NOTICE OF MEETING
BROCHURE
2022
COMBINED GENERAL MEETING
Friday, May 20, 2022, at 3:00 p.m. (Paris time)CONTENTS
2022 NOTICE OF MEETING BROCHURE

WELCOME TO THE GUERBET GENERAL MEETING

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HOW TO PARTICIPATE IN THE GENERAL MEETING?

2COMPOSITION OF THE BOARD OF DIRECTORSAND THE COMMITTEES AT DECEMBER 31, 2021

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AGENDA

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REPORT OF THE BOARD OF DIRECTORSON THE DRAFT RESOLUTIONSPRESENTED TO THE GENERAL MEETING

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DRAFT RESOLUTIONS34

STATUTORY AUDITOR’S REPORTS

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SUMMARY OF ACTIVITY: THE GUERBET GROUP IN 2021

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FINANCIAL RESULTS OF THE PAST FIVE FISCAL YEARS77

CURRENT DELEGATION OF AUTHORITY REGARDING CAPITAL

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REQUEST TO RECEIVEPRESENTED DOCUMENTS
AND ADDITIONAL INFORMATION

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You can find this notice of meeting brochureon the Guerbet website:

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

www.guerbet.com

< < CONTENTSWELCOME TO THE GUERBET
General Meeting

WARNING – HEALTH SITUATION
Due to the continued spread of COVID-19, the manner of organization of the General Meeting of shareholders could change.Shareholders are urged
to regularly consult the section dedicated to the General Meeting on the Company’s website (www.guerbet.com) for any updates to the final details forparticipation in this General Meeting based on possible health and/or legal requirements implemented following the publication of this brochure.
Shareholders who wish to attend the General Meeting in person are reminded that their attendance is subject to compliance with the healthmeasures in force.

The shareholders of Guerbet are called to an Combined General Meeting to be held on Friday, May 20, 2022, at 3:00 p.m.
(Paris time):

HYATT REGENCY HOTEL PARIS-CHARLES DE GAULLE
351, avenue du Bois de la Pie,
95912 Roissy-en-France

TRANSPORTACCESS MAP

Hyatt Hotel PARKING

RER B

BUS

AIRPORT“Aéroport Roissy Station
Charles de Gaulle 1&3”
or “Parc des expositions”

Roissybus: Aéroport Charles deGaulle, Terminal 3/Roissypôle
Air France bus: Aéroport Charlesde Gaulle, Terminal 1

Paris Charles de Gaulle:
3 kilometers
Paris Le Bourget:
10 kilometers

Guerbet  2022 Notice of Meeting Brochure

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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
the registration of the shares in an account in their name or in the name of the authorized intermediary recorded on their behalf, as ofthe second working day preceding the General Meeting (May 18, 2022) at midnight (Paris time), will be permitted to attend, vote,or be represented at the General Meeting:●●

Either in registered securities accounts maintained for the Company by its agent 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 Monetaryand Financial Code for shareholders who own BEARER shares.

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

Methods of participation in the General Meeting
Shareholders have several possibilities to exercise their right to vote:●attend and vote at the General Meeting in person;●

delegate authority to the President of the Company without naming a proxy;●

be represented by a chosen natural person or legal entity to appoint as proxy;●exercise the right to vote remotely (by mail or electronically).

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

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

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

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

DELEGATE AUTHORITY TO THE CHAIRPERSON OF THE GENERAL MEETING
For registered shareholders
You must complete the attached voting form according to the selected method of participation and return it using the provided prepaid
envelope or to the following address:
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 who manages 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.

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

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

For registered shareholders
You must complete the attached voting form according to the selected method of participation and return it using the provided prepaid
envelope or to the following address:
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 who manages 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.
NOTE
Whether by mail using the voting form or online using the VOTACCESS secure platform, you can either cast your vote on the
resolutions proposed for your vote or appoint the Chairperson or a third party as proxy under the conditions set out below.

VOTE ONLINE USING THE VOTACCESS SECURE PLATFORM
You have the option to vote or to appoint the Chairperson or a third party as proxy online prior to the General Meeting on the VOTACCESS
secure platform, which will open on Monday, May 2, 2022, at 10:00 a.m. (Paris time) and will close on Thursday, May 19, 2022,
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 theGeneral Meeting to enter their instructions.

For registered shareholders
Holders of directly registered shares will need to log in to 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: apply for and download their admission card, vote remotely, or grant or revoke
the appointment of the Chairperson or a third party as proxy under the conditions of article L. 225-106 of the French Commercial Code.
If you have lost or forgotten your username and/or password, call 01 40 14 40 59 from France or 00 33 (0) 1 40 14 40 59
from abroad.

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How to participate in the General Meeting
Methods of participation in the General Meeting1

For bearer shareholders
Check with your account-keeping institution to find out whether it is connected to the VOTACCESS secure platform and, if so, whether
this access is subject to special terms of use.
If your account-keeping institution is connected to the VOTACCESS secure platform, log in to your account-keeping institution’s Internet
portal with your usual access codes. Then click on the icon that appears on the line corresponding to your Guerbet shares and follow
the instructions on the screen to access the VOTACCESS secure platform or to grant or revoke an appointment of the Chairperson ora third party as proxy.
NOTE
If you decide to vote online, do not complete or return the voting form.
The possibility of voting online before the General Meeting will end at 3:00 p.m. (Paris time) the day before (May 19, 2022).

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

For registered shareholders
You must complete the attached voting form according to the selected method of participation and return it using the provided prepaid
envelope or to the following address:
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.
NOTE
All shareholders who have already voted by mail or granted a proxy will no longer have the option to choose another methodof participating in the General Meeting.

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

USING THE VOTING FORM

A

To attend the 2022 General Meeting in person
and receive your admission card.

B

You cannot attend the 2022 General Meeting:refer to point 1, 2, or 3.

2

You wish to appoint as proxy the
Chairperson of the 2022 General
Meeting.

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1

You wish to appoint as proxya person of your choice.

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

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

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

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

Pure registered shareholders
The shareholder must send an email to: paris.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 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 andrevocation of a proxy may also be provided electronically after an email is sent to paris.bp2s.france.cts.mandats@bnpparibas.com.
This email must contain the following information: name of the company in question, date of the General Meeting, last name, first name,address, and registered current account number or bank references of the principal, where applicable, as well as the last name,first name, and, if possible, address of the proxy.
Shareholders must ask their financial intermediary managing their securities account to send a written confirmation to:
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 General Meeting. Proxy appointments or revocations submitted in paper form must
be received no later than three calendar days before the date of the General Meeting.

SALES OF SHARES BEFORE THE GENERAL MEETING
At any time, Shareholders may transfer ownership of all or some of their shares:(i) If the sale occurs before midnight (Paris time) on May 18, 2022, the vote by mail, the proxy, and the admission card, possibly
accompanied by a certificate of share ownership, will be invalidated or modified accordingly, as the case may be. To that end,
the authorized intermediary mentioned in article L. 211-3 of the French Monetary and Financial Code will provide notification of
the sale and the necessary information to the Company or BNP Paribas Securities Services.
(ii) If the sale is carried out after midnight (Paris time) on May 18, 2022, whatever the method used, the authorized intermediarymentioned in article L. 211-3 of the French Monetary and Financial Code will not provide notification of it, and the Company will
not take it into consideration, notwithstanding any agreement to the contrary.

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

WRITTEN QUESTIONSIn accordance with article R. 225-84 of the French Commercial Code, Shareholders may submit written questions of their choice to theBoard of Directors, which will respond during the Meeting.
Questions must be sent by registered letter with acknowledgment of receipt to: Guerbet – BP 57400 – 95943 Roissy CDG Cedex –France or by email to: ag20mai2022@guerbet.com.
We recommend that you give preference to submitting document and information requests electronically.
They must be sent no later than the fourth business day preceding the General Meeting on May 16, 2022.

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(April 29, 2022).
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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Guerbet  2022 Notice of Meeting Brochure2<

 < CONTENTSCOMPOSITION OF THE BOARD OF
DIRECTORS AND THE COMMITTEES
at December 31, 2021

As of December 31, 2021, the Board of Directors had twelve members, including two members representing the employees:

IndepenPosition
dence

Marie-Claire
Janailhac-Fritsch

Audit
Committee

Appointment
andCompensation
Committee

MemberMemberChairperson

Yes

Director

No

Olivier Fougère (b)Employeedirector

No

Mark Fouquet

Director

No

Éric Guerbet

Director

No

Didier Izabel

Director

Yes Chairperson

Céline Lamort

Director

No

Nicolas Louvet

Director

No

Marc Massiot

Director

No

ClaireMassiot-Jouault

Director

No

MemberJean-Sébastien
Raynaud

Employeedirector

No

MemberThibault Viort

Director

Yes

Carine Dagommer (a)Ethics,Governance,
and CSR
Committee

Strategy andInnovation
Committee

Date of first
appointment

End of term

Chairperson

May 27,2011

2023 GM
2023 GM (a)MemberMarch 24,
2021

November24, 2023 (b)MemberMay 23,2014

2026 GM

MemberMemberMay 19,20172023 GM

MemberMemberMay 23,2014

2026 GMMay 29,2015

2027 GMMay 27,20162022 GMMay 28,2021

2027 GMMay 24,2013

2025 GM

October 27,
2020

October 26,
2026

May 19,20172023 GM

MemberMemberMemberChairperson

MemberChairperson

MemberMemberMemberMember(a) Carine Dagommer was co-opted by the Board of Directors on September 22, 2021, to replace Marion Barbier, who resigned.
(b) Following the resignation of Isabelle Raynal, replacement by her alternate, Olivier Fougère, by the Board of Directors on March 24, 2021, in accordancewith article L. 225-34 of the French Commercial Code and French Decree No. 2020-1359 of November 5, 2020, article 5.

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Ordinary General Meeting1.

Approval of the individual financial statements for the fiscal year ended December 31, 2021;

2.

Approval of the consolidated financial statements for the fiscal year ended December 31, 2021;

3.

Appropriation of the result for the fiscal year ended December 31, 2021, and determination of the dividend amount;

4.

Special report of the Statutory Auditors on regulated agreements and commitments referred to in articles L. 225-38 et seq.
of 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 that code on the compensation of company officers;

6.

Approval, pursuant to article L. 22-10-34 II of the French Commercial Code, of the fixed, variable, and exceptional componentsof the total compensation and benefits of any kind paid during the fiscal year ended December 31, 2021, or granted 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, 2021, or granted 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, 2021, or granted for the same
fiscal year to Pierre André as outgoing Deputy Chief Executive Officer;

9.

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, 2021, or granted for the same
fiscal year to Philippe Bourrinet as Deputy Chief Executive Officer;

10. Approval, pursuant to article L. 22-10-8 II of the French Commercial Code, of the compensation policy applicable toMarie-Claire Janailhac-Fritsch as Chairperson of the Board of Directors;
11. Approval, pursuant to article L. 22-10-8 II of the French Commercial Code, of the compensation policy applicable toDavid Hale as Chief Executive Officer;
12. Approval, pursuant to article L. 22-10-8 II of the French Commercial Code, of the compensation policy applicable toPhilippe Bourrinet as Deputy Chief Executive;
13. Approval, pursuant to article L. 22-10-8 II of the French Commercial Code, of the compensation policy applicable to the Directors;
14. Determination of the overall annual compensation to be paid to the Directors;
15. Ratification of the co-optation of Carine Dagommer as Director;
16. Reappointment of Nicolas Louvet as Director;
17. Reappointment of Crowe HAF as co-principal Statutory Auditor;
18. Non-reappointment of Étoile Audit et Conseil as alternate Statutory Auditor;
19. Authorization for the Board of Directors to trade in the Company’s shares.

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Agenda3

Extraordinary General Meeting
20. Amendment of article 9b of the articles of association to allow for staggered terms of office;
21. Authorization for the Board of Directors to reduce the Company’s share capital by canceling treasury shares;
22. Delegation of authority to the Board of Directors to increase the share capital by capitalization of reserves, profits, or premiums
or any other sum eligible for capitalization;
23. 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;
24. 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, with a compulsory priority period, through public offerings otherthan those referred to in article L. 411-2 of the French Monetary and Financial Code;25. 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, with an optional priority period, through public offerings otherthan those referred to in article L. 411-2 of the French Monetary and Financial Code;26. 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;
27. Authorization for the Board of Directors, in the event of an issue with cancellation of preferential subscription rights through public
offerings, including those referred to in article L. 411-2 (1) of the French Monetary and Financial Code, to set the issue priceaccording to the method established by the General Meeting, within the limit of 10% of the capital per year;
28. Authorization for the Board of Directors to increase the amount of issues with or without preferential subscription rights;
29. Delegation of authority to the Board of Directors to increase the share capital by issuing shares in consideration of contributions
in kind within the limit of 10% of the share capital;
30. 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;
31. Authorization granted to the Board of Directors to grant free performance shares to certain employees and corporate officersof the Company and of its related companies;
32. Power to carry out formalities.

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 < CONTENTSREPORT OF THE BOARD OF DIRECTORSON THE DRAFT RESOLUTIONS
presented to the General Meeting

To the Shareholders,
We have called a Combined 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, 2021, and appropriation of the result for the fiscal year ended
December 31, 2021 (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, 2021, and appropriating the result for the
fiscal year (3rd resolution).
The Company’s individual financial statements for the fiscal year
ended December 31, 2021, show an accounting net profitof €18,355,810 and retained earnings of €121,587,677.
It is proposed that you appropriate this available amount as follows:
THE COMPANY’S INDIVIDUAL FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021

In accordance with article 243 bis of the French General
Tax Code, the distributions made for the last three fiscal years
are indicated below:(in €)Net income

18,355,810

Positive retained earnings

103,231,867

Total to be appropriated121,587,677

Appropriation to the statutory reserve

4,495

Gross
Total amountdividend
distributed per share (a)Distributed dividend
fully eligible forthe 40% reductionreferred to inarticle 158-3-2 ofthe French General
Tax Code (b)Total distributable

121,583,181

Statutory dividend

758,4672018€10,694,071.85

€0.85

€0.34

Supplemental dividend

9,986,481

2019€8,817,312.70

€0.70

€0.28

Total net dividend

10,744,948

2020€8,821,871.80

€0.70

€0.28

BALANCE APPROPRIATED
TO RETAINED EARNINGS

110,838,234

In addition, the Board of Directors proposes that your General
Meeting set the amount of the dividend to €0.85 per share.
The dividend will be payable beginning on July 1, 2022.

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Pursuant to the provisions of article 243 bis of the French General
Tax 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 a total rate of 30% (i.e. 12.8%
for income tax and 17.2% for social security contributions), unlessthe taxpayer opts for the progressive scale of income tax, which
would in this case 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 inarticle 158-3-2 of the French General Tax Code, i.e. €0.34 pershare. This scheme is applicable to individuals domiciled for tax
purposes in France.

Guerbet  2022 Notice of Meeting BrochureYear(a) Before taxes and social security contributions.
(b) For individuals whose country of tax residence is France in case of the option
for the progressive income tax scale.

< < CONTENTSREPORT OF THE BOARD OF DIRECTORS ON THE DRAFT RESOLUTIONS
presented to the General Meeting

II.

Special report of the Statutory Auditors on 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 states that there
are no new agreements subject to the provisions of article L. 225-38
of the French Commercial Code. Under the 4th resolution, youare asked to approve the special report of the Statutory Auditors,III.

the corporate governance report referred to in article L. 225-37 of
the French Commercial Code and contained in section 2.4 of theCompany’s 2021 Universal Registration Document (Appendix 1of this brochure).

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 kindpaid during the fiscal year ended December 31, 2021, or granted for the same fiscal year
to Marie-Claire Janailhac-Fritsch as Chairperson of the Board of Directors, David Haleas Chief Executive Officer, Pierre André as Deputy Chief Executive Officer (outgoing),
and Philippe Bourrinet as Deputy Chief Executive Officer (6th to 9th resolutions)

During its meeting of March 23, 2022, the Board of Directors,
on the recommendation of the Appointments and Compensation
Committee and pursuant to article L. 22-10-34 II of the French
Commercial 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, 2021, or granted for thesame fiscal year to Marie-Claire Janailhac-Fritsch as Chairpersonof the Board of Directors, David Hale as Chief Executive Officer(outgoing), Pierre André as Deputy Chief Executive Officer, andPhilippe Bourrinet as Deputy Chief Executive Officer as presented
in the corporate governance report referred to in article L. 225-37

V.

which duly notes the absence of agreements within the scope of
the aforementioned article L. 225-38 and entered into during the
fiscal year ended December 31, 2021, as well as the absenceof any regulated agreements and commitments entered into andpreviously approved that continued during the past fiscal year.

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

Under the 5th resolution, you are asked to approve, pursuant toarticle L. 22-10-34 I of the French Commercial Code, the information
mentioned in article L. 22-10-9 I of the French Commercial
Code on the compensation of company officers as presented inIV.

4of the French Commercial Code and presented in section 2.4 of
the Company’s 2021 Universal Registration Document (Appendix 2of this brochure).
With regard to Pierre André and Philippe Bourrinet, only thecompensation components paid or granted in their capacity as
Deputy Chief Executive Officer are subject to a vote for approvalby 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 gross paid for the 2021 fiscal year
on a pro rata basis for the performance of their corporate duties.

Approval, pursuant to article L. 22-10-8 I of the French Commercial Code,of the compensation policy applicable to the executive company officers (Marie-Claire
Janailhac-Fritsch as Chairperson of the Board of Directors, David Hale as Chief Executive
Officer, and Philippe Bourrinet as Deputy Chief Executive Officer) (10th to 12th resolutions)and to the non-executive company officers (Directors of the Company) (13th resolution)

During its meeting of March 23, 2022, pursuant to article L. 22-10-8 Iof the French Commercial Code, the Board of Directors decided
to submit for approval by your General Meeting the compensation
policy applicable to Marie-Claire Janailhac-Fritsch as Chairpersonof the Board of Directors of the Company, David Hale as Chief
Executive Officer of the Company, and Philippe Bourrinet as
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 Codeand appearing in section 2.4 of the Company’s 2021 Universal
Registration Document. Pursuant to article L. 22-10-34 II of the French
Commercial Code, for executive company officers, the amounts
resulting from the implementation of these compensation policies
will be subject to the approval of the shareholders during theGeneral Meeting convened to approve the financial statements
for the fiscal year ended 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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VI. Determination of the overall annual compensation to be paid to the Directors(14th resolution)
The Board of Directors, pursuant to article L. 225-45 of the French
Commercial Code, proposes setting, starting with the fiscal year
beginning on January 1, 2021, the amount of the annual fixed

sum to be allocated to the Directors as compensation for theiractivity to €335,000.

VII. Ratification of the co-optation of Carine Dagommer as Director (15th resolution)
In the 15th resolution, you are asked to ratify the co-optation ofCarine Dagommer as Director by the Board of Directors at its
meeting of September 22, 2021, to replace Marion Barbier,
who resigned, for the remainder of Marion Barbier’s term ofoffice, which will end following the Ordinary General Meeting
to be convened in 2023 to approve the financial statements forthe fiscal year ending December 31, 2022.

After receiving the opinion of the Appointments and Compensation
Committee, the Board of Directors deemed that Carine Dagommer
could not be considered an independent member according to
the criteria of independence of the Afep-Medef Code because
she is 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.

VIII. Reappointment of Nicolas Louvet as Director (16th resolution)
The 16th resolution concerns the reappointment of Nicolas Louvet
as Director, whose term of office will end following the General
Meeting of May 20, 2022. It is therefore proposed that you
reappoint him for a term of six years, ending following the General
Meeting to be held in 2028 to approve the financial statements
for the fiscal year ending December 31, 2027.
After receiving the opinion of the Appointments and Compensation
Committee, the Board of Directors deemed that Nicolas Louvet

could not be considered an independent member according to
the criteria of independence of the Afep-Medef Code because
he is 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.

IX. Reappointment of Crowe HAF as co-principal Statutory Auditor (17th resolution)
The 17th resolution concerns the reappointment of Crowe HAF
as co-principal Statutory Auditor, whose term of office will end
following the General Meeting of May 20, 2022.

This proposal for reappointment is part of the transitional arrangements
for the application of the European audit reform on the new rules
for rotation of Statutory Auditors.

Crowe HAF has been an auditor of the Group since 2008 after
the Constantin/Crowe Horwath transition.

These transitional measures, aimed at ensuring a smooth
implementation of this reform, allow Crowe HAF to be reappointed
for a final term.

At its meeting of March 23, 2022, the Board of Directors approved
the recommendation of the Audit Committee, which met on
March 17, 2022, concerning the reappointment of Crowe HAF.

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It is therefore proposed that you reappoint it for a term of six fiscal
years, ending following the General Meeting to be convened in
2028 to approve the latest financial statements for the fiscal year.

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4

Non-reappointment of Étoile Audit et Conseil as alternate Statutory Auditor(18th ordinary meeting resolution)

The 18th resolution concerns the non-reappointment of Étoile
Audit et Conseil as alternate Statutory Auditor. The term of officeof Étoile Audit et Conseil as alternate Statutory Auditor ended on
May 20, 2022.

Given that the companies Crowe HAF et Deloitte & Associés, theprincipal Statutory Auditors, meet these conditions, the Company
is no longer required to appoint one or more alternate Statutory
Auditors.

Pursuant to French Act No. 2016-1691 of December 9, 2016, ontransparency, the fight against corruption, and the modernizationof economic life (“Sapin II”), amending article L. 823-1 (2) of theFrench Commercial Code, the appointment of alternate Statutory
Auditors is no longer mandatory where the principal Statutory
Auditors are neither a natural person nor a single-member company.

The Board of Directors therefore proposes that your General
Meeting neither reappoint nor replace Étoile Audit et Conseil asalternate Statutory Auditor, in particular so that the Company’s
K-bis extract can be updated.

XI. Authorization for the Company to buy back its own shares (share buyback program)and cancel them (19th ordinary resolution and 21st extraordinary resolution)
In the 19th ordinary meeting resolution, the Board of Directors
proposes that your General Meeting authorizes it to purchase anumber of shares of the Company that may not exceed:d. hold the Company’s shares and subsequently tender them forpayment or exchange in connection with any external growth
operations;i. 10% of the total number of shares comprising the share capital;ore. cancel all or part of the shares thus purchased;

5% of the total number of shares comprising the share capitalif they are shares acquired by the Company in view of theirholding and their tender for payment or exchange in connection
with a merger, demerger, or contribution, with the understandingthat acquisitions by the Company may not in any case result in
the Company holding more than 10% of the shares comprising
its share capital at any time.
The purchases of shares could be done in order to:a. ensure liquidity and stimulate the market for the Company’s 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 1, 2021;
b. allocate shares to officers and employees of the Company
and of other entities of the Group;

f. implement any market practice that would come to be admitted
by the AMF and, more generally, carry out any operation
complying with the regulations in force.
The maximum unit purchase price excluding costs is €100 per share.
The Board of Directors proposes that this authorization, which 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.
In the 21st extraordinary resolution, the Board of Directors also
requests from your General Meeting, for a period of 26 months,
authorization, with the option to subdelegate, to reduce thecapital by cancellation, up to a limit of 10% of the share capitalper period of 24 months, at one or more times, of all or part ofthe shares of the Company acquired under a buyback program
authorized by the General Meeting.

c. tender the shares of the Company when it exercises the rights
attached to securities directly or indirectly granting the right toredemption, conversion, exchange, presentation of a warrant,
or any other form of granting shares of the Company;

XII. Amendment of article 9b of the Company’s articles of association – Appointmentof the Board of Directors and term of office (20th extraordinary resolution)
In the 20th resolution, you are asked to approve the modification of
the term of office of the Directors and the corresponding amendmentof article 9b of the articles of association, which currently provides
for a term of six years. The term of office of certain Directors would
thus be reduced exceptionally to between one and five years.

This proposal is submitted to you pursuant to the recommendationsof the Afep-Medef Code, which recommends staggering the termsof office of Directors in order to avoid a block reappointment andallows you to vote on their terms of office at a sufficient frequency.
This new provision will be implemented once the terms of office
expire in 2023.

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XIII. Delegations of powers granted to the Board of Directors to carry out operations
on the Company’s capital (22nd to 29th extraordinary resolutions)
Within the framework of the 22nd to 29th resolutions, the Board of Directors proposes that your General Meeting approve certain
financial authorizations.
The following table summarizes the financial delegations proposed to your General Meeting for adoption:

Purpose of delegation

Maximum nominal amount

22rd

Delegation of authority to the Board of Directors to increase
the share capital by capitalization of reserves, profits, or premiums
or any other sum eligible for capitalization€2,515,000(approximately 19.9%
of share capital)

26 months

23rd

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 (a)(approximately 49.9%
of share capital)
Debt security issues:€200,000,000 (c)26 months

24thDelegation 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, with a compulsory priority period, through public
offerings other than those referred to in article L. 411-2 of theFrench Monetary and Financial Code

Capital increases:€2,515,000 (a) (b)(approximately 19.9%
of share capital)
Debt security issues:€200,000,000 (c)26 months

25thDelegation 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, with an optional priority period, through public
offerings other than those referred to in article L. 411-2 of theFrench Monetary and Financial Code

Capital increases:€1,255,000 (a) (b)(approximately 9.9%of share capital)
Debt security issues:€200,000,000 (c)26 months

26th

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 accessto new shares through public offerings referred to in article L. 411-2(1) of the French Monetary and Financial Code

Capital increases:€1,255,000 (a) (b)(approximately 9.9%of share capital)
Debt security issues:€200,000,000 (c)26 months

27th

Authorization for the Board of Directors, in the event of anissue of shares with cancellation of preferential subscription
rights through public offerings, including those referred toin article L. 411-2 (1) of the French Monetary and Financial
Code, to set the share issue price according to the method
established by the General Meeting, within the limit of 10%of the capital per year

Capital increases:€1,255,000 (a) (b)(approximately 9.9%of share capital)
Debt security issues:€200,000,000 (c)26 months

28th

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

Limit provided forin the applicable regulations(currently 15% of the initial issue
amount) (a)26 months

29thDelegation of authority to the Board of Directors to increase
the share capital by issuing shares in consideration of contributions
in kind within the limit of 10% of the share capital

Capital increases:€1,255,000 (a) (b)(approximately 9.9% of share capital)

26 months(a) Delegation subject to the overall limit for capital increases of €6,295,000 (approximately 49.9% of the capital).
(b) A sub-limit of €2,515,000 (approximately 19.9% of capital) applies to these delegations.
(c) Delegation subject to the overall maximum for debt security issues of €200,000,000.

The corresponding proposed delegations are detailed below.

16

Duration of
authorization

Resolution

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Capital increase by capitalization of reserves,profits, or premiums (22nd extraordinary resolution)
In the 22nd resolution, your Board of Directors asks your General
Meeting to delegate the authority to increase the capital bycapitalization of reserves, profits, or premiums, up to a maximum
nominal amount of two million five hundred fifteen thousand
euros (€2,515,000) (approximately 19.9% of the Company’s
capital as of the date of convocation of your General Meeting),
which is an autonomous ceiling separate from the ceiling of theother resolutions submitted to the vote of your General Meeting.
The capital increases that may result from this resolution could be
carried out, at the discretion of the Board of Directors, by the free
granting of new shares, by an increase in the par value of existing
shares, or by a combination of these two methods as determinedby the Board.
The Board of Directors proposes that this authorization, which wouldcancel and replace the authorization granted by the twenty-seventh
resolution of the General Meeting of May 29, 2020, be granted
for a period of twenty-six (26) months from this General Meeting.

Issue of shares and/or debt securities granting
access to new shares, maintaining the preferential
subscription right of existing shareholders(23rd extraordinary resolution)
In the 23rd resolution, your Board of Directors asks your General
Meeting to delegate the authority to issue shares and/or debt
securities giving access to new shares, with preferential subscription
rights, up to a maximum nominal amount of six million two hundred
ninety-five thousand euros (€6,295,000) (approximately 49.9%of the Company’s share capital as of the date of convocation of
the General Meeting).
The nominal amount of the debt securities that may be issued
under this delegation could not exceed two hundred million euros(€200,000,000) as of the date of the decision to issue them.
The shareholders would be able to exercise their preferential
subscription rights, under the conditions provided for by law, on
a pre-emptive basis and, where applicable, for excess shares if
the Board of Directors so provided, to subscribe for the issued
shares or securities.
The Board of Directors proposes that this authorization, which wouldcancel and replace the authorization granted by the twenty-eighth
resolution of the General Meeting of May 29, 2020, be granted
for a period of twenty-six (26) months from this General Meeting.

4

Issue of shares and/or debt securities giving accessto new shares, without preferential subscription
rights for existing shareholders (24th, 25th, 26th,and 27th extraordinary resolutions)
The Board of Directors asks your General Meeting to delegate
authority to issue shares and/or debt securities giving access to
new shares with cancellation of the preferential subscription rightto the shares or debt securities giving access to the new sharesthus issued. In accordance with the recommendations of the AMF,
these issues are the subject of separate resolutions, dependingon whether they are carried out within the framework of public
offerings other than those referred to in article L. 411-2 of theFrench Monetary and Financial Code (24th resolution, in the caseof a compulsory priority period, and 25th resolution, in the caseof an optional priority period) or within the framework of public
offerings referred to in article L. 411-2 (1) of the French Monetaryand Financial Code (26th resolution).
In order to be able to seize opportunities offered by the market,
your Board of Directors considers it useful to have the option tocarry out capital increases without preferential subscription rights
for shareholders but setting more stringent ceilings than for capitalincreases with preferential subscription rights.
In connection with the 24th resolution on the issue of shares, withcancellation of preferential subscription rights, through public
offerings other than those referred to in article L. 411-2 of the French
Monetary and Financial Code, the Board of Directors will havethe obligation to institute for shareholders a priority subscription
right on a pre-emptive basis and/or for excess shares under theconditions provided for by the regulations.
In connection with the 25th resolution on the issue of shares, withcancellation of preferential subscription rights, through public
offerings other than those referred to in article L. 411-2 of theFrench Monetary and Financial Code, the Board of Directors will
have the option to institute for shareholders a priority subscription
right on a pre-emptive basis and/or for excess shares under theconditions provided for by the regulations.
The total nominal amount of capital increases that may be carriedout under the 24th resolution (public offerings with a compulsory
priority period) may not exceed two million five hundred fifteen
thousand euros (€2,515,000) (approximately 19.8% of thecapital as of the date of convocation of your General Meeting).
This ceiling is shared with the ceiling of the 25th resolution, 26th
resolution and the 29th resolution and would count toward theoverall nominal ceiling provided for capital increases in the 23rd
resolution.
The total nominal amount of capital increases that may be carriedout under the 25th resolution (public offerings with an optional
priority period) may not exceed one million two hundred fifty-fivethousand euros (€1,255,000) (approximately 9.9% of the capitalas of the date of this convocation). The nominal amount of thecapital increases carried out under the 25th resolution would counttoward (i) the nominal sub-ceiling provided for capital increases
without preferential subscription rights in the 24th resolution and(ii) the overall nominal ceiling provided for capital increases in
the 23rd resolution.

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The total nominal amount of capital increases that may be carriedout under the 26th resolution (private placements) could not exceed
one million two hundred fifty-five thousand euros (€1,255,000)(approximately 9.9% of the capital as of the date of convocationof your General Meeting). The nominal amount of the capitalincreases carried out under the 26th resolution would counttoward (i) the nominal sub-ceiling for capital increases without
preferential subscription rights in the 24th resolution and (ii) the
overall nominal ceiling for capital increases in the 23rd resolution.
The nominal amount of debt securities that could be issued underthe 24th, 25th, and 26th resolutions would count toward the ceilingof €200,000,000 set by the 23rd resolution.
The issue price of the shares issued on the basis of the 24th, 25th,and 26th resolutions would be at least equal to the weighted
average of the prices of the last three trading sessions preceding
the start of the public offering within the meaning of Regulation(EU) 2017/1129 of June 14, 2017, possibly reduced by amaximum discount of 10%.
However, in accordance with the provisions of articles L. 225-136
and L. 22-10-52 of the French Commercial Code, it is proposedin the 27th resolution that you authorize the Board of Directors,
within the limit of 10% of the share capital per twelve (12) month
period, to set the issue price as follows: the issue price could
be less than, at the discretion of the Board of Directors, (i) the
weighted average price of the Company’s shares on the regulated
market of Euronext Paris on the day preceding the date on which
the issue price is set, less a maximum discount of 10%, if any, or(ii) the weighted average of the prices of the Company’s shareson the regulated market of Euronext Paris over a maximum periodof six (6) months preceding the date on which the issue price isset, less a maximum discount of 10%, if any.
Given the volatility of the markets, the use of the option describedabove would enable your Company to take advantage of any
opportunities to issue securities when market conditions would notallow an issue to be carried out under the price conditions set by
the 24th, 25th, and 26th resolutions.
The Board of Directors proposes that these authorizations, whichcancel and replace the authorizations granted by the 29th, 30th,and 31st resolutions of the General Meeting of May 29, 2020,
be granted for a period of twenty-six (26) months from your
General Meeting.

Authorization for the Board of Directors to increase
the amount of issues with or without preferential
subscription rights (28th extraordinary resolution)
Subject to the adoption of the 23rd, 24th, 25th, and 26th resolutions
on capital increases with or without preferential subscription rights
for existing shareholders, the 28th resolution proposes that your
General Meeting authorize the Board of Directors, for a periodof 26 months and with the option to subdelegate under the legal
and regulatory conditions to decide to increase the number ofshares to be issued for each of the issues decided pursuant to
the 23rd, 24th, 25th, and 26th resolutions of the General Meeting
under the conditions provided for by the laws and regulations
applicable on the date of the issue (i.e. as of today, within thirtydays of the close of the subscription period, up to a limit of 15%
of each issue and at the same price as the price used for the initial
issue). The total nominal amount of the capital increases that may
be carried out under the 28th resolution would count toward theamount of the ceiling stipulated in the resolution pursuant to which
the issue is decided and the total nominal ceiling stipulated forcapital increases in the 23rd resolution.
The Board of Directors proposes that this authorization, which wouldcancel and replace the authorization granted by the thirty-second
resolution of the General Meeting of May 29, 2020, be granted
for a period of twenty-six (26) months from your General Meeting.

Issue of shares in consideration for contributions
in kind up to a limit of 10% of the share capital(29th extraordinary resolution)
In the 29th resolution, the Board of Directors requests a delegationof authority from your General Meeting to issue shares as
consideration for contributions in kind to the Company consistingof equity securities or securities giving access to the capital,
up to a maximum nominal amount of one million two hundred
fifty-five thousand euros (€1,255,000) (approximately 9.9% of
the capital as of the date of the General Meeting), counting (i)toward the nominal sub-ceiling provided for capital increases
without preferential subscription rights in the 24th resolution and (ii)toward the overall nominal ceiling provided for capital increases
in the 23rd resolution.
This delegation would entail the cancellation, in favor of theholders of the shares or other securities, subject of contributions
in kind, of the shareholders’ preferential right to subscribe for theshares or securities thus issued.
The Board of Directors proposes that this authorization, which wouldcancel and replace the authorization granted by the thirty-third
resolution of the General Meeting of May 29, 2020, be granted
for a period of twenty-six (26) months from this General Meeting.

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XIV. Capital increases reserved for employees (30th extraordinary resolution)
In the 30th resolution, we propose that you delegate to the Board of
Directors, for a period of 26 months, with the option to subdelegate,
your authority to increase the share capital by issuing shares of
the Company reserved for members of a company savings plan,
up to a maximum nominal amount of two hundred fifty thousand
euros (€250,000) (approximately 2% of the capital as of the dateof convocation of your General Meeting). The nominal amountof any capital increase carried out pursuant to this delegation
would count toward the overall nominal limit for capital increases
provided for in the 23rd resolution of the General Meeting, andthe limit of this delegation would be combined with the delegation
under the 31st resolution.
The subscription price of the issued shares will be determined inaccordance with the provisions of article L. 3332-19 of the French
Labor Code. The maximum discount relative to the average shareprice over the 20 trading days preceding the decision setting the
opening date of the subscription period therefore cannot exceed
30%. The Board of Directors will be able to reduce or eliminate
the discount above if it deems this appropriate, especially inorder to take into account the legal, accounting, tax, and social
security systems applicable in the country of residence of certain

beneficiaries. The Board of Directors may also decide to grant
free shares to subscribers of new shares as a substitution for the
discount and/or as a matching contribution.
This resolution, which would cancel and replace the authorization
granted by the thirty-fourth resolution of the General Meeting ofMay 29, 2020, would be granted for a period of twenty-six (26)months from this General Meeting.
In accordance with the applicable provisions, in the event ofdelegations of authority to the Board of Directors to increase theshare capital, this resolution meets the legal obligation to present
to your General Meeting a draft resolution allowing for a possible
capital increase reserved for employees.
To the extent that resolution is submitted to your General Meetingfor the technical reasons mentioned above and that the Company
has implemented two performance share plans currently in force
to give a share of the profits to the employees, your Board of
Directors urges you to vote against the approval of this resolution
submitted to your General Meeting.

XV. Granting of performance shares to employees and/or corporate officers of the Company
or of its related companies (31st extraordinary resolution)
In accordance with the provisions of articles L. 225-197-1 et seq.
and L. 22-10-59 of the French Commercial Code, we propose thatyou authorize the Board of Directors, with the option to subdelegate,
for a period of 24 months from the date of your General Meeting,to grant existing or future shares of the Company free of charge
on one or more occasions to certain employees and officers of
the Company and of related companies within the meaning ofarticle L. 225-197-2 of the French Commercial Code. The final
award of these shares will be subject to performance conditions
to be determined by the Board of Directors.

The granting of performance shares under this proposed resolution
would become final at the end of (i) a minimum vesting period of
one year, after which these shares will be subject to a minimum
holding period of one year starting from the date of their final
granting, and/or (ii) a minimum vesting period of two years, after
which these shares will not be subject to any holding requirement.
Nevertheless, the final granting of the shares and the right to sellthem freely will vest to the beneficiary if affected by one of thecases of disability referred to in article L. 225-197-1 of the French
Commercial Code.

The total number of shares granted under this authorization may
not exceed two percent (2%) of the number of shares comprising
the Company’s share capital as of the date of the decision to
grant them by the Board of Directors. The aggregate par valueof the resulting capital increases would count toward (i) the parvalue ceiling provided for in the 30th resolution of your General
Meeting for capital increases reserved for employees and (ii) fromthe overall par value ceiling provided for in the 23rd resolutionof the General Meeting. In addition, the performance shares
granted free of charge to the Company’s corporate officers under
this authorization may not represent more than twenty percent(20%) of all the shares granted by the Board of Directors under
this authorization.

The Board of Directors proposes that this authorization, which
would cancel and replace the authorization granted by thethirty-fifth resolution of the General Meeting of May 29, 2020,
be granted for a period of 24 months from your General Meeting.

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Appendix 1(Agenda item 5)

APPROVAL, PURSUANT TO ARTICLE L. 22-10-34 II OF THE FRENCH COMMERCIAL CODE,
OF THE INFORMATION ABOUT THE COMPENSATION OF CORPORATE OFFICERS AS
DESCRIBED IN ARTICLE L. 22-10-9 I OF THE FRENCH COMMERCIAL CODE
Compensation components paid or granted for the 2021 fiscal year
(ex post vote at the General Meeting of May 20, 2022) to Marie-Claire Janailhac-Fritsch,
Chairperson of the Board of Directors
Compensation
components
subject to a vote

Amounts paid
during the pastfiscal year

Amounts granted
for the past fiscal year
or book valuation

2021 fixedcompensation€110,000€110,000

Comments

Section 2.4.1.1 “Compensation policy for the Chairpersonof the Board of Directors”.
The amount was determined based on:● the responsibilities and duties specific to this corporate office,as provided for by law and the internal regulations of theBoard of Directors, which notably involve ensuring that theCompany is properly governed and that its governance bodies(Board of Directors and its Committees, General Meeting of
Shareholders) function effectively;
●

●

20

the skills, experience, expertise, and professional profileof the holder of this position;market benchmarks on compensation granted to a non-executive
chairperson in comparable companies of the healthcare market
in France. The last benchmarking was in 2018.

Directorshipcompensation€48,000€45,600

Section 2.4.5 “Compensation of the Directors”.
The compensation of the Directors consists of a fixed shareand a variable share. The variable share is the main shareof the Directors’ compensation.

Benefitsof any kind –Welfareand Mutual Health
Insurance€2,466€2,466

Section 2.4.1.1 “Compensation policy for the Chairpersonof the Board of Directors”.
Contributions paid by Guerbet for mutual health insurance
and welfare insurance. The Chairperson has health coverage
and a welfare insurance policy, taken out by Guerbet, under thesame conditions as for Guerbet employees. The contributions paid
by Guerbet totaled €2,466 in 2021, of which €1,217 for thewelfare insurance and €1,249 for the mutual health insurance.

Benefitsof any kind –Supplementary
pension€4,950€4,950Section 2.4.1.1 “Compensation policy for the Chairpersonof the Board of Directors”.
Marie-Claire Janailhac-Fritsch is covered by the “article 83”
funded pension plan, a mandatory Group insurance policy forthe executive category. Contributions for 2021 totaled €4,950.

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4Compensation components paid or granted for the 2021 fiscal year
(ex post vote at the General Meeting of May 20, 2022) to David Hale, Chief Executive Officer
Compensation
components
subject to a vote

Amounts paid
during the pastfiscal year

Amounts granted
for the past fiscal year
or book valuation

Fixed
compensation€469,500€469,500

Section 2.4.1.2 “Compensation policy for the Chief Executive Officer”.
The following factors are considered in determining his fixedcompensation:● the level and complexity of the duties and responsibilities attributed
to this position;● the skills, experience, expertise, and professional profileof the holder of the position;● market analyses and studies on the compensation of international
executives in comparable companies of the healthcare industry
in France to ensure attractive, competitive compensation levels.

Annual variable
compensation€406,731€586,875

Section 2.4.1.2 “Compensation policy for the Chief Executive Officer”.
His variable compensation for 2021 was based on quantitative
criteria (gross margin, EBITDA, free cash flow, several CSR criteria)
and qualitative criteria (progress on projects related to the integrationof acquisitions and progress on business development and licensing
projects). These criteria were aligned with the Company’s objectives.
For confidentiality reasons, the level of achievement required
for the quantitative criteria and the details of the qualitative criteria,
although pre-established precisely, cannot be disclosed.

€0€512,240

Section 2.4.1.2 “Compensation policy for the Chief Executive Officer”.
Award of performance shares in 2021.
During the 2021 fiscal year, 15,200 shares were awarded
to the Chief Executive Officer.
As a reminder, in view of the COVID crisis, the CEO waived
his multi-year variable compensation in 2020.

€56,539€56,447

Section 2.4.1.2 “Compensation policy for the Chief Executive Officer”.
David Hale received €56,539 in benefits in kind in 2021.
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: €5,790;● a supplementary pension.

Multi-year
variablecompensation

Benefitsof any kindComments

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 compensationof policyholders for the insurance period in question, limited
to Social Security bracket C. The monthly contribution rateis exclusively employer-based and is equal to 4.5%of the monthly compensation. There are no tax charges
associated with the policies. Contributions for 2021 totaled €14,808.

Guerbet  2022 Notice of Meeting Brochure

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Compensation components paid or granted for the 2021 fiscal year (ex post voteat the General Meeting of May 20, 2022) to Philippe Bourrinet, Deputy Chief Executive Officer
Philippe Bourrinet’s term of office began on March 24, 2021.
For 2021, the compensation for his duties as Deputy Chief
Executive Officer was valued on a pro rata basis.
The information relating to Philippe Bourrinet’s compensation
described in this section 2.4.4 of the URD details the components
received for his corporate office, described in section 2.4.1.3:“Compensation policy for the Deputy Chief Executive Officer(Group Chief Pharmacist)”.
Compensation
components
subject to a vote

Amounts paid
during the pastfiscal year

Amounts granted
for the past fiscal year
or book valuation

Compensation
for the officeof Deputy
CEO (Chief
Pharmacist)€10,225€11,500

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

Comments

Section 2.4.1.3: “Compensation policy for the Deputy Chief Executive
Officer (Group Chief Pharmacist)”.
The Deputy Chief Executive Officer receives a “Chief Pharmacist”
premium for his responsibilities as Chief Pharmacist for the Guerbet
group. On the proposal of the Appointments and Compensation
Committee, the gross Chief Pharmacist premium for the Deputy
Chief Executive Officer was stipulated as €11,500 for 2021.
This premium was paid on a pro rata basis for the duration of
Mr. Philippe Bourrinet’s term of office in 2021. On the proposalof the Appointments and Compensation Committee, the Boardof Directors will submit to the General Meeting a proposal toincrease this premium to €11,800 for 2022.

Compensation of the outgoing Deputy Chief Executive Officer, Pierre André
Pierre André’s term of office ended on March 24, 2021.
For 2021, the compensation for his duties as Deputy Chief
Executive Officer was valued on a pro rata basis.
The information relating to Pierre André’s compensation
described in this section 2.4.4 of the Universal Registration
Document 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)”.

22

Compensation
components
subject to a vote

Amounts paid
during the pastfiscal year

Amounts granted
for the past fiscal year
or book valuation

Compensation
for the officeof Deputy
CEO (Chief
Pharmacist)€2,584€11,500

Guerbet  2022 Notice of Meeting Brochure

He receives compensation (annual fixed, annual variable) associatedwith his role as Quality Director for the Guerbet group, which hereceives as an employee. Given that these types of compensation
are received under his employment contract, and not for his
corporate office, they are not detailed in the tables below.

Comments

Section 2.4.1.3: “Compensation policy for the Deputy
Chief Executive Officer (Group Chief Pharmacist)”.
The Deputy Chief Executive Officer receives a “Chief Pharmacist”
premium for his responsibilities as Chief Pharmacist for the Guerbet
group. On the proposal of the Appointments and Compensation
Committee, the gross Chief Pharmacist premium for the Deputy
Chief Executive Officer was stipulated as €11,500 for 2021.
This premium was paid on a pro rata basis for the duration of
Mr. Pierre André’s term of office in 2021.

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4REPORT OF THE BOARD OF DIRECTORS ON THE DRAFT RESOLUTIONSAppendix 2

Appendix 2

APPROVAL OF THE COMPENSATION COMPONENTS PAID OR GRANTED FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2021, TO MARIE-CLAIRE JANAILHAC-FRITSCH
AS CHAIRPERSON OF THE BOARD OF DIRECTORS, DAVID HALE AS CHIEF EXECUTIVEOFFICER, PIERRE ANDRÉ AS DEPUTY CHIEF EXECUTIVE OFFICER (OUTGOING) AND
PHILIPPE BOURRINET AS DEPUTY CHIEF EXECUTIVE OFFICER
Compensation of the Chairperson of the Board of Directors, Marie-Claire Janailhac-Fritsch
Summary of compensation of Marie-Claire Janailhac-Fritsch, Chairperson of the Board of Directors
2021

2020

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

117,416

117,416

Compensation for serving as a Director (a)45,60048,000(in €)TOTAL COMPENSATION

163,016

165,416(b)(a) Given that Directors’ compensation is considered investment income, it is not subject to payroll taxes.
(b) Amount proposed for a vote at the General Meeting of shareholders of May 20, 2022.

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

Amounts paid
during the fiscal year

2021

2020

2021

2020

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

110,000

110,000

110,000

110,000

Compensation as a Director (a)45,60048,00048,00050,400

7,416

7,416

7,416

7,416

165,416

165,416

156,069(in €)

Benefits in kind(b)

TOTAL COMPENSATION

163,016(c)(a) Given that Directors’ compensation is considered investment income, it is not subject to payroll taxes.
(b) The Chairperson of the Board of Directors has health coverage and a welfare insurance policy. Contributions paid by Guerbet in 2021 totaled €2,466.
She is also covered by the “article 83” funded pension plan. Contributions for 2021 totaled €4,950.
(c) Amount proposed for a vote at the General Meeting of shareholders of May 20, 2022.

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

Employment contract
Chairperson of the Board of Directors

Marie-Claire Janailhac-Fritsch

Yes

Supplementary
pension plan

No

Yes

X

X

No

Compensation or benefits
due or liable to be due
for terminationor change of position
Yes

Compensation
relating to a
non-compete clause

No

X

Yes

No

X

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

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Compensation of the Chief Executive Officer, David Hale
Summary of compensation of the Chief Executive Officer, David Hale2021

(in €)

Compensation due for the fiscal year (including payroll taxes)

1,056,375

2020

(a)

932,678

512,240 (b)—Multi-year compensation due:●

Value of performance shares awarded during the fiscal year●

Value of performance shares awarded previously●

Value of performance shares distributed during the fiscal year

—

TOTAL

1,568,615

932,678(a) Including the variable annual compensation that will be submitted for a vote to the General Meeting of Shareholders of May 20, 2022.
(b) Valuation based on the market price on the day before the award dates (€33.70) In 2020, David Hale waived the payment of his multi-year compensation due to the
COVID crisis.

Details of compensation of David Hale, Chief Executive Officer
Amountsdue forthe fiscal year

Amountsdue forthe fiscal year

Amounts
paid during
the fiscal year

Amounts
paid during
the fiscal year

2021

2020

2021

2020

Fixed compensation (including payroll taxes)

469,500

469,500

469,500

469,500

Variable compensation (including payroll taxes)

586,875 (a)406,731406,7310(in €)

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

56,447(b)

TOTAL COMPENSATION

1,112,822

876,231

56,53956,447

932,770

525,947(a) Gross amount submitted for a vote to the General Meeting of shareholders of May 20, 2022.
(b) David Hale received €56,447 in benefits in kind in 2021. 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: €5,790;• the “article 83” funded pension plan: €14,808.

Performance shares awarded to the Chief Executive Officer during the 2021 fiscal year

David Hale

Plan date(Board of Directors)

Number of sharesawarded during
the fiscal year

March 21, 2021

15,200Valueof shares

Vesting date

Availability date

Performance condition

512,240 (a) May 1, 2021

May 1, 2024

100%

(in €)(a) Unit value of €33.70 corresponding to the opening price on the award date for 15,200 shares.

The performance conditions for this award are as follows:
●

●

24

acquisition of 40% of the performance shares is subject toa performance condition based on Guerbet’s Relative TSR
compared with the TSR on the CAC Mid & Small’s relative
benchmark;acquisition of 30% of the performance shares is subject toa performance condition based on operating WCR expressed
as a percentage of revenue at current exchange rates;

Guerbet  2022 Notice of Meeting Brochure●acquisition of 30% of the performance shares is subject toa performance condition based on fulfilling CSR criteria(proportion of women in management positions, reduction in
the number of accidents at work, reduction in relative energy
consumption).

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4REPORT OF THE BOARD OF DIRECTORS ON THE DRAFT RESOLUTIONSAppendix 2

Summary of benefits of the Chief Executive Office
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

YesDavid Hale

Supplementary
pension plan

No

Yes

X

X

Compensation or benefits
due or liable to be due for terminationor change of position

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, Philippe Bourrinet (Group Chief Pharmacist)
Philippe Bourrinet’s term of office began on March 24, 2021.
For 2021, the compensation for his duties as Deputy Chief
Executive Officer was valued on a pro rata basis.
The information relating to Philippe Bourrinet’s compensation
described in this section 2.4.4 details the components received forhis corporate office, described in section 2.4.1.3: “Compensation
policy for the Deputy Chief Executive Officer (Group Chief
Pharmacist)”.

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

Summary of compensation of Philippe Bourrinet, Deputy Chief Executive Officer
2021(in €)

Compensation for corporate office held (including payroll taxes)

2020

10,225

Value of performance shares distributed during the fiscal year

—

TOTAL

10,225—

Summary of compensation of Philippe Bourrinet, Deputy Chief Executive Officer
Amounts due
for the fiscal year2021

(in €)

Compensation for corporate office held (including payroll taxes)

Amounts paid
during the fiscal year
2020

11,500(a)TOTAL COMPENSATION

11,5002021

2020

10,225—

10,225—(a) Theoretical annual bonus of the term of office.

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

Employment contract
Deputy Chief Executive Officer

Philippe Bourrinet

Yes

X

No

Supplementary
pension plan
Yes

X

No

Compensation or benefits
due or liable to be due for terminationor change of position
Yes

No

X

Compensation
relating to a
non-compete clause
Yes

No

X

Start of term: March 24, 2021.

Guerbet  2022 Notice of Meeting Brochure

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Compensation of the outgoing Deputy Chief Executive Officer, Pierre André
Pierre André’s term of office ended on March 24, 2021. For
2021, the compensation for his duties as Deputy Chief Executive
Officer was valued on a pro rata basis.

He receives compensation (annual fixed and annual variable)
for his position as Quality Director for the Guerbet group as asalaried employee. Given that these types of compensation arereceived under his employment contract and not for his corporate
office, they are not detailed in the tables below.

The information relating to Pierre André’s compensation described inthis 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)”.
(in €)

2021

2020

Compensation for corporate office held (including payroll taxes)

2,584

11,500

—

—

2,584

11,500

Value of performance shares distributed during the fiscal year
TOTAL

Appendix 3

APPROVAL OF THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING, AND
GRANTING THE FIXED AND VARIABLE COMPONENTS OF THE TOTAL COMPENSATION
AND BENEFITS OF ANY KIND THAT MAY BE GRANTED TO MARIE-CLAIRE JANAILHACFRITSCH AS CHAIRPERSON OF THE BOARD OF DIRECTORS, DAVID HALE AS CHIEF
EXECUTIVE OFFICER, AND PHILIPPE BOURRINET AS DEPUTY CHIEF EXECUTIVE OFFICER
Compensation policy for corporate officers
The information set forth below is part of the compensation
policy for corporate officers established in accordance witharticle L. 225-37-2 of the French Commercial Code. This policy
describes all the components of the fixed, variable, and, whereapplicable, exceptional compensation of Guerbet’s corporate officers,
including its Chairperson of the Board of Directors, its Chief Executive
Officer, its Deputy Chief Executive Officer, and its Directors, 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 corporate officer
in question under the conditions provided for in article L. 225-100of the French Commercial Code.
The compensation policy applicable to corporate officers is determinedby the Board of Directors on the basis of recommendations made by
the Appointments and Compensation Committee and is reviewed
annually. Guerbet’s Appointments and Compensation Committee has
no corporate officers and is composed of a majority of independent
Directors and chaired by one of them in accordance with therecommendations of article 18.1 of the Afep-Medef Code on thecomposition of this committee.

26

Guerbet  2022 Notice of Meeting Brochure

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:
●
●

●

●

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 panels ofcomparable companies in the healthcare sector;
overall consistency, reviewed annually, to respect the principle ofbalance between the various compensation components (annual
fixed, annual variable, multi-year variable) and in view of thecompensation 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;< < CONTENTSREPORT OF THE BOARD OF DIRECTORS ON THE DRAFT RESOLUTIONSAppendix 3●●

an alignment of performance conditions with the Company’s
interests and objectives in terms of sustainable and profitable
growth in the short, medium, and long term;transparency and clarity of the compensation policy.

The Appointments and Compensation Committee ensures that theseprinciples are correctly applied in connection with recommendations to
the Board of Directors, both in the development of the compensation
policy and in its implementation and in the establishment of theamounts or valuations of compensation or benefits.
The compensation policy for corporate officers, in particular theirvariable compensation, is part of the Company’s short-, medium-,and long-term strategy. The objectives for the Chief Executive
Officer are based on the Company’s medium- 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 the employment
contract and not for the 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 corporate
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 benchmark was established in 2020 for the Chief
Executive Officer and members of the Executive Committee.
Changes in the compensation of corporate officers are decidedin accordance with the labor policy and the compensation policy
applicable to all employees, including other executives andemployees of the Company.

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

4

In accordance with the recommendations of the Afep-Medef Code,the fixed compensation of the Chairperson of the Board of Directors,
a corporate officer, is reviewed periodically. It may be subject tochange according to changes in the Company’s scope as well as
market compensation trends so that it remains competitive.
The Chairperson does not receive variable compensation in cash
or securities or any other compensation based on the performanceof the Company or Group.

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 granted to a non-executive
chairperson in comparable companies of the healthcare market
in France.

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.
For the 2021 fiscal year, the fixed annual compensation of the
Chairperson of the Board of Directors was maintained at €110,000.
On the recommendation of the Appointments and Compensation
Committee, the Board of Directors will propose maintaining thiscompensation for the 2022 fiscal year at the General Meetingof Shareholders of May 20, 2022.

Compensation structure

Fixed annual compensation for 2022

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

On the proposal of the Appointments and Compensation Committee
and after deliberation by the Board of Directors on March 23, 2022,
the annual fixed compensation of the Chairperson of the Boardof Directors for the 2022 fiscal year is maintained at €110,000,
subject to approval by the Annual General Meeting called toapprove the financial statements for the 2021 fiscal year to beheld on May 20, 2022.

●

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.

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

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Benefits in kindcovered by Guerbet S.A.’s funded supplementary pension plan(“article 83”) starting in 2018, subject to the same conditions as
Guerbet’s executives.

Group welfare insurance and health insurance plans
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.

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.

Supplementary pension plan
In accordance with the decision of the Board of Directors on
March 27, 2018, the Chairperson of the Board of Directors is

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

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

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

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

33%
33%
MULTIYEAR> Performance
shares66%

Compensation
subject to performance
conditions

33%
ANNUAL> Variable
compensation

Fixed annual compensation
The Chief Executive Officer’s fixed annual compensation is awarded
as payment for the responsibilities inherent to such a position.
The following factors are among those considered:
●

●

●

28

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

Guerbet  2022 Notice of Meeting Brochure

33%
ANNUAL> Fixedcompensation

Compensation
without performance
conditions

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

For the 2021 fiscal year, the Chief Executive Officer’s
annual fixed compensation was maintained at €469,500.
On the recommendation of the Appointments and Compensation
Committee, the Board of Directors will propose maintaining
this compensation for the 2022 fiscal year at the General
Meeting of Shareholders of May 20, 2022.

Fixed annual compensation for 2022
On the proposal of the Appointments and Compensation
Committee and after deliberation by the Board of Directors
on March 23, 2022, the Chief Executive Officer’s annual
fixed compensation for the 2022 fiscal year is maintained at€469,500, subject to approval by the Annual General Meeting
called to approve the financial statements for the 2021 fiscal
year to be held on May 20, 2022.

< < CONTENTSREPORT OF THE BOARD OF DIRECTORS ON THE DRAFT RESOLUTIONSAppendix 3

Variable annual compensation
Calculation
The objective of the Chief Executive Officer’s annual variable
compensation is to encourage the achievement of the annual
performance objectives determined by the Board of Directors inline with the implementation of the Company’s strategy. Provided
that all the applicable objectives are achieved, 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 fixed annual 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:●●●

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.

Therefore:●

0% of the bonus below a minimum threshold of achievementof the objectives;●

100% of the bonus is paid if the objectives are achieved;●

150% of the bonus 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 courseof a year, the same principles as above will apply on a pro rata
basis for the period during which the Chief Executive Officer inquestion actually holds the office.

4

2. Corporate Social Responsibility with the objectives of reducing
the number of accidents recorded at the Group level, reducing
relative energy (electricity, gas) and water consumption, anddeveloping the staff;
3. The progress of the Company’s key and strategic projects.

Multi-year variable compensation
Objective
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,
is particularly suited to the position of Chief Executive Officer
in view of the role’s expected level of direct contribution to theCompany’s medium- and long-term performance in line with theobjectives communicated to the market. This compensation isintended to increase the corporate officer’s motivation and loyalty
while aligning the officer’s interests with those of the Company’s
shareholders and its corporate interest.

System and conditions
Guerbet’s multi-year compensation system currently consists solelyof the award of performance shares.
On the recommendation of the Appointments 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.
These awards are also subject to a condition of presence in theGroup at the end of the vesting period and entail an obligation
for the Chief Executive Officer to hold these shares until the endof the term of office. On the proposal of the Appointments andCompensation Committee, the Board of Directors validates theachievement 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 French
Commercial 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.
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.

2022 Objectives
The Chief Executive Officer’s variable compensation for 2022 will
be based on quantitative, financial, non-financial, and qualitative
criteria tied to the progress of key projects for the Group’s
development. The performance conditions are detailed as follows:
1. Company performance (sales, EBITDA, free cash flow);

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REPORT OF THE BOARD OF DIRECTORS ON THE DRAFT RESOLUTIONSAppendix 3

Welcome compensation

Compensation for serving as a Director

Welcome compensation may be granted to a new Chief Executive
Officer arriving from a company outside the Group. This isintended to compensate for the loss of benefits previously enjoyed.
This compensation and its payment are disclosed in the Company’s
annual report.

A Chief Executive Officer who is also a Director receives
compensation for that role, including for participating in meetingsof the Board of Directors.

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.

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

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 Codeand in particular article L. 141-1 et seq. It is a retirement savings
policy in accordance with article 107 of Act No. 2010-1330
of November 9, 2010. Contributions are based on the annual
gross compensation 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 associatedwith the policies.

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

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

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

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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.

Compensation for 2022
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 2022 fiscal
year is set to €11,800, subject to approval by the Annual General
Meeting called to approve the financial statements for the 2021
fiscal year to be held on May 20, 2022.

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
and therefore does not receive any compensation in this respect.

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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

4

fixed share for all Directors and a variable share according tomeeting attendance criteria.
As for corporate 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 scheduled for May 20, 2022, theshareholders will be asked to approve the compensation granted to
the Directors for the 2021 fiscal year for a maximum total amountof €335,000, composed of a fixed portion and a predominantly
variable portion calculated according to the participation of eachmember in their Committee meetings.

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

The Chairpersons of each of the Committees receive an additionalvariable portion, justified by the workload and additional
responsibility that this function entails.

Directors’ compensation

Isabelle Raynal, then Olivier Fougère, who took over following her
resignation, and Jean Sébastien Raynaud, Directors representing
the employees, do not receive any compensation.

The compensation policy aims to compensate Directors for theircommitment to corporate governance. It incorporates an identical

AMOUNT OF COMPENSATION FOR SERVING AS A DIRECTOR TO BE DISTRIBUTED FOR 2021

Director

Annual fixed portion

Variable portion

Net total

M.-C. Janailhac-Fritsch€6,000€39,600€45,600

M. Barbier€3,600€10,800€14,400

C. Dagommer€2,000€6,000€8,000M. Fouquet€6,000€28,800€34,800

É. Guerbet€6,000€26,400€32,400

D. Izabel€6,000€38,400€44,400

C. Massiot-Jouault€6,000€26,400€32,400

C. Lamort€6,000€24,000€30,000

N. Louvet€6,000€24,000€30,000

M. Massiot€4,400€12,000€16,400

I. Raynal/O. Fougère

€0

€0

€0

J.-S. Raynaud

€0

€0

€0

T. Viort€6,000€36,000€42,000

TOTAL€58,000€272,400€330,400

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Appendix 4

INFORMATION ABOUT DIRECTORS PROPOSED FOR APPOINTMENT
OR REAPPOINTMENT

Carine DAGOMMER
DIRECTOR
Non-independent: member of the Guerbet family
CAREER HISTORY Marketing management functions in the Uriage, Puressentiel, and Nuxe dermo-cosmetic

Date of birth:
July 10, 1970
Professional address:
Guerbet15, rue des Vanesses
93420 VillepinteFirst appointment
to the Board:
September 22, 2021
Date of last
reappointment:
Not applicableEnd of term of office:2023 General Meetinglaboratories (Paris) since 2018

 Head of sales and marketing – Valeur Absolue Parfums (Geneva) 2014-2015
 International marketing manager for make-up and fragrance – Elizabeth Arden International(Geneva) 2001-2011

 Export manager for the Latin America & Caribbean region, then key accounts manager

for France & Belgium – Escada Beauté Group (Paris) 1998-2001

 Department store manager – Parfums Grès (Paris) 1996-1998

EDUCATION Master 2 (DESS) International Business (Université R. Schuman, Strasbourg) ESSEC Global BBA

Current offices held
AT GUERBET Director

2021 meeting attendance rate
Board of Directors: 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

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Nicolas LOUVETDIRECTOR
Non-independent: member of the Guerbet family
CAREER HISTORY Head of the BU improvement plan at Yazaki Europe Limited since 2013

Date of birth:
June 27, 1976
Professional address:
Guerbet15, rue des Vanesses
93420 VillepinteFirst appointment
to the Board:
May 27, 2016

 Head of component key accounts at Yazaki Europe Limited from 2012 to 2015
 Head of Strategic Projects at Yazaki Europe Limited from 2007 to 2012
 Project Manager at Valeo Éclairage et Signalisation from 2005 to 2007
 Engineer, then R&D Project Manager at Valeo Éclairage et Signalisation from 2001 to 2005

EDUCATION
 Graduate of the UTC (Université de Technologie de Compiègne)Date of last
reappointment:
Not applicable

Current offices held

End of term of office:2022 General Meeting Director

AT GUERBET Chairperson of the Ethics, Governance, and CSR Committee
 Member of the Strategy and Innovation Committee

2021 meeting attendance rate
Board of Directors: 100%
Strategy and Innovation Committee: 100%
Ethics, Governance, and CSR Committee: 100%

Current offices held in French companies
None

Current offices held in foreign companies
None

Offices held over the past five years
FRENCH COMPANIESNoneFOREIGN COMPANIESNone

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DRAFT

resolutions

Resolutions presented to the Combined General Meeting

FIRST RESOLUTION

Approval of the individual financial statements for the fiscal year ended December 31, 2021
The General Meeting, acting under the conditions of quorum andmajority required for ordinary General Meetings, after having
reviewed the reports of the Board of Directors and the Statutory
Auditors, approves the individual financial statements for the fiscal

year ended December 31, 2021, including the balance sheet,the income statement, and the notes, as presented to it, showing
a profit of €18,355,810, as well as the transactions reflectedin these financial statements and summarized in these reports.

SECOND RESOLUTION

Approval of the consolidated financial statements for the fiscal year ended December 31, 2021
The General Meeting, acting under the conditions of quorum andmajority 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, 2021, including the balance
sheet, the income statement, and the notes, as presented to it, as
well as the transactions reflected in these financial statements andsummarized in these reports, which show a profit of €32,655,055.

THIRD RESOLUTION

Appropriation of the result for the fiscal year ended December 31, 2021, and determinationof the dividend amount
The General Meeting, acting under the conditions of quorum and majority required for ordinary General Meetings, after having reviewed
the reports of the Board of Directors and the Statutory Auditors on the proposal of the Board of Directors, resolves to allocate the net
accounting profit for the fiscal year ended December 31, 2021, of €18,355,810 as follows:(in €)Net income

18,355,810

Positive retained earnings

103,231,867

Total to be appropriated121,587,677

Appropriation to the statutory reserve

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4,495

Total distributable

121,583,181

Statutory dividend

758,467

Supplemental dividend

9,986,481

Total net dividend

10,744,948

BALANCE APPROPRIATED TO RETAINED EARNINGS

110,838,234

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Draft resolutions
Resolutions presented to the Combined General Meeting

The General Meeting therefore resolves to pay a dividend of€0.85 per share. The dividend will be payable beginning on
July 1, 2022.
Pursuant to the provisions of article 243 bis of the French General
Tax 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 a total rate of 30% (i.e. 12.8% forincome tax and 17.2% for social security contributions), unless5

the taxpayer opts for the progressive scale of income tax, which
would in this case 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 inarticle 158-3-2 of the French General Tax Code, i.e. €0.34 pershare. This scheme is applicable to individuals domiciled for tax
purposes in France.

In accordance with article 243 bis of the French General Tax Code, the distributions made for the last three fiscal years are indicatedbelow:

Total amount distributed

Gross dividend
per share (a)Distributed dividend fully eligible
for the 40% reductionreferred to in article 158-3-2of the French General Tax Code (b)2018€10,694,071.85

€0.85

€0.34

2019

€8,817,312.70

€0.70

€0.28

2020

€8,821,871.80

€0.70

€0.28

Year

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

The General Meeting resolves that, in accordance with theprovisions of article L. 225-210 of the French Commercial Code,the amount of the dividend corresponding to the shares that theCompany holds at the time of payment will be appropriated to“retained earnings”.

FOURTH RESOLUTION

Special report of the Statutory Auditors on regulated agreements and commitments referred
to in articles L. 225-38 et seq. of the French Commercial CodeThe General Meeting, acting under the conditions of quorum andmajority required for ordinary General Meetings, after having
reviewed the report of the Board of Directors and the special reportof the Statutory Auditors presented pursuant to article L. 225-40of the French Commercial Code on the regulated agreements
and commitments referred to in articles L. 225-38 et seq. of

the same code, approves the terms of the said report, which
acknowledges the absence of any agreement within the scopeof the aforementioned article L. 225-38 and occurring during the
fiscal year ended December 31, 2021, as well as the absenceof regulated agreements 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 that code on the compensation of corporate officers
The General Meeting, acting under the conditions of quorum
and majority required for ordinary General Meetings, after
having reviewed the corporate governance report referred to inarticle L. 225-37 of the French Commercial Code and appearing
in section 2.4 of the Company’s 2021 Universal Registration

Document, approves, pursuant to article L. 22-10-34 I of the French
Commercial Code, the information mentioned in article L. 22-10-9 Iof the French Commercial Code and presented therein on thecompensation of the corporate officers for the fiscal year ended
December 31, 2021, as presented in the aforementioned report.

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SIXTH RESOLUTION

Approval, pursuant to article L. 22-10-34 II of the French Commercial Code, of the fixed, variable,
and exceptional components of the total compensation and benefits of any kind paid during the fiscal
year ended December 31, 2021, or granted for the same fiscal year to Marie-Claire Janailhac-Fritsch
as Chairperson of the Board of Directors
The General Meeting, acting under the conditions of quorum
and majority required for ordinary General Meetings, after
having reviewed the corporate governance report referred to inarticle L. 225-37 of the French Commercial Code and appearing
in section 2.4 of the Company’s 2021 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, 2021, or
granted 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, 2021, or granted for the same fiscal year to David Hale as Chief
Executive Officer
The General Meeting, acting under the conditions of quorum
and majority required for ordinary General Meetings, after
having reviewed the corporate governance report referred to inarticle L. 225-37 of the French Commercial Code and appearing
in section 2.4 of the Company’s 2021 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, 2021, or granted
for the same fiscal year to David Hale, Chief Executive Officer,
and as presented in the aforementioned report.

EIGHTH RESOLUTION

Approval, pursuant to article L. 22-10-34 II of the French Commercial Code, of the fixed, variable,
and exceptional components of the total compensation and benefits of any kind paid during the fiscal
year ended December 31, 2021, or granted for the same fiscal year to Pierre André as Deputy Chief
Executive Officer (outgoing)
The General Meeting, acting under the conditions of quorum
and majority required for ordinary General Meetings, after
having reviewed the corporate governance report referred to inarticle L. 225-37 of the French Commercial Code and appearing
in section 2.4 of the Company’s 2021 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, 2021, or granted
for the same fiscal year to Pierre André, Deputy Chief Executive
Officer, and as presented in the aforementioned report.

NINTH RESOLUTION

Approval, pursuant to article L. 22-10-34 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, 2021, or granted for the same fiscal year to Philippe Bourrinet as Deputy Chief
Executive Officer
The General Meeting, acting under the conditions of quorum
and majority required for ordinary General Meetings, after
having reviewed the corporate governance report referred to inarticle L. 225-37 of the French Commercial Code and appearing
in section 2.4 of the Company’s 2021 Universal Registration
Document, approves, pursuant to article L. 22-10-34 II of the36

Guerbet  2022 Notice of Meeting Brochure

French Commercial Code, the fixed, variable, and exceptional
components of the total compensation and benefits of any kind paid
during the fiscal year ended December 31, 2021, or granted forthe same fiscal year to Philippe Bourrinet, Deputy Chief Executive
Officer, and as presented in the aforementioned report.

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Resolutions presented to the Combined 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 Marie-Claire Janailhac-Fritsch as Chairperson of the Board of Directors
The General Meeting, acting under the conditions of quorum
and majority required for ordinary General Meetings, after
having reviewed the corporate governance report referred to inarticle L. 225-37 of the French Commercial Code and appearing
in section 2.4 of the Company’s 2021 Universal Registration
Document, approves, pursuant to article L. 22-10-8 I of theFrench 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.

ELEVENTH RESOLUTION

Approval, pursuant to article L. 22-10-8 I of the French Commercial Code, of the compensation policy
applicable to David Hale as Chief Executive Officer
The General Meeting, acting under the conditions of quorum
and majority required for ordinary General Meetings, after
having reviewed the corporate governance report referred to inarticle L. 225-37 of the French Commercial Code and appearing
in section 2.4 of the Company’s 2021 Universal Registration

Document, approves, pursuant to article L. 22-10-8 I of the French
Commercial 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.

TWELFTH RESOLUTION

Approval, pursuant to article L. 22-10-8 I of the French Commercial Code, of the compensation policy
applicable to Philippe Bourrinet as Deputy Chief Executive
The General Meeting, acting under the conditions of quorum andmajority required for ordinary General Meetings, after having reviewed
the corporate governance report referred to in article L. 225-37of the French Commercial Code and appearing in section 2.4 of
the Company’s 2021 Universal Registration Document, approves,pursuant to article L. 22-10-8 I of the French Commercial Code,the compensation policy applicable to Philippe Bourrinet as Deputy
Chief Executive Officer, as defined by the Company’s Board of
Directors on the proposal of the Compensation Committee andpresented in the aforementioned report.

THIRTEENTH RESOLUTION

Approval, pursuant to article L. 22-10-8 I of the French Commercial Code, of the compensation policy
applicable to the Directors
The General Meeting, acting under the conditions of quorum
and majority required for ordinary General Meetings, after
having reviewed the corporate governance report referred to inarticle L. 225-37 of the French Commercial Code and appearing
in section 2.4 of the Company’s 2021 Universal Registration
Document, approves, pursuant to article L. 22-10-8 I of the French

Commercial Code, the compensation policy applicable to theCompany’s Directors, as defined by the Company’s Board of
Directors on the proposal of the Compensation Committee andpresented in the aforementioned report.

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Resolutions presented to the Combined General Meeting

FOURTEENTH RESOLUTION

Determination of the amount of the overall annual compensation to be paid to the Directors
The General Meeting, acting under the conditions of quorum andmajority required for ordinary General Meetings, after having
reviewed the report of the Board of Directors, resolves to set,from the fiscal year beginning on January 1, 2021, the amountof the annual fixed sum provided for in article L. 225-45 of theFrench Commercial Code to be allocated to the Directors ascompensation for their duties at €335,000, leaving it to the Boardof Directors to determine the distribution and date of payment of
this compensation.

FIFTEENTH RESOLUTION

Ratification of the co-optation of Carine Dagommer as Director
The General Meeting, acting under the conditions of quorum andmajority required for ordinary General Meetings, after having reviewed
the report of the Board of Directors ratifies the co-opting by the
Board of Directors during its meeting of September 22, 2021, on
Carine Dagommer as Director of the Company, replacing Marion

Barbier, who resigned, for her remaining term of office, which willend following the Ordinary General Meeting of shareholders tobe held in 2023 to approve the financial statements for the fiscal
year ending December 31, 2022.

SIXTEENTH RESOLUTION

Reappointment of Nicolas Louvet as Director
The General Meeting, acting under the conditions of quorum andmajority required for ordinary General Meetings, after having
reviewed the report of the Board of Directors duly noting that
Nicolas Louvet’s term of office as Director expires on this day,approves reappointment for a period of six years as stipulated in
the articles of association, which will end following the Ordinary
General Meeting of shareholders to be held in 2028 to approve thefinancial statements for the fiscal year ending December 31, 2027.

SEVENTEENTH RESOLUTION

Reappointment of Crowe HAF as co-principal Statutory Auditor
The General Meeting, acting under the conditions of quorum
and majority required for ordinary General Meetings, after
having reviewed the report of the Board of Directors, resolves toreappoint, for a period of six fiscal years, the company Crowe

HAF, whose head office is located at 16 rue Camille Pelletan,
92300 Levallois-Perret, as co-principal Statutory Auditor, which
will expire at the end of the Ordinary General Meeting to beheld in 2028 to approve the last financial statements of the year.

EIGHTEENTH RESOLUTION

Non-reappointment of Étoile Audit et Conseil as alternate Statutory Auditor
The General Meeting, acting under the conditions of quorum andmajority required for ordinary General Meetings, after having
reviewed the report of the Board of Directors, duly notes that the38

Guerbet  2022 Notice of Meeting Brochureterm of office of the company Étoile Audit et Conseil as alternate
Statutory Auditor has ended and resolves not to reappoint or
replace it.

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Draft resolutions
Resolutions presented to the Combined General Meeting

5

NINETEENTH RESOLUTION

Authorization for the Board of Directors to trade in the Company’s shares
The General Meeting, acting under the conditions of quorum andmajority required for Ordinary General Meetings, after having
reviewed the report 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,

1. authorizes the Board of Directors, with the right to subdelegate
under the conditions prescribed by laws and regulations, incompliance 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:e. cancel all or part of the shares thus purchased,i.

10% of the total number of shares making up the sharecapital at any time whatsoever,or
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 1, 2021,
b. allocate shares to the corporate officers and employees of
the Company and other Group entities, and in particular inconnection 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 allocation of shares pursuant to the provisionsof articles 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,c. 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
and at the times deemed appropriate by the Board of
Directors or by the person acting on the authority of theBoard of Directors,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
be greater than €100 euros per share, excluding costs.
However, for operations on the Company’s capital, particularly
the modification 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;6. resolves that the Board of Directors will have full powers, withthe right to subdelegate under the conditions prescribed bylaws and regulations, to carry out, in compliance with theapplicable laws and regulations, the allocations and, whereapplicable, the permitted reallocations of repurchased sharesin view of one of the objectives of the program for one or moreof its other objectives, or their disposal, on or off the market.
All powers are therefore conferred on the Board of Directors,
with the right to subdelegate under conditions prescribed by laws
and regulations, to implement this authorization, specify its terms
if necessary, and set the procedures under the legal conditions
and this resolution and, in particular, place all stock market
orders, enter into any agreements, in particular for the keepingof share purchase and sale records, make any declarations
to the AMF or any other competent authority, establish any
document, particularly information documents, complete allformalities, and, in general, do whatever is necessary.
As required by law, the Board of Directors must inform theGeneral Meeting of the operations carried out under thisauthorization;
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.

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Draft resolutions
Resolutions presented to the Extraordinary General Meeting

Resolutions presented to the Extraordinary General Meeting

TWENTIETH RESOLUTION

Amendment of article 9b of the Company’s articles of association “Appointment of the Board of Directors
and term of office” to permit the staggering of the terms of office of its members
The General Meeting, acting under the conditions of quorum
and majority required for extraordinary General Meetings, after
having reviewed the report of the Board of Directors on the draft
resolutions, resolves to:with the recommendations of the Afep-Medef Code of corporate
governance for listed companies;●

introduce into the articles of association provisions allowing theterms of office of the Directors to be staggered, in accordance●

amend the first paragraph of article 9b of the articles of associationaccordingly, keeping the rest of the article unchanged:

Former wording

New wordingb – Appointment of the Board of Directors and termof office
The Directors*, whether they are individuals or legal entities, will
be appointed by the Ordinary General Meeting of Shareholders
for a term of six (6) years, expiring after the Ordinary General
Meeting of Shareholders called to approve the financial statements
for the previous fiscal year and held in the year during which theterm of office expires.

b – Appointment of the Board of Directors and termof office
The Directors*, whether they are individuals or legal entities, will be
appointed by the Ordinary General Meeting of Shareholders for aterm of six (6) years, expiring after The Ordinary General Meetingof Shareholders called to approve the financial statements for theprevious fiscal year and held in the year during which the term ofoffice expires. As an exception to the term of six (6) years andin order to allow exclusively the implementation or maintainingof the staggering of terms of office of the Directors, the Ordinary
General Meeting of Shareholders may appoint one or more
Directors for a term of between 1 and 5 years.

**

Except for Directors representing the employees referred to in article 9c.

Except for Directors representing the employees referred to in article 9c.

TWENTY-FIRST RESOLUTION

Authorization for the Board of Directors to reduce the Company’s share capitalby canceling treasury shares
The General Meeting, acting under the conditions of quorum
and majority required for extraordinary General Meetings, after
having reviewed the report of the Board of Directors and thespecial report of the Statutory Auditors:
1. authorizes the Board of Directors, with the right to subdelegate
under the conditions prescribed by applicable law andregulations, to:a. cancel, at its sole discretion, on one or more occasions,
within the limit of 10% of the amount of the share capital
existing as of the date of the cancellation (i.e. adjusted
according to the operations on the share capital since
the adoption of this resolution), for a period of twenty-four(24) months, all or part of the shares acquired by theCompany under a share buyback program authorized by
the shareholders,b. reduce the share capital accordingly and apply the difference
between the buyback price of the canceled shares andtheir nominal value to the available premiums and reservesof its choice;40

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2. confers all powers on the Board of Directors, with the right tosubdelegate under the conditions prescribed by applicable law
and regulations, to determine the definitive amount of capital
reductions within the limits set by law and this resolution, set
their terms, certify their completion, and carry out all acts,
formalities, or declarations with a view to finalizing any capital
reductions that may be made under this authorization, andamend the articles of association accordingly;
3. resolves that this authorization, which cancels and replaces
the authorization granted by the twenty-sixth resolution of theGeneral Meeting of May 29, 2020, is granted for a periodof twenty-six (26) months from this General Meeting.

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TWENTY-SECOND RESOLUTION

Delegation of authority to the Board of Directors to increase the share capital by capitalizationof reserves, profits, or premiums, or any other sum whose capitalization is permitted
The General Meeting, acting under the conditions of quorum andmajority required for Extraordinary General Meetings, after having
reviewed the report of the Board of Directors and in accordancewith the provisions of the French Commercial Code, in particular its
articles L. 225-129, L. 225-129-2, L. 225-130, and L. 22-10-50:
1. delegates to the Board of Directors, with the right to subdelegate
under the conditions prescribed by applicable law andregulations, its authority to increase, on one or more occasions,in the proportions and at the times that it determines, the sharecapital of the Company by capitalization of reserves, profits, orissue, merger, or contribution premiums, or any other sum whose
capitalization will be possible under the law or the articles ofassociation, to be done by issuing new shares or raising thenominal amount of the existing shares or a combination of these
two methods according to the arrangements that it determines;
2. resolves that the nominal amount of the capital increases that
may be decided by the Board of Directors and carried out,
immediately and/or in the future, under this delegation may notexceed a maximum amount of two million five hundred fifteen
thousand euros (€2,515,000) (i.e. approximately 19.9% of
the capital as of the date of this notice). This ceiling will be
increased, where appropriate, by the nominal value of theshares to be issued in order to preserve, in accordance withthe laws and regulations and, where applicable, the applicable
contractual provisions, the rights of the holders of securities orother rights giving access to the Company’s capital;

3. specifies that in the event of a capital increase giving rise to
the free allocation of new shares, the Board of Directors may
decide that fractional rights will not be negotiable and thatthe corresponding shares will be sold, in accordance with theprovisions of article L. 225-130 of the French Commercial
Code, and the proceeds from the sale will be allocated tothe holders of the rights no later than thirty (30) days after thedate of registration of the whole number of allocated sharesin their account;
4. resolves that the Board of Directors will have full powers, withthe right to subdelegate under the conditions prescribed byapplicable law and regulations, to implement this delegation
and, in particular, to determine the terms and conditions of
the authorized transactions, and, in general, to do everythingnecessary to finalize any capital increases that may be carriedout under this delegation and amend the Company’s articles
of association accordingly;
5. resolves that the Board of Directors may not, without theprior authorization of the General Meeting, make use of thisdelegation of authority once a third party has submitted a
proposed public offer for the Company’s shares until the endof the offer period;
6. resolves that this authorization, which cancels and replaces theauthorization granted by the twenty-seventh resolution of theGeneral Meeting of May 29, 2020, is granted for a periodof twenty-six (26) months from this General Meeting.

TWENTY-THIRD RESOLUTION

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
The General Meeting, acting under the conditions of quorum andmajority required for extraordinary General Meetings, after having
reviewed the report of the Board of Directors and the special reportof the statutory auditors, in accordance with provisions of the Frenchcommercial code, in particular its articles L. 225-129 et seq.,
L. 22-10-49, L. 225-132, L. 225-133 and L. 228-92:
1. delegates to the Board of Directors, with the right to subdelegate
under the conditions prescribed by applicable law andregulations, the power to decide to issue, on one or more
occasions, in the proportions and at the times that it deems
appropriate, both in France and in abroad, in euros, withpreferential subscription rights, shares of the Company and/or
debt securities granting access to new shares, the subscriptionof which may be done either in cash, by netting with debts
that are uncontested, liquid, and enforceable, or, in full or inpart, by capitalizing reserves, profits, or premiums;
2. resolves that the aggregate nominal amount of capital increases
that may be carried out immediately and/or in the future under
this delegation may not exceed a maximum amount of six
million two hundred ninety-five thousand euros (€6,295,000)(i.e. approximately 49.9% of the Company’s share capital asof the date of this notice), it being specified that the nominal
amount of the capital increases carried out pursuant to thisresolution as well as the 24th to 31st resolutions submitted tothis General Meeting will be factored into the amount of thisceiling. This ceiling will be increased, where appropriate,by the nominal value of the shares to be issued in order topreserve, in accordance with the laws and regulations and,
where applicable, the applicable contractual provisions, therights of the holders of securities or other rights giving accessto the Company’s capital;
3. resolves that the maximum aggregate nominal amount of issuesof debt securities granting access to new shares that may bedone on the basis of this delegation may not exceed two
hundred million euros (€200,000,000), it being specified
that the nominal amount of issues of debt securities carried out
pursuant to this resolution as well as the 24th to 28th resolutions
submitted to this General Meeting will be factored into theamount of this ceiling;

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4. acknowledges that this delegation entails the renunciation by
the shareholders of their preferential subscription rights to the
new shares of the Company to which the debt securities issued
on the basis of this delegation may give entitlement immediately
or in the future;
5. resolves that the shareholders may exercise, under the conditions
provided for by law, their preferential subscription rights (asof right) for the new shares and/or debt securities granting
access to new shares, the issue of which will be decided
by the Board of Directors under this delegation of authority.
The Board of Directors may grant shareholders the right tosubscribe in excess of their rights for a number of new sharesor debt securities greater than the number for which they could
subscribe as of right, in proportion to the subscription rights
available to them and, in any event, within the limits of theirrequests. If the subscriptions as of right and, where applicable,
in excess of the rights have not absorbed all of the new shares
and/or debt securities issued, the Board of Directors will
have the option, in the order that it will determine, either tolimit, in accordance with the law, the issue to the amount of
the subscriptions received, under the condition that it reaches
at least three quarters of the issue that has been decided, tofreely distribute all or part of the unsubscribed shares between
persons of its choice, or to offer them to the public in the sameway. The Board of Directors may use all the above options or
only some of them;
6. further specifies that the Board of Directors, with the right tosubdelegate under the conditions prescribed by applicablelaw and regulations, may in particular:i.

decide and set the characteristics of the issues of sharesand debt securities and, in particular, their issue price (withor without issue premium), the terms of their subscription,and their ex-dividend date,ii. more generally, determine the characteristics of all debt
securities and, in particular, the terms and conditions forallocation of shares, the duration of debts that may be issued
in the form of bonds, their subordinated or non-subordinatednature, the currency of issue, the principal repayment terms,

with or without a premium, the terms and conditions ofamortization and, where applicable, the purchase, exchangeor early redemption, the fixed or variable interest rates,
and the date of payment; the compensation may include
a variable portion calculated by reference to items relating
to the Company’s activity and earnings and a deferredpayment in the absence of distributable profits,iii. decide to use the shares acquired under a share buyback
program authorized by the shareholders to allocate themas a result of the issue of debt securities issued on the basisof this delegation,
iv. take all measures to preserve the rights of holders of the issued
securities or other rights granting access to the Company’s
capital required by the applicable laws, regulations, andcontractual provisions,v. if necessary, suspend the exercise of the rights attachedto these securities for a fixed period in accordance withapplicable laws, regulations, and contract stipulations,vi. duly note the execution of all capital increases andsecurities issues, carry out the corresponding amendmentof the articles of association, charge the issue costs to thepremiums and, if deemed appropriate, deduct from theamount of the capital increases the sums required to bring
the statutory reserve to one tenth of the new share capital,vii. take all measures and complete all the formalities required
for the admission to trading of the created securities on aregulated market;
7. resolves that the Board of Directors may not, without theprior authorization of the General Meeting, make use of thisdelegation of authority once a third party has submitted a
proposed public offer for the Company’s shares until the endof the offer period;
8. resolves that this authorization, which cancels and replaces
the authorization granted by the twenty-eight (28th) resolutionof the General Meeting of May 29, 2020, is granted for aperiod of twenty-six (26) months from this General Meeting.

TWENTY-FOURTH RESOLUTION

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 accessto new shares, with mandatory priority period, through public offerings other than those referred
to in article L. 411-2 of the French Monetary and Financial CodeThe General Meeting, acting under the conditions of quorum andmajority required for extraordinary General Meetings, after having
reviewed the report of the Board of Directors and the special reportof the Statutory Auditors, in accordance with provisions of the French
Commercial Code, in particular its articles L. 225-129 et seq.,
L. 225-135, L. 22-10-51, L. 225-136, L. 20-10-52, L. 22-10-54,
and L. 228-92:
1. delegates to the Board of Directors, with the right to subdelegate
under the conditions prescribed by applicable law and regulations,the power to decide to issue through a public offering other than

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those referred to in article L. 441-2 of the French Monetary and
Financial Code, on one or more occasions, in the proportions
and at the times that it deems appropriate, both in France andin abroad, in euros, with preferential subscription rights, ofshares of the Company and/or debt securities granting accessto new shares, the subscription of which may be done either
in cash or by netting with debts that are uncontested, liquid,and enforceable. In particular, these securities may be issued
for the purpose of compensating for securities contributed to theCompany, as part of a public exchange offer made in France< < CONTENTS

Draft resolutions
Resolutions presented to the Extraordinary General Meetingor abroad in accordance with local rules (for example, as partof a reverse merger) on securities meeting the conditions set
out in article L. 22-10-54 of the French Commercial Code;
2. resolves that the aggregate nominal amount of capital increases
that may be carried out immediately and/or in the future pursuant
to this delegation may not exceed a maximum amount of two
million five hundred fifteen thousand euros (€2,515,000)(approximately 19.9% of the share capital as of the date ofthis notice), it being specified (i) that the nominal amount of thecapital increases carried out pursuant to this resolution as wellas the 25th, 26th, 27th, and 29th resolutions submitted to this
General Meeting will be factored into the amount of this ceilingand (ii) that the nominal amount of any capital increase carriedout pursuant to this delegation will be factored into the amountof the overall nominal ceiling for capital increases set out inparagraph 2 of the 23rd resolution submitted to this General
Meeting. This ceiling will be increased, where appropriate,by the nominal value of the shares to be issued in order topreserve, in accordance with the laws and regulations and,
where applicable, the applicable contractual provisions, therights of the holders of securities or other rights giving accessto the Company’s capital;
3. resolves to cancel the preferential subscription right of shareholders
to the shares and other debt securities granting access to newshares to be issued pursuant to this resolution;
4. resolves to grant to the shareholders a priority subscription
period (for a minimum of three trading days), as of right or
possibly in excess of their rights, not providing entitlement to thecreation of negotiable rights, and consequently delegates tothe Board of Directors, with the right to subdelegate under theconditions prescribed by applicable law and regulations, theability to define this period together with its terms, according
to the provisions of articles L. 225-135 subparagraph 5 andL. 22-10-51 of the French Commercial Code;
5. resolves that the maximum aggregate nominal amount ofissues of debt securities that could be done on the basis of
this delegation may not exceed two hundred million euros(€200,000,000), it being specified that this amount will befactored into the amount of this overall nominal ceiling for
issues of debt securities provided for in paragraph 3 of the
23rd resolution submitted to this General Meeting;
6. acknowledges that this delegation entails the renunciation by
the shareholders of their preferential subscription rights to the
new shares of the Company to which the debt securities issued
on the basis of this delegation may give entitlement;
7. resolves that if the subscriptions as of right and, where applicable,
in excess of the rights have not absorbed all of the new shares
and/or debt securities issued, the Board of Directors will havethe option, in the order that it will determine, either to limit theissue to the amount of the subscriptions received, under thecondition that it reaches at least three quarters of the issue
that has been decided, to freely distribute all or part of theunsubscribed shares between persons of its choice, or to offer
them to the public in the same way. The Board of Directors
may use all the above options or only some of them;

5

8. further specifies that the Board of Directors, with the right tosubdelegate under the conditions prescribed by applicablelaw and regulations, may in particular:i.

decide and set the characteristics of the issues of sharesand debt securities and, in particular, their issue price (withor without issue premium), the terms of their subscription,and their ex-dividend date,ii. more generally, determine the characteristics of all debt
securities and, in particular, the terms and conditions forallocation of shares, the duration of debts that may be issued
in the form of bonds, their subordinated or non-subordinatednature, the currency of issue, the principal repayment terms,
with or without a premium, the terms and conditions ofamortization and, where applicable, the purchase, exchangeor early redemption, the fixed or variable interest rates,
and the date of payment; the compensation may include
a variable portion calculated by reference to items relating
to the Company’s activity and earnings and a deferredpayment in the absence of distributable profits,iii. set the issue price of the shares or securities that may becreated by virtue of the preceding subparagraphs such that
the Company receives for each share created or granted
independently of any compensation, regardless of the form,
interest, share premium, or redemption in particular, a sum
at least equal to the weighted average of the share prices
in the last three trading sessions on the regulated market ofEuronext Paris preceding the beginning of the public offering
within the meaning of Regulation (EU) No. 2017/1129
of June 14, 2017, minus a maximum discount of 10% if
applicable,
iv. take all measures to preserve the rights of holders of the issued
securities or other rights granting access to the Company’s
capital required by the applicable laws, regulations, andcontractual provisions,v. if necessary, suspend the exercise of the rights attachedto these securities for a fixed period in accordance withapplicable laws, regulations, and contract stipulations,vi. duly note the execution of all capital increases andsecurities issues, carry out the corresponding amendmentof the articles of association, charge the issue costs to thepremiums and, if deemed appropriate, deduct from theamount of the capital increases the sums required to bring
the statutory reserve to one tenth of the new share capital,vii. take all measures and complete all the formalities required
for the admission to trading of the created securities on aregulated market;
9. resolves that the Board of Directors may not, without theprior authorization of the General Meeting, make use of thisdelegation of authority once a third party has submitted a
proposed public offer for the Company’s shares until the endof the offer period;
10. resolves that this authorization, which cancels and replaces
the authorization granted by the twenty-ninth resolution of theGeneral Meeting of May 29, 2020, is granted for a periodof twenty-six (26) months from this General Meeting.

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TWENTY-FIFTH RESOLUTION

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 accessto new shares, with an optional priority period, through public offerings other than those referred
to in article L. 411-2 of the French Monetary and Financial CodeThe General Meeting, acting under the conditions of quorum andmajority required for extraordinary General Meetings, after having
reviewed the report of the Board of Directors and the special reportof the Statutory Auditors, in accordance with provisions of the French
Commercial Code, in particular its articles L. 225-129 et seq.,
L. 225-135, L. 22-10-51, L. 225-136, L. 20-10-52, L. 22-10-54,
and L. 228-92:

rights, not providing entitlement to the creation of negotiable
rights, and consequently delegates to the Board of Directors,
with the right to subdelegate under the conditions prescribedby applicable law and regulations, the ability to define thisperiod together with its terms, according to the provisions ofarticles L. 225-135 subparagraph 5 and L. 22-10-51 of theFrench Commercial Code;

1. delegates to the Board of Directors, with the right to subdelegate
under the conditions prescribed by applicable law and regulations,the power to decide to issue through a public offering other thanthose referred to in article L. 441-2 of the French Monetary and
Financial Code, on one or more occasions, in the proportions
and at the times that it deems appropriate, both in France andin abroad, in euros, with preferential subscription rights, ofshares of the Company and/or debt securities granting accessto new shares, the subscription of which may be done either incash or by netting with debts that are uncontested, liquid, andenforceable. In particular, these securities may be issued forthe purpose of compensating for securities contributed to theCompany, as part of a public exchange offer made in France
or abroad in accordance with local rules (for example, as partof a reverse merger) on securities meeting the conditions set
out in article L. 22-10-54 of the French Commercial Code;

5. resolves that the maximum aggregate nominal amount of issuesof debt securities granting access to new shares that may bedone on the basis of this delegation may not exceed two
hundred million euros (€200,000,000), it being specified
that this amount will be factored into the amount of this overall
nominal ceiling for issues of debt securities provided for inparagraph 3 of the 23rd resolution submitted to the General
Meeting;

2. resolves that the aggregate nominal amount of capitalincreases that may be carried out immediately and/or in the
future pursuant to this delegation may not exceed a maximum
amount of one million two hundred fifty-five thousand euros(€1,255,000) (approximately 9.9% of the share capitalas of the date of this notice), it being specified (i) that thenominal amount of the capital increases carried out pursuant
to this resolution will be factored into the nominal ceiling two
million five hundred fifteen thousand euros (€2,515,000),
i.e. approximately 19.9% provided for capital increases withcancellation of the preferential subscription right in paragraph 2of the 24th resolution submitted to this General Meeting, and(ii) that the nominal amount of any capital increase carried out
pursuant to this delegation will be factored into the amountof the overall nominal ceiling for capital increases set out inparagraph 2 of the 23rd resolution submitted to this General
Meeting. This ceiling will be increased, where appropriate,by the nominal value of the shares to be issued in order topreserve, in accordance with the laws and regulations and,
where applicable, the applicable contractual provisions, therights of the holders of securities or other rights giving accessto the Company’s capital;
3. resolves to cancel the preferential subscription right of shareholders
to the shares and other debt securities granting access to newshares to be issued pursuant to this resolution;
4. resolves that the Board of Directors may establish for theshareholders a priority subscription period (for a minimum of
three trading days), as of right or possibly in excess of their

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Guerbet  2022 Notice of Meeting Brochure

6. acknowledges that this delegation entails the renunciation by
the shareholders of their preferential subscription rights to the
new shares of the Company to which the debt securities issued
on the basis of this delegation may give entitlement;
7. resolves that if the subscriptions as of right and, where applicable,
in excess of the rights have not absorbed all of the new shares
and/or debt securities issued, the Board of Directors will havethe option, in the order that it will determine, either to limit theissue to the amount of the subscriptions received, under thecondition that it reaches at least three quarters of the issue
that has been decided, to freely distribute all or part of theunsubscribed shares between persons of its choice, or to offer
them to the public in the same way. The Board of Directors
may use all the above options or only some of them;
8. further specifies that the Board of Directors, with the right tosubdelegate under the conditions prescribed by applicablelaw and regulations, may in particular:i.

decide and set the characteristics of the issues of sharesand debt securities and, in particular, their issue price (withor without issue premium), the terms of their subscription,and their ex-dividend date,ii. more generally, determine the characteristics of all debt
securities and, in particular, the terms and conditions forallocation of shares, the duration of debts that may be issued
in the form of bonds, their subordinated or non-subordinatednature, the currency of issue, the principal repayment terms,
with or without a premium, the terms and conditions ofamortization and, where applicable, the purchase, exchangeor early redemption, the fixed or variable interest rates,
and the date of payment; the compensation may include
a variable portion calculated by reference to items relating
to the Company’s activity and earnings and a deferredpayment in the absence of distributable profits,iii. set the issue price of the shares or securities that may becreated by virtue of the preceding subparagraphs such that<

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Resolutions presented to the Extraordinary General Meeting

the Company receives for each share created or granted
independently of any compensation, regardless of theform, interest, share premium, or redemption in particular,a sum at least equal to the weighted average of the shareprices in the last three trading sessions on the regulated
market of Euronext Paris preceding the beginning of the
public offering within the meaning of Regulation (EU)No. 2017/1129 of June 14, 2017, minus a maximum
discount of 10% if applicable,
iv. take all measures to preserve the rights of holders of the issued
securities or other rights granting access to the Company’s
capital required by the applicable laws, regulations, andcontractual provisions,v. if necessary, suspend the exercise of the rights attachedto these securities for a fixed period in accordance withapplicable laws, regulations, and contract stipulations,vi. duly note the execution of all capital increases andsecurities issues, carry out the corresponding amendment

5of the articles of association, charge the issue costs to thepremiums and, if deemed appropriate, deduct from theamount of the capital increases the sums required to bring
the statutory reserve to one tenth of the new share capital,vii. take all measures and complete all the formalities required
for the admission to trading of the created securities on aregulated market;
9. resolves that the Board of Directors may not, without theprior authorization of the General Meeting, make use of thisdelegation of authority once a third party has submitted a
proposed public offer for the Company’s shares until the endof the offer period;
10. resolves that this authorization, which cancels and replaces
the authorization granted by the twenty-ninth resolution of theGeneral Meeting of May 29, 2020, is granted for a periodof twenty-six (26) months from this General Meeting.

TWENTY-SIXTH RESOLUTION

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 newshares through public offerings referred to in article L. 411-2-1 of the French Monetary and Financial CodeThe General Meeting, acting under the conditions of quorum andmajority required for extraordinary General Meetings, after having
reviewed the report of the Board of Directors and the special
report of the Statutory Auditors, in accordance with provisions of
the French Commercial Code, in particular its articles L. 225-129
et seq., L. 225-135, L. 225-136, L. 22-10-49, L. 22-10-51,
L. 22-10-52, and L. 228-92:
1. delegates to the Board of Directors, with the right to subdelegate
under the conditions prescribed by applicable law and regulations,the authority to decide to issue, within the framework of offers
referred to in article L. 411-2-1 of the French Monetary and
Financial Code, under the conditions and within the maximum
limits provided for by the laws and regulations, on one ormore occasions, in the proportions and at the times that it
deems appropriate, both in France and in abroad, in euros
with preferential subscription rights, of shares of the Company
and/or debt securities granting access to new shares, thesubscription of which may be done either in cash or by nettingwith debts that are uncontested, liquid, and enforceable;
2. resolves that the total amount of the capital increases likely to
be carried out immediately and/or in the future pursuant tothis delegation may not exceed a maximum amount of one
million two hundred fifty-five thousand euros (€1,255,000)(i.e. approximately 9.9% of the capital as of the date of thisnotice) and will be factored into the amount of (i) the nominal
ceiling of two million five hundred fifteen thousand euros(€2,515,000) (i.e. approximately 19.9% of the capital asof the date of this notice) provided for capital increases withcancellation of preferential subscription rights in paragraph 2of the 24th resolution submitted to this General Meeting, as wellas (ii) the overall nominal ceiling provided for capital increases
in paragraph 2 of the 23rd resolution submitted to this General

Meeting. This ceiling will be increased, where appropriate,by the nominal value of the shares to be issued in order topreserve, in accordance with the laws and regulations and,
where applicable, the applicable contractual provisions, therights of the holders of securities or other rights giving accessto the Company’s capital;
3. resolves to cancel the preferential subscription right of shareholders
to the shares and other debt securities granting access to newshares to be issued pursuant to this resolution;
4. resolves that the maximum aggregate nominal amount ofissues of debt securities that could be done on the basis of
this delegation could not exceed two hundred million euros(€200,000,000), it being specified that this amount will befactored into the amount of this overall nominal ceiling for
issues of debt securities provided for in paragraph 3 of the
23rd resolution submitted to this General Meeting;
5. acknowledges that this delegation entails the renunciation by
the shareholders of their preferential subscription rights to the
new shares of the Company to which the debt securities issued
on the basis of this delegation may give entitlement;
6. resolves that if the subscriptions as of right and, where applicable,
in excess of the rights have not absorbed all of the new shares
and/or debt securities issued, the Board of Directors will
have the option, in the order that it will determine, either tolimit, in accordance with the law, the issue to the amount of
the subscriptions received, under the condition that it reaches
at least three quarters of the issue that has been decided, tofreely distribute all or part of the unsubscribed shares between
persons of its choice, or to offer them to the public in the sameway. The Board of Directors may use all the above options or
only some of them;

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7. further specifies that the Board of Directors, with the right tosubdelegate under the conditions prescribed by applicablelaw and regulations, may in particular:
i.

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decide and set the characteristics of the issues of sharesand debt securities to be issued and, in particular, theirissue price (with or without issue premium), the terms of
their subscription, and their ex-dividend date,ii. more generally, determine the characteristics of all debt
securities and, in particular, the terms and conditions forallocation of shares, the duration of debts that may be issued
in the form of bonds, their subordinated or non-subordinatednature, the currency of issue, the principal repayment terms,
with or without a premium, the terms and conditions ofamortization and, where applicable, the purchase, exchangeor early redemption, the fixed or variable interest rates,
and the date of payment; the compensation may include
a variable portion calculated by reference to items relating
to the Company’s activity and earnings and a deferredpayment in the absence of distributable profits,iii. set the issue price of the shares or securities that may becreated by virtue of the preceding subparagraphs such that
the Company receives for each share created or granted
independently of any compensation, regardless of the form,
interest, share premium, or redemption in particular, a sum atleast equal to the weighted average of the share prices in thelast three trading sessions on the regulated market of Euronext
Paris preceding the beginning of the public offering within themeaning of Regulation (EU) No. 2017/1129 of June 14,
2017, minus a maximum discount of 10% if applicable,

iv. decide to use the shares acquired under a share buyback
program authorized by the shareholders to allocate themas a result of the issue of debt securities issued on the basisof this delegation,
v. take all measures to preserve the rights of holders of theissued securities required by the applicable laws, regulations,and contractual provisions,vi. if necessary, suspend the exercise of the rights attachedto these securities for a fixed period in accordance withapplicable laws, regulations, and contract provisions,vii. duly note the execution of all capital increases andsecurities issues, carry out the corresponding amendmentof the articles of association, charge the issue costs to thepremiums and, if deemed appropriate, deduct from theamount of the capital increases the sums required to bring
the statutory reserve to one tenth of the new share capital,viii. take all measures and complete all the formalities required
for the admission to trading of the created securities on aregulated market;
8. resolves that the Board of Directors may not, without theprior authorization of the General Meeting, make use of thisdelegation of authority once a third party has submitted a
proposed public offer for the Company’s shares until the endof the offer period;
9. resolves that this authorization, which cancels and replaces theauthorization granted by the thirtieth resolution of the General
Meeting of May 29, 2020, is granted for a period of twenty-six(26) months from this General Meeting.

TWENTY-SEVENTH RESOLUTION

Authorization for the Board of Directors, in the event of an issue with cancellation of preferential
subscription rights through public offerings, including those referred to in article L. 411-2-1of the French Monetary and Financial Code, to set the issue price according to the method
established by the General Meeting, within the limit of 10% of the capital per year
The General Meeting, acting under the conditions of quorum andmajority required for extraordinary General Meetings, after having
reviewed the report of the Board of Directors and the special
report of the Statutory Auditors, in accordance with provisions of
the French Commercial Code, in particular its articles L. 225-136
and L. 22-10-52:
1. authorizes the Board of Directors, with the right to subdelegate
under the conditions prescribed by applicable law and regulations,in the event of issue of shares and/or debt securities granting
access to new shares, without any preferential subscription
right, through public offers, including the offers referred toin article L. 411-2-1 of the French Monetary and Financial
Code, under the conditions, in particular those pertaining to
the amount, provided for in the 24th, 25th, and 26th resolutions
submitted to this General Meeting, to waive the price-setting
conditions specified by the aforementioned resolutions and to
determine the issue price in accordance with the conditions
below:
a. the share issue price will be at least equal, at the discretionof the Board of Directors, (i) to the average weighted priceof the Company’s share on the regulated market of Euronext
Paris, on the day preceding the issue pricing date, lessa maximum discount of 10% where applicable or (ii) the46

Guerbet  2022 Notice of Meeting Brochureweighted average of the Company’s share price on theregulated market of Euronext Paris over a maximum periodof six (6) months preceding the issue pricing date, less amaximum discount of 10% where applicable,b. the issue price for debt securities providing access to the
new shares must be such that the sum immediately collectedby the Company, increased, where applicable, by the sum
that may be collected by the Company in the future, is,for each share of the Company issued as a result of theissue of these debt securities, at least equal to the amountspecified above;
2. resolves that the aggregate nominal amount of the capitalincreases likely to be made in the context of this resolution
may not exceed 10% of the share capital per period of twelve(12) months (share capital value as of the date on which thedecision to set the share price is made), it being specified that
this amount will be factored into the amount of (i) the nominal
ceiling of one million two hundred fifty-five thousand euros(€1,255,000) (i.e. approximately 9.9% of the capital asof the date of this notice) provided for capital increases withcancellation of preferential subscription rights in paragraph 2of the 24th resolution submitted to this General Meeting, as wellas (ii) the overall nominal ceiling provided for capital increases< < CONTENTS

Draft resolutions
Resolutions presented to the Extraordinary General Meetingin paragraph 2 of the 23rd resolution submitted to this General
Meeting. This ceiling will be increased, where appropriate,by the nominal value of the shares to be issued in order topreserve, in accordance with the laws and regulations and,
where applicable, the applicable contractual provisions, therights of the holders of securities or other rights giving accessto the Company’s capital;
3. resolves that the maximum aggregate nominal amount ofissues of debt securities that could be done on the basis of
this delegation may not exceed two hundred million euros(€200,000,000), it being specified that this amount will befactored into the amount of this overall nominal ceiling for
issues of debt securities provided for in paragraph 3 of the
23rd resolution submitted to this General Meeting;5

4. resolves that the Board of Directors may not, without theprior authorization of the General Meeting, make use of thisdelegation of authority once a third party has submitted a
proposed public offer for the Company’s shares until the endof the offer period;
5. resolves that the Board of Directors will have full powers
to implement this authorization, especially to enter into any
agreements to that effect, in particular with a view to thesuccessful completion of any issue, duly note its completion,and make the corresponding amendments to the articles ofassociation as well as carry out all formalities and declarations
and apply for any authorizations that would prove necessary
for the fulfillment and completion of any issue;
6. resolves that this authorization, which cancels and replaces theauthorization granted by the thirty-first resolution of the General
Meeting of May 29, 2020, is granted to the Board of Directors
for a period of twenty-six (26) months from this General Meeting.

TWENTY-EIGHTH RESOLUTION

Authorization for the Board of Directors to increase the amount of issues with or without preferential
subscription rights
The General Meeting, deliberating according to the conditions
required for extraordinary General Meetings, after having
reviewed the special report of the Statutory Auditors and thereport of the Board of Directors and subject to the adoption of
the 23rd, 24th, 25th, and 26th resolutions of this General Meeting,in accordance with the provisions of article L. 225-135-1 of theFrench Commercial Code:
1. authorizes the Board of Directors, with the right to subdelegate
under the conditions prescribed by applicable law andregulations, to raise the number of securities to be issued foreach of the issues with or without preferential subscription rights
decided under the 23rd, 24th, 25th, and 26th resolutions of
this General Meeting, under the conditions described by thelegislative and regulatory provisions applicable on the issue
date (i.e. currently within thirty (30) days of the subscription
closing, up to the limit of 15% of each issue and at the same
price as applied for the initial issue);
2. resolves that the aggregate nominal amount of the capitalincreases that may be carried out under this delegation will befactored into the amount of the ceiling stipulated in the resolution
pursuant to which the issue is decided and the total nominal
ceiling stipulated for capital increases in paragraph 2 of the

23rd resolution submitted to this General Meeting. This ceilingwill be increased, where appropriate, by the nominal value ofthe shares to be issued in order to preserve, in accordance withthe laws and regulations and, where applicable, the applicable
contractual provisions, the rights of the holders of securities orother rights giving access to the Company’s capital;
3. resolves that the maximum aggregate nominal amount ofissues of debt securities that could be done on the basis of
this delegation may not exceed two hundred million euros(€200,000,000), it being specified that this amount will befactored into the amount of this overall nominal ceiling for
issues of debt securities provided for in paragraph 3 of the
23rd resolution submitted to this General Meeting;
4. resolves that the Board of Directors may not, without theprior authorization of the General Meeting, make use of thisdelegation of authority once a third party has submitted a
proposed public offer for the Company’s shares until the endof the offer period;
5. resolves that this authorization, which cancels and replaces
the authorization granted by the thirty-second resolution of theGeneral Meeting of May 29, 2020, is granted for a periodof twenty-six (26) months from this General Meeting.

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Draft resolutions
Resolutions presented to the Extraordinary General Meeting

TWENTY-NINTH RESOLUTION

Delegation of authority to the Board of Directors to increase the share capital by issuing sharesin consideration of contributions in kind within the limit of 10% of the share capital
The General Meeting, acting under the conditions of quorum andmajority required for extraordinary General Meeting, after having
reviewed the report of the Board of Directors and in accordancewith the provisions of the French Commercial Code, in particular
its articles L. 225-129 et seq., L. 225-147, L. 22-10-49,
L. 22-10-53, and L. 228-92:
1. delegates to the Board of Directors, with the right to subdelegate
under the conditions prescribed by applicable law and regulations,the authority to decide to issue, based on the report of the
Statutory Auditor (s), on one or more occasions, in the proportions
and at the times that it deems appropriate, both in France andabroad, in euros, shares of the Company to compensate forcontributions in kind made to the Company and composed ofequity securities or transferable securities granting access tothe capital, where the provisions of article L. 22-10-54 of theFrench Commercial Code are not applicable;
2. resolves that the aggregate nominal amount of capitalincreases that may be carried out under this delegation may
not exceed, aside from the statutory limit of 10% of the sharecapital (assessed by the Board of Directors meeting deciding
on the issue), a maximum amount of one million two hundred
fifty-five thousand euros (€1,255,000) (approximately 9.9%of the share capital as of the date of this notice), it being
specified (i) that the nominal amount of the capital increases
carried out pursuant to this resolution will be factored into thenominal ceiling two million five hundred fifteen thousand euros(€2,515,000), i.e. approximately 19.8% of the capital asof the date of this notice) provided for capital increases withcancellation of the preferential subscription right in paragraph 2of the 24th resolution submitted to this General Meeting, and(ii) that the nominal amount of any capital increase carried out
pursuant to this delegation will be factored into the amountof the overall nominal ceiling for capital increases set out inparagraph 2 of the 23rd resolution submitted to this General
Meeting. This ceiling will be increased, where appropriate,by the nominal value of the shares to be issued in order topreserve, in accordance with the laws and regulations and,
where applicable, the applicable contractual provisions, therights of the holders of securities or other rights giving accessto the Company’s capital;
3. resolves to cancel for the benefit of holders of shares or securities,
included in the contributions in kind, the preferential subscription

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Guerbet  2022 Notice of Meeting Brochureright of shareholders to the shares to be issued by virtue of thisresolution;
4. further specifies that the Board of Directors, with the right tosubdelegate under the conditions prescribed by applicablelaw and regulations, may in particular:i.

approve, based on the report of the Statutory Auditor (s),the valuation of the contributions and the granting of any
specific benefits,

ii. set the characteristics of the issues of shares and, in particular,
their issue price (with or without issue premium), the termsof their subscription, and their ex-dividend date,iii. at its sole initiative, apply the costs of the increase (s) in sharecapital against the premiums relating to these contributions
and deduct from this amount the sums required to bring
the statutory reserve to one tenth of the new capital after
each increase,iv. take all measures to preserve the rights of holders of the issued
securities or other rights granting access to the Company’s
capital required by the applicable laws, regulations, andcontractual provisions,v. duly note the completion of any issues of shares, amend
the articles of association as required by the completionof any capital increase, apply the issue costs against thepremium at its discretion, and also bring the statutory
reserve to one tenth of the new share capital as well as
carry out all formalities and declarations and apply forany authorizations that may be necessary for implementing
these contributions,vi. take all measures and complete all the formalities required
for the admission to trading of the created securities on aregulated market;
5. resolves that the Board of Directors may not, without theprior authorization of the General Meeting, make use of thisdelegation of authority once a third party has submitted a
proposed public offer for the Company’s shares until the endof the offer period;
6. resolves that this authorization, which cancels and replaces
the authorization granted by the thirty-third resolution of theGeneral Meeting of May 29, 2020, is granted for a periodof twenty-six (26) months from this General Meeting.

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Draft resolutions
Resolutions presented to the Extraordinary General Meeting

5

THIRTIETH RESOLUTION

Delegation of authority to the Board of Directors to increase the share capital with cancellationof the preferential subscription right by issuing shares of the Company reserved for membersof a company savings plan
The General Meeting, acting under the conditions of quorum andmajority required for extraordinary General Meetings, after having
reviewed the report of the Board of Directors and the special reportof the Statutory Auditors, and in accordance with the provisions ofarticles L. 225-129-2, L. 225-129-6, L. 225-138, L. 22-10-49,
and L. 225-138-1 of the French Commercial Code and those ofarticles L. 3332-18 et seq. of the French Labor Code:
1. delegates, with the right to subdelegate under the conditionsprescribed by laws and regulations, its authority to issue, on
one or more occasions, at its sole discretion, in the proportions
and at the times that it deems appropriate, both in France andabroad, new shares reserved for current employees, former
employees, and eligible corporate officers of the Company
and/or its related companies, as defined by the provisionsof article L. 225-180 of the French Commercial Code andarticle L. 3344-1 of the French Labor Code, who are membersof a company savings plan;
2. cancels, in favor of said members, the preferential subscription
right of shareholders to the shares that may be issued under
this authorization and waives all rights to the shares that may
be freely allocated on the basis of this resolution;
3. resolves that the nominal amount of the capital increase that
may be carried out pursuant to this delegation of authority
may not exceed two hundred fifty thousand euros (€250,000)(i.e. approximately 2% of the share capital as of the date ofthis notice), it being specified (i) that the nominal amount of
the capital increases carried out pursuant to this resolution as
well as the 31st resolution submitted to this General Meeting
will be factored into the amount of this ceiling and (ii) that thenominal amount of any capital increase carried out pursuant tothis delegation will be factored into the amount of the overall
nominal ceiling for capital increases set out in paragraph 2 ofthe 23rd resolution submitted to this General Meeting. This ceilingwill be increased, where appropriate, by the nominal value ofthe shares to be issued in order to preserve, in accordance withthe laws and regulations and, where applicable, the applicable
contractual provisions, the rights of the holders of securities orother rights giving access to the Company’s capital;
4. resolves that the price of the securities issued pursuant to thisdelegation will be determined under the conditions provided
for in article L. 3332-19 of the French Labor Code, it being
specified that the maximum discount in relation to an averageof the quoted prices of the share in the last twenty trading
sessions preceding the decision establishing the opening dateof subscription may therefore not exceed 30%. However, when
this delegation is implemented, the Board of Directors may
reduce the amount of the discount on a case-by-case basis
due to tax, corporate, or accounting restrictions applicablein the countries where the Group’s entities participating in thecapital increases are established. The Board of Directors may
also decide to freely allocate shares to subscribers of newshares as a substitution for the discount and/or as a matching
contribution;
5. resolves that the Board of Directors will have full powers, withthe right to subdelegate under conditions prescribed by laws andregulations, to implement this delegation, within the limits andunder the conditions specified above, in particular in order to:i.

establish the list of companies whose current employees,
former employees, and eligible corporate officers may
be beneficiaries of the issue and set the conditions forbeneficiary eligibility to subscribe for, directly or througha mutual fund, the shares that will be issued under thisdelegation of authority,

ii. set the amounts of these issues and determine the prices andsubscription dates, the terms of each issue and conditions
for subscription, payment and delivery of the shares issuedby virtue of this delegation of authority, as well as thedate, even if retroactive, from which the new shares will
be entitled to dividends,
iii. decide, pursuant to article L. 3332-21 of the French Labor
Code, on the allocation, free of charge, of shares tobe issued or already issued, as a matching contribution
and/or, where appropriate, the discount, provided thatthe recognition of their equivalent pecuniary value, valued
at the subscription price, does not result in exceeding thelimits specified in article L. 3332-11 of the French Labor
Code,iv. set the period granted to subscribers for payment for theirshares,v. duly note or have another party note the completion of
the capital increase in the amount of the shares that will
actually be subscribed,
vi. at its sole initiative, charge the costs of the increase (s) inshare capital to the premiums relating to these increases
and deduct from this amount the sums required to bring
the statutory reserve to one tenth of the new capital after
each increase,vii. in general, take all measures and perform all formalities
useful for issuing and listing the issued shares and following
the capital increases and related amendments to the articles
of association under this delegation;
6. resolves that the Board of Directors may not, without theprior authorization of the General Meeting, make use of thisdelegation of authority once a third party has submitted a
proposed public offer for the Company’s shares until the endof the offer period;
7. resolves that this delegation, which cancels and replaces
the authorization granted by the thirty-fourth resolution of theGeneral Meeting of May 29, 2020, is granted for a periodof twenty-six (26) months from this General Meeting.

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Draft resolutions
Resolutions presented to the Extraordinary General Meeting

THIRTY-FIRST RESOLUTION

Authorization granted to the Board of Directors to award performance shares freely to certain
employees and officers of the Company and its affiliates
The General Meeting, acting under the conditions of quorum
and majority required for extraordinary General Meetings, after
having reviewed the report of the Board of Directors and thespecial report of the Statutory Auditors:
1. authorizes the Board of Directors, under the provisions of articles
L. 225-197-1 et seq. and L. 22-10-59 of the French Commercial
Code, to freely allocate, on one or more occasions, existingor future shares of the Company to certain eligible employees
and officers of the Company or related companies under
the conditions defined in article L. 225-197-2 of the French
Commercial Code;7. duly notes that this authorization automatically implies, for the
benefit of the beneficiaries of freely allocated shares, express
waiver by the shareholders of (i) their preferential subscription
right to the shares to be issued freely, (ii) a portion of thereserves, profits, or premiums that will be incorporated into
the capital in the event of the free allocation of new shares,and (iii) any right to the freely allocated existing shares.
The corresponding capital increase will be definitively completed
by the sole fact of the definitive allocation of the shares to thebeneficiaries;
8.

2. resolves that the total number of shares allocated pursuant tothis authorization may not exceed 2% of the number of sharescomprising the Company’s share capital as of the date of thedecision by the Board of Directors to allocate them and that,for shares to be issued, the aggregate nominal amount of thecapital increases that might result therefrom will be factored into(i) the total nominal ceiling of two hundred fifty-five thousand(€255,000) (i.e. approximately 2% of the capital as of thedate of this notice) provided for the capital increases reservedfor employees in paragraph 3 of the 30th resolution of this
General Meeting as well as (ii) the overall nominal ceilingfor the capital increases in paragraph 2 of the 23rd resolution
submitted to this General Meeting;i.

determine whether the freely allocated shares are newshares or existing shares and establish the identity of thebeneficiaries of the share allocations and the number ofshares allocated to each of them,ii. set the dates and terms for allocation of the shares, inparticular the period at the end of which these allocations
will become final as well as, where applicable, the required
holding period for each beneficiary,iii. determine, where applicable, the conditions linked inparticular to the performance of the Company or its Group
as well as the allocation criteria that will be used to allocate
the shares,

3. resolves that the shares freely allocated to the Company’s
officers under this authorization may not represent more thantwenty percent (20%) of all the shares allocated by the Boardof Directors under this authorization;

iv. carry out, during the vesting period, as applicable, any
adjustments of the number of freely allocated sharesdepending on any operations involving the Company’s
capital, so as to preserve the rights of beneficiaries, it being
specified that the shares allocated in application of theseadjustments will be considered allocated on the same day
as the initially allocated shares. More generally, duly notethe definitive allocation dates and the dates from which
the shares may be freely transferable in accordance withthe legal restrictions, enter into all agreements, prepare all
documents, perform all formalities and make all declarations
to any organization and carry out any action that may benecessary;

4. resolves that the final allocation of shares will be fully contingent
on the achievement of performance conditions set by the Boardof Directors;
5. duly notes that for eligible corporate officers, the Board of
Directors must set the quantity of shares that they will be required
to hold in registered form until the termination of their functions;
6. resolves that the shares will be definitively allocated to theirbeneficiaries at the end of a minimum vesting period of one
year and that these shares will carry a compulsory holding
period of a minimum of 1 year from their definitive allocation
and/or (iii) a minimum vesting period of two years and thatthese shares will then not have any compulsory holding period.
Nevertheless, beneficiaries affected by one of the cases of
disability referred to in article L. 225-197-1 of the French
Commercial Code will be fully entitled to their shares andpermitted to dispose of them freely;

grants to the Board of Directors, with the right to subdelegate,
full powers to implement, within the limits fixed above, thisauthorization and in particular to:9.

resolves that the Board of Directors may not, without theprior authorization of the General Meeting, make use of thisdelegation of authority once a third party has submitted a
proposed public offer for the Company’s shares until the endof the offer period;

10. resolves that this authorization, which cancels and replaces
the authorization granted by the thirty-fifth resolution of theGeneral Meeting of May 29, 2020, is granted for a periodof twenty-four (24) months from this General Meeting.

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

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Guerbet  2022 Notice of Meeting Brochure6< < CONTENTSSTATUTORY AUDITOR’S REPORTS

Statutory auditors’ report on the consolidated financial statements
Year ended December 31, 2021
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.
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, 2021.
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, 2021 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, 2021
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.

OBSERVATION
We draw attention to Notes 6.1.2.1.b) et 12 to the consolidated financial statements, relating to the retrospective application from 1
January 2021 of the IFRS IC agenda decision on the method used to calculate employee benefits and the period of service to which
benefits are attributed. Our opinion is not modified in respect of this matter.

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Statutory Auditor’s reports
Statutory auditors’ report on the consolidated financial statements

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 L. 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 TESTSParagraph 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 had carried out external growth operations in the past, and recognized goodwill, manufacturingassets and intangible assets notably related to intellectual property following the purchase price allocation process.
This goodwill, equal to the difference between the price paid and the fair value of net assets acquired, is tested based on 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, 2021 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 judgement 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:
●

●

●

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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 2022-2026 Medium-Term Plan (MTP) prepared by Management, as
they were presented to and approved by the Board of Directors on September 22, 2021 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;

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Statutory Auditor’s reports
Statutory auditors’ report on the consolidated financial statements●●

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verified the arithmetical accuracy of the impairment tests performed;
assessed the information provided in note 5.3 to the consolidated financial statements, particularly with regard to key assumptions
and sensitivity analyses.

RECOVERABILITY OF DEFERRED TAX ASSETS RESULTING FROM TAX LOSSCARRY-FORWARDSParagraph 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, 2021 balance sheet for €14.0 million, including
tax loss carry-forwards of the US tax consolidation group and Accurate of €8.1 million and €4.1 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 perimeters 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 and21.2 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. 823-10 of
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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Statutory Auditor’s reports
Statutory auditors’ report on the consolidated financial statements

OTHER LEGAL AND REGULATORY VERIFICATIONS OR INFORMATION
Format of consolidated financial statements intended to be included in the annual financial
reportWe also verified, in accordance with professional standards for statutory audit procedures to be carried out on parent company andconsolidated financial statements presented in the single electronic reporting format, that the presentation of consolidated financial
statements to be included in the annual financial report referred to in section I of article L. 451-1-2 of the French Monetary and Financial
Code, prepared under the responsibility of the Chairman and Chief Executive Officer, complies with the format specified in Commission
Delegated Regulation (EU) 2019/815 of December 17, 2018. With regard to consolidated financial statements, our work includes
verifying that the tagging in the statements complies with the format specified in the aforementioned regulation.
Based on our work, we conclude that the presentation of the consolidated financial statements to be included in the annual financial
report complies, in all material aspects, with the single electronic reporting format.
However, it is not our responsibility to verify that the consolidated financial statements ultimately included by your Company in the annual
financial report filed with the AMF correspond to those on which we performed our work.

Appointment of the Statutory Auditors
We were appointed as Statutory Auditors of Guerbet by the Annual General Meeting of May 21, 1987 for Deloitte & Associés and
May 23, 2008 for Crowe HAF.
As of December 31, 2020, Deloitte & Associés and Crowe HAF were in the 35th year and 14th year of total uninterrupted engagement,
respectively.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCEFOR 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 AUDIT OF THE CONSOLIDATEDFINANCIAL 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, March 29, 2022
The Statutory Auditors
Crowe HAF
Member of Crowe Global
Marc de PrémareDavid Kharoubi

Deloitte & Associés
Jean-François Viat

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Statutory Auditor’s reports
Statutory auditors’ report on the annual financial statements

Statutory auditors’ report on the annual financial statements
For the year ended December 31, 2021
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.

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, 2021.
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, 2021 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, 2021
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.

OBSERVATION
We draw attention to Note 6.3.2 to the annual financial statements, “change in accounting principle”, relating to the application fromJanuary 1, 2021 of the recommendation ANC No 2013-02, amended on November 5, 2021, on the method used to calculate
employee benefits and the period of service to which benefits are attributed. Our opinion is not modified in respect of this matter.

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.

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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.

VALUATION OF EQUITY INVESTMENTS AND LOANS AND ADVANCES GRANTEDTO SUBSIDIARIESParagraphs d) and e) of the Accounting policies and methods and notes 3 and 4 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, 2021 for a
net amount of €322 million and €91 million, respectively, or 47% of total assets. Equity investments are recorded at cost and impaired
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 based on discounted future cash flows: assess the consistency of the value in use obtainedwith regard to the items available on date and reconcile the part of this value in used with the net book value of the equity investments.

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 ADDRESSED TO 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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Statutory auditors’ report on the annual financial statements

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 DISCLOSURESIn 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 annual financial statements intended to be included in the annual
financial report
We also verified, in accordance with professional standards for statutory audit procedures to be carried out on parent company andconsolidated financial statements presented in the single electronic reporting format, that the presentation of parent company financial
statements to be included in the annual financial report referred to in section I of article L.451-1-2 of the French Monetary and Financial
Code, prepared under the responsibility of the Chairman and Chief Executive Officer, complies with the format specified in Commission
Delegated Regulation (EU) 2019/815 of December 17, 2018.
Based on our work, we conclude that the presentation of the parent company financial statements to be included in the annual financial
report complies, in all material aspects, with the single electronic reporting format.
However, it is not our responsibility to verify that the parent company financial statements ultimately included by your Company in theannual financial report filed with the AMF correspond to those on which we performed our work.

Appointment of the Statutory Auditors
We were appointed as Statutory Auditors of Guerbet by the Annual General Meeting of May 21, 1987 for Deloitte & Associés and
May 23, 2008 for Crowe HAF.
As of December 31, 2021, Deloitte & Associés and Crowe HAF were in the 35th year and 14th year of total uninterrupted engagement,
respectively.

Responsibilities of Management and Those Charged with Governance for the Financial
Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with 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.

STATUTORY AUDITORS’ RESPONSIBILITIES FOR THE AUDIT OF 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

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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, March 29, 2022
The Statutory Auditors
Crowe HAF
Member of Crowe Global
Marc de PrémareDavid Kharoubi

Deloitte & Associés
Jean-François Viat

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Statutory Auditor’s reports
Statutory Auditors’ special report on regulated agreements

Statutory Auditors’ special report on regulated agreements
Shareholders’ Meeting held to approve the financial statements for the year ended December 31, 2021
This is a free translation into English of the Statutory Auditors’ special report on regulated agreements issued in the French language
and it is provided solely for the convenience of English-speaking readers. This report on regulated agreements should be read in
conjunction and construed in accordance with French law and professional auditing standards applicable in France. It should beunderstood that the agreements reported on are only those provided by the French Commercial Code and that the report does not
apply to those related party transactions described in IAS 24 or other equivalent accounting standards.
To the Guerbet Shareholders’ 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 L. 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 L. 225-31 of the French Commercial Code relating to theimplementation during the past year of agreements previously approved by the Shareholders’ Meeting, if any.
We performed the procedures that we considered necessary with regard to the professional guidelines of the French National Institute of
Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) applicable to this engagement. These procedures consistedin agreeing the information provided to us with the relevant source documents.

AGREEMENT SUBMITTED TO THE APPROVAL OF THE SHAREHOLDERS’ 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 Shareholders’ Meeting pursuant to article L. 225-38 of the French Commercial Code.

AGREEMENTS PREVIOUSLY APPROVED BY THE SHAREHOLDERS’ MEETING
Agreement authorized in prior years with continuing effect during the year
We hereby inform you that we have not been advised of any agreement previously approved by the Shareholders’ Meeting which
continued in effect during the year.

Levallois-Perret and Paris-La Défense, March 29, 2022
The Statutory Auditors
Crowe HAF
Member of Crowe Global
Marc de Prémare

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Statutory Auditors’ report on the share capital decrease

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Statutory Auditors’ report on the share capital decrease
Combined Shareholders’ Meeting of May 20, 2022 – Twenty-first resolution
This is a free translation into English of the statutory auditors’ report issued in French and is provided solely for the convenienceof English speaking users. This report should be read in conjunction with, and construed in accordance with, French law andprofessional standards applicable in France.
To the Guerbet Shareholders’ Meeting,In our capacity as Statutory Auditors of your Company and in accordance with the procedures provided for article L. 22-10-62 of theFrench Commercial Code (Code de commerce) concerning share capital decreases by cancellation of shares purchased, we hereby
report to you on our assessment of the reasons for and the terms and conditions of the proposed share capital decrease.
Shareholders are requested to confer all necessary powers on the Board of Directors, with the option to subdelegate, during a period of
26 months commencing the date of this Meeting, to cancel for up to a maximum of 10% of its share capital existing on the cancellation
date, by 24-month period, the shares purchased by the Company pursuant to the authorization to purchase its own shares, as part ofthe provisions of the aforementioned article.
We conducted the procedures we deemed necessary in accordance with the professional guidelines of the French National Instituteof Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) relating to this engagement. These procedures consisted
in verifying the fairness of the reasons for and the terms and conditions of the proposed decrease in share capital, which does notundermine shareholder equality.
We have no matters to report on the reasons for or terms and conditions of the proposed share capital decrease.

Levallois-Perret and Paris-La Défense, March 29, 2022
The Statutory Auditors
Crowe HAF
Member of Crowe Global
Marc de PrémareDavid Kharoubi

Deloitte & Associés
Jean-François Viat

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Statutory Auditors’ report on the issue of shares and various marketable securities
with or without cancellation of preferential subscription rights

Statutory Auditors’ report on the issue of shares and various marketablesecurities with or without cancellation of preferential subscription rights
Combined Shareholders’ Meeting of May 20, 2022 – Twenty-third, twenty-fourth, twenty-fifth, twenty-sixth, twenty-seventh andtwenty-eighth resolutions
This is a free translation into English of the statutory auditors’ report issued in French and is provided solely for the convenienceof English speaking users. This report should be read in conjunction with, and construed in accordance with, French law andprofessional standards applicable in France.
To the Guerbet Shareholders’ Meeting,In our capacity as Statutory Auditors of your Company (hereinafter the “Company”) and in accordance with the procedures provided forin articles L. 228-92 and L. 225-135 et seq. as well as article L. 22-10-52 of the French Commercial Code (Code de commerce), we
hereby report to you on the proposed delegations to the Board of Directors for the various issues of shares and marketable securities,
transactions on which you are asked to vote.
Based on its report, the Board of Directors proposes that you:●delegate to it, with the option to subdelegate, for a period of 26 months starting from the date of this Meeting, the authority to decide
the following transactions and set the final terms and conditions of these issues and proposes, where appropriate, to cancel yourpreferential subscription rights:• issue with retention of preferential subscription rights (twenty-third resolution) of Company shares and/or debt securities granting
access to new shares,• issue, with cancellation of preferential subscription rights, via a public offering other than those referred to in article L. 411-2 of theFrench Monetary and Financial Code (code monétaire et financier) (twenty-fourth and twenty-fifth resolutions), of Company shares
and/or debt securities granting access to new shares, it being specified that these securities may be issued in consideration of
securities contributed to the Company as part of a public exchange offer, performed in France or another country in accordancewith local rules, on securities satisfying the conditions set forth in article L. 22-10-54 of the French Commercial Code,• issue with cancellation of preferential subscription rights, by way of a public offering as referred to in article L. 411 2° of theFrench Monetary and Financial Code (twenty-sixth resolution), of ordinary Company shares and/or debt securities granting accessto new shares;●

authorize it, by virtue of the twenty-seventh resolution and pursuant to implementation of the delegations granted by the twenty-fourth,twenty-fifth and twenty-sixth resolutions, to set the issue price within the annual legal limit of 10% of the share capital.

The overall par value amount of share capital increases that may be performed, immediately or in the future, under the twenty-third
resolution, may not exceed €6,295,000, pursuant to the twenty-third, twenty-fourth, twenty-fifth, twenty-sixth, twenty-seventh, twenty-eighth,
twenty-ninth, thirtieth and thirty-first resolutions, it being specified that:●●the total par value amount of share capital increases that may be performed, immediately or in the future, under the twenty-fourth
resolution, may not exceed €2,515,000, pursuant to the twenty-fourth, twenty-fifth, twenty-sixth, twenty-seventh and twenty-ninth
resolutions, it being specified that this amount represents the individual limit for the twenty-fourth resolution;
the total par value amount of each share capital increase that may be performed, immediately or in the future, may not exceed€1,255,000 pursuant to the twenty-fifth, twenty-sixth, twenty-seventh and twenty-ninth resolutions.

The overall nominal amount of debt securities that may be issued, immediately or in the future, under the twenty-third resolution, may notexceed €200,000,000, pursuant to the twenty-third, twenty-fourth, twenty-fifth, twenty-sixth, twenty-seventh and twenty-eighth resolutions.
These limits take into account the additional number of securities to be created on the implementation of the delegations set forth in thetwenty-third, twenty-fourth, twenty-fifth and twenty-sixth resolutions, under the conditions stipulated in article L. 225-135-1 of the French
Commercial Code, should you adopt the twenty-eighth resolution.
It is the responsibility of the Board of Directors to prepare a report in accordance with articles L. 225-113 et seq. of the French Commercial
Code. Our role is to express an opinion on the fair presentation of the quantified information extracted from the financial statements, on
the proposed cancellation of preferential subscription rights and on certain other information concerning these transactions, containedin this report.

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We conducted the procedures we deemed necessary in accordance with the professional guidelines of the French National Institute of
Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) relating to this engagement. These procedures consisted inverifying the content of the Board of Directors’ report in respect of these transactions and the methods used to determine the issue priceof the future equity securities.
Subject to reviewing at a future date the terms and conditions of any issues that may be decided, we have no comments to make on
the methods used to determine the issue price of the future equity securities, as presented in the Board of Directors’ report in respect of
the twenty-fourth, twenty-fifth, twenty-sixth and twenty-seventh resolutions.
Moreover, as this report does not specify the methods used to determine the issue price of the equity securities to be issued pursuant to
the twenty-third resolution, we cannot express an opinion on the selected items used to calculate this issue price.
As the final terms and conditions of the issues have not been determined, we do not express an opinion thereon and, as such, on the
proposed cancellation of preferential subscription rights on which you are being asked to vote in the twenty-fourth, twenty-fifth andtwenty-sixth resolutions.
In accordance with article L. 225-116 of the French Commercial Code, we shall issue an additional report, where applicable, whenthese delegations are used by your Board of Directors in the event of issues of marketable securities which are equity securities granting
access to other equity securities or conferring entitlement to the allocation of debt securities, issues of marketable securities granting
access to equity securities to be issued, and issues of shares with cancellation of preferential subscription rights.

Levallois-Perret and Paris-La Défense, March 25, 2022
The Statutory Auditors
Crowe HAF
Member of Crowe Global
Marc de PrémareDavid Kharoubi

Deloitte & Associés
Jean-François Viat

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Statutory Auditors’ report on the share capital increase reserved for members of a company savings plan

Statutory Auditors’ report on the share capital increase reserved for membersof a company savings plan
Combined Shareholders’ Meeting of May 20, 2022 – Thirtieth resolution
This is a free translation into English of the statutory auditors’ report issued in French and is provided solely for the convenienceof English speaking users. This report should be read in conjunction with, and construed in accordance with, French law andprofessional standards applicable in France.
To the Guerbet Shareholders’ Meeting,
As Statutory Auditors of your Company (hereinafter the “Company”) and in accordance with the procedures provided for in articles
L. 225-135 et seq. of the French Commercial Code (Code de commerce), we hereby report to you on the proposal to authorize theBoard of Directors to decide a share capital increase via the issue of ordinary shares, with cancellation of preferential subscription rights,
reserved for eligible employees, former employees and corporate officers of your Company and/or its affiliates within the meaning ofarticle L. 225-180 of the French Commercial Code and article L. 3344-1 of the French Labor Code (code du travail), who are membersof a company savings plan, a transaction on which you are being asked to vote.
This share capital increase is being submitted to you for approval pursuant to articles L. 225-129-6 of the French Commercial Codeand L. 3332-18 et seq. of the French Labor Code.
The par value amount of share capital increases that may be performed pursuant to this delegation may not exceed €250,000, it being
specified that (i) the par value amount of share capital increases performed under this resolution and the thirty-first resolution submitted
to this Meeting shall be deducted from this limit, and (ii) the par value amount of share capital increases performed under this resolution
shall be deducted from the overall par value limit of €6,295,000 set out in paragraph 2 of the twenty-third resolution submitted to thisMeeting.
Based on its report, your Board of Directors proposes that shareholders delegate to it, with the option to subdelegate, for a period of
26 months as of the date of this Meeting, the authority to decide on a share capital increase and cancel your preferential subscription
rights to the securities to be issued. If applicable, the Board of Directors will set the final terms and conditions of this transaction.
It is the responsibility of the Board of Directors to prepare a report in accordance with articles L. 225-113 and L. 225-114 of theFrench Commercial Code. Our role is to express an opinion on the fair presentation of the quantified data extracted from the financial
statements, on the proposed cancellation of preferential subscription rights, and on certain other information pertaining to the issue,
contained in this report.
We performed the procedures that we considered necessary in accordance with the professional guidelines of the French National
Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) relating to this engagement. These proceduresconsisted in verifying the content of the Board of Directors’ report in respect of this transaction and the methods used to determine theshare issue price.
Subject to reviewing at a future date the terms and conditions of the share capital increase that may be decided, we have no comments
to make on the methods used to determine the issue price of the ordinary shares to be issued presented in the Board of Directors’ report.
As the final terms and conditions of the issue have not been determined, we do not express an opinion thereon and, as such, on the
proposed cancellation of preferential subscription rights.
In accordance with article L. 225-116 of the French Commercial Code, we shall issue an additional report, where applicable, when
this delegation is used by your Board of Directors.

Levallois-Perret and Paris-La Défense, March 29, 2022
The Statutory Auditors
Crowe HAF
Member of Crowe Global
Marc de Prémare

64

David Kharoubi

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Statutory Auditor’s reports
Statutory Auditors’ report on the authorization to grant free shares (existing or to be issued)

6

Statutory Auditors’ report on the authorization to grant free shares (existingor to be issued)
Combined Shareholders’ Meeting of May 20, 2022 – Thirty-first resolution
This is a free translation into English of the statutory auditors’ report issued in French and is provided solely for the convenienceof English speaking users. This report should be read in conjunction with, and construed in accordance with, French law andprofessional standards applicable in France.
To the Guerbet Shareholders’ Meeting,
As Statutory Auditors of your Company and in accordance with the procedures provided for in article L. 225-197-1 of the French
Commercial Code (Code de commerce), we hereby present our report on the proposed authorization to grant free shares (existingor to be issued), subject in full to the achievement of performance requirements, to eligible employees and corporate officers of yourCompany or its affiliates under the conditions defined in article L. 225-197-2 of the French Commercial Code, a transaction on which
you are asked to vote.
The total number of shares that may be granted pursuant to this authorization may not exceed 2% of the share capital of the Company
at the date of the grant decision by the Board of Directors, and, if it concerns shares to be issued, the total par value amount of any
resulting share capital increases shall be deducted from (i) the par value limit of €255,000 for share capital increases reserved for
employees stipulated in paragraph 3 of the thirtieth resolution submitted to this Meeting and (ii) the overall par value limit of €6,295,000
stipulated in paragraph 2 of the twenty-third resolution submitted to this Meeting.
Furthermore, the free shares granted to the corporate officers of your Company under this authorization may not exceed 20% of all theshares granted by the Board of Directors under this authorization.
Based on its report, your Board of Directors proposes that you authorize it for a period of 24 months, as from the date of this Meeting,to grant free shares (existing or to be issued).
It is the responsibility of the Board of Directors to prepare a report on the transaction it wishes to perform. Our role is to express ourcomments, if any, on the information presented to you on the planned transaction.
We conducted the procedures we deemed necessary in accordance with the professional guidelines of the French National Institute of
Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) relating to this engagement. These procedures consisted inverifying that the planned terms and conditions as described in the Board of Directors’ report comply with legal provisions.
We have no comments to make on the information provided in the Board of Directors’ report on the proposed authorization to grant
free shares.

Levallois-Perret and Paris-La Défense, March 29, 2022
The Statutory Auditors
Crowe HAF
Member of Crowe Global
Marc de PrémareDavid Kharoubi

Deloitte & Associés
Jean-François Viat

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

Report of one of the Statutory Auditors, appointed as independent third party,on the verification of the consolidated non-financial performance statement
Year ended December 31, 2021
This is a free English translation of the report by one of the Statutory Auditors issued in French and is provided solely for theconvenience of English-speaking readers. This report should be read in conjunction with, and construed in accordance with, French
law and professional standards applicable in France.
To the Shareholders’ Meeting,In our capacity as Statutory Auditor of Guerbet SA (hereinafter the “Company”), appointed as independent third party (“third party”)
and accredited by the French Accreditation Committee (Cofrac), under number 3-1048 (Cofrac Inspection Accreditation, no. 3-1048,
scope available at www.cofrac.fr) and currently adapting our management system as required by the Cofrac for this accreditation (fromISO17020 to ISO 17029), we have conducted procedures to express a limited assurance conclusion on the historical information(observed or extrapolated) in the consolidated non-financial performance statement, prepared in accordance with the Company’s
procedures (hereinafter the “Guidelines”), for the year ended December 31, 2021 (hereinafter the “Information” and the “Statement”,
respectively), presented in the Group management report pursuant to the legal and regulatory provisions of articles L. 225-102-1,
R. 225-105 and R. 225-105-1 of the French Commercial Code (Code de commerce).

CONCLUSION
Based on our procedures as described in the section “Nature and scope of procedures” and the evidence we have obtained, no material
misstatements have come to our attention that cause us to believe that the non-financial performance 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.

PREPARATION OF THE NON-FINANCIAL PERFORMANCE STATEMENT
The absence of a generally accepted and commonly used reference framework or established practices on which to base the assessmentand measurement of the Information enables the use of different but acceptable measurement techniques that may impact comparability
between entities and over time.
Accordingly, the Information must be read and interpreted with reference to the Guidelines, summarised in the Statement and available
on request from its headquarters.

LIMITS INHERENT IN THE PREPARATION OF THE INFORMATION RELATING TO THE
STATEMENTThe Information may be subject to uncertainty inherent to the state of scientific and economic knowledge and the quality of external
data used. Some information is sensitive to the choice of methodology and the assumptions or estimates used for its preparation andpresented in the Statement.

RESPONSIBILITY OF THE COMPANY
The Board of Directors is responsible for:●●●selecting or determining the appropriate criteria for the preparation of the Information;
preparing a Statement pursuant to legal and regulatory provisions, including a presentation of the business model, a description of
the main non-financial risks, a presentation of the policies implemented with respect to these risks as well as the outcomes of thesepolicies, including key performance indicators and the information set-out in article 8 of Regulation (EU) 2020/852 (Green taxonomy);
implementing such internal control as it determines is necessary to enable the preparation of Information that is free from material
misstatement, whether due to fraud or error.

The Statement has been prepared by applying the Company’s Guidelines as referred to above.

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

6

RESPONSIBILITY OF THE STATUTORY AUDITOR APPOINTED AS INDEPENDENT THIRD PARTY
Based on our work, our responsibility is to express a limited assurance conclusion on:●●

the compliance of the Statement with the requirements of article R. 225-105 of the French Commercial Code;the fairness of the information provided pursuant to part 3 of sections I and II of article R. 225-105 of the French Commercial Code, i.e.
the outcomes of policies, including key performance indicators, and measures relating to the main risks, hereinafter the “Information”.

As it is our responsibility to issue an independent conclusion on the information prepared by management, we are not authorised toparticipate in the preparation of the Information, as this could compromise our independence.
It is not our responsibility to provide a conclusion on:●

the Company’s compliance with other applicable legal and regulatory provisions (particularly with the fight against corruption andtax evasion);●

the fairness of information set-out in article 8 of Regulation (EU) 2020/852 (Green taxonomy);●

the compliance of products and services with the applicable regulations.

APPLICABLE REGULATORY PROVISIONS AND PROFESSIONAL GUIDANCE
We performed the work described below in accordance with articles A. 225-1 et seq. of the French Commercial Code, the professional
guidance issued by the French Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) relating to thisengagement and acting as the verification programme and with the international standard ISAE 3000 (revised).

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

MEANS AND RESOURCES
Our work engaged the skills of five people between January and March2022 and took a total of about twelve weeks.
To assist us in conducting our work, we referred to our corporate social responsibility and sustainable development experts. We conductedaround twenty interviews with people responsible for preparing the Statement.

NATURE AND SCOPE OF PROCEDURES
We planned and performed our work taking account of the risk of material misstatement of the Information.
We consider that the procedures conducted in exercising our professional judgement enable us to express a limited assurance conclusion:
●
●

●

●

we familiarized ourselves with the activities of all companies in the consolidation scope and the description of the principal risks;
we assessed the suitability of the Guidelines with respect to their relevance, completeness, reliability, neutrality and clarity, taking into
account, where appropriate, best practices within the sector;
we verified that the Statement covers each category of information stipulated in section III of article L. 225-102-1 governing socialand environmental affairs, respect for human rights and the fight against corruption and tax evasion;
we verified that the Statement provides the information required under article R.225-105 II of the French Commercial Code where
relevant with respect to the principal risks, and includes, where applicable, an explanation for the absence of the information required
under article L.225-102-1 III, paragraph 2 of the French Commercial Code;

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

we verified that the Statement presents the business model and a description of the principal risks associated with the activities of
all the consolidated entities, including where relevant and proportionate, the risks associated with their business relationships, theirproducts or services, as well as their policies, measures and the outcomes thereof, including key performance indicators associatedto 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 witharticle L. 233-16;
we obtained an understanding of internal control and risk management procedures implemented by the Company and assessed thedata collection process aimed at ensuring the completeness and fairness of the Information;
for the key performance indicators and other quantitative outcomes (2) that we considered to be the most important, we implemented:• analytical procedures that consisted in verifying the correct consolidation of collected data as well as the consistency of changes
thereto,• substantive tests, on a sample basis and using other selection methods, that consisted in verifying the proper application of definitions
and procedures and reconciling data with supporting documents. These procedures were conducted for a selection of contributing
entities(3) and covered between 19% and 40% of the consolidated data selected for these tests;●

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

The procedures conducted in a limited assurance review are substantially less in scope than those required to issue a reasonable assurance
opinion in accordance with the professional guidelines of the French National Institute of Statutory Auditors (Compagnie Nationale desCommissaires aux Comptes); a higher level of assurance would have required us to carry out more extensive procedures.

Paris-La Défense, March 29, 2022
One of the Statutory Auditors
Deloitte & Associés
Jean-François Viat
Partner, Audit

Catherine Saire
Partner, Sustainability Services(1) Qualitative information: A recognition policy in line with the company’s strategy and development; Definition of a “Raison d’Etre”; Establishment of a systemfor evaluating equality between women and men; Preservation of biodiversity; “Climate Strategy” project to better address the challenges of performance andsustainable transformation; Carbon footprint in 2021 (Scope 3); Deployment of the Supplier Code of Ethics.
(2) Quantitative environmental information: Water consumption; Quantity of waste treated externally (hazardous and non-hazardous, recovered, andnon-recovered); Energy consumption (electricity, natural gas, fuel oil); Greenhouse gas emissions related to energy consumption - Scope 1 & 2 carbon
footprint.
Quantitative social information: Total workforce at the end of the period; Total number of hires over the period; Total number of departures over the period (split
by reason); Number of work accidents (AT) with lost time or adapted work stations or medical treatment; Number of days off following an AT; Frequency rateand severity rate of work accidents; Number of work accidents in relation to the number of employees (Total Recordable Incident Rate); Number of employees
who have attended at least one training or awareness session on the exercise.
(3) Selected entities: industrial plants in Marans (France), Rio de Janeiro (Brazil) and Raleigh (United States).

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SUMMARY OF ACTIVITY:

the Guerbet Group in 2021

Analysis of activity and results

PRESENTATION OF REPORTED REVENUE
2021

2020

732,071712,295

Breakdown of revenue by geographic region

2021

2020

Europe

46.1%

40.8%

Other markets

53.9%

59.2%

Breakdown of revenue by product range

2021

2020

X-Ray

57.0%

55.1%

MRI

32.0%

31.9%

TOTAL DIAGNOSTIC IMAGING

89.0%

87.1%

INTERVENTIONAL IMAGING

11.0%

10.3%

-

2.6%

(in €thousands – IFRS)RevenueOTHER
In the new presentation of revenue by product range, delivery
systems and services have been divided between X-Rays and MRI.
Among the “Other” activities, the share presented here corresponds

to activities ceased in 2020 (Cardinal Health). Other continuing
activities are now included in X-Rays.

REVENUE ANALYSISAt December 31, 2021, reported revenue came to €732.1 million,
up 2.8% from December 31, 2020 (€712.3 million), including
a negative forex impact of €16.4 million. Excluding forex effects
and on a like-for-like basis, 2021 annual revenue was up 7.9%
from 2020, and at the top of the target range announced withthe first half results.

In the other markets:●

In the Americas, annual sales were up 10.2 % like-for-like(excluding the contribution of the Montreal plant in Canada,
which was sold on July 16, 2020) and excluding the unfavorable
forex effect of €9.2 million, mainly attributable to Latin American
currencies and the US dollar.

In Europe, the annual increase was affected by continuous pricepressure but with a strong rebound in volumes.

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Summary of activity: the Guerbet Group in 2021
Analysis of activity and results

In the Asia region, Q4 sales were driven by very strong levelsof business in China and South Korea. This region’s FY 2021
revenue increased by 7.7% like-for-like.

Like-for-like annual revenue of the Diagnostic Imagery business(89% of 2021 sales) grew by 7.5%.

●●

MRI like-for-like revenue for 2021 was up 5.4 % at €239.9 million.
X-Ray revenue totaled €426.7 million. This 8.7% gain canbe attributed to the remarkable performance of Xenetix® in thesecond half of 2021.

In Interventional Imaging, sales continued their strong growth overthe 2021 fiscal year, rising +11.4% like-for-like to €81.9 million.

RESULTS
IFRS

2021% of revenue(in thousands of €)+ Revenue2020 (b)% of revenue

732,071100

712,295

100

4,941

0.7

5,397

0.8

- Purchases consumed and change in inventories(190,934)(26.1)(166,552)(23.4)- External expenses(195,565)(26.7)(203,975)(28.6)- Staff-related costs(232,789)(31.8)(236,500)(33.2)

799

0.1

5,876

0.8

- Taxes(13,459)(1.8)(15,852)(2.2)

EBITDA (a)105,065

14.4

100,689

14.1- Depreciation, amortization, and provisions(66,379)(9.1)(58,817)(8.3)

Operating result

38,685

5.3

41,872

5.9- Net financial expenses(3,183)(0.4)(7,156)(1.0)+/- Foreign exchange gains or losses and other financial income/expenses(6,528)(0.9)(12,469)(1.8)+/- Tax expense

3,664

0.5

(4,008)(0.6)

NET INCOME

32,637

4.5

18,2402.6+ Other operating income+/- Other operating income and expenses(a) EBITDA = operating income + depreciation, amortization, and provisions.
(b) Includes the impact of the final IFRIC decision of April 2021 on pension obligations.

ANALYSIS OF RESULTS
The consolidated financial statements for 2021 show EBITDA of€105.1 million, compared with €100.7 million in 2020, an
increase of 4.3%. The EBITDA margin stood at 14.4%, above
the top of the target range for operating profitability announcedwith the 2021 half-year results. Throughout the year, the Group
was able to find a balance between:

At December 31, 2021, operating income totaled €38.7 million,
compared with €41.9 million in 2020. This includes, in particular,a provision of just under €6 million for the ongoing creation ofa new subsidiary for operations in China and the closure of ashared services center in Saint-Louis, USA. This project is part ofthe strategy of optimizing the Group’s operational structure.

maintaining some of the cost savings achieved in 2020;

Net income came to €32.6 million in 2021, compared with
€18.2 million in 2020. As a reminder, 2020 net income included
the impairment of the Canadian subsidiary’s assets for €4.4 million
following the sale of the Montreal production site. In 2021,
it includes a deferred tax asset in the United States, totaling justover €5.4 million, and a favorable trend in current taxes in France,
representing €4.2 million.

●
●

●

70

making the sales efforts needed to handle the recovery indemand in 2021; andthe business and structural expenses incurred for the establishmentof Go-Direct in China and preparations for the launch of new
products planned in 2023.

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Summary of activity: the Guerbet Group in 2021
Analysis of activity and results

7

FINANCIAL POSITION
2021

2020

Cash flow after finance costs and taxes

100,61281,251

Change in working capital requirements, of which:

13,09532,567

Change in inventories

4,578

17,383

Change in trade receivables(6,644)14,010Change in trade payables

16,042

4,614

(881)

(3,439)Gross investments restated for fixed asset debts(55,092)(67,108)

Dividends paid

(8,814)(8,825)

Other (a)(11,024)

2,014

Free cash flow (b)38,77739,899NET DEBT (C)217,811

256,588

IFRS (in € thousands)

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

ANALYSIS OF FINANCIAL POSITIONAt December 31, 2021, equity totaled €405 million. Free cash
flow was again high, at €38.8 million, reducing the Group’s net
financial debt to €217.8 million, compared with €256.6 million
at the end of 2020. The net debt/EBITDA ratio stood at 2.07x
at the end of 2021, compared with 2.55x in 2020.

Given the good financial performance achieved in 2021 and theGroup’s favorable outlook, the Board of Directors will propose adividend of €0.85 per share to the shareholders at the General
Meeting on May 20, 2022.

OUTLOOK
Growth drivers
New business, marketing, and operational investments designed
to prepare for the growth of activity and accelerate the implementof the strategy will be deployed during the 2022 fiscal year.
●●●

As announced, the Group has taken a position for “direct”
sales in China, one of the world’s leading Diagnostic Imaging
markets. The final recruitments are in progress, and the distributor’savailable inventory will soon be sold, allowing Guerbet to benefit
from direct sales for almost its entire Diagnostic Imaging range
from the second half of 2022.

Continuation of the external growth strategy
Launch of the new line of guidewires and microcatheters forInterventional Imaging and embolization
With Accurate Medical Therapeutics, Guerbet is expanding its
portfolio by adding 20 models, taking the total to 38 products,
and by launching a new range of Axessio™ guidewires available
in two diameters. An initial evaluation phase began in the
United States in Q4 2021, paving the way for a commercial
launch in some markets from Q2 2022. SeQure® is the only
reflux control microcatheter enabling fluid barrier technology
for flow-directed embolization.

Go-Direct in China in 2022

This will allow the Group to strengthen its penetration of a market
with annual growth of 9% and to double its revenue in China
over three to four years.
●

New medical imaging products
The Group is also preparing for the upcoming launch of the
Artificial Intelligence range planned for 2023.

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71Summary of activity: the Guerbet Group in 2021
Major events since the start of the 2022 fiscal year

After submitting an application for approval of gadopiclenol
to the European Medicines Agency (EMA) and the Food andDrug Administration (FDA) in the United States in January 2022,
the Group confirms its aim to start marketing this product in thefirst part of the 2023 fiscal year.
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Commitment to the climate
Guerbet is ambitiously pursuing its Corporate Social Responsibility(CSR) strategy. Ranked number 1 among “Healthcare” companies
for the third consecutive year and number 10 nationally byGaïa-Index, a subsidiary of EthiFinance and a major ESG
rating agency, Guerbet is declaring its commitment to fighting
global warming.
Its emission reduction objectives in tons of CO2 equivalent
cover both its direct emissions (scopes 1 and 2) and its indirectemissions (scope 3). They are part of a “Well Below 2°C”
trajectory according to the SBT definition. For the Group, thismeans the following aims before 2032:• reducing its direct emissions (scopes 1 and 2) by 27.5%(base 2021),• reducing its indirect emissions (scope 3) by 13.75% (base2021).

Update on the armed conflict between Russia
and Ukraine
The Group has very little exposure to the conflict between Russia
and Ukraine, as it has no physical presence in either country.
However, it is suffering from the inflation caused by the conflict,in particular on raw materials prices. The impact on the Group’s
financial performance is currently difficult to assess since theeconomic environment is particularly volatile. Guerbet’s priority
remains the safety of the patients and its employees and theuninterrupted supply of its products.

Objective of further revenue growth
For 2022, the Group anticipates renewed revenue growth witha like-for-like increase of 2% to 4%.
Given the inflationary environment, the Guerbet group aims todeliver an EBITDA margin at least unchanged from 2021, excluding
extraordinary expenses related to the optimization of the Group’s
operating structure and changes in the sales model in China.
The detailed presentation of the 2021 annual results isavailable in the Investors section of the Company’s website:
https://www.guerbet.com/investors/.

Major events since the start of the 2022 fiscal year
Russian-Ukrainian conflict – see detailed point above, section “Outlook”.

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Summary of activity: the Guerbet Group in 2021
Consolidated financial statements and notes

7

Consolidated financial statements and notes

SUMMARY FINANCIAL STATEMENTS
Consolidated balance sheet
ASSETS (NET VALUES)

Note

12/31/2021

12/31/2020*

Intangible assets

5

188,618

188,267

Plant, property, and equipment

6274,046

261,294

1&7

23,295

16,5408

19,41911,046505,379

477,1479

201,952

204,587

Trade and other receivables

10 & 1.1

118,775

111,038

Other current financial assets

1 & 1.1

59,00056,220Cash and cash equivalents

1 & 1.2

115,728

96,713(in thousands of €)Other non-current financial assets
Deferred taxes – Assets
Total Non-current assets
Inventories

Total Current assets

495,454468,559

1,000,833

945,707

12/31/2021

12/31/2020*

Capital12,641

12,603

Other reserves

408,234

397,461

Net income

32,637

18,240Translation adjustment(48,420)(60,550)

405,092

367,754405,092

364,305

2.1 & 2.2

299,691

318,377

Other non-current financial liabilities

2

1,947

4,305

Deferred tax liabilities

8

15,246

14,766

Non-current provisions

12

41,98840,289358,873

377,736

TOTAL ASSETSEQUITY & LIABILITIES (NET VALUES)(in thousands of €)Shareholders’ equity, Group share

Note

11

of which Group shareNon-current financial liabilities

Non-current liabilities
Trade and other payables

13 & 2.1

81,02164,413Current financial liabilities

2.1 & 2.2

33,84734,9251 & 2.7

97,21788,43815,010

8,086

9,774

4,355

236,869

200,216

1,000,833

945,707

Other current liabilities
Current tax liabilities
Other short-term provisions
Total Current liabilities
TOTAL EQUITY & LIABILITIES

12* Includes the impact of the final IFRIC decision of April 2021 on pension obligations as described in paragraph 6.1.2.1 b) of the notes.

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Summary of activity: the Guerbet Group in 2021
Consolidated financial statements and notes

Consolidated income statement(in thousands of €)Revenue

Note

2021

2020*

4

732,071712,295

—

—

4,941

5,397

(190,934)(166,552)

Usage fees
Other operating revenue

14

Purchases consumed and change in inventories
Payroll expenses

15(232,789)(236,500)

External expenses

16(195,565)(203,975)

Taxes

17

(13,459)(15,852)

Amortization/depreciation expenses

18(55,945)(59,649)(10,434)

832

799

5,876

Current operating income

38,68541,872of which profit sharing

(591)

(817)

59

83

(3,243)(7,239)Net finance costs(3,183)(7,156)

Currency gains/losses(3,212)(7,973)

Other financial income and expenses(3,316)(4,495)

3,664(4,008)

Consolidated net income

32,637

18,240of which Group share

32,637

18,240

2.59

1.45

2.58

1.44

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 with €1 face value (in €)Diluted net earnings per share with €1 face value (in €)27* Includes the impact of the final IFRIC decision of April 2021 on pension obligations as described in paragraph 6.1.2.1 b) of the notes.

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Summary of activity: the Guerbet Group in 2021
Consolidated financial statements and notes

7

Consolidated statement of cash flows
2021

2020*

Net income

32,637

18,240Change in amortization/depreciation and provisions on fixed assets and other current assets

58,32057,741

Net allowances for provisions for contingencies

8,316

1,379

Change in fair value of hedging instruments

443

(168)

Costs of stock options and bonus shares

610(1,307)

Income from sale of fixed assets and other adjustments

286

5,367

100,61281,251

Net finance costs

5,343

4,853

Tax expenses (including deferred taxes)(3,664)

4,008

Cash flow before net finance costs and taxes

102,290

90,112586(2,248)(Increase)/decrease in inventories

4,578

17,383(Increase)/decrease in trade and other receivables(6,644)14,010

Increase/(decrease) in trade payables

16,042

4,614(Increase)/decrease in other assets(8,628)(6,366)

Increase/(decrease) in other liabilities

7,748

2,927

Change in operating WCR

13,09632,567NET CASH FLOWS FROM OPERATING ACTIVITIES (A)115,973

120,432

Investments(56,359)(61,185)

intangible assets(11,431)(19,890)

plant, property, and equipment(37,500)(39,792)

financial assets(7,428)(1,503)

2,849

9,820

intangible assets

720

1,038

plant, property, and equipment

840

1,644

1,289

7,138

Increase/(decrease) in amounts payable on fixed assets

1,267(5,923)

NET CASH FLOWS FROM INVESTMENT ACTIVITIES (B)(52,243)(57,288)

Dividends paid

(8,814)(8,825)

Capital increase

592

100

6,581

7,337

Loan repayments(34,392)(40,607)

Net finance interest paid (including finance lease agreements)(5,250)(4,890)NET CASH FLOW FROM FINANCING ACTIVITIES (C)(41,283)(46,887)(in thousands of €)Cash flow after net finance costs and taxes

Taxes paid

Asset disposals

financial assets

Loans issued

Effect of exchange rate changes (D)68(3,699)NET CHANGE IN CASH (A) + (B) + (C) + (D)22,515

12,560STARTING CASH

93,04280,481

ENDING CASH

115,556

93,042* Includes the impact of the final IFRIC decision of April 2021 on pension obligations as described in paragraph 6.1.2.1 b) of the notes.

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Summary of activity: the Guerbet Group in 2021
Consolidated financial statements and notes

Net cash(in thousands of €)Net cash
Bank credit facilities
CASH AND CASH EQUIVALENTS

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2021

2020

2

2

(172)

(3,671)

115,728

96,7138<

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FINANCIAL RESULTS

of the past five fiscal years

2021

2020

2019

Share capital

12,641,115

12,602,674

12,596,161

12,581,261 12,563,358

Number of existing ordinary shares

12,641,115

12,602,674

12,596,161

12,581,261 12,563,358

—

—

—

—

—

Through bond conversions

—

—

—

—

—

Through exercise of subscription rights—

62,87069,38384,28362,210(in €)

2018

2017

Capital at year-end

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

Operations and results of the fiscal year
Revenue excluding taxes with various services
and products

468,989,125 406,835,598 468,197,865 484,408,866 466,919,909

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

39,790,993

29,018,235

28,545,062 127,626,081 41,913,947

Income tax(7,291,843)(9,628,972)(5,724,643)

484,823

651,990744,739

1,558,726

804,657

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

99,304,000

258,067

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

10,744,948

10,839,528 (5,160,407)(a)

8,821,872

8,817,313

10,694,072 10,678,854

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

3.69

3.01

2.66

9.15

3.68

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

1.54(1.01)(1.27)

7.89

0.02

Diluted net income

2.58

Earnings per share

1.40

2.95

3.75

0.02

(a)

0.70

0.70

0.85

0.85

1,060

1,030

998

981

985

Total wages

66,555,651

66,280,282

63,586,686

60,241,938 55,526,153

Total payroll taxes

31,181,601

32,246,353

30,457,702

31,807,837 25,573,767

Gross dividend per share

0.85

Personnel
Number of employees at December 31(a) This amount will be subject to the approval of the shareholders at the General Meeting of May 20, 2022, called to approve the financial statements for the 2021
fiscal year.

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CURRENT DELEGATION

of authority regarding capital

SUMMARY OF DELEGATED AUTHORITY WITH A POTENTIAL IMPACT ON CAPITAL
Maximum
nominal amountDuration of
authorization

Delegation of authority to the Board of Directors to increase
the share capital by capitalization of reserves, profits, orpremiums or any other sum eligible for capitalization€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 accessto new shares

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

July 29,
2022

Delegation of authority to the Board of Directors toincrease the share capital by issuing, with cancellationof preferential subscription rights, shares and/or debt
securities giving access to new shares through public
offerings other than those referred to in article L. 411-2 IIof the French Monetary and Financial Code

Capital increases:€1,255,000 (a) (c)Debt security issues:€200,000,000 (b)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 Monetaryand Financial Code

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

July 29,2022

Purpose of the delegation

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Expiration< < CONTENTS

CURRENT DELEGATION
of authority regarding capital

9

Maximum
nominal amountDuration of
authorization

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

July 29,
2022

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

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

July 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 (a)26 months

July 29,
2022

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

2% of share capital

24 months

May 29, 2022

Purpose of the delegation

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

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

No granted authorizations were used during the 2021 fiscal year. A renewal of the financial delegations will be submitted for a voteto the shareholders at the General Meeting of May 20, 2022.

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REQUEST TO RECEIVEPRESENTED DOCUMENTS

and additional information

COMBINED GENERAL MEETING of Friday, May 20, 2022
I, the undersigned,
Last name (or corporate name): .............................................................................................................................
First name(s): .....................................................................................................................................................
Address: ...........................................................................................................................................................
Postal code: ........................... City: ................................................................................... Country: ...................
E-mail : .................................................................. @ ...............................
Owner of .......................................... Guerbet shares.
Request that the documents and information concerning the Combined General Meeting of Friday, May 20, 2022, 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 Company’s most 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.

❒ yesAgree to receive the documents electronically at the above address:❒ no

Executed in, .................................... on 	�������������������������������
Signature:

This request is to be returned to:
Guerbet – BP 57400 – 95943 Roissy CDG Cedex
or by email: ag20mai2022@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 who manages your shares✄

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

Guerbet  2022 Notice of Meeting Brochure

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NOTE

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NOTE

Guerbet  2022 Notice of Meeting Brochure

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NOTE

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

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