NOTICE OF MEETING
BROCHURE
2021
ORDINARY GENERAL MEETING
Friday, May 28, 2021, at 3:00 p.m. (Paris time)CONTENTS
2021 NOTICE OF MEETING BROCHURE

1.

WELCOME TO THE GENERAL MEETING OF GUERBET

1

HOW TO PARTICIPATE IN THE GENERAL MEETING?

2

2. COMPOSITION OF THE BOARD OF DIRECTORSAND THE COMMITTEES AT DECEMBER 31, 2020

3. AGENDA

9

4. REPORT OF THE BOARD OF DIRECTORS ON RESOLUTIONSSUBMITTED TO THE GENERAL MEETING

5. PROPOSED RESOLUTIONS

1028

6. STATUTORY AUDITORS' REPORTS
7.

8

ON THE RESOLUTIONS

34

BUSINESS ACTIVITY SUMMARY:THE GUERBET GROUP IN 2020

47

8. FINANCIAL RESULTS OF THE PAST FIVE FISCAL YEARS

55

9. FINANCIAL DELEGATIONS IN PROGRESS

56

REQUEST FOR ADDITIONAL
DOCUMENTS AND INFORMATION

59

You can find this notice of meeting brochureon the Guerbet website:www.guerbet.com

Limited company with Board of Directors
With a share capital of €12,602,674
Head office: 15, rue des Vanesses 93420 Villepinte
308 491 521 R.C.S. Bobigny< < CONTENTSWELCOMETO THE GENERAL MEETING
of Guerbet

The Shareholders of Guerbet are called to an Ordinary General Meeting on Friday, May 28, 2021, at 3:00 p.m. (Paris time) at:

HEAD OFFICE OF GUERBET
15, rue des Vanesses
93420 Villepinte(behind closed doors)

NOTICEIn the context of the coronavirus epidemic (COVID-19), restrictions on movement, and lockdown measures
imposed by the government, our Ordinary General Meeting of May 28, 2021, will be held without thephysical presence of its Shareholders, behind closed doors, at the Company's head office at 15, rue desVanesses – 93420 Villepinte.
Given these conditions, rather than applying for an admission card, Shareholders are urged to vote inadvance of the General Meeting by voting remotely or by appointing the Chairperson or a third party as
proxy (using a postal voting or proxy voting form or the VOTACCESS secure voting platform).
The procedures for holding the General Meeting could change according to health and/or legal requirements.
Shareholders are urged to regularly consult the section dedicated to the General Meeting on the Company's
website at www.guerbet.com in the "Investors"/"General Meeting" section.
The Annual General Meeting will be broadcasted live on our website: www.guerbet.com, in the Investors/
General Meeting section, where you will also be able to download all the preparatory documents.
The recording will then be available for replay in the same section.

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HOW TO PARTICIPATEin the General Meeting?

Formalities for participation in the General Meeting
The General Meeting consists of all Shareholders regardless of the number of shares that they hold.
In accordance with Article R. 225-85 of the French commercial code, only Shareholders who have substantiated this status by theregistration of the shares in an account in their name or in the name of the authorized intermediary recorded on their behalf, as of thesecond working day preceding the General Meeting (May 26, 2021) at midnight (Paris time), shall be permitted to attend, vote, orbe represented at the General Meeting:●●either in registered securities accounts maintained for the Company by its agent BNP Paribas Securities Services for Shareholders
who own REGISTERED shares;
or in bearer securities accounts maintained by an authorized intermediary referred to in Article L. 211-3 of the French monetary andfinancial code for Shareholders who own BEARER shares.

The registration of shares in bearer securities accounts maintained by an authorized intermediary mentioned in Article L. 211-3 of theFrench monetary and financial code must be established by a certificate of share ownership issued by such intermediary, attached (i)to the remote voting or proxy form or (ii) to the admission card application, established in the name of the Shareholder or on behalf of
the Shareholder represented by the registered intermediary.

Methods of participation in the General Meeting
The General Meeting will be held behind closed doors. Therefore, rather than applying for an admission
card, Shareholders are urged to vote in advance of the General Meeting by voting remotely or byappointing the Chairperson or a third party as proxy (using a postal voting or proxy voting form or the
VOTACCESS secure voting platform).
NOTE
Whether by post using the voting form or online using the VOTACCESS secure platform, you can either cast your vote on the
resolutions proposed for your vote or appoint the Chairperson or a third party as proxy under the conditions set out below.

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How to participate in the General Meeting?

Methods of participation in the General Meeting

1

VOTING ONLINE USING THE VOTACCESS SECURE PLATFORM
You have the option to vote or to appoint the Chairperson or a third party as proxy online prior to the General Meeting on the
VOTACCESS secure platform, which will open on Monday, May 10, 2021, at 10:00 a.m. (Paris time) and will close on Thursday,
May 27, 2021, at 3:00 p.m. (Paris time).
To avoid any congestion on the VOTACCESS secure platform, Shareholders are advised not to wait until the day before the General
Meeting to enter their instructions.

For Registered Shareholders
Holders of directly registered shares will need to log into the Planetshares website at https://planetshares.bnpparibas.com.
After logging in, registered Shareholders will need to follow the instructions on the screen to access the VOTACCESS secure platform andwill be able to choose the desired method of participation: voting remotely or granting or revoking the appointment of the Chairperson
or a third party as proxy under the conditions of Article L. 225-106 of the French commercial code.
If you have lost or forgotten your username and/or password, call 01 40 14 40 59 from France or 00 33 (0) 1 40 14 40 59
from abroad.

For Bearer Shareholders
Check with your account-keeping institution to find out whether it is connected to the VOTACCESS secure platform and, if so, whether
this access is subject to special terms of use.
If your account-keeping institution is connected to the VOTACCESS secure platform, log into your account-keeping institution's Internet
portal with your usual access codes. Then click on the icon that appears on the line corresponding to your Guerbet shares and follow
the instructions on the screen to access the VOTACCESS secure platform or to grant or revoke an appointment of the Chairperson ora third party as proxy.
NOTE
If you decide to vote online, do not complete or return the voting form.

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How to participate in the General Meeting?
Methods of participation in the General Meeting

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

For Registered Shareholders
You must complete the attached voting form according to the selected method of participation and return it using the provided prepaid
envelope to the following address:
BNP Paribas Securities Services – CTO Assemblées Générales
Grands Moulins de Pantin
9, rue du Débarcadère – 93761 Pantin Cedex

For Bearer Shareholders
You must request the single voting form from the financial intermediary managing these shares. The voting form must be completed
according to the selected method of participation, accompanied by a certificate of share ownership issued by the financial intermediary,and sent to the following address:
BNP Paribas Securities Services – CTO Assemblées Générales
Grands Moulins de Pantin
9, rue du Débarcadère – 93761 Pantin Cedex
Voting forms will only be accepted if they are received by the General Meetings Department of BNP Paribas Securities Services no later
than three days before the General Meeting.
Because postal deliveries may take longer than usual due to the COVID-19 health crisis, you are advised to return your form as soon
as possible.
NOTE
All Shareholders who have already voted by post or granted a proxy will no longer have the option to choose another methodof participating in the Meeting.
Both Registered Shareholders and Bearer Shareholders may appoint a proxy. In accordance with Decree 2020-418 of April 10, 2020:●●4

the principal may appoint a proxy and provide voting instructions to the proxy until the fourth day preceding the date of the General
Meeting;
the appointed proxy will email the voting instructions to paris.bp2s.france.cts.mandats@bnpparibas.com. This email must containthe following information: name of the Company in question, date of the Meeting, last name, first name, address, bank referencesof the principal as well as the last name, first name, and, if possible, address of the proxy.

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How to participate in the General Meeting?

Methods of participation in the General Meeting

1

HOW TO USE THE VOTING FORM?
In the context of the coronavirus epidemic, as the General Meeting will be held behind closed doors, we ask that you not choose"I wish to attend this Meeting."

2

You wish to appoint as proxy
the Chairperson of the 2021 Meeting.

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

ASSEMBLEE GENERALE ORDINAIRE

Convoquée le 28 mai 2021 à 15h00
Au siège social, 15 rue des Vanesses, 93420 VILLEPINTE

Société Anonyme au capital de 12 602 674 € €Siège social : 15 rue des Vanesses
93420 VILLEPINTE
308 491 521 R.C.S. BOBIGNY

ORDINARY GENERAL MEETING

To be held on May 28th 2021, at 3:00 p.m.
At head office, 15 rue des Vanesses, 93420 VILLEPINTE

c a d r e réservé à la société - for company ’ s use only
Identifiant - AccountNombre d’actions
Number of shares

Nominatif
Registered
Porteur
BearerVote simple
Single vote
Vote double
Double vote

Nombre de voix - Number of voting rights

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

Non / No

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

Abs.

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

JE DONNE POUVOIR AU PRÉSIDENT
DE L'ASSEMBLÉE GÉNÉRALE

JE DONNE POUVOIR A : Cf. au verso (4)Cf. au verso (3)I HEREBY APPOINT : See reverse (4)I HEREBY GIVE MY PROXY TO THE
CHAIRMAN OF THE GENERALMEETING

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

Oui / Yes

A

B

C

D

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

Abs.
Oui / Yes

Abs.

Non / NoCAUTION : As for bearer shares, the present instructions will be valid only if they are directly returned to your bank.
Nom, prénom, adresse de l’actionnaire (les modifications de ces informations doivent être adressées à l'établissement concernéet ne peuvent être effectuées à l'aide de ce formulaire). Cf au verso (1)Surname, first name, address of the shareholder (Change regarding this information have to be notified to relevant institution,
no changes can be made using this proxy form). See reverse (1)

Abs.

21

22

23

24

25

26

27

28

29

30

Abs.

Oui / Yes

E

F

G

H

J

K

3

Non / No
Abs.

Non / No

31

32

33

34

35

36

37

38

39

40
Oui / Yes

Abs.

You wish to appoint as proxya person of your choice.

Non / No
Abs.

Non / No

Adresse / Address

See reverse (3)Non / No

Non / Nopour me représenter à l’Assemblée

to represent me at the above mentioned Meeting

41

42

43

44

45

46

Abs.

47

48

49

50

Oui / Yes
Non / NoAbs.

1

Si des amendements ou des résolutions nouvelles étaient présentés en assemblée, je vote NON sauf si je signale un autre choix en noircissant la case correspondante :In case amendments or new resolutions are proposed during the meeting, I vote NO unless I indicate another choice by shading the corresponding box:
- Je donne pouvoir au Président de l’assemblée générale. / I appoint the Chairman of the general meeting ..................................................................

You wish to vote by post: mark the box at the top, thenindicate your vote. If you vote "for", you have no boxes tofill in. If you wish to vote "against" or abstain, fill in the boxes
corresponding to the number of the resolution in question.

- Je m’abstiens / I abstain from voting ...................................................................................................................................................................
- Je donne procuration [cf. au verso renvoi (4)] à M., Mme ou Mlle, Raison Sociale pour voter en mon nom ..................................................................
I appoint [see reverse (4)] Mr, Mrs or Miss, Corporate Name to vote on my behalf ......................................................................................................................................
Pour être prise en considération, toute formule doit parvenir au plus tard :To be considered, this completed form must be returned at the latest than :sur 1ère convocation / on 1st notification
à la banque / by the bank
25 mai 2021 / May 25th, 2021
à la société / by the company

Date & Signature
sur 2ème convocation / on 2nd notification

Whatever you choose, do not forget todate and sign the form.

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

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

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How to participate in the General Meeting?
Methods of participation in the General Meeting

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

Pure Registered Shareholders
Shareholders must send an email to paris.bp2s.france.cts.mandats@bnpparibas.com.
This email must contain the following information: Name of the issuer, date of the General Meeting, last name, first name, address, andregistered current account number of the principal, where applicable, as well as the last name, first name, and, if possible, addressof the proxy.
Shareholders must confirm their request on Planetshares at https://planetshares.bnpparibas.com by logging in with their usual login
information, going to "My holdings – My voting rights," and clicking "Appoint or revoke a proxy."

Holders of bearer shares or administered shares
In accordance with the provisions of Article R. 225-79 of the French commercial code, the notification of the appointment and revocationof a proxy may also be provided electronically after an email is sent to paris.bp2s.france.cts.mandats@bnpparibas.com. This emailmust contain the following information: name of the company in question, date of the Meeting, last name, first name, address, andregistered current account number or bank references of the principal, where applicable, as well as the last name, first name, and, if
possible, address of the proxy.
Shareholders must ask their financial intermediary managing their securities account to send a written confirmation to:
BNP Paribas Securities Services – CTO Assemblées Générales
Grands Moulins de Pantin
9, rue du Débarcadère – 93761 Pantin Cedex
Only proxy appointment or revocation notifications may be sent to the above email address. Any request or notification pertaining to
any other subject will not be able to be taken into account.
Proxy appointments or revocations submitted by email may be validly taken into account only if the confirmations are received no later
than 3:00 p.m. (Paris time) on the day before the Meeting. Proxy appointments or revocations submitted in paper form must be received
no later than three calendar days before the date of the General Meeting.

SALES OF SHARES BEFORE THE GENERAL MEETING
At any time, Shareholders may transfer ownership of all or some of their shares:(i) If the sale occurs before midnight (Paris time) on May 26, 2021, the vote by post, the proxy, and the admission card, possibly
accompanied by a certificate of share ownership, will be invalidated or modified accordingly, as the case may be. To that end, theauthorized intermediary mentioned in Article L. 211-3 of the French monetary and financial code will provide notification of the saleand the necessary information to the Company or BNP Paribas Securities Services.
(ii) If the sale is carried out after midnight (Paris time) on May 26, 2021, whatever the method used, the authorized intermediarymentioned in Article L. 211-3 of the French monetary and financial code will not provide notification of it, and the Company will
not accept it, notwithstanding any agreement to the contrary.

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How to participate in the General Meeting?

Methods of participation in the General Meeting

1

WRITTEN QUESTIONSIn accordance with Article R. 225-84 of the French commercial code, Shareholders may submit written questions of their choice to theBoard of Directors, which will respond during the Meeting or online at www.guerbet.com, in "Investors"/"General Meeting."
In accordance with the provisions of Decree no. 2020-418 of April 10, 2020 as amended by Decree no. 2020-1614 of December
18, 2020, shareholders wishing to submit written questions must, as of the date of this publication and before the end of the second
business day preceding the date of the meeting, i.e., May 26, 2021, send their questions in writing by registered mail with return
receipt requested to the following address Guerbet BP 57400 – 95943 Roissy CDG Cedex, France, France, or alternatively, by email
to the following address ag28mai2021@guerbet.com.
We recommend that you give preference to submitting document and information requests electronically.
They must be sent no later than the second business day preceding the General Meeting.

DOCUMENTS AVAILABLE TO SHAREHOLDERS
All documents and information provided for in Article R. 225-73-1 of the French commercial code, including those in Articles R. 225-81
and R. 225-83, will be on the issuer's website at www.guerbet.com, no later than twenty-first day preceding the General Meeting(May 7, 2021).
However, Shareholders may obtain the documents provided for in Articles R. 225-81 and R. 225-83 of the French commercial code
within the legally required period by sending a request using the form attached in Section 9 to BNP Paribas Securities Services – CTO
Assemblées Générales – Grands Moulins de Pantin 9, rue du Débarcadère – 93761 Pantin Cedex.

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 < CONTENTSCOMPOSITION OF THE BOARD
OF DIRECTORS AND THE COMMITTEES
at December 31, 2020

As of December 31, 2020, the Board of Directors had eleven members, including two Directors representing the employees:

8

Appointment
andAudit Compensation
Committee
Committee

PositionIndependence

Marie-Claire
Janailhac-Fritsch Chairperson

Yes

Marion Barbier

Director

No

Mark Fouquet

Director

No

Éric Guerbet

Director

No

Didier Izabel

Director

Yes Chairperson

Céline Lamort

Director

No

Nicolas Louvet

Director

No

ClaireMassiot-Jouault

Director

No

Isabelle Raynal

Employeedirector

No

Jean-Sébastien
Raynaud

Employeedirector

No

Thibault Viort

Director

Yes

Guerbet  2021 Notice of Meeting Brochure

MemberMemberEthics,Governanceand CSR
Committee

StrategyandInnovation
Committee

Date of first
appointment

Endof term

Member Chairperson May 27, 2011

2023 GM

Member Chairperson
MemberMemberJuly 27, 2011

2023 GM

Member May 23, 2014

2026 GM

Member May 19, 20172023 GM

Member May 23, 2014

2026 GMMay 29, 2015

2021 GM

Member May 27, 20162022 GM

Member May 24, 20132025 GM

November25, 2017

November24, 2023

October27, 2020

October
26, 2026

Member May 19, 20172023 GM

MemberMemberMemberMemberChairperson

Member3<

 < CONTENTSAGENDA

Ordinary agenda
1.

Approval of the individual financial statements for the fiscal year ended December 31, 2020;

2.

Approval of the consolidated financial statements for the fiscal year ended December 31, 2020;

3.

Appropriation of the result for the fiscal year ended December 31, 2020, and determination of the dividend amount;

4.

Special report of the Statutory Auditors on the regulated agreements and commitments referred to in Articles L. 225-38
et seq. of the French commercial code;5.

Approval, pursuant to Article L. 22-10-34-I of the French commercial code, of the information mentioned in Article L. 22-10-9-Iof the French commercial code on the compensation of company officers;

6.

Approval, pursuant to Article L. 22-10-34-II of the French commercial code, of the fixed, variable, and exceptional componentsof the total compensation and benefits of any kind paid during the fiscal year ended December 31, 2020, or awarded
for the same fiscal year to Marie-Claire Janailhac-Fritsch as Chairperson of the Board of Directors;

7.

Approval, pursuant to Article L. 22-10-34-II of the French commercial code, of the fixed, variable, and exceptional componentsof the total compensation and benefits of any kind paid during the fiscal year ended December 31, 2020, or awarded
for the same fiscal year to David Hale as Chief Executive Officer;

8.

Approval, pursuant to Article L. 22-10-34-II of the French commercial code, of the fixed, variable, and exceptional componentsof the total compensation and benefits of any kind paid during the fiscal year ended December 31, 2020, or awarded
for the same fiscal year to Pierre André as Deputy Chief Executive Officer;

9.

Approval, pursuant to Article L. 22-10-8-I of the French commercial code, of the compensation policy applicable toMarie-Claire Janailhac-Fritsch as Chairperson of the Board of Directors;

10. Approval, pursuant to Article L. 22-10-8-I of the French commercial code, of the compensation policy applicable toDavid Hale as Chief Executive Officer;
11. Approval, pursuant to Article L. 22-10-8-I of the French commercial code, of the compensation policy applicable to
Pierre André as Deputy Chief Executive Officer;
12. Approval, pursuant to Article L. 22-10-8-I of the French commercial code, of the compensation policy applicable to
the Directors;
13. Determination of the amount of the overall annual compensation to be paid to the Directors;
14. Reappointment of Céline Lamort as Director;
15. Appointment of Marc Massiot as a new Director;
16. Authorization for the Board of Directors to trade in the Company's shares;
17. Powers to carry out formalities.

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 < CONTENTSREPORT OF THE BOARD OF
DIRECTORS ON RESOLUTIONS 

submitted to the General Meeting

Dear Shareholders,
We have called an Ordinary General Meeting, in accordance with the law and the articles of association of Guerbet, for the purposeof submitting the draft resolutions pertaining to following points for your approval:

I.	Approval of the individual and consolidated financial statements
for the fiscal year ended December 31, 2020, and appropriationof the result for the fiscal year ended December 31, 2020
(1st to 3rd resolutions)Your General Meeting is called, first of all, for the purpose of
approving the individual financial statements (1st resolution) andconsolidated financial statements (2nd resolution) for the fiscal year
ended December 31, 2020, and appropriating the result for the
fiscal year (3rd resolution).
The Company’s individual financial statements for the fiscal year
ended December 31, 2020, show an accounting net deficit of
12,699,402 euros and retained earnings of 121,699,878
euros. It is proposed that you appropriate this available amountas follows:
THE COMPANY'S INDIVIDUAL FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020

In accordance with Article 243 bis of the French general tax
code, the distributions made for the last three fiscal years areindicated below:(in €)Net income(12,699,402)

Positive retained earnings

121,699,878

Total to be appropriated109,000,476

Appropriation to the statutory reserve-

Total amount
distributed

Distributed dividend
fully eligible forthe 40% reductionreferred to in
Grossdividend Article 158-3-2 of theFrench general tax
percode (2)share (1)Total distributable

109,000,476

Statutory dividend

756,160

2017€10,678,854.30

€0.85

€0.34

Supplemental dividend

8,065,711

2018€10,694,071.85

€0.85

€0.34

Total net dividend

8,821,872

2019€8,817,312.70

€0.70

€0.28

BALANCE APPROPRIATED
TO RETAINED EARNINGS

100,178,604

In addition, the Board of Directors proposes that your General
Meeting set the amount of the dividend to 0.70 euros per share.
The dividend will be payable beginning on July 1, 2021.

10

Pursuant to the provisions of Article 243 bis of the French generaltax code, it is specified that, under the conditions defined by thelaws and regulations in force, this gross dividend will be subject
to a single withholding tax at the global rate of 30% (i.e. 12.8%
for income tax and 17.2% for social security contributions), except
for the option for the progressive scale of income tax, which wouldin this case be intended to apply to all capital income received
in 2021. In case of the progressive scale option, this option will
provide eligibility for the 40% proportional reduction provided
for in Article 158(3)(2) of the French general tax code, i.e. 0.28
euros per share. This scheme is applicable to individuals domiciledfor tax purposes in France.

Guerbet  2021 Notice of Meeting BrochureYear(1) Before taxes and social security contributions.
(2) For individuals whose country of tax residence is France in case of theoption for the progressive income tax scale.

< < CONTENTS

Report of the Board of Directors on resolutions
submitted to the General Meeting

4

II. Special report of the Statutory Auditors on the regulated agreements and commitments
referred to in Articles L. 225-38 et seq. of the French commercial code (4th resolution)
The special report of the Company's Statutory Auditors on theregulated agreements and commitments referred to in Articles
L. 225-38 et seq. of the French commercial code mentions a
new agreement subject to the provisions of Article L. 225-38 of
the French commercial code. Under the 4th resolution, you are
asked to approve the special report of the Statutory Auditors, which

acknowledges the absence of an agreement within the scope of
the aforementioned Article L. 225-38 and occurring during the
fiscal year ended December 31, 2020, as well as the existenceof a regulated agreement and regulated commitments previously
approved that continued to be executed during the past fiscal year.

III.	Approval, pursuant to Article L. 22-10-34-I of the French commercial code,of the information mentioned in Article L. 22-10-9-I of the French commercial codeon the compensation of company officers (5th resolution)
Under the 5th resolution, you are asked to approve, pursuant to
Article L. 22-10-34-I of the French commercial code, information
mentioned in Article L. 22-10-9-I of the French commercial codeabout the compensation of company officers as presented in thecorporate governance report referred to in Article L. 225-37 of
the French commercial code and contained in section 2.4 of theCompany's 2020 Universal Registration Document.

IV.	Approval, pursuant to Article L. 22-10-34-II of the French commercial code,of the fixed, variable, and exceptional components of the total compensation and benefitsof any kind paid during the fiscal year ended December 31, 2020, or awarded for the same
fiscal year to Marie-Claire Janailhac-Fritsch as Chairperson of the Board of Directors,
to David Hale as Chief Executive Officer, and Pierre André as Deputy Chief Executive Officer(6th to 8th resolutions)
During its meeting of March 24, 2021, the Board of Directors,
on the recommendation of the Appointments and Compensation
Committee and pursuant to Article L. 22-10-34-II of the Frenchcommercial code, decided to submit for the approval of your
General Meeting the fixed, variable, and exceptional componentsof the total compensation and benefits of any kind paid during the
fiscal year ended December 31, 2020, or awarded for the same
fiscal year to Marie-Claire Janailhac-Fritsch as Chairperson of theBoard of Directors, David Hale as Chief Executive Officer, and
Pierre André as Deputy Chief Executive Officer, as described in

the corporate governance report referred to in Article L. 225-37of the French commercial code and presented in section 2.4 of
the Company's 2020 Universal Registration Document.
With regard to Pierre André, only the compensation components
paid or awarded for his office as Deputy Chief Executive Officer
are subject to a vote of approval by the Shareholders pursuant
to Article L. 22-10-34-II of the French commercial code. This
compensation corresponds to an annual fixed compensation of
11,500 euros gross.

V.	Approval, pursuant to Article L. 22-10-8-I of the French commercial code,of the compensation policy applicable to the executive company officers (Marie-Claire
Janailhac-Fritsch as Chairperson of the Board of Directors, David Hale as Chief Executive
Officer, and Pierre André as Deputy Chief Executive Officer) (9th to 11th resolutions)and to the non-executive company officers (Directors of the Company) (12th resolution)
During its meeting of March 24, 2021, pursuant to Article
L. 22-10-8-I of the French commercial code, the Board of Directors
decided to submit for approval by your General Meeting thecompensation policy applicable to Marie-Claire Janailhac-Fritsch
as Chairperson of the Board of Directors of the Company, David
Hale as Chief Executive Officer of the Company, and Pierre Andréas Deputy Chief Executive Officer of the Company as well as to
the Directors of the Company.

referred to in Article L. 225-37 of the French commercial code
and appearing in section 2.4 of the Company's 2020 Universal
Registration Document. Pursuant to Article L. 22-10-34-II of theFrench commercial code, for executive company officers, theamounts resulting from the implementation of these compensation
policies will be subject to the approval of the Shareholders during
the General Meeting ruling on the financial statements for the fiscal
year ending December 31, 2021.

These compensation policies, determined by the Board of Directors
on the recommendation of the Appointments and Compensation
Committee, are presented in the corporate governance report

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

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Report of the Board of Directors on resolutions
submitted to the General Meeting

VI. Determination of the amount of the overall annual compensation to be paid to the Directors(13th resolution)
The Board of Directors, pursuant to Article L. 225-45 of the Frenchcommercial code, proposes setting the amount of the annual fixed

sum to be allocated to the Directors as compensation for theirduties to 300,000 euros.

VII.	Reappointment of Céline Lamort as Director (14th resolution)
The 14th resolution concerns the reappointment of Céline Lamort
as Director, which will expire at the end of the General Meetingof May 28, 2021. It is therefore proposed that you reappoint
her for a term of six years, expiring at the end of the General
Meeting to be held in 2027 to approve the financial statements
for the fiscal year ending December 31, 2026.
After receiving the opinion of the Appointments and Compensation
Committee, the Board of Directors considered that Céline Lamort

could not be considered an independent member according to
the criteria of independence of the Afep-Medef Code due tobeing a member of the Guerbet family and a party to the family
shareholding agreement.
Additional information about the Directors proposed for reappointment
is provided in appendix 4 of this report.

VIII.	Appointment of Marc Massiot as a new Director (15th resolution)
Under the 15th resolution, it is proposed that you appoint Marc
Massiot as a new Director of the Company for a term of six years,
expiring at the end of the General Meeting to be held in 2027
to approve the financial statements for the fiscal year ending
December 31, 2026.
After receiving the opinion of the Appointments and Compensation
Committee, the Board of Directors considered that Marc Massiot

could not be considered an independent member according to
the criteria of independence of the Afep-Medef Code due tobeing a member of the Guerbet family and a party to the family
shareholding agreement.
Additional information about the Directors proposed for appointment
is provided in appendix 4 of this report.

IX.	Authorization for the Board of Directors to trade in the Company's shares(16th resolution)
Under the 16th resolution, the Board of Directors proposes thatyour General Meeting authorize it to purchase a number of sharesof the Company not to exceed (i) 10% of the total number ofshares making up the share capital or (ii) 5% of the total numberof shares 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,
or contribution, with the understanding that acquisitions by theCompany may not in any case result in the Company holding morethan 10% of the shares making up its share capital at any time.
Shares may be purchased in order to:a. ensure liquidity and stimulate the market for the Company's sharesthrough an investment services provider acting independently
under a liquidity contract consistent with the market practiceadmitted by the French financial markets authority (AMF) on
July 2, 2018;b. allocate shares to company officers and employees of theCompany and of other entities of the Group;

12

Guerbet  2021 Notice of Meeting Brochurec. tender the shares of the Company during the exercise of rights
attached to securities directly or indirectly granting the right toredemption, conversion, exchange, presentation of a warrant,
or any other form of award of shares of the Company;
d. hold the Company's shares and subsequently tender them forpayment or exchange in connection with any external growth
operations;e. cancel all or part of the shares thus purchased;
f. implement any market practice that would come to be admitted
by the AMF and, more generally, carry out any operation
complying with the regulations in force.
The maximum unit purchase price may not be greater than
100 euros per share, excluding costs.
The Board of Directors proposes that this authorization, which wouldcancel and replace the authorization granted by the nineteenth
resolution of the General Meeting of May 29, 2020, be granted
for a period of eighteen (18) months from this General Meeting.

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Appendix 1

4

Appendix 1(Agenda item 5)

APPROVAL, PURSUANT TO ARTICLE L. 22-10-34-II OF THE FRENCH COMMERCIAL
CODE, OF THE INFORMATION ABOUT THE COMPENSATION OF COMPANY OFFICERS
AS DESCRIBED IN ARTICLE L. 22-10-9-I OF THE FRENCH COMMERCIAL CODE
Compensation components paid or awarded for the 2020 fiscal year
(ex post vote at the General Meeting of May 28, 2021) Marie-Claire Janailhac-Fritsch,
Chairperson of the Board of Directors

Compensation
components subject
to a vote

Amounts paid
during thepast fiscal
year

Amounts awarded
for the past fiscal
year or book Comments and reference(s)valuation to 2020 Universal Registration Document

2020 fixedcompensation€110,000€110,000 Section 2.4.1.1 "Compensation policy for the Chairperson of the Boardof 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, whichnotably involve ensuring that the Company is properly governed and thatits governance bodies (Board of Directors and its Committees, General
Meeting of Shareholders) function effectively;● the skills, experience, expertise, and professional profile of the holder ofthis position;● market benchmarks on compensation awarded to a non-executive chairperson
in comparable companies of the healthcare market in France. In the context
of the COVID-19 crisis and at the suggestion of the Chairperson of the Boardof Directors and the Chief Executive Officer, an internal "COVID-19" fund
was created. On an exceptional basis, all the Directors, the Chairperson of
the Board of Directors, and the Chief Executive Officer voluntarily decided
to pay 5% of their annual compensation (fixed annual compensation of
the Chief Executive Officer). This fund supports employees in hardshipand the implementation of specific Guerbet initiatives in certain countries.

Directorshipcompensation€50,400€48,000 Section 2.4.5 "Compensation of the Directors."
The compensation of the Directors consists of a fixed share and a variable
share. The variable share is the main share of the Directors' compensation.

Benefits of any kind
Welfare and mutual
health insurance€2,466€2,466 Section 2.4.1.1 "Compensation policy for the Chairperson of the Boardof Directors."
Contributions paid by Guerbet for mutual health insurance and welfare
insurance. The Chairperson has health coverage and a welfare insurance
policy, taken out by Guerbet, under the same conditions as for Guerbet
employees. The contributions paid by Guerbet totaled €2,466 in 2020,of which €1,217 for the welfare insurance and €1,249 for the mutual
health insurance.

Benefits of any kind
Supplementary
pension€4,950€4,950 Section 2.4.1.1 "Compensation policy for the Chairperson of the Boardof Directors."
Marie-Claire Janailhac-Fritsch is covered by the "Article 83" funded pension
plan, a mandatory Group insurance policy for the executive category.
Contributions for 2020 totaled €4,950.

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Appendix 1

Compensation components paid or awarded for the 2020 fiscal year
(ex post vote at the General Meeting of May 28, 2021) David Hale, Chief Executive Officer
Amounts paid
during thepast fiscal
year

Fixed compensation€469,500€469,500 Section 2.4.1.2 "Compensation policy for the Chief Executive Officer."
The following factors are considered in determining the fixed compensation
for this position:● the level and complexity of the duties and responsibilities attributed tothis position;● the skills, experience, expertise, and professional profile of the holder ofthe position;● market analyses and studies on the compensation awarded to international
executives in comparable companies of the healthcare industry in France
to ensure attractive, competitive compensation levels. In the context of the
COVID-19 crisis and at the suggestion of the Chairperson of the Boardof Directors and the Chief Executive Officer, an internal COVID-19 a fund
was created. On an exceptional basis, all the Directors, the Chairperson of
the Board of Directors, and the Chief Executive Officer voluntarily decided
to pay 5% of their annual compensation (fixed annual compensation of
the Chief Executive Officer). This fund supports employees in hardshipand the implementation of specific Guerbet initiatives in certain countries.

Annual variable
compensation€0€406,731 Section 2.4.1.2 "Compensation policy for the Chief Executive Officer."
The variable compensation for 2020 was based on quantitative criteria(gross margin, EBITDA, free cash flow, several CSR criteria) and qualitative
criteria (progress on projects related to the integration of acquisitions andprogress on business development and licensing projects). These criteria
were aligned with the Company's objectives.
For confidentiality reasons, the level of achievement required for the quantitative
criteria and the details of the qualitative criteria, although pre-established
precisely, cannot be disclosed.

Multi-year variable
compensation€0€0 Section 2.4.1.2 "Compensation policy for the Chief Executive Officer."
Performance shares that became fully vested in 2020.
The Chief Executive Officer received no award of performance shares during
the fiscal year for the reasons mentioned in section 2.4.3.3.

€56,447€56,447 Section 2.4.1.2 "Compensation policy for the Chief Executive Officer."David Hale received €56,447 in benefits in kind in 2020. 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: €29,798;● a company car: €5,696;● 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 of policyholders
for the insurance period in question, limited to Social Security bracket C.
The monthly contribution rate is exclusively employer-based and is equal to4.5% of the monthly compensation. There are no tax charges associatedwith the policies. Contributions for 2020 totaled €14,808.

Benefitsof any kind

14

Amounts awarded
for the past fiscal
year or book Comments and reference(s)valuation to 2020 Universal Registration Document

Compensation
components subject
to a vote

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Appendix 1

4Compensation components paid or awarded for the 2020 fiscal year
(ex post vote at the General Meeting of May 28, 2021) Pierre André, Deputy Chief Executive Officer

Compensation components
subject to a voteCompensation awarded forhis position as Deputy Chief
Executive Officer(Chief Pharmacist)

Amounts paid Amounts awarded
during the for the past fiscal
year or book Comments and reference(s)past fiscal
valuation to 2020 Universal Registration Documentyear€11,500€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 serving as Chief Pharmacist for the Guerbet group. On
the proposal of the Appointment and Compensation Committee,
the gross Chief Pharmacist premium for the Deputy Chief Executive
Officer was stipulated as €11,500 for 2020. On the proposalof the Appointments and Compensation Committee, the Board of
Directors will submit the renewal of an identical premium for 2021
for approval by the General Meeting.

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Appendix 1

Compensation of the outgoing Chief Executive Officer, Yves L'Épine
Yves L'Épine's term of office ended on December 31, 2019. However, he received his variable annual compensation for 2019 in
2020, following the assessment of his objectives by the Board of Directors. This compensation was submitted to the General Meetingof Shareholders of May 29, 2020, for a vote.
(in €)

Compensation due for the fiscal year (including payroll taxes)

2020

2019

313,000 (1)1,292,483(1) Including only the variable annual compensation that was submitted to the General Meeting of Shareholders of May 29, 2020, for a vote.

Compensation
components subject
to a vote

Annual variable
compensation

16

Amounts paid
during thepast fiscal
year

Amounts awarded
for the past fiscal
year or book Comments and reference(s)valuation to 2020 Universal Registration Document€313,000

Guerbet  2021 Notice of Meeting Brochure€0 Section 2.4.1.2 "Compensation policy for the Chief Executive Officer."
The variable compensation for 2020 was based on quantitative criteria(gross margin, EBITDA, free cash flow, several CSR criteria) and qualitative
criteria (progress on projects related to the integration of acquisitions andprogress on business development and licensing projects). These criteria
were aligned with the Company's objectives.
For confidentiality reasons, the level of achievement required for thequantitative criteria and the details of the qualitative criteria, althoughpre-established precisely, cannot be disclosed.
On the proposal of the Board of Directors, the outgoing Chief Executive
Officer's compensation was approved by the General Meeting of May
29, 2020. Yves L'Épine's variable compensation for 2019 was paid
during fiscal year 2020.
No fixed compensation components were awarded to him during the 2020
fiscal year due to the end of his term of office as of December 31, 2019.

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Report of the Board of Directors on resolutions
Appendix 2

4

Appendix 2

APPROVAL OF THE COMPENSATION COMPONENTS PAID
OR AWARDED FOR THE YEAR ENDED DECEMBER 31, 2020,
TO MARIE-CLAIRE JANAILHAC-FRITSCH AS CHAIRPERSON OF THE BOARD
OF DIRECTORS, DAVID HALE AS CHIEF EXECUTIVE OFFICER,
AND PIERRE ANDRÉ AS DEPUTY CHIEF EXECUTIVE OFFICER
Compensation of the Chairperson of the Board of Directors, Marie-Claire Janailhac-Fritsch
Summary of compensation awarded to the Chairperson of the Board of Directors,
Marie-Claire Janailhac-Fritsch
2020

2019

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

117,416

117,569

Compensation for serving as a Director (1)48,00050,400(in €)TOTAL COMPENSATION

165,416(2)

167,969(1) Given that Directors' compensation is considered investment income, it is not subject to payroll taxes.
(2) Amount proposed to the General Meeting of Shareholders of May 28, 2021, for a vote.

In 2020, the Chairperson of the Board of Directors donated 5% of her annual compensation (net fixed compensation and compensation
for serving as a Director) to the internal COVID-19 fund.

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

Amounts paid during the fiscal year

2020

2019

2020

2019

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

110,000

110,000

110,000

110,000

Compensation as a Director (1)48,00050,40050,40038,500

7,416

7,569

7,416

7,569

167,969

167,816

156,069(in €)

Benefits in kind

(2)

TOTAL COMPENSATION

165,416(3)(1) Given that Directors' compensation is considered investment income, it is not subject to payroll taxes.
(2) The Chairperson of the Board of Directors has health coverage and a welfare insurance policy. Contributions paid by Guerbet in 2020 totaled €2,466. She is also
covered by the "Article 83" funded pension plan. Contributions for 2020 totaled €4,950.
(3) Amount proposed to the General Meeting of Shareholders of May 28, 2021, for a vote.

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Appendix 2

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

Chairperson of the Boardof Directors

Employment contract
Yes

Marie-Claire Janailhac-Fritsch

Supplementary
pension plan

No

Yes

X

X

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

No

Yes

Compensation relating
to a non-compete clause

No

Yes

X

No

X

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

Compensation of the Chief Executive Officer, David Hale
Summary of compensation awarded to the Chief Executive Officer, David Hale2020

(in €)

Compensation due for the fiscal year (including payroll taxes)

932,678 (1)Multi-year compensation:●

Value of performance shares awarded during the fiscal year●

Value of performance shares awarded previously●

Value of performance shares distributed during the fiscal year

– (2)

–

TOTAL

932,678(1) Including the variable annual compensation to be submitted to the General Meeting of Shareholders of May 29, 2021, for a vote.
(2) Given the COVID crisis, the Chief Executive Officer exceptionally decided to forgo his 2020 multi-year compensation.

The Chief Executive Officer donated 5% of his net fixed annual compensation to the internal COVID-19 fund.

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

Amounts paid during
the fiscal year

2020

2020

Fixed compensation (including payroll taxes)

469,500

469,500

Variable compensation (including payroll taxes)

406,731 (1)

0

–

–

Benefits in kind (2)56,44756,447TOTAL COMPENSATION

932,678

525,947(in €)

Exceptional compensation (including payroll taxes)(1) Gross amount submitted to the General Meeting of Shareholders of May 28, 2021, for a vote.
(2) David Hale received €56,447 in benefits in kind in 2020. 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: €5,697;- the "Article 83" funded pension plan: €14,808.

The Chief Executive Officer donated 5% of his net fixed annual compensation to the internal COVID-19 fund.

18

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Appendix 2

4

Performance shares awarded to the Chief Executive Officer during the 2020 fiscal year
At the Board of Directors meeting of December 16, 2020, the Chief Executive Officer informed the Board that in view of the impactsof the COVID-19 crisis on the Guerbet group's financial situation, he decided to forgo the company's payment of his multi-year variable
compensation for the 2020 fiscal year. As a result, no performance shares were awarded for his role as Chief Executive Officer.

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

Employment contract
Chief Executive Officer

Yes

Supplementary
pension plan

No

Yes

X

X

David Hale

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

No

Yes

Compensation relating
to a non-compete clause

No

Yes

No

X

X

Start of term: January 1, 2020

Compensation of the Deputy Chief Executive Officer (Group Chief Pharmacist)
The information relating to Pierre André's compensation as presented in 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)" of the 2020
Universal Registration Document.

Summary of compensation awarded to Pierre André, Deputy Chief Executive Officer
2020

2019

Compensation for corporate office held (including payroll taxes)

11,50011,500

Value of performance shares distributed during the fiscal year

25,586–

TOTAL

37,086

11,500(in €)

Details of compensation awarded to Pierre André, Deputy Chief Executive Officer
Amounts due for the fiscal year

Amounts paid during the fiscal year

2020

2019

2020

2019

Compensation for corporate office held(including payroll taxes)

11,50011,50011,50011,500TOTAL COMPENSATION

11,50011,50011,50011,500(in €)

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

Employment contract
Deputy Chief Executive Officer

Pierre André

Yes

X

No

Supplementary
pension plan
Yes

X

No

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

No

X

Compensation relating
to a non-compete clause
Yes

No

X

Start of term: June 1, 2016

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Report of the Board of Directors on resolutions
Appendix 3

Appendix 3

APPROVAL OF THE PRINCIPLES AND CRITERIA FOR DETERMINING,
DISTRIBUTING, AND AWARDING THE FIXED AND VARIABLE COMPONENTS
OF THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND THAT MAY BE
AWARDED TO MARIE-CLAIRE JANAILHAC-FRITSCH AS CHAIRPERSON OF THE BOARD
OF DIRECTORS, DAVID HALE AS CHIEF EXECUTIVE OFFICER, AND PIERRE ANDRÉAS DEPUTY CHIEF EXECUTIVE OFFICER
Compensation policy for company officers
The information set forth below is part of the compensation policy
for company officers established in accordance with Article L.
225-37-2 of the French commercial code. This policy describes
all the components of the fixed, variable, and, where applicable,
exceptional compensation of Guerbet's company officers, including
its Chairperson of the Board of Directors, its Chief Executive
Officer, its Deputy Chief Executive Officer, and its Directors, andexplains 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, areconditional on the approval by the Ordinary General Meeting inyear 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 of recommendations
made by the Appointments and Compensation Committee and isreviewed annually. Guerbet's Appointments and Compensation
Committee has no company officers and is composed of amajority of independent Directors and chaired by one of themin accordance with the recommendations of Article 18.1 of the
Afep-Medef Code on the composition of this committee.
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 topromote its performance and competitiveness in the short, medium,and long term. It is based on the following principles:
●
●

●

●

20

compliance with the recommendations of the Afep-Medef Code;consistency with compensation policies within the market in orderto remain competitive. Benchmarks are periodically produced
to measure compensation levels and structures against panelsof comparable companies in the healthcare sector;
overall consistency, reviewed annually, to respect the principleof balance between the various compensation components(annual fixed, annual variable, multi-year variable) and in viewof the compensation in force in the Company;a concern for attractiveness and retention to attract, motivate,
and retain talent, while taking into account the requirementsof stakeholders, including shareholders, in terms of social andenvironmental responsibility, transparency, and performance;

Guerbet  2021 Notice of Meeting Brochure●●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 with recommendations to the Board of Directors, both in the developmentof the compensation policy and in its implementation and in theestablishment of the amounts or valuations of compensation or
benefits.
The compensation policy for company officers, and in particular
their variable compensation, is part of the Company's short-,
medium-, and long-term strategy. The targets for the Chief Executive
Officer (CEO) are based on the Company's medium- and long-term
strategic plans. The annual variable compensation criteria are theshort-term (one-year) version of the objectives of the medium- andlong-term strategic plan. The Chairperson of the Board does
not receive variable compensation. The Deputy Chief Executive
Officer may receive variable compensation for his employment
contract and not for his corporate office. The performance criteria
for determining multi-year variable compensation are set out inthe medium- and long-term strategic plans.
The criteria for awarding compensation are determined in order
to be consistent with the corporate interest of the Guerbet groupand to help ensure its sustainability. The compensation of company
officers also depends on their responsibilities, the results achieved,
and the work completed. It depends, particularly for the Chief
Executive Officer and the Deputy Chief Executive Officer, on thetype of duties entrusted to them, or on exceptional situations.
In addition, to make sure that the compensation is competitive, theprinciple of Comparability is also applied so that the awarded
compensation can be compared with the reference market of
healthcare. A new benchmark was established in 2020 for the
Chief Executive Officer and members of the Executive Committee.
Changes in the compensation of company officers are decidedin accordance with the labor policy and the compensation policy
applicable to all employees, including other executives andemployees of the Company.
The compensation conditions for company officers are reviewed
annually by the Appointments and Compensation Committee,
which makes a proposal to the Board of Directors, consistent withthose of the Company's employees.

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Report of the Board of Directors on resolutions
Appendix 3

Compensation policy for the Chairpersonof the Board of Directors (non-executive
company officer)

4Compensation structure

For the 2020 fiscal year, the annual fixed compensation of
the Chairperson of the Board of Directors was maintained at
110,000 euros. On the recommendation of the Appointments andCompensation Committee, the Board of Directors will propose
maintaining this compensation for the 2021 fiscal year at theGeneral Meeting of Shareholders of May 28, 2021.

The Chairperson of the Board of Directors receives total compensation
composed of:

Fixed annual compensation for 2021●

fixed compensation for serving as Chairperson;●compensation for serving as a Director;●

group welfare insurance and health insurance plans;●a supplementary pension plan.

Consistent with her non-executive role, and in line with market
practices in France, the Chairperson of the Board of Directors
does not receive any short-term annual variable compensationor any multi-year variable compensation and is not part of any
long-term incentive plan.

On the proposal of the Appointments and Compensation
Committee and after deliberation by the Board of Directors on
March 24, 2021, the Chairperson of the Board of Directors's
annual fixed compensation for the 2021 fiscal year is maintained
at 110,000 euros, subject to approval by the Annual General
Meeting called to approve the financial statements for the 2020
fiscal year to be held on May 28, 2021.

Compensation for serving as a Director

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 the company's
scope as well as market compensation trends so that it remains
competitive.

As a Director, the Chairperson of the Board of Directors receives
compensation for this role. Details of this compensation (fixedshare and variable share) are described in section 2.4.2 of the2020 Universal Registration Document.

The Chairperson does not receive variable compensation in cash
or securities or any other compensation based on the performanceof the Company or Group.

Group welfare insurance and health insurance plans

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 Boardof Directors, which notably involve ensuring that the Company
is properly governed and that its governance bodies (Board of
Directors and its Committees, General Meeting of Shareholders)function effectively;
the skills, experience, expertise, and professional profile of theholder of this position;market benchmarks on compensation awarded to a non-executive
chairperson in comparable companies of the healthcare market
in France.

Benefits in kind
Since 2015, the Chairperson of the Board of Directors has beena beneficiary under the following plans, subject to the sameterms and 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.

The compensation policy may be changed during the term of thecorporate office and prior to its renewal if there is a significant
change in the company's scope and in the responsibilities entailed
by this position or if it diverges further away from the benchmark
market. In such specific situations, the nature of any adjustment to
the fixed compensation and the associated reasons are publicly
disclosed.

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Appendix 3

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

As such, in order to safeguard their interests, the Company
endeavors to maintain consistency between the Chief Executive
Officer's total compensation and the evolution of the Company's
performance.

Compensation structure

The structure of the Chief Executive Officer's compensation isbroken down as follows:

The Chief Executive Officer's compensation policy aims to strike abalance between long-term and short-term performance in order topromote the development of the company for all its stakeholders.

●

●

●

1/3 fixed annual compensation, not subject to performance
conditions;
1/3 variable annual compensation, subject to performance
conditions;
1/3 variable multi-year compensation, subject to performance
conditions.

PERFORMANCE CONDITIONS

Present at the end of the vesting period
70% Financial performance
30% CSR performance

33%

33%

MULTI-YEAR> Performance
shares66%
Compensation subject
to performance conditions

33%

ANNUAL> Fixedcompensation

33%

PERFORMANCE CONDITIONSANNUAL> Variable
compensation

Implementation of the current strategic plan
Commercial performance
Financial performance
Industrial performance
CSR performance

Fixed annual compensation

Variable annual compensation

The Chief Executive Officer's fixed annual compensation is awarded
as payment for the responsibilities inherent to such a position.

Calculation

The following factors are among those considered:●●●

the level and complexity of the duties and responsibilities
attributed to this position;
the skills, experience, expertise, and professional profile of theholder of the position;market analyses and studies on the compensation awarded
to international executives in comparable companies of thehealthcare industry in France to ensure attractive, competitivecompensation levels.

For the 2020 fiscal year, the Chief Executive Officer's annual
fixed compensation was maintained at 469,500 euros. On
the recommendation of the Appointments and Compensation
Committee, the Board of Directors will propose maintaining thiscompensation for the 2021 fiscal year at the General Meetingof Shareholders of May 28, 2021.

Fixed annual compensation for 2021
On the proposal of the Appointments and Compensation Committee
and after deliberation by the Board of Directors on March 24,
2021, the Chief Executive Officer's annual fixed compensation
for the 2021 fiscal year is maintained at 469,500 euros, subject
to approval by the Annual General Meeting called to approve
the financial statements for the 2020 fiscal year to be held on
May 28, 2021.

The Chief Executive Officer's annual variable compensation isintended to encourage the achievement of the annual performance
objectives determined by the Board of Directors in line with theimplementation of the Company's strategy. Provided that all theapplicable objectives are achieved, this variable compensation
equals 100% of the annual fixed compensation. If the objectives
are exceeded, it may amount to a maximum of 150% of the fixedannual compensation.
Its calculation is based on quantitative and qualitative criteria thatcover Guerbet's short-term strategy and objectives, in particular 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 theperformance thresholds mentioned above.
The variable annual compensation is calculated and set by the
Board of Directors following the close of the fiscal year to which
it applies. On the recommendation of the Appointments andCompensation Committee, the Board of Directors determines thevarious objectives, their weightings, and the expected performancelevels. It thus sets:
●

●

●

22

Compensation
without performance
conditions

Guerbet  2021 Notice of Meeting Brochure

the trigger threshold under which no variable compensation
is paid;the variable compensation target level, corresponding to theamount due when each objective is achieved; andthe criteria for assessing quantitative and qualitative performance.

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Report of the Board of Directors on resolutions
Appendix 3

Therefore:●●●

0% of the premium below a minimum threshold of achievementof 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 Chief Executive Officer is appointed or the existing Chief
Executive Officer's term of office is terminated during the course ofa year, the same principles as above will apply, on a proportional
basis by reference to the period during which the Chief Executive
Officer concerned actually holds office.

4

In the event of retirement upon reaching the legal retirement age
before the end of the performance share vesting period, the Chief
Executive Officer continues to benefit from the performance shares
initially awarded but remains subject to the other conditions of thePlan, including performance conditions. In the event of a departurefrom the Group for reasons other than retirement, the Chief Executive
Officer loses the benefit of the awarded performance shares.

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

Multi-year variable compensation

Exceptional compensation

Objective

Exceptional compensation may also be awarded in exceptional
circumstances.

Since 2016, Guerbet's Board of Directors has included theawarding 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, isparticularly suited to the position of Chief Executive Officer in viewof the role's expected level of direct contribution to the company's
medium- and long-term performance in line with the objectives
communicated to the market. The compensation helps to increase
the company officer's motivation and loyalty while aligning thecompany officer's interests with those of the Company's stakeholders
and its corporate interest.

System and conditions
The multi-year compensation system within Guerbet. currently
consists solely of performance share awards.
On the recommendation of the Appointment and Compensation
Committee, the Board of Directors fixes the performance conditions
attached to compensation in performance shares for all beneficiaries
of Guerbet and its subsidiaries throughout the world. Failure tomeet the performance conditions over the assessment period resultsin the loss of all or part of the initial award.
Awards are also subject to a condition of presence in the Group at
the end of the vesting period and entail an obligation for the Chief
Executive Officer to hold these shares until the end of the term ofoffice. On the proposal of the Appointments and Compensation
Committee, the Board of Directors validates the achievement of
the defined criteria at the end of the vesting period.

Compulsory holding period
Pursuant to the provisions of Article L. 225-197-1 of the Frenchcommercial code, and as determined by the Board of Directors,
the Chief Executive Officer must keep 20% of the awarded sharesin registered form for the entire term of office.

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 to all
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 plan offeredpursuant to "Article 83." It 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 retirementsavings policy under Article 107 of French Act No. 2010-1330
of November 9, 2010. Contributions are based on the annual
gross compensation of policyholders for the insurance period inquestion, limited to Social Security bracket C. The contribution
rate is exclusively employer-based. The employer contributionsof 4.5% are monthly. There are no tax charges associated withthe 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 des chefs et dirigeantsd'entreprises – GSC). Under this policy, benefits would be payable
if the Chief Executive Officer were to lose this office.

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Report of the Board of Directors on resolutions
Appendix 3

Company car

Compensation for 2021

The Chief Executive Officer has use of a company vehicle.

On the proposal of the Appointments and Compensation Committee
and after deliberation by the Board of Directors on March 24,
2021, the annual fixed compensation of the Deputy Chief
Executive Officer – Chief Pharmacist – for the 2021 fiscal year ismaintained at 11,500 euros, subject to approval by the Annual
General Meeting called to approve the financial statements forthe 2020 fiscal year to be held on May 28, 2021.

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

Compensation for serving as a Director
A Chief Executive Officer who is also a Director receives
compensation for that role, including for participating in meetingsof the Board of Directors.
Currently, the Chief Executive Officer is not a Director and therefore
does not receive any compensation in this respect.

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

Compensation policy for the 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 as Chief Pharmacist 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 employee of
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 annual compensationaccording to the conditions in force for Group employees.

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

Compensation for serving as a Director
A Deputy Chief Executive Officer who is also a Director receives
compensation for that role, including for participating in meetingsof the Board of Directors.
Currently, the Deputy Chief Executive Officer is not a Director andtherefore does not receive any compensation in this respect.

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

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

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

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Report of the Board of Directors on resolutions
Appendix 3

Directors' compensation
The compensation policy aims to compensate Directors for theircommitment to corporate governance. It incorporates an identical
fixed share for all Directors and a variable share according tomeeting attendance criteria.
As for company officers, changes in the compensation of Directors
are decided in accordance with the labor and compensation
policy applicable to all employees.
At the General Meeting planned for May 28, 2021, the shareholders
will be asked to approve the award of compensation to the Directors

4

for the 2020 fiscal year for a maximum total amount of 300,000
euros, composed of a fixed portion and a preponderant variable
portion calculated according to the participation of each member
in Committee meetings.
The Chairpersons of each of the Committees receive an additionalvariable portion, justified by the workload and additional
responsibility that this function entails.
Isabelle Raynal and Jean-Sébastien Raynaud, Directors representing
the employees, do not receive compensation.

AMOUNT OF COMPENSATION FOR SERVING AS A DIRECTOR TO BE DISTRIBUTED FOR 2020

Director

Annual fixed portion

Variable portion

Net total

Marie-Claire Janailhac-Fritsch€6,000€42,000€48,000

Marion Barbier€6,000€21,600€27,600

Mark Fouquet€6,000€25,200€31,200

Éric Guerbet€6,000€19,200€25,200

Didier Izabel€6,000€37,200€43,200

Claire Massiot-Jouault€6,000€25,200€31,200

Céline Lamort€6,000€16,800€22,800

Nicolas Louvet€6,000€21,600€27,600

Isabelle Raynal

€0

€0

€0

Jean-Sébastien Raynaud

€0

€0

€0

Thibault Viort€6,000€30,000€36,000

TOTAL€54,000€238,800€292,800

In the context of the COVID-19 crisis and at the suggestion of the
Chairperson of the Board of Directors and the Chief Executive
Officer, an internal COVID-19 a fund was created. It consisted of
5% of the compensation of the Directors, 5% of the compensationof the Chairperson of the Board of Directors, and 5% of the fixedannual compensation of the Chief Executive Officer. All thesecontributions were made on a voluntary basis.

The fund is intended to be used to support employees suffering
serious financial difficulties due to the pandemic or to support
Guerbet's national initiatives, such as the implementation of ahomework assistance solution for the children of employees inFrance.

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Report of the Board of Directors on resolutions
Appendix 4

Appendix 4

INFORMATION ABOUT DIRECTORS PROPOSEDFOR APPOINTMENT OR REAPPOINTMENT

Céline LAMORTDIRECTOR

Non-independent: member of the Guerbet family
CAREER HISTORY: Head of strategic projects at Barry Callebaut since 2016

Date of birth:
March 30, 1982

 Head of Operations in the Food and Crop Protection division of Royal DSM N.V. from 2013

Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte

 Head of Supply Chain in the Food and Crop Protection division of Royal DSM N.V. from 2011

First appointment
to the Board:
May 29, 2015
Date of last
reappointment:
not applicableEnd of term of office:2021 General Meeting

to 2016
to 2013

 Head of Logistics at Royal DSM N.V. in 2011
 Head of continuous improvement/operational excellence projects at Royal DSM N.V. from2008 to 2011

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

EDUCATION: IFA/Science-Po Paris – Company Director Certificate
 Unitech International Program École Nationale Supérieure de Chimie de Paris (ENSCP)

Current offices held
AT GUERBET Director
 Audit Committee member

2020 meeting attendance rate
Board of Directors: 100%
Audit Committee: 100%

Current offices held in French companies
None

Current offices held in foreign companies
None

Offices held over the past five years
FRENCH COMPANIESNoneFOREIGN COMPANIES

None

26

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Report of the Board of Directors on resolutions
Appendix 44Marc MASSIOT
Non-independent: member of the Guerbet family
CAREER HISTORY: Founding Director, Enaxante, Business consulting and training in the health sector (since 2017)
 Founding Director, Espace Santé Saint-Bernard – Physiotherapy, Osteopathy, Sports Health

Date of birth:
June 16, 1960
Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte(since 2017)

 Chief Executive Officer, Indiba France, medical device manufacturing subsidiary (2013-2016)
 Founding Director, Enaxante, Business consulting and training in the health sector (2007-2013)
 Director of Training and Evaluation, Executive Committee member, LPG System, medical device

manufacturer (2000-2007)

 Instructor, Institut de Formation des Cadres de Santé, Croix-Rouge Française (1995-2007)
 Instructor, Instituts de Formation en Kinésithérapie (1993-2000)
 Member of the commission of physiotherapists of the high council of paramedical professions

with the French ministry of health as a "competent person" (1996-2000)

 Publications of books, articles, and communications in health and human sciences (since 1993)
 Physiotherapist and osteopath, private practice (1984-2000)

EDUCATION:
 EM Lyon Business School – General Management & Budget program (2007)
 Research master's degree in education sciences option "Education, learning, evaluation, andtraining systems" specialization. Université de Provence, Aix Marseille 1 (2006)

 Health executive diploma and Bachelor of Science in education, 1993 IFCS Croix-Rouge

Française Paris/Université d'Aix Marseille 1 partnership (1993)

 Osteopathy degree (1992)
 Certificate in biomechanics, Henri Mondor Faculty of Medicine, Professor Kenesi, Créteil (1986)
 State diploma in physiotherapy (1984)

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resolutions

Resolutions presented to the Ordinary General Meeting

FIRST RESOLUTION(Approval of the individual financial statements for the fiscal year ended December 31, 2020)
The General Meeting, deliberating according to the conditionsof quorum and majority required for ordinary general meetings,
after having reviewed the reports of the Board of Directors and the
Statutory Auditors, approves the individual financial statements forthe fiscal year ended December 31, 2020, including the balance

sheet, the income statement, and the notes, as presented to it,
showing a loss of 12,699,402 euros, as well as the transactions
reflected in these financial statements and summarized in thesereports.

SECOND RESOLUTION(Approval of the consolidated financial statements for the fiscal year ended December 31, 2020)
The General Meeting, deliberating according to the conditionsof quorum and majority required for ordinary general meetings,
after having reviewed the reports of the Board of Directors and the
Statutory Auditors, approves the consolidated financial statements
for the fiscal year ended December 31, 2020, including thebalance sheet, the income statement, and the notes, as presented
to it, as well as the transactions reflected in these financial
statements and summarized in these reports, which show a profitof 17,714,161 euros.

THIRD RESOLUTION(Appropriation of the result for the fiscal year ended December 31, 2020,and determination of the dividend amount)
The General Meeting, deliberating according to the conditions of quorum and majority required for ordinary general meetings, after
having reviewed the reports of the Board of Directors and the Statutory Auditors on the proposal of the Board of Directors, resolves toallocate the accounting net deficit for the fiscal year ended December 31, 2020, of 12,699,402 euros as follows:(in €)Net income(12,699,402)

Positive retained earnings

121,699,878

Total to be appropriated109,000,476

Appropriation to the statutory reserve
Total distributable

109,000,476

Statutory dividend

756,160

Supplemental dividend

8,065,711

Total net dividend

8,821,872

BALANCE APPROPRIATED TO RETAINED EARNINGS

28–

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100,178,604

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Resolutions presented to the Ordinary General Meeting

The General Meeting therefore resolves to pay a dividend of
0.70 euros per share. The dividend will be payable beginningon July 1, 2021.
Pursuant to the provisions of Article 243 bis of the French generaltax code, it is specified that, under the conditions defined by thelaws and regulations in force, this gross dividend will be subject
to a single withholding tax at the global rate of 30% (i.e. 12.8%
for income tax and 17.2% for social security contributions), except

5

for the option for the progressive scale of income tax, which wouldin this case be intended to apply to all capital income received
in 2021. In case of the progressive scale option, this option will
provide eligibility for the 40% proportional reduction provided
for in Article 158(3)(2) of the French general tax code, i.e. 0.28
euros per share. This scheme is applicable to individuals domiciledfor tax purposes in France.

In accordance with Article 243 bis of the French general tax code, the distributions made for the last three fiscal years are indicated below:

Total amount
distributed

Gross dividend
per share (1)Distributed dividend fully eligible
for the 40% reduction referred
to in Article 158-3-2of the French general tax code (2)2017€10,678,854.30

€0.85

€0.34

2018

€10,694,071.85

€0.85

€0.34

2019

€8,817,312.70

€0.70

€0.28

Year

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

The General Meeting resolves that, in accordance with the provisions of Article L. 225-210 of the French commercial code, the amountof the dividend corresponding to the shares that the Company holds at the time of payment will be appropriated to "retained earnings."

FOURTH RESOLUTION(Special report of the Statutory Auditors on the regulated agreements and commitments
referred to in Articles L. 225-38 et seq. of the French commercial code)
The General Meeting, deliberating according to the conditionsof quorum and majority required for ordinary general meetings,
after having reviewed the report of the Board of Directors andthe special report of the Statutory Auditors presented pursuant to
Article L. 225-40 of the French commercial code on the regulatedagreements and commitments referred to in Articles L. 225-38 etseq. of the same code, approves the terms of the said report, which
acknowledges the absence of any agreement within the scope of
the aforementioned Article L. 225-38 and occurring during the
fiscal year ended December 31, 2020, as well as the existenceof a regulated agreement and regulated commitments previously
approved that continued to be executed during the past fiscal year.

FIFTH RESOLUTION(Approval, pursuant to Article L. 22-10-34-I of the French commercial code, of the information mentioned
in Article L. 22-10-9-I of the French commercial code on the compensation of company officers)
The General Meeting, deliberating according to the conditionsof quorum and majority required for ordinary general meetings,
having reviewed the corporate governance report referred to in
Article L. 225-37 of the French commercial code and appearing
in section 2.4 of the Company's 2020 Universal Registration

Document, approves, pursuant to Article L. 22-10-34-I of the Frenchcommercial code, the information mentioned in Article L. 22-10-9-Iof the French commercial code and presented therein on thecompensation of the company officers for the fiscal year ended
December 31, 2020, as presented in the aforementioned report.

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Resolutions presented to the Ordinary General Meeting

SIXTH RESOLUTION(Approval, pursuant to Article L. 22-10-34-II of the French commercial code, of the fixed, variable,
and exceptional components of the total compensation and benefits of any kind paid
during the fiscal year ended December 31, 2020, or awarded for the same fiscal year
to Marie-Claire Janailhac-Fritsch as Chairperson of the Board of Directors)
The General Meeting, deliberating according to the conditionsof quorum and majority required for ordinary general meetings,
having reviewed the corporate governance report referred to in
Article L. 225-37 of the French commercial code and appearing
in section 2.4 of the Company's 2020 Universal Registration
Document, approves, pursuant to Article L. 22-10-34-II of theFrench commercial code, the fixed, variable, and exceptional
components of the total compensation and benefits of any kindpaid during the fiscal year ended December 31, 2020, orawarded for the same fiscal year to Marie-Claire Janailhac-Fritsch,
Chairperson of the Board of Directors, and as presented in the
aforementioned report.

SEVENTH RESOLUTION(Approval, pursuant to Article L. 22-10-34-II of the French commercial code, of the fixed, variable,
and exceptional components of the total compensation and benefits of any kind paid during the fiscal year
ended December 31, 2020, or awarded for the same fiscal year to David Hale as Chief Executive Officer)
The General Meeting, deliberating according to the conditionsof quorum and majority required for ordinary general meetings,
having reviewed the corporate governance report referred to in
Article L. 225-37 of the French commercial code and appearing
in section 2.4 of the Company's 2020 Universal Registration
Document, approves, pursuant to Article L. 22-10-34-II of the Frenchcommercial code, the fixed, variable, and exceptional componentsof the total compensation and benefits of any kind paid during
the fiscal year ended December 31, 2020, or awarded for thesame fiscal year to David Hale, Chief Executive Officer, and aspresented in the aforementioned report.

EIGHTH RESOLUTION(Approval, pursuant to Article L. 22-10-34-II of the French commercial code,of the fixed, variable, and exceptional components of the total compensation
and benefits of any kind paid during the fiscal year ended December 31, 2020,
or awarded for the same fiscal year to Pierre André as Deputy Chief Executive Officer)
The General Meeting, deliberating according to the conditionsof quorum and majority required for ordinary general meetings,
having reviewed the corporate governance report referred to in
Article L. 225-37 of the French commercial code and appearing
in section 2.4 of the Company's 2020 Universal Registration
Document, approves, pursuant to Article L. 22-10-34-II of the Frenchcommercial code, the fixed, variable, and exceptional componentsof the total compensation and benefits of any kind paid during
the fiscal year ended December 31, 2020, or awarded for thesame fiscal year to Pierre André, Deputy Chief Executive Officer,
and as presented in the aforementioned report.

NINTH RESOLUTION(Approval, pursuant to Article L. 22-10-8-I of the French commercial code, of the compensation
policy applicable to Marie-Claire Janailhac-Fritsch as Chairperson of the Board of Directors)
The General Meeting, deliberating according to the conditionsof quorum and majority required for ordinary general meetings,
having reviewed the corporate governance report referred to in
Article L. 225-37 of the French commercial code and appearing
in section 2.4 of the Company's 2020 Universal Registration
Document, approves, pursuant to Article L. 22-10-8-I of the30

Guerbet  2021 Notice of Meeting Brochure

French commercial code, the compensation policy applicableto Marie-Claire Janailhac-Fritsch as Chairperson of the Board of
Directors, as defined by the Company's Board of Directors on
the proposal of the Compensation Committee and presented in
the aforementioned report.

< < CONTENTSPROPOSED resolutions

Resolutions presented to the Ordinary General Meeting

5

TENTH RESOLUTION(Approval, pursuant to Article L. 22-10-8-I of the French commercial code,of the compensation policy applicable to David Hale as Chief Executive Officer)
The General Meeting, deliberating according to the conditionsof quorum and majority required for ordinary general meetings,
having reviewed the corporate governance report referred to in
Article L. 225-37 of the French commercial code and appearing
in section 2.4 of the Company's 2020 Universal Registration

Document, approves, pursuant to Article L. 22-10-8-I of the Frenchcommercial code, the compensation policy applicable to David
Hale as Chief Executive Officer, as defined by the Company's
Board of Directors on the proposal of the Compensation Committee
and presented in the aforementioned report.

ELEVENTH RESOLUTION(Approval, pursuant to Article L. 22-10-8-I of the French commercial code,of the compensation policy applicable to Pierre André as Deputy Chief Executive Officer)
The General Meeting, deliberating according to the conditionsof quorum and majority required for ordinary general meetings,
having reviewed the corporate governance report referred to in
Article L. 225-37 of the French commercial code and appearing
in section 2.4 of the Company's 2020 Universal Registration

Document, approves, pursuant to Article L. 22-10-8-I of theFrench commercial code, the compensation policy applicable to
Pierre André as Deputy Chief Executive Officer, as defined by theCompany's Board of Directors on the proposal of the Compensation
Committee and presented in the aforementioned report.

TWELFTH RESOLUTION(Approval, pursuant to Article L. 22-10-8-I of the French commercial code,of the compensation policy applicable to the Directors)
The General Meeting, deliberating according to the conditionsof quorum and majority required for ordinary general meetings,
having reviewed the corporate governance report referred to in
Article L. 225-37 of the French commercial code and appearing
in section 2.4 of the Company's 2020 Universal Registration

Document, approves, pursuant to Article L. 22-10-8-I of the Frenchcommercial code, the compensation policy applicable to the
Directors of the Company, as defined by the Company's Boardof Directors on the proposal of the Compensation Committee andpresented in the aforementioned report.

THIRTEENTH RESOLUTION(Determination of the amount of the overall annual compensation to be paid to the Directors)
The General Meeting, deliberating according to the conditionsof quorum and majority required for ordinary general meetings,
after having reviewed the report of the Board of Directors, resolves
to fix, from the fiscal year beginning on January 1, 2021, theamount of the annual fixed sum provided for in Article L. 225-45of the French commercial code to be allocated to the Directors
as compensation for their duties, at 300,000 euros, leaving it to
the Board of Directors to determine the distribution and date ofpayment of this compensation.

FOURTEENTH RESOLUTION(Reappointment of Céline Lamort as Director)
The General Meeting, deliberating according to the conditionsof quorum and majority required for ordinary general meetings,
after having reviewed the report of the Board of Directors
acknowledging that Céline Lamort's term of office as Director
expires on this day, resolves to reappoint her for a period of six

years as stipulated in the articles of association, which will end
following the Ordinary General Meeting of Shareholders to beheld in 2027 to approve the financial statements for the fiscal
year ending December 31, 2026.

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Resolutions presented to the Ordinary General Meeting

FIFTEENTH RESOLUTION(Appointment of Marc Massiot as a new Director)
The General Meeting, deliberating according to the conditions ofquorum and majority required for ordinary general meetings, after
having reviewed the report of the Board of Directors, appoints
as from this day Marc Massiot, residing at 246, chemin des
Bas-Brusquets, 06220 Vallauris, and born on June 16, 1960,

in Paris (17th arrondissement), as Director of the Company for aterm of six years, which will end following the Ordinary General
Meeting of Shareholders to be held in 2027 to approve thefinancial statements for the fiscal year ending December 31, 2026.

SIXTEENTH RESOLUTION(Authorization for the Board of Directors to trade in the Company's shares)
The General Meeting, deliberating according to the conditions ofquorum and majority required for ordinary general meetings, after
having reviewed the report of the Board of Directors:
1. authorizes the Board of Directors, with the option to subdelegate
in accordance with the legislative and regulatory requirements,
in compliance with the provisions of Articles L. 22-10-61 et seq.
and L. 225-210 of the French commercial code, to purchaseor arrange the purchase of, on one or more occasions and at
the times that it deems appropriate, a number of shares of theCompany that may not exceed:i. 10% of the total number of shares making up the sharecapital at any time whatsoever, orii. 5% of the total number of shares making up the sharecapital acquired by the Company in order to retain them,deliver them for payment later, or exchange them as partof a merger, demerger, or transfer.
These percentages apply to a number of shares adjusted,
where appropriate, depending on the transactions that may
affect the share capital after this General Meeting.
Acquisitions made by the Company may under no circumstances
lead the Company to hold at any time more than 10% of theshares comprising its share capital;
2. resolves that this authorization may be used to:a. ensure liquidity and stimulate the market for the Company's
shares through an investment services provider acting
independently under a liquidity contract consistent with themarket practice admitted by the French financial markets
authority (AMF) on July 2, 2018,b. award shares to the company officers and employees of
the Company and other Group entities, and in particularin connection with (i) profit sharing, (ii) any Company stock
option plan, pursuant to the provisions of Articles L. 225-177
and L. 22-10-56 et seq. of the French commercial code,or (iii) any savings plan in accordance with the provisionsof Articles L. 3331-1 et seq. of the French labor code, or(iv) any free award of shares pursuant to the provisions ofArticles L. 225-197-1 et seq. and L. 22-10-59 et seq. of
the French commercial code, and carry out any hedging
operations relating to these transactions, under the conditions
specified by the market authorities and at the times deemed
appropriate by the Board of Directors or the person acting
on the authority of the Board of Directors,

32

Guerbet  2021 Notice of Meeting Brochurec. tender the Company's shares upon the exercise of rights
attached to securities granting direct or indirect accessthrough redemption, conversion, exchange, presentationof warrants, or any other means to the allocation of theCompany's shares under the regulations in force and carryout all hedging operations related to these transactions, under
the conditions provided for by the market authorities andat the times deemed appropriate by the Board of Directors
or by the person acting on the authority of the Board of
Directors,
d. hold the Company's shares and subsequently tender themfor payment or exchange in connection with any external
growth operations,e. cancel all or part of the shares thus purchased,
f. implement any market practice that would come to be
admitted by the AMF and, more generally, carry out any
operation complying with the regulations in force;
3. resolves that the maximum unit purchase price may not begreater than 100 euros per share, excluding costs. However,for operations on the Company's capital, particularly themodification of the share's nominal value, a capital increaseby capitalization of reserves followed by the creation and freeallocation of shares, a stock split or a reverse stock split, theBoard of Directors may adjust the aforementioned maximum
purchase price to take into account the impact of these operations
on the value of the Company's shares;
4. resolves that the acquisition, disposal or transfer of these shares
may be done and paid for by any means authorized by theregulations in force, on a regulated market, on a multilateral
trading system, with a systematic internalizer or by mutual
agreement, in particular by the acquisition or sale of blocks,
by the use of options or other derivatives, or warrants or, moregenerally, securities giving access to shares of the Company
at the times deemed appropriate by the Board of Directors;
5. resolves that the Board of Directors may not, without theprior authorization of the General Meeting, make use of thisauthorization once a third party has submitted a proposed
public offer for the Company's shares, until the end of the offer
period;< < CONTENTSPROPOSED resolutions

Resolutions presented to the Ordinary General Meeting5

6. resolves that the Board of Directors will have full powers, withthe option to subdelegate in accordance with the legislativeand regulatory requirements, to carry out, in compliance withthe applicable laws and regulations, the allocations and,
where applicable, the permitted reallocations of repurchased
shares in view of one of the objectives of the program for one
or more of its other objectives, or their disposal, on or off themarket.

stock market orders, enter into any agreements, in particular
for the keeping of share purchase and sale records, make any
declarations to the AMF or any other competent authority, establish
any document, particularly information documents, complete
all formalities, and, in general, do whatever is necessary.

All powers are therefore conferred on the Board of Directors,
with the option to subdelegate in accordance with the legislativeand regulatory requirements, to implement this authorization,
specify its terms if necessary, and set the procedures under thelegal conditions and this resolution and, in particular, place all

7. resolves that this authorization, which cancels and replaces
the authorization granted by the nineteenth resolution of theGeneral Meeting of May 29, 2020, is granted for a periodof eighteen (18) months from this General Meeting.

In accordance with the law, the Board of Directors must informthe General Meeting of the operations carried out under thisauthorization;

SEVENTEENTH RESOLUTION(Powers to carry out formalities)
The General Meeting, deliberating according to the conditions of quorum and majority required for ordinary general meetings, grants
full powers to the bearer of copies or extracts of these minutes to complete all legal formalities.

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on the resolutions

STATUTORY AUDITORS’ REPORTON THE CONSOLIDATED FINANCIAL STATEMENTS
This is a translation into English of the Statutory Auditors’ report on the financial statements of the Company issued in French and it is provided solely
for the convenience of English-speaking users.
This Statutory Auditors’ report includes information required by 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 with, and construed in accordance with, French law and professional auditing standards applicable in France.

Year ended December 31, 2020
To the Guerbet Annual General Meeting,

OPINION
In 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, 2020.
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, 2020 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 we haveobtained 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 Consolidated
Financial Statements” section of our report.

Independence
We conducted our audit engagement in compliance with independence rules applicable to us, for the period from January 1, 2019
to the date of our report and specifically we did not provide any prohibited non-audit services referred to in Article 5-(1) of Regulation(EU) No. 537/2014 or in the French Code of Ethics (Code de déontologie) for Statutory Auditors.

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JUSTIFICATION OF ASSESSMENTS – KEY AUDIT MATTERS
Due to the global crisis related to the COVID-19 pandemic, the financial statements of this period have been prepared and audited
under specific conditions. Indeed, this crisis and the exceptional measures taken in the context of the state of sanitary emergency have
had numerous consequences for companies, particularly on their operations and their financing, and have led to greater uncertainties
on their future prospects. Those measures, such as travel restrictions and remote working, have also had an impact on the companies'
internal organization and the performance of the audits.
It is in this complex and evolving context that, 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, approved in the conditions
mentioned above, and in forming our opinion thereon, and we do not provide a separate opinion on specific items of 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 has carried out external growth operations, and recognized goodwill, manufacturing assets andintangible 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 not allocated to a cash-generating
unit (CGU) and is tested based on a consolidated business plan. The other assets are allocated to four groups of cash-generating units(CGUs), defined according to the geographic 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, 2020 for €49.4 million, including goodwill of €39.8 million, does not exceed the recoverable amount anddoes 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 the amountwith regard to the consolidated balance sheet. In addition, Management is required to make significant estimates and exercise a highlevel of judgment in determining the assumptions underlying impairment tests and particularly with regard to the construction of theMedium 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 determination ofthis 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 2020-2024 Medium-Term Plan (MTP) prepared by Management, as
they were presented to and approved by the Board of Directors on September 23, 2020 as part of the MTP approval process;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 the helpof our valuation specialists and by analyzing the various constituent parameters to be applied;verified the arithmetical accuracy of the impairment tests performed;
assessed whether the information provided in note 5.3 to the consolidated financial statements, particularly with regard to key
assumptions and sensitivity analyses, is appropriately presented and comprehensive.

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Statutory Auditors' reports on the resolutions
Statutory Auditors’ report on the consolidated financial statements

Recoverability of deferred tax assets resulting from tax loss carry-forwards
Paragraph x) of the Accounting policies and methods and notes 8 and 21.2 to the consolidated financial statements

Risk identifiedDeferred tax assets relating to tax loss carry-forwards are presented in the December 31, 2020 balance sheet for €8.4 million, including
tax loss carry-forwards of the US and French tax consolidation groups of €3.2 million and €1.1 million, respectively.
These assets correspond to tax savings expected from the future allocation of these tax loss carry-forwards against future tax profits, forwhich the Group has prepared income forecasts demonstrating the realization of these savings.
The French and non-French tax rules governing transfer pricing policies and the future use of tax loss carry-forwards may change overtime and differ from one country to another. The Group’s worldwide industrial and commercial presence tends to complicate the analysis.
In addition, the recoverability of capitalized tax losses is based on the ability of the subsidiaries to meet the objectives defined in theMedium-Term Plan.
We therefore considered the recoverability of deferred tax assets relating to tax loss carry-forwards to be a key audit matter, given
the risks relating to local tax specificities and due to the importance of the judgment exercised by Management in preparing income
forecasts by tax consolidation group to ensure they will enable the offset of tax losses carried forward, pursuant to the Medium-TermPlan’s assumptions.

Our response
Our work consisted in assessing the data and assumptions retained by Management to estimate the level of future taxable income
enabling the use of tax loss carry-forwards in the near future.
We analyzed the deferred tax calculations for the most significant entities. Accordingly, our procedures primarily consisted in:●verifying the substance of the available tax losses and their terms of use,●

assessing the ability of the tax consolidation groups to generate future taxable profits, pursuant to the Medium-Term Plan’s projections.

These analyses were carried out with the help of our tax experts where needed, and we also verified that the disclosures in notes 8
and 21.2 to the consolidated financial statements were appropriately presented and comprehensive.

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 the information
contained therein. This information should be reported on by an independent third party.

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OTHER LEGAL AND REGULATORY VERIFICATIONS OR INFORMATION
Format of presentation of the consolidated financial statements
intended to be included in the annual financial report
In accordance with Article 222-3-III of the AMF General Regulation, the Company’s Management informed us of its decision to postpone
the presentation of the consolidated financial statements in compliance with the European single electronic format as defined in theEuropean Delegated Regulation No. 2019/815 of December 17, 2018 to years beginning on or after January 1, 2021. Therefore,
this report does not include a conclusion on the compliance with this format of the presentation of the consolidated financial statements
intended to be included in the annual financial report mentioned in Article L. 451-1-2-I of the French Monetary and Financial Code
(Code monétaire et financier).

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, 2020, Deloitte & Associés and Crowe HAF were in the 34th year and 13th year of total uninterrupted engagement,
respectively.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED
WITH GOVERNANCE FOR THE CONSOLIDATED FINANCIAL STATEMENTSManagement 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
Objectives 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 of assurance
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 the aggregate, 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.

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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 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;
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 thata 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 the underlying
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 the Groupto express an opinion on the consolidated financial statements. The Statutory Auditor is responsible for the direction, supervisionand performance of the audit of the consolidated financial statements and for the opinion expressed on these 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 the accounting
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 most significancein 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 to L. 822-14of 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 the related safeguards.
Levallois-Perret and Paris-La Défense, April 2, 2021
The Statutory Auditors
Crowe HAF

Deloitte & Associés

Member of Crowe Global
Marc de Prémare

38

David Kharoubi

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Jean-François Viat<

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Statutory Auditors’ report on the annual financial statements

6

STATUTORY AUDITORS’ REPORT ON THE ANNUAL
FINANCIAL STATEMENTS
This is a translation into English of the Statutory Auditors’ report on the financial statements of the Company issued in French and it is provided 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 in accordance with French law and professional auditing standards applicable in France.

For the year ended December 31, 2020
To the Guerbet Annual General Meeting,

OPINION
In 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, 2020.
In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of the Company
as of December 31, 2020 and of the results of its operations for the year then ended in accordance with French accounting 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 we haveobtained 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 rules applicable to us, for the period from January 1, 2020
to the date of our report and specifically we did not provide any prohibited non-audit services referred to in Article 5-(1) of Regulation(EU) No. 537/2014 or in the French Code of Ethics (Code de déontologie) for Statutory Auditors.

JUSTIFICATION OF ASSESSMENTS – KEY AUDIT MATTERS
Due to the global crisis related to the COVID-19 pandemic, the financial statements of this period have been prepared and audited
under specific conditions. Indeed, this crisis and the exceptional measures taken in the context of the state of sanitary emergency have
had numerous consequences for companies, particularly on their operations and their financing, and have led to greater uncertainties
on their future prospects. Those measures, such as travel restrictions and remote working, have also had an impact on the companies'
internal organization and the performance of the audits.
It is in this complex and evolving context that, 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, approved in the conditions mentioned
above, and informing our opinion thereon, and we do not provide a separate opinion on specific items of the financial statements.

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Valuation of equity investments and loans and advances granted to subsidiaries
Paragraphs d) and e) of the Accounting policies and methods and note 3 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, 2020
for a net amount of €325 million and €107 million, respectively, or 50% 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 are recorded
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 of loans
and advances granted to subsidiaries, which represent a particularly material amount. We therefore considered the valuation of theseassets 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 equity: reconciled the equity amount used for impairment testingwith the audited financial statements of the relevant entity;
for equity investments whose value in use is the market value: assessed the consistency of the market value used with information
available at that date and reconciled the share in the market value with the carrying value of the equity investment.

Our work also consisted in assessing the recoverability of loans and advances granted to subsidiaries with respect to the equity investment
analyses.

SPECIFIC VERIFICATIONS
We have also performed, in accordance with professional standards applicable in France, the specific verifications required by French law.

Information given in the management report and in the other documents addressedto shareholders with respect to the financial position and the financial statements
We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given in
the management report of the Board of Directors and in the other documents with respect to the financial position and the financial
statements provided to the shareholders.
We attest the fair presentation and the consistency with the financial statements of the information relating to payment deadlines mentioned
in Article D. 441-6 of the French Commercial Code (Code de commerce).

Report on corporate governance
We attest that the Board of Directors’ report on corporate governance contains the information required by Articles L. 225-37-4,
L. 22-10-10 and L. 22-10-9 of the French Commercial Code.
Concerning the information given in accordance with the requirements of Article L. 22-10-9 of the French Commercial Code relating toremunerations 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 includedin the scope of consolidation. Based on this work, we attest the accuracy and fair presentation of this information.

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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 compliance withthe source documents communicated to us. Based on these procedures, we have no matters to report on this information.

Other disclosures
In accordance with French law, we have verified that the required information concerning the purchase of investments and controllinginterests and the identity of shareholders and holders of the voting rights has been properly disclosed in the management report.

OTHER LEGAL AND REGULATORY VERIFICATIONS OR INFORMATION
Format of presentation of the financial statements intended to be includedin the annual financial report
In accordance with Article 222-3-III of the AMF General Regulation, the Company’s Management informed us of its decision to postpone
the presentation of the financial statements in compliance with the European single Electronic format as defined in the European DelegatedRegulation No. 2019/815 of December 17, 2018 to years beginning on or after January 1, 2021. Therefore, this report does notinclude a conclusion on the compliance with this format of the presentation of the financial statements intended to be included in theannual financial report mentioned in Article L. 451-1-2, I of the French Monetary and Financial Code (Code monétaire et financier).

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, 2020, Deloitte & Associés and Crowe HAF were in the 34th year and 13th year of total uninterrupted engagement,
respectively.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED
WITH GOVERNANCE FOR THE FINANCIAL STATEMENTSManagement is responsible for the preparation and fair presentation of the financial statements in accordance with French accounting
principles, and for such internal control as Management determines is necessary to enable the preparation of financial statements thatare 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.

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STATUTORY AUDITORS’ RESPONSIBILITIES FOR THE AUDITOF THE FINANCIAL STATEMENTS
Objectives 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 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 the aggregate, they could reasonably be expected toinfluence 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 and performs
audit procedures responsive to those risks, and obtains audit evidence considered to be sufficient and appropriate to provide 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 thata material uncertainty exists, there is a requirement to draw attention in the audit report to the related disclosures in the financial
statements or, if such disclosures are not provided or inadequate, to modify the opinion expressed therein;evaluates the overall presentation of the financial statements and assesses whether these statements represent the underlying transactions
and events in a manner that achieves fair presentation.

Report to the Audit Committee
We submit a report to the Audit Committee which includes in particular a description of the scope of the audit and the audit program
implemented, as well as the results of our audit. We also report, if any, significant deficiencies in internal control regarding the accounting
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 most significancein 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 to L. 822-14of 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 the related safeguards.
Levallois-Perret and Paris-La Défense, April 2, 2021
The Statutory Auditors
Crowe HAF

Deloitte & Associés

Member of Crowe Global
Marc de Prémare

42

David Kharoubi

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Statutory Auditors' reports on the resolutions
Statutory Auditors’ special report on regulated agreements

6

STATUTORY AUDITORS’ SPECIAL REPORT ON REGULATED AGREEMENTS
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 be understood 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.

Annual General Meeting held to approve the financial statements for the year ended December 31, 2020
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 and conditionsof those agreements brought to our attention or which we may have discovered during the course of our audit, as well as the reasonsjustifying that such agreements are in the Company’s interest, without expressing an opinion on their usefulness and appropriateness or
identifying such other agreements, if any. It is your responsibility, pursuant to Article R. 225-31 of the French Commercial Code (Codede 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 Instituteof Statutory Auditors (Compagnie nationale des commissaires aux comptes) applicable to this engagement. These procedures consistedin agreeing the information provided to us with the relevant source documents.

AGREEMENT SUBMITTED TO THE APPROVAL OF THE ANNUAL GENERAL MEETING
Agreement authorized during the year
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 ANNUAL GENERAL MEETING
Agreements authorized in prior years with continuing effect during the year
Pursuant to Article L. 225-30 of the French Commercial Code, we have been informed that the following agreement, previously approvedby Annual General Meetings of prior years, had continuing effect during the year.

Agreement signed with Yves L’Épine, Chief Executive Officer until December 18, 2019
Nature and purpose: agreement entered into between Guerbet and Yves L’Épine, following the Board of Directors’ decision of
December 18, 2019 to terminate his office of Chief Executive Officer.
This agreement was previously authorized by your Board of Directors on December 18, 2019.
Terms and conditions: agreement concerning the waiver by each party, in return for reciprocal concessions granted, of any demand,claim or action whatsoever, current or future, directly or indirectly related to Yves L’Épine’s office as Chief Executive Officer of Guerbet,
or one of his offices in a subsidiary of Guerbet (including compensation components relating to these offices), or any other previously
existing agreements between the parties.
Amount: the agreement provides for the payment by the Company to Yves L’Épine, of fixed, total and definitive compensation, in full and final
settlement, equal to a gross amount of €1,100,000 before all deductions. This compensation was paid in full and final settlement in January 2020.
Levallois-Perret and Paris-La Défense, April 2, 2021
The Statutory Auditors
Crowe HAF

Deloitte & Associés

Member of Crowe Global
Marc de PrémareDavid Kharoubi

Jean-François Viat
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Statutory Auditors' reports on the resolutions
Report of one of the Statutory Auditors, appointed as independent third party, on the consolidated non-financial statement

REPORT OF ONE OF THE STATUTORY AUDITORS,APPOINTED AS INDEPENDENT THIRD PARTY,
ON THE CONSOLIDATED NON-FINANCIAL STATEMENT
This is a free translation into English of the Statutory Auditor’s report issued in French and is provided solely for the convenience 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.

For the year ended December 31, 2020
To the Annual General Meeting of Guerbet company,
In our capacity as Statutory Auditor of Guerbet S.A., appointed as independent third party and accredited by COFRAC under
number 3-1048 (scope of accreditation available at www.cofrac.fr), we hereby report to you on the consolidated non-financial statement
for the year ended December 31, 2020 (hereinafter the “Statement”), 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).

COMPANY’S RESPONSIBILITY
The Board of Directors is responsible for preparing a Statement pursuant to legal and regulatory provisions, including a presentationof the business model, a description of the main extra-financial risks, a presentation of the policies implemented with respect to theserisks as well as the results of these policies, including key performance indicators. The Statement has been prepared by applying theCompany’s procedures (hereinafter the “Guidelines”), summarized in the Statement and available on the Company’s website or onrequest from its headquarters.

INDEPENDENCE AND QUALITY CONTROL
Our independence is defined by the requirements of article L. 822-11-3 of the French Commercial Code and the French Code of
Ethics for Statutory Auditors (Code de déontologie). In addition, we have implemented a system of quality control including documented
policies and procedures regarding compliance with the ethical requirements, French professional standards and applicable legal andregulatory requirements.

RESPONSIBILITY OF THE STATUTORY AUDITORAPPOINTED 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.”

However, it is not our responsibility to provide any conclusion on the Company’s compliance with other applicable legal and regulatory
provisions, particularly with regard to anti-corruption and taxation nor on the compliance of products and services with the applicableregulations.

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Statutory Auditors' reports on the resolutions

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

6

NATURE AND SCOPE OF PROCEDURES
We performed our work in accordance with Articles A. 225-1 et seq. of the French Commercial Code defining the conditions underwhich the independent third party performs its engagement and the professional guidance issued by the French Institute of Statutory
Auditors (Compagnie nationale des commissaires aux comptes) relating to this engagement and with ISAE 3000 (Assurance engagements
other than audits or reviews of historical financial information).
We conducted procedures in order to assess the Statement's compliance with regulatory provisions, and the fairness of the Information:
●
●

●

●

●

●

We familiarized ourselves with the Group’s business activity and the description of the principal risks associated.
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, as well as in the second paragraph of Article L. 22-10-36 regarding the respect for human rights and thefight 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 principal risks associated with all the entity’s activities,
including where relevant and proportionate, the risks associated with its business relationships, its products or services, as well as its
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 ourwork 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 accordance with
Article L. 233-16, with the limits specified in the Statement.
We obtained an understanding of internal control and risk management procedures the entity has put in place and assessed the datacollection process to ensure the completeness and fairness of the Information.
We carried out, for the key performance indicators and other quantitative outcomes (2) that in our judgment were of most significance:• analytical procedures that consisted in verifying the correct consolidation of collected data as well as the consistency of changes
thereto;• substantive tests, on a sampling basis, that consisted in verifying the proper application of definitions and procedures and reconcilingdata with supporting documents. These procedures were conducted for a selection of contributing entities (3)) and covered between
19% and 41% of the consolidated data for the key performance indicators and outcomes selected for these tests;●

We assessed the overall consistency of the Statement in relation to our knowledge of the Company.

We believe that the procedures we have performed, based on our professional judgment, are sufficient to provide a basis for a limited
assurance conclusion; a higher level of assurance would have required us to carry out more extensive procedures.

(1) Qualitative information: Recruitment policy; Deployment of programs to improve the quality of life at work and for the prevention of psychosocial risks;Collective agreements 2020; Actions to secure industrial plants; New specific policy to manage relations with patient associations and the principles to befollowed; Deployment of the Supplier Code of Ethics; The Group’s Code of Ethics updated in 2020.
(2) Environmental quantitative information: Water consumption of industrial plants; Amount of waste produced by industrial plants and externally treated, proportionof waste externally treated and recovered; Energy consumption of industrial plants; CO2 emissions related to energy consumption of industrial plants.
Social quantitative information: Total headcount at the end of the period; Occupational injury frequency and severity rates; Number of incidents reported asa percentage of the number of employees (Total Recordable Incident Rate); Number of employees who attended a training course facilitated by a trainer.
(3) Selected entities: Industrial plants based in Lanester (France) and Aulnay-sous-Bois (France).

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Statutory Auditors' reports on the resolutions
Report of one of the Statutory Auditors, appointed as independent third party, on the consolidated non-financial statement

MEANS AND RESOURCES
Our work engaged the skills of five people between March and April 2021.
To assist us in conducting our work, we referred to our corporate social responsibility and sustainable development experts. We conducted
about ten interviews with people responsible for preparing the Statement.

CONCLUSION
Based on our work, nothing has come to our attention that cause us to believe that the non-financial statement does not comply with theapplicable regulatory provisions and that the Information, taken as a whole, is not fairly presented in accordance with the Guidelines.
Paris-La Défense, April 2, 2021
One of the Statutory Auditors
Deloitte & Associés

46

Jean-François Viat

Éric Dugelay

Partner, Audit

Partner, Sustainability Services

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BUSINESS ACTIVITY SUMMARY:
the Guerbet group in 2020

Analysis of activity and results

PRESENTATION OF REPORTED REVENUE
Breakdown of revenue by product range

2020

2019

X-Ray

45.0 %

45.6 %

MRI

31.1 %

32.8 %

Delivery Systems and Services

10.2 %

9.8 %Total Diagnostic Imaging

86.4 %

88.2 %

Interventional Imaging

10.3 %

9.2 %Other sources of information

3.3 %

2.6 %

Breakdown of revenue by geographic region

2020

2019

Europe40.8 %

42.3 %

Other markets

59.2 %

57.7 %ANALYSIS OF REVENUE
The postponement of certain examinations and non-essential
radiological procedures had a significant impact on activity,
resulting in a contraction of the market. In this difficult environment,
the Group has managed to maintain its market share by continuing
to serve its customers to preserve patient health.
At December 31, 2020, reported revenue was 712.3 million
euros, down 12.8% from December 31, 2019, including asubstantial negative forex impact of €23.1 million. Revenue atconstant exchange rates (CER) was down 10.0%, as the Group
expected.

Diagnostic Imaging revenue was down 11.4% at CER. It totaled
615.2 million euros compared with €719.4 million at December
31, 2019, or -14.5% at current exchange rates.
●●

MRI sales decreased 15.3% at CER and 17.2% at current
exchange rates to 227.6 million euros. This decline was due
to a negative volume effect directly related to the health crisis
and, to a lesser extent, an adverse price effect in Europe related
to the generic form of Dotarem®.
X-ray revenue was down 8.8% at CER. It totaled 385.3 million
euros at current exchange rates, or -12.6% from 2019, with
Xenetix® showing good resistance throughout the year.

Interventional Imaging revenue was down 1.5% at CER (-2.7%
at current exchange rates), still driven by Lipiodol® sales up nearly
1% at CER. The segment's revenue totaled 73.5 million euros atcurrent exchange rates compared with 75.5 million euros in 2019.

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Business activity summary: the Guerbet group in 2020
Analysis of activity and results

RESULTS
2020

IFRS

2019
% of revenue(in thousands of €)+ Revenue% of revenue

712,295

100.0

816,906

100.0

5,397

0.8

2,249

0.3

- Purchases consumed and change in inventories(166,552)(23.4)(199,772)(24.5)- External expenses(203,975)(28.6)(246,265)(30.1)- Staff-related costs(236,500)(33.2)(241,852)(29.6)

5,876

0.8(1,375)(0.2)- Taxes(15,852)(2.2)(18,372)(2.2)

EBITDA (1)100,68914.1

111,519

13.7- Depreciation, amortization, and provisions(59,343)(8.3)(59,775)

7.3

Operating result

41,346

5.8

51,744

6.3- Net financial expenses(7,156)(1.0)(7,577)(0.9)+/- Foreign exchange gains or losses and otherfinancial income/expenses(12,469)

(1.8)

7,039

0.9

+/- Tax expense(4,008)(0.6)(13,879)(1.7)

NET INCOME

17,714

2.5

37,328

4.6+ Other operating income+/- Other operating income and expenses(1) EBITDA = operating income + depreciation, amortization and provisions.

ANALYSIS OF RESULTS
As of December 31, 2020, the Group's EBITDA remained above
100 million euros, representing a margin of 14.1% comparedwith 13.7% in 2019. This performance was in keeping with theGroup's expectations.
In an unprecedented health crisis, the Group managed to react
to maintain the quality of its financial balances by ramping up thecost control discipline already initiated in recent years as part of
the Cost-to-Win plan. Over the 2020 fiscal year, the decreasein structural costs was just under 30 million euros, plus 9 million
euros in manufacturing cost improvements. Fifty percent of theachieved savings will be extended through the 2021 fiscal year.

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Guerbet  2021 Notice of Meeting Brochure

The industrial organization was optimized with the sale of theMontreal production plant on July 15, 2020. This will further
reduce manufacturing costs in 2022 and 2023.
At December 31, 2020, operating income totaled 41.3 million
euros for a margin of 5.8%.
Net income was 17.7 million euros compared with 37.3 million
euros for the 2019 fiscal year. This decrease is primarily explainedby significant negative forex effects and the impairment of theCanadian subsidiary's assets for 4.4 million euros following thesale of the Montreal production plant.

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Business activity summary: the Guerbet group in 2020
Analysis of activity and results

7

FINANCIAL POSITION
IFRS

2020

2019

Cash flow after finance costs and taxes

81,251

99,257

Change in working capital requirements, of which:

32,56733,320Change in inventories

17,383

46,148Change in trade receivables

14,0102,991

Change in trade payables

4,614(11,379)

Change in other assets and liabilities(3,439)(4,440)Gross investments restated for fixed asset debts(67,108)(65,536)

Dividends paid

(8,825)(10,659)

Other (1)2,014

(28,124)

Free cash flow (2)39,89928,258NET DEBT (3)256,588296,487(in thousands of €)(1) 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.
(2) The free cash flow is equal to the difference between the surplus operating cash flow and investment expenditure. It explains any increase or decreasein the net debt.
(3) The net debt is calculated by adding up current and non-current financial debts and subtracting cash and cash equivalents.

ANALYSIS OF THE FINANCIAL POSITIONAt December 31, 2020, equity totaled 364 million euros. Free
cash flow further improved to 39.9 million euros, bringing theGroup's net financial debt to 256.6 million euros compared with
296.5 million euros at the end of 2019, resulting in a net debt/
EBITDA ratio of 2.55 at the end of 2020 compared with 2.66
at the end of 2019 (including IFRS 16).

The Board of Directors will propose a dividend of 0.70 euros
per share to the shareholders at the General Meeting on May
28, 2021.

OUTLOOK
Although the future of the health situation remains uncertain, theGroup remains confident that it will find its way back to growthin 2021.
After an expected declining first quarter, Guerbet anticipates
revenue growth for 2021 starting in the second quarter. The
Group will be able to count on:●

the continued robust performance of Lipiodol®;●

the growth of delivery systems and consumables;●

the growth of sales in the Asia-Pacific region.

In the coming months, the Group's activity is also expected tobe affected by the acceleration of sales of the generic form of
Dotarem® in the United States. However, the Group believes thatthe impact will be limited with movements in Dotarem® volumes
and prices expected to be comparable with Europe, where thegeneric form has already been available for more than three years.
The Group also announced positive results for the two phase-III
clinical studies with Gadopiclenol, a new gadolinium-based (Gd)macrocyclic contrast agent for MRI, intended to be administered
at a lower dose of Gd than with existing agents. The Groupaims to obtain the first marketing authorizations (AMM) in 2023.
As a reminder, the phase III studies are intended to validate theefficacy and safety of Gadopiclenol in a large number of patientscompared with a reference product.
Alongside its sales growth, Guerbet will continue its savings planefforts, sustaining 50% of the cost reductions achieved in 2020.
In terms of profitability, the company is targeting the following
EBITDA trends:●●

short term, a growing EBITDA in 2021, with a minimum rate
EBITDA/Sales equal to 2020 (14.1%);
medium term, an improving EBITDA/Sales rate, ensuring strong,lasting growth for the Group.

A detailed presentation of 2020 Annual Results is available under
Investor Relation headings, on Guerbet’s site: https://www.
guerbet.com/investors/.

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Business activity summary: the Guerbet group in 2020
Major events since the start of the 2021 fiscal year

Major events since the start of the 2021 fiscal year

COVID-19
The COVID-19 global health crisis continues, and the effects are still being felt in 2021.

GOVERNANCE
Board of Directors
Isabelle Raynal, Employee Director, resigned from the Company and therefore from her office as Employee Director on February 26,
2021. In accordance with Article L. 225-34 of the French commercial code, the Board of Directors duly noted her replacement by her
alternate Olivier Fougère for the remainder of her term of office.

Chief Pharmacist - Deputy Managing Director
Pierre André has resigned from the Company with effect from April 30, 2021. He has submitted his resignation from his position as
Chief Pharmacist - Chief Operating Officer to the Board of Directors. On March 24, 2021, the Board of Directors appointed Philippe
Bourrinet, Senior Vice President Development, Medical and Regulatory Affairs, Pharmacist-in-Charge - Chief Operating Officer.

Executive Committee
On January 1, 2021, following the departure of Claire Corot, François Nicolas, Chief Digital Officer and already a member of the
Executive Committee, became Senior Vice-President R&D, R&I, and Chief Digital Officer.
On February 1, 2021, Sarah Dayre was appointed Senior Vice President of Technical Operations.

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Business activity summary: the Guerbet group in 2020
Consolidated financial statements and notes

7

Consolidated financial statements and notes

SUMMARY FINANCIAL STATEMENTS
Consolidated balance sheet
ASSETS (net values)

Note (1)

2020

2019

Intangible assets

5

188,267

189,754

Plant, property, and equipment

6261,294

272,779

1 and 7

16,54015,9338

11,04615,171

477,147

493,6369

204,587

236,593

Trade and other receivables

10 and 1.1

111,038

140,344

Other current financial assets

1 and 1.1

56,22056,874

Cash and cash equivalents

1 and 1.2

96,71381,420Total Current assets

468,559515,231

TOTAL ASSETS

945,707

1,008,867

2020

2019

Capital12,603

12,596

Other reserves

394,538

375,743

Net income

17,71437,328Translation adjustment(60,550)(36,474)

364,305

389,192

364,305

389,192

2.1 and 2.2

318,377

340,655

Other non-current financial liabilities

2

4,305

1,913

Deferred tax liabilities

8

14,766

21,876

Non-current provisions

12

43,73839,303381,185

403,747(in thousands of €)Other non-current financial assets
Deferred tax assets
Total Non-current assets
Inventories

EQUITY & LIABILITIES (net values)(in thousands of €)Shareholders' equity, Group share

Note (1)11of which Group shareNon-current financial liabilities

Non-current liabilities
Trade and other payables

13 and 2.1

64,41367,758Current financial liabilities

2.1 and 2.2

34,92537,252

1 and 2.7

88,43898,051

8,086

8,746

4,355

4,122

Total Current liabilities

200,216

215,929

TOTAL LIABILITIES

945,707

1,008,867

Other current liabilities
Current tax liabilities
Other short-term provisions

12(1) Notes to the annexes to the 2020 Universal Registration Document.

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Business activity summary: the Guerbet group in 2020
Consolidated financial statements and notes

Consolidated income statement(in thousands of €)Revenue

Note (1)

2020

2019

4

712,295

816,906

0

0

5,397

2,249

(166,552)(199,772)

Usage fees
Other operating revenue

14

Purchases consumed and change in inventories
Payroll expenses

15(236,500)(241,852)

External expenses

16(203,975)(246,265)

Taxes

17

(15,852)(18,372)

Amortization/depreciation expenses

18(59,649)(58,726)306(1,049)5,876(1,375)Current operating income

41,346

51,744of which profit sharing

(817)

(874)

83

39

(7,239)(7,616)

Net finance costs(7,156)(7,577)

Currency gains/losses(7,973)

7,328

Other financial income and expenses(4,495)(288)(4,008)(13,879)

Consolidated net income

17,71437,328of which Group share

17,71437,328

1.41

2.97

1.40

2.95

Net allowances for provisions
Other operating income and expenses

19

Income from cash and cash equivalents
Gross finance costs

Income tax expense

20

21

Net earnings per share of par value €1 (in €)Diluted net earnings per share of par value €1 (in €)(1) Notes to the annexes to the 2020 Universal Registration Document.

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Business activity summary: the Guerbet group in 2020
Consolidated financial statements and notes

7

Consolidated statement of cash flows
2020

2019

Net income

17,71437,328Change in amortization/depreciation and provisions on fixed assets and other current
assets

57,741

58,944

Net allowances for provisions for contingencies

1,905

(134)

Change in fair value of hedging instruments

(168)

1,287

Costs of stock options and bonus shares(1,307)

688

Income from sale of fixed assets and other adjustments

5,367

1,144

Cash flow after net finance costs and taxes

81,251

99,257

Net finance costs

4,853

6,841

Tax expenses (including deferred taxes)

4,008

13,879Cash flow before net finance costs and taxes

90,112

119,977

Taxes paid

(2,248)(22,025)(Increase)/decrease in inventories

17,383

46,148(Increase)/decrease in trade and other receivables

14,0102,991

Increase/(decrease) in trade and other payables

4,614(11,379)(Increase)/decrease in other assets(6,366)

168

Increase/(decrease) in other liabilities

2,927(4,608)Change in operating WCR

32,56733,320NET CASH FLOW FROM OPERATING ACTIVITIES (A)120,432

131,273

Investments(61,185)(62,283)(in thousands of €)●intangible assets(19,890)(20,580)●

plant, property, and equipment(39,792)(38,919)●

financial assets(1,503)(2,783)

9,820

483

Asset disposals●

intangible assets

1,038

16

●

plant, property, and equipment

1,644(68,306)●

financial assets

7,138

(81)

Increase/(decrease) in amounts payable on fixed assets(5,923)(3,253)

NET CASH FLOWS FROM INVESTING ACTIVITIES (B)(57,288)(65,053)

Dividends paid

(8,825)(10,659)

Capital increase

100

230

7,337

354,427

Loan repayments(40,607)(409,865)

Net finance interest paid (including finance lease agreements)(4,890)(6,867)NET CASH FLOW FROM FINANCING ACTIVITIES (C)(46,887)(72,735)

Effect of exchange rate changes (D)(3,699)1,440

NET CHANGE IN CASH AND CASH EQUIVALENTS (A) + (B) + (C) + (D)12,559(5,074)

Starting cash position

80,481

85,556

Ending cash position

93,04280,481

Loan issues

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Business activity summary: the Guerbet group in 2020
Consolidated financial statements and notes

Net cash
2020

2019

Bank credit facilities(3,671)(939)

Cash and cash equivalents

96,71381,420TOTAL

93,04280,481(in thousands of €)54

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FINANCIAL RESULTS

of the past five fiscal years

2020

2019

2018

2017

2016

Share capital

12,602,674

12,596,161

12,581,261

12,563,358

12,501,148

Number of existing ordinary shares

12,602,674

12,596,161

12,581,261

12,563,358

12,501,148

–

–

–

–

–

–

–

–

–

–

62,87069,38384,28362,210166,076(in €)

Capital at year-end

Number of existing preferred (non-voting) shares
Maximum number of future shares to be createdThrough bond conversions
Through exercise of subscription rights
Operations and results of the fiscal year
Revenue excluding taxes
with various services and products

406,835,598 468,197,865 484,408,866 466,919,909 371,463,674

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

29,018,235

28,545,062 127,626,081

41,913,947

41,833,925

Income tax(9,628,972)(5,724,643)

10,839,528(5,160,407)(4,102,679)

651,990744,739

1,558,726

804,657

1,089,354

Result after tax, employee profit-sharing,
depreciation and amortization, and provisions(12,699,402) (15,939,618)

99,304,000

258,067

15,142,017

Distributed result

8,821,872 (1)8,817,313

10,694,072

10,678,854

10,625,976

Result after taxes and employee profit sharing
but before allowances for depreciation,amortization, and provisions

3.01

2.66

9.15

3.68

3.59

Result after tax, employee profit-sharing,
depreciation and amortization, and provisions(1.01)(1.27)

7.89

0.02

1.22

Diluted net income

1.40

2.95

3.75

0.02

1.20

0.70 (1)

0.70

0.85

0.85

0.85

1,030

998

981

985

949

Total wages

66,280,282

63,586,686

60,241,938

55,526,153

53,712,515

Total payroll taxes

32,246,353

30,457,702

31,807,837

25,573,767

24,487,942

Employee profit sharing due for the fiscal year

Earnings per share

Gross dividend per share
Personnel
Number of employees at December 31(1) This amount will be subject to approval by the shareholders at the General Meeting of May 28, 2021, called to approve the financial statements
for the 2020 fiscal year.

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 < CONTENTS

FINANCIAL DELEGATIONS
in progress

SUMMARY OF GRANTED DELEGATIONS WITH A POTENTIAL IMPACT
ON THE SHARE CAPITAL

Maximum nominal
amountDurationof theauthorization

Expiration€2,515,000

26 months

July 29, 2022

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

Capital increases:€6,295,000 (1)Debt security issues:€200,000,000 (2)26 months

July 29, 2022

Delegation of authority to the Board of Directors to increase
the share capital by issuing, with cancellation of preferential
subscription rights, shares and/or debt securities giving
access to new shares through public offerings other thanthose referred to in Article L. 411-2 II of the French monetaryand financial code

Capital increases:€1,255,000 (1) (3)Debt security issues:€200,000,000 (2)26 months

July 29, 2022

Delegation of authority to the Board of Directors to increase
the share capital by issuing, with cancellation of preferential
subscription rights, shares and/or debt securities giving
access to new shares through public offerings referred to in
Article L. 411-2(1) of the French monetary and financial code

Capital increases:€1,255,000 (1) (3)Debt security issues:€200,000,000 (2)26 months

July 29, 2022

Authorization for the Board of Directors, in the event of anissue with cancellation of preferential subscription rights
through public offerings, including public offerings referred
to in Article L. 411-2(1) of the French monetary and financial
code, to fix the issue price according to the arrangements
established by the General Meeting,within the limit of 10% of the capital per year

Capital increases:€1,255,000 (1) (3)Debt security issues:€200,000,000 (2)26 months

July 29, 2022

Purpose of the delegation

Delegation of authority to the Board of Directors to increase
the share capital by capitalization of reserves, profits, orpremiums, or any other sum whose capitalization is permitted

56

Guerbet  2021 Notice of Meeting Brochure< < CONTENTS

FINANCIAL delegations in progress

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

Purpose of the delegation

Maximum nominal
amount9

Durationof theauthorization

Expiration

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

Limit provided for in theapplicable regulations (currently
15% of the initial issue) (1)26 months

July 29, 2022

Delegation of authority to the Board of Directors to increase
the share capital by issuing shares in consideration ofcontributions in kind within the limit of 10% of the share capital

Capital increases:€1,255,000 (1)Debt security issues:€200,000,000 (2)26 months

July 29, 2022

Delegation of authority to the Board of Directors to increase
the share capital with cancellation of the preferential
subscription right by issuing shares of the Company reserved
for members of a company savings plan

€250,000 (1)26 months

July 29, 2022

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

2% of share capital

24 months May 29, 2022

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

No granted authorizations were used during the 2020 fiscal year.

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REQUEST FOR ADDITIONAL
documents and information

ORDINARY GENERAL MEETING of Friday, May 28, 2021
I, the undersigned,
Last name (or corporate name): .............................................................................................................................
First name(s): .....................................................................................................................................................
Address: ...........................................................................................................................................................
Zip code: .............................. City: ................................................................................... Country: ...................
Email: ................................................................... @ ...............................
Owner of........................................... Guerbet shares.
Request that the documents and information concerning the Ordinary General Meeting of Friday, May 28, 2021, as referred
to in Article R. 225-83 of the French commercial code, be sent to me:●●

Guerbet's most recent Universal Registration Document including the documents and information appearing in article R. 225-83of the French commercial code;
the recent balance sheet.

The documents and information are available on the Company's website at www.guerbet.com in the "Investors/Presentations,
Reports, and Regulated Information" section.
Agrees to receive the documents electronically at the above address:

❒ yes

❒ no

Signed in......................................... date 	����������������������������
Signature:

This request is to be returned to:
Guerbet – BP 57400 – 95943 Roissy CDG Cedex
or by email: ag28mai2021@guerbet.com
or
BNP Paribas Securities Services
CTO Assemblées Générales
Les Grands Moulins de Pantin
9, rue du Débarcadère
93761 Pantin Cedex
orto the financial intermediary managing your shares✄

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

Guerbet  2021 Notice of Meeting Brochure

59

NOTE

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Guerbet  2021 Notice of Meeting Brochure< < CONTENTS

Credit photos: ©Guerbet.
Design and production: Ruban Blanc.

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