptation (6)Aquatic andmarineresources (7)Circulareconomy (8)Biodiversity
and ecosystems(10)
Pollution (9)Share of
Taxonomyaligned capital
expenditures,year N-1
(19)

(€K)

(%)

(%)

(%)

(%)

(%)

(%)

(%)

Yes/NoYes/NoYes/NoYes/NoYes/NoYes/NoYes/No(%)(%)

A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Taxonomy-aligned activities
6.5 Transport by motorbikes,
passenger cars andcommercial vehicles

6.5

227

0.4%

100%

N/A

N/A

N/A

N/A

N/A

Yes

N/A

N/A

Yes

Yes

N/A

Yes

0.4 %

N/A

7.3 Installation, maintenanceand repair of energy
efficiency equipment

7.3

2166

3.4%

100%

N/A

N/A

N/A

N/A

N/A

Yes

N/A

N/A

N/A

Yes

N/A

Yes

3.4 %

N/A

7.5 Installation, maintenanceand repair of instruments anddevices for measuring,
regulation, and controllingenergy performance ofbuildings

7.5

70

0.1%

100%

N/A

N/A

N/A

N/A

N/A

Yes

N/A

N/A

N/A

N/A

N/A

Yes

0.1 %

N/A

7.6. Installation, maintenanceand repair of renewableenergy technologies

7.6

77

0.1%

100%

N/A

N/A

N/A

N/A

N/A

Yes

N/A

Yes

Yes

N/A

N/A

Yes

0.1 %

N/A

7.7 Acquisition andownership of buildings

7.7

2368

3.8%

100%

N/A

N/A

N/A

N/A

N/A

Yes

N/A

N/A

N/A

N/A

N/A

Yes

3.8 %

N/A

Capital expenditures for
Taxonomy-aligned activities(A.1.)

N/A

4908

0.4%

100%

N/A

N/A

N/A

N/A

N/A

Yes

N/A

N/A

N/A

N/A

N/A

Yes

0.4 %

N/A

A.2. Taxonomy-eligible but Taxonomy non-aligned activities
6.5 Transport by motorbikes,
passenger cars andcommercial vehicles

6.5

1,533

2.4%

7.3 Installation, maintenanceand repair of energy
efficiency equipment

7.3

45

0.1%

7.7 Acquisition andownership of buildings

7.7

8,192

13.0%

8.1. Data processing,hosting, and related activities

8.1

799

1.3%

Capital expenditures for
Taxonomy-eligible but
Taxonomy non-aligned
activities (A.2.)

N/A

10,56916.8%

TOTAL A (A.1. + A.2.)

N/A

15,477

24.6%

B. TAXONOMY NON-ELIGIBLE ACTIVITIES148

Capital expenditures for
Taxonomy non-eligible
activities (B)N/A47,55575.4%

TOTAL A + B

N/A

63,032100.0%GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

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Minimizing the environmental impacts of our activities

TAXONOMY ANNEX – CAPEXClimate change
mitigation (11)Climate change
adaptation (12)Aquatic andmarineresources (13)Circulareconomy (14)Pollution (15)Biodiversity andecosystems (16)Minimum
safeguards (17)Share of
Taxonomyaligned capital
expenditures,year N(18)

No Significant Harm criteria(DNSH – Do No Significant Harm)

Substantial contribution criteria

Economic activities (1)Code(s) (2)Total capital
expenditures(3)% of capital
expenditures Climate change Climate change(4)
mitigation (5) adaptation (6)Aquatic andmarineresources (7)Circulareconomy (8)Biodiversity
and ecosystems(10)
Pollution (9)Share of
Taxonomyaligned capital
expenditures,year N-1
(19)

(€K)

(%)

(%)

(%)

(%)

(%)

(%)

(%)

Yes/NoYes/NoYes/NoYes/NoYes/NoYes/NoYes/No(%)(%)

A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Taxonomy-aligned activities
6.5 Transport by motorbikes,
passenger cars andcommercial vehicles

6.5

227

0.4%

100%

N/A

N/A

N/A

N/A

N/A

Yes

N/A

N/A

Yes

Yes

N/A

Yes

0.4 %

N/A

7.3 Installation, maintenanceand repair of energy
efficiency equipment

7.3

2166

3.4%

100%

N/A

N/A

N/A

N/A

N/A

Yes

N/A

N/A

N/A

Yes

N/A

Yes

3.4 %

N/A

7.5 Installation, maintenanceand repair of instruments anddevices for measuring,
regulation, and controllingenergy performance ofbuildings

7.5

70

0.1%

100%

N/A

N/A

N/A

N/A

N/A

Yes

N/A

N/A

N/A

N/A

N/A

Yes

0.1 %

N/A

7.6. Installation, maintenanceand repair of renewableenergy technologies

7.6

77

0.1%

100%

N/A

N/A

N/A

N/A

N/A

Yes

N/A

Yes

Yes

N/A

N/A

Yes

0.1 %

N/A

7.7 Acquisition andownership of buildings

7.7

2368

3.8%

100%

N/A

N/A

N/A

N/A

N/A

Yes

N/A

N/A

N/A

N/A

N/A

Yes

3.8 %

N/A

Capital expenditures for
Taxonomy-aligned activities(A.1.)

N/A

4908

0.4%

100%

N/A

N/A

N/A

N/A

N/A

Yes

N/A

N/A

N/A

N/A

N/A

Yes

0.4 %

N/A

A.2. Taxonomy-eligible but Taxonomy non-aligned activities
6.5 Transport by motorbikes,
passenger cars andcommercial vehicles

6.5

1,533

2.4%

7.3 Installation, maintenanceand repair of energy
efficiency equipment

7.3

45

0.1%

7.7 Acquisition andownership of buildings

7.7

8,192

13.0%

8.1. Data processing,hosting, and related activities

8.1

799

1.3%

Capital expenditures for
Taxonomy-eligible but
Taxonomy non-aligned
activities (A.2.)

N/A

10,56916.8%

TOTAL A (A.1. + A.2.)

N/A

15,477

24.6%

B. TAXONOMY NON-ELIGIBLE ACTIVITIES148

Capital expenditures for
Taxonomy non-eligible
activities (B)N/A47,55575.4%

TOTAL A + B

N/A

63,032100.0%GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

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Minimizing the environmental impacts of our activities

TAXONOMY ANNEX – OPEXNo Significant Harm criteria(DNSH – Do No Significant Harm)
Climate change
mitigation (11)Climate change
adaptation (12)Aquatic andmarineresources (13)Circulareconomy (14)Pollution (15)Biodiversity andecosystems (16)Minimum
safeguards (17)Share of
Taxonomyaligned OPEX,
year N(18)

Substantial contribution criteria

Economic activities (1)Code(s) (2)Total operating
expenditures(3)% of operating
expenditures Climate change Climate change(4)
mitigation (5) adaptation (6)Aquatic andmarineresources (7)Circulareconomy (8)Biodiversity
and ecosystems(10)
Pollution (9)Share of
Taxonomyaligned OPEX,
year N-1
(19)

(€K)

(%)

(%)

(%)

(%)

(%)

(%)

(%)

Yes/NoYes/NoYes/NoYes/NoYes/NoYes/NoYes/No

(%)

(%)

0

0%

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

0%

N/A

1,205

2%

0

0%

1205

2%

A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Taxonomy-aligned activities
Operating expenditures for
Taxonomy-aligned activities(A.1.)
A.2. Taxonomy-eligible but Taxonomy non-aligned activities
8.1. Data processing,hosting, and related activities
Operating expenditures for
Taxonomy-eligible but
Taxonomy non-aligned
activities (A.2.)
TOTAL A (A.1. + A.2.)
B. TAXONOMY NON-ELIGIBLE ACTIVITIES

150

Operating expenditures for
Taxonomy non-eligible
activities (B)68,77798%

TOTAL (A + B)

69,982100%

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Statement of non-financial performance

Minimizing the environmental impacts of our activities

Minimizing the environmental impacts of our activities

TAXONOMY ANNEX – OPEXNo Significant Harm criteria(DNSH – Do No Significant Harm)
Climate change
mitigation (11)Climate change
adaptation (12)Aquatic andmarineresources (13)Circulareconomy (14)Pollution (15)Biodiversity andecosystems (16)Minimum
safeguards (17)Share of
Taxonomyaligned OPEX,
year N(18)

Substantial contribution criteria

Economic activities (1)Code(s) (2)Total operating
expenditures(3)% of operating
expenditures Climate change Climate change(4)
mitigation (5) adaptation (6)Aquatic andmarineresources (7)Circulareconomy (8)Biodiversity
and ecosystems(10)
Pollution (9)Share of
Taxonomyaligned OPEX,
year N-1
(19)

(€K)

(%)

(%)

(%)

(%)

(%)

(%)

(%)

Yes/NoYes/NoYes/NoYes/NoYes/NoYes/NoYes/No

(%)

(%)

0

0%

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

0%

N/A

1,205

2%

0

0%

1205

2%

A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Taxonomy-aligned activities
Operating expenditures for
Taxonomy-aligned activities(A.1.)
A.2. Taxonomy-eligible but Taxonomy non-aligned activities
8.1. Data processing,hosting, and related activities
Operating expenditures for
Taxonomy-eligible but
Taxonomy non-aligned
activities (A.2.)
TOTAL A (A.1. + A.2.)
B. TAXONOMY NON-ELIGIBLE ACTIVITIES

150

Operating expenditures for
Taxonomy non-eligible
activities (B)68,77798%

TOTAL (A + B)

69,982100%

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5.4.1.4

Action plan and results

In the interest of transparency, Guerbet has, in particular,
published for the fourth consecutive year information and data
concerning its climate strategy by replying to the climate
questionnaire of CDP, an international non-profit organization,
formerly known as the Carbon Disclosure Project, thatrecognizes the world’s most active companies in the fightagainst climate change. In 2022, Guerbet received a “B”
rating, on a scale from A to D, for its 2021 information anddata. This result reflects our level of consideration of climate
issues in 2021 and does not reflect the results and actions of2022. Guerbet is implementing actions to help limit climatechange in key emission areas (see details in section 5.4,
“Climate issues”):• HSE and CSR improvement approach with suppliers most atrisk;• sea transport preferred over air transport for shipping
finished products to our customers;• reduction in energy consumption in the industrial plants.

Theme

152

Objectives and key focuses for 2018–2023

CDP has the largest global database on the environmental
performance of cities and businesses. It encourages investors,
businesses and cities to take action to build a truly sustainableeconomy by measuring and understanding their impact on theenvironment. It provides investors with a view of environmental
data that are critical for measuring the sustainability ofinvestments by enabling them to analyze risks and opportunities
and corporate environmental strategies.
It provides investors with a view of environmental data that are
critical for measuring the sustainability of investments byenabling them to analyze risks and opportunities and corporate
environmental strategies.
For Guerbet, replying to this questionnaire not only helps
strengthen its reputation and shareholder confidence and attract
new investors, but can also improve the risks/opportunities
analysis approach and is a source of progress. This approachprovides enhanced preparation for regulatory changes,
improved risk awareness, long-term resilience, and a means ofbenchmarking.

Actions, progress and results in 2022

Consideration ofclimate issues

Identify risks and opportunities related • Implementation of the climate action plan.
to climate change.
• Further study to assess the physical and transitional risks andopportunities associated with climate change.
• B rating on the CDP Climate Change Questionnaire for 2021
actions and results (on a scale from A to D).

Challenge of
decarbonization

Defineandimplement
decarbonization strategy.

Closer look at supply
and climate• The air transport indicator is higher than in 2019, partly due
Objectives:• Improve the proportion of available
to the COVID-19 crisis and occasional disruptions.
products delivered on time.
• Ongoing stabilization of distribution-center structures.
• Reduction in the share of air transport. • Continued actions to improve the service rate of the industrial
plants, in particular through the deployment of new planning/
Priorities:• Improve the reliability of sales
scheduling software.
forecasts and:• Engagement in discussions with a logistics company to• make production more flexible bystrengthen the relationship and make mutual progress.
investing in new industrial tools;• strengthen the relationship withlogistics companies.

the • The relative GHG emissions on scopes 1 and 2 represent
34,789 metric tons of CO2 equivalent.
• Implementation of energy efficiency actions by the industrial
plants, detailed in paragraph 5.4.2, “Sustainable use ofresources”, a closer look at “Energy consumption”).
• Communicationofdecarbonization
objectives
andcommitment to the SBTi (dossier approved in March 2023);
objectives aligned with a “Well below 2°C” trajectory, i.e.
an absolute reduction between 2021 and 2032 of:• 27.5% on scopes 1 and 2;• 13.5% on scope 3.

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5.4.2

Sustainable use of resources

The Guerbet group aims for the optimal use of natural resources
through actions such as:• reduction of water and energy consumption;• optimization of raw materials used in manufacturing its
products;• process innovation.
These actions contribute to reducing our impact on the climate(e.g. reducing greenhouse gas emissions through energy
optimization) and strengthening our resilience to climatechange (e.g. optimizing water consumption).

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

Water consumption>-25% at the industrial plants between 2017 and 2023, in
relative terms, i.e. relative to production

The reduction of relative water consumption at our industrial
plants is a criterion used to calculate the variable compensationof employees receiving a variable compensation component.
In 2022, water consumption at our industrial plants was
973,494 m3, up 4% in relative terms and 6% in absolute terms
compared with 2021. Relative consumption was up 4% in
relative terms compared with 2017. This result is theconsequence of the commissioning of new equipment since2017, the manufacture of technical batches of gadopiclenol,
and technical incidents mainly at the Dublin plant. The increasein absolute terms is related to the increase in quantities
produced at the plants, the increase in volumes at the active
ingredient manufacturing plants, and the insourcing ofproduction at the pharmaceutical plants.

• production of water mapping and search for leaks at the
Dublin plant;• at Aulnay-sous-Bois, purchase of an osmosis unit to supply
the plant’s main boiler, the injection of better-quality water
limiting the amounts of water and gas consumed.
CHANGE IN WATER CONSUMPTION(reference year 2017)

The industrial plants implement programs to control water
consumption. Here are some illustrations of actions carried out
during the year:• at the Lanester plant:• performance of an audit, installation of meters withremote reading, formation of a working group, andlaunch of a study of water consumption;• continuation of the initiative to recycle process waterinternally as cooling water for the incinerator, an initiative
for which the plant won the 2021 Loire-Brittany wateraward, and continuation of the plant’s participation in
the working group led by the Morbihan Chamber ofCommerce and Industry, which involved carrying out
technical analyses, promoting good practices,
organizing thematic workshops, mapping wastewaterreuse potential, etc.;

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Energy consumption>-25% energy at the industrial plants between 2017 and 2023, in relative
terms, i.e. relative to production

The reduction of relative energy consumption at our industrial
plants is a criterion used to calculate the variable compensationof employees receiving a variable compensation component.
In 2022, energy consumption at our industrial plants was
185,009 MWh, down 4% in relative terms and down 2% in
absolute terms compared with 2021. The relative decrease
between 2021 and 2022 can be explained in particular by
the high level of production activity, which recoups fixed
consumption costs. This result is an improvement of 8% in
relative terms and 4% in absolute terms compared with 2017,
thanks to the actions implemented in recent years. Thisdecrease is lower than expected in 2018, in particularfollowing the commissioning of new equipment since 2017,
the manufacture of technical batches of Gadopiclenol, theincreased quantities produced at the active ingredient
manufacturing plants, and insourcing of production at thepharmaceutical plants.
The industrial plants deploy programs to manage energy
consumption in order to limit the environmental impact andoptimize production costs. The plants are working to improvethe energy performance of new equipment and in projects.
Actions are also carried out at the head office and by the sales
subsidiaries (e.g. low-consumption light fixtures). Here are someexamples of actions carried out during the year at the industrial
plants:• at Dublin:• installation of a new, more efficient boiler with an
expected reduction of nearly 10%,• work to optimize the internal solvent recycling facilities,
increasing the proportion of recycling and reducing
energy consumption (the plant has been recycling thetwo main solvents used in its processes for several years),• finalization of the leak repair program,• continued replacement of lighting with LEDs,• at Aulnay-sous-Bois:• purchase of an osmosis unit to supply the plant’s mainboiler, with the injection of better-quality water limiting
the amounts of water and gas,
• addition of steam meters,• commissioning of a condensate heat recovery system,• renovation of the air-handling unit ducts to limit heat loss,• at Rio, replacement of the boiler.
CHANGE IN ENERGY CONSUMPTION(reference year 2017)• definition and implementation of energy restraint plans;• at Lanester, a feasibility study underway as part of theplant’s decarbonization project, continuation of theconsumption mapping and analysis program, andmaintaining the recycling of a solvent with a high calorificvalue to replace gas on the incinerator, reducing the site’sgas consumption.
This project was given the LEEM (LesEntreprises du Médicament) CSR award
in the “environment” category in 2021;

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5.4.3

Innovation approach

A few years ago, the Group embarked on process innovation
through the use of solvents resulting from regeneration, theinternal recycling of iodine in processes, the recycling ofsolvents internally, and the replacement of solvents with others
that are less harmful to the environment.
These actions are led by the Group’s chemical industrial
development teams through monthly “Sustainable Development”
meetings. The guidelines are as follows:• new processes using water or solvents which limit theenvironmental impact;• new chemical processes eliminating hazardous materials;• new online analytical methods to detect problems at source;• new practices/lean engineering to prevent waste.
The recovery of iodine at the Lanester plant and Ioversol (active
ingredient) at the Dublin plant illustrates our sustainable
development and circular economy approach, since thisrecycling not only improves competitiveness and mitigates theenvironmental impact (preservation of the global iodine
resource, circular economy by recycling and reuse in the plant).

5.4.4

The Dublin plant has facilities for the recovery of two solvents.
Each year, the plant internally recycles approximately 96% of
the tonnage for these two solvents, representing more than 70%of the main solvents used to manufacture active ingredients.
Guerbet also has eco-designed packaging. Xenetix®, initiallycontained in vials, is also available in polypropylene bags
(Scanbag® by Xenetix®). This original packaging preserves theproperties of Xenetix® while making it simpler to use, enhancing
the safety of patients and medical staff and representing amajor step forward in waste management (decreased weightand volume). This packaging is one of Guerbet’s solutions tosustainable development challenges. It was also the subject ofan LCA (life cycle analysis) demonstrating its positive impact on
the environment compared with the vial format.

Preservation of biodiversity and control of emissions

The HSE policy reflects Guerbet’s commitment to minimizing theGroup’s environmental impact across all its activities, inparticular by optimizing the processes for treatment of effluents,
discharges in the water and air, and waste. The active
ingredient production plants (Dublin, Lanester, and Marans) are
the largest contributors.

5.4.4.1

Since 2020, the establishment at the Lanester plant of aprocess for separating a solvent with a high calorific value fromwastewater and then injecting it into the plant’s incinerator has
reduced the amount of gas used in the incinerator andincreased the proportion of recovered iodine. More than 200
metric tons of iodine is recycled internally at the plant, helping
to preserve the global resource.

Preservation of biodiversity

The Group is committed to preserving biodiversity. This
commitment is first and foremost reflected in the control ofdischarges from industrial plants, and in particular:• effluent optimization (see section 5.4.4.2);

Actions taken by Guerbet to limit its impact on climate change
and to ensure a more sustainable use of natural resources also
contribute to the preservation of biodiversity.
In addition, Guerbet’s industrial plants and the head office arecommitted to rational management of green spaces by, forexample, signing limited weed control contracts. For example,
the Marans and Lanester plants are pursuing eco-pastureinitiatives. The Dublin plant has selected an area on its green
spaces to plant wildflowers. Employee awareness-raising
activities were organized during the HSE day, and seeds ofnative species were distributed to staff. The Lyon and Marans
plants organized waste collection initiatives during sustainable
development weeks. The Lanester plant has beehives.

• waste management;• compliance with air emission standards.

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5.4.4.2

Effluent optimization

Effluent treatment process optimization programs are in place,in particular at the top three contributing plants:• at Dublin, the program to monitor and optimize thewastewater treatment plant is continuing, with, for example,
the installation of a new equalization tank and a project toincrease the capacity of the treatment station to allow theplant to treat its effluents internally in a context of increasing
volumes;• the Lanester plant prioritizes the in-house treatment ofeffluents, using biological treatment for biodegradable
effluents and incineration for non-biodegradable hazardous
liquid residues. In this context, the pretreatment of part of thewastewater by nanofiltration makes it possible to reduce theamount of effluents incinerated, reduce the amount of gas on
the incinerator, and increase the recycling of water throughthe reuse of effluents after treatment on the biological station.
In addition, an iodine recovery facility allows internal
recycling of this resource. More than 200 metric tons ofiodine is recycled at the plant and reused to preserve theglobal resource. In 2022, the plant continued to implement
on-line measurements of total hydrocarbons in its damage
basin. It also obtained regulatory approval to increase its
internal processing capacity for iodine by-products, which
will allow it to recover greater amounts of iodine;

lower than in previous years, which can be explained by,among other factors, the increase in external treatment at theLanester plant in the context of the plant’s increased capacity.
Waste sorting and recovery programs are also in place at thehead office and in some subsidiaries, e.g. in Prague.
The Dublin and Lanester plants have iodine recovery and reuse
facilities. The Dublin plant has solvent recovery facilities (seesection 5.4.3 “Innovation approach”). Approximately
200 metric tons of iodine is recycled internally at the Lanester
plant, making it possible to preserve the global resource andlimit the quantities of waste and effluents. The Dublin plant
performs in-house recycling of more than 70% of the main
solvents used in the manufacture of active ingredients.
In addition, with its eco-designed polypropylene bag
packaging (Scanbag® by Xenetix®), Guerbet limits the weightand volume of waste for its customers.
CHANGE IN AMOUNT OF WASTE TREATED EXTERNALLY*• in Marans, actions to optimize the operation of the effluent
treatment line are continuing.
The discharge thresholds of the Marans and Lanester plants
were defined in consultation with the local authorities on thebasis of receiving-environment acceptability studies. Thesestudies also improve knowledge of the environments into which
effluents are discharged and make it possible to measureenvironmental impacts in terms of ecotoxicity orbioaccumulation. They also help limit Guerbet’s impact on
biodiversity.

5.4.4.3

Waste management* The data from previous years were modified following corrections madeby a plant after annual reporting.

In addition to the actions in place, at the industrial plants andadministrative units and the sales subsidiaries, new initiatives
are being taken, including:• at Dublin: increased internal reuse of one of the solvents
recycled at the plant and replacement of drums with flexible
containers to limit waste;

In 2022, the total amount of waste generated by the Group’s
industrial plants and treated externally was 13,794 metric tons,
an increase of 66% in relative terms and 73% in absoluteterms (1) compared with 2017. This increase was mainly theconsequence of increased production volumes at Lanester,which requires greater outsourcing of waste treatment because
the plant currently does not have the technical capacity to treat
its waste using its own facilities.
All the industrial plants have waste optimization and recovery
programs either internally or externally. 40% of waste from theindustrial plants treated externally is recovered. This result is

(1)

156

• at Marans, work on the reclassification of an effluent toallow it to be resold and reused externally; this effluent hasgone from being considered waste to being a mixture witha positive environmental and economic impact;• reduction of paper consumption and associated waste
through gradual digitization of sales brochures, pay slips,
invoices, contracts, etc.;• initiatives at the plants to limit food waste (discussion with
subcontractors, putting up posters, etc.);• a clothing collection point set up at Aulnay.

The relative amount of waste is the amount of waste relative to production.

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Business ethics

Other discharges
The discharge standards applicable to the industrial plants, inparticular the active ingredient manufacturing plants in Lanester,Seveso, Marans, and Dublin, require numerous measurementsof parameters covering atmospheric emissions (volatile organic
compounds, nitrogen oxides, dust, etc.), liquid discharges, andsoil quality monitoring.

5.4.4.4

All these results are used for operational management of theplants, with alert thresholds that allow any fluctuations to be
detected and resolved. The results of this monitoring arereported to the local authorities for the Seveso plants, inperiodic reports or specific studies such as the solvent
management plan or annual environmental review.

Action plan and results

Theme

Objectives and key focuses for 2018–2023

Actions, progress and results in 2022

Water

• Objective of reducing relative water • Water consumption of 973,494 m3, up 4% in
relative terms and 6% in absolute terms from 2021.
consumption (a) by 25% by 2023.
Relative consumption was up 4% from 2017 and• Deployment of action plans to reduce
higher in absolute terms. This result is not as goodwater consumption in the industrial plants.
asexpected,
especiallyfollowingthecommissioning of new equipment since 2017, themanufacture of technical lots of gadopiclenol, andtechnical incidents at the Raleigh plant. The
increase in absolute terms is linked to the increasein quantities produced at the plants in a context ofinternationalization.

Energy• Objective of reducing relative energy • Energy consumption at the industrial plants was
consumption (a) by 25% by 2023.
185,009 MWh, down 4% in relative terms and• Deployment of action plans to reduce
down 2% in absolute terms compared with 2021.
energy consumption in the industrial
The relative decrease between 2021 and 2022
plants.
can be explained in particular by the high level ofproduction activity, which recoups the cost of the
fixed consumption. This result is an improvement of
8% in relative terms and 4% in absolute terms
compared with 2017, thanks to the actions
implemented in recent years. This decrease is lessthan
expected,
especiallyfollowingthecommissioning of new equipment since 2017, themanufacture of technical batches of Gadopiclenol,
and the increase in quantities produced at theplants in a context of internationalization.

(a) Relative consumption corresponds to consumption compared with production.

5.5

Business ethics

5.5.1

Human rights

The Guerbet group is committed to ensuring that its entities
comply with the fundamental conventions of the International
Labour Organization (ILO), namely:• recognition of freedom of association and collective
bargaining rights;• elimination of discrimination with regard to employment andoccupation;• elimination of forced or compulsory labor;• the effective abolition of child labor.
Guerbet must also ensure that human rights are respected in its
value chain. Guerbet incorporates human rights into its internalmanagement systems, policies and tools such as its ethics
charter, secure whistleblowing platform, and its Supplier Codeof Ethics. Guerbet only works with suppliers who respecthuman rights, labor laws, the environment and business ethics(see section 5.5.2 “Responsible purchasing”). Guerbet makes
patient safety a top priority and protects the rights of those whotake part in clinical trials. Collaborations between Guerbet andpatient organizations are established according to principles
that guarantee the transparency and ethics of thesecollaborations (see section 5.5.5 “Relations with local
authorities,” “Closer look at interaction with patientorganizations”).

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5.5.2

Responsible purchasing

5.5.2.1

Background and policy

Guerbet pursues a responsible purchasing policy that seeks tocultivate collaborative, balanced, and healthy relationships with
its suppliers. Guerbet asks its procurement employees to act inaccordance with an Ethical Purchasing Charter. The selection
criteria for our providers rely on open and fair competitive
bidding rules. Moreover, Guerbet only works with suppliers
who respect human rights, labor laws, the environment andbusiness ethics.
Guerbet has decided to promote its social and environmental
values to its suppliers and to ask them to do the same with theirown economic partners.
The selection of partners and suppliers has a major impact on
the quality and sustainability of products and services, and asignificant social and environmental impact. The Group
therefore attaches particular importance to choosing the rightsuppliers and the quality of the relations that it has with them.
In selecting suppliers, Guerbet verifies their financial soundness
and relies on open and fair competition to ensure efficiency,
based on the following rules:

It defines, highlights and recaps the key values and main rulesof conduct that must be put in place and respected by all those
involved in purchasing at Guerbet.
In addition, Guerbet has formalized a Code of Ethics(1) for its
suppliers. This Code aims to promote societal andenvironmental values among our suppliers, and defines theprinciples that they must obey. Since 2022, Guerbet has
included this code as an appendix to new contracts (or at least
equivalent guarantees). Guerbet continues its deployment withnew suppliers representing a risk (types of purchases andregions of origin). By 2023, all suppliers identified aspresenting an ESG (Environmental, Social and Governance)risk must also have signed the Supplier Code of Ethics orprovided at least equivalent guarantees.

• free access to calls for tenders;

In 2022, Guerbet strengthened the incorporation of CSR into
existing processes:• equal treatment of applicants;• Supplier Code of Ethics appended to new contracts;• transparent, traceable procedures;• in the supplier evaluation table, which will be the subject ofa pilot panel in 2023;• consideration of the total cost;• comparison of suppliers on the basis of uniform criteria.
Guerbet’s criteria include ethics, the environment, and thesocial component.
The purchasing policy also has a socially responsible
dimension in the form of practices based on integrity andhonesty. The Guerbet group is committed to working only with
suppliers who comply with international standards and socialand environmental laws and regulations. Therefore, suppliersmust not use forced labor, child labor or illegal workers under
any circumstances, and must also ensure safe and healthy
working conditions. Guerbet is committed to treating suppliers
respectfully in all circumstances.

(1)

158

Guerbet has established an Ethical Purchasing Charter for all
Group buyers. This Charter has three components: a reminderof the Group’s Ethics Charter, purchasing values, and rules of
behavior.

• in supplier performance reviews;• integration of the results of the analysis of the physicalclimate risks of its main suppliers into the internal tool for
rating the risks of its main suppliers;• continuation of the ongoing supplier risk assessment process
covering all criteria that can be assessed by the parties
involved, including an HSE component for suppliers
identified as potentially presenting the greatest ESG risk; thisprocess is part of the quality audits conducted;• anti-corruption communication
Corruption Day.

https://www.guerbet.com/media/iqwnzdmy/guerbet-code-of-ethics-english.pdf.

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Business ethics

The Supplier Code of Ethics is divided into 10 principles
around the following four aspects:
Human rights
1. Support and respect for the protection of internationallyproclaimed human rights.
2. No complicity in human rights violations.
Employment
3. Respect for workers’ rights, health and safety.
4. Elimination of all forms of forced or compulsory labor.
5. Effective abolition of child labor.
6. Elimination of discrimination with regard to employment andoccupation.

50% of the Group’s GHG emissions, as indicated in
section 5.4.1 “Climate issues.” In 2021, the Group updated
the analysis of the CSR/climate policies of its top 20
contributing raw materials suppliers. 80% of these suppliers
communicate their CSR and/or climate program externally.
More than 50% respond to the CDP and/or EcoVadis. Some
examples of these suppliers’ climate-related focuses andactions:• commitment to carbon neutrality and/or reduction of the
carbon footprint for 55% of these suppliers;• energy efficiency;• investment in low-carbon production technologies;• use of low-carbon or decarbonized energy;

Environment• transformation of activities;

7. Approach to environmental challenges.

• eco-design;

8. Development of initiatives to promote greater environmental
responsibility.

• recycling of products;

Business ethics• compensation mechanisms.

9. Fight against corruption in all its forms.

The Guerbet group is a signatory to the Responsible Supplier
Relations Charter.

10. Confidentiality.
The “conflict of interest” aspect for procurement is addressed in
section 5.5.3 “Prevention of corruption and conflicts ofinterest”.
With regard to the environment, Guerbet has found thatpurchased materials, goods and services account for more than

5.5.2.2• internal carbon tax;

2022 was also a peculiar year because of the COVID-19
crisis and the geopolitical situation. Tensions over energy andraw materials led us to rely more and more on the sharing ofvalues and established collaboration with suppliers. This has
allowed us to cope with any supply difficulties.

Action plan and results

Theme

Objectives and key focuses for 2018–2023

Actions, progress and results in 2022

Responsible
purchasing• Continue to deploy the Ethical Purchasing Charter for
employees involved in purchasing at Guerbet in addition to
the Group’s buyers who have already signed this Charter.
• Deploy the Supplier Code of Ethics with all new suppliers
representing an ESG risk (or at least equivalent guarantees).
• 100% of suppliers at risk identified as presenting a risk in
the ESG mapping are subject to a self-assessment
questionnaire, sign the Supplier Code of Ethics, or provide
at least equivalent guarantees and are audited.
• Pursue the climate commitment initiative with the major
greenhouse gas emitters among the Group’s raw material
suppliers.
• Anticipate the Conflict Minerals Regulation (a); Guerbet isindirectly concerned through the purchase of electronicequipment.
• Promote purchases from companies from priority districts ofthe city (“QPVs”) and local companies as well as the
supplier’s commitment to CSR.

• Design and validation of a training
module on the purchasing policy for
deployment in 2023 in the single training
management tool.
• Guerbet has included the Supplier Codeof Ethics as an appendix to new contracts
and has continued its deployment with
suppliers presenting ESG risks.
• Integration of the results of the analysis of
the physical climate risks of its main
suppliers into the internal tool for rating
the risks of its main suppliers.
• Continued deployment of the HSE
evaluation table for one of its suppliers.
• The impact of the Conflict Minerals
Regulation has been assessed and is notmaterial. Guerbet consumes rare earths.
In a context of geopolitical risk, we
decided on a first medium-term security
action.

(a) On January 1, 2021, a new law came into force across the EU: the Conflict Minerals Regulation. This regulation aims to help stem trade in four minerals — tin,tantalum, tungsten, and gold — which sometimes finance armed conflict or are mined using forced labor. The regulation requires EU companies in the supply chain
to ensure they import these minerals and metals from responsible and conflict-free sources only.

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5.5.3

Prevention of corruption and conflicts of interest

Guerbet’s ambition is to promote a strong culture of ethics andintegrity within the Group and its value chain in order toprevent and detect risks of corruption and influence peddling tosupport Guerbet’s sustainable and responsible growth.
As specified in the Group’s Ethics Charter, Guerbet does nottolerate any form of corruption or influence peddling. The trustof our stakeholders and our long-term success depend on it.
Vigilance is therefore essential for everyone, regardless ofhierarchical level or workplace, particularly in relations withcustomers, suppliers, prescribers, public officials, andintermediaries.
The Group’s Audit, Internal Control and ComplianceDepartment, which reports directly to the CEO, has establishedmeasures for preventing corruption and influence peddling inaccordance with the Sapin II law. The Internal Control andAnti-Corruption Department is responsible for deploying thesemeasures within the Group with the support of the regional or
local managers, who constitute a network of correspondents.

5.5.3.1

Corruption risk mapping

Guerbet has an anti-corruption policy as well as a policy for
managing conflicts of interest, revised in 2022, accompanied
by an individual questionnaire designed to identify situations
that could lead to conflicts of interest. This questionnaire is sent
to the Group’s managers and executives, who make up the
Global Leadership Team.

Training

Guerbet has developed a mapping of corruption and influencepeddling risk scenarios based on a methodology that combinesinternal and external data in accordance with therecommendations of the AFA (French anti-corruption agency).

An interactive e-learning module on the Group’s ethics charter
was deployed in 2022 in 13 languages. It provides a better
illustration of the themes addressed in the charter throughconcrete examples and scenarios.

Guerbet thus uses a risk-based approach to continuously
strengthen its internal controls with regard to specific identified
risks and implements additional action plans when necessary
with the managers of the functions in question to improve theprevention and detection of corruption risks.

The corruption prevention e-learning module implemented in2020 in French and English was redeployed this year.
Originally intended primarily for the Group’s top managers andexecutives, the module is now available in 12 languages andaccessible to a larger number of exposed employees
depending on their geographic region or function.

5.5.3.2

Preventive measures

Ethics Charter and policies
By distributing the Group’s ethics charter to all employees,
Guerbet renews its commitment to combat all forms ofcorruption, influence peddling, conflicts of interest, and any
practices that do not comply with the law or are not in keepingwith the integrity of its business affairs. The chapter “Acting withintegrity in conducting business” of this charter addresses thestandards of conduct expected in the prevention of conflicts ofinterest, representation of interests, compliance with competition
law, and responsible purchasing.

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The chapter “Respecting patients and healthcare players”
covers product information, interactions with healthcare
professionals, and interactions with patient organizations.
Interaction with players in healthcare is essential to achieving
Guerbet’s missions. These include exchanges of information on
the efficacy and safety of contrast media and medical devices,
through collaboration with these players for training in
diagnostic and interventional radiology practices, and researchand development programs. Long subject to these national andinternational regulatory requirements and strict internal rules, theGroup applies them to allow these relationships to be
maintained with integrity, fairness, and transparency inaccordance with national and international ethical standards.

Ad hoc awareness raising sessions have also been held for
exposed employees and all Group buyers and sales managers
as well as our commercial partners in certain sensitive
geographical regions.

Evaluation of third parties
Given its business activity and the analysis of corruption risks
through third parties, Guerbet has put in place a procedure toevaluate third parties with an initial focus on the evaluation of
its commercial partners such as distributors based onprioritization criteria such as country risk and the type of third
party. Commercial intermediaries are therefore subject to a
specific procedure under which they contractually commit tocomply with anti-corruption clauses.

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5.5.3.3

Whistleblowing

Guerbet encourages its employees to report any acts
inconsistent with its ethical principles, especially those that
could be considered as corruption, to their line manager or thedesignated officials or through a dedicated whistleblowing
platform. This secure whistleblowing platform is separate fromthe computing network and available to all Group employees.

5.5.3.4

It allows any whistleblowing issues reported anonymously orotherwise to be collected, recorded, and investigatedconfidentially. This whistleblowing system is included in theGroup’s ethics charter and is accessible to external
stakeholders. A report on the operation of the whistleblowing
system and the associated escalations was presented to the
Ethics Committee of the Board of Directors in 2022.

Action plans and results

Theme

Objectives and key focuses for 2018–2023

Actions, progress and results in 2022

Combating corruption andpreventing conflicts ofinterest• Updating the Group’s anti-corruption andconflict of interest policies and related
procedures.
• Reinforcing the control measures based on thecorruption risk mapping established within theGroup.
• Training and raising awareness: extendinganti-corruption awareness among employees
and providing periodic training for those whoare most at risk as well as external
stakeholders.
• Evaluating third parties: applying theprocedure for evaluating third parties to all of
the Group’s third parties on the basis of theidentified risks.
• Promoting the whistleblowing mechanism andencouraging its use within the Group.

• Anti-corruption communication for International
Anti-Corruption Day.
• Review of the conflict of interest policy andindividual questionnaire sent to the functions
concerned.
• A self-assessment campaign on governance,
including management of the fight against
corruption, leading to the identification ofpriority action plans to be implemented anddefinition of the continuous improvement
program.
• Continued deployment of the Group’s anticorruption training to the most exposed
functions/geographic regions, with more than375 people trained.
• Categorization of third parties.
• Reportonescalations
throughthewhistleblowing system presented to the Ethics
Committee. In 2022, 13 messages werereceived through our whistleblowing system.
• New e-learning module on the Group’s ethics
charter with specific questions on thewhistleblowing system. Video and internalinterviews on the system to encourage its use.

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Business ethics

5.5.4

Compliance with competition law

Guerbet respects the rules of open, fair, and honest competition
wherever the Group operates and promotes it in its ethics
charter. As such, it prohibits any price fixing, protects its
customers and partners against unfair commercial practices,
and is committed to gathering relevant competitive intelligence.
We compete fairly by promoting innovation and quality. The
price of our products and solutions is defined in an ethical,
objective, balanced, and reliable manner. We ensurecompliance with drug promotion rules.

Guerbet’s business strategy is based on market andenvironmental analyses conducted by our departments using
available public data.
In France, the promotion of drugs is governed by thecertification standards for information activities aimed at thepromotion of medicinal products through direct marketing or
sales prospecting, produced by the French national healthauthority (HAS). Independent certifying bodies ensure that thepromotion practices of drug companies comply with the 2014
Charter, which reinforces the quality and transparency of
medical examinations.

Action plan and results
Theme

Objectives and key focuses for 2018–2023

Compliance withcompetition law• Maintaining compliance with competition law • In 2022, the Group was subject to noby training exposed employees.
competition proceedings or complaints.
• Regular training in good practices in competition
law for exposed persons.

5.5.5

Relations with local authorities and communities

Guerbet attaches particular importance to the quality of its
communication with local and national authorities andundertakes to work with them in a transparent and responsible
way, especially through its Public Affairs Division. Guerbet
contributes to public debate by providing public institutions,legislators and policymakers with technical expertise at the
local, national and international levels. In France, in
accordance with the Act of December 9, 2016, ontransparency, the fight against corruption and themodernization of economic life (Sapin II), Guerbet is included
on the public register of lobbyists.
Guerbet is a member of various professional clusters andassociations, especially in France: LEEM, France Chimie, G5Santé, MedTech In France, French Healthcare, club ETI Île-deFrance, Medicen Paris Region, and others. Guerbet is also amember of trade associations in many other countries.
Guerbet develops research partnerships across all thecontinents, including the United States, Asia-Pacific and Europe(detailed in section 1.6.5 “Public-Private Partnerships”).

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Actions, progress and results in 2022

Guerbet also supports various organizations and associations.
The Group recently set up a skills sponsorship program, whichallows employees to volunteer for up to three days per year
during their working hours. The areas of engagement cover the
topics of diversity and inclusion, environment, health, and local
issues. Guerbet also encourages employee involvement throughpartnerships with local high schools and universities (seesection 5.2.2.2 “Closer look at the commitment of Guerbet
and its employees to meet societal challenges”).
Guerbet develops relationships locally to promote the economic
development of the regions in which it is established. Guerbet’s
industrial plants have close relationships with their local
ecosystem and maintain contact with public authorities on
issues such as the environment, employment and industrial
investments.
Guerbet is in regular contact with local authorities, particularly
at its Seveso plants (see section 5.3.1.2 “Safety of industrial
installations”). In Marans and Lanester, the Plant Monitoring
Committees, composed of five groups (state authorities, local
authorities, the operator, local inhabitants and environmental
associations and the operator’s employees), provide aframework for discussions and exchanges of information with aview to preventing environmental risks, monitoring the activity ofsafety-classified plants and promoting public information. In
Dublin, a commission meets each year, bringing together all
the neighbors of the industrial zone and the local authority.

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Business ethics

Guerbet is also a committed stakeholder in the regions in which
it operates. In 2022, Guerbet updated the economic study
conducted for the first time in 2018 that measured the national
and local impacts of Guerbet’s activity on the French economy

in terms of direct and indirect employment, investments that
contribute more than two-thirds to companies in France, andvalue added.

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

treatment, to better address patient needs. Only through open
and transparent dialog between patients and the company can
we ensure that the patient’s perspective becomes an integral
part of the way diagnostics, drugs and medical devices areresearched, developed and delivered to patients.

Closer look at interaction with patientorganizations
Patients are at the heart of what Guerbet does. The Group
interacts with patient organizations and patients themselves in atransparent and non-promotional manner. It works with them
ethically and legally.
By exchanging views and listening to patients’ experiences andthe challenges they face, we can shape the future of medical
research and disease management, from diagnosis to

Our partnerships with patient organizations help us to improve
our knowledge of patient pathologies and information on our
products and services available to patients and to optimize thecare they receive.
To ensure transparent, ethical relationships, the principles ofcollaboration between Guerbet, patient organizations, andpatients are defined in a dedicated corporate policy
established in 2020.

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Responsible use of laboratory animals in research

5.6

Responsible use of laboratory animals in research

In research and innovation, Guerbet’s work is focused on two
key medical imaging segments: Diagnostic Imaging – including
Magnetic Resonance Imaging (MRI), X-Ray Imaging, andImaging Solutions and Services (ISS) – and Interventional
Imaging.
Where the use of animals is imperative, studies are supervisedby professionals who are trained continually, and using
procedures in compliance with the regulations. Experiments are
conducted with a concern for preventing animal suffering as
much as possible. These precautions, which are an integral
part of our procedures, are applied throughout the life of theanimals, from accommodation to care, and all the way toscientific experimentation.
Since 1996, Guerbet has voluntarily committed to theinternational principles of the “3Rs” of Replacement, Reduction
and Refinement:• Replacement: give preference to other methods over animal
testing. Laboratory animals are used only when absolutely
necessary, i.e. when the objective of the study cannot be
achieved by other means, particularly in vitro testing;164• Reduction: use animal testing as little as possible in a
research study, bearing in mind that a representative panel
is necessary;• Refinement: improve the animals’ comfort and prevent
animal suffering by using appropriate analgesia andanesthesia methods.
In accordance with the regulations, Guerbet has an Ethics
Committee consisting of 10 members, including an
independent veterinarian. The Ethics Committee assesses eachresearch project requiring the use of an animal model andgives an opinion which is attached to any application for
project authorization submitted to the French Ministry of Higher
Education and Research. Guerbet also has an eight-member
animal welfare structure, including an independent veterinarian.
The animal welfare structure is responsible for advising theprofessionals on animal welfare issues and for auditing
practices and studies. Guerbet may need to subcontract
studies, and only works with companies applying the same
rules.
Wanting to offer innovative solutions for the future, Guerbet
ensures that such work complies with ethical rules and respects
animal welfare.

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Guerbet’s contribution to the Sustainable Development Goals

5.7

Guerbet’s contribution to the Sustainable Development Goals

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

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External recognition of Guerbet’s CSR performance

5.8

External recognition of Guerbet’s CSR performance

External awards
Guerbet was awarded the 2022 and2023 Socially Responsible label, out of
2,000 companies with offices in France
and more than 500 employees. Guerbet
wasranked
120th
out
of
the
250 companies awarded the label(gaining 27 places) and 9th in the healthand pharmaceutical category out of
22 companies awarded the label in thiscategory (gaining 3 places).

The ranking is based on an analysis by the Statista Institute of asample group of 2,000 companies with more than
500 employees, with offices in France and with a CSR orequivalent report. The analysis focused on three areas:
environmental, social, and governance. The Statista Institutealso conducted a complementary survey of 5,000 Frenchpeople on their perceptions of these companies.

External CSR results
Summary

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CSR data consolidation methodology

5.9

CSR data consolidation methodology

5.9.1

Scope and methods of consolidation

5.9.1.1

Quality data

• improving skills development
conducting annual reviews;

Scopethroughtrainingand• facilitating employee mobility;

Quality data are consolidated for the Group’s industrial plants.
Administrative and commercial units are excluded from thestatement of non-financial performance. However, initiatives arealso carried out and indicators are monitored at these units.

• facilitating talent management and managing succession
plans;• involving employees in their own development;• strengthening managers’ commitment regarding Human
Resources;

Methods of consolidation
Monthly quality data reporting is done through internalconsolidation files and analyzed quarterly.

• managing the recruitment process;The reporting period for the quality indicators for year N is
January 1 to December 31 of year N.

Particular attention is paid to data quality.

To ensure the uniformity and reliability of the quality indicators
monitored at all the industrial plants, Guerbet has established areference framework describing the definitions of the quality
indicators and the calculation methods.

• the MyHR training module has been deployed at all the
French plants;

5.9.1.2

HR data

Scope
HR data are consolidated for all Guerbet companies
worldwide, for all Group activities, from the moment they areincluded in the HR information systems:• MyHR, which is the global human resources information
system, including workforce monitoring;• Two training management tools (Learning Management
System, or “LMS”): the MyHR training module for all French
plants and Compliance Wire (a single “LMS” training
management tool). The harmonization of these tools is partof the HR road map for 2022.

Methods of consolidation
Consolidation is done using MyHR and Compliance Wire.
The MyHR tool has been rolled out across the entire Group
with the main objectives of:• centralizing data to significantly improve data quality/
reliability and HR reporting with a two-level system (global
and local) permitting integration/compliance with local
requirements. Most of the entities have switched to a global
payroll organization, facilitating accounting, control andpayment. This step enhances the management of HR data;• simplifying and aligning HR processes;• managing compensation campaigns.

In terms of scope:• compliance Wire has been gradually deployed since 2017
for the management of quality/safety/regulatory training,with the main objective of facilitating the overallmanagement of regulatory training. Data are recorded forthe following plants: Cincinnati, Dublin, Princeton, Raleighand St. Louis.
In terms of project timeline:• the number of employees for year N is reported at
December 31 of year N;• the reporting period for the training indicators for year N isfrom January 1 to December 31 of year N.

5.9.1.3

Health and safety data

Scope
Data on occupational injuries and diseases are consolidated
globally for all employees of Guerbet companies, for all theGroup’s businesses. The data currently exclude temporary
workers and subcontractors.

Methods of consolidation
To ensure the uniformity and reliability of the occupational
injury and disease indicators monitored across all its entities,
Guerbet has implemented a Group reporting procedure. This
document specifies the methodologies to be followed for thereporting of occupational injuries and diseases throughout theGroup: definitions, reporting deadlines, and calculation ofindicators.
Each month, Guerbet consolidates the number of incidents at
the Group level, the number of days lost, and the Total
Recordable Incident Rate (TRIR).
The TRIR is adjusted annually based on the number of staff at
December 31 of year N.
The injury frequency rate and severity rate are consolidated
annually.

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The reporting period for the safety indicators for year N is fromJanuary 1 to December 31 of year N.

5.9.1.4

Environmental data

Scope
Environmental data are consolidated for the Group’s mainindustrial and Research and Innovation (R&I) facilities.
Guerbet’s industrial plant in Lyon is excluded, as are theadministrative and sales units whose impact is not significant.
However, initiatives are also carried out in these units.
Greenhouse gas emissions are consolidated for scopes 1 and
2 for all Group entities.

5.9.2

Methods of consolidation
Environmental data
consolidation files.

reporting

is

done

throughinternal

The reporting period for the environmental indicators for year N
is from January 1 to December 31 of year N.
To ensure the uniformity and reliability of the environmental
indicators monitored at the eight main industrial and R&I
facilities, Guerbet has defined the various indicators,
conversion factors and emission factors.
Guerbet consolidates the energy, water and greenhouse gas
emissions indicators on energy sources on a monthly basis.
Guerbet consolidates indicators on externally treated waste on
an annual basis, distinguishing between recovered and nonrecovered waste.

Change in scope of consolidation

No acquisitions or divestments in 2022.

5.9.3

Methodological details and limitations

The HR, health, safety and environment indicators may have
limitations due to:• the lack of official HR definitions at the international level,
which can lead to disparities (e.g. types of employment
contracts);• changes in certain data (e.g. regulatory changes in thecalculation of the percentage of employees with disabilities
in France and updating of greenhouse gas emission factors).
Guerbet has therefore clarified themethodologies used for these indicators.

definitions

and• procedures for collecting and entering information;

5.9.4

Data responsibilities and controls

The HR and HSE teams at headquarters are responsible forconsolidating the data on the basis of the information provided
by the Group’s various entities.
The HSE indicators of the industrial plants are consolidated by
the HSE managers, who conduct an initial review of the data.

5.9.5

Quality indicators

5.9.5.1

Percentage “right the first time”

This is the number of operations on batches released (orcertified) without a deviation during the month relative to thetotal number of operations on batches released (or certified)during the month.

5.9.5.2

Consistency reviews are performed by the HR and HSE teams
at headquarters during consolidation. These controls include,for example, loopbacks, comparison with data for prior years,
and analysis of divergences deemed significant.

5.9.5.3

Performance of quality control
laboratories

This is the number of quality control analyses conducted per fulltime-equivalent employee.

Batch release cycle time

This is the number of days between the start of production andthe first release of the sub-batch or complete batch.

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5.9.6

Social indicators

5.9.6.1

Workforce

5.9.6.2

The workforce includes all employees who have a contract(open-ended or fixed-term) with a Guerbet company, including
apprentices and interns who have a contract with Guerbet.
Interns are counted if they have a contract with Guerbet. In
France, for example, they are excluded from reporting (intern
under an internship agreement). Employees are counted overthe entire calendar year (from January 1 to December 31 ofyear N).
It is the workforce as at December 31 of year N.
Change in methodology: since 2021, employees who have acontract ending on December 31 of year N are counted in theworkforce at December 31 of year N.
The workforce is expressed as a number of employees,
regardless of working time or starting date, in year N.

Breakdown of workforce by region
The regions are determined as follows:• France;• EMEA (Europe, Middle East and Africa – excluding France):
Austria, Belgium, the Czech Republic, Germany, Ireland,Israel, Italy, the Netherlands, Poland, Portugal, South Africa,
Spain, Switzerland, Turkey and the United Kingdom;• North America: United States;• LATAM (Latin America): Argentina, Brazil, Chile, Colombia,
Mexico and Panama;• Asia-Pacific: Australia, China, Hong Kong, India, Japan,
South Korea and Taiwan.

Diversity

Middle managers and executives
This category includes members of the Executive Committee aswell as positions of responsibility and impact on the Group’s
strategy, such as positions on the plant management
committee, the subsidiary management committee, and thecentral function management committee. Special attention is
given to this category, particularly in connection with anobjective of equal gender representation in senior management
positions.

Nationality
This indicator comes from MyHR data and has limitations
associated in particular with inputting this information into thetool.
Moreover, for employees having several nationalities, only one
is entered in the tool.

5.9.6.3

Training

Number of trained employees
The employees counted are those on permanent contracts or
fixed-term contracts, apprentices, and paid interns present
during the year. An employee who has participated in several
training courses is counted as a single trained employee. For
year N, the number of trained employees comes from thefollowing training tracking tools:• Compliance Wire, mainly for quality, safety and regulatory
training and for e-learning;• MyHR for other training (with the exception of Marans plantdata tracked separately).
The training courses counted are those conducted by a trainer
and/or in e-learning mode.
The reporting period for training indicators for year N is fromJanuary 1 to December 31 of year N. Training courses taking
place over several years are counted in the year when the
training is completed.

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5.9.7

Safety indicators

5.9.7.1

Recorded incidents

For the entire Group, Guerbet consolidates the number ofrecorded incidents according to the Group’s internal reporting
procedure, which keeps a record of injuries with lost time,
adapted work stations, or medical treatment.

5.9.7.2

Theoretical hours worked

This indicator is used to calculate the injury frequency andseverity rates.
The theoretical hours worked are calculated on the basis of theGroup’s average workforce over year N and the legal annual
working time in France (1,607 hours).
Calculation: workforce at December 31 of year N x
1,607 hours.

5.9.7.3

TRIR

Total Recordable Incident Rate for Guerbet employees(permanent contracts, fixed-term contracts, apprentices, interns).
This is the number of recorded incidents (according to theGroup’s internal procedure) in year N at the Group level per
100 employees.

5.9.7.4

Occupational injury frequency rate

This is the number of lost-time occupational injuries (according
to the Group’s internal procedure) in year N at the Group level
per million theoretical hours worked.
Calculation: number of lost-time occupational injuries in year N
x 1,000,000/theoretical hours worked.

5.9.7.5

Occupational injury severity rate

This is the number of days lost due to an occupational injury inyear N per 1,000 theoretical hours worked.
The days lost may relate to injuries that occurred in the current
year or during the previous year according to the Group’s
internal procedure.
This rate does not reflect the actual severity of injuries. For an
injury of identical severity, the number of days lost can varyconsiderably from one country to another depending on theculture, the regulations and the compensation system in place.
Moreover, any days lost in year N-1 are recorded according
to the Group’s internal procedure, within the limit of
365 consecutive days, which does not reflect the performanceof year N. Despite this, Guerbet has chosen to disclose theseverity rate for the sake of transparency.

This indicator has been rolled out across the whole Group.
Calculation: number of recordable incidents in year N x
100 / number of employees at year-end.
Guerbet monitors the change in the TRIR over the period
2017–2023 against the reduction target set for this period.

5.9.8

Environmental indicators

5.9.8.1

Water consumption

The reporting period for the water indicators for year N is fromJanuary 1 to December 31 of year N.
This is the consumption of public water only. Consumption ofwater recycled in-house is excluded (indicator consolidated
separately). Data from previous years have been adjusted toreflect the change in methodology.
The data are measured by the plants through water invoices or,
failing that, on the basis of meters with a verification of theirconsistency with the invoice.
The data are consolidated each month at the Group level inabsolute and relative terms.
The objective concerns the relative consumption of water, i.e.
compared with production quantities from January 1 to
December 31 of year N. Production quantities include theproduction of the chemical plants and the pharmaceuticalplants. The production of injectors is not counted.

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5.9.8.2

Energy consumption

Energy includes electricity, gas, and fuel oil used for production
or heating. Consumption of gas and fuel oil to operate forklifts
or to power backup generators is excluded.
The reporting period for the energy indicators for year N isfrom January 1 to December 31 of year N.
The data are measured by the plants through energy invoices
or, failing that, on the basis of meters with a verification of theirconsistency with the invoice.
Conversion factors have been established at the Group level
and are used automatically in the reporting files to ensure
consistency.
The data are consolidated each month at the Group level inabsolute and relative terms.
The objective concerns the relative energy consumption, i.e.
compared with production quantities from January 1 to
December 31 of year N. Production quantities include theproduction of the chemical plants and the pharmaceuticalplants. The production of injectors is not counted.

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5.9.8.3

Waste treated externally

The distinction between recovered and non-recovered waste is
the distinction made by the European regulations for European
Union member countries (Decision 2000/532/EC of May 3,2000) and the local regulations for other countries.

• reporting of fugitive emissions (refrigerant leaks) for year N.
Refrigerant emissions were obtained using two methods:
actual for all industrial plants and calculation on the basis offloor space for the other entities;• reporting of actual fuel oil and diesel consumption formobile equipment;

The reporting period for the waste indicators for year N is fromJanuary 1 to December 31 of year N. In other words, waste
for external treatment that left the plant between January 1 andDecember 31 of year N is recorded cumulatively in year N.
Waste on the plant awaiting removal by an external company
is excluded from this indicator.

• reporting of measured or calculated values for process
emissions.

When raw data are expressed in cubic meters, in the absenceof precise data, a density of 1 is assumed (1 cubic meter isequivalent to 1 metric ton).

Emissions resulting from energy consumption are calculatedusing emission factors mainly from ADEME, IEA, ECOINVENT
and the LEEM accounting framework. The emission factors used
to calculate greenhouse gas emissions were updated in 2023.
For electricity, we now use market-based emission factors, andemissions from prior years have been recalculated with theseemission factors to ensure consistency in the calculation
method. With regard to other emission factors, if theirfluctuations are attributable to exogenous changes, they will be
kept for prior years to take into account the exogenouschanges.

The data are recorded by the plants using waste tracking
records or local equivalents.
The data are consolidated once a year at the Group level inabsolute and relative terms (i.e. compared with production
quantities from January 1 to December 31 of year N).
Production quantities include the production of the chemicalplants and the pharmaceutical plants. The production of
injectors is not counted.

5.9.8.4

GHG emissions for scopes 1 and 2

The reporting period for GHG emissions for scopes 1 and 2 isfrom January 1 to December 31 of year N.
The data are counted on the basis of:• energy reporting: according to the actual consumption inyear N for industrial plants; on the basis of actual
consumption for the head office and calculation of the floor
space of the premises for the other entities;

Conversion factors (also called emission factors) are centralized
and updated at the Group level and are used automatically inthe reporting files to ensure consistency.

The data are consolidated each year at the Group level inabsolute and relative terms.
Guerbet’s medium- and long-term objective is to reduce
emissions in absolute terms. Guerbet also tracks its emissions inrelative terms, i.e. compared with production quantities fromJanuary 1 to December 31 of year N. Production quantities
include the production of the chemical plants and thepharmaceutical plants. The production of injectors is notcounted.

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

5.10

Report of one of the Statutory Auditors, appointed
as independent third party, on the verificationof 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.

172

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

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

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
et seq. 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).

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.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

173

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

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.
• 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)

174

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).

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

6
Financial statements
and related notes
6.1

Consolidated financial
statements and notes

176

6.1.1

Summary financial statements

176

6.1.2

Notes to the consolidated
financial statements

180

6.2

Statutory auditors’ report on the
consolidated financial
statements
219

6.3

Individual financial statements
and notes

224

6.3.1

Annual financial statements

224

6.3.2

Notes to the annual financial
statements

227

6.4

Statutory auditors’ report on theannual financial statements

245

6.5

Statutory auditors’ special reporton regulated agreements

250

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

175

Financial statements and related notes
Consolidated financial statements and notes

6.1

Consolidated financial statements and notes

6.1.1

Summary financial statements

6.1.1.1

Consolidated balance sheet

ASSETS (net values)(in thousands of €)Intangible assets
Tangible assets
Other non-current financial assets
Deferred taxes – Assets
Total Non-current assets
Inventories
Trade receivables
Assets held for saleNote

12/31/2022

12/31/2021

597,925

188,618

6

286,119274,046

1&7

29,27323,295

8

16,653429,970

19,419505,379

9272,496

201,952

10 & 1.1

121,238

118,775(a)10,300—

Other current financial assets

1 & 1.1

63,95559,000Cash and cash equivalents
Total Current assets

1 & 1.2

41,683509,673

115,728
495,454939,643

1,000,833

TOTAL ASSETSEQUITY & LIABILITIES (net values)
12/31/2022

12/31/2021

Capital12,641

12,641Other reserves

444,835

408,234

Net income(41,116)

32,637(36,790)379,570(48,420)
405,092

379,570405,092

2.1 & 2.2

278,431299,691

2

—

1,947

Note

(in thousands of €)Translation adjustment
Shareholders’ equity, Group share11of which Group shareNon-current financial liabilities
Other non-current financial liabilities
Deferred tax liabilities

8

9,872

15,246

Non-current provisions
Non-current liabilities

12

32,150320,453

41,988358,873

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—
239,620—
236,869

939,643

1,000,833

Other current liabilities
Current tax liabilities
Other short-term provisions

12

Liabilities associated with assets held for sale (a)Total Current liabilities
TOTAL EQUITY & LIABILITIES®

(a) Following the Group’s announcement in January 2023 of a strategic refocusing, concentrating efforts for activity II on Lipiodol and putting the catheter activities up
for sale, the non-current assets of Accurate Medical Therapeutics and Occlugel were considered “held for sale” pursuant to IFRS 5. These assets and liabilities wererecognized at fair value and classified at the bottom of the Group’s consolidated balance sheet. This results in net assets of €10.3 million.

176

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Financial statements and related notes
Consolidated financial statements and notes

6.1.1.2

Consolidated income statement(in thousands of €)Revenue

Note

2022

2021

4

753,275

732,071

8,001—

Usage fees
Other operating revenue

14

Purchases consumed and change in inventories

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
Current operating income

19

1,561
(18,160)

799
38,685

(455)

(591)

34

59

(3,239)(3,205)(3,243)(3,183)(3,634)(3,212)of which profit sharing
Income from cash and cash equivalents
Gross finance costs
Net finance costs

20

Currency gains/losses
Other financial income and expenses
Income tax expense
Consolidated net income

21of which Group share
Net earnings per share with €1 face value (in euros)
Diluted net earnings per share with €1 face value (in euros)

6.1.1.3

27(3,373)(3,316)(12,744)(41,116)

3,664
32,637(41,116)

32,637(3.25)

2.59(3.25)

2.58

Consolidated statement of comprehensive income
2022

2021

(41,116)

32,637

Actuarial gains and losses on IAS 19 obligations

11,286

1,521

Deferred tax on actuarial gains and losses on IAS 19 obligations(in thousands of €)Consolidated net income for the period
Income and expenses recognized directly in equity
Non-reclassifiable(3,069)(1,358)Actuarial gains and losses on IFRS 2 obligations

(399)

610

Deferred tax on actuarial gains and losses on IFRS 2 obligations

103

(158)

Hedging instruments

9,134

(751)

Change in translation adjustments
NET INCOME AND GAINS AND LOSSES RECOGNIZED DIRECTLY IN EQUITY

11,631(12,430)

12,137
44,637

Reclassifiable

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

177

Financial statements and related notes
Consolidated financial statements and notes

6.1.1.4

Consolidated statement of cash flows
2022

2021

Net income(41,116)

32,637

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

123,134

58,320(in thousands of €)Net provisions for liabilities
Change in fair value of hedging instruments
Costs of stock options and free shares
Income from sale of fixed assets and other adjustments
Cash flow after net finance costs and taxes
Net finance costs

382

8,316

(1,358)

443

(399)

610

2,273
82,916286
100,612

4,573

5,343

Tax expenses (including deferred taxes)
Cash flow before net finance costs and taxes

12,744
100,233(3,664)102,290

Taxes paid

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

4,578(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)Asset disposals

1,913

2,849

intangible assets

720

720

tangible assets

1,194

840

financial assets

—

1,289

(3,288)

Increase/(decrease) in amounts payable on fixed assets
NET CASH FLOWS FROM INVESTMENT ACTIVITIES (B)(55,398)

1,267(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)
NET CASH FLOW FROM FINANCING ACTIVITIES (C)(4,552)(48,546)(5,250)(41,283)

Effect of exchange rate changes (D)NET CHANGE IN CASH (A) + (B) + (C) + (D)(620)(74,122)68
22,515

STARTING CASH

115,556

93,042

ENDING CASH

41,433

115,556

2022

2021

Loan issues

Net cash(in thousands of €)Bank credit facilities
Cash and cash equivalents
TOTAL

178

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

(250)

(172)

41,68341,433

115,728
115,556

Financial statements and related notes
Consolidated financial statements and notes

6.1.1.5

Statement of changes in consolidated shareholders’ equity(in thousands of €)CapitalConsolidated
reserves

ResultChange intranslation
adjustments

Situation at 12/31/2020

12,603

397,461

18,240(60,551)

18,240(18,240)

Appropriation of 2020 result

Total

367,754—

Stock options
Dividend payments(8,814)2021 consolidated result(8,814)
32,637

Actuarial gains and losses

809

Translation adjustments
Capital increase
Other transactions
Situation at 12/31/2021

32,637809
12,13738

540

12,641—
408,236

32,63732,637(32,637)

Appropriation of 2021 result

12,137578(8)(48,422)(8)405,092—

Stock options
Dividend payments(10,733)

2022 consolidated result(10,733)(41,116)

Actuarial gains and losses

14,696

Translation adjustments
Capital increase
Other transactions
SITUATION AT 12/31/2022(41,116)

14,696
11,631—
12,641

11,631——444,835(41,116)GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

(36,792)—
379,570

179

Financial statements and related notes
Consolidated financial statements and notes

6.1.2

Notes to the consolidated financial statements

The figures presented in these notes are expressed in thousands of euros, unless otherwise indicated.

6.1.2.1a)Accounting policies

Basis of presentation and statement ofcompliance

The main accounting methods applied when preparing theconsolidated financial statements are described below. Unlessotherwise indicated, these methods were applied consistently toall of the periods presented.
In accordance with Regulation 1606/2002 enacted on
July 19, 2002, by the European Parliament and the European
Council, the consolidated financial statements of Guerbet havebeen established in accordance with IFRS (International
Financial Reporting Standards), as approved by the European
Union on the date the financial statements were prepared. The
IFRS as adopted by the European Union differ in some respects
from the IFRS published by the IASB. However, the Group has
ensured that the financial information for the periods presented
would not have been materially different if it had applied the
IFRS as published by the IASB.
International accounting standards include IFRS (International
Financial Reporting Standards), IAS (International AccountingStandards) and the following interpretations: SIC (Standing
Interpretations Committee) and IFRIC (International Financial
Reporting Interpretations Committee).
The IFRS adopted by the European Union as of December 31,
2022, are available in the IAS/IFRS Interpretations andStandards
sectiononthe
following
website:https://www.efrag.org/Endorsement.

b)

Principal mandatory standards, amendments
and interpretations applicable beginning
January 1, 2022

The amendments to IFRS 3, “Updating a Reference to theConceptual Framework”, IAS 16, “Proceeds Before IntendedUse”, IAS 37, “Onerous Contracts – Costs of Fulfilling aContract”, and the “Annual Improvement of IFRS, 2018–2020
Cycle” amendments are applicable for fiscal years beginningon or after January 1, 2022. The Guerbet group has not been
affected by the coming into force of these amendments.

b bis) Principal standards, amendments andinterpretations published by the IASB not yet
mandatory in the European Union as ofJanuary 1, 2022
The Group has not opted for the early adoption of any
standards, amendments, or interpretations that were notmandatory as of January 1, 2022.

180

c)

Estimates and judgments

To establish financial statements in accordance with IFRS
standards, the Group makes estimates and assumptions that
impact the book value of items in the assets and liabilities,
income and expenses, and the information given in certain
related notes.
Management evaluates these estimates and assessments
continually based on past experience and on various otherfactors judged to be reasonable, which constitute the basis forthese assessments.
The main significant estimates made by the GroupManagement concern the valuation of goodwill and intangible
assets with an indefinite life, impairment of inventory,
provisions, legal disputes with third parties, and deferred taxes.

c bis) Impact of climate change issues
on the financial statements
In preparing the consolidated financial statements, the Groupconsidered the impact of climate change, particularly in thecontext of the disclosures required in the statement of nonfinancial performance of the Universal Registration Document.
This consideration had no material impact on the judgments
and estimates made by the Group, in line with the analysis
indicating that climate change would not have a major effecton the Group’s medium-term viability.

d)Consolidation method

Subsidiaries are consolidated according to the control
exercised by the parent company. Guerbet consolidates asfollows:• through the full-consolidation method, for companies inwhich the parent company exercises exclusive control
directly or indirectly;• through the equity method, for companies in which theGroup exercises significant influence directly or indirectly,
without providing management.
All inter-company transactions are eliminated.

e)Business combinations

Business combinations are recognized using the acquisition
method. The assets acquired and the liabilities assumed arerecognized at their fair value at the acquisition date.
The residual difference between the acquisition cost and thepurchaser’s share of the net assets measured at their fair value
is recognized as goodwill.
If this difference is positive, it is recognized as an asset ingoodwill. If it is negative, it is immediately recognized asincome.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Financial statements and related notes
Consolidated financial statements and notesf) Translation methods
Recognition of foreign currency transactionsin the accounts of consolidated companies
Transactions denominated in foreign currencies are converted
by subsidiaries into their working currencies at the rateapplying on the day of the transaction.
Monetary items on the balance sheet and the cash flow
statement are restated at their closing exchange value at theend of the year. Gains or losses resulting from this valuation arerecognized on the income statement in “Other financial income
and expenses.”Non-monetary items on the balance sheet measured athistorical cost are translated using the exchange rate applying
at the date of the transaction.
Income from currency option trading is recognized at the option
strike date to the extent that the options hedge commercial
operations after the end of the year. The premium paid isrecognized as an asset on the balance sheet until the option
expires.

Currency translation of statements of foreignsubsidiaries outside the euro zone
Shareholders’ equity is converted at historic rates. Other itemson the balance sheet are converted at the official year-end
exchange rates, and items on the income statement at the
average exchange rate for the year. The difference resulting
from the use of these different rates is entered in shareholders’equity under “Translation adjustments.”
Special case: conversion of accounts of foreign subsidiaries
with a hyperinflationary functional currency
Based on monitoring by the International Practices Task Force(IPTF), Argentina is identified as a hyperinflationary country withan estimated cumulative projection of inflation rates over the
next three years exceeding 100%.
IAS 29 “Financial Reporting in Hyperinflationary Economies”
applies to the financial statements of Guerbet Argentina, abranch of Guerbet Argentina Ltd. (UK), a wholly owned
subsidiary of Guerbet Laboratories Ltd. (UK). Guerbet
Argentina’s financial statements are translated into euros for the
purposes of the Group’s consolidated financial statements.
Under IAS 21.42B, restatements to be made to non-monetary
assets/liabilities as defined in IAS 29.8 apply only to financial
statements produced starting from the date on which thecurrency is identified as hyperinflationary, i.e. consolidated
financial statements closed on December 31, 2019. Guerbet
Argentina’s total of non-monetary assets and liabilities is not
significant December 31, 2022. The impact of hyperinflation
on monetary items does not affect the interpretation of theGroup’s financial statements. No specific restatement wastherefore made.

g)

Intangible assets

Intangible assets are recognized at their acquisition cost or atfair value in the case of a business combination. Trademarks
recognized in the assets of the balance sheet relate only toacquired brands that are supported by promotional spending.
Intangible assets are amortized over their useful life. The usefullife is the period during which an entity expects to use an asset,
or the number of production units or similar units that the entity
expects to obtain from the asset. This period is determined on acase-by-case basis according to the nature and characteristicsof the items included under this heading.
In general:• brands are not amortized but undergo an annual impairment
test;• acquired patents and technologies are amortized on astraight-line basis for periods not exceeding their duration ofprotection;• computer software is amortized over a 3- to 10-year periodusing the straight-line method.

h)Research and Development costs

Costs incurred during the research phase are recognized as
expenses. Costs incurred during the development phase arerecognized as intangible assets only if all of the following
criteria can be demonstrated:• the technical feasibility necessary to complete the intangible
asset for commissioning or sale;• the intention to complete the intangible asset and use or
sell it;• the ability to use or sell the intangible asset;• how the intangible asset will generate likely future economic
benefits;• the availability of appropriate technical, financial, and otherresources to complete the development and use or sell theintangible asset; and• the ability to reliably measure the expenditures attributable tothe intangible asset during its development.
Because of the risks and uncertainties involved in regulatory
authorizations, the Group considers that contrast media costs
incurred before obtaining Marketing Authorization (AMM) do
not meet the above criteria. These internal development costs
are therefore recorded as expenses in the year in which they
are incurred. Furthermore, costs incurred after obtaining the MA
are generally sales costs that cannot be capitalized. Under Post
Marketing Requirements (PMR) in the United States, additional
studies may be requested after an authorization is obtained. Inthat case, the costs associated with those studies meet thecriteria for recognition as fixed assets (see Note 5 for details).
Research tax credits are recognized as “Other operating
income and expenses” on the income statement (cf. Note 19,“Other operating income and expenses”).

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

181

Financial statements and related notes
Consolidated financial statements and notesi)

Tangible assets

Impairment tests – methods adopted by the Group

Tangible assets are recorded at their historical purchase or
production cost. Exceptionally, using the option available under
IFRS 1 in the initial IFRS version adopted, the Villepinte plant
was recognized at its fair value at January 1, 2004.

Impairment tests involve comparing the net book value of theasset or the cash-generating unit with its recoverable value,
which is the higher of either its fair value minus the cost of sale,or its value in use.

Costs that can be allocated directly and that are necessary forthe start-up of investments, from engineering drafts (summaryand detailed) through to costs for validation and qualification offacilities, are capitalized.

For goodwill and intangible assets with indefinite useful lives,
the Group determines the recoverable value of cash-generating
units or groups of cash-generating units according to their value
in use, which is based on discounting of the relevant estimatedfuture cash flows. These cash flows are based on short- andmedium-term forecasts prepared by the Group’s management.
The estimated cash flows are discounted using the weighted
average cost of capital determined for each cash-generating
unit or groups of cash-generating units. For each cashgenerating unit or groups of cash-generating units, animpairment loss is recorded on a separate line on the income
statement for the difference. Any identified impairment loss on a
cash-generating unit or groups of cash-generating units isallocated primarily to goodwill. Impairment losses recognized
for goodwill are non-reversible. The key methods andassumptions used in the asset impairment tests performed for theyear ended December 31, 2022, are presented for intangible
assets with indefinite useful lives and goodwill in Note 5.3.

Borrowing costs are included in the value of fixed assets forstrategic investment projects that extend over several months ofproduction and that began after January 1, 2009.
Equipment subsidies received are not deducted from the valueof the fixed assets but are presented at their amortized value asdeferred income. Depreciation is calculated on a straight-line
basis according to the useful lifespan of assets on the basis of
their purchase or production cost, possibly restated, less any
residual value where applicable. Depreciation periods arecalculated according to useful lives that are generally
established within the following limits:• Buildings: 20 to 50 years;• Improvements, fittings: 10 to 20 years;• Plant, machinery and equipment: 5 to 10 years;k)• Other tangible assets: 5 to 10 years.

In accordance with IFRS 16 in force since January 1, 2019,
for all leases other than short-term leases (one year or less) orleases for low-value assets (value less than USD 5 K), a right ofuse is recognized in assets for the same amount as the futurelease liability, adjusted, where applicable, for advancepayments or provisioned amounts for rent payable.

j) Impairment of fixed assets
Nature of tested assets
Goodwill and intangible assets with an indefinite useful life
Goodwill and intangible assets with an indefinite useful life aresubject to an impairment test in accordance with the provisionsof IAS 36 “Impairment of Assets” at least once each year or
more frequently if there is evidence of impairment. The
evidence of impairment may be related in particular to thesuccess of successive phases of clinical development, drug
safety monitoring, patent protection, the arrival of competingproducts and/or generics, or actual revenue generated
compared with the projections.
Other fixed assets
Other fixed assets, including tangible and financial assets, arealso subject to an individual impairment test whenever events orchanges in circumstances indicate that book value may not berecoverable. In addition, all tangible assets as well as current
assets included in the definition of working capital requirements
are tested each year in the cash-generating units as an itemthat cannot generate cash inflows highly independent of theother groups of assets attached to said cash-generating units.

Lease agreements

On the income statement, an amortization expense for the rightof use of the asset and an interest expense relating to the leaseliability (financial expense) are recognized.
Rents relating to short-term or low-value leases are recognized
as expenses on the income statement.

l)Financial assets

Financial assets dating from before 2018 are recognized andmeasured by the Group in accordance with the former IAS 39
from the date of transition to IFRS (IFRS 1 option); the new
IFRS 9 did not have a significant impact on the Group.
Since January 1, 2018, all new financial assets, excluding
cash and derivative instruments, are classified in one of thefollowing three accounting categories:• amortized cost (e.g. loans and receivables);• fair value in consideration of other comprehensive income(OCI) (there are two types of assets at fair value through
OCI: debt securities, which give rise to impairment andrecycling, and equities, which do not give rise to impairment
or recycling);• fair value through profit or loss.

182

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Financial statements and related notes
Consolidated financial statements and notes

The classification of financial assets is determined on initialrecognition based on the management model of how theGroup manages its financial assets to generate cash flow andcreate value. IFRS 9 identifies three types of business models:and a borrowing is recognized in liabilities for the amount offinancing provided by the entity.

• hold to collect;

An asset or a group of assets and liabilities is held for salewhen its accounting value will be primarily recovered throughsale and not through continuous use. For this to be the case,the sale must be highly probable. For the sale to be highly
probable, a sales plan for the asset (or for the group to besold) must have been initiated by an appropriate level ofmanagement, and an active program to find a buyer andfinalize the plan must have been initiated.

• hold to collect and sell;• other.
Financial assets are measured at each close. In accordancewith IFRS 9, the recognition of impairment of financial assets isbased on expected credit losses. This model applies to assets
measured at amortized cost or financial assets meeting the SPPI(Solely Payments of Principal and Interest) criteria and measured
at fair value through OCI, except for equities for which there is
no impairment.
For establishing factoring contracts, disposals of receivables
are analyzed according to the three main criteria forderecognition of financial assets according to IFRS 9:• expiration (IFRS 9.3.2 3a) or transfer (IFRS 9.3.2 4a) ofcontractual rights to cash flows from the asset;• transfer of substantially all the risks and rewards ofownership of the asset (IFRS 9.3.2 6a);• transfer of control of the financial asset (IFRS 9.3.2 6c).
These criteria are assessed successively according to thevarious analysis steps of the IFRS 9 decision tree.

m) Inventories
Inventories of raw materials and other supplies are measured,
like finished products and products in progress, at the standard
price. At the end of the period, differences between thestandard costs and the actual manufacturing costs are analyzed
for possible capitalization. Inventories of products in progress
and finished products are measured at cost including direct
and indirect production costs, and excluding administrative,
financial and sales costs (IAS 2 “Net Realizable Value”). An
impairment provision is created according to inventory turnoverrates, use-by dates, and any quality problems.
The sub-activity is excluded from the valuation of inventories.

n)Trade receivables

Trade receivables are assessed at nominal value. They are
written down, where appropriate, according to the credit risk
assessed on a case-by-case basis in accordance with IFRS 9
and on the basis of expected credit losses.
Debt securitization consists of selling trade receivables to anentity funding the acquisition of these receivables by issuing
securities on capital markets. If guarantees granted to that entity
mean that real risk cannot be considered as having beentransferred to the transferee, the receivables are kept as assets,o)p)Assets held for sale

Cash and cash equivalents

This item comprises liquid assets in bank current accounts.
Short-term investments and deposits that can be liquidated orsold and whose duration is less than three months are classified
as cash equivalents if they are easily convertible into cash andare exposed to a limited risk of change in value. Short-term
investments are reported at fair value on the income statement.

q)

Provisions

Provisions correspond to liabilities meeting the following
criteria:• the amount or the maturity date is not set precisely;• the economic impact is negative for the Group. This liability
is therefore analyzed as an obligation of the Group to athird party, which will probably or certainly lead to an
outflow of resources to that third party.

r)

Obligations to employees

The Group participates in defined-contribution and definedbenefit plans according to the laws and customs of thecountries where the Group operates. Measurement of definedbenefit pension plan obligations is in compliance with therevised IAS 19 standard. The costs of benefits are estimatedusing the projected unit credit method. This consists of basing
the calculation on the compensation that will be paid to
employees, taking into account age structure, staff turnoverrate, and survival rate using official tables by age group. The
amounts obtained are adjusted according to inflation andpromotion scenarios and are discounted to take into accountthe date on which these benefits will actually be paid. Whenactuarial assumptions are reviewed, any resulting actuarial
gains and losses are carried over into shareholders’ equity.
These valuations are made once a year, for all pension plans.
Benefit entitlements are allocated on a straight-line basis fromthe date on which each year of service is counted toward
vesting of the benefit entitlement, i.e. the date before which theemployee’s service affects neither the amount nor the timing of
the benefits.

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183

Financial statements and related notes
Consolidated financial statements and notess)

Derivativesw) Share-based payments

The Group trades in derivative financial instruments in order tomanage and reduce its exposure to risks of fluctuation ofinterest rates and exchange rates. These instruments are tradedwith leading financial institutions.
The implementation of hedge accounting requires showing anddocumenting the effectiveness of the hedging relationshipduring its implementation and throughout its life (IFRS 9.6.4.1).
The effectiveness of the hedge from an accounting perspective
is verified by the hedge ratio between the hedged item and thehedging instrument. This ratio must be appropriate, i.e. there is
no imbalance between the weights of the hedged item and thehedging instrument.
Derivatives are recognized on the balance sheet at their market
value, known as fair value, on the closing date. This isdetermined both by financial institutions and by an independentcompany.
Changes in the fair value of these derivatives are recognizedaccording to the following principles:• for documented future cash flow hedges, changes in fairvalue are recognized in “Other Comprehensive
Income” (OCI) for the effective portion. The ineffective
portion is recognized in income;• for documented fair value hedge instruments, and nondocumented instruments, changes in fair value are recordedon the income statement.

t)Financial liabilities

Borrowings are initially recognized at fair value. They are thenmeasured at their amortized cost using the effective interest rate
method, which consists of reporting on the income statement,over the lifetime of the borrowings, any difference between theloan proceeds net of transaction costs and the repayment
value. Borrowings are considered to be current liabilities,
except if the Group has an unconditional right to defer
repayment of the liability for more than 12 months after closing.

u)Free shares: the Group applies IFRS 2 for employee free shareplans. The fair value of the shares is recognized in staff costs
extending over the duration of the vesting period, with areverse entry under shareholders’ equity.

x)

Government grants

Income tax

Income tax expense corresponds to the tax due for eachconsolidated fiscal entity, adjusted for deferred taxes. Deferredtaxes are calculated on all the temporary differences between
the tax base and the consolidated base of assets and liabilities,
in accordance with a balance-sheet-based approach, withvariable deferrals applied and based on reliable repayment
scheduling. The tax rate and fiscal rules used are those set out
in the tax legislation in force and applicable when thetransactions in question are completed. Deferred taxes on tax
losses will be recognized if they are recoverable in the near
future. Deferred taxes, whether assets or liabilities, are offset
against one another at the level of each fiscal entity and are
carried over in their net amount to liabilities or assets. In
France, Guerbet S.A., Guerbet France, Medex, and Simafex
are consolidated for tax purposes in accordance with
Article 223-A of the French general tax code.
In the United States, Guerbet America, Liebel-Flarsheim
Company LLC, Guerbet LLC, Guerbet Caribbean Inc. andLiebel-Flarsheim Ireland Inc. are consolidated for tax purposes.
The Group does not classify the CVAE (business value-added
contribution) as income tax and presents it under “Taxes andduties” on the income statement.

y)Revenue

In accordance with IFRS 15, revenue is recognized when aperformance obligation is satisfied, i.e. when the customer
obtains control of the good or service (IFRS 15.31 andIFRS 15.32).

v)

Stock options: share-based payments relate to option plans
granted to employees. The Group applies IFRS 2 for shareoptions granted after November 7, 2002. The binomial modelis used to measure the fair value of the options granted. The
fair value of the options is recognized in staff costs extending
over the time the options are unavailable, with a reverse entry
under shareholders’ equity.

Earnings per share

Earnings per share are calculated by dividing net income by
the average number of outstanding shares during the year.
Diluted net earnings per share are calculated based on all theshares that could potentially be created and any savings, net oftaxes, resulting from converting these instruments giving
deferred access to the share capital. At the end of the year, thepotential shares were made up entirely of stock options.

Investment subsidies are not recorded as a reduction in thepurchasing cost of fixed assets but instead under deferredincome. Their amount is recognized in other operating income
at the same rate as for the depreciation of subsidized fixed
assets. Innovation and employment grants received arerecorded under “Other operating income” in the period inwhich they become definitively earned.

184

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Financial statements and related notes
Consolidated financial statements and notesz)

Cash flow

Cash flow after net finance costs and taxes is calculated byadding:• net income;• income and expenses recognized directly in shareholders’equity;• calculated expenses (amortization, depreciation,
provisions, etc.), minus calculated expense reversals;and• income from the sale of fixed assets and non-current
financial assets;
by subtracting:• the portion of investment subsidies recognized on theincome statement.

6.1.2.2

Major events during 2022

FDA approval for Elucirem™
In September 2022, Guerbet obtained approval from the US
Food and Drug Administration (FDA) for the market release of
Elucirem™ (gadopiclenol), a gadolinium-based macrocyclic
contrast agent (GBCA), for use in contrast-enhanced magnetic
resonance imaging (MRI).
The dossier has also been submitted to the European
Medicines Agency and is currently under review.

Strategic refocusing and end of partnership with
Merative (formerly IBM Watson Health)
In October 2022, Merative (formerly IBM Watson Health)unilaterally and immediately terminated its collaboration with
Guerbet. In particular, the negotiation that followed allowed
Guerbet to regain full ownership of assets developed by thepartnership such as application software source codes andalgorithms. In connection with this termination, Guerbet
received a settlement payment of €4 million recognized on theincome statement under “Other operating income”.
In January 2023, the Group announced the strategic
refocusing of its resources on Diagnostic Imaging to manage
the launch of Elucirem™, focus its efforts in Interventional
Imaging on Lipiodol®, put microcatheter and Occlugel activities
up for sale, and establish a new partnership in Artificial
Intelligence with Intrasense. As a result of these events, animpairment loss of €58.8 million was recognized at
December 31, 2022.

Opening of the new Finance Shared Services Centerin Mexico City

St. Louis (Missouri, USA) to Mexico. The new office, located in
Mexico City, now provides support functions for the Americas
and has been operational since July 2022.

Gradual exit from the Turkish market
In November 2022, the Guerbet group decided to terminate
its activities in Turkey because of the complexity of the market
and the country’s economic situation. The subsidiary is being
liquidated. In the consolidated financial statements at
December 31, 2022, the company’s assets were all measured
at their net asset value.

Slower activity at the Raleigh industrial plant in the
United States
The Raleigh plant in North Carolina (USA) faced significant
staff turnover and recruitment difficulties that disrupted
production and affected sales globally.

Tax audit
Guerbet is undergoing a tax audit for the years 2018 to2020. Certain items are undergoing a reassessment and areunder discussion with the tax authorities.
The impact of the tax audit on the consolidated financial
statements at December 31, 2022, is a tax liability of€7.7 million and a provision for liabilities and charges of€6 million. The impact on the income statement includes€8.9 million recognized as an income tax expense and€2.4 million in operating income.

Economic disruptions
Inflationary pressures have mainly affected supply costs, e.g.
for iodine. The Group is continuing its policy of cost control
and has managed to limit the increase in energy prices throughits existing purchasing policies and contracts.

War in Ukraine
The Group’s exposure to the Russian-Ukrainian conflict remains
unchanged since the closing at December 31, 2021. The
Group has no direct interests in Ukraine or in conflict zones.
The situation in Ukraine has limited effects on its operations andfinancial performance.

6.1.2.3

Scope of consolidation

All companies are fully consolidated, with ownership interestsof 100% (see list of companies in Note 30).
In 2022, all the entities had the same fiscal year duration,
12 months, and closed their fiscal year on December 31.

As part of its transformation plan, the Group announced in
2021 the decision to relocate its shared services center fromGUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

185

Financial statements and related notes
Consolidated financial statements and notes

6.1.2.4

Notes to the consolidated financial statements

Summary of notes

186

NOTE 1

Financial assets

187

NOTE 2Financial liabilities

189

NOTE 3

Management of financial risks

192

NOTE 4

Additional information (formerly segment information)

194

NOTE 5Intangible assets

196

NOTE 6

Tangible assets

200

NOTE 7

Non-current financial assets

201

NOTE 8Deferred tax assets and liabilities

202

NOTE 9Inventories

203

NOTE 10 Trade receivables

204

NOTE 11 Shareholders’ equity

204

NOTE 12 Provisions

205

NOTE 13 Trade payables

208

NOTE 14 Other operating revenue

208

NOTE 15 Staff costs

208

NOTE 16 External charges

211

NOTE 17 Taxes and duties

211

NOTE 18 Amortization, depreciation, impairment and provisions

212

NOTE 19 Other operating income and expenses

212

NOTE 20 Gross finance costs

212

NOTE 21 Income tax

213

NOTE 22 Research and development costs

213

NOTE 23 Government grants

213

NOTE 24 Related-party disclosures

214

NOTE 25 Off-balance-sheet commitments

214

NOTE 26 Earnings per share and diluted earnings per share

215

NOTE 27 Post-closing events

215

NOTE 28 Appropriation of 2022 result

215

NOTE 29 Fees paid to Statutory Auditors

216

NOTE 30 List of consolidated companies

217

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Financial statements and related notes
Consolidated financial statements and notes

NOTE 1

Financial assets

Available-for-salefinancial assets

2022

Non-current tax obligations

Loans andreceivables

Financial assets
at fair value
through profit or
loss

Financial assets
at fair value
through othercomprehensive
income—Other non-current financial assets

9,584

121,238

Other current financial assets

63,955

Cash and cash equivalents
TOTAL

9,584

Available-for-salefinancial assets

2021

Non-current tax obligations—

11,166

Trade and other receivables

8,523

63,955
8,523

41,683
256,150

Financial assets at Financial assets at
Loans and fair value through fair value throughreceivables
profit or loss
profit or loss

Total
Balance Sheet

196,360

41,683
41,683—

13,421

23,295Trade and other receivables

118,775

118,775

Other current financial assets

59,00059,000Cash and cash equivalents
TOTAL

9,874

29,273
121,238—

Other non-current financial assets

Total Balance
Sheet

9,874

191,196

115,728
115,728—

115,728
316,797

2022

CHANGE IN IMPAIRMENT OF FINANCIAL ASSETS

Trade and other receivables
Other current financial assets
TOTAL

(a)

2021

Allocations

Reversals

Translation
adjustments and
other

4,307

635

(837)

114

4,220

1,822
6,129

1,543
2,178

—
(837)

—
114

3,365
7,585

2021

(a) Impairment of Truffle Capital units.

Trade and other receivables
Other current financial assets
TOTAL

(a)

2020

Allocations

Reversals

Translation
adjustments and
other

4,492

1,227

(1,484)

73

4,307

981
5,473

841
2,068

—
(1,484)

—
73

1,822
6,129

(a) Impairment of Truffle Capital units.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

187

Financial statements and related notes
Consolidated financial statements and notes

1.1

Loans and debts at amortized cost
2022

Other non-current financial
assetsTrade and otherreceivables
Other current financial
assets
TOTAL

2021

Gross

Impairment

Net

Gross

Impairment

Net

11,918(752)

11,166

13,421—

13,421

125,458(4,220)121,238

123,222(4,447)

118,775

64,656
202,032(701)(5,672)

63,955
196,360

59,559196,203(559)(5,007)59,000191,196

Other current financial assets at amortized cost

2022

2021

Advance payments made to suppliers

3,857

1,859

State and local authorities

41,14442,89525

4Other current assets (a)10,476

6,017

Prepaid expenses
TOTAL

8,453
63,9558,225
59,000Trade payables
Staff and social security
Receivable royalties
Receivable subsidies(a) In 2022: including €3 million in IBM Watson assets.

Aged trade receivables at December 31, 2022

Gross value

Receivables not yet due

108,867

Receivables less than 3 months past due

9,335

Receivables less than 6 months past due

1,719

Receivables less than 1 year past due

1,452

Receivables less than 2 years past due

273

Receivables more than 2 years past due(410)
121,238

TOTAL

Outstanding trade receivables at December 31, 2022, are reduced by a non-recourse assignment of receivables in France inDecember for €9.9 million. An analysis shows that the risks and benefits relating to the assigned receivables were transferred andthat, in this context, the receivables are derecognized from balance sheet assets in accordance with IFRS 9.

Aged trade receivables at December 31, 2021

Gross value

Receivables not yet due

101,646

Receivables less than 3 months past due

12,077

Receivables less than 6 months past due

2,165

Receivables less than 1 year past due

1,227

Receivables less than 2 years past due

1,246

Receivables more than 2 years past due
TOTAL

120,316

1,955

Outstanding trade receivables at December 31, 2021, are reduced by a sale of non-recourse receivables in France in December for€5 million.

188

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Financial statements and related notes
Consolidated financial statements and notes

1.2

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss except derivatives, of which

2022

2021

41,683

115,728

Short-term investments

1,926

1,199

Cash and cash equivalents
TOTAL

39,757
41,683

114,529
115,728

NOTE 2
2.1

Financial liabilities

Details of financial liabilities with distinctionof the non-current part of said liabilities
2022
Current

2021

Non-current

Financial liabilities (Note 2.2)

33,611

Suppliers

103,710

Other financial liabilities (Note 2.7)

69,021

Total

278,431

Total

312,042

333,538

103,71081,021

69,021

97,183

—

—

—

1,981

TOTAL

206,342

278,431484,772

513,723

2.2

Details of financial debts with distinctionof the non-current part of said debts
2022

2021

278,431299,691

Derivatives (Note 3) and other financial instruments

Non-current liabilities, of which
Special investment reserve (frozen current accounts)

316

555

IFRS 16 lease liability

13,378

11,212

Borrowing

249,907274,514

Other borrowing (a)14,83013,410Current liabilities, of which

33,611

33,847IFRS 16 lease liability

8,328

7,773

Borrowing

24,59725,461

Current profit-sharing reserve

435

442

Bank credit facilities

250

172

312,042

333,538TOTAL FINANCIAL LIABILITIES(a) In December 2008, the request for aid for the French-German “Iseult” research project, filed with OSEO, was approved by the European Commission. Financing was
obtained for the incurred expenditures: 39% in the form of reimbursable advances and 61% in the form of grants. An amendment to the contract was signed inJune 2020 to revise the conditions for reaching the final milestones and the payment of the associated aid, but also to modify the terms on financial returns in the eventthat a product resulting from the project is released on the market. Given the progress of the project and the negotiation of the repayment clauses with the BPI, theGroup updated the fair-value measurement of financial liabilities in accordance with IFRS 9. This led to the recognition of additional repayable advances fordiscounting of €4.7 million, with an offsetting entry recognized in financial expenses. At December 31, 2022, financial liabilities totaled €14.7 million.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

189

Financial statements and related notes
Consolidated financial statements and notes

The interest paid on this debt is mostly variable-rate interest.
2022

2021

Portion of debt at variable rate (before hedging)

95%

96%

Portion of debt at fixed rate

5%

4%

An interest rate swap hedges 72% of the variable-rate debt.

RECONCILIATION OF CHANGES IN LIABILITIES FROM FINANCING ACTIVITIES

2021

Emission

Repayment

Non-current
liabilities

299,691

14,803(11,586)

Current liabilities
TOTAL

33,847
333,53853
14,856(25,000)(36,586)

2.3

Bank credit
facilities

Foreign exchange
effect and otherchanges Reclassification

70
70

2022

154

(24,632)

278,4319163

24,632—

33,611
312,042

Details of financial debts by currency
2022

2021

Closing priceAmount%Closing priceAmount%EUR

1

301,32796.6%

1324,092

97.2%

KRW

1,344

862

0.3%

1,346

289

0.1%

HKD

8.32

1,713

1.0%

8.83

2,116

0.6%

USD

1.07

3,195

0.5%

1.13

2,726

0.8%

CNY

7.36

1,544

0.5%

7.19

355

0.1%

3,401

1.1%

3,960

1.2%

Currency

Miscellaneous
TOTAL FINANCIAL LIABILITIES

2.4

312,042

333,538

Details of financial debts by maturity

These financial liabilities have the following maturity dates:
2022

2021

Due within 1 year

33,611

33,847Due in 1–5 years (a)277,393298,678

1,038

1,013

312,042

308,078

2022

2021

Due in more than 5 years
TOTAL(a) Including €250 million due in March 2024 for which the Group has initiated refinancing requests.

2.5

Lease liability

The maturities of the lease liabilities are as follows:190

Due within 1 year

8,328

7,773

Due in 1–5 years

13,378

11,212

TOTAL

21,70618,985GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Financial statements and related notes
Consolidated financial statements and notes

2.6

Change in financial indebtedness

Net financial debt changed as follows during the year:

Cash and cash equivalents
Bank loans and bank credit balances

2022

2021

41,683

115,728

(250)

(172)

41,433

115,556

Gross financial debt other than bank credit

311,791

333,367

NET FINANCIAL DEBT

(270,359)(217,811)

Net cashBorrowings include a clause providing for a maximum value of the “Net financial debt/EBITDA (1)” ratio, which varies from year toyear.
For the purpose of calculating the covenant, net financial debt and EBITDA are contractually defined as excluding the IFRS 16
impact.
The maximum value of the ratio is 4.0. It was 2.66 at December 31, 2022.

2.7

Other current financial liabilities
2022

2021

49,27057,456

Debt on fixed assets

7,466

25,628

Miscellaneous debt
TOTAL

12,285

14,133
97,217

Social liabilities(1)

69,021

EBITDA refers to operating income plus net amortization, depreciation, impairment and provisions.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

191

Financial statements and related notes
Consolidated financial statements and notes

NOTE 3

Management of financial risks

On March 27, 2019, the Group negotiated a five-year,
variable-rate,euro-denominatedsyndicatedloanof€500 million in three tranches. Tranche A drawn for an initialamount of €125 million repayable in installments. As of
December 31, 2022, €50 million is outstanding. Tranche B of
€225 million repayable in a single payment on March 27,2024. Tranche C of €150 million in the form of a confirmed
line of credit not drawn as of December 31, 2022.

This syndicated loan is hedged using interest-rate swaps for€225 million.
Given its international footprint, the Group is exposed tocurrency risk on several currencies as described below.

3.1

Currency risk

3.1.1

Currency risk exposure and hedging at December 31, 2022

The table below summarizes the Group’s main currency risks:
USD

JPY

BRL

KRW

HKD

CNY

CLP

GBP

Accounting risk (a)

46.49

24.14

17.65

15.19

(15.11)

14.67

5.91

(2.63)

Positions before hedging

46.49

24.14

17.65

15.19

(15.11)

14.67

5.91

(2.63)

15.19(15.11)

14.67

5.91

(2.63)(in millions of €)Currency risk hedging
Net foreign exchange position

—
46.49

(3.16)
24.14

14.49

(a) Accounting risk includes all assets and liabilities in non-EUR currencies.

The USD exposure results mainly from the net lending balanceof Guerbet’s current accounts with its various subsidiaries
through the cash-pooling mechanism (eq. €50 million), an
amount that increased significantly this year.

The invoicing of third-party customers in euros by Guerbet Asia
Pacific based in Hong Kong as well as its increasing sales in
CNY to our subsidiaries in China are behind our HKD
purchase exposure.

The foreign exchange position in JPY is mainly due to thecurrent account between the parent company and its subsidiary
Guerbet Japan.

Increasing exposure to CNY is a consequence of thedevelopment of intra-group sales to our Chinese subsidiaries.

The amount of intra-group receivables of our Brazilian
subsidiaries denominated in EUR and USD results in a BRL
exposure of eq. €11.4 million to which is added the risk
relating to invoicing of Brazilian entities by certain subsidiaries
in BRL.

Intra-group invoicing currencies for purchases by our subsidiaryin Chile generate risk in CLP.
The GBP exposure is due to the amount lent by the English
subsidiary to Guerbet, its parent company, through the current
account.

The KRW exposure stems from trade receivables between
Guerbet and its two subsidiaries in Korea (eq. €10.3 million)
as well as a revolving loan to one of them in USD (eq.
€3.7 million).

192

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Financial statements and related notes
Consolidated financial statements and notes

3.1.2

Analysis of sensitivity of the financial result to accounting currency risk at December 31, 2022

Sensitivity is calculated on the net balance not hedged(accounting risk after deducting hedges outstanding) for themain currencies.

The table below summarizes the impact on the financial resultof a 10% variation in these currencies against the euro in the
net book foreign exchange position at December 31, 2022:
2022

2021

USD

4,649

239

JPY

2,414

3,175

BRL

1,449

365

KRW

1,519

685

HKD

(1,511)

362

CNY

1,467

NC

(in thousands of €)

CLP

591

NC

GBP

(263)

(220)

3.2

Interest rate risk

3.2.1

Interest rate risk exposure and hedging
at December 31, 2022

The share of the Group’s financial liabilities at variable rates
before hedging is 95%.

This hedge became effective following the rise in Euribor rates
and their move into positive territory this year.
Below is the breakdown of debt due within one year and in
more than one year.

In March 2019, the choice was made to hedge thesyndicated credit facility for €225 million by establishinginterest rate swaps with a starting date deferred by two years.
Within 1 year

Fixed-rate financial liabilities
Variable-rate financial liabilities
Fixed-rate financial assets
Variable-rate financial assets(a)More than 1 year

Total

(187)

(15,146)(15,333)(33,424)(263,285)(296,709)——

41,683—
41,683

Net position before management (b)• fixed rate

(187)

(15,146)(15,333)

8,259(263,285)(255,026)—(225,000)(225,000)• fixed rate

(187)

(240,146)(240,333)• variable rate

8,259

(38,285)(30,026)• variable rate
Off-balance sheet(c)

Net position after management(a) All maturities of variable-rate financial assets and liabilities and maturities in less than one year of fixed-rate financial assets and liabilities.
(b) Sum of differences (assets – liabilities) at fixed rates and (assets – liabilities) at variable rates.
(c) Interest rate swaps (receive variable rates and pay fixed rates).

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

193

Financial statements and related notes
Consolidated financial statements and notes

3.2.2

Analysis of sensitivity of the financial
result to interest rate risk at
December 31, 2022

More than 96% of the Group’s debt is in euros. The sensitivity
calculated in this note therefore relates only to debt in euros.
Sensitivity is calculated on the balance of gross unhedged eurodebt, which represents 24.5%.

3.3

NOTE 4

3M Euribor+100 bp

3M Euribor-100 bp

301,327

302,090

300,564

At the end of the year, the Group also had €41.7 million ofavailable cash.

Additional information (formerly segment information)

Readers should note that all of the Group’s business is carriedout in a single area of activity, which is the research,development, production and sale of contrast media for
medical imaging. As a result, the Group does not present
operating segment information within the meaning of IFRS 8.

However, to provide a detailed analysis of its activity, theGroup presents in this paragraph a breakdown of its activity bygeographic region. This information corresponds to the internalreporting statements used by Management to run the Group.
Additional information is provided on revenue by productrange.

Geographical Information

The geographic information is presented below based on a risk
and profitability analysis in two subsets, corresponding to theGroup’s internal organization and Guerbet’s various growthmodels in these markets:• main European markets where Guerbet group has beenable to build sustainable customer relationships and has astrong position due to its own networks of pharmaceuticalsales representatives;• other markets.

194(in thousands of €)Gross debt

Liquidity risk

In March 2019, the Group set up a five-year €500 million
syndicated credit facility, which includes a €150 million
confirmed line not drawn as of December 31, 2022. The
Group began the process of refinancing the syndicated loan,
which is due in March 2024 with a bullet payment of€250 million.

4.1

An increase or decrease of 100 basis points in the Euribor
would result in a change in the cost of debt of plus or minus€0.8 million year on year.

Europe includes the European countries where the Group ispresent via its own networks of pharmaceutical sales
representatives, namely: Germany, Austria, Belgium, Spain,
France, the United Kingdom, the Netherlands, Italy, Portugal,
Switzerland, Turkey and Israel.
The non-allocated portion of operating income corresponds tohead office administrative costs, research, and development
costs, and indirect industrial costs not attributable to the
products, components that can only be allocated to the various
sectors on an arbitrary basis.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Financial statements and related notes
Consolidated financial statements and notes

European companies
in their markets

2022

Other

Non-allocated

Total

RevenueEuropean markets

301,396—

301,396

Other markets
Total revenue

27,543328,940

424,336424,336—

451,879
753,275

Amortization, depreciation and impairment(119,625)(119,625)

Other expenses without cash equivalents
Operating result(1,587)(1,587)(18,160)

NET INCOME(41,116)

Sector assetsof which fixed assets
Sector liabilities other than financial debt and equity

796,841

142,802—939,643296,299

87,745—384,044

152,753

95,279

Shareholders’ equity
Financial liabilities—

248,032

379,570

379,570——

312,042

312,042

intangible

6,612

76

—

6,688

tangible

32,053

11,782—

43,835

European companies
in their markets

Other

Non-allocatedTotal

European markets

311,067

26,173—

337,240

Other markets
Total revenue—
311,067

394,831421,004——

394,831732,071

Depreciation & amortization(55,945)(55,945)

Other expenses without cash equivalents
Operating result(10,434)(10,434)
38,685

Sector investments

2021

Revenue

NET INCOME

32,637

Sector assetsof which fixed assets
Sector liabilities other than financial liabilities
Financial liabilities

903,485

97,348—1,000,833

379,975

82,689—462,664

589,089

78,206—667,295——

333,538

333,538

Sector investments
intangible

11,361

69—

11,431

tangible

33,5703,930—

37,500GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

195

Financial statements and related notes
Consolidated financial statements and notes

4.2

Breakdown of revenue by product range

Guerbet group’s revenue breaks down by product range as follows:
2022

2021

X-Ray

55.1%

57.0%

MRI
TOTAL DIAGNOSTIC IMAGING

32.9%
88.0%

32.0%
89.0%

INTERVENTIONAL IMAGING

12.0%

11.0%

NOTE 5
5.1

Intangible assets

Gross values

12/31/2021

Increase

Decrease

Acquisition

Translation
adjustments
and other

Trademarks

9,995

—

—

—

146

10,140Patents and technologies

90,133———(61,092)

29,041Marketing Authorizations (MAs)

11,355

—

—

—

(829)

10,526

Sales relationships

5,118

—

—

—

223

5,341

Goodwill

39,820———(12,323)

27,497

Software97,466422(3,372)—

8,162

102,678

Intangible assets in progress (a)GROSS VALUES

36,165290,050

6,266
6,688

—
(3,372)——(10,110)(75,823)

32,321
217,544

12/31/2022(a) The increases in intangible assets (+€6.7 million) mainly include €4.5 million in IT investments (including €2.5 million for SAP) as well as €1.8 million in capitalized
R&D project costs.

12/31/2020

Increase

Decrease

Acquisition

Translation
adjustments
and other

Trademarks

9,831

—

—

—

163

9,995

Patents and technologies

84,206

—

—

—

5,927

90,133Marketing authorizations (MA)

11,686

—

—

—

(332)

11,355

Sales relationships

4,841

—

—

—

277

5,118

Goodwill

39,820————39,82090,60986(1,122)—

7,893

97,466

31,915272,907

11,345
11,431—(1,122)——(7,095)
6,835

36,165290,050

SoftwareIntangible assets in progress
GROSS VALUES(a)

12/31/2021(a) The increases in intangible assets (+€11.4 million) mainly include IT investments (+€6.1 million) and R&D costs (+€3 million for the Care Advisor for Prostate projectand +€0.4 million for the Liver Care Advisor project as part of the partnership with IBM Watson; +€0.7 million for additional studies requested by the FDA – seeNote 5.3 below).

196

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Financial statements and related notes
Consolidated financial statements and notes

5.2

Amortization, depreciation and impairment by fixed asset category

Patents and technologies(a)12/31/2021

Allocations

Reversals

Acquisition

Translation
adjustments
and other

12/31/2022

33,97627,899——(39,231)

22,645Marketing Authorizations (MAs)

3,422

677

—

—

(263)

3,836

Sales relationships

3,016

540

—

—

95

3,650

Goodwill(a)—12,323——(12,323)—

Software61,018

11,170(3,365)—

268

69,091Intangible assets in progress (a)TOTAL—
101,432

23,89776,507—(3,365)—(3,500)(54,955)

20,397
119,619(a) The allocations for the 2022 fiscal year correspond mainly to the €58.8 million impairment of the assets of Accurate Medical Therapeutics, IBM Watson andOcclugel, explained by the strategic refocusing and the termination of the partnership with Merative (formerly IBM Watson).

12/31/2021

12/31/2020

Allocations

Reversals

Patents and technologies

27,675

4,729

—

1,572

33,976

Marketing Authorizations (MAs)

2,789

719

—

(86)

3,422

Sales relationships

2,426

481

—

Software
TOTAL

51,75084,64010,16316,092(1,113)(1,113)Acquisition

Translation
adjustments
and other

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

—
—

109

3,016

219
1,814

61,018
101,432

197

Financial statements and related notes
Consolidated financial statements and notes

5.3

Additional information on main intangible assets

Estimates of recoverable values of cashgenerating units including goodwill or intangible
assets with indefinite useful lives
In accordance with the approach adopted, four cashgenerating units were defined, corresponding to geographic
regions (EMEA, LATAM, APAC, and NAM), according to thearchitecture adopted by the Group’s management for analysis
of its performance and for medium-term planning of its activity.
Net book value
at December 31, 2022 (in millions of €)Global

EMEA

NAM

APAC

LATAM

Goodwill
Intangible assets with an indefinite
useful life

27.5

—

—

—

—

9.6

—

2.2

7.4

—

Productive assets (manufacturing)

247.0

103.8

49.7

67.8

25.7

Other support assets
TOTAL

391.7
675.8

197.2
300.9

100.0
151.9

68.4
143.6

26.2
51.9

Growth rate to infinity

2.7%

2.3%

2.1%

3.2%

3.3%

Discount rate

9.9%

9.6%

8.3%

10.2%

13.7%

The discount rate used for each cash-generating unit isdetermined according to a risk premium specific to thegeographic region in question. Weighting results in a global
discount rate of 9.9% (compared with 9.5% in the tests
conducted as of December 31, 2021).

At December 31, 2022, the value tests were based on
discounted cash flows determined on the basis of the best
estimates known December 31, 2022. In particular, they comefrom the Medium-Term Plan determined by the Group’s
management over a five-year horizon. A final additional yearof testing (2028 normative) was extrapolated by considering anormative level of activity for each region. The main
assumptions are presented below:

Change in revenue

Global

EMEA

NAM

APAC

LATAM

4.2%

23.0%

4.3%

13.0%

2024

8.3%

10.8%

5.7%

7.3%

6.3%

2025

11.6%

12.2%

8.5%

14.4%

8.4%

2026

12.1%

11.8%

10.9%

14.3%

10.4%

2027

7.3%

6.5%

2.6%

10.1%

12.6%

2023

198

The book value of each cash-generating unit was determinedaccording to specific allocation scales, particularly on the basisof the geographical destination of the plants’ manufacturing
output. In accordance with IAS 36, goodwill is not allocated to
any cash-generating unit (as they do not generate cash flowsthat are sufficiently independent of other Group assets); they
are tested through a “consolidated” business plan.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Financial statements and related notes
Consolidated financial statements and notes

For each of these cash-generating units, the present value
exceeds the net book value. Accordingly, no impairment is
considered as a result of these tests at December 31, 2022.
In terms of sensitivity, an increase of one percentage point in
the discount rate, a 10% decrease in the growth rate to infinity,or even a 10% downturn would result in:• for the LATAM region, recognition of an impairment loss, theestimated amount of which remains immaterial;• for the EMEA, APAC, and NAM regions, no impairment
loss recognized.

Capitalization of preclinical and clinical studies
required by the US Food and Drug Administration
In December 2017, Guerbet LLC received a request from the
FDA (Food and Drug Administration) to conduct two preclinicalstudies and a clinical study for Dotarem®, marketed in the
United States, for which approval was obtained in 2013.

These studies are part of the Post Marketing Requirements (PMR)
governed by section 505(o) of the FDCA (Federal Food, Drugand Cosmetic Act). They are mandatory, but the result does notcall into question the sale of the products in the US market.
According to the FDA, “the results from completed studies
provide additional information that can lead to safety labelingchanges, support expanded use of a drug, or alleviate
concerns about a potential drug risk.”
Under the Group rules and after analysis of IAS 38, the costs
relating to preclinical and clinical studies occurring after anauthorization is obtained meet the criteria for recognition as
capital assets.
At December 31, 2022, €1.8 million was capitalized forpreclinical studies, and €2.6 million for the clinical study for the
PMR for Dotarem®.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

199

Financial statements and related notes
Consolidated financial statements and notes

NOTE 6
6.1

200

Tangible assets

Analysis of items by category
Translation
adjustments andother

12/31/2022

431

16,60912/31/2021

Increase

Decrease

Movements
in scopeLandof which IFRS 16 financeleases16,280

—

(102)

—

—

—

—

—

—

—

Buildings
of which IFRS 16 financeleases216,781

8,263(7,933)—

9,901

227,01322,8608,094(3,708)—548

27,794

Plant, machinery, and equipmentof which IFRS 16 financeleases403,699

280(11,448)—

25,901

418,432

1,226

247

(249)

—

7

1,231

Other tangible assetsof which IFRS 16 financeleases90,8187,336(5,303)—

5,413

98,265

10,266

4,168(1,829)—72

12,677

Fixed assets under construction
Gross values

47,875775,453

40,46356,343—(24,785)——(33,494)
8,152

54,844815,163

Depreciation & amortization(501,039)(43,097)

21,386—(5,860)(528,611)

Impairment
NET VALUES(369)
274,046(21)
13,225—(3,400)

—
—

(44)
2,248

(434)
286,119

Changes in
scopeTranslation
adjustments andother

12/31/2021

522

16,280——12/31/2020

Increase

DecreaseLandof which IFRS 16 financeleases15,758

—

—

—

—

—

Buildings
of which IFRS 16 financeleases209,898

7,813(6,673)

5,371

216,781

30,896

7,808(4,882)

1,742

35,937

Plant, machinery, and equipmentof which IFRS 16 financeleases388,847

295(10,768)

25,325

403,699

1,044

258

(83)

8

1,226

Other tangible assetsof which IFRS 16 financeleases

86,155

6,975(5,809)

249

3,248

90,818

9,355

4,268

(3,366)11(2)

10,266

Fixed assets under construction
Gross values

39,547740,204

34,60049,683—(23,250)622(26,272)
8,194

47,875775,453

Depreciation & amortization(478,545)(39,854)

22,306(26)(4,921)(501,039)

Impairments
NET VALUES(365)
261,294

—
9,829

—
(944)

—
596

(4)
3,270

(369)
274,046—

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Financial statements and related notes
Consolidated financial statements and notes

6.2

Breakdown of net tangible assets by currency area
2022
Closing price

Currency

Euro

2021
AmountClosing price

221,517

Amount216,630

USD

1.07

47,646

1.13

43,816

Real

5.64

6,972

6.31

4,771

Other currencies

N/A

9,984

N/A

TOTAL

6.3

286,1198,829
274,046

Revaluations

The Villepinte office complex was adjusted to its fair value atJanuary 1, 2004, by an independent appraiser. The value ofthe buildings was estimated at €11.3 million. Considering thenet book value of these buildings at January 1, 2004, namely€3.3 million, the revaluation concerned €8 million, of which€6.5 million for buildings and €1.5 million for land.

NOTE 7

A second valuation was conducted in 2008. The value of thebuildings was estimated at €12.6 million, which confirmed that
there was no impairment loss.

Non-current financial assets
2022

2021

Gross

Provisions

Net

Net

Deposits and surety bonds

1,687

—

1,687

4,022

PIDR Germany reinsurance assets (see Note 12.2)

7,367

—

7,367

6,475

Loans

2,990

(752)

2,238

4,135

Other non-current financial assets *21,346(3,365)

17,981TOTAL

33,390(4,117)29,273

8,663
23,295* Other non-current financial assets include:• the investment in the Truffle Capital innovation fund for €12.8 million in gross value and €3.4 million in impairment;• the fair value of the interest-rate swap hedge for €8.5 million;• a portfolio of 21,143 shares for a gross value of €0.4 million: one part intended for the allocation of free shares and the other part relating to the liquidity contract
set up with Exane BNP Paribas in March 2022. The aim of this contract is to promote the liquidity of transactions and regular trading in the shares and to avoid
price differences that are not justified by market trends. At the start of the trading, Guerbet allocated €600 K in cash for implementation of the contract. As of
December 31, 2022, 21,140 shares appeared in the liquidity account.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

201

Financial statements and related notes
Consolidated financial statements and notes

NOTE 8Deferred tax assets and liabilities
2021

Changes inChanges in shareholders’incomeequityTranslation
adjustments
and other

Reclassificatio
Removalns from scope

2022

Deferred tax assets

19,41916,653

Deferred tax liabilities(15,246)(9,872)

TOTAL

4,173

7,621

(5,325)

312

—

—

6,781

Use of tax losses (a)13,968(4,366)

—

869

—

—

10,470Temporary timing differences

5,689(1,596)

103

70

—

—

4,266

Restatement of special taxallowance reserves(18,789)

768

—

(14)

—

—

(18,035)

Tangible assets(6,387)

645

—

(276)

—

—

(6,018)Intangible assets(18,218)

15,276

—

(782)

—

—

(3,724)

16,178(2,882)

—

449

—

—

13,744

306

483

—

8

—

—

797

10

(20)

—

—

—

—

(10)

of which deferred taxes resultingfrom:

Restatement of margins oninventories
Restatement of provisions on
subsidiary risk
IFRS 16 finance leases
Restatements of injectors

—

—

—

—

—

—

—

515

(713)

(2,359)

(10)

—

—

(2,567)

Provisions for retirement

9,196

(39)

(3,069)

—

—

—

6,088

Other

1,706

66

—

(2)

—

—

1,770

Restatement of financial instruments(a) Use of tax losses:• USA: The favorable outlook for the US tax group led to the use in 2021 of existing tax losses not yet used ($47 million), for a deferred tax asset of €8 million. A net
deferred tax of €5 million was used for the 2022 taxable income.
• France: The €1.6 million tax loss carry-forward remaining as of December 31, 2021, for which a deferred tax asset of €0.4 million was recognized, was usedduring the 2022 fiscal year.
• Accurate Medical Therapeutics: A deferred tax asset of €1.6 million was recognized for the 2022 tax loss, bringing the total balance of deferred tax assets on theentity’s tax losses carried forward to €6 million. This asset is offset by a deferred tax liability.
12/31/2022
Tax losses used (base)

Tax losses used (tax)USA

15,736

3,589

Accurate Medical Therapeutics

26,119

6,007

Medex

2,149

555

Other

1,054

319

TOTAL

45,058

10,470Tax losses carried forward and tax effects (in thousands of €)•202

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Financial statements and related notes
Consolidated financial statements and notes

2020

Deferred tax assets

11,046

Deferred tax liabilities(14,766)

TOTAL

Changes inChanges in shareholders’incomeequity(3,720)Translation
adjustments
Removaland other Reclassifications from scope

2021

19,419(15,246)
9,481(1,583)

(4)

—

—

4,173

Of which deferred taxes resultingfrom:
Use of tax losses (a)

8,472

4,890

—

606

—

—

13,968

Temporary timing differences

7,964(2,372)

(158)

255

—

—

5,689

Restatement of special taxallowance reserves(20,406)

1,617

—

—

—

—

(18,789)

Revaluation of tangible assets(6,287)

359

—

(459)

—

—

(6,387)(18,836)

1,557

—

(939)

—

—

(18,218)

13,422

2,189

—

567

—

—

16,178

—

306

—

—

—

—

306

76

(66)

—

—

—

—

10

Difference in valuation of intangible
assetsRestatement of margins oninventories
Restatement of provisions on
subsidiary risk
IFRS 16 finance leases
Restatement of injectors

—

—

—

—

—

—

—

(247)

829

(67)

—

—

—

515

Provisions for retirement

10,279275(1,358)

—

—

—

9,196

Other

1,843

(102)

—

(35)

—

—

1,706

Restatement of financial instruments(a) Use of tax losses:• USA: The favorable outlook for the US tax group led to the use of existing tax losses not yet used ($47 million), for a deferred tax asset of €8 million. A net
deferred tax of €3.4 million was used for the 2021 taxable income.
• France: Under the French amending finance law for 2021, Guerbet S.A. opted for the special carry-back rules that allowed it to apply the 2020 loss against
profits from 2017 to 2019 for €25 million, resulting in a tax claim of €6.3 million. In addition, the tax consolidation group generated a taxable profit for 2021,
which enabled it to use up €14.7 million of tax losses carried forward. The French tax group has a residual tax loss carried forward of €1.6 million at
December 31, 2021, for which a deferred tax asset of €0.4 million was recognized.
• Accurate Medical Therapeutics: A deferred tax asset of €1.3 million was recognized for the 2021 tax loss, bringing the total balance of deferred tax assets on
the entity’s tax losses carried forward to €4.1 million.
12/31/2021
Tax losses carried forward and tax effects (in thousands of €)Tax losses used (base)

Tax losses used (tax)USA

34,9508,105France1,541

398

Accurate Medical Therapeutics

17,840

4,103

Medex

3,184

838

850

289

Guerbet Produtos Radiologicos (Brazil)•

Other tax losses

1,356

235

TOTAL

59,722

13,968NOTE 9Inventories
2022

2021

Raw materials and spare parts

81,19851,410Finished, intermediate and in-progress products and goods

215,473

173,017Gross value

296,671

224,427

Provisions(24,174)(22,475)

NET VALUES

272,496

201,952

An inventory reduction plan initiated by the Group in 2019 to reduce inventory levels continues. In 2022, the increase in inventories is explained not only by the Raleighproduction difficulties associated with the fall in customer demand in the final quarter, but also by the longer lead times due to a global shortage of certain materials andpressures on international transport. The inventory reduction action plan was therefore revised as part of our five-year plan, but it still focuses on adjusting plant productionplans, optimizing production plant lead times and reducing reserve inventories, while taking into account the launch of our new product Elucirem™ in the various markets.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

203

Financial statements and related notes
Consolidated financial statements and notes

NOTE 10 Trade receivables
2022

2021

Gross value

125,458

123,222

Provisions(4,220)(4,447)

NET VALUE

121,238

118,775

NOTE 11 Shareholders’ equity
11.1 Change in number of shares of the parent company
At December 31, 2022, the parent company’s capital consisted of 12,641,115 shares with a par value of €1.
The changes affecting Guerbet shares are as follows:
2022

Number of shares at the beginning of the year

12,641,115

Creation of shares through exercise of stock options—

NUMBER OF SHARES AT THE END OF THE YEAR

12,641,115

11.2 Details of shareholders’ equity
2022

2021

Share capital

12,641

12,641

Premiums for issue, merger, and conversion of convertible bonds

11,774

11,774

Statutory reserves

204

1,264

1,260

Consolidated reserves

323,990

294,541

Retained earnings

107,807

100,187

Consolidated income(41,116)

32,637

Translation adjustments(36,790)(47,948)

TOTAL

379,570405,092

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Financial statements and related notes
Consolidated financial statements and notes

NOTE 12 Provisions
12.1 Movements

Non-current
Of which deferred
employee benefits (Note 12.2)
Current
Tax disputes (a)Translation
Reversals
adjustments(provisionandnot used) reclassifications

2021

Allocation

Reversals(provisionused)

41,9882,806(1,534)(1,842)(2,016)(11,286)

32,15037,7002,769(1,534)

(54)

(157)

(11,286)

27,437

Changes in
actuarialassumptions

2022

706

6,600

(186)

—

498

—

7,618

Commercial disputes

3,504

184

(1,719)

(358)

113

—

1,724

Staff-related provisions

1,187

283

(216)

(560)

(1)

—

693

Miscellaneous obligations

4,376

2,040

—

(719)

(1,822)—

3,876

Total Current provisions

9,774

9,107

(2,121)(1,637)(1,211)—

13,912TOTAL PROVISIONS

51,762

11,915(3,655)(3,473)805(11,286)

46,062

Translation
Reversals
adjustments(provisionandnot used) reclassifications

Changes in
actuarialassumptions

2021(a) Includes a €6 million provision for Guerbet’s tax audit.

Non-current
Of which deferred staff benefits(Note 12.2)
Current
Tax disputes

2020

Allocation

Reversals(provisionused)

40,2894,868(1,600)(115)

67(1,521)

41,98838,1482,811(1,600)

(115)

(23)

(1,521)37,700

213

486

—

—

8

—

706

Commercial disputes

1,143

2,519

—

(222)

64

—

3,504

Staff-related provisions

1,278

15

(29)

(77)

—

—

1,187

Miscellaneous obligations (a)

1,721

2,487

(16)

—

184

—

4,376

Total Current provisions

4,355

5,507

(45)

(299)

255

—

9,774

TOTAL PROVISIONS

44,644

10,375(1,645)

(414)

322

(1,521)

51,762(a) Including a €2.3 million provision for restructuring in the United States. Non-current provisions also include €2.1 million for this restructuring.

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Financial statements and related notes
Consolidated financial statements and notes

12.2 Deferred staff benefitsa) Description

Provisions have been made for these commitments.

Commitments for supplemental retirement benefits to be paid toGerman workers are covered by financial assets corresponding
to funds invested with third parties (the plan’s assets). All ofthese investments are made with insurance companies, deemed
to be risk-free. These assets are assessed each year, frequently
enough so that the amounts recognized do not differ
significantly from the assets and liabilities at close. They arevalued at €7.4 million at December 31, 2022, including€0.9 million in hedging assets (excluding reinsurance assets).
Premiums paid for defined-contribution retirement plans are
spread over the year.

b) Measurement and recognition

The Group’s obligations are calculated using the assumptionsin effect in the countries in question.

Group employees have post-employment benefits in the formof:
• Retirement benefits or end-of-career benefits (France, Italy,
Austria, Korea, Japan, Turkey and Ireland);• Supplemental defined-benefit retirement plans (Germany) or
early retirement benefits for persons aged 58 to 60(Belgium).

The Group has no plan covering the medical expenses of its
former employees.

Actuarial gains and losses are recognized directly inshareholders’ equity, as authorized by revised IAS 19.

c) Actuarial assumptions applied for France and Germany representing 98% of provisions and 100% of
the plan’s assets
FranceDiscount rate (C)Average expected return on plan assets
Wage growth
Average revision rate applied to annuities

Germany

2022

2021

2022

2021

4.00%

1.00%

4.10%

1.30%

N/A

N/A

N/A

N/A

2.80%

2.50%

2.30%

2.30%

N/A

N/A

2.00%

1.75%

Mortality assumptions

T

T

T

T

Staff turnover rate

S

S

S

S

Retirement age

E

E

65

65

Social security charge rate

V

V

V

V

C = Mercer Yield curve (MYC).
E = Estimated retirement age based on an average start-of-career age by category of employees, and annuities required by regulations.
S = Rate tables established from statistics and according to analysis factors such as the employee’s status and age, according to their relevance.
T = The tables used are adjusted tables TH 00–02 and TF 00–02 for mainland France and Dr. Klaus Heubeck’s table (RT 2018 G) for Germany.
V = Variable according to the social security charge rate of the entity concerned.
The following information is not provided in detail (N/A):• average expected returns on plan assets for French companies, since French plans do not have assets;• average revision rates for annuities since French plans correspond to retirement benefits and not annuities;• average rates of growth in medical expense since none of the plans cover medical expenses.

206

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Financial statements and related notes
Consolidated financial statements and notes

Balance sheet liabilities

Present value of funded liabilities

2022

2021

28,382

38,745

Fair value of plan assets(945)(1,045)

Balance of liabilities

27,43737,700——27,43737,700——27,43737,7002022

2021

Amounts recognized on balance sheet
Provisions for deferred staff benefits
Non-current financial assets (book assets)
NET BALANCE SHEET: NET LIABILITIES (ASSETS)
Expenses on the income statement

Cost of services for the year

2,634

2,675

Finance costs

419

328

Other impacts

35

(3)

3,088

3,000

NET PLAN COSTS

2022

2021

Beginning liabilities

37,70041,697

Cost of services for the year

Change in liabilities over the year

2,634

2,675

Finance costs

419

328

Other impacts including actuarial gains and losses

35

(3)

Employer payments to funding assets

(25)

(25)

Benefits paid

(1,842)(1,952)

Actuarial gains and losses(11,286)(1,521)—(3,449)Translation adjustments

(24)

(23)

Other

(174)

(27)

27,43737,700

Impact of change in method

ENDING LIABILITIESd) Sensitivity analysis of actuarial assumptions
An increase of 25 basis points in the discount rate would decrease the discounted value of liabilities by -€718 K (-2.58%). A
decrease of 25 basis points would increase liabilities by +€752 K (+2.70%).

12.3 Contingent liabilities
In the absence of sufficient evidence of having reached the thresholds for triggering the payment of a potential additional bonus of€10.5 million after 2030 as provided for in the amendment to the OSEO contract, this bonus is considered a contingent liability
under IAS 37.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

207

Financial statements and related notes
Consolidated financial statements and notes

NOTE 13 Trade payables
2022

2021

Trade payables

103,709

81,023

TOTAL

103,709

81,023

2022

2021

8,222

3,840

NOTE 14 Other operating revenue
Sales of services
Operating subsidy

658

1,101

8,879

4,941

2022

2021

Salaries and wages(185,476)(179,100)Social security charges(54,733)(53,098)

Employee profit sharing

(455)

(591)

(240,664)(232,789)

TOTAL

NOTE 15 Staff costs
15.1 Details of staff costs

TOTAL

15.2 Main characteristics and parameters for valuing the share-based payment
benefit granted by the Group – Stock option plan
In 2011 and 2012, the Group established stock option plans. All the plans expired on December 31, 2021. During the 2022
fiscal year, no options were exercised.

208

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Financial statements and related notes
Consolidated financial statements and notes

15.3 Free share allocation plan
Following the implementation of free share allocation plan 2 in2016, which ended in 2018, the Board of Directors approveda third share allocation plan on March 26, 2019, intended forcertain employees and officers of Guerbet and its French andforeign subsidiaries.

On March 21, 2021, the Board of Directors approved afourth free share allocation plan for certain employees andofficers of Guerbet and its French and foreign subsidiaries. On
September 21, 2022, the Board of Directors approved a new
free share allocation plan (Plan 5).
The main assumptions applied for the share award plans ineffect at December 31, 2022, are as follows:
Plan 4

Plan 5Grant date

05/01/2021

09/22/2022

Vesting date

05/01/2024

09/22/2025

Vesting period

3 years

3 years

Price on grant date

33.70

17.50

Anticipated dividend rate

1.28%

2%

Risk-free rate

(0.59%)

1.50%

Volatility
Employee turnover rate
Probability of fulfilling the performance conditions

37%

37%

2.06%

2.06%

According to the Monte Carlo model According to the Monte Carlo model

Plan 3 was closed on July 1, 2022. For Plan 4, there are 41,400 free shares pending allocation. Regarding Plan 5, 89,219 shareswere allocated. In accordance with the regulations of Plan 5, performance shares can be allocated until September 23, 2023.
Details as of December 31, 2022, are as follows:

Plan type

AGAP (plan 3)
Number of active sharesat 12/31/2022
AGAP (plan 4)

Number of
instruments
initially granted

Number ofvestedinstruments

47,55011,877

Grant date

End of vesting
period (subject
to presence)

Vesting periodin yearsCommitment by
plan

2019

2022

3

—

2021

2024

3

€1,170 K

2022

2025

3

€1,162 K—
48,060

Number of active sharesat 12/31/2022

41,400

AGAP (plan 5)

89,219Number of active sharesat 12/31/2022

89,219The total commitment since the first share allocation plan (dated September 28, 2016) was valued using the Monte Carlo modelwith the Black & Scholes formula.
Pursuant to these plans, an expense of €140 K was recognized with an offsetting entry in shareholders’ equity.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

209

Financial statements and related notes
Consolidated financial statements and notes

15.4 Average number of staff during the year
2022

2021

Europe

1,718

1,665

America

827

788

Asia

254

231

TOTAL

2,799

2,684

15.5 Geographic breakdown of workforce, snapshot at December 31

210

2022

2021

Europe

1,723

1,688

America

863

801

Asia

253

241

TOTAL

2,839

2,730

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Financial statements and related notes
Consolidated financial statements and notes

NOTE 16 External charges
2022

2021

Industrial subcontracting(20,203)(18,208)

Non-stocked supplies and materials(28,972)(25,587)

Rentals and rental expenses(10,935)(8,303)

Maintenance and repairs(23,463)(20,603)

Insurance(6,004)(5,264)

Studies and research(9,953)(14,684)

Outside staff(5,772)(4,076)

Commissions and fees

(46,918)(41,380)

Advertising and public relations(8,208)(6,283)

Transport(24,155)(18,819)

Travel and entertainment(8,704)(4,751)

Postage and telecommunications(2,148)(2,094)

Conferences and seminars(10,560)(5,884)

Registration fees

(9,208)(5,456)

Other miscellaneous charges(17,381)(14,173)

TOTAL(232,585)(195,565)

NOTE 17 Taxes and duties
2022

2021

Payroll tax(1,822)(1,726)

Regional Economic Contribution (France: Contribution économique territoriale)(2,449)(2,477)

(849)

(885)

Inami Tax (Belgium)
Other taxes and duties(9,871)(8,371)TOTAL(14,992)(13,459)

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

211

Financial statements and related notes
Consolidated financial statements and notes

NOTE 18 Amortization, depreciation, impairment and provisions
2022

2021

On intangible assets(17,699)(16,092)

On tangible assets(43,118)(39,854)

TOTAL(60,817)(55,945)

2022

2021

On goodwill(12,323)—

On intangible assets(46,485)—

TOTAL(58,808)—

Amortization and depreciation

Impairment

The impairment losses relate to the Accurate Medical Therapeutics, IBM Watson and Occlugel assets (see Note 5.2).

Provisions

2022

2021

Liabilities and charges

799(7,805)

Customers

(174)

176

Inventories(1,032)(1,709)Retirement(1,181)(1,096)

TOTAL(1,587)(10,434)

NOTE 19 Other operating income and expenses
2022

2021

Royalties paid

(1,767)(1,910)Research tax credit

4,712

5,166

Income from sale of fixed assets(2,273)

(738)

889

(1,720)

1,561

799

Miscellaneous other income and expenses
TOTAL

NOTE 20 Gross finance costs
2022

2021

(230)

(237)

Interest on borrowings and bank credit facilities(4,343)(5,105)Interest swaps

1,334

2,100

TOTAL

(3,239)(3,243)

Interest charges on lease liabilities

212

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Financial statements and related notes
Consolidated financial statements and notes

NOTE 21 Income tax
21.1 Details of tax expenses
2022

2021

Current taxes(20,365)(5,817)

Deferred taxes
TOTAL

7,621

9,481

(12,744)3,664

21.2 Analysis of tax expenses
Pre-tax result
Theoretical tax charge at the prevailing rate for the consolidating company (a)Impact of differences in tax rates
Impact of permanently non-deductible or non-taxable expenses
Impact of tax credits

2022

2021

(28,372)

28,973

7,328(8,176)

(15)

1,779

(6,046)(2,892)

926

1,255

Impact of deferred taxes on tax losses and other (b)(14,937)

11,698

TOTAL(12,744)

3,664

EFFECTIVE TAX RATE (%)(44.92%)(12.73%)25.83%

28.41%(a) Tax rate(b) 2022: This amount includes provisions for tax adjustments relating to French tax consolidation for €8.9 million, impairment of deferred tax assets (loss carry-forward)
for €4.3 million, and deferred taxes not recognized on losses for €2.2 million.

NOTE 22 Research and development costs
The amounts below are booked as expenses:
2022

2021

Direct costs

60,603

56,119Indirect costs

9,379

8,878

OVERALL RESEARCH AND DEVELOPMENT EXPENDITURES

69,98264,997The definition of the Research and Development scope and the method for allocating indirect costs include costs of supplies andconsumables, external charges, staff costs, and amortization/depreciation.

NOTE 23 Government grants
The following subsidies were recognized on the income statement:
Type

2022

2021

Other operating revenue

Innovation aid

148

416

Other operating revenue

Employment aid

301

550

449

966

Accounting category

TOTAL

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

213

Financial statements and related notes
Consolidated financial statements and notes

NOTE 24 Related-party disclosures
24.1 Relationships with non-consolidated companies
All of the Group’s significant companies are fully consolidated. Transactions between these companies are eliminated. The total
impact of non-consolidated entities is not significant.

24.2 Compensation and benefits granted by the Group to top executives
The top executives make up the Executive Committee. They received the following benefits and compensation in thousands of euros:
2022

2021

Short-term benefits

6,896

3,185

Fixed share of total gross compensation (not including benefits in kind)

3,448

2,242

Variable share of compensation (a)

2,142

912

Benefits in kind

1,306

31

Post-employment benefit plansof which funded supplemental pension contributionsof which provisions for retirement benefits

777

733

117

118

660

615

Other long-term benefits

None

None

Termination benefits

None

None

Payment in shares

430(a) For each executive, the variable portion depends on attaining a number of personal targets in the previous year. It is adjusted according to the performance of
Guerbet or the Group in that same year and is calculated on the basis of the salary for December 2022.

In 2022, the members of the Board of Directors received €330 K in attendance fees representing the directors’ compensation for the2021 fiscal year.

NOTE 25 Off-balance-sheet commitments
2022

2021

Guarantees, sureties, and other commitments given to third parties on behalf of relatedcompanies
Guarantees and sureties given to third parties and other commitments (a)10,373

11,383

2,431

5,250

TOTAL

12,804

16,633

Commitments given(a) As of December 31, 2022, Guerbet has a commitment to subscribe to the Truffle Capital innovation investment fund for a maximum of €15 million, of which €12.8
million has already been paid.

2022

2021

Guarantees, sureties, and other commitments received from third parties on behalf of relatedcompanies
Guarantees and sureties received from third parties and other commitments (a)—152,050—
152,928

TOTAL

152,050

152,928

Commitments received(a) On March 27, 2019, Guerbet took out a €150 million revolving facility with BNP Paribas, not drawn at December 31, 2022.

In response to the requests from the US FDA to conduct various
regulatory preclinical and/or clinical studies for contrast media
already on the market (“Post Marketing Requirements”),
Guerbet S.A. signed collaboration agreements with other214

players in the contrast media sector for shared funding andorganization of the studies. The Group’s financial commitmentsin this respect amount to €9.2 million for the 2023–2028
period.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Financial statements and related notes
Consolidated financial statements and notes

NOTE 26 Earnings per share and diluted earnings per share2022

Consolidated net income, Group share

2021(41,116)

32,637

12,641,115

12,616,390(3.25)

2.59

2022

2021

Consolidated net income, Group share(41,116)

32,637

Consolidated net income after dilution(41,116)

32,637

12,641,115

12,641,115
2.58

Weighted average number of shares in the fiscal year
EARNINGS PER SHARERETROSPECTIVE PRESENTATION OF THE NUMBER OF SHARES (IAS 33.64)

Number of current shares
DILUTED NET EARNINGS PER SHARE(3.25)NOTE 27 Post-closing events
On January 11, 2023, Guerbet announced that it had
acquired a 39% stake in Intrasense, a specialist in medical
imaging software solutions, for €8.8 million and at an issue
price of €0.44 per share, representing a 34.15% premium
over Intrasense’s last share price. Following this acquisition, on
February 20, 2023, Guerbet submitted a proposed tender
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
Accurate Medical Therapeutics. Guerbet also plans to sell the
Occlugel technology acquired in 2018, comprising several
lines of microspheres for embolization uses. The impacts of thisdecision are reflected in the financial statements at
December 31, 2022.

NOTE 28 Appropriation of the 2022 result
At its meeting of March 22, 2023, the Board of Directors approved the consolidated financial statements at December 31, 2022.
These accounts will not be considered final until approved by the Annual General Meeting. The Board of Directors will propose
distribution of a gross dividend of €0.50 per share. The total dividend payout will be €6.3 million.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

215

Financial statements and related notes
Consolidated financial statements and notes

NOTE 29 Fees paid to Statutory Auditors
Deloitte & Associés
Statutory Auditor
2022

AmountCrowe HAF

Network%

AmountStatutory Auditor%

AmountNetwork%

Amount%Certification and limited half-year review of individual and consolidated financial statements• Issuer

288

38%

—

—%

185

24%

—

—%

• Fully consolidated subsidiaries

40

5%

397

53%

93

12%

446

59%

Subtotal

327

44%

397

53%

278

37%

446

59%

Services other than certification of the financial statements• Issuer (CSR work)

25

3%

—

—%

—

—%

—

—%

• Fully consolidated subsidiaries
Subtotal

—
25

—%
3%

—%
—%

—%
—%

8
8

1%
1%

27
27

4%
4%

TOTAL

352

47%

397

53%

286

38%

473

62%

Deloitte & Associés
Statutory Auditor
2021

AmountCrowe HAF

Network%

AmountStatutory Auditor%

AmountNetwork%

Amount%Certification and limited half-year review of individual and consolidated financial statements• Issuer

175

28%

—

—%

162

22%

—

—%

• Fully consolidated subsidiaries

36

6%

374

61%

112

15%

351

47%

Subtotal

212

34%

374

61%

274

37%

351

47%

Services other than certification of the financial statements

216• Issuer (CSR work)

22

4%

—

—%

—

—%

—

—%

• Fully consolidated subsidiaries
Subtotal

—
22

—%
4%

8
8

1%
1%

9
9

1%
1%

114
114

15%
15%

TOTAL

234

38%

382

62%

283

38%

465

62%

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Financial statements and related notes
Consolidated financial statements and notes

NOTE 30 List of consolidated companies
Businessregistration
number (Siren)

Parent company

Head office2022% held% controlled

2021% held% controlled

308491521 Guerbet

FranceParent company

308412434 Simafex

France100%

Parentcompany
100%340598978 Medex

France100%

100%789526555 Guerbet France

France100%

100%

A. Martins & Fernandes SARL

Portugal

100%

100%

Guerbet Laboratories Ltd.

United Kingdom

100%

100%

SA Guerbet NV

Belgium

100%

100%

Guerbet Nederland BVNetherlands

100%

100%

Guerbet SpA

Italy

100%

100%

Laboratorios Farmaceuticos Guerbet S.A.U.

Spain

100%

100%

Guerbet AG

Switzerland

100%

100%

Guerbet Ilac Tibbi Malzeme A.S

Turkey100%

100%

Lieble-Flarsheim Ireland Ltd.

Ireland

100%

100%

Guerbet Argentina Ltd.

United Kingdom

100%

100%

Guerbet Czech Rep. s.r.oCzech Republic

100%

100%

Accurate Medical Therapeutics Ltd.

Israel100%

100%

Guerbet Austria G.m.b.H

Austria

100%

100%

Guerbet Ireland Unlimited Co.

Ireland

100%

100%

Guerbet Imaging Switzerland AG

Switzerland

100%

100%

Guerbet Poland Sp. Z.o.o.

Poland100%

100%

Guerbet Sweden AB

Sweden100%

100%

Guerbet G.m.b.H

Germany

100%

100%

Guerbet South Africa Pty Ltd.

South Africa

100%

100%

Guerbet Asia Pacific Ltd.

Hong Kong

100%

100%

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

217

Financial statements and related notes
Consolidated financial statements and notes

Businessregistration
number (Siren)

218

Parent company

Head office2022% held% controlled

2021% held% controlled

Guerbet India Private Ltd.

India

100%

100%

Guerbet Japan K.K.

Japan

100%

100%

Guerbet Medical Consulting (Shanghai) Co., Ltd.

China

100%

100%

Guerbet Korea Ltd.

Korea

100%

100%

Guerbet Taiwan Co. Ltd.

Taiwan, province of China

100%

100%

Imaging Solutions Korea Ltd.

Korea

100%

100%

Guerbet Pharmaceuticals Wenzhou Co., Ltd.

China

100%

100%

Guerbet LLC

USA

100%

100%

Liebel-Flarsheim Company LLC

USA

100%

100%

Guerbet Caribbean, Inc. (Puerto Rico branch)

Puerto Rico

100%

100%

Guerbet Caribbean, Inc.

USA

100%

100%

Guerbet America

USA

100%

100%

Guerbet Produtos Radiologicos Ltda.

Brazil100%

100%

Guerbet Argentina Ltd. (branch)

Argentina

100%

100%

Guerbet Imagem Do Brasil Ltda.

Brazil100%

100%

Guerbet Chile Ltda.

Chile

100%

100%

Guerbet Mexicana S.A. de C.V.

Mexico100%

100%

Guerbet Colombia SAS

Columbia

100%

100%

Guerbet Panama S.A.

Panama100%

100%

Operadora De Insumos Para La Salud Guerbet,
S.A. de C.V.
Guerbet Imaging Panama S.A.

Mexico100%

100%

Panama100%

100%

Gestion Especializada Loro S.A. de C.V.

Mexico100%

100%

Guerbet Australia Pty Ltd.

Australia

100%

100%

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Financial statements and related notes
Statutory auditors’ report on the consolidated financial statements

6.2

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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Financial statements and related notes
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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Financial statements and related notes
Statutory auditors’ report on the consolidated financial statements

Specific verifications
We have also performed, in accordance with professional standards applicable in France, the specific verifications required by laws
and regulations of the information pertaining to the Group presented in the Board of Directors’ management report.
We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements.
We attest that the consolidated non-financial statement required by Article L. 225-102-1 of the French Commercial Code (Code decommerce) is included in Group management report, it being specified that, in accordance with the provisions of Article L. 823-10of the Code, we have verified neither the fair presentation nor the consistency with the consolidated financial statements of theinformation contained therein. This information should be reported on by an independent third party.

Other Legal and Regulatory Verifications or Information
Format of consolidated financial statements intended to be included in the annual financial report
We also verified, in accordance with professional standards for statutory audit procedures to be carried out on parent company andconsolidated financial statements presented in the single electronic reporting format, that the presentation of consolidated financial
statements intended to be included in the annual financial report referred to in section I of Article L.451-1-2 of the French Monetaryand Financial Code, prepared under the responsibility of the Chief Executive Officer, complies with the format specified inCommission Delegated Regulation (EU) 2019/815 of December 17, 2018. With regard to consolidated financial statements, ourwork includes verifying that the tagging in the statements complies with the format specified in the aforementioned regulation.
Based on our work, we conclude that the presentation of the consolidated financial statements to be included in the annual financial
report complies, in all material aspects, with the single electronic reporting format.
Due to the technical limits inherent to the macro-tagging of consolidated financial statements in accordance with the European single
electronic format, it is possible that the content of certain tags in the notes to the consolidated financial statements are not presented
in an identical manner to the accompanying consolidated financial statements.
However, it is not our responsibility to verify that the consolidated financial statements ultimately included by your Company in theannual financial report filed with the AMF correspond to those on which we performed our work.

Appointment of the Statutory Auditors
We were appointed as Statutory Auditors of Guerbet by the Annual General Meeting of May 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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Financial statements and related notes
Statutory auditors’ report on the consolidated financial statements

Responsibilities of management and those charged with governancefor the consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with
International Financial Reporting Standards as adopted by the European Union, and for such internal control as Management
determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the consolidated financial statements, Management is responsible for assessing the Company’s ability to continue as agoing concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it
is expected to liquidate the Company or to cease operations.
The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risk
management systems and where applicable, its internal audit, regarding the accounting and financial reporting procedures.
The consolidated financial statements were approved by the Board of Directors.

Statutory auditors’ responsibilities for the auditof the consolidated financial statements
Objective and audit approach
Our role is to issue a report on the consolidated financial statements. Our objective is to obtain reasonable assurance about whether
the consolidated financial statements as a whole are free from material misstatement. Reasonable assurance is a high level ofassurance but is not a guarantee that an audit conducted in accordance with professional standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in theaggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated
financial statements.
As specified in Article L. 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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Financial statements and related notes
Statutory auditors’ report on the consolidated financial statements

Report to the Audit Committee
We submit a report to the Audit Committee which includes in particular a description of the scope of the audit and the audit program
implemented, as well as the results of our audit. We also report, if any, significant deficiencies in internal control regarding theaccounting and financial reporting procedures that we have identified.
Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of mostsignificance in the audit of the consolidated financial statements of the current period and which are therefore the key audit matters,that we are required to describe in this report.
We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) No. 537/2014, confirming
our independence within the meaning of the rules applicable in France such as they are set in particular by Articles L. 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 KHAROUBI

Deloitte & Associés
Jean-François VIATGUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

223

Financial statements and related notes
Individual financial statements and notes

6.3

Individual financial statements and notes

6.3.1

Annual financial statements

6.3.1.1

Balance sheet

ASSETS
12/31/2022

Note(in thousands of €)Patents, trademarks, and similar rights
Other intangible assets
Advance payments
Total intangible assets

1

Land

12/31/2021

Net amounts

Net amounts

3

—

3

3

113,742

73,22740,51567,552

301
114,046—
73,227301
40,819357
67,912

1,554

—

1,554

1,554

Buildings

111,341

71,55139,791

39,156

Machinery and equipment

186,676

133,015

53,66048,980

Other tangible assets

18,056

14,880

3,176

3,517

Fixed assets under construction

28,552

21

28,531

31,847

Advance payments
Total tangible assets

2

187
346,367—
219,467

187
126,900

602
125,656

Controlled entities

3340,045

108,737

231,308

321,608

—

—

—

—

4/6

12,090—12,090

5,134

6

141
352,276—
108,737

141
243,539128
326,870812,688

401,431411,257

520,4385

108,716

10,42598,29275,097

793

—

793

488

Trade receivables

6

78,044

113

77,931

61,188Other operating receivables
Total operating receivables

6

164,068
242,905

15,463
15,576

148,605
227,329

116,881
178,556

Short-term investments and cash and cash equivalents
TOTAL CURRENT ASSETS

7

18,244
369,865—
29,786

18,244340,078

96,065
349,718

Prepaid expenses

6

1,363

—

1,363

1,301

—

—

—

—

8,826
1,192,742—
427,4318,826
765,311

6,006
877,463

Receivables from controlled entities
Loans
Other financial assets
Total financial assets
TOTAL CAPITAL ASSETSInventories
Advance payments

Expenses to be spread over several years
Translation adjustments
TOTAL ASSETS

224

Gross
amounts

Amortization &depreciation/
Provisions

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Financial statements and related notes
Individual financial statements and notes

EQUITY & LIABILITIES
12/31/2022

12/31/2021

Share capital

12,641

12,641

Share premiums

12,228

12,228

Statutory reserve

1,264

1,260

Note

(in thousands of €)Other reserves

52,01552,015Retained earnings
Fiscal year result

110,851(77,407)103,232
18,356

Net position

111,592

199,732

Special tax-allowance reserves
TOTAL SHAREHOLDERS’ EQUITY

9861,604
173,197

64,804
264,535

Provisions for liabilities and charges

10

34,54729,433

Contingent advances
Other equity

11

10,082
10,082

9,983
9,983

Bank loans other than current banking facilities

275,218

300,167

Current banking facilities and credit balances

36

22

Other miscellaneous borrowings and financial liabilities
Total financial liabilities

512
275,766794
300,983

Trade payables

90,22981,639Tax and social security payable

41,682

34,487

Amounts payable on fixed assets

6,358

24,691

125,746
264,015

125,147
265,963

Other creditors
Total operating and miscellaneous liabilities
TOTAL LIABILITIES

12

539,781566,946

Deferred income

12

377

293

7,328
765,3116,274
877,463

Translation adjustments
TOTAL EQUITY & LIABILITIESGUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

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Financial statements and related notes
Individual financial statements and notes

6.3.1.2

Income statementNote(in thousands of €)Products sold in France

105,814

107,989

Products sold outside France
Revenue from products

353,599
459,412356,944464,933

Various products and services

22,702

4,056

Rights and royalties

8,000

—

Capitalized production

2,894

2,925

Provision reversals

13,678

8,007

Expense transfers

842

1,446

Operating subsidies

407

966

Other income
TOTAL OPERATING INCOME

2,800
510,736

1,648
483,981

Purchases of merchandise, raw materials and other supplies held in inventory(249,093)(216,465)+ beginning inventories(85,626)(95,769)- ending inventories
Consumed during the year

108,716(226,003)

85,626(226,608)

Purchases not held in inventory, other services, and external charges(112,883)(110,408)

14

Taxes and similar payments(5,944)(6,057)(96,609)(97,737)

Depreciation & amortization(24,327)(23,281)

Provisions(14,832)(9,362)Other expenses and impairment
TOTAL OPERATING EXPENSES(10,365)(490,963)(4,251)(477,704)

19,773

6,277

Staff costs

15

OPERATING RESULT
Provision reversals, impairment, and expense transfers

4,716

8,256

Interest and similar income

30,777

11,351

Foreign exchange gains
TOTAL FINANCIAL INCOME

3,868
39,361

4,210
23,817

Depreciation, amortization, impairment and provisions(102,480)(18,189)

Interest and similar expenses(6,039)(4,707)

Foreign exchange losses(1,150)

(994)

(138)
(109,807)—(23,889)(70,445)(72)(50,672)

6,205

Net expenses on disposals of short-term investments
TOTAL FINANCE COSTSFINANCIAL RESULT16

CURRENT RESULT BEFORE TAXES
Non-recurring income from non-capital transactions

254

64

Non-recurring income from capital transactions

26

513

Reversals of amortization and depreciation, provisions and expense transfers
TOTAL NON-RECURRING INCOME

10,412
10,692

10,235
10,812

Expenses on non-capital transactions(2,816)(418)

Expenses on capital transactions

(804)

(657)

(30,592)(34,212)(4,394)(5,468)17(23,520)

5,344

(527)

(485)

18

(2,687)(77,407)

7,292
18,356

Depreciation, amortization, and provisions
TOTAL NON-RECURRING EXPENSES
NON-RECURRING RESULT
Employee profit sharing
Income tax
FISCAL YEAR RESULT

226

2022 2021

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Financial statements and related notes
Individual financial statements and notes

6.3.2

Notes to the annual financial statements

The figures presented in these notes are expressed in thousands of euros, unless otherwise indicated.

Introduction

War in Ukraine

The balance sheet is drawn up before appropriation of
earnings. Therefore, the dividends proposed at the General
Meeting do not appear in liabilities.

Guerbet’s exposure to the Russian-Ukrainian conflict remains
unchanged since the closing at December 31, 2021. The
Company has no direct interests in Ukraine or in conflict zones.
The situation in Ukraine has limited effects on its operations andfinancial performance.

Significant events
FDA approval for Elucirem™

Accounting policies

In September 2022, Guerbet obtained approval from the US
Food and Drug Administration (FDA) for the market release of
Elucirem™ (gadopiclenol), a gadolinium-based macrocyclic
contrast agent (GBCA), for use in contrast-enhanced magnetic
resonance imaging (MRI).

The financial statements are prepared in accordance with theaccounting rules and principles generally accepted in France inaccordance with the provisions of the French generalaccounting principles (PCG), which correspond to ANC
Regulation 2014-03, updated with all the regulations that havesubsequently amended it.

The dossier has also been submitted to the European
Medicines Agency and is currently under review.

Termination of partnership with Merative (formerly
IBM Watson Health)
In October 2022, Merative (formerly IBM Watson Health)unilaterally and immediately terminated its collaboration with
Guerbet. In particular, the negotiation that followed allowed
Guerbet to regain full ownership of assets developed by thepartnership such as application software source codes andalgorithms. In connection with this termination, Guerbet
received a settlement payment of €4 million recognized on theincome statement under “Miscellaneous services and products”.

Gradual exit from the Turkish market
In November 2022, Guerbet decided to terminate its activities
in Turkey because of the complexity of the market and thecountry’s economic situation. The subsidiary is being
liquidated. In the individual financial statements at
December 31, 2022, the company’s shares were 100%
impaired (€2.1 million).

Tax audit
Guerbet is undergoing a tax audit for the years 2018 to2020. Certain items are undergoing reassessment and areunder discussion with the tax authorities.
The impact of the tax audit on Guerbet’s financial statements at
December 31, 2022, is a tax liability of €7.7 million and aprovision for liabilities and charges of €6 million.

a)

Estimates and judgments

When preparing its financial statements, the Company must
make estimates and assumptions which affect the book value of
items in assets and liabilities, income and expenses, and theinformation provided in certain appended notes.
Management evaluates these estimates and assessments
continually based on past experience and on various otherfactors judged to be reasonable, which constitute the basis forthese assessments.
Actual future results may differ significantly from these estimatesaccording to different conditions or assumptions.
The main significant estimates made by Guerbet’s
Management relate primarily to valuation of equity interests.

b) Intangible assets
Patents and Marketing Authorizations (MAs)
Patents are recognized at their acquisition cost. Costs relating
to patents and MAs are recognized as expenses. Patents areamortized on a straight-line basis over their useful lives.

Trademarks
Trademarks acquired are recognized at their acquisition cost.
In accordance with PCG 212-3, expenses for filing andrenewing trademarks are recognized as expenses for the year
in which they are incurred. No amortization is applied to
trademarks.

Research and development costs

Economic disruptions
Inflationary pressures have mainly affected supply costs, suchas iodine. Guerbet maintains its policy of cost control and has
managed to limit the increase in energy prices through its
existing purchasing policies and contracts.

Costs incurred during the research phase are recognized as
expenses. Costs incurred during the development phase arerecognized as intangible assets only if all of the following
criteria can be demonstrated:• the technical feasibility necessary to complete the intangible
asset for commissioning or sale;

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Financial statements and related notes
Individual financial statements and notes• the intention to complete the intangible asset and use or
sell it;• the ability to use or sell the intangible asset;• how the intangible asset will generate likely future economic
benefits;• the availability of appropriate technical, financial, and otherresources to complete the development and use or sell theintangible asset; and• the ability to reliably measure the expenditures attributable tothe intangible asset during its development.
Because of the risks and uncertainties linked to regulatory
authorizations, the Company considers that contrast media
costs incurred before obtaining Marketing Authorization (MA)do not meet the above criteria. These development costs are
therefore recorded as expenses in the year in which they are
incurred. Furthermore, costs incurred after obtaining the MA are
generally sales costs that cannot be capitalized. Under Post
Marketing Requirements (PMR) in the United States, additional
studies may be requested after an authorization is obtained. Inthat case, the costs associated with those studies meet thecriteria for recognition as fixed assets (see Note 1 for details).
Research tax credits are classified as tax deductions.

Other intangible assets
Other intangible assets mainly consist of software. This softwareis amortized over three years. With the possibility ofamortization over 12 months offered by the tax legislation forsoftware, accelerated amortization was recognized. This
represents the share of additional amortization compared withconventional amortization. This exceptional amortization over a
12-month period is no longer possible on new acquisitions
since January 1, 2017.

d)Financial assets

Equity investments are recognized at their acquisition cost. They
may be written down based on their inventory value. The
methods used to measure this inventory value are based on theshare of net assets of subsidiaries, discounted future cash flows
or a reference method. When the inventory value falls below
the net book value, an impairment loss is recorded for thedifference.
For Truffle Capital, the value in use corresponds to the fund’s
net asset value.
The acquisition costs of equity investments are recognizeddirectly on the income statement.
Other financial assets are listed on the balance sheet at theiracquisition cost or at their inventory value if that is lower.

e)Loans and advances granted to subsidiaries

Loans and advances granted to subsidiaries are recognized attheir nominal value and may be written down according to therisks affecting their recoverability.

f)

Inventories and work in progress

However, the SAP enterprise resource planning system must be
distinguished from other software. The Company has decided
to capitalize the internal staff costs directly associated with the
project. The software package is amortized over a 10-year
period.

Inventories of raw materials and other supplies are measured
using the weighted average cost method. Inventories of
products in progress and finished products are measured atcost including direct and indirect production costs, andexcluding administrative, financial and sales costs. An
impairment provision is created according to inventory turnoverrates, use-by dates, and any quality problems.

c)g)Tangible assets

These assets are recognized at their acquisition cost.
Depreciation is calculated over their useful lifespan using thestraight-line method, which on average corresponds to thefollowing durations:• Buildings: 10 to 20 years;• Improvements, fittings: 10 years;• Plant, machinery, and equipment: 5 to 10 years;• Other tangible assets: 3 to 15 years.

228

For all acquisitions prior to December 31, 1997, and starting
again from January 1, 2002, all of the possibilities provided
for by the tax legislation in terms of declining balance andexceptional depreciation are used. The declining-balancemethod is considered to be accelerated compared withstraight-line depreciation. Tangible assets may be subject toimpairment charges depending on how they are used by
Guerbet.

Trade receivables

Trade receivables are assessed at nominal value. They are
written down, where applicable, according to the risk of nonrecovery.

h)Short-term investments

Short-term investments are valued at their acquisition cost.
When the inventory value of these securities, determined on thebasis of their likely sale value, i.e. their liquidation value at theend of the year, is less than their acquisition cost, a provision
for impairment is set aside for the amount of the difference. No
allocation for impairment is recognized on treasury sharesintended to be allocated free of charge to employees. The
related benefit is funded in the provisions for liabilities andcharges in accordance with the French general accounting
principles (PCG).

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Financial statements and related notes
Individual financial statements and notesi)Borrowingsn)

Borrowing costs are recognized directly on the income
statement. The Company has not opted to spread out the costs.

j)Financial instruments

Premiums paid in relation to interest rate options arerecognized in the assets section of the balance sheet uponacquisition of the option and carried over to the income
statement prorata temporis over the life of the contract.
Provisions are made for any costs of interest rate fluctuations. To
manage its exposure to interest-rate and currency risk due to its
industrial and commercial activity, Guerbet S.A. uses financial
instruments that are listed on organized markets. The
Company’s policy is to never trade on markets for speculative
purposes.

k)

Foreign currency translation

Guerbet S.A. centralizes management of currency risk for its
French subsidiaries. Debts and receivables listed in currencies
outside of the euro zone are converted at the rates prevailing at
December 31. Unrealized foreign exchange gains or losses
arising from this are booked on the balance sheet as translation
adjustments. Guerbet S.A. hedges its currency risks with forex
futures or options. Any provisions for foreign exchange loss takethese hedges into account. Income from currency option trading
is recognized at the option strike date to the extent that theoptions hedge commercial operations after the end of the year.
The premium paid is recognized as an asset on the balance
sheet until the option expires.
Since January 1, 2017, the date of application of ANC
Regulation 2015-05, a distinction has been made between
commercial transactions and financial transactions in foreign
currencies.
The exchange loss on commercial transactions is presented inoperating income under purchases not held in inventory, otherservices, and external charges, while the exchange gain ispresented in other income.

l)Special tax-allowance reserves

According to statutory requirements, special tax-allowance
reserves include provisions for accelerated depreciation.

Retirement benefit obligations

Retirement benefit obligations are recognized in provisions forliabilities. For defined-benefit pension plans, the cost of benefits
is estimated using the projected unit credit method. This consistsof basing the calculation on the compensation that will be paid
to employees as of their likely retirement date, taking into
account age structure, employee turnover rate and survival rateusing official tables by age group. The amounts obtained arerevalued according to inflation and promotion scenarios andthen discounted to take into account the date on which thesebenefits will actually be paid. When the calculation
assumptions are revised, the resulting actuarial gains and losses
are fully carried over into the result. These valuations are madeonce a year, for all pension plans. The method used for the
allocation of benefit entitlements is on a straight-line basis fromthe date on which each year of service counts toward thevesting of the benefit entitlements.

o)

Revenue

Revenue is recognized when there is a transfer to the purchaserof the benefits and risks relating to ownership of the goods.

p)Operating subsidies

Guerbet S.A. recognizes a subsidy in its individual financial
statements as accrued income upon obtaining approval fromthe funding agency.

q)

Allocation of free shares

As indicated in the PCG, expenses relating to free shareallocations are presented in costs through an expense transfer
account. As indicated in the PCG, the provision recognized ateach close changes based on, among other things, the likely
cost of purchase, the number of shares to be allocated basedon employee turnover, and changes in the value of the shareand the services rendered. The applied employee turnover rateis 2.06%. This provision is recognized on a straight-line basis
over the vesting period for free share allocations to employeesof Guerbet S.A.
Expenses relating to free share allocations to employees who
are members of the Guerbet group but are not part of Guerbet
S.A. are not recognized on a straight-line basis and arecharged back to the subsidiaries.

Accelerated depreciation and amortization are calculated
according to the methods detailed in b) and in c) for intangible
and tangible assets.

m) Provisions for liabilities and charges
Provisions for liabilities and charges recognized correspond to
liabilities meeting the following criteria:• the amount or the maturity date is not set precisely;• the economic impact is negative for the Company. Thismeans that this liability is analyzed as an obligation of theCompany to a third party, which will probably or certainly
lead to an outflow of resources to said third party, with nocompensation at least equivalent expected in return.

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229

Financial statements and related notes
Individual financial statements and notes

Summary of notes

230

NOTE 1Intangible assets

231

NOTE 2

Tangible assets

232

NOTE 3

Investments

232

NOTE 4

Loans

233

NOTE 5Inventories

233

NOTE 6

Receivables by due date

233

NOTE 7

Short-term investments and cash equivalents

234

NOTE 8

Shareholders’ equity

234

NOTE 9Special tax-allowance reserves

234

NOTE 10 Provisions for liabilities and charges

235

NOTE 11 Contingent advances

235

NOTE 12 Payables by due date

236

NOTE 13 Accrued income and expenses

236

NOTE 14 Revenue

237

NOTE 15 Staff costs

237

NOTE 16 Financial result

237

NOTE 17 Non-recurring result

238

NOTE 18 Income tax

238

NOTE 19 Deferred tax position

239

NOTE 20 Impact of the application of tax statutes on the fiscal year
result239

NOTE 21 Related companies

239

NOTE 22 Free share allocation plan

240

NOTE 23 Items that could generate market risk

241

NOTE 24 Compensation allocated to company officers

241

NOTE 25 Average workforce during the year

241

NOTE 26 Off-balance sheet commitments

241

NOTE 27 Other information

242

NOTE 28 Post-closing events

242

NOTE 29 Subsidiaries and controlled entities

243

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Financial statements and related notes
Individual financial statements and notes

NOTE 1Intangible assets
12/31/2021

2022
(a)
increases2022(b)decreases

12/31/2022

3

—

—

3

Other intangible assets

74,0336,646(2,743)77,936

Fixed assets under construction

36,032—(226)

35,806

Advance payments
Gross values

357
110,425

—
6,646

(56)
(3,025)

301
114,046

Depreciation & amortization(42,513)(9,553)

2,736(49,330)—
67,912(23,897)(26,804)—(289)(23,897)
40,819Concessions, patents and similar rights(c)

Impairment
NET VALUES(a) The increases in intangible assets mainly include €4.5 million in IT investments (of which €2.5 million for SAP) as well as €1.8 million in capitalized R&D project
costs.
(b) Decreases in intangible assets are related to an inventory conducted in 2022 and the disposal of licenses, software, and IT developments.
(c) Following the unilateral termination of the partnership by Merative (formerly IBM Watson) in October 2022 and the strategic refocusing as announced in
January 2023, impairment losses of €23.9 million were recognized for IBM Watson and Occlugel assets at December 31, 2022.

Capitalization of preclinical and clinical studies requiredby the US Food and Drug Administration
In December 2017, Guerbet LLC received a request from the
FDA (Food and Drug Administration) to conduct two preclinicalstudies and a clinical study for Dotarem®, a product also
marketed in the United States, for which approval was
obtained in 2013.
These studies are part of the Post Marketing Requirements (PMR)
governed by section 505(o) of the FDCA (Federal Food, Drug,and Cosmetic Act). They are mandatory, but the result does notcall into question the sale of the products in the US market.
According to the FDA, “the results from completed studies

provide additional information that can lead to safety labelingchanges, support expanded use of a drug, or alleviate
concerns about a potential drug risk.”
Under Group rules, the costs relating to preclinical and clinicalstudies incurred after an authorization is obtained meet thecriteria for recognition as capital assets.
At December 31, 2022, €1.8 million was capitalized forpreclinical studies, and €2.6 million for the clinical study of the
PMRs for Dotarem®.

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Financial statements and related notes
Individual financial statements and notes

NOTE 2

Tangible assets
12/31/2021

2022
(a)
increases2022(b)decreases

12/31/2022

1,554

—

—

1,554

Buildings

108,921

5,606(3,186)111,341

Plant, machinery and equipment

181,707

13,680(8,711)

186,676

Other tangible assets

18,511699(1,154)18,056

Fixed assets under construction

31,847—(3,295)28,552

Advance payments
Gross values

602
343,142—
19,985(415)(16,761)187
346,367

Depreciation & amortization(217,486)(14,773)

12,813(219,446)

Impairments
NET VALUES—
125,656

(21)
5,191

—
(3,948)(21)
126,900

Land(a) The €20 million increase in the gross value of tangible assets in 2022 is mainly due to investments for the production plants (€13.1 million for the Lanester plant and€6.8 million for the Aulnay-sous-Bois plant).
(b) The decreases in tangible assets relate to inventories carried out at the Aulnay-sous-Bois, Lanester, and Villepinte plants.

NOTE 3

Investments
12/31/2021

Gross value of equity investments at December 31
(b)

(a)

Impairment of equity investments
NET VALUE OF EQUITY INVESTMENTS AT DECEMBER 31

2022 Increases 2022 Decreases

12/31/2022

351,960

3,075(14,990)

340,045(30,352)
321,608(78,864)(75,789)480(14,510)(108,737)
231,308(a) The change in “Increases” is mainly explained by the €3 million increase in Guerbet S.A.’s stake in Truffle Capital.
(b) Additional impairments on equity investments mainly concern the subsidiaries Accurate Medical Therapeutics and Guerbet Ireland.

These amounts correspond to investments held as of December 31. Detailed financial information for each subsidiary and othercontrolled entities is provided in Note 29, “Subsidiaries and controlled entities.” Allocations and reversals for impairment of equity
investments are recognized in financial income.

232

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Financial statements and related notes
Individual financial statements and notes

NOTE 4

Loans
2022

2021

19

24

12,071

5,111

2022

2021

Gross amount

23,502

17,949Impairments
Net amount(17)
23,485(17)
17,932Gross amount

62,05744,848

Impairments
Net amount(10,162)
51,896(10,293)
34,555Gross amount

23,157

22,829Impairments
Net amount(246)
22,912(218)
22,611TOTAL NET AMOUNT

98,29275,097Loans to staff
Other loans(a)(a) Including a loan to Imaging Solutions Korea for €3.8 million and a loan to Guerbet Asia Pacific for €7.8 million.

NOTE 5Inventories

Raw materials and supplies

Intermediate and finished products

Goods

An inventory reduction plan initiated by the Group in 2019 to reduce inventory levels continues. In 2022, the increase in inventories is explained not only by the Raleighproduction difficulties associated with the decrease in customer demand in the final quarter, but also by the increase in lead times due to an international shortage of
certain materials and tensions on international transport. The inventory reduction action plan was therefore revised as part of our five-year plan, but it still focuses on
adjusting plant production plans, optimizing production plant lead times, and reducing reserve inventories, while taking into account the launch of our new productElucirem™ in the various markets.

NOTE 6

Receivables by due date
2022
Gross amounts

Receivables from controlled entities
Loans
Other financial assets
Bad or doubtful debts
Other trade receivables (a)StaffSocial security and related liabilities

2021

Up to 1 year More than 1 year

—

—

—

—

12,090220

11,870

5,134

141

—

141

128

1

1

—

2

78,04378,043—

61,237

—

—

—

5

114

114

—

112

State: income tax (b)23,996

8,190

15,806

17,547

State: value-added tax

6,383

6,383

—

6,642

361

361

—

760

Group and associates

119,678

119,678—

86,561

Miscellaneous debtors

13,534

13,534—

5,253

Prepaid expenses
TOTAL

1,363
255,703

1,363
227,886—
27,817

1,301
184,683

State: miscellaneous receivables(a) Including an increase in receivables from foreign customers of €2.3 million and group invoices to be issued of €16 million.
(b) Including the research tax credit (CIR) for a total of €15.8 million (€6.2 million in 2020, €4.8 million in 2021, €4.7 million in 2022).

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

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Financial statements and related notes
Individual financial statements and notes

NOTE 7

Short-term investments and cash equivalents

Short-term investments consist of 21,143 treasury shares with anominal value of €1 representing a total gross value of€363 K, four financial investments in SICAV shares with avalue of €92 K, and cash and cash equivalents for€17.8 million.
Part of the treasury shares is intended for the allocation of freeshares, and the other part relates to the liquidity contract
established in March 2022 with Exane BNP Paribas. The aimof this contract is to promote the liquidity of transactions andNOTE 8regular trading in the shares and to avoid price differences thatare not justified by market trends. At the start of trading,
Guerbet S.A. allocated €600 K in cash for implementation of
the contract.
Guerbet S.A. did not buy back any shares in 2022 to
distribute free shares. Under the liquidity contract, 21,140
were acquired during the fiscal year and appear in the liquidity
account at December 31, 2022.

Shareholders’ equity
2022

2021

Beginning shareholders’ equity

264,535

259,913

Dividends paid

(10,745)(8,822)

Dividends carried forward (relating to treasury shares)

13

8

Increase in share capital and additional paid-in capital—

876

Change in pension provision method

—

3,045

Fiscal year result(77,407)

18,356

Special tax-allowance reserves
ENDING SHAREHOLDERS’ EQUITY(3,199)173,197(5,841)
264,535
2022

Number of shares at the beginning of the year

12,641,115

Creation of shares through exercise of stock options
ENDING NUMBER OF SHARES—
12,641,115

NOTE 9Special tax-allowance reserves

Provisions for accelerated
depreciation
TOTAL

234

12/31/2020

2021
allocations

70,64570,645

4,394
4,394

2021
reversals 12/31/2021

10,235
10,2352022
allocations

64,80464,804GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

6,673
6,673

2022
reversals 12/31/2022

9,872
9,872

61,60461,604

Financial statements and related notes
Individual financial statements and notes

NOTE 10 Provisions for liabilities and charges
2021
reversals(provision
12/31/
2021
used/2020 allocations reclassified)

Retirement benefits(operating) (a)22,977
Operatingcurrency risk (b)1,845Financial currency
risk (b)
6,462
Other
(operating) (c)1,871Other (financial) (d)TOTAL—
33,1552021
reversals(provision Change of
not used)method2,078(1,496)(1,265)1,770(1,845)

—

—

4,236

(6,462)

—

2,156

(992)

—

1,141
11,381—(10,795)—(1,265)2022
reversals(provision
12/31/
2022
used/
2021 allocations reclassified)(3,045) 19,250

2022
reversals(provision
not used)

12/31/
2022

2,089(1,308)(4,739) 15,292

1,770

1,822

(1,770)

—

1,822

—

4,236

7,004

(4,236)

—

7,004

—

3,035

1,183

(2,128)—2,090— 1,141(3,045) 29,432

7,198
19,296—(9,442)—(4,739)8,339
34,547(a) Retirement benefits:
The Company has no obligations in terms of pensions, supplemental pensions, or similar benefits with the exception of a supplemental pensions obligation to its
officers. The calculation of the retirement benefits provision assumes that all retirements will be voluntary. The retirement benefits provision did not cover company
officers at December 31, 2022.
The main actuarial assumptions applied to assess the retirement benefits provision are as follows:
Discount rate:
The discount rate used at December 31, 2022, is 4%.
Turnover rate:
The employee turnover rate is established from statistics and according to analysis factors such as the employee’s status and age, where relevant.
Wage growth rate:
The wage growth rate used to calculate the liability at December 31, 2022, is 2.8%.
Social security charge rate:
The social security rate used at December 31, 2022, is 49.80%.
Mortality rate:
The tables used for mainland France are TH 00–02 and TF 00–02 (adjusted).
Inflation rate:
The inflation rate used at December 31, 2022, is 2%.
(b) Currency risk:
In accordance with regulation 2015-05, the provision for foreign exchange loss distinguishes between commercial transactions and financial transactions in foreign
currencies.
Commercial transactions: €1.8 million.
Financial transactions: €7 million.
(c) Other (operating): including a €651 K provision for free shares allocated to employees and a €59 K provision for commercial disputes.
(d) Other (financial): including a €6 million supplementary tax assessment provision and a €2.3 million OSEO contract provision (see details in Note 11 below).

Contingent liabilities
In the absence of sufficient evidence of having reached the thresholds for triggering the payment of a potential additional bonus of€10.5 million after 2030 as provided for in the amendment to the OSEO contract (see details in Note 11 below), this bonus isconsidered a contingent liability.

NOTE 11 Contingent advances
In December 2008, the request for aid for the French-German“Iseult” research project, filed with OSEO, was approved by
the European Commission. Financing was obtained for the
incurred expenditures: 39% in the form of reimbursable
advances and 61% in the form of grants.

An amendment to the contract was signed in June 2020 torevise the conditions for reaching the final milestones and thepayment of the associated aid, but also to modify the terms on
financial returns in the event that a product resulting from the
project is released on the market.
At December 31, 2022, €10 million in repayable advances
received from 2008 to 2020 with respect to this aid
agreement are recorded on the balance sheet under“Contingent advances”. In addition, a provision for expenses
for the repayment premium of €8 million provided for in thecontract has been set up on a linear basis since 2021(€1.1 million per year).

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

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Financial statements and related notes
Individual financial statements and notes

NOTE 12 Payables by due date2022

Current banking facilities and credit balances
Loans and liabilities with credit institutions other thancurrent banking facilities (a)Borrowings and other financial liabilities
Trade payables(b)

Staff and related accounts (c)GrossamountWithin 1
year

36

36

275,218

25,218512

2021
Between 1
and
5 years

More than
5 years Gross amount—22

250,000—

300,167

497

—

15

794

90,22990,229——81,63920,26820,268—25,813Social security and related liabilities

7,295

7,295

—

—

7,666

State: income tax (d)10,68910,689

—

—

—

1

1

—

—

147

3,428

3,428

—

—

861

State: VAT
State: other taxes and similar payments
Amounts payable on fixed assets

(e)

6,358

6,358

Group and associates

101,999

101,999——

100,501

Other creditors

23,747

23,747——

24,646

Deferred income
TOTAL

377
540,158377
290,142—250,000—15

293
567,240

(a)
(b)
(c)
(d)
(e)

24,691

Including €250 million due in March 2024 for which refinancing requests have been initiated.
This change is mainly due to the increase in group invoices not yet received of €10 million.
This change is mainly due to the decrease in profit sharing and bonuses.
Including €5.7 million in corporate taxes for 2022 and €4.9 million in tax adjustments.
The change is explained by the €15 million adjustment of the Accurate Medical Therapeutics earnout debt following the Group’s announcement in January 2023 of
its withdrawal from the microcatheter activities housed within Accurate Medical Therapeutics in return for the value of the shares.

NOTE 13 Accrued income and expenses
2022

2021

—

—

Accrued income
Receivables from controlled entities
Trade receivables(a)24,035

5,380

Other receivables

3,983

4,539

Banks and financial institutions
TOTAL—
28,018—
9,919

Accrued expenses
Borrowings and financial liabilities
Trade payables (b)Debt on fixed assets

167
46,539——Tax and social security payables (c)21,16727,432Other creditors

22,92823,446

Accrued overdraft interest
TOTAL

36
101,02822
97,606(a) This change is due to the increase in invoices to be issued to the subsidiaries.
(b) Mainly including outstanding invoices relating to transfer pricing adjustments for a total of €10 million.
(c) The decrease in “Tax and social security payables” is due to the decrease in profit sharing and bonuses.

236

218
56,679GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Financial statements and related notes
Individual financial statements and notes

NOTE 14 Revenue
Revenue by geographic region
2022

2021

France and overseas departments and territories

105,814

107,989

Europe excluding France
Europe including France

131,655
237,469

140,845
248,834

Asia

101,152

102,907

Latin America

28,721

24,587

North America

66,412

66,102Other countries
TOTAL

25,658459,41222,502464,932

2022

2021

X-Ray

246,934

251,752MRITOTAL DIAGNOSTIC IMAGING

152,953
399,886

142,418
394,170

INTERVENTIONAL IMAGING

59,52670,763

TOTAL

459,412464,932

Revenue by product range

NOTE 15 Staff costs
2022

2021

Salaries and wages(64,216)(66,556)

Social security charges
TOTAL(32,394)(96,609)(31,182)(97,737)

2022

2021

27,897

7,542(3,159)(899)

NOTE 16 Financial result
Dividends(a)

Net interest (b)Foreign exchange result

2,719

3,216

Net provision for equity investments (c)(78,384)(11,017)

Other (d)TOTAL

(19,518)(70,445)

1,085
(72)

(a)
(b)
(c)
(d)

Including dividends received from Guerbet GmbH for €15.4 million and Guerbet Ireland for €5 million.
Including an increase in interest on borrowed funds of €300 K, net interest on current accounts of €200 K, and interest on swaps of €652 K.
This change is mainly due to the €74 million provision for Guerbet Ireland and Accurate Medical Therapeutics.
Including €4.2 million in reversals, €7 million in allocations to provisions for liabilities and charges, and current account impairment of €15 million.

In accordance with ANC Regulation 2015-05, the foreign exchange result of commercial transactions is presented in operating
income under “Other expenses” for €5.7 million and “Other income” for €2.5 million in 2022.

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237

Financial statements and related notes
Individual financial statements and notes

NOTE 17 Non-recurring result
2022

2021

(20,180)

5,841

Net book value on disposals of fixed assets

(265)

(657)

Expenses on free shares

(539)

—

Net income/(expense) on provisions and special tax-allowance reserves(a)Proceeds from disposals of fixed assets
Other (b)
TOTAL

26

513

(2,561)(23,520)

(353)
5,344

(a) Including impairments of IBM Watson and Occlugel assets for €23.9 million.
(b) Including €2.2 million in additional tax assessments.

NOTE 18 Income tax
The Group has opted for tax consolidation since 1988. The
following companies have historically been included in the tax
consolidation scope: Guerbet S.A. (parent company and headof the tax consolidation group) and Simafex. Starting in the2014 fiscal year, Medex and Guerbet France entered thescope of tax consolidation. In accounting terms, tax expenses
are borne by the consolidated companies (subsidiaries andparent company) as they would be without tax consolidation.
Loss-related income from taxes is kept by the parent company.
Savings by the tax consolidation group that are not linked tolosses (corrections relating to certain intra-group transactions)
are kept by the parent company and recognized as income.
Tax credits for research, apprenticeships, family benefits, andemployment competitiveness are reallocated to the companies
that generated them. Tax savings resulting from tax losses ofsubsidiaries will be reallocated to them and applied against
future taxable profits. The overall taxable profit at the standard
rate of the tax consolidation group for 2022 was€22.7 million after deducting €6.8 million in losses. The tax
expense for the tax consolidation group was €3.2 million after
deducting tax credits, including the 2022 research tax credit of€4.7 million.
The tax expense or income appearing on the income statement
breaks down as follows:

2022

2021

Group tax income (or expense)

(991)

2,585

Tax expense from consolidated subsidiaries

1,946

1,877

Tax savings reallocated to consolidated subsidiaries(1,404)(1,011)Other tax income (a)TAX INCOME (OR EXPENSE) FOR THE GROUP PARENT COMPANY(2,239)(2,687)

3,841
7,292

2022

2021

(2,116)

8,053

(667)

(841)

96
(2,687)807,292(a) Including €2.2 million in tax adjustments.

Tax income (or expense) for the Group parent company breaks down as follows:

Corporate tax on current result
Corporate tax on non-recurring result
Other tax expenses
TAX INCOME (OR EXPENSE) FOR THE GROUP PARENT COMPANY

Non-deductible expenses referred to in Article 39-4 of the French general tax code
For the 2022 fiscal year, Guerbet S.A.’s expenses of this type pertain to the depreciation of passenger cars for €235 K.

238

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Financial statements and related notes
Individual financial statements and notes

NOTE 19 Deferred tax position
Guerbet S.A.’s deferred tax position was calculated on thebasis of tax consolidation starting in the 1988 fiscal year. As aresult, prepaid taxes resulting from the time lag between therecognition of certain income and expenses and theirincorporation into taxable income and taxes payable on equity
items (special tax-allowance reserves) were determined for all
tax-consolidated companies.
2022

2021

Net deferred taxes from temporary differences (prepaid taxes)

14,604

8,734

Deferred taxes on shareholders’ equity (taxes due)

18,756

19,396

These deferred taxes were calculated at forecast future rates based on the 2022 Finance Act, increased by the social contribution.

NOTE 20 Impact of the application of tax statutes on the fiscal year
resultIn order to take advantage of certain tax provisions, the Company must recognize some entries on the income statement (nonrecurring income) that do not have the status of accounting income or expenses.
2022

2021

(74,719)

11,064

Net special tax-allowance reserves and accelerated amortization and depreciation(3,199)5,841

Adjusted pre-tax result(71,520)

5,223

Pre-tax result

NOTE 21 Related companies
All significant transactions with related parties and liable to come within the scope of Article R. 123–198 of the French commercial
code relate to wholly owned subsidiaries.
Transactions are entered into with related parties under normal market conditions.

Write-offs granted to related companies and implemented during
the 2022 fiscal year
N/A.

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Financial statements and related notes
Individual financial statements and notes

NOTE 22 Free share allocation plan
Following the implementation of free share allocation plan 2 in2016, which ended in 2018, the Board of Directors approveda third share allocation plan on March 26, 2019, intended forcertain employees and officers of Guerbet and its French andforeign subsidiaries.

On March 21, 2021, the Board of Directors approved afourth free share allocation plan for certain employees andofficers of Guerbet and its French and foreign subsidiaries. On
September 21, 2022, the Board of Directors approved a new
free share allocation plan (Plan 5).
The main assumptions applied for the share award plans ineffect at December 31, 2022, are as follows:
Plan 4

Plan 5Grant date

05/01/2021

09/22/2022

Vesting date

05/01/2024

09/22/2025

Vesting period

3 years

3 years

Price on grant date

33.70

17.50

Anticipated dividend rate

1.28%

2%

Risk-free rate

(0.59%)

1.50%

37%

37%

Volatility
Employee turnover rate
Probability of fulfilling the performance
conditions

2.06%

2.06%

According to theMonte Carlo model

According to theMonte Carlo model

Plan 3 was closed on July 1, 2022. For Plan 4, there are 41,400 free shares pending allocation. Regarding Plan 5, 89,219 shareswere allocated. In accordance with the regulations of Plan 5, performance shares can be allocated until September 23, 2023.
Details as of December 31, 2022, are as follows:

Plan type

AGAP (plan 3)
Number of active sharesat 12/31/2022

Number of
instruments
initially granted

Number ofvestedinstruments

47,55011,877

Grant date

End of vesting
period (subject
to presence)

Vesting periodin yearsCommitment by
plan

2019

2022

3

—

2021

2024

3

€1,170 K

2022

2025

3

€1,162 K—

AGAP (plan 4)

48,060

Number of active sharesat 12/31/2022

41,400

AGAP (plan 5)

89,219Number of active sharesat 12/31/2022

89,219The total commitment since the first share allocation plan (dated September 28, 2016) was valued using the Monte Carlo modelwith the Black & Scholes formula.
Under these plans, a €651 K allocation to provisions was booked for shares remaining to be allocated as of December 31, 2022.

240

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Financial statements and related notes
Individual financial statements and notes

NOTE 23 Items that could generate market risk
Currency risk
The majority of Guerbet’s accounting currency risk relates to thefinancing of various subsidiaries in their functional currency aswell as intra-group flows mostly denominated in the functional

currency of the subsidiaries. The most significant amounts are in
USD (€48 million), JPY (€23 million), KRW (€10 million), andHKD (€6 million).

Interest rate risk
In March 2019, the choice was made to hedge tranche B of
the syndicated credit facility for €225 million by establishinginterest rate hedging instruments with a starting date deferredby two years.
This hedge became effective following the rise in Euribor rates
and their move into positive territory this year.
The mark-to-market value of hedging
December 31, 2022 was +€8.5 million.

instruments

Interest rate sensitivity is calculated on the balance of unhedged
gross debt, which represents 24.3% of variable-rate debt.
Guerbet S.A.’s liabilities are denominated entirely in euros.
An increase or decrease of 100 basis points in the Euribor
would result in a change in the cost of debt of plus or minus€0.7 million year on year.

at

NOTE 24 Compensation allocated to company officers
Compensation allocated to company officers

2022

2021

1,172

1,030

This is compensation paid for their role as company officers, and for their salaried job.

NOTE 25 Average workforce during the year
2022

2021

Manual workers, office workers

193

182

Technicians, supervisors

433

424

448
1,074

424
1,030

Executives
TOTAL AVERAGE WORKFORCENOTE 26 Off-balance-sheet commitments
2022

2021

Guarantees, sureties, and other commitments given to third parties on behalf of relatedcompanies

12,122

9,740

Guarantees and sureties given to third parties and other commitments

1,500

872

(a)

Property and equipment leasing commitments, of which lease payments :

4,565

2,914

at less than 1 year

1,596

992

between 1 and 5 years

2,969

1,922

—

—

—
18,187—
13,526at more than 5 years
Outstanding secured debt
TOTAL(a) The significant increase over 2021 (+€1.6 million) is mainly due to the contracts with the supplier Rigby for the replacement of IT equipment. These contracts wererenewed in 2022 (commitment given of €1 million).

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

241

Financial statements and related notes
Individual financial statements and notes

Lease-financing
payments
in 2022

On property leases

Lease-financing
payments
in 2021

—

—

2,104
2,104

846
846

2022

2021

Value of property and equipment

6,790

4,061

Depreciation if the assets had been acquired by the Company

1,332

869

—

—

Acquisition cost

Cumulativetransfers
to depreciation
for the year

Cumulativetransfers to
depreciation

Net value

—

—

—

—

Other tangible assets
TOTAL

6,790
6,790

1,332
1,332

2,307
2,307

4,483
4,483

At December 31, 2022, Guerbet S.A. has a commitment to
subscribe to the Truffle Capital innovation investment fund for a
maximum of €15 million, including €12.8 already paid.

already on the market (Post Marketing Requirements),
Guerbet S.A. signed collaboration agreements with otherplayers in the contrast media sector for shared funding andorganization of the studies. The financial commitments in thisrespect amount to €9.2 million for the 2023–2028 period.

On equipment leases
TOTAL
Financial items relating to leased property and equipment are as follows:

Residual value of assets at the end of the contract
For 2022, the details of these lease financing assets by type break down as follows:

Plant, machinery, and equipment

In response to the requests from the US FDA to conduct various
regulatory preclinical and/or clinical studies for contrast media

NOTE 27 Other information
N/A.

NOTE 28 Post-closing events
On January 11, 2023, Guerbet announced that it had
acquired a 39% stake in Intrasense, a specialist in medical
imaging software solutions, for €8.8 million and at an issue
price of €0.44 per share, representing a 34.15% premium
over Intrasense’s last share price. Following this acquisition, on
February 20, 2023, Guerbet submitted a proposed tender
offer for the remaining Intrasense shares.

242

In line with the shift in its strategy to leverage key assets,
Guerbet also announced on January 16, 2023, its intention todivest its microcatheter activities historically housed within
Accurate Medical Therapeutics. Guerbet also plans to sell the
Occlugel technology acquired in 2018, comprising several
lines of microspheres for embolization uses. The impacts of thisdecision are reflected in the financial statements at
December 31, 2022.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Financial statements and related notes
Individual financial statements and notes

NOTE 29 Subsidiaries and controlled entities
Detailed information oneach subsidiary andcontrolled entity(in thousands of €)Shareholders’equity Share of
excl. shareequitycapitalheld
Capitaland income
(%)

Gross
value
of
equityIncome
Net
Loans
from
value
and
Sureties Revenue
last endedof advances
andfromfiscalequity granted guarantees products Dividends
year

A – Securities of gross value exceeding 1% of the share capital of Guerbet S.A.
Subsidiaries
Simafex (France)

1,280

28,892

100

1,224

1,224

Medex (France)

180

8,561

100

3,000

3,000

Martins & Fernandes(Portugal)

293

3,625

16,943

3,219

3,008

47

410

443

100

1,224

1,066

Guerbet Laboratories Ltd.
(United Kingdom)

4,911

1,795

100

5,643

5,643

38

14,173

2,373

576

SA Guerbet N.V. (Belgium)

541

1,545

100

379

379

330

12,647

748

245

8,000

5,869

100

8,743

8,743

3,000

18,294

1,000

841

Laboratorios Farmaceuticos
Guerbet (Spain)

781

5,212

100

790

790

17,478300(44)

Guerbet A.G.
(Switzerland)

508

3,537

100

304

304

31,229794(231)

Guerbet Imaging
Switzerland AG(Switzerland)

83

942

100

13,370

—

—

493

(30)

Guerbet Austria G.M.B.H.
(Austria)

73

(13)

100

146

138

2,602

150

71

Guerbet Ireland Unlimited
Company (Ireland)

74,051

5,000

1,255

Guerbet SPA (Italy)

42,30836,017

Guerbet Luxembourg
S.A.R.L. (Luxembourg)

—

45

100

—

—

Guerbet Sweden AB(Sweden)

1,236

100 141,700 100,095

4

1

100

1,145

—

Guerbet Czech Republics.r.o. (Czech Republic)

359

471

100

329

329

Guerbet A.S. (Turkey)

601

959

100

4,503

—

2

25,362100

38,258—Accurate Medical
Therapeutics Ltd. (Israel) (a)707

33,137

Guerbet South Africa Pty
Ltd. (South Africa)

195

1,546

100

777

777

Guerbet Korea Ltd. (Korea)

6,238(2,266)

100

8,202

8,202

Guerbet Taiwan (Taiwan)

214

3,418

100

191

191

Guerbet Japan KK (Japan)

2,346

1,319

100

1,951

1,951

Guerbet Mexicana(Mexico)

2,813

633

100

3,600

Guerbet Produtos
Radiologicos (Brazil)

5,366

17,933100

Guerbet Imagem do Brasil,
Ltda. (Brazil)

5,164

90

—

(45)

—

(80)

—
801
19,249
14
204

406

341

5,640

(887)

1,459

(8,290)

5,758

(239)

31,021(62)

11,491816

45,222

450

3,600

9,188

(46)

11,197

11,19742,939954

23,633

5,204(1,114)

100

4,966

900

16,968(3,826)

Guerbet Chile Limitada(Chile)

—

893

100

416

416

8,922

140

Guerbet Panama S.A.
(Panama)

—

450

100

1,009

326

1,540

(156)

Guerbet Australia Pty Ltd.
(Australia)

1,624

1,083

1,341

100

1,577

1,577

Guerbet America LLC(United States)—

84,185100

69,00069,000

Guerbet GmbH (Germany)25

11,024

100

1,629

1,629

28,173

Guerbet Colombia SAS(Colombia)

11

(85)

100

1,572

—

3,887

3,095

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

614

15,277559

356(1,526)
15,432

750
(321)

243

Financial statements and related notes
Individual financial statements and notes

Detailed information oneach subsidiary andcontrolled entity(in thousands of €)Shareholders’equity Share of
excl. shareequitycapitalheld
Capitaland income
(%)

Gross
value
of
equityIncome
Net
Loans
from
value
and
Sureties Revenue
last endedof advances
andfromfiscalequity granted guarantees products Dividendsyear

B – Securities of gross value not exceeding 1% of Guerbet’s share capital
Subsidiaries
Abarem (France)

1

100

1

—

Abalux (France)

1

100

1

—

Guerbet France (France)

2

22,831100

2

2

128,559

Guerbet Nederland B.V.
(Netherlands)

91

631

100

92

92

13,593

Guerbet Asia Pacific(Hong Kong)—

19,555

100

N.S.

N.S.

Guerbet Poland
SP.Z.O.O. (Poland)

7

424

100

70

70

Guerbet Imaging Panama
S.A. (Panama)—(5,426)

100

N.S.

N.S.

Guerbet India (India)

94

161

100

97

97

Gestion Especializada
Loro (Mexico)5(1,169)

100

4

4

108

108

11,122

1,052
1,000

638

87,568
770

6,850

7,521
181

75

5,099

2,405

178

3,704

47

—

(320)

Controlled entities
Investments in French
companies
TruffleN/A

N.S.

(a) Advances have been written down for the amount of €15.4 million.

Subsidiaries
General information on all subsidiaries and controlled entities

Controlled entities

FrenchForeign

French• gross:

4,228

322,884

12,933• net:

9,568

ForeignBook value of securities held:
4,226

227,724

Amount of loans and advances granted—

70,215—

Amount of sureties and guarantees

—

9,961

—

Amount of dividends received—

27,877—For subsidiaries outside the euro zone and capital, shareholders’ equity was converted at the closing rate, and the result wasconverted at the average rate at December 31, 2022.

244

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Financial statements and related notes
Statutory auditors’ report on the annual financial statements

6.4

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.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

245

Financial statements and related notes
Statutory auditors’ report on the annual financial statements

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.

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).

246

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Financial statements and related notes
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.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

247

Financial statements and related notes
Statutory auditors’ report on the annual financial statements

Responsibilities of Management and Those Charged with Governancefor the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with Frenchaccounting principles, and for such internal control as management determines is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it is expected toliquidate the Company or to cease operations.
The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risk
management systems and where applicable, its internal audit, regarding the accounting and financial reporting procedures.
The financial statements have been approved by the Board of Directors.

Statutory Auditors’ Responsibilities for the Audit of the Financial Statements
Objective and audit approach
Our role is to issue a report on the financial statements. Our objective is to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance but is not a guaranteethat an audit conducted in accordance with professional standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
As specified in Article L. 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.

248

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Financial statements and related notes
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 KHAROUBI

Deloitte & Associés
Jean-François VIATGUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

249

Financial statements and related notes
Statutory auditors’ special report on regulated agreements

6.5

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 KHAROUBI

250

Deloitte & Associés
Jean-François VIATGUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

7
Other information
7.1

7.2

7.3
7.4

7.5

Person responsible for theaccuracy of the Universal
Registration Document

7.6
252

Statement by the person
responsible for the accuracyof the Document

252

Persons responsible for the auditof the accounts

252

Share capital

253

7.4.1

History of the share capital

253

7.4.2

Securities not giving access to
the Company’s capital

Public access to this document

7.7

General information about theCompany

254

7.6.1

Legal form and company name

254

7.6.2

Date of incorporation

254

7.6.3

Trade and Companies Register(Registre du Commerce et desSociétés)

254

7.6.4

Fiscal year

Articles of association (excerpts)
7.7.1

Provisions of the articles ofassociation governing theoperation of management andadministrative bodies

255

7.7.2

Provisions of the articles ofassociation concerning profit
distribution

255

7.7.3

Provisions in the articles ofassociation on capital

256

7.7.4

Other provisions of the articles
of association

256

253
253

7.8

254
255

Concordance tables

257

7.8.1

European prospectus

257

7.8.2

Annual financial report260

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

251

Other information
Person responsible for the accuracy of the Universal Registration Document

7.1

Person responsible for the accuracy of the Universal
Registration Document

David Hale, Chief Executive Officer.

7.2

Statement by the person responsible for the accuracyof the Document

I affirm, that the information contained in this Universal
Registration Document is, to the best of my knowledge,
accurate and has no omissions that could detract from its
significance.
I affirm, to the best of my knowledge, that the statements havebeen prepared in accordance with applicable accounting
standards and give a true and fair view of the assets andliabilities, financial position, and income of the Company andof all the companies included in its consolidation scope.
I affirm that the management report, appearing on pages 95

7.3

et seq., presents an accurate view of developments in thebusiness, the results, and the financial position of the Company
and of all the companies included in the consolidation scope
and that it describes the main risks and uncertainties that they
face.
Villepinte, March 30, 2023
David Hale
Chief Executive Officer

Persons responsible for the audit of the accounts

PRINCIPAL STATUTORY AUDITORS

252

First mandate

Last renewal

End of term

DELOITTE & ASSOCIÉSMember of the Deloitte Touche Tohmatsu network
represented by Mr. Jean-François Viat
Tour Majunga
6, place de la Pyramide
92908 Paris-La Défense cedex

General Meetingof May 21, 1987

General Meetingof May 19, 2017

General Meetingfor the 2022 fiscal year

CROWE HAF
Member of the Crowe Global network
represented by Mr. David Kharoubi
16, rue Camille-Pelletan
92300 Levallois-Perret

General Meetingof May 23, 2008

General Meetingof May 20, 2022

General Meetingfor the 2027 fiscal year

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Other information
Public access to this document

7.4

Share capital

7.4.1

History of the share capital

All capital increases correspond to exercised stock options.
Date of Board meeting
NumberNumber of sharesconfirming the capital increase of shares created making up the share capital

Event

Share capital(in €)

Capital increase

January 6, 2009

15,396

3,019,965

12,079,860

Capital increase

January 19, 2010

21,796

3,041,761

12,167,044

Capital increase

January 19, 2011

8,285

3,050,046

12,200,184

Not applicable

12,200,184

12,200,184

12,200,184

Four-for-one share split (a)Capital increase

March 11, 2015

8,000

12,208,184

12,208,184

Capital increase

February 9, 2016

135,290

12,343,474

12,343,474

Capital increase

March 28, 2017

157,774

12,501,148

12,501,148

Capital increase

March 27, 2018

62,21012,563,358

12,563,358

Capital increase

March 26, 2019

17,903

12,581,261

12,581,261

Capital increase

March 24, 2020

14,90012,596,161

12,596,161

Capital increase

March 24, 2021

6,513

12,602,674

12,602,674

Capital increase

March 23, 2022

38,441

12,641,115

12,641,115(a) Completed on January 23, 2014.

7.4.2

Securities not giving access to the Company’s capital

Not applicable.

7.5

Public access to this document

The Registration Documents are available in the “Finance”
section of the Company’s website at www.guerbet.com alongwith other documents related to regulated information (half-year
financial reports, press releases, monthly statements on thenumber of shares and voting rights, etc.).

Furthermore, in accordance with legal provisions, all
Shareholders can exercise their permanent right tocommunication and come to view the documents referred to in
Article L. 225-15 of the French Commercial Code at theCompany’s headquarters at 15, rue des Vanesses – 93420
Villepinte.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

253

Other information
General information about the Company

7.6

General information about the Company

7.6.1

Legal form and company name

The legal name of the Company is Guerbet. It is organized in
the form of a French public limited company (société anonyme)
with a Board of Directors, governed by the rules of the French
Commercial Code. The registered office is located at 15 rue
des Vanesses, 93420 Villepinte, the telephone number is

7.6.2

Date of incorporation

Guerbet was created on July 16, 1926, by the transformationof an undeclared partnership (société en participation) founded
in 1901 into a limited partnership (société en commandite
simple), then transformed into a public limited company (société
anonyme) on January 1, 1965. The status of a public limited
company with an executive board and a supervisory board(Société anonyme à Directoire et Conseil de surveillance) was

7.6.3

adopted on October 27, 2001, before it was changed to a
public limited company with a board of directors (société
anonyme à Conseil d’administration) at the Combined General
Meeting of May 21, 2010. The Company’s dissolution date isJune 30, 2100, barring early dissolution or barring an
extension, such as the extension for 99 years at theExtraordinary General Meeting held on December 8, 1998.

Trade and Companies Register (Registre du Commerce et des Sociétés)Guerbet is listed in the Bobigny Trade and Companies
Registry under number 308491521, and its businesscomes under code APE 2120 Z – Manufacture of

7.6.4+33 (0) 1 45 91 50 00, and the website address iswww.guerbet.com (the information on the website is not part ofthe prospectus unless this information is incorporated byreference in the prospectus).

pharmaceuticalpreparations.
969500WV1U1WQ059L135.

Fiscal year

Each fiscal year consists of twelve months, commencing on January 1 and ending on December 31.

254

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Its

LEI

numberis:Other information
Articles of association (excerpts)

7.7

Articles of association (excerpts)

7.7.1

Provisions of the articles of association governing the operationof management and administrative bodies

7.7.1.1

Powers of the Board of Directors(Article 12)

The Board of Directors sets the guidelines for the Company’sbusiness and oversees their implementation. Within the powers
expressly granted by law to General Meetings of Shareholders
and within the limits of the Company’s purpose, it deals with allissues affecting the Company’s operations and regulates theCompany’s affairs.
It performs the controls and verifications it deems appropriate.
The Directors each receive all the information necessary to
carry out their duties and can obtain the documents that they
consider useful for this purpose.
The Board of Directors grants the authorizations provided for bylaw (particularly those foreseen under the provisions of Article L.
225-38 of the French commercial code) and, as an internalmeasure that does not apply to third parties, the authorizations
mentioned in Article 14 of these articles of association.
The Board of Directors can decide to create committees (anddetermine the composition and powers thereof), and they carryout their activity under its responsibility, but it cannot delegate
the powers that are attributed to it by law or the bylaws, or
reduce or limit the powers of the Board of Directors.
The Board of Directors can grant special mandates to one orseveral of its members for one or more specific purposes.

Company in any form whatsoever, to have it grant them an
overdraft on a current account or otherwise, or to have theCompany provide guarantees or deposits for commitments tothird parties. The same restriction applies to the CEO, to the
Deputy CEO(s) and to permanent representatives of legal
entities who are Directors as well as to the spouses, parents
and descendants of the persons above and to allintermediaries.
Directors do not take on any personal or joint obligation by
virtue of their positions except those foreseen by the legal
provisions in force.

7.7.1.2

Powers of the CEO (Article 14)

Subject to legal limitations, the CEO is vested with the broadest
powers to act in all circumstances on the Company’s behalf.
Nonetheless, under internal regulations and without extending
such limitations to third parties, the Board of Directors can limit
the extent of the CEO’s powers.

7.7.1.3

Powers of the Deputy CEO(Article 14)

By agreement with the CEO, the Board of Directors determines
the scope and duration of the powers granted to Deputy
CEOs. Nonetheless, they have the same powers in dealing
with third parties as the CEO.

Under penalty of nullity of the contract, it shall be prohibited for
Directors other than legal entities to take out loans from the7.7.2

Provisions of the articles of association concerning profit distribution

Distribution of income (Article 24)
Distributable profits are made up of the profit from the fiscal
year, reduced by losses from previous years, as well asamounts to carry over into reserve in application of the law or
under the Company’s articles of association, and increased byretained earnings.
After the accounts have been approved and the existence of a
distributable profit ascertained, the necessary sum is taken fromthose profits to distribute an initial, non-cumulative dividend to
Shareholders, equal to 6% of the paid-up and non-redeemedamount of the shares they own.

From the available surplus, the Shareholders at the General
Meeting deduct all the sums that they deem useful to allocate to
the allowance for any optional reserve funds or retained
earnings.
The balance, if there is one, is split between all the
Shareholders in proportion to the amount of shares that theyown.
Shareholders at the Annual General Meeting are entitled to
grant to each Shareholder, for all or part of the dividend orinterim dividends distributed, a choice between payment incash or in shares for said dividend or interim dividend.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

255

Other information
Articles of association (excerpts)

7.7.3

Provisions in the articles of association on capital

Provisions relating to share capital are listed in detail in the third part of this document, “Guerbet and its Shareholders.”

7.7.4

Other provisions of the articles of association

Company purpose (Article 2)
The Company’s purpose, in France and in every country, is:• research on, development, and invention of all
pharmaceutical and chemical products, and all medical
devices;• manufacture, purchase, and marketing of all pharmaceuticaland chemical products, and all medical devices;• development and marketing of services, in any form
whatsoever, either directly or indirectly related topharmaceutical and medical activities, and to healthcare
activities more generally;256• all industrial, commercial and financial activities directly or
indirectly related to this purpose, including research
activities, and the creation, acquisition, holding, use andsale of patents, licenses, know-how and, more generally, allintellectual and industrial property rights;• and any industrial, commercial, financial, investment orproperty operations that may be directly or indirectly related
to the above purposes or that could facilitate theirapplication or development.

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Other information
Concordance tables

7.8

Concordance tables

7.8.1

European prospectus

The concordance table of the Universal Registration Document identifies the information provided for in Annexes 1 and 2 ofDelegated Regulation (EU) 2019/980 of March 14, 2019, supplementing the provisions of Regulation (EU) 2017/1129 of June
14, 2017.
In the table below, the pages mentioned refer to this Universal Registration Document of Guerbet filed with the AMF.
CategoryPage

1

Responsible persons, third-party information, expert reports,
and approval by the competent authority

1.1

Persons responsible for information

1.2

Declaration by responsible persons

1.3

Name, address, qualifications and potential interests of persons acting as experts

Not applicable

1.4

Confirmation relating to information from a third party

Not applicable

1.5

Declaration of the competent authority

Not applicable2

Statutory Auditors

2.1

Names and addresses

2.2

Any change

Not applicable3

Risk factors

104-108

4

Information about the issuer

4.1

Company name and trade name of the issuer

254

4.2

Location, registration number and LEI of the issuer

254

4.3

Date of formation and life of the issuer

254

4.4

Registered office and legal form of the issuer, laws governing its activities, country of origin,address and telephone number of its registered office, and website with a disclaimer

5

Overview of activities

5.1

Principal activities

5.1.1

Nature of transactions carried out by the issuer and its main activities

15-21

5.1.2

Significant new products or services introduced on the market

25-31

5.2

Principal markets

22-23

5.3

Major events

5.4

Strategy and objectives

5.5

Issuer’s dependence on patents, licenses, contracts and manufacturing processes

31

5.6

Statement on competitive position

23

5.7

Investments

5.7.1

Significant investments made7; 14; 25-30

5.7.2

Not applicable

5.7.3

Principal investments in progress or that the issuer intends to make and for which its management
bodies have already made firm commitments and arranged financing methods
Joint ventures and commitments for which the issuer holds a significant proportion of the capital

5.7.4

Environmental issues

Not applicable

252
252

254

1; 254 à 256

98-99
2-3; 6-7; 10-11;
95-112GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Not applicable257

Other information
Concordance tables

Category

258

Page

6

Organizational structure

6.1

Summary description of the Group

6.2

List of major subsidiaries

7

Examination of the financial position and results

7.1

Financial position

7.1.1

Change in results and financial position including key performance indicators of a financial and,
where appropriate, non-financial nature

7.1.2

Future development projections and research and development activity

7.2

Operating result

7.2.1

Significant factors, unusual and infrequent events, and new developments

96-99

7.2.2

Reasons for significant changes in net revenue or net income

96-99

8

Cash and capital

8.1

Information on the issuer’s capital

14; 84-87; 100;
176-179; 185;
202-205

8.2

Origin and amount of the issuer’s cash flows

8.3

Information on the issuer’s financing needs and financing structure98; 178
177-178; 191;
212; 225; 236

8.4

Information on any restrictions on the use of capital

8.5

Information on expected sources of financing

178

9Regulatory environment

105

10

Information on trends

10.1

Main trends affecting production, sales and inventories, costs and selling prices, and significant
changes in the Group’s financial performance from the end of the last fiscal year to the date ofregistration of the Universal Registration Document

98-99

10.2

Known trends, uncertainties, demands, commitments, or events that are reasonably likely to havea material effect on the issuer’s prospects for at least the current fiscal year

98-99

11

Profit forecasts or estimates

11.1

Reported profit forecasts or estimates

11.2

Statement of key forecasting assumptions

Not applicable

11.3

Statement of comparability with historical financial information and compliance with accounting
methods

Not applicable

12

Administration, management and supervisory bodies, and general management

12.1

Information about the Board of Directors and the General Management

12.2

Conflicts of interest in the administrative and management bodies and the General Management

13

Compensation and benefits

13.1

Amount of compensation paid and benefits in kind granted by the issuer or its subsidiaries

62-77

13.2

Total amounts set aside or accrued by the issuer or its subsidiaries to provide pension, retirement,or similar benefits

62-77

6-7; 12-13
32-33; 217-218

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

14; 96-98;
176-179; 181;201-204
14; 25-31

225; 236

98-99

36-61
38

Other information
Concordance tables

Category

Page

14

Operation of administration and management bodies

14.1

14.3

Date of expiration of the current term of office of members of the administrative, management andsupervisory bodies
Service contracts between members of the issuer’s administrative, management and supervisory
bodiesInformation on the Board’s Committees

14.4

Statement of compliance with the current corporate governance system

14.5

Potential significant impacts on corporate governance

15

Employees

15.1

Number of employees

15.2

Profit sharing and stock options

15.3

Agreements providing for employee interests in the issuer’s capital

16

Main shareholders

16.1
16.2

Shareholders who own more than 5% of the capital at the date of the Universal Registration
Document
Existence of various voting rights

16.3

Ownership or control of the issuer and measures taken to avoid abuse of this control

16.4

Agreements that could result in a change of control if implemented

17

Transactions with related parties

18

Financial information concerning the issuer’s assets, financial position and results

18.1

Historical financial information

18.1.1

Audited historical financial information for the last three fiscal years and the audit report

18.1.2

Change in accounting reference date

18.1.3

Accounting standards

180-185

18.1.4

Change in accounting reference framework

180-185

18.1.5

Financial information under French accounting standards

227-229

18.1.6

Consolidated financial statements

176-179

18.1.7

Date of latest financial information

18.2

Interim and other financial information

18.3

Audit of the annual financial information

18.4

Pro-forma financial information

Not applicable

18.5

Dividend policy

Not applicable

18.5.1

Description of dividend policy and any applicable restrictions

Not applicable

18.5.2

Amount of the dividend per share

18.6

Administrative, legal and arbitration proceedings

18.7

Significant change in financial position

18.8

Legal and arbitration proceedings

18.9

Significant change in financial or commercial position

14.2

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

41-54
38
59-64
78
Not applicable
6; 117-127; 210
62-77; 87-92;
208-209
84-85; 122
84-86
84-86
92
Not applicable239

96-99; 176-223
Not applicable180
Not applicable219-22384
Not applicable98-99
Not applicable
98-99

259

Other information
Concordance tables

CategoryPage

19

Additional information

19.1

Share capital

19.1.1

Subscribed share capital

19.1.2

Securities not giving access to capital

253

19.1.3

Shares held by the issuer

84

19.1.4

Information on securities

Not applicable

19.1.5Acquisition conditions

Not applicable

19.1.6

Not applicable

19.1.7

Information on the capital of any group member being the subject of an option or an agreement
to place it under an option, and details of said options
History of the share capital

19.2

Articles of incorporation and articles of association

19.2.1

Corporate purpose

254

19.2.2Rights, privileges and restrictions attached to each share class

94

19.2.3

Measure having the effect of delaying, deferring or preventing a change of control

92

20

Important contracts

21

Available documents

7.8.2

Annual financial report253
84; 109253
254-256

Not applicable
253

The concordance table below identifies the main information provided for in Article L. 451-1-2 of the French Monetary and Financial
Code and in Article 222-3 of the General Regulation of the Autorité des Marchés Financiers.
Category

260

Page

Annual financial statements

224-244

Consolidated financial statements

176-218

Management report

95-112

Buyback by the company of its own shares

100

Statement by the person responsible for the accuracy of the document

252

Statutory auditors’ report on the annual financial statements

245-249

Statutory Auditors’ report on the consolidated financial statements

219-223

Statutory Auditors’ fees

216

Report of the Board of Directors on corporate governance

36

GUERBET • UNIVERSAL REGISTRATION DOCUMENT 2022

Design and production: Ruban Blanc
Photo credit: © Guerbet