UNIVERSALREGISTRATIONDOCUMENT
I n clud in g t h e A nnu al F i nanc i al Re po r t

2021

CONTENTS
CONTENTS

Our purpose 

2Interview with David Hale,
Chief
ExecutiveOur
purpose24

Interview
with David Hale,
Guerbetin brief
Chief Executive

4

Guerbet in brief

1 THE GUERBET GROUP

9

1.1

Our business model

10

1.2

History of the Company

12

1.3

Main consolidated data

14

1.4

Overview of activities

15

1.5

Industrial and logistics activity

25

1.6

Research and Development

26

1.7

The Group’s governance structure
at December 31, 2021

2 CORPORATE GOVERNANCE
2.1

32

35

STATEMENT OF NON-FINANCIAL

5 PERFORMANCE

6

6

113

5.1

CSR governance, strategy, risks, and opportunities

114

5.2

Human Resources

117

5.3

Keeping people safe and healthy

128

5.4

Minimizing the environmental impacts of ouractivities

132

5.5

Business ethics

145

5.6

Quality products and services with societal value
added

151

5.7

Guerbet’s contribution to the Sustainable
Development Goals

153

5.8

External recognition of Guerbet’s CSR performance

154

5.9

CSR data consolidation methodology

157

Report of the Board of Directors on corporate
governance

36

2.2

Board of Directors

36

2.3

General Management

62

2.4

Compensation of company officers

64

2.5

Exceptions to the Afep-Medef Code

80

2.6

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

80

6.1

Consolidated financial statements and notes

166

2.7

Delegations of authority regarding capital increases

80

6.2

2.8

Provisions in the articles of association relating
to General Meetings

Statutory Auditors’ report on the consolidated
financial statements

210

81

6.3

Individual financial statements and notes

215

6.4

Statutory Auditors’ report on the annual financial
statements

236

6.5

Statutory Auditors’ special report on regulatedagreements

240

2.9

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

3 CAPITAL AND SHARE OWNERSHIP

82

83

3.1

Stock market data

84

3.2

Relations with the financial community

85

3.3

Distributed dividends

85

3.4

Shareholding structure

86

3.5

Share buyback program

87

3.6

Additional information about the capital87

4 MANAGEMENT REPORT

95

4.1

Analysis of the Group’s activity and results

96

4.2

Major events since the start of the 2022 fiscal year

99

4.3

Consolidated companies

99

4.4

Results of subsidiaries held by Guerbet S.A.

99

4.5

Companies directly or indirectly controlled
by Guerbet S.A.

99

4.6

Transactions in treasury shares of Guerbet S.A.

100

4.7

Statement of non-financial performance

100

4.8

Risk management, internal control,and internal audit

100

4.9

Risk factors

104

4.10 Other legal information

109

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

FINANCIAL STATEMENTS

6 AND RELATED NOTES

7 ADDITIONAL INFORMATION

162

165

241

7.1

Person responsible for the accuracyof the Universal Registration Document

242

7.2

Statement by the person responsible for the accuracyof the Document

242

7.3

Statutory Auditors

242

7.4

Share capital

243

7.5

Public access to this document

243

7.6

General information about the Company

244

7.7

Articles of association (excerpts)

245

7.8

Concordance tables

247

Limited company with a board of directors
with a capital of €12,641,115
Head office: 15, rue des Vanesses
93420 Villepinte - France
308 491 521 R.C.S. Bobigny

UNIVERSALREGISTRATIONDOCUMENT

I n clud i ng t he A nnu al F i nanc i al Re p o r t

2021

This Universal Registration Document was filed on Tuesday, April 5, 2022, with the AMF in its capacity as the competent authority under Regulation (EU)2017/1129, without prior approval in accordance with Article 9 of said regulation.
The Universal Registration Document may be used for the purpose of a public offering of financial securities or the admission of financial securities for
trading on a regulated market if it is supplemented by a securities note and, if applicable, a summary and all amendments made to the Universal
Registration Document. The resulting set of documents is approved by the AMF in accordance with Regulation (EU) 2017/1129.
Pursuant to Article 19 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017, the following documents areincluded by reference in this Universal Registration Document:•

the consolidated financial statements for the fiscal year ended December 31, 2020, as well as the related report of the Statutory Auditors, contained in
sections 6.1 and 6.2 of the Registration Document filed with the AMF on April 27, 2021, under number D.21-0360 (https://www.guerbet.com/
media/gr2bh2hw/guerbet_deu2020.html);•

the consolidated financial statements for the fiscal year ended December 31, 2019, as well as the related report of the Statutory Auditors, contained in
sections 6.1 and 6.2 of the Registration Document filed with the AMF on April 28, 2020, under number D.20-0369 (https://www.guerbet.com/
media/yyoamg3l/guerbet_deu2019.html).

This Universal Registration Document including the Annual Financial Report is a reproduction of the official version prepared in ESEF format and available
at https://www.guerbet.com.

Guerbet • Universal Registration Document 2021

1

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

2

Guerbet  Universel Registration Document 2021

OUR MISSION

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

OUR VALUESCAREINNOVATE

Respect everyone
in Guerbet’s ecosystem
and its environment.

Be a source of new thinking
to improve Guerbet’s
performance.

COOPERATEACHIEVE

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

Achieve our objectives
and ensure the satisfactionof our partners.

Guerbet  Universel Registration Document 2021

3

INTERVIEWDavid Hale,
Chief Executive Officer”

Building lasting relationships to help
people live better. This is our purpose
at Guerbet and we undertake
to implement it every day.

“You unveiled Guerbet’s corporate purpose in 2021.
What is it?
Building lasting relationships to help people live better.
That’s our purpose. It’s what we believe in at Guerbet andwhy we take such a unique approach. Cooperation andlong-term commitment are strong convictions we live by
every day. Human cooperation is at the heart of ourrelationships with our stakeholders: patients, healthcare
professionals, employees, public authorities, partners,
shareholders, and so on. Our relationships are based on
respect and integrity, which is the key to truly valuecreating cooperation.
Of course, the patients are our top priority. We strive to
make their lives better through a diagnosis or treatment that
we aim to make constantly more effective. We pay
attention to each human being in our environment and aim
to act consciously to have a positive influence on them.
How do we put this into practice? By taking care of others,by giving priority to the patient’s benefit, by continuously
providing innovative solutions, by daring to make boldchoices, and by sharing knowledge to move forward.

Why did you decide to define a corporate purpose
this year?
We chose to identify and express our purpose to give evenmore meaning and clarity to our daily commitment. It’s ourway of clearly expressing the deep meaning we give to ouractivity and how we define our value. This purpose is adriving force for our actions and a source of inspiration forour initiatives and innovations. It’s a new shared energythat will foster the expansion of our company. This is aunique opportunity to contribute to something bigger thanourselves.

44

Guerbet • Universal Registration Document 2021
Guerbet  Universel Registration Document 2021

The Covid-19 crisis was a kind of eye-opener for us. It
highlighted our common strength and the obvious fluidity inour decision making and defined our objectives – above
all, the protection of our employees. With this corporate
purpose, we’re living up to our pioneering spirit andjoining companies convinced that their activity and theirimpact on society go hand in hand.

What will this purpose change for Guerbet?
It’s amazing. On the one hand, it doesn’t change anything,since our purpose is our essence. It has always been there.
It’s not a new invention but rather a link-up with what isalready in place. On the other hand, it changes everything.
Now that it’s finally formulated, it’s a North Star guiding
our future actions and a strategic filter for our future
decisions. We’ll be able to look to it constantly. Is thisstrategic guideline or business decision in keeping with thecontribution and impact we’re looking to make? Are thesechoices consistent with our values? All these questions will
help us make the right choices!

You have continued the development of Gadopiclenol,a product for MRI. How far along are you,and what are the next steps?
In March 2021, we announced positive results from twophase III studies comparing the diagnostic efficacy andsafety of Gadopiclenol, with half the gadolinium dose of
Gadobutrol, in a wide range of indications covering thecentral nervous system and various other anatomical areas(head and neck, chest, breast, abdomen, pelvis, andmusculoskeletal system).
Gadopiclenol will be an excellent extension of our MRI
solutions with our contrast media, injectors, consumables,
services and software. It will allow our customers to use alower dose of gadolinium in their daily clinical practice.
Our ambition is to make it accessible to the greatest
number of patients as early as possible.
With this in mind, we signed a global collaborationagreement for Gadopiclenol in December 2021, withregard to manufacturing and research and development on
future indications. This global collaboration will allow twocompanies to market the product independently under
separate brands.

This bold decision will enable Gadopiclenol to be
developed more rapidly and widely and will bringsignificant health benefits worldwide.

2021 also marks an important step in your development
in new geographical regions. What are your ambitions?
Absolutely. We picked up the pace of our development in
Asia this year. We created two new subsidiaries, one in
India and the other in China. These two countries represent
an incredible growth opportunity for Guerbet. Our projects
are already on the market there, but our ambition is now tohave a direct presence in order to expand further. So, wewill continue our structuring in India and China in order tobe fully operational in 2022.

What is your outlook for 2022?
We’ll continue to live with many uncertainties related to thepandemic, which will probably still be around. But our
strategy is still based on four pillars: Diagnostic Imaging,our core business, where we offer our customers a portfolio
of interconnected solutions for easier decisions at eachstage of the patient’s treatment, including contrast media,delivery systems, and technical services & digital solutions.
Interventional Imaging is still a promising source of growth
for us. We still expect the use of minimally invasive imageguided procedures to increase. Digital solutions, where weare a pioneer, will enable us to offer new tools for safer
diagnostics: we’ll continue our distribution partnerships,
joint development of artificial intelligence solutions withIBM Watson, as well as our internal research projects todevelop our own Artificial Intelligence tools for poorly
diagnosed pathologies such as pancreatic cancer. Last but
not least, the fourth pillar of our growth is CSR. Ourpriorities in this area are fully integrated into oursustainable growth strategy. In particular, to reduce theenvironmental impact of our activities, we want to speed up
our efforts by defining a plan to combat climate change.

Guerbet • Universal Registration Document 2021
Guerbet  Universel Registration Document 2021

5
5

PROFILE

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

2,730
employees

x4

Registered office6

Manufacturing plant

Guerbet  Universel Registration Document 2021

R&D

Distributionx3

KEY FIGURES

2021 REVENUE€732.1M> Breakdown of revenue by product range

Presence in

11%

80

Interventional
Imaging

countries

80%in direct
sales

32%

20
%
in indirect

57%

Magnetic
Resonance
Imaging

X-Ray

sales

> Breakdown of revenue by geographic region

46.1%

53.9%

EuropeOther markets> Net income>Net earnings per share> EBITDA> Operating result€32.6M €2.59€105.1M €38.7M> Gross investments restatedfor debts on fixed assets€55.1M

Guerbet  Universel Registration Document 2021

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8

Guerbet • Universal Registration Document 2021

1
THE GUERBET GROUP
1.1

Our business model

10

1.6

Research and Development

26

1.6.1 Organization

26

1.2

History of the Company

12

1.6.2 Therapeutic areas

27

1.3

Main consolidated data

14

1.6.3 Diagnostic Imaging

28

1.3.1 Revenue

14

1.6.4 Interventional Imaging

29

1.3.2 Main consolidated data

14

1.6.5 Public/private partnerships

29

Overview of activities

15

1.4.1 Medical imaging techniques

1.6.6 Research and Development
costs

30

15

1.4.2 Markets

22

1.6.7 Research and Development
portfolio

30

1.4.3 Main competitors

24

1.6.8 Intellectual property

31

1.6.9 Clinical data protection

31

The Group’s governancestructure at December 31, 2021

32

1.7.1 A global presence

32

1.7.2 Property owned

34

1.7.3 Distribution

34

1.4

1.5

Industrial and logistics activity

25

1.5.1 An integrated network of plants25

1.5.2 A regionalized logistics
platform

25

1.5.3 Development based oninvestment and continuous
improvement

26

1.7

Guerbet • Universal Registration Document 2021

9

11
1

THE
THE
GUERBETGUERBET
GROUP
GROUP
THE
GUERBET
OurOurbusinessbusiness
model
model GROUP
Our business model

1.1
1.1 Our
Ourbusinessbusinessmodel
model
1.1 Our business model
OUR MISSION
Guerbet’s employees are committed to providing healthcare professionals with the contrast media,
medical devices and innovative solutions that are vital for Diagnostic and Interventional Imaging
to improve patient prognosis and quality of life. Driven by passion for their work, every day
they strive to combine performance, quality, and sustainable development.

O UR A C T IV ITIE S AN D S TRATE G Y
MENT
ELOP
DEV ROJECTS
S
P
S
E
IC
SIN TEGBU STRADistribution
and
sal
es

M

• Global ethical charter for all employees,
concerning stakeholders and healthcare
professionals• Anti-corruption program• Responsible purchasing approach

NG

g

INT

n
ti o
uc rep
d
o
p
Pr on
ti
s olu

LL
TE ER
IN
L, ROP
A
P
LEG

CH
AS
IN
G

KEY ATTRIBUTES

PUBLIC AFFAIRS,COMMUNICATIONWHAT WE WILL DO

BUSINESS ETHICStin

E N TI O N A L I M A GI

R
PU

• 5 R&D centers• 9% of revenue• Acceleration of digitization of products andservices• Scientific partnerships with public
and private players worldwide for thedevelopment of contrast media and Artificial
Intelligence

ke

ERV

ERNA
AN
L AUDITD IN
TERNA
L AUDIT

FIN
AN
CE

ar

AN OPERATIONAL EXCELLENCE PROGRAMSIGNIFICANT RESOURCES
DEVOTED TO INNOVATION

To accelerate and build
the future of medical imaging
with internal and external
growth initiatives in
Diagnostic and Interventional
Imaging and in Digital
Technology.

IN T• 2,730 employees worldwide• Products marketed in more than 80 countries• 8 production plants in Europe, North
America, and Latin America• Top priority given to the safety of people andthe quality of products and services• Optimization of natural resources and expert
control of wastewater and waste treatment
processes• Reduction of carbon emissions• HR policy for skills development, internal
mobility, and talent management

OUR

AMBITIONEC
TU
ALA GLOBAL PRESENCEMS
YSTECOMPUTER S• Rapid, successful integration ofMallinckrodt’s CMDS activities• Program of targeted acquisitions inInterventional Imaging initiated in 2018NOSTIC IMAGIN
G
DIAG

S
ISK

• X-Ray and MRI• Medical devices• Digital solutions and services

ffairs
ry a
lato
gu
Re

INNOVATIVE FLAGSHIP PRODUCTS

A PROACTIVE, AMBITIOUS
ACQUISITION POLICY

Research,and Developm
n
o
i
t
ent
ova
Inn

DR
AN
R,
CS
E,
HS

• 95+ years of expertise• Breakdown of capital:• 54.89% owned by the Guerbet family• 3.10% by employees, former employees,
and mutual funds• 12 directors including 2 representing
the employees

HUMA
N RE
SOU
RC
ES

TY

A STABLE, LONG-TERM SHARE OWNERSHIPSTRUCTURE AND ROBUST GOVERNANCE

ar andat
io n

O U R S T REN GTH S

IMAGERIE DIAGNOSTIQUEINTERVENTIONAL IMAGINGDIGITAL & AI

• Mature market with slow,
lasting growth• High price sensitivity• Presence of generics• High added valueof products• High sensitivity to“functionalities”• Rapid market development• Double-digit growth• Guerbet differentiator• Added value for customers• Switch from a productoffering to a comprehensive
solution offering• Refine the portfolio• Actively control costs• Adapt our market
introduction strategy• Open up new markets• Expand indications• Inorganic strategy• Dedicated sales• Develop our IT skills andthe development, sales,and marketing of theseproducts• Boost the commercial
and operational
excellence of services

Guerbet• Universal• Universal
Registration
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Document
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2021
2021
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10 Guerbet
10
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Guerbet • Universal Registration Document 2021
10

GENERATE
resources to invest
in growth areas

STIMULATE
growthCREATEan activity

THE
THE
GUERBETGUERBET
GROUP
GROUP
THE GUERBETGROUP
OurOurbusinessbusiness
model
model
Our business model

OUR VALUES
achieve our objectives and ensure
the satisfaction of our partners.

ACHIEVE :COOPERATE : cooperate with others and venture beyond
our comfort zone for collective success.

CARE :

respect everyone in Guerbet’s ecosystemand environment.

INNOVATE : be a source of new thinking to improve
Guerbet’s performance.

GEN ER AT I N G PO SI T I V E R E SULTS F OR OUR S TAKE H OL D E RS

1

GROWING GLOBAL DEMAND

Population
aging

Growingdemandfor medical
imaging

Increased
healthcare
spending
in emerging
markets

+

+

+

1S

Every second, a patient undergoes
an imaging procedure witha Guerbet product

7.9%

+

Breakdown of revenue by imaging

Increase in revenue
on a like-for-like basis andat constant exchange rates

11%

Interventional
Imaging89%

Diagnostic
Imaging

14.4%

PATIENT IMPACTS• Accurate diagnosis• Personalized treatment• Minimally invasive procedures

IMPACTS ON HEALTH
PROFESSIONALS• Improved efficacy• Greater intervention accuracy• Innovative new devices
addressing identified
medical needs

EBITDA margin

SOCIETAL IMPACTDIAGNOSTIC IMAGING

INTERVENTIONAL IMAGING• MARKET CHANGES• Mature market• Single-digit growth• MARKET CHANGES• Double-digit growth• CUSTOMER FOCUS• Reduction of costs• Increased productivity

MRI#2 globally
X-Ray#4 globally• CUSTOMER FOCUS• Improvement of clinicalresults

EFFECTIVE R&D

More than 456 patents owned
and patents pending
21 industrial models
Continuous launch of new products,
extensions of ranges

Contrast media
Lipiodol® and Patent Blue V

IMPROVED SAFETY RESULTS

Innovative medical devices
including micro-catheters

Accident rate decreased by 61 %(vs 2017 (a))

Digital Services
and Solutions
Artificial Intelligence

CLIMATE COMMITMENT

Decision to commit to a minimum
WB2°C (b) trajectory by 2032

• Promote outpatient treatment
to limit health system spending• Economic impact on the territories
where Guerbet operates (direct
and indirect jobs)• An approach of promoting its
social and environmental values
among its key suppliers• Recognized CSR performance:
Number 1 healthcare company
in the Gaïa Index ranking,B rating from CDP, and A++
rating on the CAHPP green index (c)• Launch of the “Guerbet Positive”
volunteer program in France
and the United States• Commitment to the accessof young people to sustainable
employment and their integration,
especially for young people
from priority neighborhoods(a) (a)2017
2017
is theis thereferencereferenceyear
year
of ourof ourfive-year
five-year
HSEHSE
performance
performance
plan.
plan.

(b) (b)
Well
Well
below
below
2 °C.
2 °C.

(c) (c)Purchasing
Purchasing
center.
center.

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

(b) Well below 2 °C.

(c) Purchasing center.

GuerbetGuerbet• Universal• Universal
Registration
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Document
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Registration
Document
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Guerbet • Universal Registration Document 2021
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1

THE GUERBET GROUP
History of the company

1.2

History of the Company

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

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

The Company originated with Marcel Guerbet’s discovery of
the first iodinated organic contrast medium in 1901.

The Guerbet group recently developed a new activity based on
digital technologies and Artificial Intelligence with two
objectives: first, to improve the productivity of radiologists, e.g.
with diagnostic assistance tools, and second, to obtain a tumor
tissue characterization through imaging to better guidetreatments or even eventually replace a biopsy.

In 1926, his son André Guerbet founded the Guerbet
company, which has expanded significantly since then thanks
to the discovery of innovations that have left their mark on
medical imaging technologies and the contrast media
associated with them.
The Guerbet group now sells a comprehensive range of
products suitable for X-Ray and magnetic resonance imaging(MRI).

The Guerbet group is listed in Euronext Segment B, and amajority of its shares are owned by the Guerbet family.

1986

1980
LIPIODOL IN INTERVENTIONALIMAGING®

1926
FOUNDING OF LABORATOIREANDRÉ GUERBET1901
DISCOVERY OF LIPIODOL®
BY MARCEL GUERBET (1861–1938)
LIPIODOL®, THE FIRST IODINATEDCONTRAST MEDIUM

At the age of 25, André Guerbet,
son of Marcel Guerbet, becomesits general manager. He opens
a chemical and pharmaceuticalmanufacturing plant in Saint-Ouen.

The international scientificcommunity contributes to thesuccess of Lipiodol®: it is used asa therapeutic product (in the form ofsugar-coated pills, capsules, slabs
of chocolate, etc.) and as a contrast
medium for diagnostic purposes tomake cavities like the lungs opaque.

Guerbet Universel• Universal
Registration
Document2021
2021
12 Guerbet
12
Registration
Document

The first chemoembolizations are
performed in Japan with Lipiodol®
to treat hepatocellular
carcinoma patients.

GUERBET IS LISTEDON THE PARIS STOCKEXCHANGE

THE GUERBET GROUP
History of the company

2021
This year marks theformulation of the Group’s Purpose.
Guerbet is pursuing the development of Gadopiclenol
with the announcement of positive results from two phase
III studies comparing the diagnostic efficacy
and safety of this product.
The Group is entering into a strategic global collaboration
with Bracco Imaging for Gadopiclenol, on manufacturing,as well as for research and developmentof future indications.
Guerbet is accelerating its development in Asiawith the creation of two new subsidiaries:
one in India and the other in China.

1

2015
ACQUISITION OF
MALLINCKRODT’S“CONTRAST MEDIAAND DELIVERYSYSTEMS” ACTIVITY

2002 ET 2005
1995

1989

XENETIX®,A NEW PRODUCTFOR X-RAYS

DOTAREM® IS LAUNCHEDIN FRANCEOPTISTAR® ELITE,
OPTIVANTAGE®, AND
ANGIOMAT ILLUMENA®

Guerbet takes ona new international
dimension and expands
its product portfolio.
The workforce increases
from 1,500 to more than
2,500 employees.

hese three injectors
by Mallinckrodt aremarketed by Guerbet
in France, Belgium,and Switzerland.

Dotarem® is the only
macrocyclic and ioniccontrast medium.

2020
2019
IA

2018
2017
VECTORIO® AND
CONTRAST&CARE®
Launches of Vectorio®
for Interventional
Imaging andContrast&Care®
for digital services.

PARTNERSHIP WITH
IBM WATSON HEALTH
Co-development of Augmented
Intelligence solutions to help
diagnose and treat liver cancer.

2nd co-development withIBM Watson Health(prostate cancer).
Agreement with icometrix
icometrix to distribute
Icobrain (France, Italy,
Brazil).

COVID-19
Mobilization of all
our teams to ensure
continuity of our businessand our deliveries toour customers during
the pandemic.
GADOPICLENOLEnd of phase III
clinical trials.

DIGITAL
Partnership with
InterSystems
for Contrast&Care®.

GuerbetDocument
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13

1

THE GUERBET GROUP
Main consolidated data

1.3

Main consolidated data

1.3.1

Revenue
2021

2020

732,071712,295

2021

2020

46.1%
53.9%

40.8%
59.2%

2021

2020

X-Ray
MRI
TOTAL DIAGNOSTIC IMAGING

57.0%
32.0%
89.0%

55.1%
31.9%
87.1%

INTERVENTIONAL IMAGING

11.0%

10.3%

—%

2.6%

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

EuropeOther markets
Breakdown of revenue by product range

OTHER
In the new presentation of revenue by product range, delivery
systems and services have been divided between X-Ray and
MRI. Among the “Other” activities, the share presented here

1.3.2

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

Main consolidated data(in € thousands – IFRS)Revenue
EBITDA (a)Operating result
Net income
Net income per share (in €)Dividend per share (in €)Cash flow
Shareholders’ equity
Net financial debt
Gross investments restated for amounts payable on fixed assets
Net financial debt/EBITDA(a) EBITDA refers to operating income plus net amortization, depreciation and provisions.
(b) Amount to be proposed to the General Meeting of Shareholders for the 2021 fiscal year.
* Includes the impact of the IFRIC final decision of April 2021 on retirement obligations.

14

Guerbet • Universal Registration Document 2021

*

2021

2020

732,071
105,065
38,68532,6372.59
0.85 (b)100,612405,092
217,81155,092
2.1

712,295
100,689
41,872
18,2401.45
0.70
81,251
367,754
256,588
67,108
2.5

THE GUERBET GROUP
Overview of activities

1.4

Overview of activities

1.4.1

Medical imaging techniques

MRI

X-RAY

A non-irradiating imaging
technique to examine theanatomy and functioningof organs.

An irradiating imaging techniqueto examine the anatomy of
the human body.

ULTRASOUND

NUCLEAR MEDICINE(Echography)
A non-irradiating, simple,
first-line technique to examine
the anatomy and functioningof organs.

(Scanning, PET – Positron
Emission Tomography.)
An irradiating imaging techniqueto examine the functioningof organs.

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

These methods and any associated products play a role atvarious stages of patient diagnosis and treatment:• X-Rays;• assessing the severity/seriousness of an illness;• magnetic resonance imaging (MRI);• ultrasound;• nuclear medicine.
Discovered in 1885, X-ray radiography is the oldest form. Its
development was revolutionized by the invention of CT(computerized tomography) scanners.

1• diagnostic support;• intervention support;• treatment and therapeutic monitoring support;• advancement of knowledge of research teams.
In Interventional Imaging, image capture guides a medical or
surgical procedure.

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THE GUERBET GROUP
Overview of activities

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

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Guerbet • Universal Registration Document 2021

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

THE GUERBET GROUP
Overview of activities

1.4.1.1

Diagnostic Imaging

X-RAYS

OptiRay®

MRI

Xenetix®

OptiVantage® Consumables

A)

TECHNICAL SERVICES &DIGITAL SOLUTIONS

Dotarem®

Artirem®

OptiStar®

Consumables

1

Contrast media

Contrast media are drugs that are suited to the imaging
techniques used, due to their nature and method of action:• the medium of choice for X-Ray Imaging is iodine or barium
due to their ability to absorb this radiation;• in magnetic resonance imaging (MRI), gadolinium in its
complexed form is the raw material most commonly used,being chosen for its paramagnetic properties. The injectionof a gadolinium complex in response to a radiofrequency
wave in a magnetic field speeds up the paramagnetic
relaxation of the protons in water molecules, enhancing thecontrast of the signal observed through MRI in the organs
where the product is present;• the contrast media used for ultrasound scans consist of
microbubbles of gas that interact with the ultrasound waves
and boost the ultrasound signal;• in nuclear medicine, the radioactive agent or tracer is thesource of the radiation that is then detected.

These products are used to reveal the invisible. They are usefulfor medical purposes, as they increase the contrast so that an
anatomical structure can be viewed separately from thesurrounding tissues. These agents play a crucial role in, forexample, assessing the functioning of an organ such as thekidney or a tissue such as the heart when measuring the
myocardial perfusion of the heart.
The diagnostic efficacy sought by radiologists and clinicians istherefore very closely linked to the suitability of the information
received as a result of the contrast medium’s enhancing
properties and its development over time after injection. Thistranslates into high-quality static or dynamic images thatprovide data about the anatomy and functioning of organs, thestructure of arterial and venous blood vessels, and perfusion
parameters. Diagnostic quality is now a key factor in clinicians’
decisions regarding treatment and surgery.
These rapid advances also have a direct impact on patients’quality of life. Because they result in earlier diagnoses andimproved selection of treatment options suited to each patient’s
profile, these drugs now play a decisive role in thedevelopment of personalized medicine while meeting the
economic imperative of reducing healthcare costs to thecommunity.

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1
B)

THE GUERBET GROUP
Overview of activities

Our range of contrast media

CT & Cath Lab
Guerbet’s range of CT & Cath Lab contrast media consists
mainly of two non ionic iodinated low-osmolar contrast media(LOCM):In the X-ray contrast media line, Guerbet also markets threehigh-osmolality iodinated agents and a range of baryta media:®

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

®

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

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

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

• Xenetix ,availableinthreeconcentrations: 200, 300 and
350 mg of iodine/ml. It comes in
vials
and
polypropylene
bags(ScanBag® by Xenetix®).
This innovative packaging preserves the properties of Xenetix®
while making it simpler to use, enhancing the safety of patientsand medical staff and representing a major step forward inwaste management. This packaging is one of Guerbet’s
solutions to sustainable development challenges. The 350 mg/
ml concentration should preferably be used for cardiovasculardisorders, and the 300 mg/ml concentration for theinvestigation of parenchymal conditions (e.g. diseases of theliver or kidneys). Xenetix® was granted a new indication in
2021 in France and Italy for use in spectral mammography
with contrast enhancement to identify known or suspected
breast lesions. This technique is being developed in many
countries as part of breast cancer screening campaigns. This
new indication is expected in obtain approval in additionalcountries in 2022.

®

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

®

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

MRI
Guerbet’s MRI range includes:®

• Dotarem , a non-specificgadolinium-based
macrocyclic contrast medium,is the leader in many markets
around the world.
Thanks to its physicochemical properties and its safety profile, itis the benchmark MRI agent. Dotarem® is used for the MRI
examination of many diseases, in particular conditions affecting
the central nervous system as well as abdominal, bone andjoint, and vascular disorders.
®

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

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Guerbet • Universal Registration Document 2021

THE GUERBET GROUP
Overview of activities

C)

Injectors and contrast media delivery systems

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

D)

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

1

Our range of delivery systems

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

Trademarks

MRI
®

®

OptiVantage /OptiVantage Multi-use
Dual-head CT scan injector®
Illumena Néo
Cath Lab injector (new Néo version)®
OptiOneSingle-head CT scan injector

Injectors

Scanner
X-RayInterventional
Imaging

ü
ü

ü

ü

®

FlowSens
CT scan injector compatible with ScanBag® byXenetix® and other receptacles®
OptiStar Elite
MRI injector
Consumables for all
types of injectorsüüComplete range of extension lines®

SecufillPatient-side connector with secure double-check valve

ü

ü

ü

ü

ü

ü

ü

®

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

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

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

OptiStar is a dedicated syringe injector for MRI.

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THE GUERBET GROUP
Overview of activities

E)

Digital and Augmented Intelligence solutions

I)

Augmented Intelligence

Augmented Intelligence refers to diagnostic support solutions or,more generally, medical decision support solutions, which canbe provided by software using Artificial Intelligence
technologies. This is an area where strong growth is expectedin radiology for several reasons: firstly, the need is enormous
given the lack of radiologists worldwide to cope withpopulation aging and the development of chronic diseases;
secondly, machine learning technologies, in particular thoseusing deep learning networks, have made spectacular progressin recent years and allow high-performance tools to be
developed relatively quickly. Lastly, there is a strong promise of
improved health thanks to these solutions, which should reduce
variability in image interpretation, increase radiologist
productivity, and ultimately identify new predictive biomarkers
of disease progression (cancers and neurodegenerative
diseases in particular) and thus reduce the number of biopsies
required thanks to characterization of lesions by imaging.
An initiative to explore new opportunities related to Augmented
Intelligence was implemented at Guerbet with the recruitment ofa Chief Digital Officer in September 2017. In June 2018, a
significant first milestone was achieved with the signing of astrategic partnership with IBM Watson Health to co-develop
innovative clinical decision support solutions. The first, Watson
Imaging Care Advisor for Liver, is designed to be a diagnostic
aid that will use Artificial Intelligence to automate the detection,
characterization, monitoring, surveillance, and prediction of thetherapeutic response of primary and secondary liver cancer.
The partnership with IBM Watson Health was supplemented bya second co-development project in September 2019, theWatson Imaging Care Advisor for Prostate project. Its purpose
is to help diagnose prostate cancers through MRI imaging. This
procedure is expanding rapidly worldwide because it allows
much more precisely targeted and appropriate biopsies to be
performed. However, reading prostate MRI images is complex
and therefore requires highly specialized radiologists, who are
not available in sufficient numbers, which creates a significant
need for AI solutions to provide diagnostic support.
IBM recently announced plans to sell part of its healthcare
activity to the Francisco Partners fund. If this deal is confirmed,

20

Guerbet • Universal Registration Document 2021

it will have no impact on the strategic partnership with Guerbet,
which will continue under the same terms.
Guerbet has also established a strategic partnership with
Icometrix, a leading start-up in the field of Artificial Intelligence
to help diagnose brain imaging. Guerbet has become theexclusive distributor of Icometrix products in France, Italy, andBrazil. The four products certified in these countries are used for
dementia, multiple sclerosis, head trauma and epilepsy.
Lastly, Guerbet has initiated internal research activities to assist
in the detection of bone metastases and pancreatic cancer. The
long-term objective is to develop products that would
complement the range jointly developed with IBM.

II)

Digital solutions related to injection

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

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

THE GUERBET GROUP
Overview of activities®

Guerbet also markets Dose&Care , an operational IT solution
for monitoring patient exposure to ionizing radiation. It collects
data from a variety of methods (CT, X-ray tables, fluoroscopy,
mammography, etc.), creates a history of examinations foreach patient, and helps imaging centers implement goodpractice policies and meet regulatory requirements.
Dose&Care® collects data in a centralized library and presents

1.4.1.2

the X-ray dosage history for each patient with options to display
information graphically and digitally and as an effective dose.
Dose&Care® interfaces with information systems used inradiology such as RIS (Radiology Information System), PACS
(Picture Archiving and Communication System), and HIS(Hospital Information System) using DICOM and HL7
communication standards.

Interventional Imaging

INTERVENTIONAL ONCOLOGY& EMBOLIZATIONINTERVENTIONALADMINISTRATION SOLUTIONSWOMEN’S HEALTH

SeQure® and DraKon™
microcatheters

Lipiodol® Ultra Fluid
Solution for HSG

Vectorio®

Patent Blue V

1Lipiodol®
Ultra Fluid

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

®

• Lipiodol(ethylestersofiodinated fatty acids of poppy
seed oil) was initially developedforDiagnostic
Imaging,lymphography,
andhysterosalpingography.
It is now often used in Interventional Imaging forconventional transarterial chemoembolization (cTACE) in thetreatment of hepatocellular carcinoma (HCC), where
Lipiodol® is used as a visualizer (contrast medium), an
antineoplastic drug carrier, and an embolic agent. cTACE isrecommended by many scientific societies for the treatmentof patients suffering from intermediate-stage HCC in Europe,
Japan, China and the United States.
Recently (2020-2021), scientific recommendations fromseveral scientific societies have expanded the population of
HCC patients eligible for cTACE treatment in certain earlystages of the disease.

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THE GUERBET GROUP
Overview of activities

To date, Lipiodol® is indicated for lymphography in
52 countries, cTACE and liver cancer imaging in
45 countries, and selective vascular embolization in
combination with surgical adhesives in 22 countries.
Lipiodol® is also indicated for hysterosalpingography in
25 countries, including eight with an indication in women
undergoing an infertility assessment. Guerbet expects anextension and approval of the indication in women
undergoing an infertility assessment in several countries in
Europe, Asia-Pacific, and Latin America.
®

• Vectorio , cTACE Mixing & Injection
System, specifically developed for
Lipiodol® in connection with cTACE,
is now approved in 43 countries.

• Bleu Patenté V is a sterile injectabledye.

This indication makes it possible to decide whether to performaggressive surgery concerning the extent of lymph nodedissection.
®

• SeQure and DraKon™ are two
microcathetersforperipheral
embolization procedures.

They provide interventional radiologists with improved
navigational capabilities to access complex anatomies andmore remote areas. While both are designed to optimize
navigation performance, SeQure® differs from DraKon™ in thepresence of lateral perforations. With this unique design,
SeQure® uses the flow to form a fluid barrier that will control
reflux, reducing the risk of non-target embolization andallowing more treatment to be delivered into the target vessel.
SeQure® and DraKon™ were added to the Guerbet portfolio
following the acquisition of Accurate Medical Therapeutics inJanuary 2018. These two microcatheters are marketed in the
United States and in several European countries.

It is used for imaging of the lymphatic system, mainly for
intraoperative sentinel lymph node mapping in breast cancer
surgery.

1.4.2

Markets

1.4.2.1

Interventional Imaging market

MRI contrast media

For Guerbet, the Diagnostic Imaging market is divided between
contrast media for X-ray imaging, MRI, and injection solutions:Guerbet is number 2 worldwide in MRI contrast media, with anestimated value of more than €0.9 billion in 2021 (1).

X-Ray imaging contrast media

This estimated market value is based on sustained volume
growth compared with 2020, offset by a decline in prices due
to pressure from generics (1).

Guerbet is number 4 worldwide in X-ray imaging contrast
media with an estimated value of €2.8 billion in 2021 (1). Thisestimated market value is based on sustained volume growthcompared with 2020, offset by a decline in prices due topressure from generics (1).

Injectors and medical injection devices
Guerbet is number 3 worldwide in the market for injectors andmedical devices for Diagnostic Imaging injection, with anestimated value of €1.4 billion in 2021 (1).
This market is supported by the increased number of
examinations involving injections and installations of CT and
MRI equipment.

(1)

22

Sources: financial reports and specific market studies.

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THE GUERBET GROUP
Overview of activities

Trends in these markets
Compared with 2020, when the Covid-19 pandemic had adramatic, immediate impact on these markets, 2021 saw a fullrecovery of the markets in terms of volume despite the aftermathof the pandemic. The following factors influence these markets:a. the resumption of CT/MRI equipment installations, with evenadditional healthcare investment in some countries due tothe pandemic, leading to growth in injector installations;b. the greater number of procedures and therefore
examinations involving injections due to the increase in the
installed equipment base, the improved productivity of
examinations, reinforced by a backlog of examinations
following the cancellation of some of them, and even thetemporary closure of imaging centers in 2020;c. conversely, lower prices of contrast media due to growth ingenerics.
In addition, the services market is burgeoning due to thedevelopment of digital technologies.

1.4.2.2

Interventional Imaging market

The transarterial embolization market is valued at €2.6 billion,
including €1.2 billion for the neurovascular part and€1.4 billion for the peripheral part (rest of the body includinginterventional
oncology
andexcludinginterventional
cardiology). Today, Guerbet’s development is mainly in the
peripheral segment due to the strong position of Lipiodol in livercancer treatment and the acquisition of microcatheters from the
Accurate platform. However, Lipiodol® is already used inneurovascular medicine, in particular for glue embolization ofarteriovenous malformations.

The market for peripheral transarterial embolization can beanalyzed as follows:a. Oncology (mainly in liver cancer treatment) with a market
estimated at €500 million in 2019 (excluding Covid-19).
Today, cTACE represents almost three out of four proceduresworldwide (dominant in Asia), the main alternatives being
DEBTACE and Radioembolization.
b. Embolization (excluding oncology), with a market estimatedat €560 million in 2019 (excluding Covid-19). This market
includes procedures such as the treatment of benign tumors(uterine fibroids, prostate hyperplasia), hemorrhages,
vascular malformations, or aneurysms using a portfolio of
products including coils, plugs, particles and embolic fluids.
Guerbet is present in this market today through the use of
Lipiodol® in glue embolization, which can exceed its use inoncology in terms of volume especially in certain European
countries.

1c. Access, with a market estimated at €340 million in 2019(excluding Covid-19). It includes all medical devices
allowing practitioners to access the area to be treated(guidewire, microcatheters etc.). Microcatheters account fora large part of this market where Guerbet wants to play asignificant role with its innovative Accurate platform.
The expected growth of these markets depends on theindications and respective development of practices within the
countries. The market for transarterial embolization in the
periphery is seeing robust growth of 3% to 9%, supported by
the demonstrated benefits of minimally invasive treatments(efficacy, patient quality of life, and cost). The development of
new practices, still in clinical studies, could accelerate the useof interventional radiology in the coming years.

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THE GUERBET GROUP
Overview of activities

1.4.3

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

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

Diagnostic Imaging
Company

MRI

X-Ray

GuerbetBayer Healthcare

ü
ü

ü
ü

GE Healthcare
BraccoNemotoMedtronUlrich Medical
Merit Medical
Sirtex Medical
TerumoBoston Scientific/BTG
Medtronic
Siemens Healthineers/Varian

ü
ü

ü
ü

Delivery Systems
and Services

Interventional
ImagingüüüüMedrad

ü
ü
ü
ü
ü
ü
ü
ü
ü
ü
ü

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

Nationality

MRI

X-Ray

GuerbetFranceDotarem® (Magnescope® inJapan)
Artirem®

Germany

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

Optiray®
®
Optiject Xenetix®
Telebrix®
Conray®
Gastroview®
Ultravist®
Radioselectan®

United States

Omniscan™
Generic of Dotarem®
Multihance®
Prohance®

Bayer Healthcare

GE Healthcare
BraccoItaly

Visipaque®
Omnipaque®
Lomeron®
Lopamiron®

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

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THE GUERBET GROUP
Industrial and logistics activity

1.5

Industrial and logistics activity

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

1.5.1

An integrated network of plants

Guerbet develops, industrializes and manufactures most of its
products in its integrated network of specialized plants.
The active ingredients used as raw materials in contrast media
are mainly produced in Europe (France and Ireland) in theGroup’s three specialized chemical plants:• Lanester and Dublin, which are plants specialized in the
production of active ingredients for the X-Ray activity with acommon goal of increasing production volumes andreducing manufacturing costs through a policy of continuous
improvement of industrial performance and synthesis
processes;• the Marans plant produces the active ingredients of
Dotarem® and Lipiodol®. This plant’s strategy was refocusedin 2015 to concentrate on these two strategic active
substances while phasing out the custom production ofactive substances for other producers in the sector. This
refocusing has improved the security of supply for Dotarem®
while significantly increasing the available capacities.
Active ingredient formulation, solution preparation and filling
activities take place at the Group’s three pharmaceutical plants
located on three continents:• the Aulnay-sous-Bois plant (in France), Guerbet’s longstanding filling plant for X-Ray media and Dotarem®, mainly
serves the European and Asian markets;

1.5.2

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

• the Rio de Janeiro plant (in Brazil), specialized in X-Ray
media and Dotarem®, serves the Latin American markets;
and1• the Raleigh plant in North Carolina (USA) is a filling site for
X-ray and Dotarem® products. These products are packaged
in syringes for all world markets and in vials for the Northand South American markets.
In order to register and prepare for the launch of Gadopiclenol(a new MRI medium), investments were made at the Marans,
Lanester, Aulnay-sous-Bois and Raleigh sites. The first industrialsized batches were produced in 2021.
The support of external partners, specialized in Europe but alsoin Asia, is required for certain targeted productions, such as thefilling of Lipiodol® for all the markets served, and for a limited
number of X-ray media for specific markets.
Injectors and the associated medical devices are produced
mainly at the Guerbet plant in Cincinnati (in the United States),
the birthplace of the Liebel-Flarsheim brand, and the Guerbet
plant in Lyon (France). These plants handle design andassembly of injectors, while the production of components andconsumables is subcontracted to specialized partners.
Lastly, the manufacture of the microcatheters recently includedin the Guerbet product range is entrusted to a partner outside
the United States for all the markets served.

A regionalized logistics platform

The acquisition of CMDS, doubling the volumes to betransported to customers, also enabled Guerbet, as of 2017,
to reach a sufficient global critical mass to capture significant
synergies in transport and storage.

These synergies were made possible by revamping ourdistribution and transport network in all regions.

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THE GUERBET GROUP
Research and Development

1.5.3

Development based on investment and continuous improvement

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

1.6

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

Research and Development

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

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

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

Organization

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

26

Guerbet • Universal Registration Document 2021

THE GUERBET GROUP
Research and Development

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

1.6.2

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

1

Therapeutic areas

The two radiology activities, Diagnostic Imaging andInterventional Imaging, are researched in the three maintherapeutic areas of oncology, cardiology and neurology.
In oncology, the incidence of the most common forms of cancer(lung, breast, prostate, colorectal and liver) is constantly
growing. For example, injections with contrast media are usedin more than 14 million examinations each year in the fivelargest European countries. This increase is due to a
combination of longer life expectancy and known risk factors,
such as smoking, unhealthy eating, stress, environmental risks,etc. This is resulting in a greater number of diagnostic
examinations at increasingly early stages aimed at improving
patient care and quality of life and the monitoring of patient
treatment. The trend in the treatment of breast cancer is aperfect example of the role played by the various types of
medical imaging, as MRI plays a vital role in screening for
and/or monitoring the disease. European data indicate that
more than 40 million women aged over 50 should benefit fromsystematic radiographic screening. This procedure makes
earlier diagnosis easier, radically changing the treatment
strategy and allowing disease-free remission from the condition.
Furthermore, sentinel lymph node mapping can be used in thissame disease to limit surgical intervention to what is strictly
necessary.
For some types of cancer, such as hepatocellular carcinoma(HCC), Interventional Imaging is of great benefit as it enables
the precise imaging and mapping of hepatic lesions and eventhe administering of anti-cancer drugs within these tumor lesions
through transarterial chemoembolization, usually as an
outpatient procedure.

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

Guerbet • Universal Registration Document 2021

27

1

THE GUERBET GROUP
Research and Development

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

1.6.3

Most of these pathologies are chronic, and the drugs available
to stop their progression are still insufficient. They are therefore
a major public health issue due to population aging, longer life
expectancy and the high cost of caring for these dependentpatients. Interventional Imaging can also be used to successfully
treat a large number of cerebral arteriovenous malformations
without surgery.

Diagnostic Imaging

In the MRI segment, the aim of recent research on Dotarem®
has been to confirm its diagnostic effectiveness compared withother products, to confirm its safety profile, and to document its
pharmacokinetic profile for children under the age of 2 (at the
FDA’s request). An application to extend the indication forchildren under the age of 2 was approved in August 2017 by
the FDA. At the same time, in response to requests from the US,
Japanese and European authorities, Guerbet has provided allof the available preclinical and clinical data on Dotarem®
regarding the potential risk of brain deposits with repeated useof gadolinium. Deposits have been reported with linear
gadolinium chelates, but far less so or not at all withmacrocyclic gadolinium chelates like Dotarem®. After the EMA
began interim proceedings (Article 31) that led to areassessment of the risk/benefit analysis for all gadolinium
chelates, the European Commission confirmed in November
2017 the EMA’s decision to suspend non-specific linear
gadolinium chelates, to restrict MultiHance® and Primovist® toliver imaging only, and to maintain gadolinium macrocycle
chelates in all their indications. Also in November 2017, theauthorities in Japan decided to maintain first-line gadolinium
macrocycle chelates and to restrict the use of second-line linear
products. In December 2017, the FDA officially recognizedthat linear gadolinium chelates cause greater gadolinium
deposits than macrocycles and requested changes to the legal
notices for all products.

Guerbet LLC, like other laboratories marketing this type of
product, therefore received a request from the FDA to carry out
preclinical studies and a clinical study for Dotarem®, marketedin the United States (approval obtained in 2013). These studies
examine the potential long-term neurobehavioral effects ofgadolinium chelates and in vivo gadolinium deposition.
Preclinical and clinical programs are underway, and progress
is reported regularly to the FDA. Some studies are being
conducted in a consortium with other laboratories marketing
gadolinium chelates in the United States.
Guerbet is continuing to develop NCE Gadopiclenol, agadolinium chelate-based molecule for use in MRI. As
preclinical studies have shown, this particularly effective
product is suitable for the high magnetic fields (1.5 T and 3 T)
used in routine clinical practice. Phases I, II and III have been
completed. Clinical studies in specific populations and/or
populations at risk, such as renal failure patients and children,were also conducted. The registration dossier is ready to besubmitted to the European and US agencies.
With regard to Delivery Systems and Services, the Researchand Development engineers are currently focusing on threestrategic areas:• connecting injectors to imaging equipment;• developing solutions for the tracing of injected doses(Contrast&Care®);• ensuring the safety of medical procedures through innovative
injection devices, whether single-use or designed for safer
multi-use practices.

28

Guerbet • Universal Registration Document 2021

THE GUERBET GROUP
Research and Development

1.6.4

Interventional Imaging

In 2018, Guerbet acquired Accurate Medical Therapeutics(“Accurate”).
Accurate has developed a range of microcatheters forembolization procedures on tumors or vascular aneurysms
based on a new technology that makes it possible toadminister more embolization microparticles to the targeted
treatment area while preventing them from refluxing upstream toarteries irrigating healthy tissues (non-targeted areas areunaffected).
This range consists of two series of SeQure® and DraKon™
microcatheters in the United States and Europe as well as inmany other countries in Latin America and the Asia-Pacificregion. An expansion of the range of these SeQure® and
DraKon™ microcatheters covering new references in 1.7Fr,
1.9Fr, and 3.0Fr was approved in October 2020 in the
United States. Further expansions of the range are under
examination. At the same time, scientific collaborations arebeing established with the expert centers in HCC
chemoembolization, arterial embolization of prostatic adenoma
in men, and uterine fibroma in women.

1.6.5

During 2018, Guerbet acquired a technology developed by
Occlugel, a company specialized in the R&D of microspheres
used in embolization. This technology is available in several
ranges of microspheres for use in vascular embolization of
benign tumors such as uterine fibroma or prostate adenoma
and in vascular chemoembolization of malignant tumors suchas certain liver, lung or kidney cancers. The technology will
supplement Guerbet’s existing Interventional Imaging solutions
and will especially offer significant synergies with Accurate’s
range of anti-reflux microcatheters.
Numerous scientific collaborations have been established inEurope, the Asia region and America, with renowned teams to
conduct studies on the efficacy and safety of Lipiodol® UltraFluid in various uses in interventional radiology.

1Lastly, Guerbet is continuing the international deployment of
Vectorio®, the only medical device dedicated to conventionaltransarterial chemoembolization (cTACE). This device can beused to produce a homogeneous mixture of Lipiodol® UltraFluidand anticancer agents in complete safety.

Public/private partnerships

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

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

Guerbet • Universal Registration Document 2021

29

1

THE GUERBET GROUP
Research and Development

1.6.6

Research and Development costs

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

Research and Development costs (in € thousands)
Research and Development costs (as % of revenue)
*

2021*

2020*

64,9978.9%

71,420
10.0%

Including the Research Tax Credit (CIR).

Guerbet is stepping up its investments:• in Diagnostic Imaging with the continuation of thedevelopment plan for Gadopiclenol in MRI;• in the digital sector, by developing imaging solutions
coupled with Artificial Intelligence, in particular as part of apartnership with IBM.

• in Interventional Imaging with increased research related tothe microcatheter range following the acquisition of
Accurate Medical Therapeutics and registration of a newrange of microcatheters in the United States;

1.6.7

Research and Development portfolio
EARLY DEVELOPMENTDIAGNOSTICIMAGINGCONTRAST
MEDIA

Confidential

DELIVERYSYSTEMS

Confidential

DIGITAL
SOLUTIONSAND
AUGMENTEDINTELLIGENCE

Liver Advisor and Prostate
Advisor future AI versions
for pancreatic cancer andbone metastases

LATE DEVELOPMENT

Liver Advisor V1,
Prostate Advisor V1
AI solutions in partnershipwith IBM Watson Health

Illumena® Neo
Asia

Dose&Care ®
Contrast&care ®
upgradesContrast&Care ®
Patient Synopsis ®
Icobrain ®

Contrast&Care cloud®

Vectorio®, SeQure ®
and DraKon™
China
SeQure® and DraKon™
product range extensions
APAC

Confidential

Guerbet • Universal Registration Document 2021

OptiVantage ® Multi-use

Optistar Elite ®
upgradesNew Accurate
microcatheters

30

LAUNCH – FIRSTTWO YEARS

Gadopiclenol

New registrations
Patent Blue V
INTERVENTIONALIMAGINGREGISTRATION

Lipiodol ®
Lipiodol ® HSG indication:
APAC, LATAM, EMEA
waves 2

SeQure ® and DraKon™
Superselective
Ultraflow 3F

Lipiodol ®
HSG indication

THE GUERBET GROUP
Research and Development

1.6.8

Intellectual property

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

1.6.9

Products may also be protected by other patents during thedevelopment and/or marketing phase. Guerbet has a portfolioof patents covering active ingredients (e.g., contrast andradiotherapy media), new pharmaceutical formulations,emulsions, formulation and manufacturing processes, delivery
systems and medical devices (syringes, tubing, microcatheters,etc.).
The Guerbet group and its subsidiaries have 456 patents andpatents pending (mainly in the names of Guerbet, LiebelFlarsheim Company LLC, Accurate Medical Therapeutics, andMedex), 1,631 trademarks registered or pending registration,and 20 industrial models. The portfolio of patents, trademarks
and 21 industrial models contributes to the Group’s valuationand strengthens its position in the growing market for contrast
media combined with medical devices.

1

Clinical data protection

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

Guerbet • Universal Registration Document 2021

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THE GUERBET GROUP
The Group’s governance structure at December 31, 2021

1.7

The Group’s governance structure at December 31, 2021

1.7.1

A global presence
GUERBET S.A.

Guerbet Imagem
do Brasil Ltda.
(Brazil)

GuerbetPanama S.A.
(Panama)

99.99%

100%

Guerbet Produtos
Radiologicos Ltda.

Guerbet Imaging
Panama S.A.

99.99%

100%(Brazil)

Guerbet Grosshandel
mit pharmazeutischen
Produkten Ges.m.b.H.
(Austria)

Guerbet Nederland B.V.
(Netherlands)

100%

100%

(Panama)

S.A. Guerbet N.V. Belgium(Belgium)(Ireland)

99.78%

100%

Laboratorios
Farmaceuticos
Guerbet S.A.U.

Guerbet Chile Limitada(Chile)100%

Guerbet Ireland
Unlimited Company(Spain)Guerbet S.p.A.
(Italy)100%

100%
Guerbet Mexicana S.A.
de C.V.
(Mexico)Guerbet LLC(United States)100%

98.33%

Guerbet America LLC(United States)

100%
Guerbet Poland Sp.z.o.o(Poland)

Gestion Especializada
Loro S.A. de C.V.
(Mexico)Guerbet Caribbean Inc.
(United States)

100%

100%

Liebel-Flarsheim
Ireland Limited

100%(Ireland)100%

A. Martins & Fernandes(Portugal)

Puerto Rico

Liebel-Flarsheim
Company LLC

100%(United States)

100%
Operadora de Insumos
para la Salud Guerbet
S.A. de C.V.
(Mexico)Guerbet Laboratories
Limited(United Kingdom)

100%

98.95%

Guerbet Argentina
Limited(United Kingdom)

100%

Argentina
Guerbet Colombia S.A.S.

(Colombia)

100%

NORTH AND SOUTH AMERICA
Guerbet Universel• Universal
Registration
Document2021
2021
32 Guerbet
32
Registration
Document

EUROPE – MIDDLE EAST – AFRICA

THE GUERBET GROUP
The Group’s governance structure at December 31, 2021

GUERBET S.A.

Guerbet France

Guerbet Japan KK

100%

100%

Guerbet Sweden AB

Medex

Guerbet Taïwan Co., Ltd.

100%

100%

100%

Simafex

Guerbet Korea Ltd.

Guerbet Czech Republics.r.o.
(Czech Republic)

100%(Sweden)(France)(Japan)(France)(Taïwan)(France)(South Korea)

100%

100%

Abalux

Imaging Solutions
Korea Ltd.

(France)

100%(South Korea)

Guerbet Imaging
Switzerland AG(Switzerland)

100%

100%

India

Guerbet Asia Pacific
LimitedAbarem(France)100%

GuerbetPharmaceutical(Wenzhou) Co., Ltd.

Guerbet AG(Switzerland)(China)

100%

100%

Guerbet GmbH

Guerbet Ilaç Tibbi A.S.

100%

100%

(Germany)

1(Turkey)(Hong Kong)

100%

Guerbet Medical
Devices Consulting(Shanghai)Co., Ltd. (China)
100%

China
Guerbet South Africa(Pty) Ltd.
(South Africa)

Guerbet Australia
Pty Ltd.

100%(Australia)

Accurate Medical
Therapeutics Ltd.

100%

100%

Guerbet India
Private Limited(Israel)(India)99%

Subsidiary

EUROPE – MIDDLE EAST – AFRICA

BranchofficeRepresentative
office% of holding

ASIA-PACIFIC
GuerbetDocument
2021
Guerbet• Universal
UniverselRegistration
Registration
Document
2021

33
33

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THE GUERBET GROUP
The Group’s governance structure at December 31, 2021

1.7.2

Property owned

Country

Town/City

Address

BrazilRio de Janeiro
Cincinnati
Raleigh
Aulnay-sous-Bois
MaransLanesterVillepinte
DublinLisbonRua André Rocha, 3000, Jacarepaguá, CEP 22710, 568 – Rio de Janeiro
2111 E Galbraith Road, Cincinnati, Ohio 45237
8800 Durant Road, Raleigh, North Carolina 27616
16/24, rue Jean-Chaptal et 1, rue Nicéphore-Niepce – 93600 Aulnay-sous-Bois
16, rue des Fours-à-Chaux – 17320 Marans
ZI de Kerpont, 705, rue Denis-Papin – 56600 Lanester
15, rue des Vanesses – 93420 Villepinte
Damastown Mulhuddart – Dublin 15
Rua Raul Mesnier – Ponsard 4B 1750 Lisboa

United States

FranceIreland
Portugal

1.7.3

Distribution

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

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

Distribution agreements
For markets in which Guerbet does not have direct operations
or a licensing agreement, it has agreements with distributors.
The main agreements cover Scandinavia, Eastern Europe,
Greece, Africa and the Middle East, Canada and some34

Guerbet • Universal Registration Document 2021

countries in South America, Asia and Oceania. These
distributors are now joined by a network of companies
dedicated to providing after-sales services for injectors.

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

2
CORPORATE GOVERNANCE
2.1

Report of the Board of Directors
on corporate governance

36

2.2

Board of Directors

36

2.2.1 Composition of the Boardof Directors
2.2.2 Operation and powersof the Board of Directors

2.3

2.4

2.4.4 Compensation of Deputy
Chief Executive Officer
Philippe Bourrinet

73

2.4.5 Compensation of the Directors

75

36

2.4.6 Equity ratios

76

77

58

2.2.3 Organization of the workof the Board of Directors
and the Committees

2.4.7 Annual changes incompensation and company
performance59

2.2.4 Assessment of the Board of
Directors and its Committees

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

78

61

General Management62

2.3.1 Chief Executive Officer

62

2.4.9 Stock option and performance
share plans for company
officers

78

2.3.2 Deputy CEO – Chief Pharmacist

62

2.5

2.3.3 Executive Committee

63

Exceptions to the Afep-Medef
Code

80

Compensation of company
officers

2.664Agreements referred toin Article L. 225-37-4-2°of the French Commercial Code

80

2.7

Delegations of authority
regarding capital increases

80

2.8

Provisions in the articles
of association relating
to General Meetings

81

2.9

Factors that could havean impact in the eventof a takeover or exchange
offer referred to in Article
L. 225-37-5 of the French
Commercial Code82

2.4.1 Company officer compensation
policy64

2.4.2 Compensation of the
Chairperson of the Boardof Directors, Marie-Claire
Janailhac-Fritsch69

2.4.3 Compensation of the Chief
Executive Officer, David Hale71

Guerbet • Universal Registration Document 2021

35

2

CORPORATE GOVERNANCE
Report of the Board of Directors on corporate governance

2.1

Report of the Board of Directors on corporate governanceIn accordance with Article L. 225-37, paragraph 6 of theFrench commercial code, we are pleased to present to you thereport of the Board of Directors on Guerbet’s corporate
governance. In particular, this report gives an account of thecomposition, conditions for preparation and organization of theBoard’s work, the organization of the General Management,
as well as the principles and rules for determining thecompensation and benefits of any kind granted to the company
officers. This report was approved by the Board of Directors on
March 23, 2022.
Guerbet has adopted the Corporate Governance Codepublished by Afep-Medef (French Association of Private-Sector
Companies/French Business Confederation). Any deviations

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

2.2

Board of Directors

2.2.1

Composition of the Board of Directors

2.2.1.1

General principles governing
the composition of the Boardof Directors

The operation of the Board of Directors is governed by theCompany’s articles of association and the law. It also hasinternal regulations that clarify and supplement the procedures
governing its operation and the operation of its Committees.
The articles of association and the internal regulations areavailable on the Guerbet group’s website (under “Investors” –“Corporate Governance” section).
The main principles governing the composition of the Board of
Directors are as follows:• the Board of Directors is composed of: i) three (3) toeighteen (18) Directors appointed by the Ordinary General
Meeting and ii) one (1) to two (2) Directors representing theemployees, elected from and by the staff of the Company
and that of its direct or indirect subsidiaries whose head
office is located on French territory depending on whether
the Board of Directors is composed of fewer than eight (8)Directors or more than eight (8) Directors. It should be notedthat in accordance with French Law No. 2019-486 of May
22, 2019, on business growth and transformation, the36from this Code are referred to in the summary table at the endof this report. This Code is available at https://afep.com/wpcontent/uploads/2020/01/Code-Afep_Medef-r%C3%A9vision-janvier-2020_-002.pdf.

Guerbet • Universal Registration Document 2021

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

CORPORATE GOVERNANCE
Board of Directors

2.2.1.2

Current composition of the Board of Directors

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

Position Independence

Marie-Claire
Janailhac-Fritsch

Appointment
Ethics,and Governance, Strategy and
Audit Compensation
and CSR
Innovation Date of first
Committee
Committee
Committee
Committee appointment End of term

Chairperson

Yes

Director

No

Employee
Board
memberNo

Mark Fouquet

Director

No

Éric Guerbet

Director

No

MemberMemberDidier Izabel

Director

Yes Chairperson

MemberMemberCéline Lamort

Director

No

Nicolas Louvet

Director

No

Marc Massiot

Director

No

Claire MassiotJouault

Director

No

MemberJean-Sébastien
Raynaud

Employee
Board
memberNo

MemberThibault Viort

Director

Yes

Carine(a)Dagommer
Olivier Fougère(b)MemberMemberChairperson

May 27,2023 GM2011
2023 GM(a)MemberMemberMemberMemberMemberChairperson

MemberChairperson

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

Member(b)2026 GM
2023 GM2

2026 GM
2027 GM
2022 GM
2027 GMMay 24,2025 GM2013
October27, 2020

MemberNovember24, 2023

October
26, 2026

May 19,2023 GM2017(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 accordance with
Article L. 225-34 of the French commercial code and French Decree No. 2020-1359 of November 5, 2020, art. 5.

Marie-Claire Janailhac-Fritsch has chaired the Board since
September 30, 2013.
Michel Guerbet is honorary Company Chairperson.
In view of its reference shareholding structure, the Board of
Directors has a majority proportion of Directors representing theShareholder Agreement. In general, the Board of Directors andthe Appointment and Compensation Committee seek tobalance the composition of the bodies in the selection of
Directors and to pursue a strong diversity policy. This isreflected in the following factors monitored annually by
the Board:• 40% women on the Board and a balanced representationof women and men on each Committee. The Board of
Directors is chaired by Marie-Claire Janailhac-Fritsch, who
also chairs the strategy and innovation Committee;• 54 years old on average; one third of the directors
are under 50 years old, one fourth are between 50 and
59 years old, and 40% are 60 or over;• a diversity of skills and professional experience to best meetits needs and carry out its work:

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Board of Directors

COMPETENCE OF THE BOARD OF DIRECTORS% Board members with this skill

Finance
General management, strategy, investments
SKILLS

42%

International

50%

Research, development, innovation50%

Knowledge of the healthcare market

50%

Project management
Cybersecurity, information systems, and digital

The Directors have been appointed for a six-year term, in
accordance with the law and the articles of association. Notethat the Afep-Medef Code’s recommendation that Directors’
terms of office should last for four years has not been adopted.
The Company strives to meet the criteria of the Afep-Medef
Code whenever this is compatible with its organizational
structure and operating procedures. However, due to theCompany’s size, its capital-intensive nature, and the Board’s
desire to adopt a long-term perspective while drawing on pastexperience, it has decided not to follow this recommendation.

2.2.1.3

Director Declarations

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

Conflicts of interest
In 2021, the Board of Directors was not informed of any
potential conflict of interest that would prevent the performanceof a director’s duties throughout the year. General declarationsof non-conflict of interest are made in writing and signed byeach Director each year, in accordance with the conflictof interest management procedure validated by the Boardof Directors.
During the year, one director had a conflict of interest withregard to a matter dealt with by the Board of Directors andsubject to a decision by it. The director in question did not takepart in the discussion or the decision on this matter.

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

38

100%

33%

Guerbet • Universal Registration Document 2021

58%
17%

Internal procedure of regulated agreements
and “open” agreements
The Procedure was established in accordance with:i) the regulations applicable to open and regulatedagreements and commitments, as in force following thepromulgation of French No. 2019-486 of May 22,
2019, known as the PACTE Law;ii) the recommendations of the Autorité desFinanciers. The purpose of the Procedure is to:

Marchés

a. recap the regulatory framework applicable to regulatedagreements and commitments and clarify the methodology
applied internally to describe the various agreements
entered into; andb. implement, in accordance with the provisions of Article
L. 22-10-12 of the French Commercial Code, a
procedure for regularly assessing open agreements.
The Procedure was approved by Guerbet’s Board of Directors
on March 24, 2020, and is available on Guerbet’s website.

2.2.1.4

Independent Directors

Each year, after consulting the Appointment and Compensation
Committee, the Board of Directors reviews the individual
situation of each Director with regard to all the independence
rules of the Afep-Medef Code (Article 9). The Code considersa Director independent “where the Director has no ties of any
kind to the Company, its Group or its Management that might
compromise the independent exercising of his or her judgment.
The term “Independent Director” therefore refers to any nonexecutive officer of the Company or its Group who has no links
of particular interest (significant Shareholder, employee, other)with them.” In view of these criteria, at its meeting on
December 16, 2021, and on the recommendation of the
Appointment and Compensation Committee, the Board of
Directors deemed that the three Independent Directors are still
eligible for such status. They are Marie-Claire Janailhac-Fritsch,
Chairperson of the Board of Directors, Didier Izabel,
Chairperson of the Audit Committee, and Thibault Viort,
Chairperson of the Appointment and Compensation
Committee.

CORPORATE GOVERNANCE
Board of Directors

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

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

Criterion 1

Criterion 2

Criterion 3

Criterion 4

Criterion 5

Criterion 6

Criterion 7

CompliantCompliantCompliantCompliantCompliantCompliantCompliantCompliantCompliantCompliantCompliantCompliantCompliantCompliantCompliantCompliantCompliantCompliantCompliantCompliantCompliant

Carine Dagommer

CompliantCompliantCompliantCompliantCompliantCompliantMark Fouquet

CompliantCompliantCompliantCompliantCompliantCompliantÉric Guerbet

CompliantCompliantCompliantCompliantCompliantCompliantCéline Lamort

CompliantCompliantCompliantCompliantCompliantCompliantNicolas Louvet

CompliantCompliantCompliantCompliantCompliantCompliant

Marc Massiot

CompliantCompliantCompliantCompliantCompliantCompliantClaire Massiot-Jouault

CompliantCompliantCompliantCompliantCompliantCompliantOlivier Fougère(director representing the employees)
Jean-Sébastien Raynaud(director representing the employees)

Noncompliant
Noncompliant

CompliantCompliantCompliantCompliantCompliantCompliantCompliantCompliantCompliantCompliantCompliantCompliant2

Independent Directors
Marie-Claire Janailhac-Fritsch
Didier Izabel
Thibault Viort
Non-independent Directors
Noncompliant
Noncompliant
Noncompliant
Noncompliant
Noncompliant
Noncompliant
Noncompliant

As of December 31, 2021, 30% of the Board of Directors were independent (employee Board member are not included in thiscalculation in accordance with the Afep-Medef Code).

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2.2.1.5

Changes to the Board of Directors
during the 2021 fiscal year

On March 24, 2021, the Board of Directors accepted theresignation of Ms. Isabelle Raynal from her position as an
employee Board member and her replacement by her
alternate, Mr. Olivier Fougère.

2.2.1.7

The 2021 General Meeting reappointed Ms. Céline Lamortand appointed a new director, Marc Massiot.

The terms of office of the other Directors will expire at thefollowing General Meetings:

On September 22, 2021, the Board of Directors co-opted a
new director, Carine Dagommer, to replace Marion Barbier,
who resigned.

2023 GM

Carine Dagommer
Éric Guerbet
Marie-Claire Janailhac-Fritsch
Thibault Viort

2025 GM

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

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

2026 GM

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

2027 GM

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Expiring terms of office

The term of office of Mr. Nicolas Louvet will expire at theGeneral Meeting to be held on May 20, 2022.

Training and integration of directors

2.2.1.640

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

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

CORPORATE GOVERNANCE
Board of Directors

2.2.1.8

Offices and positions held by members of the Board of Directors

As of December 31, 2021, the Board of Directors consisted of the following members:

Marie-Claire JANAILHAC-FRITSCHCHAIRPERSON OF THE BOARD OF DIRECTORS
Independent
CAREER HISTORY• Consultant in the cosmetics sector at Hellébore since 2003
• Professional activity in the cosmetics industry since 1987; creation, development andsale of start-ups in this field
Date of birth:
July 3, 1955
Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte – France
First appointment to the Board:
May 27, 2011
Date of last reappointment:
May 19, 2017
End of term of office:2023 General Meeting• Sales and marketing positions held in the pharmaceutical industry at Eurorga and Smith
Kline from 1978 to 1987
• Member of the Institut français des administrateurs (French Institute of Directors) since2007 and member of the IFA Training Commission from 2007 to 2013

2

EDUCATION• HEC Paris 1978

Current offices held
AT GUERBET• Chairperson of the Board of Directors• Chairperson of the Strategy and Innovation Committee• Audit Committee member• Member of the Appointment and Compensation Committee
2021 meeting attendance rate

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

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

Current offices held in foreign companies
None

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

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Marion BARBIER
DIRECTOR

Non-independent: member of the Guerbet family
CAREER HISTORY• Partner in the law firm Bird&Bird since 2000
• Lawyer at the law firm Jeantet & Associés from 1984 to 2000
Date of birth:
October 14, 1958
Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte – France
First appointment to the Board:
July 27, 2011
Date of last reappointment:
May 19, 2017
End of term of office:2023 General Meeting, end of termon September 20, 2021

EDUCATION• Graduate of Panthéon-Sorbonne University in international law• Admitted to the Paris Bar

Current offices held
AT GUERBET• Director• Chairperson of the Ethics, Governance, and CSR Committee• Member of the Appointment and Compensation Committee
2021 meeting attendance rate

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

Current offices held in French companies
Manager of SCI Les Fous de Kerio

Current offices held in foreign companies
None

Offices held over the last five years
FRENCH COMPANIESNoneFOREIGN COMPANIESNone
Marion Barbier resigned from her office on September 20, 2021. This is reflected in the attendance rates shown.

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CORPORATE GOVERNANCE
Board of Directors

Carine DAGOMMER
DIRECTOR

Non-independent: member of the Guerbet family
CAREER HISTORY• Marketing management functions in the Uriage, Puressentiel, and Nuxe dermo-cosmeticlaboratories (Paris) since 2018
• Head of sales and marketing – Valeur Absolue Parfums (Geneva) 2014-2015
Date of birth:
July 10, 1970
Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte – France• 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
EDUCATIONFirst appointment to the Board:
September 22, 2021

• Master 2 (DESS) International Business (Université R. Schuman, Strasbourg)

Date of last reappointment:
Not applicable

Current offices held

End of term of office:2023 General Meeting• Director

2• ESSEC Global BBA
AT GUERBET

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 last five years
FRENCH COMPANIESNoneFOREIGN COMPANIESNoneCarine Dagommer was co-opted by the Board of Directors on September 21, 2021, following Marion Barbier’s resignation. This isreflected in the attendance rate of the Board of Directors.

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Olivier FOUGÈREDIRECTOR REPRESENTING THE EMPLOYEES
Non-independent: Guerbet employee
CAREER HISTORY• Shared position as manager of the Deliver program in R&I (2021)• Research Specialist (since 2017)• Scientific Officer (2011)
Date of birth:
September 29, 1964
Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte – France• Chemical Technician in R&DI (1989-2011)
EDUCATION• Master’s degree in chemistry (Faculté de Poitiers)• Qualified expert in radiation protection

Current offices held

First appointment to the Board:
March 24, 2021

AT GUERBET

Date of last reappointment:
Not applicable• Member of the Strategy and Innovation Committee

End of term of office:November 24, 2023

Board of Directors: 100%

• Director representing the employees
2021 meeting attendance rate

Strategy and Innovation Committee: 100%

Current offices held in French companies
None

Current offices held in foreign companies
None

Offices held over the last five years
FRENCH COMPANIESNoneFOREIGN COMPANIES

None

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CORPORATE GOVERNANCE
Board of Directors

Mark FOUQUETDIRECTOR

Non-independent: member of the Guerbet family
CAREER HISTORY• Corporate Secretary, assisting with and arranging industrial and financial partnerships at
MGF Easybike from 2011 to 2016
Date of birth:
July 6, 1959

• Financial engineering key account manager for Paris and Abidjan at Maréchal &Associés Finance, from 2010 to 2011
• CEO and Partner, consultant in financial engineering and arranging financial deals at
FG Partner SAS from 2007 to 2010

Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte – France• Consultant in financial engineering and arranging financial deals at Simpl-Fi from 2003
to present

First appointment to the Board:
May 23, 2014

EDUCATION

Date of last reappointment:
May 29, 2020

Current offices held

End of term of office:2026 General Meeting• Seller of French and European equities to institutional clients and IPO financing at KBC
Securities France from 1999 to 2003

2

• European Business School

AT GUERBET• Director• Audit Committee member• Member of the Strategy and Innovation Committee
2021 meeting attendance rate

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

Current offices held in French companies• CEO of Simpl-Fi• Lucibel SA (listed on Euronext Growth, Paris), end of term June 30, 2021

Current offices held in foreign companies
None

Offices held over the last five years
FRENCH COMPANIES• Chairperson of the Supervisory Board of Terranere – Ixow (end of term in 2016)• Chairperson of Calenzane (end of term in 2016)• Chairperson of SAS Xelos (end of term in 2016)
FOREIGN COMPANIESNone

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Board of Directors

Éric GUERBETDIRECTOR

Non-independent: member of the Guerbet family
CAREER HISTORY• Head of the IT Global Regulatory & Transaction Reporting program at BNP Paribas –Corporate & Institutional Banking – Global Markets (Paris) since June 2021
Date of birth:
August 4, 1976

• Head of the IT Global P&L (Profit & Loss) program at BNP Paribas – Corporate &Institutional Banking – Global Markets (Paris) 2016-2021• Head of the IT Murex BO Settlement/Interest Rate & Credit Derivatives program at BNPParibas – Corporate & Institutional Banking – Global Markets (Paris) 2010-2015

Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte – France• IT Project Manager at BNP Paribas (London) from 2003 to 2009First appointment to the Board:
May 19, 2017

• Information Systems Engineer (ESME engineering school)

Date of last reappointment:
Not applicableEnd of term of office:2023 General Meeting• IT Project Manager at BNP Paribas (Singapore) from 2000 to 2003
EDUCATION

Current offices held
AT GUERBET• Director• Member of the Strategy and Innovation Committee• Member of the Appointment and Compensation Committee
2021 meeting attendance rate

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

Current offices held in French companies
None

Current offices held in foreign companies
None

Offices held over the last five years
FRENCH COMPANIESNoneFOREIGN COMPANIES

None

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CORPORATE GOVERNANCE
Board of Directors

Didier IZABELDIRECTOR

Independent
CAREER HISTORY• Senior Partner at Axys Finance since 2009
• Managing Director at Group Banca Leonardo (2006-2009)• Partner at Toulouse & Associés (2003-2006)
Date of birth:
December 6, 1955

• Head of Mergers and Acquisitions at Compagnie Financière Edmond de Rothschild(1994–2003)

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

First appointment to the Board:
May 23, 2014

Ministry for Industry:• General Directorate for Industry, in charge of the Pharmaceutical Industry (1985-1989)• Provence-Alpes-Côte d’Azur Region DRIR (Regional Directorate for Industry andResearch), in charge of the Industrial Environment (1982–1985)

2

EDUCATION

Date of last reappointment:
May 29, 2020

• École polytechnique (1976)

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

Current offices held
AT GUERBET• Director• Chairperson of the Audit Committee• Member of the Appointment and Compensation Committee• Member of the Strategy and Innovation Committee
2021 meeting attendance rate

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

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

Current offices held in foreign companies
None

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

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Board of Directors

Céline LAMORTDIRECTOR

Non-independent: member of the Guerbet family
CAREER HISTORY• Director of Operations at Cartamundi from 2021
• Head of strategic projects at Barry Callebaut from 2016 to 2021
Date of birth:
March 30, 1982
Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte – France
First appointment to the Board:
May 29, 2015
Date of last reappointment:
2021 General Meeting
End of term of office:2027 General Meeting• Head of Operations in the Food and Crop Protection division of Royal DSM N.V. from2013 to 2016
• Head of Supply Chain in the Food and Crop Protection division of Royal DSM N.V.
from 2011 to 2013
• Head of Logistics at Royal DSM N.V. in 2011
• Head of continuous improvement/operational excellence projects at Royal DSM N.V.
from 2008 to 2011
• Process Engineer at Royal DSM N.V. from 2006 to 2008
EDUCATION• IFA/Sciences Po Paris – Company Director Certificate• Unitech International Program• École Nationale Supérieure de Chimie de Paris (ENSCP)

Current offices held
AT GUERBET• Director• Audit Committee member• Member of the Ethics, Governance, and CSR Committee
2021 meeting attendance rate

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

Current offices held in French companies
None

Current offices held in foreign companies
None

Offices held over the last five years
FRENCH COMPANIESNoneFOREIGN COMPANIES

None

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CORPORATE GOVERNANCE
Board of Directors

Nicolas LOUVETDIRECTOR

Non-independent: member of the Guerbet family
CAREER HISTORY• Head of the BU improvement plan at Yazaki Europe Limited since 2013
• Head of component key accounts at Yazaki Europe Limited from 2012 to 2015
Date of birth:
June 27, 1976
Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte – France• 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)First appointment to the Board:
May 27, 2016

Current offices held

Date of last reappointment:
Not applicable• Director

End of term of office:2022 General Meeting• Member of the Strategy and Innovation Committee

2

AT GUERBET• Chairperson of the Ethics, Governance, and CSR 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 last five years
FRENCH COMPANIESNoneFOREIGN COMPANIESNone

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Board of Directors

Marc MASSIOTDIRECTOR
Non-independent: member of the Guerbet family
CAREER HISTORY• Founding Director, Enaxante, Business consulting in the health sector (since 2007)• Director, Espace Santé Saint-Bernard – Physiotherapy, Osteopathy, Sports Health (since2017)
Date of birth:
August 27, 1961
Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte – France
First appointment to the Board:
May 28, 2021
Date of last reappointment:
Not applicableEnd of term of office:2027 General Meeting• Chief Executive Officer, Indiba France, medical device manufacturing (2013–2016)• Director or Training and Evaluation, Executive Committee member, LPG System, medical
device manufacturer (2000–2007)• Member of the high council of paramedical professions (MK Commission) with the
French ministry of health (1996-2000)• Instructor, Institut de Formation des Cadres de Santé at CRF and in the Paris and Rouen
FMK• Publications of books, articles, and communications in health and human sciences
EDUCATION• EM Lyon Business School – LLL: General Management & Budget program (2007)• Research master’s degree in Education Sciences, Université de Provence, Aix-Marseille
1 (2006)• Health executive diploma (1993), Osteopathy degree (1992), State diploma inphysiotherapy (1984)

Current offices held
AT GUERBET• Director• Secretary of the Shareholders’ Agreement
2021 meeting attendance rate

• Board of Directors: 100%

Current offices held in French companies• Manager of Société Enaxante SARL
• Co-manager of Société Civile RFDC

Current offices held in foreign companies
None

Offices held over the last five years
FRENCH COMPANIESNoneFOREIGN COMPANIESNoneMarc Massiot joined the Board of Directors in May 2021. This is reflected in the attendance rate of the Board of Directors.

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CORPORATE GOVERNANCE
Board of Directors

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

2• Advanced diploma in hospital pharmacy – Paris V• Master’s degree in biological and medical sciences – Paris VI• PhD in pharmacy – René-Descartes University – Paris V

Current offices held
AT GUERBET• Director• Member of the Appointment and Compensation Committee• Member of the Strategy and Innovation Committee
2021 meeting attendance rate

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

Current offices held in French companies
Manager of non-commercial partnership RFDC

Current offices held in foreign companies
None

Offices held over the last five years
FRENCH COMPANIESNoneFOREIGN COMPANIESNone

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Isabelle RAYNALDIRECTOR REPRESENTING THE EMPLOYEES
Non-independent: Guerbet employee
CAREER HISTORY• Director of Strategic Projects, Guerbet, since 2018
• Portfolio Manager and Project Manager in Strategic Projects, Guerbet (2011-2017)
Date of birth:
May 3, 1968
Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte – France• R&D Program Manager (Central Nervous System, Oncology) and Analytical Chemistry
Specialist in Research/Innovation at Guerbet (1995–2011)• Engineer and PhD student in life sciences at CEA Saclay (1992-1994)
EDUCATION• PhD in pharmaco-chemistry (Faculty of Pharmacy – Paris V)• ESPCI-Paris Tech engineering degree

First appointment to the Board:
November 25, 2017

Current offices held

Date of last reappointment:
Not applicable• Director representing the employees

End of term of office:November 24, 2023, end of termon March 24, 2021

AT GUERBET• Member 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 last five years
FRENCH COMPANIESNoneFOREIGN COMPANIES

None

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CORPORATE GOVERNANCE
Board of Directors

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

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

Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte – France• Road construction and maintenance engineer, LCPC, on analysis of materials by MRI,
Paris (2000)• MRI Specialist in the Research and Innovation Division, Guerbet S.A. (2002-2012)

EDUCATIONFirst appointment to the Board:
October 27, 2020

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

Date of last reappointment:
Not applicable

AT GUERBETEnd of term of office:October 26, 2026

• Member of the Appointment and Compensation Committee

2

Current offices held
• Director representing the employees
2021 meeting attendance rate

• Board of Directors: 87%• Appointment and Compensation Committee: 100%

Current offices held in French companies
None

Current offices held in foreign companies
None

Offices held over the last five years
FRENCH COMPANIESNoneFOREIGN COMPANIESNone

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CORPORATE GOVERNANCE
Board of Directors

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

• Creation and development of several companies (Novao, Abileo, Ysance, IsCool,
Actimos, LaTeam AI)

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

First appointment to the Board:
May 19, 2017

• Teaching at École Polytechnique and Sciences Po ParisEDUCATION• Information Systems Engineer (EPITA 1996)

Current offices held
AT GUERBET

Date of last reappointment:
Not applicable• Director

End of term of office:2023 General Meeting• Member of the Strategy and Innovation Committee• Chairperson of the Appointment and Compensation Committee• Audit Committee member• Member of the Ethics, Governance, and CSR Committee
2021 meeting attendance rate

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

Current offices held in French companies• Chairperson of FASAB SASU
• Chairperson of LATEAM AI SAS• Chairperson of SMACH SAS• Chairperson of Recruiters Club SAS• Director, CodingGame SA• Director, Studapart• Director, Swile (formerly LunchR)

Current offices held in foreign companies
None

Offices held over the last five years
FRENCH COMPANIES• Chairperson of the Board of Directors of Hotel Homes SAS (end of term in 2019)• Chairperson of the Managing Committee of NDH SAS (end of term in 2019)• Chairperson of the Supervisory Board of GEKKO SAS (end of term in 2020)• Chairperson of the Supervisory Board of VeryChic SA (end of term in 2020)• Chairperson of Dedge (end of term in 2020)
FOREIGN COMPANIES

None

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Guerbet • Universal Registration Document 2021

CORPORATE GOVERNANCE
Board of Directors

2.2.1.9

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

• Management of commercial initiatives and services across European companies in GE’s
Corporate Initiatives Group in 2000
• Product and service management at Milliken Textiles, Eastman Kodak,
and Ascom (Switzerland)• Project management at Boston Consulting Group in Germany

2

EDUCATION• MBA – Institute of Management Development (IMD), Switzerland• Degree in industrial and systems engineering – Georgia Institute of Technology (UnitedStates)Current offices held
AT GUERBET• Chief Executive Officer since January 1, 2020

Current offices held in French companies
None

Current offices held in foreign companies
None

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

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CORPORATE GOVERNANCE
Board of Directors

Pierre ANDRÉDEPUTY MANAGING DIRECTOR
Chief Pharmacist
Group Head of Quality, Technical Operations
CAREER HISTORY• Head of Quality, Technical Operations, Guerbet (since 2016)
Date of birth:
February 11, 1969
Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte – France
Appointed Deputy CEO
and Chief Pharmacist:
May 24, 2016
End of term on March 24, 2021

• Group Head of Quality, Regulatory Affairs and Regulatory Compliance – Member of theboard of the Technical/R&D Committee – Chief Pharmacist at FAMAR laboratories from2009 to 2016
• EMEA Quality Director and Chief Pharmacist at Capsugel/Pfizer laboratories from2004 to 2009
• International Quality Director at Johnson & Johnson Laboratories from 1999 to 2004
• Quality management functions at transfusion centers in France and at an R&D center in
the Netherlands, and director of a pharmaceutical distribution plant in France
EDUCATION• Transcultural Leadership – Insead, 2007–2008• Operational Excellence – Certified Six Sigma Black Belt in 2001
• Doctor of Pharmacy – Faculty of Pharmacy of Clermont Auvergne in 1996
• Master’s degree in Biological and Medical Sciences, 1995

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

Current offices held in French companies• Director of A3P (Association pour les Produits Propres et Parentéraux – Association forsterile parenteral products)

Current offices held in foreign companies
None

Offices held over the last five years
FRENCH COMPANIESNoneFOREIGN COMPANIES

None

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CORPORATE GOVERNANCE
Board of Directors

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

Date of birth:
October 29, 1968
Professional address:
Guerbet15, rue des Vanesses
93420 Villepinte – France
Appointed Deputy CEO
and Chief Pharmacist:
March 24, 2021

Guerbet :• Senior VP of Development, Medical & Regulatory Affairs (since January 2020)• Chief Pharmacist – Deputy Chief Executive Officer (since March 2021)• Head of Group Regulatory Affairs (2006–2019)• Head of Preclinical Development (1998–2019)• Development Project Manager (1997–2005)• Head of Pharmacokinetics, then Biological Screening (1994–1997)• Study director in Pharmacokinetics (1993-1994), UPSA

2

• Honorary Chair of the French Society of Toxicology
EDUCATION• Doctorate in Pharmacy 1992 – Université Paris V• DSP in Biodynamics and Biopharmacy 1993 – Université Paris V• Post-graduate diploma in Pharmacokinetics and Metabolism of Medicines 1993 –Université Paris XI

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

Current offices held in French companies
None

Current offices held in foreign companies
None

Offices held over the last five years
FRENCH COMPANIESNoneFOREIGN COMPANIESNone

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CORPORATE GOVERNANCE
Board of Directors

2.2.2

Operation and powers of the Board of Directors

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

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

Marie-Claire JANAILHAC-FRITSCH
Chairperson

P

Carine DAGOMMER (a)Director

Olivier FOUGÈRE (b)Director representing
the employees

Nicolas LOUVET
Director

Mark FOUQUET
Director

Marc MASSIOT
Director

P

Chair of the Committee

Audit Committee

P(a) Replacing Marion Barbier.
(b) Replacing Isabelle Raynal.

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Guerbet • Universal Registration Document 2021

Éric GUERBET
Director

Didier IZABEL
Independent Director

Céline LAMORT
Director

P

ClaireMASSIOT-JOUAULT
Director

Appointment andCompensation Committee

Jean-Sébastien
RAYNAUD
Director representing
the employees

Ethics, Governance,
and CSR Committee

Thibault VIORT
Director
indépendantP
Strategy andInnovation Committee

CORPORATE GOVERNANCE
Board of Directors

FIGURES ON THE BOARD OF DIRECTORS

4

12

40%

54

Committees of the Boardof Directors

women

directors

YEARS

average age

In 2021, the Board of Directors met nine times with anaverage attendance rate of 97%. The following people
participated in these meetings:• the Directors;

2

directors representing
the employees

15

meetings in 2021

30%
independent
directors

97%

Board meeting
attendance rate in 2021

Since the start of 2022, the Board of Directors has met threetimes, including to review the annual financial statements for the2021 fiscal year. In 2021, two meetings were held without
the CEO in attendance.

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

2.2.3

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

The Board of Directors met 15 times in 2021 and worked on:• financial topics (examination and approval of accounts,
budget);• strategy and growth operations topics;• monitoring of the Company’s risks;• appointment and human resources topics;• corporate social responsibility topics;• topics related to cybersecurity
information systems.

and

the

Company’s

The Board of Directors relies on the work of four Committees:
the Strategy and Innovation Committee, the Appointment andCompensation Committee, the Audit Committee and the Ethics,
Governance, and CSR Committee.
The Committees are forums for analysis and reflection. They
issue opinions and recommendations but are not decisionmaking bodies. They report on their work at each meeting of
the Board of Directors. The Directors have a digital platform forsecure access to the documents necessary to perform theirduties for the Board of Directors and its Committees.

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CORPORATE GOVERNANCE
Board of Directors

COMPOSITION OF THE COMMITTEES AT DECEMBER 31, 2021
AUDIT COMMITTEESTRATEGY AND INNOVATION COMMITTEE

Didier Izabel* (Chair)

Marie-Claire Janailhac-Fritsch* (Chair)Mark FouquetMarie-Claire Janailhac-Fritsch*
Céline Lamort
Thibault Viort*

Olivier FougèreMark Fouquet
Éric Guerbet
Didier Izabel*
Claire Massiot-Jouault
Nicolas Louvet
Thibault Viort*

APPOINTMENT AND COMPENSATION COMMITTEEETHICS, GOVERNANCE, AND CSR COMMITTEE

Thibault Viort* (Chair)

Nicolas Louvet (Chair)

Éric Guerbet
Didier Izabel*Marie-Claire Janailhac-Fritsch*
Claire Massiot-Jouault
Jean-Sébastien Raynaud

Céline Lamort
Thibault Viort** Independent Director.

2.2.3.1

Audit Committee

The Committee met five times in 2021. It is chaired by Didier
Izabel, Independent Director, and is composed of fivemembers. The Internal Regulations of the Board of Directors set
the minimum number of independent directors on theCommittee and provide that the Chairperson of the Audit
Committee must be an independent director. Note that theAfep-Medef Code’s recommendation providing that at least
two thirds of the Committee’s members should be Independent
Directors was therefore not complied with. This Committee
composition rule was not adopted due to the significant
proportion of members representing the Shareholder Agreementon the Board. However, with the inclusion of a new
independent director, the Audit Committee is now made up of
60% independent members.
In accordance with Article L. 823-19 of the French Commercial
Code, the Audit Committee, under the sole collective
responsibility of the Board’s members, oversees issues relating
to (i) the preparation and examination of the parent-company
financial statements and, where applicable, the consolidated
financial statements; (ii) the independence and objectiveness of
the Statutory Auditors, and (iii) the effectiveness of the internal
control, audit, and risk management systems. It makes arecommendation to the Board of Directors on the Statutory
Auditors, whose appointment and reappointment will be
proposed to the General Meeting. The Committee questions
the CEO, the CFO and the Statutory Auditors. It also regularly
questioned the Director of Internal Control, the Heads ofInternal Audit and Internal Control, and the Head of Risks.
In 2021, the Committee devoted its meetings in particular to:• an examination of the Company’s accounts;• internal audit topics (review of the previous year’s internal
audit, follow-up on the audit recommendations, andpresentation of internal audit reports);

60

Guerbet • Universal Registration Document 2021

• development and improvement of internal control;• analysis and control of the Group’s risks;• the audits and reports, review of independence, andreappointment of the Statutory Auditors.
The Audit Committee participation rate in 2021 was 100%.

2.2.3.2

Strategy and Innovation Committee

This Committee met five times in 2021. It is chaired by MarieClaire Janailhac-Fritsch, Chairperson of the Board of Directors
and Independent Director. It has eight members.
The mission of the Strategy and Innovation Committee is toprepare the work of the Board of Directors on topics of major
strategic interest, in particular the examination of medium-term
strategic directions, changes in the competitive environment,
the annual budget, the industrial strategy, research anddevelopment priorities and projects, investment, divestment,cooperation, and external growth operations, stock market
financial strategies, and compliance with major financialbalances. The agendas notably included:• the 2022-2026 medium-term plan;• the 2022 budget;• business Development plans;• the Augmented Intelligence strategy;• the Group’s development in certain regions, particularly in
the Asia-Pacific region;• discussions with healthcare professionals in the sector on
innovation topics.
The participation rate in the Strategy and Innovation Committee
in 2021 was 100%.

CORPORATE GOVERNANCE
Board of Directors

Since July 2020, the Committee has benefited from the insightof an advisory board made up of five experts from various
professional and international backgrounds.

2.2.3.3

Appointment and Compensation
Committee

The Committee met five times in 2021. It is chaired by Thibault
Viort, Independent Director, and is composed of six members.
The current proportion of Independent Directors on thisCommittee is 50%. The Afep-Medef Code’s recommendation
providing for a majority of Independent Directors on this Board
was therefore complied with. A director representing theemployees is a member of this Committee, as recommended
by the Afep-Medef Code.
The role of the Appointment and Compensation Committee is
to make recommendations or proposals to the Board of
Directors on:• appointment and reappointment of Directors andappointment, dismissal and compensation of the Chief
Executive Officer and the Deputy Chief Executive Officers;• the Group’s compensationcompensation policy;

policyandlong-term• the compensation policy for company officers;• succession planning for the Chief Executive Officer, senior
executives, and people holding key positions within theGroup.
The Committee specifically:

The participation rate in the Appointment and Compensation
Committee in 2021 was 100%.

2.2.3.4

Ethics, Governance, and CSR
Committee

The Committee met three times in 2021. It is chaired by
Nicolas Louvet, a Non-Independent Director.
This Committee prepares the work of the Board of Directors
with regard to ethics, governance and CSR within the Group.
As such, the Committee handles and monitors all issues
relating to:• compliance of the Company’s values, actions and projects
with social, legal and regulatory standards;• management integrity;• the definition of and compliance with good governancerules;• prevention of corruption and fraud and compliance with the
Ethics Charter;• the Company’s Articles of Association and the Internal
Regulations of the Board of Directors;• the CSR strategy and the implementation of CSR actions.
In general, the Committee also ensures that the Board and theBoard’s Committees are operating effectively.
The agendas covered:• formulation and deployment of the company’s corporate
purpose;• made recommendations for reappointment of current
directors and appointment of new directors;• the Group’s draft Climate Strategy;• reviewed the priorities of the Human Resources Department’s
road map;• compliance issues, especially anti-corruption;• established a new performance bonus share allocationplan;• revision of the Internal Regulations.

• specified the succession plan for members of the Executive
Committee;

2• the mid-term review of the Group’s CSR road map;
• deployment of the Ethics Charter within the Group;
The participation rate in the Ethics, Governance, and CSR
Committee in 2021 was 100%.

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

2.2.4

Assessment of the Board of Directors and its Committees

2.2.4.1

Assessment of the Board of Directors

The Board of Directors conducted a self-assessment of its
operations and work this year. It was carried out using an
online questionnaire sent by the Corporate Secretary of theBoard at the end of the year to the Board members and to therepresentatives of the Social and Economic Committee to theBoard. This detailed questionnaire, with open and closed
questions, allows participants to explain their answers and add

comments. It covers the operation of the Board of Directors, its
work, and the training and responsibilities of the directors. The
self-evaluation includes a review of the past year and the
responses to objectives set at the beginning of the year. Lastly,
it looks ahead to the coming year with questions about theobjectives for the Board and the topics to be explored further.
The reporting on this evaluation took place at the Board
meeting of December 16, 2021.

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CORPORATE GOVERNANCE
General Management

The Board’s operation and governance practices wereassessed as very satisfactory. Among the strengths identified
were truly independent governance, recognition of thecontribution of the Board’s secretarial function, the work of theCommittees, and the significant involvement of the
Chairperson. However, one area for improvement isrebalancing between presentation time and discussion time.
The dashboard for monitoring the company’s key indicators is
an appreciated internal tool that meets the Board’s
expectations. The directors would like to enhance theirknowledge of the competitive environment and to have regularfollow-ups on developments in the company’s various sectors ofactivity.
In the internal self-assessment questionnaire, the Directors also
identified topics to be addressed and dealt with:• the medium-term plan and deployment of the Group’s
strategy, including risks and opportunities, areas of internal
development, external growth, AI strategy, and the mediumand long-term industrial strategy;• monitoring of major strategic actions (such as developmentin Asia and the Transformation, etc.);

2.3

General Management

2.3.1

Chief Executive Officer

David Hale, appointed on January 1, 2020, served as Chief
Executive Officer, a position separate from Chairperson of theBoard of Directors, throughout the 2021 fiscal year.
In accordance with the provisions of the French Commercial
Code and the Company’s articles of association, Guerbet’sChief Executive Officer is appointed by the Board of Directors
on the proposal of the Appointment and Compensation
Committee. This officer may be dismissed at any time by the
Board of Directors.
Pursuant to Article L. 225-56 of the French Commercial Code,the CEO has the broadest powers to act in all circumstances

2.3.2

2.2.4.2

Assessment of the Committees

For the third year, each Board Committee conducted its own
self-assessment using specific questionnaires sent to themembers of each Committee.
In general, Director attendance at Committee meetings is very
high (100% for all the Committees in 2021). Each Committee
member has been particularly active and effective, contributing
according to his or her expertise.
The self-assessment of each Committee indicates a high level ofsatisfaction with the appropriateness of the Committees’
composition, with regard to both the number of members andcompetencies and the allocation of roles. The role of some ofthese committees will be strengthened, in particular the Ethics,
Governance, and CSR Committee. The Directors then outlined
the priority themes to be explored by each Committee.

on the Company’s behalf. The Chief Executive Officer’s powers
are exercised within the scope of the corporate purposes andsubject to those powers expressly granted to Shareholders’meetings and to the Board of Directors by law. The CEO
represents the Company in its relations with third parties.
The provisions relating to the CEO’s compensation, detailingthe rules and principles for determining the CEO’scompensation and the compensation paid and awarded
during the 2021 fiscal year, are specified in section 2.4 ofthis report.

Deputy CEO – Chief Pharmacist

On the proposal of the CEO, the Board of Directors may
appoint a Deputy CEO to assist the CEO in performing his
duties. Pursuant to Articles L. 5124-2 and R. 5124-34 of theFrench public health code, the Company has a Chief
Pharmacist with the role of Deputy CEO, whose duties are
performed with the same authority as the CEO with respect tothird parties.
In accordance with the provisions of the law on simplification,clarification, and modernization of corporate law of July 19,
2019, amending Article L. 225-53 of the French Commercial
Code, Article 14 of the Company’s articles of association wasamended to specify that in the event of the appointment of a
Deputy Chief Executive Officer, the Board of Directors shall62• governance (succession of the Chairman of the Board of
Directors, who does not wish to serve a third term beyond
2023, and balance within the Board and the Committees).

Guerbet • Universal Registration Document 2021

determine a selection process that guarantees the presence ofat least one person of each sex among the candidates until theend of the process.
This officer may be dismissed at any time by the Board of
Directors.
Pierre André has held the position of Deputy CEO – Chief
Pharmacist since June 1, 2016. Due to his resignation from thecompany, Pierre André’s term of office ended on March 24,
2021. Philippe Bourrinet was appointed Deputy Chief
Executive Officer – Chief Pharmacist by the Board of Directors
on March 24, 2021.

CORPORATE GOVERNANCE
General Management

The Deputy CEO receives compensation for performing theduties of Chief Pharmacist. Pierre André had an employment
contract for which he received compensation as Group Headof Quality, Technical Operations. Philippe Bourrinet has an
employment contract for which he receives compensation as
Head of Development and Medical and Regulatory Affairs.

2.3.3

The provisions relating to the Deputy CEO’s compensation,
detailing the rules and principles for determining the CEO’scompensation and the compensation paid and awarded
during the 2021 fiscal year, are specified in section 2.4 ofthis report.

Executive Committee

Guerbet’s Executive Committee is chaired by the Chief
Executive Officer and includes the Directors of the main
operational and financial functions of Guerbet. The Executive
Committee meets once a month.
This body supports the Chief Executive Officer in implementing
the strategy defined by the Board of Directors, and provides
operational guidance for decision-making. Its main tasks are as
follows:• determine the Group’s budget lines according to themedium-term strategic priorities determined with the Board of
Directors;

David Hale
Chief Executive Officer

Jean-François Blanc
Senior Vice President,Interventional Imagin

Sarah Dayre
Senior Vice President,
Technical Operations andInterim Chief Pharmacist

Gitte Hesselholt
Senior Vice President,
Commercial Operations –Americas & EMEA

• propose annual qualitative and quantitative objectives to theBoard of Directors;• guide and monitor operational performance;• issue opinions on the Company’s guidelines and decide on
reallocations of resources if necessary;• manage critical risks.
As of December 31, 2021, the members of the Executive
Committee are:2

Philippe Bourrinet
Senior Vice President,
Development, Medical &Regulatory Affairs andGroup Chief Pharmacist

Valérie Brissart
Senior Vice President,
Diagnostic Imaging

Mathieu Élie
Senior Vice President,
Commercial Operations –Asia-Pacific

Jérôme Estampes
Chief Financial Officer andSenior Vice President, Business
Development and Licensing

François Nicolas
Senior Vice President,
R&D and R&I, andChief Digital Officer

Pétra Zalabak
Senior Vice President,
Human Resources
and Corporate Social
Responsibility

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CORPORATE GOVERNANCE
Compensation of company officers

2.3.3.1

Equality on the Executive Committee

Guerbet is committed to the implementation of a genderequality policy in its Executive Committee and more broadly
within its senior management. The Executive Committee iscomposed of 40% women and 60% men.

2.4

Compensation of company officers

2.4.1

Company officer compensation policy

The information set forth below is part of the compensation
policy for company officers established in accordance with
Article L. 225-37-2 of the French Commercial Code. This
policy describes all the components of the fixed, variable, and,
where applicable, exceptional compensation of Guerbet’s
company officers, including its Chairperson of the Board of
Directors, its Chief Executive Officer, its Deputy Chief Executive
Officer, and its Directors, and explains the decision-making
process for its determination, review and implementation.
The payment and award in year N of the variable
compensation components for fiscal year N-1, which are set
out below, are conditional on the approval by the Ordinary
General Meeting in year N of the compensation components
for the company officer concerned under the conditions
provided for in Article L. 225-100 of the French Commercial
Code.
The compensation policy applicable to company officers isdetermined by the Board of Directors on the basis ofrecommendations made by the Appointments andCompensation Committee and is reviewed annually. Guerbet’s
Appointments and Compensation Committee has no corporate
officers and is composed of a majority of independent Directors
and chaired by one of them in accordance with therecommendations of Article 18.1 of the Afep-Medef code on
the composition of this committee.
The Committee may call upon external advisors specializing inexecutive compensation.
The Board of Directors ensures that the compensation policy isappropriate for the Company’s strategy and context and aims
to promote its performance and competitiveness in the short,medium, and long term. It is based on the following principles:• compliance with the recommendations of the Afep-Medef
Code;• consistency with compensation policies within the market inorder to remain competitive. Benchmarks are periodically
produced to measure compensation levels and structures
against panels of comparable companies in the healthcare
sector;64

The addition of new Executive Committee members increased
the diversity of its members, both in terms of nationality andage, and improved the gender balance.

Guerbet • Universal Registration Document 2021

• overall consistency, reviewed annually, to respect the
principle of balance between the various compensation
components (annual fixed, annual variable, multi-year
variable) and in view of the compensation in force in
the Company;• a concern for attractiveness and retention to attract,
motivate, and retain talent, while taking into account therequirements of stakeholders, including shareholders, interms of social and environmental responsibility,transparency, and performance;• an alignment of performance conditions with the Company’s
interests and objectives in terms of sustainable and profitable
growth in the short, medium, and long term;• transparency and clarity of the compensation policy.
The Appointments and Compensation Committee ensures thatthese principles are correctly applied in connection withrecommendations to the Board of Directors, both in thedevelopment of the compensation policy and in its
implementation and in the establishment of the amounts orvaluations of compensation or benefits.
The compensation policy for corporate officers, in particular
their variable compensation, is part of the Company’s short-,
medium-, and long-term strategy. The objectives for the Chief
Executive Officer are based on the Company’s medium- andlong-term strategic plans. The annual variable compensation
criteria are the short-term (one year) version of the objectives ofthe medium- and long-term strategic plan. The Chairperson of
the Board does not receive variable compensation. The Deputy
Chief Executive Officer may receive variable compensation for
the employment contract and not for the corporate office.
The performance criteria for determining multi-year variable
compensation are set out in the medium- and long-term
strategic plans.
The criteria for awarding compensation are determined inorder to be consistent with the corporate interest of the Guerbet
group and to help ensure its sustainability. The compensation of
corporate officers also depends on their responsibilities, theresults achieved, and the work completed. It depends,
particularly for the Chief Executive Officer and the Deputy Chief
Executive Officer, on the type of duties entrusted to them, or on
exceptional situations.

CORPORATE GOVERNANCE
Compensation of company officers

In addition, to make sure that the compensation is competitive,
the principle of Comparability is also applied so that theawarded compensation can be compared with the reference
market of healthcare. A benchmark was established in 2020
for the Chief Executive Officer and members of the Executive
Committee. Changes in the compensation of corporate officers
are decided in accordance with the labor policy and thecompensation policy applicable to all employees, including
other executives and employees of the Company.

2.4.1.1

Policy on compensationof the Chairperson of the Boardof Directors

Compensation structure
The Chairperson of the Board of Directors receives totalcompensation consisting of:• fixed compensation for serving as Chairperson;• compensation for her activity as a director;• group welfare insurance and health insurance plans;• a supplementary pension plan.
Consistent with her non-executive role, and in line with market
practices in France, the Chairperson of the Board of Directors
does not receive any short-term annual variable compensationor any multi-year variable compensation and is not part of any
long-term incentive plan.
In accordance with the recommendations of the Afep-Medef
Code, the fixed compensation of the Chairperson of the Boardof Directors, a company officer, is reviewed periodically.
It may be subject to change according to changes in thecompany’s scope as well as market compensation trends sothat it remains competitive.
The Chairperson does not receive variable compensation in
cash or securities or any other compensation based on theperformance of the Company or Group.

Fixed annual compensation• the skills, experience, expertise, and professional profile ofthe holder of this position;• market benchmarks on compensation granted to a nonexecutive chairperson in comparable companies of thehealthcare market in France.
The compensation policy may be changed during the term of
the corporate office and prior to its renewal if there is asignificant change in the company’s scope and in the
responsibilities entailed by this position or if it diverges further
away from the benchmark market. In such specific situations thenature of any adjustment to the fixed compensation and theassociated reasons are publicly disclosed.
For the 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 andCompensation Committee, the Board of Directors will propose
maintaining this compensation for the 2022 fiscal year at theGeneral 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 annual fixed compensation of the
Chairperson of the Board of Directors for the 2022 fiscal
year is maintained at €110,000, 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.

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

Benefits in kindGroup welfare insurance and health insurance plans

The fixed annual compensation of the Chairperson of the Boardof Directors is determined in view of market studies and isawarded as payment for the responsibilities inherent to this typeof corporate office.

Since 2015, the Chairperson of the Board of Directors has
been a beneficiary under the following plans, subject to thesame conditions applicable to all employees of the Group’s
French entities:

Accordingly, the following factors are taken into account in its
determination:• a supplementary health insurance plan.

• the responsibilities and duties specific to this corporate
office, as provided for by law and the internal regulations of
the Board of Directors, which notably involve ensuring that
the Company is properly governed and that its governancebodies (Board of Directors and its Committees, General
Meeting of Shareholders) function effectively;

2• an “incapacity, disability, or death” benefit plan;

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

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CORPORATE GOVERNANCE
Compensation of company officers

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.

2.4.1.2

As such, in order to safeguard their interests, the Company
endeavors to maintain consistency between the Chief Executive
Officer’s total compensation and the evolution of theCompany’s performance.
The structure of the Chief Executive Officer’s compensation isbroken down as follows:• 1/3 fixed annual compensation, not subject to performance
conditions;Compensation policy
for the Chief Executive Officer(executive company officer)• 1/3 variable annual compensation, subject to performance
conditions;Compensation structure
The policy on the Chief Executive Officer’s compensation aims
to strike a balance between long-term and short-term
performance in order to promote the development of thecompany for all its stakeholders.

• 1/3 multi-year variable
performance conditions.

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

66%

The Chief Executive Officer’s fixed annual compensation isawarded as payment for the responsibilities inherent to such a
position.
The following factors are among those considered:• the level and complexity of the duties and responsibilities
attributed to this position;• the skills, experience, expertise, and professional profile ofthe holder of the position;• market analyses and studies on the compensation ofinternational executives in comparable companies of thehealthcare industry in France to ensure attractive,competitive compensation levels.
For the 2021 fiscal year, the Chief Executive Officer’s annual
fixed compensation was maintained at €469,500. On therecommendation 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.

Guerbet • Universal Registration Document 2021

33%
ANNUAL> Fixedcompensation

33%
ANNUAL> Variable pay

Fixed annual compensation

66

subject

to

33 %
33%
MULTI-YEAR> Performance
sharesof compensation
subject to performance
conditions

compensation,of compensation
without performance
conditions

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

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 maintainedat €469,500, subject to approval by the Annual General
Meeting called to approve the financial statements for the2021 fiscal year to be held on May 20, 2022.

Variable annual compensation
Calculation
The Chief Executive Officer’s annual variable compensation isintended to encourage the achievement of the annual
performance objectives determined by the Board of Directors inline with the implementation of the company’s strategy.
Provided that all the applicable objectives are achieved, thisvariable compensation equals 100% of the fixed annualcompensation. If the objectives are exceeded, it may amount toa maximum of 150% of the fixed annual compensation.

CORPORATE GOVERNANCE
Compensation of company officers

Its calculation is based on quantitative and qualitative criteriathat cover Guerbet’s short-term strategy and objectives, inparticular the implementation of the current strategic plan,
Guerbet’s financial, industrial, and commercial performance,
as well as Corporate Social Responsibility.
The financial performance objectives based on financial
indicators are determined in a specific manner on the basis of
the budget pre-approved by the Board of Directors and are
subject to the performance thresholds mentioned above.
The variable annual compensation is calculated and set by the
Board of Directors following the close of the fiscal year towhich it applies. On the recommendation of the Appointments
and Compensation Committee, the Board of Directors
determines the various objectives, their weightings, and the
expected performance levels. It thus sets:

2022 Objectives
The Chief Executive Officer’s variable compensation for2022 will be based on quantitative, financial, non-financial,and qualitative criteria tied to the progress of key projects
for the Group’s development. The performance conditions
are detailed as follows:
1. Company performance (sales, EBITDA, free cash flow);
2. Corporate Social Responsibility with the objectives of
reducing the number of accidents recorded at the grouplevel, reducing relative energy (electricity, gas) and water
consumption, and providing the staff with professional
development opportunities;
3. The progress of the company’s key and strategic
projects.

• the trigger threshold under which no variable compensation
is paid;

Multi-year variable compensation• the variable compensation target level, corresponding to theamount due when each objective is achieved; andObjective• the 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 thecourse of a year, the same principles as above will apply on a
pro rata basis for the period during which the Chief Executive
Officer in question actually holds the office.

2

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 inview of the role’s expected level of direct contribution to thecompany’s medium- and long-term performance in line with theobjectives communicated to the market. The compensation
helps to increase the company officer’s motivation and loyalty
while aligning the company officer’s interests with those of theCompany’s stakeholders and its corporate interest.

System and conditions
Guerbet’s multi-year compensation system currently consists
solely of the award of performance shares.
On the recommendation of the Appointment andCompensation Committee, the Board of Directors defines theperformance conditions pertaining to compensation in
performance shares for all beneficiaries of Guerbet and its
subsidiaries throughout the world. Failure to meet theperformance conditions over the assessment period results inthe loss of all or part of the initial 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 (see below). On the proposal of the
Appointments and Compensation Committee, the Board of
Directors validates the achievement of the defined criteria at theend of the vesting period.

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CORPORATE GOVERNANCE
Compensation of company officers

Compulsory holding period

Unemployment insurance coverage

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 theawarded shares in registered form for their entire term of office.

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

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 theperformance shares initially awarded but remains subject to theother conditions of the Plan, including performance conditions.
In the event of a departure from the Group for reasons otherthan retirement, the Chief Executive Officer loses the benefit of
the awarded performance shares.

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

The Chief Executive Officer has use of a company vehicle.

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

Compensation for serving as a Director
A Chief Executive Officer who is also a Director receives
compensation for that role, including for participating inmeetings of the Board of Directors.

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.

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

Exceptional compensation

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

Exceptional compensation
exceptional circumstances.

may

also

be

awardedin

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

Pension commitments
The Chief Executive Officer is covered by a pension planoffered pursuant to “Article 83.” This is a mandatory Group
insurance policy for the executive category, governed by the
French insurance code and in particular Article L. 141-1 et seq.
It is a retirement savings policy in accordance with Article 107
of Act No. 2010-1330 of November 9, 2010. Contributions
are based on the annual gross compensation of policyholders
for the insurance period in question, limited to Social Security
bracket C. The contribution rate is exclusively employer-based.
The employer contributions of 4.5% are monthly. There are notax charges associated with the policies.

68

Company car

Guerbet • Universal Registration Document 2021

Termination compensation

2.4.1.3

Policy on the compensationof Deputy Chief Executive Officer(Group Chief Pharmacist)

Fixed annual compensation for the Deputy Chief
Executive Officer, Chief Pharmacist
The Deputy Chief Executive Officer receives “Chief Pharmacist”
compensation for serving in this role for the Guerbet group. The
Appointments and Compensation Committee proposes to theBoard of Directors the amount of the Chief Pharmacist premiumfor the Deputy Chief Executive Officer, which is then submitted
to the General Meeting.
The Deputy Chief Executive Officer may also be an employeeof the Company with an employment contract for the position
that he holds. In that case, the Deputy Chief Executive Officer
receives fixed annual compensation and variable annualcompensation according to the conditions in force for Group
employees.

CORPORATE GOVERNANCE
Compensation of company officers

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 the2022 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 meetings of the Board of Directors.

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

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

Exceptional compensation
Exceptional compensation
exceptional circumstances.

may

also

be

awardedin

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

2

2.4.2

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

2.4.2.1

Summary table of the compensation awarded to Marie-Claire Janailhac-Fritsch,
Chairperson of the Board of Directors
2021(in €)

Compensation granted for the fiscal year (including payroll taxes and benefits in kind)Compensation for serving as a Director (a)TOTAL COMPENSATION

2020

117,416
45,600(b)
163,016

117,416
48,000165,416(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.

2.4.2.2

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

Amounts paid during the fiscal
year

2021

2020

2021

2020

Fixed compensation as Chairperson of the Board of Directors(including payroll taxes)
Compensation as a Director (a)(b)
Benefits in kind

110,000
45,6007,416

110,000
48,0007,416

110,000
48,0007,416

110,000
50,4007,416

TOTAL COMPENSATION

163,016

165,416

165,416

156,069(in €)(c)(a) Given that directors’ compensation is considered investment income, it is not subject to payroll taxes.
(b) The Chairperson of the Board of Directors has health coverage and a welfare insurance policy. Contributions paid by Guerbet in 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.

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69

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CORPORATE GOVERNANCE
Compensation of company officers

2.4.2.3

Compensation components paid or awarded for the 2021 fiscal year
(ex post vote at the General Meeting of May 20, 2022)

Compensation components
subject to a vote

Amounts paid
during the pastfiscal year

2021 fixed compensation€110,000

Directorship compensation€48,000

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

Benefits of any kind –Supplementary pension€ 4,950

2.4.2.4

Amounts granted
for the past fiscal
year or bookvaluation Comments€110,000 Section 2.4.1.1 “Policy on compensation of the Chairpersonof the Board of Directors.”
The amount was determined based on:• the responsibilities and duties specific to this corporate
office, as provided for by law and the internal regulations of
the Board of Directors, which notably involve ensuring that
the Company is properly governed and that its governancebodies (Board of Directors and its Committees, General
Meeting of Shareholders) function effectively;• the skills, experience, expertise, and professional profile ofthe holder of this position;• market benchmarks on compensation granted to a nonexecutive chairperson in comparable companies of thehealthcare market in France. The last benchmarking was in2018.
€45,600 Section 2.4.5 “Compensation of the Directors.”
The compensation of the Directors consists of a fixed portion
and a variable portion. The variable portion is the main part of
the Directors’ compensation.
€2,466 Section 2.4.1.1 “Compensation policy for the Chairperson of
the Board of Directors.”
Contributions paid by Guerbet for mutual health insurance andwelfare insurance. The Chairperson has health coverage anda welfare insurance policy, taken out by Guerbet, under thesame conditions as for Guerbet employees. The contributions
paid by Guerbet totaled €2,466 in 2021, of which €1,217
for the welfare insurance and €1,249 for the mutual healthinsurance.
€4,950 Section 2.4.1.1 “Compensation policy for the Chairperson of
the Board of Directors.”
Marie-Claire Janailhac-Fritsch is covered by the “Article 83”
funded pension plan, a mandatory Group insurance policy forthe executive category. Contributions for 2021 totaled€4,950.

Summary of benefits of the Chairperson of the Board of Directors

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

Chairperson of the Board of
Directors

Employment contract
Yes

No

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

No

Yes

No

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

70

Guerbet • Universal Registration Document 2021

Compensation
relating to a
non-compete clause
Yes

No

X

CORPORATE GOVERNANCE
Compensation of company officers

2.4.3

Compensation of the Chief Executive Officer, David Hale

2.4.3.1

Summary of compensation awarded to the Chief Executive Officer, David Hale2021

(in €)

Compensation due for the fiscal year (including payroll taxes)
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

2020
(a)

932,678

512,240 (b)—1,056,375

1,568,615—
932,678(a) Including the variable annual compensation that will be submitted to the General Meeting of Shareholders of May 20, 2022, for a vote.
(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 tothe Covid-19 crisis.

2.4.3.2

Details of compensation awarded to the Chief Executive Officer, David Hale
2
Amounts due
for the fiscal
year

Amounts due
for the fiscal
year

Amounts paid
during the fiscal
year

Amounts paid
during the fiscal
year

2021

2020

2021

2020

469,500

469,500

469,500

406,731406,731
56,539——56,447876,231

932,770

525,947(in €)

Fixed compensation (including payroll taxes)
Variable compensation (including payroll taxes)

469,500
586,875 (a)Exceptional compensation (including payroll taxes)(b)
Benefits in kind—
56,447TOTAL COMPENSATION

1,112,822(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.

2.4.3.3

David Hale

Performance shares awarded to the Chief Executive Officer during the 2021 fiscal year
Plan date (Boardof Directors)

Number of sharesawarded during
the fiscal year

Value of shares(in €)

Vesting date

Availability date

Performance
condition

March 21, 2021

15,200512,240 (a)May 1, 2021

May 1, 2024

100%(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:• acquisition of 40% of the performance shares is subject to a
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 to a
performance condition based on operating WCR expressed
as a percentage of revenue at current exchange rates;• acquisition of 30% of the performance shares is subject to a
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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CORPORATE GOVERNANCE
Compensation of company officers

2.4.3.4

Compensation components paid or awarded for the 2021 fiscal year (ex post vote at
the General Meeting of May 20, 2022)

Amounts paid
Compensation components during the pastsubject to a votefiscal year

72

Fixed compensation€469,500

Annual variable
compensation€406,731

Multi-year variable
compensation€0

Benefits of any kind

€56,539

Amounts granted
for the past fiscal year
or book valuation
Comments

Guerbet • Universal Registration Document 2021

€469,500 Section 2.4.1.2 “Compensation policy for the Chief Executive
Officer.”
The following factors are considered in determining his fixedcompensation:• the level and complexity of the duties and responsibilities
attributed to this position;• the skills, experience, expertise, and professional profile of theholder of the position;• market analyses and studies on the compensation ofinternational executives in comparable companies of thehealthcare industry in France to ensure attractive, competitivecompensation levels.
€586,875 Section 2.4.1.2 “Compensation policy for the Chief Executive
Officer.”
The variable compensation for this position for 2021 was basedon quantitative criteria (gross margin, EBITDA, free cash flow,
several CSR criteria) and qualitative criteria (progress on projects
related to the integration of acquisitions and progress on
business development and licensing projects). These criteria
were aligned with the Company’s objectives.
For confidentiality reasons, the level of achievement required forthe quantitative criteria and the details of the qualitative criteria,
although pre-established precisely, cannot be disclosed.
€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-19 crisis, the CEO waived
his multi-year variable compensation in 2020.
€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 asGroup employees in France: €1,720;• the same welfare insurance and health insurance plan asGroup employees in France: €4,422;• GSC unemployment insurance: €29,799;• a company car: €5,790;• a supplementary pension.
David Hale was covered by the “Article 83” funded pension
plan, a mandatory Group insurance policy for the executive
category.
Contributions are based on the annual gross compensation ofpolicyholders for the insurance period in question, limited toSocial Security bracket C. The monthly contribution rate is
exclusively employer-based and is equal to 4.5% of the monthly
compensation. There are no tax charges associated with thepolicies. Contributions for 2021 totaled €14,808.

CORPORATE GOVERNANCE
Compensation of company officers

2.4.3.5

Summary table of benefits of the Chief Executive Officer

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

Chief Executive Officer

Employment contract
Yes
No

David Hale
Start of term: January 1, 2020.

2.4.4

X

Supplementary
pension plan
Yes
No

X

X

The information relating to Philippe Bourrinet’s compensation
described in this section 2.4.4 details the components received
for his corporate office, described in section 2.4.1.3:“Compensation policy for the Deputy Chief Executive Officer(Group Chief Pharmacist).”He receives compensation (fixed annual, variable annual)associated with his role as Senior Vice President ofDevelopment, Medical and Regulatory Affairs, for the Guerbet
group, which he receives as an employee. Given that thesetypes of compensation are received under his employment
contract, and not for his corporate office, they are not detailed
in the tables below.

2

Summary of the compensation awarded to Philippe Bourrinet, Deputy CEO(in €)

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

2.4.4.2

X

Compensation of Deputy Chief Executive Officer Philippe Bourrinet

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.

2.4.4.1

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

2021

2020

10,225—
10,225—

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

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

Amounts paid during the fiscal year

2021

2020

2021

2020

11,500 (a)11,500—

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

Guerbet • Universal Registration Document 2021

73

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CORPORATE GOVERNANCE
Compensation of company officers

2.4.4.3

Compensation components paid or awarded for the 2021 fiscal year
(ex post vote at the General Meeting of May 20, 2022)

Compensation components
subject to a voteCompensation for his
duties as Deputy Chief
Executive Officer( Chief
Pharmacist)

2.4.4.4

Amounts paid
during the pastfiscal year

Amounts granted forthe past fiscal year orbook valuation Comments€10,225€11,500 Section 2.4.1.3: “Compensation policy for the Deputy Chief
Executive Officer (Group Chief Pharmacist).”The Deputy Chief Executive Officer receives a “Chief
Pharmacist” premium for his responsibilities as Chief Pharmacist
for the Guerbet group. On the proposal of the Appointments andCompensation Committee, the gross Chief Pharmacist premiumfor the Deputy Chief Executive Officer was stipulated as€11,500 for 2021. This premium was paid on a pro rata basis
for the duration of Mr. Bourrinet’s office in 2021. On the
proposal of the Appointments and Compensation Committee,
the Board of Directors will submit to the General Meeting a
proposal to increase this premium to €11,800 for 2022.

Summary table of benefits of the Deputy Chief Executive Officer

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

Deputy Chief
Executive Officer

Employment contract
Yes

Supplementary pension
plan

No

Philippe Bourrinet
X
Start of term: March 24, 2021.

2.4.4.5

Yes

Yes

X

Compensation relating to a
non-compete clause

No

Yes

X

No

X

Compensation of the outgoing Deputy CEO , 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 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 €)

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

74

No

Compensation or benefits due
or liable to be due fortermination or change of
position

Guerbet • Universal Registration Document 2021

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.

2021

2020

2,584
—
2,584

11,50011,500CORPORATE GOVERNANCE
Compensation of company officers

Compensation components
subject to a voteCompensation for his
duties as Deputy Chief
Executive Officer( Chief
Pharmacist)

2.4.5

Amounts paid
during the pastfiscal year

€2,584

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

Compensation of the Directors

The compensation policy aims to compensate Directors for theircommitment to corporate governance. It incorporates anidentical fixed share for all Directors and a variable shareaccording to meeting attendance criteria.
As is the case for company officers, changes in thecompensation of Directors are decided in accordance with thelabor and compensation policy applicable to all employees.
At the General Meeting scheduled for May 20, 2022, theshareholders will be asked to approve the compensation
granted to the Directors for the 2021 fiscal year for a maximum

total amount of €335,000, composed of a fixed portion and a
predominantly variable portion calculated according to theparticipation of each member in their Committee meetings.

2

The Chairpersons of each of the Committees receive anadditional variable portion, justified by the workload andadditional responsibility that this function entails.
Isabelle Raynal, then Olivier Fougère, who took over following
her resignation, and Jean-Sébastien Raynaud, Directors
representing the employees, do not receive any compensation.

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

Annual fixed portion

Variable portion

Net total

M.-C. Janailhac-Fritsch
M. Barbier
C. Dagommer
M. Fouquet
É. Guerbet
D. Izabel
C. Massiot-Jouault
C. Lamort
N. Louvet
M. Massiot
I. RaynalL/O. Fougère
JS. Raynaud
T. Viort€6,000€3,600€2,000€6,000€6,000€6,000€6,000€6,000€6,000€4,400€0€0€6,000€39,600€10,800€6,000€28,800€26,400€38,400€26,400€24,000€24,000€12,000€0€0€36,000€45,600€14,400€8,000€34,800€32,400€44,400€32,400€30,000€30,000€16,400€0€0€42,000

TOTAL

58,000

272,400

330,400

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2

CORPORATE GOVERNANCE
Compensation of company officers

2.4.6

Equity ratios

2.4.6.1

Data used

The data used in determining the ratios calculated on the
average and median salary include the following items: salary(including raises for continued service and long-service awards)+ objective bonus paid (year N-1) + benefits in kind +compensation for the activity of Directors + performance shares

2.4.6.2

for officers and employees. All items are in gross amounts. For
employees who joined during the year and for part-time
employees, the gross amounts have been adjusted to 100%.
Population: employees on a permanent contract with Guerbet
S.A., excluding employees whose 100% gross salary is lessthan €18,000 (e.g. long-term illness or suspension of activity).

Ratio calculated on average wages

Year

Chief Executive Officer (David Hale)
Chief Executive Officer (Yves L’Épine)
Chairperson of the Board of Directors
Deputy Chief Executive Officer (2021)*
Deputy Chief Executive Officer(2016-2021)*

2021

2020

2019

2018

2017

15.85

8.68
5.17
2.77

17.83
2.66

21.14
2.05

14.94
2.12

0.61

0.20

0.93

0.21

2.81
0.04
0.17

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

Chief Executive Officer: In 2021, the change in Mr. David
Hale’s ratio (15.85 compared with 8.68 in 2020) is
explained by the payment of the annual variable compensationfor 2020, which can only be paid after approval by theGeneral Meeting of the following year.
Chairperson of the Board of Directors: The change in the ratio
in 2021 (2.81 versus 2.77 in 2020) is stable compared with
2020. The compensation of the Chairperson of the Board of
Directors did not change.

2.4.6.3

Deputy Chief Executive Officer: The decrease in Mr. Pierre
André’s ratio in 2021 (0.17 compared with 0.61 in 2020) is
explained by the pro rata payment of his premium as Deputy
CEO along with a share-based payment in 2020. As areminder, Mr. Pierre André left his position on March 24,
2021.
Mr. Philippe Bourrinet’s term of office began on March 24,
2021, and his ratio (0.04) as Deputy CEO includes apremium of €11,500 paid on a pro rata basis.

Ratio calculated on median wages

Year

Chief Executive Officer (David Hale)
Chief Executive Officer (Yves L’Épine)
Chairperson of the Board of Directors
Deputy Chief Executive Officer* (2021)
Deputy Chief Executive Officer*(2016-2021)

2021

2020

2019

2018

2017

18.93

10.60
6.31
3.38

21.87
3.26

26.54
2.57

17.84
2.53

0.75

0.24

1.17

0.25

3.36
0.05
0.21

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

76

Chief Executive Officer: In 2021, the change in Mr. David
Hale’s ratio (18.93 compared with 10.60 in 2020) is
explained by the payment of the annual variable compensationfor 2020, which can only be paid after approval by theGeneral Meeting of the following year.

Deputy Chief Executive Officer: Mr. Pierre André’s term ofoffice ended on March 24, 2021. The change in his ratio isdue to the payment of his premium as Deputy CEO on a pro
rata basis. Moreover, this change is higher due to share-based
payments made in 2020. This was not the case in 2021.

Chairperson of the Board of Directors: Given that thecompensation of the Chairperson of the Board of Directors
remained stable, the ratio did not change (3.36 in 2021
compared with 3.38 in 2020).

Mr. Philippe Bourrinet’s term of office took effect on March 24,
2021. Mr. Philippe Bourrinet’s ratio corresponds to the amountof his premium as Deputy CEO on a pro rata basis.

Guerbet • Universal Registration Document 2021

CORPORATE GOVERNANCE
Compensation of company officers

2.4.7

Annual changes in compensation and company performance
Rate of change
2021

2020

2019

2018

2017

David Hale
Yves L’Épine
Marie-Claire Janailhac-FritschPhilippe Bourrinet (a)Pierre André (b) (term expired)

NS*
—
-1.3%
NS*
NS*

NS*
NS*
7.6%

-16.3%
28.8%

51.1%
3.2%

-15.9%
10.1%

Marion BarbierMark Fouquet
Éric Guerbet
Didier Izabel
Céline Lamort
Nicolas Louvet
Claire Massiot-Jouault
Thibault Viort
Carine Dagommer
Marc Massiot

-4.2%
4.0%
5.0%
—
26.7%
—
—
3.4%

20.0%
15.4%
6.7%
15.2%
-21.7%
15.0%
15.6%
36.5%

79.0%
-7.7%
—
NS*
-6.3%
-4.2%
6.7%
—
NS*

376.2%
2.0%
2.0%

—
8.5%
15.9%

8.1%
11.6%
NS*
3.8%

25.4%
7.5%
23.8%

2

NS*
(c)

-2.8%

3.4%

-0.7%

6.8%

0.5%

(c)

-0.7%

3.7%

1.6%

1.5%

3.7%

Guerbet S.A. – Average
Guerbet S.A. – MedianNS*

EBITDA

4.3%

-9.7%

-8.0%

-14.9%

22.4%

Revenue

2.8%-12.8%

3.5%

-2.2%

4.0%

Operating result-6.4%-20.1%-26.1%-11.7%

45.1%

NET INCOME

84.2%-52.5%-19.7%

1.3%

59.8%

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

Chief Executive Officer: Mr. David Hale’s compensation
increased by 77.4%. The payment of the variable annualcompensation for the position of Chief Executive Officer in
2021 explains this change. Mr. David Hale’s fixedcompensation remained unchanged.
Chairperson of the Board of Directors: March- Ms. MarieClaire Janailhac-Fritsch’s compensation decreases by 1.3%
between 2020 and 2021 due to a decrease in her
compensation as Director.
Deputy Chief Executive Officer: Between 2020 and 2021, thedownward trend in the compensation of the Chief Pharmacist is
explained by the end of the term of office in March 2021 withthe payment of the compensation on a pro rata basis. In
addition, no shares were paid in 2021 unlike in 2020,
reducing the total compensation from €37,086 to €2,584.

This was the first year of Mr. Philippe Bourrinet’s term as Deputy
CEO.
In 2021, the Guerbet’s average compensation decreased by
2.8% compared with 2020. This trend is explained by thelower amount of variable compensation than in 2020. In
addition, in 2020, the distribution of performance shares tocertain employees increased average compensation comparedwith 2021.
Between 2020 and 2021, Guerbet’s median salaries
decreased due to lower variable compensation in 2021 thanin 2020.

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CORPORATE GOVERNANCE
Compensation of company officers

2.4.8

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

Not applicable.

2.4.9

Stock option and performance share plans for company officers

2.4.9.1

Options awarded in 2021

N/A.

2.4.9.2

Options exercised in 2021

N/A.

2.4.9.3

Options not exercised at December 31, 2021

N/A.

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CORPORATE GOVERNANCE
Compensation of company officers

2.4.9.4

Award and distribution of performance shares to executive company officers

Details of the performance sharesawarded to executive company officers

Date of General Meeting
Date of Board of Directors’ meeting
Share award date

Distribution date2016 Plan

2016 Plan

2019 Plan

2021 Plan

May 27, 2016
May 27, 2016
September 27, 2016 November 8, 2016

May 28, 2018
March 26, 2019

May 20, 2021
March 23, 2021

July 1, 2019

May 1, 2021

July 1, 2022

May 1, 2024

December 1, 2016,
to November 30,
2018
September 28, 2016
December 1, 2018,
to November 30,
2020
September 28, 20182016 fiscal year
Total number of performance sharesawarded to company officers undereach of the plans:• Pierre André

25

800

2017 fiscal year2

No shares awarded
No shares distributed2018 fiscal year
Total number of performance shares
distributed to company officers undereach of the plans:• Pierre André• Share distribution date

8
September 28, 2018

732
December 1, 2018

Total number of performance sharesawarded to company officers undereach of the plans:• Pierre André• Share distribution date

800
March 1, 20182019 fiscal year
No shares distributed
Total number of performance sharesawarded to company officers undereach of the plans:• Pierre André• Share award date

800
July 1, 20192020 fiscal year
Total number of performance shares
distributed to company officers undereach of the plans:• Pierre André• Share distribution date
No shares awarded

773
March 1, 20202021 fiscal year
Total number of performance shares
distributed to company officers undereach of the plans:• David Hale
• Share distribution date

15,200
May 1, 2021

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CORPORATE GOVERNANCE
Exceptions to the Afep-Medef Code

2.5

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

Afep-Medef CodeDirectors’ terms ofofficeGuerbet situation/Comments

Limitation of theterm of office of
Directors to four
years inaccordance withthe articles ofassociation
Article 13 of the
Afep-Medef Code
Independent
Proportion of
independent directors Directors
among the members of Article 9.3 of thethe Board of Directors Afep-Medef CodeThe members of the Board have been appointed for a six-year term, in accordancewith the law and the articles of association. Note that the Afep-Medef Code’s
recommendation that Directors’ terms of office should last for four years has not been
adopted.
The Company strives to meet the criteria of the Afep-Medef Code whenever this iscompatible with its organizational structure and operating procedures. However,
due to the Company’s size, its capital-intensive nature, and the Board’s desire toadopt a long-term perspective while drawing on past experience, it has decided not
to follow this recommendation.
Guerbet’s Board of Directors currently has 30% independent members, while theCode recommends 33%. The balance on the Board of Directors takes into accountthe proportion of the majority shareholder’s stake. The presence of two employee
Board members contributes to the diversification of its membership and thestrengthening of its skills.

Composition of the
Audit Committee

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

2.6

Two-thirds of theBoard’s members
should be
independent
Article 15 of the
Afep-Medef CodeAgreements referred to in Article L. 225-37-4-2°of the French Commercial Code

N/A.

2.7

Delegations of authority regarding capital increases

A summary of the current delegations of authority granted by the General Meeting of Shareholders with regard to capital increases,
pursuant to Articles L. 225-129-1 and L. 225-129-2, and showing the use of these delegations during the 2021 fiscal year, isprovided in section 3.6.11.

80

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

2.8

Provisions in the articles of association relating
to General Meetings

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

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

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

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

Commercial Code, or a certificate of registration in the accountof an authorized financial intermediary attesting to theunavailability of shares held in bearer form must be deposited,at the locations indicated in the notice of meeting, at least three(3) days before the General Meeting.

2

Note that any Shareholder may also participate in General
Meetings by videoconference call or using electronic
telecommunication or remote transmission media, subject to thequalifications and conditions set by the current laws andregulations, if this is permitted by the Board of Directors when
the General Meeting in question is called. Such a shareholder
shall be deemed to be present at this Meeting for the
calculation of the quorum and the majority.

Article 20 – Voting right
The voting rights attached to shares are proportional to thepercentage of the share capital that they represent, except incases where shares are disqualified for voting purposes asprovided for by law. However, a double voting right shall beawarded to Shareholders for all fully paid-up shares that they
have held registered in their name for at least two years, onpresentation of proof.
In the event of a capital increase through the capitalization ofreserves, profits or issue premiums, this double voting right shallbe granted upon issuance of the new free shares toShareholders based on the existing shares for which they
already enjoy this right.
The voting right belongs to the beneficial owner in ordinary
general meetings and to the bare owner in extraordinary
general meetings, with the exception of shares that are thesubject of a collective holding commitment subscribed for theapplication of Article 787-B of the French general tax code
and are a gift with beneficial ownership. In that case, thebeneficial owner’s voting right is limited to decisions
concerning the allocation of profits.

Article 21 – Competence – Quorum – Majority for General Meetings
The competence of the ordinary and extraordinary general
meetings is the competence provided for by law.
The Ordinary General Meeting deliberates validly only if the
Shareholders present or represented or having voted by post
hold at least, as of the first notice of meeting, one-fifth of theshares having a voting right; on the second notice of meeting,no quorum is required.
The Extraordinary General Meeting deliberates validly only if
the Shareholders present or represented or having voted bypost hold at least, as of the first notice of meeting, one-fourthor, as of the second notice of meeting, one-fifth of the shares
having a voting right.
The Ordinary General Meeting rules by a majority of the votesof the Shareholders present, represented or having voted by
post.
The Extraordinary General Meeting rules by a two-thirds
majority of the votes of the Shareholders present, represented
or having voted by post.

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2
2.9

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

1°

The Company’s capital structure.

2°

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

3°

Direct or indirect holdings in the Company’s capital of which it is aware pursuant to Articles
L. 233-7 and L. 233-12.
The list of holders of any share with special control rights and a description of such rights.
There are no such shares in Guerbet’s capital.

Guerbet and its shareholders –
3.6.4
N/A

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

Guerbet and its shareholders –3.6.3
Guerbet and its shareholders –3.6.1
Corporate governance – 2.2

4°

5°

82

Section of the Universal
Registration Document

Guerbet • Universal Registration Document 2021

Guerbet and its shareholders –3.4
Corporate governance – 2.8
andGuerbet and its shareholders –3.6.1

Guerbet and its shareholders –3.6.10N/A

N/A3CAPITAL AND SHARE OWNERSHIP
3.1

Stock market data

3.2

Relations with the financial
community

85

3.2.1

85

3.3

financial calendar 2022

84

3.6.4

Threshold crossings

88

3.6.5

Transactions by executive
officers and similar individuals

88

3.6.6

Transactions by employees
excluding corporate officers

88

3.6.7

Performance share plans

89

3.6.8

Stock option plans forthe 2021 fiscal year 2021

92

Limitation of the risk of undue
control by the majority
shareholder

92

Distributed dividends

85

3.3.1 Dividends paid overthe past three years

85

Shareholding structure86

3.4.1 Breakdown of capital

86

3.6.9

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

86

3.5

Share buyback program

87

3.6

Additional information about
the capital

3.6.10 Powers of the Board of
Directors to issue andbuy back shares

92

87

3.6.1 Shareholder Agreement87

3.6.2 Share lock-in commitments
through “Dutreil” agreements

87

3.6.11 Summary of granted
authorizations that may
potentially impact
the share capital

93

3.6.12 Provisions in the articles
of association on shares

94

3.4

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

87

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CAPITAL AND SHARE OWNERSHIP
Stock market data

3.1

Stock market data

Guerbet shares are listed on Euronext Paris – Segment B under ISIN code FR0000032526.
Based on the closing price of €37.30 at December 31, 2021, Guerbet’s market capitalization is €471 million.
SHARE PRICE PERFORMANCE IN 2021*(in €)

50

45

40

35

30

25

20
January

February

March

April

May

June

July

AugustSeptember

OctoberNovember

December* Based on daily closing prices.

Data on the share priceand monthly transactions for 2021

January
February
March
April
May
June
July
AugustSeptember
OctoberNovember
December

84

Guerbet • Universal Registration Document 2021

Highest price in a
trading session

Lowest price in a
trading session(in €)

Number ofshares traded

Capital traded

35.6
34.1
34.9
35.9
34.5
32.0
32.1
34.5
45.7
44.4
40.0
38.8

32.2
29.2
28.8
32.0
30.0
29.6
27.8
30.4
33.2
36.8
35.0
33.4

142,377
129,117215,850
206,318
153,375
122,251
102,863
124,315
288,902
211,857
179,326
119,810

4.77
4.13
6.89
7.04
4.29
3.75
3.10
3.95
11.31
8.66
6.70
4.32

(in €)(in € millions)CAPITAL AND SHARE OWNERSHIP
Distributed dividends

3.2

Relations with the financial community

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

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

3.2.1

2022 financial calendar

Event

Date

Publication of 2021 full-year revenue
Presentation of consolidated financial statements – 2021 fiscal year
Publication of Q1 2022 revenue
Annual general meeting of shareholders for the 2021 fiscal year
Publication of Q2 2022 revenue
Presentation of half-year consolidated financial statements at June 30, 2022
Publication of Q3 2022 revenue

February 10, 2022
March 23, 2022
April 21, 2022
May 20, 2022
July 21, 2022
September 21, 2022
October 20, 2022

3

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

3.3

Distributed dividends

3.3.1

Dividends paid over the past three years

Fiscal year (in €)Amount distributed

Gross dividend(a)per share

2018
2019
2020

10,694,071.85
8,817,312.70
8,821,871.80

0.85
0.70
0.70

(a) Before taxes and social security contributions.

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CAPITAL AND SHARE OWNERSHIP
Shareholding structure

3.4

Shareholding structure

3.4.1

Breakdown of capital

At December 31, 2021, the share capital amounted to €12,641,115 divided into 12,641,115 fully paid-up shares with a parvalue of €1 each.
None of these 12,641,115 shares are pledged.
Taking into account registered shares, the share capital breaks down as follows:
0.09%
Treasury shares

53.17%
Guerbet family
agreement

1.71%
Other registered(Guerbet family)
1,52%
Other registered(excluding family)

40.40%
Floating/Public

3.4.2

3.10%
Employees, former
employees, andmutual funds (FCPs)

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

The breakdown of the share capital presented below corresponds to the shares and voting rights for Ordinary General Meetings.
There is little difference compared with the breakdown of the share capital for Extraordinary General Meetings. This difference is due
to divisions of ownership resulting from the gifting of shares within the Guerbet family whose beneficial owners and bare owners do
not belong to the same category of Shareholders.
December 31, 2021

December 31, 2020

% of
% of
votingshare(a)capital rights

December 31, 2019

Number ofshares% ofsharecapital% ofvoting(a)rightsNumber ofshares% ofsharecapital% ofvoting(a)rightsNumber of shares

Number ofshares

Guerbet family
agreement

6,721,785

53.17

66.80 6,737,550

53.46

67.00 6,654,824

52.83

66.64

Other registeredshareholders –Guerbet family

216,745

1.71

2.17

221,864

1.76

2.22

232,813

1.85

2.33

391,914

3.10

3.56

367,906

2.92

3.43

338,718

2.69

3.01

191,786
11,8805,107,005
12,641,115

1.52
0.09
40.40
100

1.91
195,481
1.55
0.09—
11,880 (b)25.56 5,067,993
40.21
100 12,602,674
100

2.16
0.35
40.12
100

2.71
—
25.30
100

Employees, former
employees and mutualfund (FCP)
Other registered
Shareholders –excluding Guerbet
familyTreasury shares
Floating shares
TOTAL

1.95
271,993—
43,717 (c)25.40 5,054,096
100 12,596,161(a) The breakdown of the voting rights is presented in terms of effective voting rights. The number of theoretical voting rights was 19,750,352 at December 31, 2021,
19,954,446 at December 31, 2020, and 20,017,038 at December 31, 2019, assuming that each treasury share grants entitlement to one voting right.
(b) Taking into account the 43,717 treasury shares at the beginning of 2020 and the distribution of 31,837 performance shares.
(c) Taking into account the 22,901 treasury shares at the beginning of 2019, the on-market buyback of 30,430 shares, and the distribution of 9,614 performance
shares.

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CAPITAL AND SHARE OWNERSHIP
Additional information about the capital

3.5

Share buyback program

The Guerbet group did not buy back any shares in 2021.

3.6

Additional information about the capital

3.6.1

Shareholder Agreement

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

3.6.2

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

Share lock-in commitments through “Dutreil” agreements

The collective share lock-in commitments within the scope of Article 787-B of the French general tax code (1) are as follows (2):

3

Registration date

Type of collective sharelock-in commitment

Duration

December 30, 2015

InheritanceTwo years, then tacit renewal for an indefinite duration

3.6.3

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

N/A.

(1)
(2)

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

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CAPITAL AND SHARE OWNERSHIP
Additional information about the capital

3.6.4

Threshold crossings

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

Actions

SC Guerbet Fron
Brigitte Lamort

3.6.5

5.91%
4.41%

Extraordinary General Meeting

Voting rights

Actions

7.28%
5.58%

5.91%
2.57%

Voting rights

7.28%
3.25%

Transactions by executive officers and similar individuals

N/A.

3.6.6

Transactions by employees excluding corporate officers

3.6.6.1

Options granted to employees
excluding corporate officers in 2021

N/A.

3.6.6.2

Options exercised by employees
excluding corporate officers in 2021

38,441 stock options were exercised in the 2021 fiscal year.

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3.6.6.3

Options not exercised by employees
excluding corporate officers at
December 31, 2021

No stock options remain to be exercised as of the end of the2021 fiscal year.

CAPITAL AND SHARE OWNERSHIP
Additional information about the capital

3.6.7

Performance share plans

Over the past five years, four plans were set up, covering
65,000, 61,000, 50,000 and 50,000 shares respectively.
The performance share plans are described in detail in thenotes to the consolidated and individual financial statements(see “Financial statements and related notes” section). As at
December 31, 2021, Plans 1 and 2 have been closed. The
third share allocation plan will remain in force until 2022,
when the final distributions will take place based on fulfillmentof the selected performance criteria. In 2021, a fourth shareallocation plan involving 48,060 shares was set up.

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

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

Date of the Extraordinary General Meeting:Board meeting date:
Vesting period/conditions:

May 27, 2016
September 27, 2016
Grant period of two years from September 28, 2016.
Vesting of the granted shares is subject to a condition of presence at the endof the grant period and the fulfillment of collective performance criteria.
The vested shares will be available without any holding period. However, theChief Executive Officer and the Deputy Chief Executive Officer must holdrespectively 20% and 5% of their vested shares until the termination of theirduties in the Company.

Share grant date:
Share allocation price:
Distribution on September 28, 2018,at the end of the two-year grant period:

September 28, 2016€62.20
Following the assessment of the performance criteria, the Board of Directors
decided on September 25, 2018, to set the number of fully allocatedperformance shares per beneficiary at 8.

Total number of distributed sharesat September 28, 2018:
Opening price on the share distribution day:

15,896 shares3€63.60

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CAPITAL AND SHARE OWNERSHIP
Additional information about the capital

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

Date of the Extraordinary General Meeting:Board meeting date:
Vesting period/conditions:

May 27, 2016
November 8, 2016
Grant period of two years from December 1, 2016.
Vesting of the granted shares is subject to a condition of presence at the endof the grant period and the fulfillment of collective performance criteria.
The vested shares will be available without any holding period. However,
the Chief Executive Officer and the Deputy Chief Executive Officer must holdrespectively 20% and 5% of their vested shares until the termination of theirduties in the Company.

Share distribution date(a):February 6, 2020
March 1, 2020
May 2, 2020
June 28, 2020
September 1, 2020
December 1, 2020(a) Opening price on grant date.

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€37.20€33.10€29.50€36.80€29.05€32.20CAPITAL AND SHARE OWNERSHIP
Additional information about the capital

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

Date of the Extraordinary General Meeting:Board meeting date:
Vesting period/conditions:

May 28, 2018
March 26, 2019
Grant period of three years from July 1, 2019.
Vesting of the granted shares is subject to a condition of presence at the endof the grant period and the fulfillment of collective performance criteria.
The vested shares will be available without any holding period. However, theChief Executive Officer and the Deputy Chief Executive Officer must holdrespectively 20% and 5% of their vested shares until the termination of theirduties in the Company.

Share grant date:
Shares initially allocated:

July 1, 201947,550 shares• of which allocated to corporate officers:
10,200 shares• of which allocated to the Group’s top 10 13,800 shares
employees excluding corporate officers:
Share allocation price:€47.70 (a)2021 fiscal year
Number of pending share allocationsat December 31, 2021:
Value of pending share allocationsat December 31, 2021:

30,900 shares3€1,153 K (b)(a) Opening price on grant date.
(b) IFRS 2 unit fair value at December 31, 2021 (€ 37.38).

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CAPITAL AND SHARE OWNERSHIP
Additional information about the capital

4. Plan 4 (2021): On Sunday, March 21, 2021, the Board of Directors approved a performance share allocation plan for certain
employees and officers of the Company and its French and foreign subsidiaries.
Plan 4 (2021) – Decision of the Board of Directors of March 21, 2021 (in effect)
Plan 4 summary (2021)

Date of the Extraordinary General Meeting:Board meeting date:
Vesting period/conditions:Share grant date:
Shares initially granted:• of which granted to the top 10 recipients:

May 29, 2020
March 21, 2021
Grant period of three years from May 1, 2021.
Vesting of the granted shares is subject to a condition of presence at the endof the grant period and the fulfillment of collective performance criteria.
The vested shares will be available without any holding period. However, theChief Executive Officer must retain 20% of the Vested Shares in registeredform until leaving office.
May 1, 2021
48,060 shares
16,860 shares

Share grant price:€33.70 (a)2021 fiscal year
Number of pending share grants
at December 31, 2021:
Value of pending share grants
at December 31, 2021:

48,060 shares€1,793 K (b)(a) Opening price on grant date.
(b) IFRS 2 unit fair value at December 31, 2021 (€37.30).

3.6.8

Stock option plans for the 2021 fiscal year

See Note 22 “Stock subscription and purchase options” in the annual financial statements and notes.

3.6.9

Limitation of the risk of undue control by the majority shareholder

The Company has taken measures to limit the risk of undue control by the majority Shareholder by separating the positions ofChairperson of the Board of Directors and Chief Executive Officer and by ensuring that these positions are held by people fromoutside the Guerbet family.

3.6.10 Powers of the Board of Directors to issue and buy back shares
On May 29, 2020, the General Meeting renewed theauthorization for the Board of Directors for 18 months to
implement a program to buy back a number of shares of theCompany not to exceed (i) 10% of the total number of sharesmaking up the share capital or (ii) 5% of the total number ofshares making up the share capital if they are shares acquired

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by the Company in view of their holding and their tendering for
payment or exchange in connection with a merger, demerger
or contribution, with the understanding that acquisitions carriedout by the Company may not in any case result in the
Company holding more than 10% of the shares making up its
share capital at any time whatsoever.

CAPITAL AND SHARE OWNERSHIP
Additional information about the capital

3.6.11 Summary of granted authorizations that may potentially impact
the share capital
Duration of
authorization

Expiration

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

26 months

July 29, 2022

Delegation of authority to the Board of Directors to increase the Capital increases:
share capital by issuing, with preferential subscription rights, €6,295,000 (a)shares and/or debt securities giving access to new shares
Debt security issues:€200,000,000 (b)26 months

July 29, 2022

Delegation of authority to the Board of Directors to increase the Capital increases:
share capital by issuing, with cancellation of preferential €1,255,000 (a) (c)subscription rights, shares and/or debt securities giving access Debt security issues:
to new shares through public offerings other than those referred €200,000,000 (b)to in Article L. 411-2 II of the French monetary and financial
code
Delegation of authority to the Board of Directors to increase the Capital increases:
share capital by issuing, with cancellation of preferential €1,255,000 (a) (c)subscription rights, shares and/or debt securities giving access Debt security issues:
to new shares through public offerings referred to in €200,000,000 (b)Article L. 411-2(1) of the French Monetary and Financial Code26 months

July 29, 2022

26 months

July 29, 2022

Authorization for the Board of Directors, in the event of an issue Capital increases:
with cancellation of preferential subscription rights through €1,255,000 (a) (c)public offerings, including public offerings referred to in Article Debt security issues:
L. 411-2(1) of the French Monetary and Financial Code, to fix €200,000,000 (b)the issue price according to the arrangements established by
the General Meeting, within the limit of 10% of the capital per
year
Authorization for the Board of Directors to increase the amount Limit provided for in theof issues with or without preferential subscription rights
applicable regulations(currently 15% of the initial
issue) (a)26 months

July 29, 2022

26 months

July 29, 2022

Delegation of authority to the Board of Directors to increase the Capital increases:
share capital by issuing shares in consideration of contributions €1,255,000 (a)in kind within the limit of 10% of the share capital
Debt security issues:€200,000,000 (b)26 months

July 29, 2022

Delegation of authority to the Board of Directors to increase the €250,000 (a)share capital with cancellation of the preferential subscription
right by issuing shares of the Company reserved for membersof a Company savings plan
Authorization granted to the Board of Directors to award 2% of share capital
performance shares freely to certain employees and officers of
the Company and its affiliates

26 months

July 29, 2022

24 months

May 29, 2022

Purpose of delegation

Maximum nominal amount3(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 to theshareholders for a vote at the General Meeting of May 20, 2022.

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CAPITAL AND SHARE OWNERSHIP
Additional information about the capital

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

3.6.12.2 Declaration of threshold crossings

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

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

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

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4
MANAGEMENT REPORT
4.1

Analysis of the Group’s activity
and results

96

4.1.1 Presentation of reported
revenue96

4.1.2 Revenue analysis

96

4.1.3 Results

97

4.1.4 Analysis of the results

97

4.1.5 Financial position

98

4.1.6 Analysis of the financial
position98

4.1.7 Outlook

98

4.2

Major events since the startof the 2022 fiscal year

99

4.3

Consolidated companies

99

4.4

Results of subsidiaries held
by Guerbet S.A.

99

4.5

Companies directly or
indirectly controlled
by Guerbet S.A.

99

4.6

Transactions in treasury sharesof Guerbet S.A.
100

4.7

Statement of non-financial
performance

100

4.8

4.9

Risk management, internal
control, and internal audit

100

4.8.1

Risk management

101

4.8.2

Internal control

101

4.8.3

Internal audit

103

Risk factors

104

4.9.1

104

Mapping of main risks

4.10 Other legal information

109

4.10.1 Guerbet S.A.’s results forthe last five fiscal years

109

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

110

4.10.3 Information concerning theacquisition of participating
and controlling interests(Article L. 233-6 of theFrench Commercial Code)111

4.10.4 Information concerning
regulated agreements (Article
L. 225-38 of the French
Commercial Code)111
4.10.5 Other information fromthe management reportcontained in other sectionsof the Universal Registration
Document

112

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MANAGEMENT REPORT
Analysis of the Group’s activity and results

4.1

Analysis of the Group’s activity and results

4.1.1

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

EuropeOther markets

2020

712,295

2021

2020

46.1%
53.9%

40.8%
59.2%

2021

2020

X-Ray
MRI
TOTAL DIAGNOSTIC IMAGING

57.0%
32.0%
89.0%

55.1%
31.9%
87.1%

INTERVENTIONAL IMAGING

11.0%

10.3%

—

2.6%

Breakdown of revenue by product range

OTHER
In the new presentation of revenue by product range, delivery
systems and services have been divided between X-Ray and
MRI. Among the “Other” activities, the share presented here

4.1.2

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

Revenue analysis

At December 31, 2021, reported sales came to€732.1 million, up 2.8% from December 31, 2020(€712.3 million), including an unfavorable forex impact of€16.4 million. Excluding forex effects and on a like-for-likebasis, 2021 annual revenue was up 7.9% from 2020, and at
the top range of the guidance communicated during the firsthalf results presentation.
In Europe, the annual increase was on target, affected bycontinuous price pressure but with a strong rebound in volumes.
In 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 theunfavorable forex effect of €9.2 million, mainly attributableto Latin American currencies and the US dollar.

96

2021

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Guerbet • Universal Registration Document 2021

• in Asia, Q4 sales were driven by very strong levels of
business in China and South Korea. This region’s FY 2021
revenue increased by 7.7% on a like for like basis.
Annual turnover of the Diagnostic Imagery business (89% of
2021 sales) grew by 7.5% on a like-for-like basis.
• MRI revenue for 2021 was up 5.4% at €239.9 million.
• X-Ray revenue at CER totaled €426.7 million. This 8.7%
gain can be attributed to the remarkable performance ofXenetix® in the second half of 2021.
In Interventional Imaging, sales continued their strong growthover the 2021 fiscal year, rising +11.4% like for like to€81.9 million.

MANAGEMENT REPORT
Analysis of the Group’s activity and results

4.1.3

Results
*

2020

2021

IFRS

% of revenue(in thousands of €)% of revenue+ Revenue+ Other operating income
Purchases consumed and change in inventories- External expenses- Staff-related costs+/- Other operating income and expenses- Taxes(a)
EBITDA

732,071
4,941(190,934)(195,565)(232,789)
799(13,459)
105,065100
0.7(26.1)(26.7)(31.8)
0.1
(1.8)
14.4

712,295
5,397(166,552)(203,975)(236,500)
5,876(15,852)
100,689100
0.8(23.4)(28.6)(33.2)
0.8
(2.2)
14.1

- Depreciation, amortization, and provisions
Operating result(66,379)
38,685(9.1)
5.3(58,817)
41,872(8.3)
5.9- Net financial expenses+/- Foreign exchange gains or losses and other financial income/expenses+/- Tax expense
NET INCOME(3,183)(0.4)(7,156)(1.0)(6,528)3,664
32,637

(0.9)
0.5
4.5

(12,469)(4,008)18,240

(1.8)
(0.6)
2.6

(a) EBITDA = operating income + depreciation, amortization, and provisions.
* Includes the impact of the IFRIC final decision of April 2021 on retirement obligations.

4.1.4

Analysis of the results

The consolidated financial statements for 2021 show EBITDAof €105.1 million, compared with €100.7 million in 2020,
an increase of 4.3%. The EBITDA margin stood at 14.4%,
above the target range for operating profitability announcedwith the 2021 half-year results. Throughout the year, the Group
was able to find a balance between:• maintaining some of the cost savings achieved in 2020;• making the sales efforts needed to handle the recovery indemand in 2021, and• the business and structural expenses incurred for theestablishment of Go-Direct in China and preparations for thelaunch of new products planned in 2023.

As of December 31, 2021, operating income totaled€38.7 million, compared with €41.9 million in 2020. This
includes a provision of just under €6 million for the ongoingcreation of a new subsidiary for operations in China and theclosure of a shared services center in Saint-Louis, USA. This
project is part of the strategy of optimizing the Group’s
operational structure.

4

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 effect in the UnitedStates, totaling just over €5.4 million, and a favorable tax
effect in France, representing €4.2 million.

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MANAGEMENT REPORT
Analysis of the Group’s activity and results

4.1.5

Financial position

IFRS (in thousands of €)Cash flow after finance costs and taxes

2021

2020

100,61281,251

Change in working capital requirements, of which:Change in inventories
Change in trade receivables
Change in trade payables
Change in other assets and liabilities
Gross investments restated for debts on fixed assets
Dividends paid
Other (a)(b)
Free cash flow

13,095
4,578(6,644)
16,042(881)(55,092)(8,814)(11,024)
38,77732,567
17,38314,0104,614(3,439)(67,108)(8,825)2,014
39,899217,811

256,588

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

4.1.6

Analysis of the financial position

As of December 31, 2021, shareholders' 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 to €256.6 million at the end of 2020. The net
debt/EBITDA ratio stood at 2.07 at the end of 2021,
compared to 2.55 in 2020.

4.1.7

Outlook

Growth drivers
New business, marketing, and operational investments
designed to prepare for the growth of the business andaccelerate the implementation of the strategy will be made in
2022.
• Continuation of the external growth strategy• Launch of the new line of guidewires and microcatheters
for Interventional 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 withtwo diameters. An initial evaluation phase began in the UnitedStates in Q4 2021, paving the way for a commercial launchin 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
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, andthe distributor’s available inventory will soon be sold,allowing Guerbet to benefit from direct sales for almost allits Diagnostic Imaging range from the second half of 2022.

98

Given the good financial performance achieved in 2021 andthe Group’s favorable outlook, the Board of Directors willpropose a dividend of €0.85 per share to the shareholders at
the General Meeting on May 20, 2022.

Guerbet • Universal Registration Document 2021

This will allow the Group to strengthen its penetration of amarket with annual growth of 9% and to double its revenue
in China over three to four years.
• Diagnostic imaging new products
The Group is also preparing the upcoming launch of the
Artificial Intelligence solutions, planned for 2023.
After applying for approval of gadopiclenol with theEuropean Medicines Agency (EMA) and the Food and Drug
Administration (FDA) in January 2022, the Group confirms
its aim to market this product from early 2023.
• Climate change commitment
Guerbet continues to roll out its ambitious Corporate Social
Responsibility (CSR) strategy. Ranked #1 amongts
healthcare companies for the 3rd time in a row and #10 atcountry level in France by Gaïa-Index, EthiFinance's
subsidiary and one of the most respected players in CSR
rating companies, Guerbet announces its commitment tofight against global warming.

MANAGEMENT REPORT
Companies directly or indirectly controlled by Guerbet S.A.

Guerbet's objectives in termes of CO2 tons equivalentemission reduction will cover its direct emissions (scopes 1
and 2) as well as its indirect ones (scope 3). They are
consistent with the “Well Below 2°C” target as per the SBT
definition. For the company, it implies prior to 2032:• a reduction by 27.5% (base 2021) of its direct emissions(scopes 1 and 2),• a reduction by 13.75% (base 2021) of its indirectemissions (scope 3).

Update relating to 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

4.2

the Group’s financial performance is difficult to assess atpresent, since the economic environment is particularly volatile.
Guerbet’s priority remains the safety of its patients and its
employees and the uninterrupted supply of its products.

Target of further revenue growth
For 2022, the Group anticipates renewed growth in revenue,
with a like-for-like increase between 2% and 4%.
Given the inflationary environment, Guerbet aims to deliver an
EBITDA margin at least unchanged from 2021, excluding
extraordinary expenses related to the optimization of theGroup’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 4.1.7 “Outlook”.

4.3

Consolidated companies

The consolidated companies are listed in Note 31 to the consolidated financial statements (see section 6.1: “Consolidated financial
statements and notes”).

4.4

Results of subsidiaries held by Guerbet S.A.

4

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

4.5

Companies directly or indirectly controlled by Guerbet S.A.

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

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4
4.6

MANAGEMENT REPORTTransactions in treasury shares of Guerbet S.A.

Transactions in treasury shares of Guerbet S.A.

Number of shares purchased and sold during the fiscal year:• Value measured at the purchase price: €550 K.

• Number of shares purchased during the year: none (seesection 3.5 “Share buyback program”).

• Nominal value: €1.

• Number of shares sold during the year: none.

• Fraction of the capital that they represent: 0.09% (seesection 3.4: “Shareholding structure”).

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

Authorization to buy back shares and the conditions underwhich the shares were bought back and used during the last
fiscal year ended:• Number of shares registered in the Company’s name at theclose of the fiscal year: 11,880 (see section 3.4:
“Shareholding structure”).

• See section 3.5: “Share buyback program.”

4.7

Statement of non-financial performance

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

4.8

Risk management, internal control, and internal audit

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

Second line of control

Third line of control

HSE & Risk Management

HR & CSR Division

Operational
functionsInternal Control

Internal Audit

Group support functions

CONTROL ENVIRONMENTHeadof Risk Management

100

Oversees
Risk Management

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Providesindependent assurance

Audit, Internal Control,and Compliance Division

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Risk management, internal control, and internal audit

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

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

Risk management

The risks to which the company is exposed are identified,assessed, and ranked. A mapping of the Group’s major risks isthus drawn up and regularly updated. Risks are categorized bytheme. Their assessment takes into account the severity of thepotential impact, the probability (qualitative or based on
feedback) of occurrence, and the current level of control. All
sectors of activity are assessed twice a year. Once identified,the Risk Manager meets twice with the “owners” of these risks
in order to follow up on the action plan and update it ifnecessary. A presentation is made to the Executive Committee
twice a year to discuss the risks and progress on the actionplans.
Risk mapping is discussed and reviewed by the Audit
Committee and then by the Board of Directors with the Risk
Manager and the Chief Executive Officer once a year. Certain
risks, such as cybersecurity risks, are specifically monitored
more frequently. At each Audit Committee meeting, a specificrisk is reviewed with the Risk Manager.
The Risk Manager, who is responsible for promoting anddeveloping risk management skills, transmits know-how andexpertise while providing methodological support to line
management and the identified risk “owners.”
The Risk Manager also optimizes the cost of risk by possiblytransferring it to the insurance policies that he manages.

4.8.2

The second line of control includes:

During monthly meetings, the Risk Manager communicates andshares with the Internal Control Department in order to discuss
the description of risks, their rating, and the control methods.
This work refines the perception of risks and strengthens themonitoring and effectiveness of control methods.
Lastly, the Risk Manager is called on by the Internal Audit
Department to provide a view of the risks and relevant topics tobe audited.
The insurance program allows the Group’s insurable risks to be
secured through the purchase of centralized insurance. This
program incorporates the various liability and damage
insurance policies covering Guerbet and its officers, personnel
and assets. The use of a global broker allows all of theGroup’s activities to be covered. The broker and our insurers
provide support and expertise to the Risk Management
Department in the management of insured losses and theGroup’s prevention efforts. Our program covers five areas:4• civil liability;• damage and consequential loss;• insurance for loss of goods in transit;• “travel” insurance;• cyberattacks.

Internal control

Definition
Internal control is a process implemented by the Board of
Directors, the Executive Committee, and the Group’s officers aswell as all employees so that there is reasonable assurance ofachieving the objectives relating to:• effectiveness and efficiency of internal processes;• reliability of financial information;• compliance with applicable laws and regulations;• safeguarding of assets and prevention of fraud.
Internal control thus contributes to risk control but cannot
provide an absolute guarantee that all risks are completely
eliminated or controlled.

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Risk management, internal control, and internal audit

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

Organization
In 2021, the Internal Control function, which is part of the
Audit, Internal Control, and Compliance Department, reportingto the Chief Executive Officer, has evolved by taking
responsibility for the Group’s anti-corruption program.
It is supported by a network of specialists at various levels:• the managers of functions/entities/plants within the Group
who are responsible for implementing internal control within
their scope of responsibility;• the financial controllers and the Internal Control specialists,
who coordinate the implementation of internal control within
their scope of responsibility and then report on the progress
to Group Internal Control; and• other regional functions that contribute to the implementationof the Group’s anti-corruption program.

Work
In 2021, a software package for risk management, internal
control, and internal audit (SIGR) was selected and is being
implemented in close collaboration with the Risk Management
and Internal Audit functions to strengthen a consolidated,shared view of risks within the Group and their level of control.
Beyond this key project, coordination work with the following
functions continued:• the HSE and Risk Management function in order to ensure
the consistency of the Internal Control systems in view of therisks identified in mapping of the Group’s major risks;

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• the Communications Division in order to establish acommunication plan to raise employees’ awareness ofInternal Control and the anti-corruption program;• the HR function in order to introduce newcomers to theorganization of the function as well as access to essential
information and documents (for example, ethics charter,
Group policies and procedures, and internal control, etc.).
In addition, the Internal Control function is committed tocontinuing the projects on its road map within the Group, inparticular through the following work:• building and deploying internal control standards on thecontrol environment and key processes;• periodic meetings with the specialists of the entities within
the Group;• deploying e-learning to train managers within the Group;• deploying the segregation of duties policy, in particular on
the Purchasing process, in order to identify the risks ofpotential conflicts and the remedial measures to be
implemented;• monitoring the implementation of the action plans defined
following self-assessments or projects;• coordinating the annual review of access in criticalinformation systems;• regularly raising Group employees’ awareness of the risk of
fraud;• ad hoc support on subjects that have an impact on risk
control.
In the first quarter of 2021, a review of the internal control
activity was presented to the Audit Committee.
The Director of Audit, Internal Control and Compliance also
coordinates the deployment of the Ethics Charter by serving as
the “ethics” specialist within the Group. The Group’s new Ethics
Charter was rolled out in 13 languages to all Group
employees in 2021.

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

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Risk management, internal control, and internal audit

At each accounting close, the accounting teams perform areview of the accounts, and the Financial Controllers analyze
and explain the changes in the results from one period to thenext and divergences from the budget.

This process is supplemented by the Statutory Auditors’
operations and certification work for the individual annual
financial statements and the consolidated half-year and annual
financial statements.

At the quarterly closing of the accounts, the Audit Committee
reviews the accounts.

4.8.3

Internal audit

Within the Group, Internal Audit provides an independent andobjective assessment of the effectiveness of the control systems
in place relative to the main risks identified in the Company.
Internal Audit governance is defined in an Internal Audit
Charter approved by the Chief Executive Officer and the Audit
Committee. This charter specifies the duties, areas of operation
and responsibilities of Internal Audit, and the methodologies
used to carry out Internal Audit tasks.
Internal Audit’s scope of responsibility covers all Group
operations, functions and legal entities. Internal Audit reports to
the Audit, Internal Control and Compliance Division, which
reports directly to the Chief Executive Officer andcommunicates regularly with the Audit Committee. This
organizational structure supports the necessary independenceof Internal Audit within the organization while promoting
coordination with the Internal Control and Compliancedepartments, which contribute to the control of risks within theGroup scope. The team consists of a Senior Internal Auditor
and an Internal Audit Manager who reports to the Director of
Audit, Internal Control, and Compliance.
Through its work and recommendations, Internal Audit helps toimprove the organization’s overall performance by regularly
and methodically assessing the risk control and governanceprocesses.

The internal audit plan is presented each year to the Audit
Committee, which reviews it, adjusts it if necessary, and issues
a positive opinion before it is deployed. This annual internal
audit plan is based on the risks identified at the Group leveland on various information gathered during interviews withmembers of the Executive Committee or the Group’s sector
experts. The Audit Committee issued a positive opinion on theinternal audit plan for 2022 at its meeting on November 17,
2021.
Audit reports detailing the recommendations specific to eachmission are drafted and circulated to the individuals concerned
and to the Executive Committee members responsible for theaudited activities. An oral presentation is provided at Audit
Committee meetings, and the reports are made available to
Audit Committee members. The Audit Committee monitors the
progress of the implementation of the action plans defined
following the audits.
In 2021, the Director of Audit, Internal Control, andCompliance and the Internal Audit Manager gave
presentations at five Audit Committee meetings, including:4• a report on Internal Audit activities for 2020 and the outlook
2021;• a summary of internal audit findings. In 2021, these findings
covered audits conducted in 2020 and 2021 at anindustrial plant, two sales entities, and two cross-functional
processes of the Group;• regular monitoring of progress on action plans following theaudits;• proposed internal audit plan for 2022;• the project to implement risk management, internal control,and internal audit software (SIGR).

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Risk factors

4.9

Risk factors

4.9.1

Mapping of main risks

The table below places Guerbet’s main specific risks in three
categories: (1) Legal risks, (2) Strategic risks, and (3)Operational risks. In order to determine the significance ofeach of these risks, they have been rated on a scale ofseverity and probability from 1 to 4 (“low to major” scale forCategory

Risk description

Legal risks

Dispute and litigation risks

severity and “rare to highly probable” for probability), taking
into account the effect of risk management measures. For
each category, the risks are listed in decreasing order ofsignificance.

Ratings

Risks relating to regulatory changes
Strategic risks

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

Operational risks

Environmental and safety risks
Purchasing and subcontracting risks
Risks relating to product quality and safety
Supply chain risks associated with logistical difficulties encounteredin all sectors of activity

Severity
Probability
Severity
Probability
Severity
Probability
Severity

4
3
4
2
4
2
4

Probability
Severity
Probability
Severity
Probability
Severity
Probability
Severity
Probability

4
4
3
4
3
4
3
4
2

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

Control actions

LEGAL RISKS
Dispute and litigation risks

104

The Group is involved or could be involved in a number ofdisputes. In some of these disputes, claims for financial
damages are made or are likely to be made against the Group.
Provisions have been established to cover such claims inaccordance with IFRS accounting principles (a description ofthese provisions is provided in section 6 of note 12 to theconsolidated financial statements at December 31, 2021).

The Legal Division has defined a global defense strategy for theGroup. It regularly collaborates with the other Group divisions toassess risks and to establish provisions for them whereappropriate.

The Group considers that the provisions established to coverthese known or ongoing risks, disputes, or litigation situations
are sufficient to ensure that the consolidated financial position is
not significantly affected in the event of an unfavorable
outcome. However, the Company cannot guarantee that theGroup will not be exposed to legal actions, complaints, orgovernment investigations that could prevent or delay the
introduction of its products on the market or affect its operations,profitability, or cash flow and have a negative impact on theGroup’s activities, situation, or earnings.

Compliance actions are also implemented to limit the Group’s
exposure.

Guerbet • Universal Registration Document 2021

In addition, the Legal Division is integrated upstream of major
projects to determine the appropriate legal framework as soon
as possible.

A dedicated alert line (Guerbet ethics line) was deployed.
The Group’s ethics charter is consistently distributed to its
employees via its e-learning software.
In 2021, Guerbet drafted its new data privacy andclassification policy. This policy will be widely distributed in thefirst quarter of 2022.

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Risk factors

Description of risks

Control actions

Risks relating to regulatory changes
As a designer, manufacturer and distributor of drugs, medical
devices, and Augmented Intelligence solutions, Guerbet issubject to numerous regulatory requirements in all its markets.
With regard to the production of its products’ active substancesor even the materials used in the production of medical
equipment, the Group is subject to the following European
regulations:• EU MDR: European Medical Devices Regulation, initiallyapplicable in May 2020 and postponed until 2021;• Seveso (identification of industrial plants that use hazardous
substances and processes representing risks of major
accidents);• REACH (Registration, Evaluation, and Authorization ofCHemical substances);• IED (Industrial Emissions Directive). These regulations may
prohibit or restrict the use of certain products or limit industrial
production activity.
These regulations entail regular inspections by the DREALs(regional directorates for the environment, town planning andhousing) in France and the EPA (Environmental Protection
Agency) in Ireland.
Guerbet manufactures and inspects its products in accordancewith the conditions defined and approved by the healthauthorities within the framework of Marketing Authorizations(MAs), and their production is subject to good manufacturing
practices for drugs for human use or to quality standards
applicable to medical devices.

Any changes in these French or foreign regulations may
significantly affect the Group’s activity. It cannot guarantee thatsuch changes, particularly in the main markets where it
operates, will not have a negative effect on its activity and its
operating results.
Compliance with the regulations is a part of Guerbet’s Quality,
Safety and Environment policy, which is applicable to all of its
entities.
The safety of our plants and compliance with all applicableregulations are our absolute priorities.
Regulatory monitoring systems are in place. They make itpossible to identify new requirements and to anticipate
implementation of the actions necessary to maintaincompliance.
This anticipation of regulatory developments makes it possible,
particularly for industrial plants, to identify organizational or
operational changes and anticipate the necessary financial
resources to be included in the medium-term budgetary program(five years).
In 2021, the Group complied with EU-MDR regulations.
After defining the consequences for Guerbet, the company has
put in place the appropriate action plan to meet all the newrequirements.

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Risk factors

Description of risks

Control actions

STRATEGIC RISKS
Risks relating to the consequences of global warming
Climate change brings about physical and transition issues
such as:• physical risks for our industrial plants and main suppliers in our
supply chain related to acute and chronic weather
phenomena (such as temperature, drought, precipitation, andnatural disasters, etc.) and the financial impact of these risks;• transition risks related to the scarcity of resources, thestrengthening of market requirements and regulations,
reputational issues related to the expectations of internal andexternal stakeholders, and the financial impact of these risks.
In 2021, Guerbet strengthened its climate risk assessment as
part of the “Climate Strategy” project on physical and transition
risks. Physical risks were analyzed for all of our industrial plants
and for key Guerbet suppliers likely to be the most at risk. This
assessment was performed using an analytical tool to measure
the exposure of assets to climate risk, assess the vulnerability ofactivities, and define the risk mitigation strategy.
Information system and cybersecurity risks

A summary of the risks and opportunities that could have asignificant impact on the Group is presented in chapter 5.4.1.1“Climate risks and opportunities”.
The climate project identifies the main risks and opportunities
that can have an impact on activities, the supply chain, costs,
and competitiveness. This is why Guerbet has implemented
action plans such as actions to reduce energy consumption,
optimize processes, and control waste, emergency proceduresat plants at risk of hurricanes, and stockpiling to compensate forany disruption of a production plant. To strengthen its resilience,
Guerbet has identified areas for action in connection with theclimate project and the business continuity program for theGroup and its industrial plants.

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

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

In 2020 and 2021, Guerbet saw an increase in cyberattacks
especially through attempted phishing in an overall environmentof intensification of attacks brought about by the pandemic crisisand the widespread use of teleworking.

In 2021, the IT Department stepped up its actions to provide
training and information about the risks of cyberattacks(phishing).

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

In 2021, Guerbet focused on:
1. strengthening the protection of safeguards;
2. accelerating the deployment of security patches;
3. monitoring network traffic and checking anomalies;
4. increasing the security of IT hardware (authentication andanti-malware).

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Risk factors

Description of risks

Control actions

OPERATIONAL RISKS
Safety and environmental risks
The production of active chemical ingredients for contrast media
entails various safety and environmental risks. These risks, andespecially the risks of fire, chemical exposure, andenvironmental pollution, are due to the dangers inherent in theuse of certain raw materials, solvents, and reagents, the use ofindustrial processes to transform them into active ingredients,
and the treatment of production waste.
Guerbet’s production activity is carried out at eight different
industrial plants. The three active ingredient production plants(Lanester, Marans, and Dublin) have the Seveso classification
and are therefore subject to the European Union’s Seveso
Directive. If these operating risks were to materialize, they could
harm people and property, pollute the environment, lead toplant shutdowns, and, in some cases, make the Group liable forcivil and/or criminal penalties and the payment of damages.
The occupational health, safety and environmental conditions at
Guerbet’s production plants are regularly inspected by theauthorities.
To control these risks, the Group develops a Health Safety, andEnvironment (HSE) management system and deploys an HSE
policy. Guerbet has defined HSE objectives throughout theGroup, especially at the industrial plant level. The Group gives
top priority to the safety of its employees. To this end,
considerable human and material resources are deployed. At
each establishment, the plant director, who is responsible for
implementing the HSE policy, appoints a dedicated manager.
The administrative authorities work with the plants to define theobjectives to be achieved in terms of environmental performance(discharge thresholds, supervision of activities). The Group takes
measures to ensure that the targets are reached.

The industrial plants roll out key safety procedures (work permit,
lockout, fire permit, etc.) for reinforced accident prevention.
HSE risk analyses (including analyses of risks relating toprocesses in active ingredient production plants) and audits
identify the necessary means for continuous improvement ofoperational safety management.
The HSE objectives resulting from risk analyses and audits are
documented in regularly monitored action plans. The Groupand the plants organize HSE training programs rolled out to all
staff.
The Group has also developed a system for reporting all HSE
events incorporating a systematic search for root causes,
including analysis of the human factor.
In 2021, in order to strengthen our HSE management system,
Guerbet digitized the main processes of its guidelines:• accident and incident reporting;• risk analysis;• HSE awareness meetings;• field safety visits;• feedback on hazardous situations and ideas for improvement;• monitoring of preventive and corrective actions.
Digitalization will enable us to strengthen our management
system in 2022 with better flexibility, responsiveness, andmonitoring.

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Risk factors

Description of risks

Control actions

Purchasing and subcontracting risks
These risks could materialize due to the failure of a supplier,which could lead to the disruption of supply of a strategic raw
material or the interruption of a service.

Guerbet has developed a service provider selection process.
Strategic service providers are included in an audit plan drawn
up and implemented annually.

In 2020 and 2021, the pandemic crisis severely disrupted
economic activity. Despite this context, our suppliers, service
providers, and subcontractors managed to maintain their activity
to ensure the continuity of Guerbet’s activities.

Negotiations are conducted to obtain medium- and long-term
supply agreements.

The Purchasing Department, together with the main internal
users, in particular the industrial plants, assesses theperformance of our suppliers and subcontractors several times ayear using the “Pestel” method.

Lastly, the Group trains its employees in the management andcontrol of subcontractors.

There is an associated action plan incorporating priority
management, taking into account the availability of technicalresources. This plan is reviewed quarterly with the plants
involved and the Industrial Operations Division. An additional
review is also conducted with the support services: Purchasing,Quality, HSE, and the Industrial Operations Division.

A plan to qualify a second source for strategic raw materials is
implemented based on available technical resources.

In 2021, a review of the financial data of our key suppliers andthe incorporation of additional environmental, safety, andsustainable development criteria were added to our risk analysis
approach.
Lastly, Guerbet conducted “Market” trend analyses to refine its
strategic positioning.

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

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

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

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

Supply chain risks associated with logistical difficulties encountered in all sectors of activity
The transport sector has been significantly disrupted since 2020
due to consequences of the pandemic, particularly on the supplyof raw materials from China. The risk can also come from thedisorganization of the distribution centers. The risk brought about
by these disruptions is a significant increase in transport costs oreven delays in the delivery of our products to customers.

Guerbet has adapted the organization of its planning toanticipate order preparation and transportation. Guerbet has
also revised its internal organization to be in even closer contact
with maritime and air freight professionals.
At the same time, the multisourcing strategy has allowed us tostrengthen our upstream supply chain.
Air freight is the adjustment variable that enables Guerbet todeliver to its customers on the specified date.

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Other legal information

4.10 Other legal information
4.10.1 Guerbet S.A.’s results for the last five fiscal years(in €)

2021

2020

2019

2018

2017

12,641,115
12,641,115

12,602,674
12,602,674

12,596,161
12,596,161

12,581,261
12,581,261

12,563,358
12,563,358

—

—

—

—

—

—
—

—
62,870—69,383—84,283—62,210Capital at year-end
Share capital
Number of existing common shares
Number of existing preferred (non-voting)sharesMaximum number of future shares to be created• Through bond conversions• Through exercise of subscription rights
Operations and results of the fiscal year
Revenue excluding taxes with various services
and products
Result before tax, employee profit-sharing,
depreciation and amortization, and provisions
Income tax
Employee profit sharing due for the fiscal year
Result after tax, employee profit-sharing,
depreciation and amortization, and provisions
Distributed result
Earnings per share
Result after taxes and employee profit sharing
but before depreciation, amortization, andprovisions
Result after tax, employee profit-sharing,
depreciation and amortization, and provisions
Diluted net income
Gross dividend per share
Personnel
Number of employees at December 31
Total wages
Total payroll taxes

468,989,125

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

39,790,993(7,291,843)
484,823

29,018,235 28,545,062 127,626,081 41,913,947(9,628,972) (5,724,643) 10,839,528 (5,160,407)
651,990744,739
1,558,726
804,657

19,497,207(12,699,402) (15,939,618) 99,304,000(a)
8,821,872
8,817,313 10,694,072
10,744,948

258,067
10,678,854

3.69

3.01

2.66

9.15

3.68

1.54
2.58
0.85 (a)(1.01)
1.40
0.70(1.27)
2.95
0.70

7.89
3.75
0.85

0.02
0.02
0.85

1,030
66,280,282
32,246,353

998
63,586,686
30,457,702

981
60,241,938
31,807,837

985
55,526,153
25,573,767

1,060
66,555,651
31,181,601

4(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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Other legal information

4.10.2 Information regarding the breakdown of Guerbet S.A.’s trade payables
and trade receivables by due date
4.10.2.1 Breakdown of trade payables by due date
The French law for the modernization of the economy introduced a limit on payment times of 60 days from the invoice issue date (or45 days end of the month), effective from January 1, 2009.
At December 31, 2021, the trade payables on the balance sheet of Guerbet S.A.’s individual financial statements broke down as
follows:(in thousands of €)Past due for morethan 120 days

Past due 61 to
120 days

Past due
0 to 60 days

Current

Total

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

—

—

400

5,999

6,399

8,005
8,005

5,824
5,824

10,084
10,484

3,060
9,059

26,97333,372

Suppliers of Fixed Assets in France
Suppliers of Fixed Assets outside France

3,497
27

54
—

240
22

2,757
18,024

6,548
18,073

Payments outstanding on
equity securities
Suppliers of Fixed Assets

72
3,596

—
54

—
262

—
20,781

72
24,693

TOTAL

11,601

5,878

10,746

29,84058,065

Accrued expenses represented €46,539 K in Guerbet S.A.’s accounts at December 31, 2021.
At December 31, 2020, the trade payables on the balance sheet of Guerbet S.A.’s individual financial statements broke down as
follows:(in thousands of €)Past due for morethan 120 days

Past due 61 to
120 days

Past due
0 to 60 days

Current

Total

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

—

—

28

4,500

4,528

1,216
1,216

1,713
1,713

8,088
8,116

11,64916,14922,66627,194

Suppliers of Fixed Assets in France
Suppliers of Fixed Assets outside France
Payments outstanding on equity securities
Suppliers of Fixed Assets

93
18
72
183

7
1

114
8

2,707
21,0128122

23,7192,921
21,03972
24,032

1,399

1,721

8,238

39,86851,226

TOTAL

Invoices not yet received represented €30,330 K in Guerbet S.A.’s accounts at December 31, 2020.

110

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MANAGEMENT REPORT
Other legal information

4.10.2.2 Breakdown of trade receivables by due date
At December 31, 2021, the non-Group trade receivables on the balance sheet of Guerbet S.A.’s individual financial statements
broke down as follows:
NON-GROUP TRADE RECEIVABLES
Article D. 441-I-2: Invoices issued and unpaid
at the end of the year and in arrears
0 days (411
accounts)

1 to
30 days

31 to
60 days

61 to
90 days

91 daysor moreTotal(1 day or
more)

324

15

5

3

15

38

8,106

956

(29)

40

132

1,099

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

3

Total amount, excluding taxes, of excluded invoices (inthousands of €)1.8

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

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

Invoices to be issued represented €3 K in Guerbet S.A.’s accounts at December 31, 2021.

4.10.3 Information concerning the acquisition of participating and controllinginterests (Article L. 233-6 of the French Commercial Code)

4

N/A.

4.10.4 Information concerning regulated agreements (Article L. 225-38
of the French Commercial Code)4.10.4.1 Entered into during the fiscal year ended December 31, 2021
N/A.

4.10.4.2 Agreements entered into previously but continued to be in effect over the last fiscal year
N/A.

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4

MANAGEMENT REPORT
Other legal information

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

112

Type of information

Associated section of the Universal Registration Document

Research and development activity
Allocation of performance shares and stock options tocorporate officers
Allocation of performance shares and stock options
Equity stakes acquired during the fiscal year
Compensation of corporate officers:• information on compensation• information on pension commitments

The Guerbet group – pages 26 to 31
Corporate governance – pages 78 to 79

Holders of capital and voting rights
Employee shareholdings
Total dividends paid for the last three fiscal years
Total non-deductible expenses referred to in Art. 39- 4 of theFrench General Tax Code

Capital and share ownership – page 86
Capital and share ownership – page 86
Capital and share ownership – page 85
Financial statements and notes to the individual financial statements– page 229

Employee, environmental and social information

Statement of non-financial performance – pages 113 to 164

Guerbet • Universal Registration Document 2021

Capital and share ownership – pages 89 to 92
The Guerbet group – pages 32 to 33
Corporate governance – pages 64 to 79

5
STATEMENT OF NON-FINANCIALPERFORMANCE
5.1 CSR governance, strategy,risks, and opportunities

114

5.1.1 CSR governance andorganization

114

5.1.2 CSR strategy

115

5.1.3 Mapping of CSR risks
and opportunities

116

5.2 Human Resources

117

5.2.1 Employment

117

5.2.2 Attractiveness, development
and commitment of employees
and talents
5.3 Keeping people safeand healthy

117
128

5.3.1 Background and policy

128

5.3.2 Action plan and results

131

Minimizingles impacts
5.4 Minimiser
the environmental
environnementaux
denos activités
impactsof our activities

132

5.4.1 Climate issues

132

5.4.2 Sustainable use of resources

141

5.4.3 Innovation approach143

5.4.4 Preservation of biodiversity
and control of discharges

143

5.5 Business ethics

145

5.5.1 Human rights

145

5.5.2 Responsible purchasing146

5.5.3 Prevention of corruption andconflicts of interest

148

5.5.4 Compliance with competition
law

149

5.5.5 Relations with local authorities
and communities

150

5.6

Quality products and services
with societal value added
151
5.6.1 Quality and safety of
products and services

151

5.6.2 Responsible use of laboratory
animals in research

152

5.7

Guerbet’s contribution to
the Sustainable Development
Goals

153

5.8

External recognition of
Guerbet’s CSR performance

154

5.9

CSR data consolidation
methodology

157

5.9.1 Scope and methodsof consolidation

157

5.9.2 Change in scope158

5.9.3 Methodological details
and limitations

158

5.9.4 Data responsibilities
and controls

158

5.9.5 Quality indicators

159

5.9.6 Social indicators

159

5.9.7 Safety indicators

160

5.9.8 Environmental indicators

160

5.10 Report of one of the
Statutory Auditors, appointed
as independent third party,on the verification of theconsolidated non-financial
performance statement
162

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5

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

This chapter is an integral part of the management report, in
accordance with Articles L. 225-102-1, R. 225-105, andR. 225-105-1 of the French Commercial Code relating tocompanies’
transparency
obligations.
Thissocial,environmental, societal, and human rights information is
published as part of a continuous improvement process basedon the mapping of risks and opportunities specific to Guerbet.
This chapter has been verified by an independent third-party
organization whose moderate assurance report is presented in
section 5.9.

5.1

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

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

CSR governance and organization

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

114

Against the backdrop of the pandemic, Guerbet maintained its
commitment to give top priority to employee health and safety
while ensuring business continuity.

CSR governance, strategy, risks, and opportunities

In 2021, Guerbet formulated its corporate purpose andpublicly revealed it both internally to its employees andexternally to all its stakeholders. This was an important step for
the Group, which now has a strategic compass.

5.1.1

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

Guerbet • Universal Registration Document 2021

The current CSR strategy and road map were developed in2018 for a five-year period with the objective of strengthening
Guerbet’s CSR strategy. They were worked out based on the
mapping of CSR risks and opportunities, designed in particularfollowing interviews with members of the Executive Committee
and members of the Board of Directors.
In 2021, CSR was placed on the agenda of the Executive
Committee and the Ethics, Governance, and CSR Committeeof the Board of Directors, in particular to present the generalroad map but also the mapping of corruption risks, climate risks
and opportunities, and the decarbonization strategy.
Our CSR commitments are integrated into the company’s
performance by incorporating CSR criteria into our internalmanagement and recognition tools: variable compensation for
the CEO, monthly industrial performance indicators, profitsharing agreement, bonuses, and bonus share allocation plans.

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

5.1.2

CSR strategy

Guerbet’s mission is to provide healthcare professionals withthe contrast media, medical devices and innovative solutions
that are vital for diagnostic and interventional imaging, toimprove patient prognosis and quality of life. Driven by our
passion for our work, every day we strive to combine
performance, quality and sustainable development.
Our ambition is to accelerate and build the future of medical
imaging with internal and external growth initiatives in
Diagnostic and Interventional Imaging and in digitaltechnology. To achieve this ambition, Guerbet has decided to
implement an ambitious strategic plan to better capture growth
opportunities in a context of changes in its markets.
In line with our medium-term strategic plan (see section 1.1:
“Business model”), we are making our CSR strategy a real
performance driver and a differentiating factor.
We organize CSR around four pillars:

Our employeesNoscollaborateurs

Environment
L’environnement

OUR FOURCSRNOSPILLARSQUATREPILIERS RSE

SafetyLa sécurité

EthicsL’éthiqueThis ambition is built around the identified CSR risks and opportunities, taking into account Guerbet’s activities and its specificcharacteristics, to contribute to the Group’s sustainable performance by supporting the deployment of its development strategy. It isalso consistent with the Group’s values: ACHIEVE, COOPERATE, CARE, INNOVATE.

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5

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

5.1.3

Mapping of CSR risks and opportunities

Guerbet has formalized the mapping of non-financial risks and opportunities and the associated road map using the following
methodology:
FORMALIZATION OF THE UNIVERSE OFRISKS AND OPPORTUNITIESIDENTIFICATION OF MAIN RISKS ANDOPPORTUNITIESFORMALIZATION OF THE ROAD MAP• Taking into account the specificcharacteristics of Guerbet, customer
expectations, and requirements of local
authorities• Through interviews with Executive
Committee members and Key Directorsof the Group• Through an interview with the
Chairperson of the Board of Directors
and the Chairperson of the Ethics,
Governance, and CSR Committee• Taking into account existing control
policies/methods• Online rating questionnaire• Workshop to rate and identify the mainrisks and opportunities• Validation of mapping by the Chief
Executive Officer• Analyses of best practices• Workshops
withrisk/opportunity
owners• Validation of the Executive Committee’sroad map• Presentation of the road map to theBoard of Directors

Guerbet has identified the main CSR risks and opportunities, summarized and grouped under four CSR pillars:
CSR pillars

CSR risks and opportunities

Employees
SafetyEnvironment

Attractiveness for talents and employee development to support the Guerbet strategy
Health and safety impact of persons contributing to the activities• Environmental impacts on our plants• Environmental impacts of the supply chain• Impacts of climate change on our activities

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

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

&

RISKS
OPPORTUNITIESOPPORTUNITIES

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Guerbet • Universal Registration Document 2021

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

STATEMENT OF NON-FINANCIAL PERFORMANCE
Human Resources

5.2

Human Resources

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

5.2.1

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

Employment

As of December 31, 2021, the Guerbet group had 2,730 employees worldwide.
BREAKDOWN OF WORKFORCE BY REGION(in %)

19.7%
North America

14.2%
Europe, Middle East, andAfrica (excluding France)

TOTAL NUMBER
OF EMPLOYEES

2,730

47.6%
France5.2.2

9.7%
Latin America
8.8%
Asia-Pacific

Attractiveness, development and commitment of employees and talents&

RISKS
OPPORTUNITIES5OPPORTUNITIES

Guerbet has a Human Resources (HR) management policy
geared toward social engagement and seeking to attract
potential and key skills for its areas of activity. Through a policyof ongoing professional training development, we also promoteinternal mobility and the development of skills. Human
Resources policies around recruitment, development,
performance evaluation, and employee recognition are
designed to support Guerbet’s ambition.

Since 2020 and in the context of the pandemic, notably withthe widespread use of telecommuting, Guerbet launchedseveral initiatives to anchor employee commitment. In addition
to formulating the Corporate Purpose, we are preparing aGroup policy on Diversity and Inclusion, developing initiatives
for Managers, setting up a recommendation system forrecruitment, integrating questions on values and the Corporate
Purpose into candidate interview, reviewing the non-monetaryrecognition program, (Awards) and setting up a volunteer
program.
The implementation of HR policies is supported by a Human
Resources Information System (HRIS) for management of all
Group HR policies.

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STATEMENT OF NON-FINANCIAL PERFORMANCE
Human Resources

5.2.2.1

A recruitment and integration policy
to support the strategy

Background and policy
Guerbet favors lasting employment, in line with the long-term
vision of its strategy, and applies a recruitment policy to supportchanges in its business model, highlighting the need to attract
strategic skills and scarce profiles. At year end, 94% of
employees were on long-term contracts.
As part of its policy of attracting and retaining employees,
Guerbet is developing its employer brand, which reflects
strategic changes, and aims to make Guerbet more widely
known and more attractive to new talent.

Since 2020, Guerbet has had a global referral recruitment
program encouraging its employees to recommend people theyknow for vacant positions within the organization.
For newcomers, Guerbet is implementing an induction plan toincrease their knowledge of its activities and strengthen their
feeling of belonging in the Group. Each plant also adapts
these integrations locally. For example, the Aulnay-sous-Boisplant has set up various communications on the Guerbet Inside
collaborative platform and uses the plant’s screens to announce
newcomers and organize regular plant visits. The industrial
plants also set up immersion days for employees from otherentities, in particular for head office employees.

Action plan and results
Theme

Objectives and key
focuses for 2018–2023 Actions, progress and results in 2021

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

5.2.2.2• Enhancement of the employer brand, especially on social networks, to better reflect
strategic changes, make Guerbet more widely known, and increase its attractiveness.
• Review of the recruitment policy: clarification of the process and the roles andresponsibilities of each person (manager, HR, recruiter), change of recruitment model by
insourcing, improvement of the candidate experience in connection with our employer
brand.
• Continuation of the Editorial Committee to translate the internal and external
communication strategy for recruitment.
• Implementation of an internal referral recruitment program.
• Participation in recruitment and student fairs, e.g. enhancing communication concerning
existing partnerships with associations.
• Examples of 2021 key skills:• sales of digital solutions• marketing AI• pricing strategy• business transformation

An employee development policy

Background and policy
The Guerbet group has a job and skills management policy.
This policy is based on the continuous training of employees,
enabling them to acquire the skills necessary for thedevelopment of their position as well as the development ofmanagerial skills. The development of links between sectors
permits the acquisition of new skills and therefore employee
mobility by enabling them to move to other positions within thecompany.

118

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Continuing employee training
Guerbet invests in the continuing training of its employees toacquire, develop and strengthen the knowledge and skills
necessary to perform their job functions in accordance withapplicable regulations and procedures, with a view toachieving full success and continually improving performance.
Guerbet also anticipates skills development needs to respond to
expected changes in the sector, thereby supporting thetransformation of the company and the achievement of its
priority objectives in line with the Group strategy.
The areas of development of skills are built in particular aroundthe areas of Diagnostic Imaging, Interventional Imaging,
digital, and Artificial Intelligence in order to succeed in our
projects and meet the expectations of our customers in the
launching of our new products and solutions.

STATEMENT OF NON-FINANCIAL PERFORMANCE
Human Resources

Particular attention is also given to operational excellence andcontinuous improvement to implement the strategy as efficiently
as possible. Guerbet is also vigilant in its compliance withongoing changes in applicable regulations and quality andsafety requirements.
Lastly, to foster the Group’s growth in an international context,
Guerbet is continuing its foreign language training effort,
including the establishment of an e-learning platform open to all
employees this year.
Various educational formats are proposed to meet theseobjectives: document-based learning, on-the-job training, andother technical training and human skills development sessions,conducted in a working situation, face-to-face, through distancelearning or online (preferred format due to the pandemic).
Also noteworthy is the use of the Guerbet Inside collaborative
software solution, which promotes co-development and theexchange of information (blog articles, videos, webinars, etc.)
good practices and tutorials, contributing to the learning culture
within the Group. Webinars for employees have also grownsignificantly.
This culture of learning between employees is reinforced by the
involvement of internal trainers at the various Group plants.
During the collective training sessions that they lead, they share
their expertise and know-how, contributing to the transfer andcapitalization of knowledge and the development of networks
within the company. In France, in order to support its in-housetrainers, Guerbet launched an initiative offering training in the
training profession, including digital training on educational
tools and methodologies for distance learning, as well as an inhouse portal dedicated to them.
Guerbet also supports the personal initiatives of French
employees by mobilizing their personal training account (CPF)
through a policy of matching days (possibility of completing allor part of the training on working time) and in euros (possibilityof obtaining a financial contribution if the employee’s CPF
account is not sufficient to pay for the training).
The definition and monitoring of employee skills development
plans are part of the annual performance management cycle
and are the subject of employee/manager interviews.
Managers prepare for this with the help of human resources, inparticular by sharing best practices and raising awareness ofthe main mechanisms that can be mobilized.
Continuing training thus contributes to the company’ssustainable development, aiming to increase employees’
expertise in order to support its growth.

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

Global leadership development program
Aware of the pivot role of managers in employee development
and with the objective of supporting the Group’s permanenttransformation and the development of all employees, Guerbet
invests in strengthening the managerial and human skills of its
managers at all levels of the organization. The Group’s
objective is to develop 600 leaders by 2023.
One of the objectives of the program is to give Guerbet’s
managers the tools and attitudes to engage their teams over thelong term, strengthen their confidence in this role, and develop
their leadership: engage, develop, and recognize theperformance of employees.

5

After a successful pilot program in 2020, the program wasrolled out in 2021 at all levels of management (new managers,
experienced managers, senior managers, executives) and to all
geographical regions (France, Europe, North America, Latin
America, and Asia-Pacific).

In 2021, it was decided to set a common objective for all
managers and to define development plans for more than 70%
of employees. This common objective was also included in thebonus performance share plan for 2021.

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STATEMENT OF NON-FINANCIAL PERFORMANCE
Human Resources

It is accompanied by a managers’ network initiative, the pilotof which was launched this year, with the aim of developing a
network of managers for informal sharing of best practices.
Voluntary participation in this network is proposed, in particularfollowing the management & leadership training that they will
have attended together, to maintain a close link with regularexchanges in a spirit of co-development and cooperation.

Closer look at the internal and international
mobility policy
The policy implemented encourages all teams to consider
career prospects within a Group scope. It aims to identify newtalents and develop and strengthen employee engagement andis part of the skills development policy.
Internal mobility includes moves to another business unit or line
management position (promotion), changes of region, or
project experience.
Regardless of their seniority and position in the company, allemployees are eligible for internal mobility and areencouraged to express their desire to their manager during
career discussions. Our teams circulate vacancies to employees
to encourage internal mobility and participatory recruitment.
Guerbet has launched the Graduate Program to support thedevelopment of young employees in key, critical, or niche
positions where skills are in short supply. This program enables
young graduates to discover several professions over an 18month period, accelerating their careers and enabling them tomove into strategic positions within Guerbet. For Guerbet, thisis also part of a process of preparing succession plans. For
example, depending on the challenges, needs, and ambitionsof the division, we can propose a program consisting of threesix-month rotations/assignment, including one abroad.
The use of Volunteers for International Experience (VIE) in our
subsidiaries (outside France) is also encouraged forinternational mobility by offering the possibility of taking on
multiple assignments in various entities for employees under theage of 28.

Closer look at the commitment of Guerbet
and its employees to meet societal challenges
The commitment and energy deployed by all employees in2020 in the face of an unprecedented context led the General
Management and the Board of Directors to launch a Groupproject aimed at identifying and formulating the company’s
Corporate Purpose. For more than six months, more than 80
people contributed to this collaborative project, led by the
Corporate Secretary. Guerbet’s Corporate Purpose was120

Guerbet • Universal Registration Document 2021

revealed in March 2021 to the entire Group during global
communication sessions via videoconference: “At Guerbet, webuild lasting relationships so that we enable people to live
better.” This is our Corporate Purpose, which defines the unique
way we act, both internally and with our external stakeholders.
Since then, all the teams have been experimenting with it andtrying to use it as a strategic compass to guide them in theirchoices. For example, work has begun on aligning the CSR
road map to ensure that it is consistent with the Corporate
Purpose. Another pilot, at the Cincinnati plant, made it possible
to use the Corporate Purpose in practice to give more meaning
to the objectives. A Corporate Purpose Committee, led by the
Corporate Secretary, meets monthly. The CEO always
participates in these meetings. This Committee regularly reviews
the actions related to the Corporate Purpose and the points for
improvement to better take the Corporate Purpose into accountin decisions.
In the context of its corporate social responsibility, Guerbet isparticularly committed to diversity and inclusion, health, theenvironment, and solidarity through actions supporting local
non-profit organizations.
Guerbet provides financial support in various forms(sponsorship, subsidies, training tax, etc.) and encourages
initiatives taken by employees.
In 2021, a global skills sponsorship and volunteer program,
Guerbet Positive, was launched. Each employee volunteer candevote three days a year of working time to engage in skillsbased or field volunteer activities for the benefit of charitableorganizations. For the first year, the program was opened to
employees in France and the United States as a pilot. It will be
gradually deployed to other plants and subsidiaries. This
program reflects the commitment of Guerbet and its employees
to initiatives in favor of the people with disabilities, health, orefforts to address local needs and issues. Within thisframework, collections were carried out at the plants (foodcollection, hygiene and baby products, year-end gift boxes).
Guerbet also remains committed in France to the organization“Nos quartiers ont des talents” (NQT). Through this partnership,
employees
mentoryoung
graduatesfrompriorityneighborhoods and from disadvantaged social backgrounds.
They help them define their career plan and improve their job
search tools. They can also give them advice on adapting tocorporate culture, prepare them for job interviews, develop
their professional network, and help them gain self-confidence.
In 2021, some thirty employees signed up as sponsors since
the beginning of the partnership with NQT. To date, nearly
250 young people have received support.

STATEMENT OF NON-FINANCIAL PERFORMANCE
Human Resources

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

between young people and the business world. Guerbet has
set three-year targets in each of these areas. For example,
Guerbet has strengthened its policy of recruiting work-study
students from priority urban neighborhoods and has developed
a program to host students for their third-year internship in
partnership with the organization Tous en Stage.
During Industry Week 2021, Guerbet organized a number of
events to provide a behind-the-scenes look at our production
plants in France, from the manufacture of active ingredients tothe delivery of contrast media ready to be shipped to ourradiology customers: student visits to active ingredientproduction plants by the local teams and a virtual tour of apharmaceutical production plant.

Action plan and results
Theme

Employeedevelopment
and talentmanagement

Internal
mobility

Objectives and key focusesfor 2018–2023
Actions, progress and results in 2021

• Gradual deployment• 2,025 employees underwent at least one training course, including theimplementation of international development programs:of the Guerbet• Guerbet Development Center internal potential development program:
Academy: international
3rd international class launched in 2021, with , 20 new potentials integrated into
employee skills
the Development Center program, for a total of 66 potentials since its launch indevelopment programs
2019,
to support the Group’s• Management & Leadership program deployed at the international level:
development.
193 managers integrated into the program, a total of 222 managers have
• Gradual deployment
participated since the launch in 2020,of Learning• Training in new skills (medical devices, digital, etc.) through the implementation ofManagement Systeminternational programs in which 335 employees participated;(LMS), a single• Digitization of training:
management training• Deployment of a single training management tool for the entire Group (regulatory/
management tool,
quality/safety training management system) and definition of the target model forthroughout the entire
the future LMS to manage all training,
Guerbet group to• Launch of initiatives to develop in-house e-learning and distance learning skills forfacilitate overall
trainers,
management.
• Online language-learning platform made available: 514 employees have
• Deployment of theregistered for the English language-learning platform and 376 for otherdevelopment plan
languages,
as part of the annual• 2,088 employees active on the Guerbet Inside internal social network withperformance72 active communities and 248,000 content views over the year.
evaluation.
• Continuation of the• 58 internal transfers in 2021.
• Internal distribution of vacancies to encourage internal mobility.
internal mobility• Continuation of the Graduate Program to support the development of young
program.
employees in key positions through mobility and encouragement of VIE recruitment.

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5

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STATEMENT OF NON-FINANCIAL PERFORMANCE
Human Resources

5.2.2.3

A recognition policy in linewith the company’s strategy
and development

there is variable compensation in the form of bonuses and/or
profit sharing tied to individual and collective objectives
incorporating CSR criteria (such as safety and the environment)
and other factors.

Background and policy

Indirect compensation and benefits

Global recognition policy

In addition to direct compensation, we offer a “Compensation
and Benefits” package that includes the following components:

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

Direct compensation
We offer our employees attractive compensation tied to theassessment of their contribution to the company’s success.
Annual increases take into account the employee’s individual
performance as well as the positioning of the employee’s salary
relative to the market. In addition to this fixed compensation,• monetary and non-monetary recognition of individual andcollective performance;• competitive welfare, health and retirement coverage;• granting of bonus performance shares: since 2016, theGeneral Meeting has authorized the Board of Directors to
issue performance share allocation plans. These plans were
set up in 2016, 2018, and 2021. The performance shareplans include financial and CSR criteria;• company vehicles available to certain categories of
employees;• certain expenses covered, depending on local laws;• widespread use of teleworking implementation according toeligibility categories.

Premium
For the third year in a row Guerbet’s management has decided
to recognize all employees who have been mobilized in thecontext of the pandemic and reduced purchasing power in theface of inflation by paying a bonus. The company used the“Macron” plan for eligible employees.

Action plan and results
Theme

Objectives and key focuses for 2018–2023

Actions, progress and results in 2021

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

• A new performance share plan was created in
2021 based on financial and CSR criteria.
• At December 31, 2021, 3.10% of the share capital
was held by the Group’s employees.

5.2.2.4

Diversity and inclusion

Background and policy
At Guerbet, we are convinced that employee diversity is asource of human wealth. We believe that diversity is an asset
as well as an opportunity to develop the Group’s sustainable
performance, innovation, and creativity.
Around the world, in our offices and at our industrial plants, we
foster a culture that encourages and promotes an environment
where all people are welcomed, valued, and respected,

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regardless of their differences, origins, age, or social
background. This is how we build lasting relationships toenable better living, caring for people and growing throughshared knowledge.
It is our shared responsibility to build an inclusive workplace
where all employees can be themselves, be free to share theirperspectives, and feel that their contributions are valued andproactively sought for the success of the company without
prejudice.

STATEMENT OF NON-FINANCIAL PERFORMANCE
Human Resources

As indicated in our ethics charter, Guerbet promotes inclusion,
applies zero tolerance in the fight against discrimination in allits forms, and incorporates these topics into its managerial
training. The Group promotes diversity, regardless of gender,
age, marital status, sexual orientation, disability, national or
ethnic origin, or religious or political beliefs, in recruitment andcareer development.
Any act of discrimination can be reported to the manager, theLegal Division, or the Human Resources Division or on thereporting platform (alert line) available to employees. This
platform allows any professional alert reported anonymously orotherwise to be collected, recorded, and investigatedconfidentially (more information is available in the Guerbet
Code of Ethics: paragraph 5.5.3 “Prevention of corruption andconflicts of interest”).
At Guerbet, we believe in the talents of our employees. We
base our recruitment on the skills of the candidates as well as
their suitability for our mission and values. We are proud tohave employees who are motivated to contribute to Guerbet’s
success and performance regardless of their background. We
promote an equal opportunity workplace for all employees todevelop their careers, from recruitment and selection processes
to training, development, and internal mobility. The core of
Guerbet’s compensation and benefits strategy is based on
appeal and competitiveness and on equal pay for equal levelsof activity and responsibility.
The Human Resources team and managers at all levels of thecompany are responsible for the application of a policy ofdiversity, inclusion, and equal opportunities. Guerbet hasestablished major agreements on diversity, via a NonDiscrimination Charter in the United States and agreements inFrance on gender equality in the workplace, employment ofyouths and senior workers, and employment of disabled
persons.
In addition, in 2021, cognitive bias awareness and training
initiatives were deployed at certain plants.

Closer look at professional gender equality
At December 31, 2021, 43.9% of the Guerbet group’s
employees were women, and 56.1% were men, on both openended and fixed-term contracts. The Group aims to have thesame proportion among senior executives as exists in theGroup overall. The objective by 2023 is to have more than
40% of women in management positions or in middle or senior
management. To achieve this, Guerbet has included in the
Guerbet Academy a special focus on developing womenleaders with the creation of a multidisciplinary working group,
Lead’Her, to identify areas of work for 2022. The Guerbet
Academy is being deployed gradually under a 2020–2023
plan.
In 2021, the rate of women managers or in middle or senior
management was 38.8%, an improvement of 4 points from2018. At December 31, 2021, 40% of the Executive
Committee members were women, up significantly (12.5% at
the end of 2019).
The agreements and action plans signed in all of the Group’s
companies in France are based on a goal of zero
discrimination within the Company, a goal shared bymanagement and the social partners. They refer to results
particularly in terms of recruitment, qualifications, training andcompensation. They define provisions aimed at maintaining
gender equality in the workplace with regard to recruitment,compensation, training and career development.
In 2021, Guerbet achieved the following gender equality
scores:• 86 out of 100 for Guerbet S.A. ;• 84 out of 100 for the French subsidiary;• 93 out of 100 for the Marans plant.
This is a system for assessing gender equality within theframework of the “professional future” law, to which Guerbet
has replied. The rating is based on five criteria established by
the government: gender pay gap, gap in annual pay rises andpromotions, return from maternity leave, and presence of
women among the company’s top ten employees. This score
highlights Guerbet’s commitment to equality.

5

GENDER DISTRIBUTION AT THE GROUP LEVEL AND AMONG MANAGERS AND MIDDLE AND SENIOR MANAGEMENTMIDDLE MANAGERS AND EXECUTIVES

GROUP

56.3%

57.1%

56.7%

56.1%

43.7%

42.9%

43.3%

43.9%

2018

2019
Women

2020
Men

2021

65.2%

62.9%

61.7%

61.2%

34.8%

37.1%

38.3%

38.8%

2018

2019
Women

2020

2021

Men

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5

STATEMENT OF NON-FINANCIAL PERFORMANCE
Human Resources

Closer look at cultural diversity
In terms of cultural diversity, we monitor indicators on the distribution of nationalities within the group and at the management level.
The Guerbet group is present in 31 countries. At the Group level, 68 nationalities are represented, including 36 for managers andmiddle and senior management.
DISTRIBUTION OF NATIONALITIES AT THE GROUP LEVEL AND IN MIDDLE AND SENIOR MANAGEMENT
19.7%
United States

7.9%
Brazilian

3.6%
Brazilian

18.3%
United States

2.5%
Irish

4.0%
Irish

2.8%
Japanese

2.3%Japanese

GROUP

1.6%
South Korean

44.7%
French

1.5%
Hongkongese

0.8%
Hongkongese

49.8%
French

22.7%
Other nationalities

18.3%
Other nationalities

Closer look at measures taken to promote accessto employment for younger people and to keep
older workers employed

In 2021, 16% of interns and work-study students found theirfirst job at Guerbet plants in France permanent or fixed-term
contract).

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

Guerbet is developing partnerships between local schools,
colleges, and universities and Group plants. During Industry
Week 2021, Guerbet set up a number of events to give
students a behind-the-scenes look at its production plants inFrance.

At Guerbet generally, there is a real desire to keep older
workers employed (age 50 and over) and also encourage their
recruitment. In 2021, 69 senior employees joined us,
representing more than 12% of all new hires. Of these 69
hires, 14% were middle and senior managers.

Guerbet is looking to recruit work-study students from priority
urban areas. As indicated in the closer look at the commitment
of Guerbet and its employees, in partnership with theorganization Tous en stage, Guerbet regularly welcomes ninthgrade students as part of their discovery of the business world.

Guerbet is committed to young people’s access to long-term
job opportunities and implements measures to promote theintegration of young people.

GUERBET AGE PYRAMID

Through the Graduate Program, Guerbet supports thedevelopment of young employees in strategic positions.
Guerbet also offers VIE contracts, allowing several assignments
to be performed in various entities internationally.

13.5%
11.6%

7.1%

Guerbet • Universal Registration Document 2021

14.5% 14.0%

13.4%

12.8%

7.5%

3.5%

ye
ar
25
s
-3
0
ye
ar
30
s
-3
5
ye
ar
35
s
-4
0
ye
40
ar
s
-4
5
ye
ar
45
s
-5
0
ye
ar
50
s
-5
5
ye
ar
55
s
-6
0
ye
ar
60
s
-6
5
ye
ar
s
>6
5
ye
ar
s

2.0%

>2
5

Each year, Guerbet seeks to welcome more and more workstudy students and interns of all levels and disciplines at all its
plants, thereby contributing to the training of young people andfacilitating their access to their first job. Guerbet has
maintained this commitment to the maximum extent possible inthe context of the pandemic.

124

2.1%
South Korean

MIDDLEMANAGERS ANDEXECUTIVESSTATEMENT OF NON-FINANCIAL PERFORMANCE
Human Resources

Closer look at measures taken to promote theemployment and integration of disabled persons
The Group is committed to pursuing a policy for theemployment of disabled workers by relying on HR contacts anda Disability correspondent in France, who endeavor to adapt
work stations, and increase cooperation with the shelteredsector (1) and the disability-friendly employment sector (2). This
policy has materialized in practical initiatives for several years,
such as:• the recruitment of disabled persons is encouraged, andrecruiters are trained to recruit them;• training of managers in the equitable management of adisabled worker;• use of the sheltered employment sector and the disabilityfriendly employment sector for certain services (collection
and sorting of waste, maintenance of green spaces androads, packaging activities, etc.);• initiatives aiming to change perceptions of disability andshow people that being different is not a handicap but canin fact create synergies:• organization
employees,ofawebinarwith58

participating• participation of employees in the Special Olympics
solidarity race funded by Guerbet,• regular publication of articles on disability on the Guerbet
Inside collaborative platform,• production of video testimonials from employees,• participation in Duoday (the company hosts a disabled
person on a national day to shadow a volunteer
professional);• a search for personalized job redeployment solutions withthe help of disability committees to try to retain employees in
the workforce (see section 5.3.1.3 “Occupational health”).
Guerbet S.A.’s rate of direct employment of disabled workers is
5.35%; not including subcontractor employees. This rate is
calculated according to the new methodology defined in the
French social security code (calculation on the average
workforce, recognition of beneficiaries aged 50 and over,excluding the sheltered and adapted work sector).

Action plan and results
Theme

Objectives and key focuses for 2018-2023

Actions, progress and results in 2021

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

Cultural diversity• Develop cultural diversity.

• Rate of 38.8% women managers or middle managers andexecutives vs. 43.9% all positions included. This rate is up
from 34.8% in 2018.
• Gender equality indicators:• 86 out of 100 for Guerbet S.A.,• 94 out of 100 for the French subsidiary,• 93 out of 100 for the Marans plant.
• At the Group level, at least 68 nationalities are represented,
including 36 in middle and senior management.
• 87 apprentices at the end of 2021: 3.2% of the workforce.
• 46 interns throughout the year.
• A VIE for the whole year.
• 16% of interns and work-study students found their first job
at Guerbet.
• Seniors represent 12% of 2021 hires, 14% of whom are
middle and senior managers.
• Workers with disabilities account for 5.35% of Guerbet
S.A.’s direct employees in France, excluding partnerships
with the sheltered and adapted work sector.

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

Employment of
disabled persons

(1)
(2)

• Promote the employment of disabled
persons.

5

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

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5

STATEMENT OF NON-FINANCIAL PERFORMANCE
Human Resources

5.2.2.5

An approach promoting a better
quality of life at work

Background and policy
Guerbet’s ambition is to promote a good work/life balance by
providing a satisfactory working environment for its employees.
This approach includes the creation of a safe working
environment, attention to the development of management
practices promoting proximity with employees, and attention totheir well-being.
A safe work environment contributes to the quality of life atwork, which is reflected by our key focus on Safety First.
Guerbet is a player in healthcare. Internally, this mission isreflected in the priority given to employee safety and health.
To enable employees to learn of and understand progress on
the Group’s strategic plan, and to make it meaningful, Guerbet
regularly organizes information meetings at the head office andin each subsidiary.
Employee information and expression are also promoted by theavailable digital solutions, such as the collaborative software
solution Guerbet Inside, the online collaboration tool thatfacilitates teamwork, relationships, and dialog.
Guerbet is gradually deploying programs to improve the qualityof life at work (“QVT”) and for the prevention of psychosocial
risks (PSRs), and it conducts targeted employee surveys
involving local management:• the QVT policy is part of the mandatory annual negotiations
for all French entities;• in 2021, Management continued the actions initiatedfollowing the survey conducted in 2019 among Guerbet
S.A. employees on identified work themes related tocommunication, work atmosphere, recognition, or working
conditions. This collaborative approach has allowed actionplans to be built. The social partners are regularly informedof the progress of action plans;• since 2019, the Dublin plant has conducted an annual
employee survey, which is part of the “Great Place toWork” certification process, and continues to roll out theassociated action plan.

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Guerbet • Universal Registration Document 2021

In 2021, Guerbet continued to implement an action plan toensure the quality of life at work for employees:• appointment of two psychosocial risk specialists for Guerbet
S.A. to strengthen the concerted efforts of management andemployee representatives;• QWL/PSR surveys conducted locally (e.g. at the Aulnaysous-Bois plant and at the head office);• widespread deployment of teleworking to promote work-lifebalance by providing good-practice guides for organizationof working at home and on-screen work;• maintaining team connections through the managers (virtual
coffee breaks, etc.);• promotion of sports and well-being by setting up apartnership to offer sports and well-being courses to
employees of the French plants;• online training.
Guerbet takes psychosocial risk into account in its managementand deploys appropriate plans and programs. As part of this,a concrete action plan has been rolled out in the French plants
to:1. promote the right to disconnect;
2. train managers in objectification of the workload andinvolve them in co-development sessions;
3. coordinate the internal liaison group made up of volunteer
employees, trained and regularly retrained through their
participation in joint development sessions; and4. protect the health of independent executives whose contracts
are based on a fixed number of working days through aspecial annual interview regarding the workload.
Support programs are in place at the Cincinnati, Dublin andRaleigh plants and the sales subsidiaries in North America andAsia-Pacific to help employees with work-related/personal
problems, including issues relating to the pandemic.
Guerbet offers all its employees in France access to a remote
medical consultation service, including a psychological support
unit, through the mutual health insurance company.
In addition, to foster pride in belonging and employee
satisfaction, Guerbet encourages employee involvement andthe organization of initiatives and events at the local andGroup levels.

STATEMENT OF NON-FINANCIAL PERFORMANCE
Human Resources

Action plan and results
Theme

Objectives and key focuses for 2018–2023

oftargeted
Employee satisfaction • Deployment
involving local management.

Internal
communicationand employee
collaboration

5.2.2.6

Actions, progress and results in 2021

surveys• Continued deployment of action plans, following the survey
conducted in 2019, on topics related to communication,
work atmosphere, recognition, or working conditions.
• Gradual implementation of the action plan at the Dublin
plant through “Great Place to Work”.

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

• 72 active communities and 2,088 connected employeeson the Guerbet Inside collaborative software solution.
• Organization of monthly conference calls for all employees.

Labor relations

The Group has always encouraged dialog with employee
representative bodies, which it considers to be full-fledged
partners. For Guerbet, social dialog is conducted on the basisof mutual trust. It can be a lever for performance and a driverof transformation. It is based on transparency, communication,
respect, and a shared commitment to achieving results.
Similarly, union rights are recognized and respected in all
countries where Guerbet operates.
Accordingly, on a proposal from the Board of Directors, theGeneral Meeting of Shareholders in 2017 had proactively
organized the early election of a first Employee member of theBoard of Directors. A second employee Board member was
elected in 2020. For these two elections, Guerbet provided
internal communication support to all the candidate employees.
Among other ways, the Group’s social responsibility policy isreflected in France in the signing of agreements on genderequality in the workplace, quality of life at work (QVT),
working-time arrangements, working conditions, and, moregenerally, employment. Collective working-time arrangements
have been introduced in the production sectors, such as shift
work, continuous work, semi-continuous work and on-call duty,
in order to meet operating needs.

Against the backdrop of Covid-19, health and social
preventive and protective measures have been put in place in
consultation with the social partners. Guerbet has implemented
Group governance with the exchange of good practices andregular conference calls with all employees.
In a broad sense, labor relations at Guerbet involve:• promoting communication between all internal stakeholders:dialog between social partners and Management, between
managers and their teams, and between the various sectors;
and• preventing conflict by encouraging free expression andbeing receptive, dealing early with potential situations ofconflict, giving attention to working conditions, andgathering proposals for improvements.
For example, in 2021 at the French plants, HR workshops
were offered to managers and employees to inform them aboutthe HR systems in place (paid leave, annual appraisal
interview, understanding pay slips, housing action, etc.).

5

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STATEMENT OF NON-FINANCIAL PERFORMANCE
Keeping people safe and healthy

5.3 Keeping people safe and healthy
5.3.1

&

RISKS
OPPORTUNITIESOPPORTUNITIESBackground and policy

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

In line with the Group’s strategy, Guerbet has formalized its
HSE vision and designed the 2023 HSE road map with theobjective of reinforcing the safety culture. This vision and theHSE road map were built around the following 10 key points,
structuring Guerbet’s HSE management system.

• reporting of events, root cause analysis, and cross-plant
feedback;• appropriate visual management;• preparation for emergencies.

• strong, visible leadership by managers;• risk assessment and control;• consideration of HSE issues from the start of projects;• commitment by everyone to apply the Guerbet Values(CARE), rules, and safety behaviors;
CLOSER LOOK AT SAFETY

10
MANAGEMENTREVIEW AND
MONITORING

1

2

3

Event
reporting andperformancemonitoring

HSE leadershiprole and
responsibilities

Risk assessment
and control

4

5

6

Rules andprocedures

HSE
communication,
training,and skills

Asset design,
maintenance,
and integrity

7

8

9

Safety ofsubcontractors
and suppliers

Audits andbenchmarks

Emergency
management

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

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10
MANAGEMENTREVIEW AND
MONITORING

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

STATEMENT OF NON-FINANCIAL PERFORMANCE
Keeping people safe and healthy

Guerbet deploys awareness programs involving employees, forexample by setting up teams of Safety Champions andorganizing Group HSE awareness days at all the industrial
plants and at headquarters led by employees, Safety
Champions, and/or managers.
The Group also involves outside companies with, for example,
a safety challenge organized for the second year in Lanester
and a partnership during the HSE day in Aulnay-sous-Bois.

5.3.1.1

Safety of people

Achieving our safety objectives is the primary responsibility ofthe management team and requires the commitment of eachGroup employee.
The Group’s objective is to reduce the TRIR (1) by 64% between
2017 and 2023. This indicator includes injuries with lost time,with medical restrictions, or with medical treatment.
Improving safety results is a key annual objective for all
employees:• for the CEO and COMEX members;• cross-plant sharing of information and outside feedback
through monthly meetings and an annual seminar;• encouragement of safety leadership by managers (HSE
dialog, presence in the field, etc.);• programs to encourage HSE improvements through reward
systems (safety category awards).
Against the backdrop of the pandemic, Guerbet has
maintained its commitment to give top priority to employee
health and safety while ensuring its business continuity.
Teleworking was given maximum priority. Guerbet has also
continued to adapt protective and preventive measures to thecircumstances of the pandemic to preserve the health of its
employees.
CHANGE IN THE GROUP’S SAFETY PERFORMANCE
38
32
27
1.4
1.1

• for industrial managers;

1.0

0.6

• for employees eligible for the annual bonus, the reduction in
the number of accidents is one of the criteria used to
calculate compensation;• for Guerbet employees in France, for whom this indicator is
included in the profit-sharing calculation;• for key managers and talents under the 2019-2021
performance share allocation plan (Long-Term IncentivePlan).
Each industrial plant has a dedicated HSE organization
reporting hierarchically to the Plant Manager and functionallyto the Group HSE and Risk Manager. Safety correspondents
have been identified for the sales subsidiaries.
The HSE Operational Excellence Program of the industrial
plants is supported by:• communication on HSE and security events according tostandardized definitions within 24 hours at the Group level.
This communication by the Director of the plant in question isintended for the Chief Executive Officer, the VP of Technical
Operations, the SVP of Human Resources, and the GroupHSE and Risk Management team as well as the other Plant
Directors and HSE Managers;• monthly reports from each plant to the Group HSE and Risk
Management team on performance, management andaction indicators;• performance reviews conducted quarterly in the industrial
plants, including Operational Excellence Programs;

(1)

17

2017

2018

2019

2020

Number of recorded injuries

5.3.1.215
0.552023 objective: 0.5

2021
TRIR

Safety of the industrial plants

The production of active ingredients for contrast media entails
safety and environmental risks. These risks are inherent in thehazards involved in manufacturing, transporting, using anddisposing of the raw materials, solvents, reactants, synthetic
intermediates and other products used.

5

Three of our industrial plants have the Seveso classification:• high threshold for the Dublin and Marans plants;• low threshold for the Lanester plant.
These three plants are subject to special requirements. They
regularly conduct and revise hazard studies, resulting in the
introduction and monitoring of risk control measures to limit theprobability and potential impact of accidents on theirsurroundings both normal and degraded operating modes.
Internal procedures and staff training help to allow for
regulatory changes and maintain skills for managing specificrisks, such as the transport of hazardous materials and thehandling of chemical products, and ensure that abnormal
situations can be managed so as to control and mitigate theirimpact.

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

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5

STATEMENT OF NON-FINANCIAL PERFORMANCE
Keeping people safe and healthy

In consultation with the authorities, the Lanester plant decided tomaintain certain requirements relating to its former highthreshold classification, including the organization of
emergency response systems, the safety management systemguaranteeing the implementation of robust risk prevention
processes, and technological risk prevention plan (PPRT) to
protect local residents. This decision demonstrates the plant’shigh level of requirements for continuous improvement inindustrial safety areas, to ensure the safety of employees, local
residents and the environment.
For the Marans and Lanester plants, the PPRTs manage urban
development within defined areas according to the risks.
Internal measures and investments to reduce the likelihood andconsequences of injuries have been reinforced by regulatory
requirements for greater protection of local inhabitants. For
example, Guerbet has signed a three-party (central
government, local authorities, Guerbet) funding agreement tosupport the installation of containment facilities for individuals orcompanies located close to the Lanester plant.
Guerbet’s production plants are regularly audited and visitedby the Group and inspected by local environmental authorities
and fire brigades.
The Marans plant has been a signatory of the Responsible
Care® initiative since 2019.
This initiative is the global chemical industry’s
shared commitment to the safe management ofchemicals throughout their life cycle and thepromotion of their role in improving the qualityof life and their contribution to sustainable
development.

5.3.1.3

Occupational healthWith the occupational health units and the local health/safety
bodies, Guerbet applies an occupational health andprevention policy, actions to improve working conditions, andappropriate medical monitoring to preserve the physical andmental integrity of its employees.
In the industrial plants, in collaboration with the occupational
medicine service, prevention programs are implemented
according to the identified risks, such as hearing, vision, andatmospheric tests and training in the use of personal protective
equipment. At the Group level, awareness-raising campaigns
are carried out to promote health, for example during pink
October (302 employees connected to the webinar) and blue
November.
Through appropriate medical monitoring, Guerbet is able toanticipate employees’ unfitness for work and provide solutionsin the form of adapted workstations or organization of working
time. Where appropriate, Guerbet looks for personalized job
redeployment solutions, with the help of its disability
committees, to try to retain employees in the workplace.
Many health initiatives are accordingly implemented in theplants and subsidiaries, such as the introduction of new
equipment and/or organizational measures to improveergonomics, awareness raising concerning health, nutrition andheatwave issues, and vaccination campaigns.
In the context of the pandemic, in addition to the protective andpreventive measures deployed for all its employees, Guerbet
has continued to give special attention to vulnerable employees
in regular coordination with occupational health services byfacilitating vaccination.

Industrial and environmental risks are outlined in section 4.8.2“Risk factors” in the “Operational risks/Environmental andsafety risks” paragraph.

Guerbet offers all its employees in France access to a remote
medical consultation service, including a psychological support
unit, through the mutual health insurance company.

Closer look at the European REACH regulation

5.3.1.4

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

Closer look at social protection

Guerbet ensures that its employees receive social welfare
benefits in accordance with the regulations and practices inforce in the various countries in which Guerbet is present.
In France and the United States, given the trends in healthcare
expenditures and coverage, Guerbet strives to maintain a goodlevel of healthcare benefits for its employees. With regard to
personal protection, Guerbet insures its employees against
major personal risks. In 2021, a study was conducted toreview the death, health, retirement, and disability coverage
across all countries and to adapt the existing plans.
In 2020, against the backdrop of the Covid-19 pandemic,
Guerbet created a fund to help heavily impacted employees.
The money for this fund had come from all the Directors and theChief Executive Officer, who each contributed 5% of theirannual compensation. The unused portion of this fund set up in2020 remained available in 2021 to be allocated if
necessary to employees hard hit by the crisis.

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STATEMENT OF NON-FINANCIAL PERFORMANCE
Keeping people safe and healthy

5.3.2

Action plan and results

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

Group safety

Safety of people,
industrial safety,
and environmental
impacts on theindustrial plants

Safety of sales
subsidiaries andadministrative units

Healthcare

Objectives and key focusesfor 2018-2023

Actions, progress and results in 2021

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

• 15 injuries, on a TRIR basis, for the Group as a whole, including
12 lost-time injuries.
• The TRIR for the Group is 0.55, down 61% from 2017. The
occupational injury frequency rate is 3.4.
• The occupational injury severity rate was 0.10 for the Group as awhole, down 96% from 2017.
• Implement the 2018–2023• Maintain and adapt protection and prevention measures topreserve employee health and safety in the context of theindustrial HSE road map.
• Perform HSE audits every two
pandemic.
• Deploy the 2021 HSE road map for industrial plants:
years in 100% of the industrial• reinforce vital procedures (work permit, fire permit, working at
plants.
• Standardize the management
height, confined space),
and action indicators for all the• strengthen the process risk analysis program (Hazop) at active
ingredient production plants,
industrial plants.
• Roll out the Group HSE policy in• conduct studies of business continuity and emergency responseplans,
each of the industrial plants.
• gradually launch the Group’s HSE software at the industrial
plants,• hold the 1st HSE day at the industrial plants and at
headquarters,• deploy the guidelines on roles and responsibilities,• conduct a cross HSE audit in Marans.
• Regular visits to the French and Dublin plants by the Risk Manager.
• Deploy process safety indexes for all the industrial plants
manufacturing active ingredients.
• Maintain and adapt protection and prevention measures to• Deploy the TRIR indicator eachpreserve employee health and safety in the context of themonth and establish
communication within 24 hours of
pandemic.
• Establish the framework for the online safety awareness project forpotentially serious injuries.
the field teams.
• Build the sales and administrative
HSE road map on the basis of
the actions carried out in the
French sales subsidiary and at thehead office.
• Continue to implement the• No occupational diseases were reported according to the criteriaindustrial HSE road map.
of local regulations.
• Influenza vaccination campaign at all industrial plants and for• Continue preventive healthinitiatives.
certain administrative and sales entities.

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Minimizing the environmental impacts of our activities

5.4 Minimizing the environmental impacts of our activities
Guerbet is fully aware of the environmental challenges facing
the world and pursues its development in a sustainable manner.
The company is committed to reducing its environmental
footprint across all its operations, from raw material sourcing to
the production of contrast media and medical devices, throughto customer delivery. The Group is committed to controlling its
processes and waste while innovating to reduce their impact.

&

RISKS
OPPORTUNITIESOPPORTUNITIESThe Group is mindful of the challenges of climate change. All
these initiatives are conducted in strict compliance withapplicable regulations and standards, wherever Guerbet
operates.
Through its HSE policy, Guerbet is committed to implementing
solutions in four areas:

Considerationof climate issues

Innovation
approach

OUR
COMMITMENTS

Sustainable useof resources

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

5.4.1

carried out on these plants. In addition, the Group’s carbon
footprint assessment takes into account all activities of Guerbet
and its suppliers and subcontractors.

Climate issues

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

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Preservationof biodiversity
and controlof emissions

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into account. In 2021, Guerbet launched the “Climate
Strategy” project to better cope with the issues of sustainable
performance and transformation, which will continue in 2022.
It was presented to the Ethics, Governance ,and CSR
Committee of the Board of Directors.

STATEMENT OF NON-FINANCIAL PERFORMANCE
Minimizing the environmental impacts of our activities

To carry out this project, Guerbet has put together a multidisciplinary team of employees and expert consultants according to thefollowing methodology:
ANALYSIS OFPHYSICAL AND
TRANSITION ISSUESCARBON STUDYDECARBONIZATIONTRAJECTORY

Identificationof the group’s key
risks and opportunities
according to the
TCFD* framework

Update and analysisof the carbon
footprint on all
activities (scopes 1,
2, and 3)

Energy audits:taking into accountexisting audits
and performing
additional audits

Validation of
objectives

Interviews of
the industrial plants
and key functions

Benchmarkof our ecosystemin terms of climate
commitments andstrategies

Interviews andworkshops:
industrial plants,
key functions andsuppliers, key carriersInternal
and external
communications

Analysis of physicalrisks of the industrial
plants and key
suppliers with an
exposure analysis tool

OBJECTIVES,ACTION PLANS, AND
COMMUNICATION

Construction ofaction plans forplants and sectors

Analysis of ourcarbon trajectoryby 2032 to determine
our ambition* TCFD : Task Force on Climate-related Financial Disclosures.

5.4.1.1

Climate risks and opportunities

Climate change brings about physical and transition issues
such as:• physical risks for our industrial plants and main suppliers inour supply chain related to acute and chronic weather
phenomena (such as temperature, drought, precipitation,and natural disasters, etc.) and the financial impact of theserisks;In 2021, Guerbet strengthened its climate risk assessment as
part of the “Climate Strategy” project on physical and transition
risks. Physical risks were analyzed for all of our industrial plants
and for key Guerbet suppliers likely to be the most at risk. This
assessment was performed using an analytical tool to measure
the exposure of assets to climate risks and assess thevulnerability of activities to strengthen actions to mitigate
physical risks.

• transition risks related to the scarcity of resources, thestrengthening of market requirements and regulations,
reputational issues related to the expectations of internal andexternal stakeholders, and the financial impact of these risks.

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The following is a summary of the risks and opportunities that could have a significant impact on the Group:

MAIN RISKS AND OPPORTUNITIESPHYSICALAREA OF WORKTEMPERATURE& DROUGHTPRECIPITATION& WATER

Our plants are mainly exposed to:●temperature
increases;●

water stress.

NATURAL DISASTERS

Our supply chain
could be disrupted
by extreme weather
events and flooding.

Improve the energy efficiency of buildings
and increase cooling capacity.
● Reduce water dependency (storage,
efficiency, reuse, recycling, and rainwater
harvesting).
● Pursue diversification of supply sources andreinforce the climate aspect in the supply
strategy.
● Increase employee awareness.
●

TRANSITIONAL
AREA OF WORKPOLITICAL AND LEGAL

MARKET

APPEAL, IMAGE,
AND REPUTATION

Tighter regulations andhigher prices (energy,
resources, carbon quotas,
taxes) are political,
financial, and legalrisks for Guerbet.
This risk is partially offset
by innovation and theevolution of available
technologies providing
an opportunity to reduce
our emissions.

The growing
expectationsof shareholders,investors, andcustomers represent
a risk of market loss
and an opportunity
for Guerbet tostand out.

The expectations ofinternal and external
stakeholders arealso an opportunity
for appeal, image,and reputation
for Guerbet.

The climate project has identified the following main risks andopportunities that can have an impact on activities, the supply
chain, costs, and competitiveness. This is why Guerbet has
implemented action plans such as actions to reduce energy
consumption, optimize processes, and control waste,emergency procedures at plants at risk of hurricanes, andstockpiling to compensate for any disruption production plant.
To strengthen its resilience, Guerbet has identified the following
areas for action in connection with the climate project and thebusiness continuity program for the Group and its industrial
plants.

(1)

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5.4.1.2

Define, communicate, and implement
the decarbonization trajectory.
● Consider the climate even more in process
innovation and product and packaging
design to reduce impact throughout
the life cycle.
● Reinforce the climate aspect in the supply
strategy.
● Strengthen the integration of climate risks
into the Group’s risk mapping.
● Reinforce the climate aspect in the supply
strategy.
● Continue transparent communication
about the climate.
● Increase employee awareness.
●

Decarbonization

Well aware of the issues of climate change, Guerbet has set
the following decarbonization objectives to ensure compatibility
with the Science-Based Targets (SBT) (1). These are greenhousegas emission reduction targets that provide organizations witha trajectory aligned with climate science; defining an SBT is
integral to a credible climate strategy.

The Science Based Targets (SBTi) initiative encourages ambitious climate action in the private sector by allowing companies to set science-based emission reduction
targets https://sciencebasedtargets.org/

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STATEMENT OF NON-FINANCIAL PERFORMANCE
Minimizing the environmental impacts of our activities

Guerbet has decided to commit to a minimum WB2 °C
trajectory (2), for 2032, for the reference year 2021; the file
will be submitted to the SBT. In concrete terms, this trajectory is
broken down as follows by 2032:• at least 27.5% reduction in absolute terms on scopes 1 and
2 (on average 2.5% reduction per year);• at least 13.2% reduction in absolute terms on scope 3(1.2% reduction on average per year).

These objectives take into account the Group’s growth strategy,internal reduction actions, innovation and technology
developments, exogenous decarbonization factors onelectricity, the use of renewable energies, and the commitmentsof key suppliers and transport companies. They have beenvalidated by the Executive Committee and the Board of
Directors.
In 2021, Guerbet updated its carbon footprint assessment for
all its activities, scopes 1, 2, and 3 for the previous year.

SCOPE OF GUERBET’S CARBON FOOTPRINT ASSESSMENT
UPSTREAM ACTIVITY(scope 3)

COMPANY ACTIVITY(scopes 1 and 2)

DOWNSTREAM ACTIVITY(scope 3)

Purchases of goods
and services

Inboundfreight

Fuelconsumption

Outboundfreight

Investments
in capital goods

Energyupstream

Electricity
consumption

Use of products
and services soldFugitive and process
emissions

End of lifeof products soldBusinesstravelWaste

CommutingThis study confirmed the significant items, namely purchases, energy, and transport. These three items account for nearly 85% of theGroup’s greenhouse gas (GHG) emissions.
BREAKDOWN OF GHG SOURCES

5

In connection with this carbon footprint assessment and theclimate project, Guerbet is strengthening these action plans
through the following key areas:• Governance:

16%
9%
18%

57%

Materials, goods,
and services purchased
Energy and processes(scopes 1 & 2)
Freight
Other emissions• engage all employees by cascading Group objectives tothe individual level in key executive, managerial, andintermediate functions;• develop internal expertise in key functions,• raise awareness among all employees.
• Energy and processes (see paragraph “Minimizing thecarbon impact of energy consumption and processes”):• continue audits and energy efficiency actions at theindustrial plants,• set up innovative facilities and breakthrough actions,• develop the use of renewable energies,• strengthen energy and climate criteria in investments anddevelopment.

(2)

Well-below 2°C compared with pre-industrial temperatures, as recommended by the Intergovernmental Panel on Climate Change (IPCC).

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STATEMENT OF NON-FINANCIAL PERFORMANCE
Minimizing the environmental impacts of our activities• Research, innovation, and development:• integrate the climate component from the R&I stage• systematize the life cycle analysis (LCA) of new products
and packaging and progressively conduct LCAs on
existing products and packaging with the highest priority.
• Purchasing, use, and end of life:

Following the replacement of the oil-fired boiler at the Marans
plant by a gas-fired boiler in 2020, none of the boilers at theindustrial plants run on oil, which has a positive impact on
GHG emissions.
BREAKDOWN OF GHG EMISSIONS BY TYPE OF ENERGYAT THE INDUSTRIAL PLANTS• strengthen our climate criteria in the choice of suppliers,• continue to engage with suppliers with the largest carbon
footprint (see section 5.6),

65%
Gas

35%
Electricity• strengthen the internal recycling of raw materials andsolvents,• strengthen eco-design and circular economy approaches
for all new products and developments in partnership with
our suppliers and customers.
• Transport:• continue the optimization of our supply chain,• give preference to sea transport over air transport for
shipping our finished products to customers,• strengthen our climate criteria in the choice of transporters,• continue totransporters.

discussandengage

with

our

main

Minimizing the carbon impact of energy
consumption and processes
GHG EMISSIONS FOR SCOPES 1 AND 2(reference year 2021)

37,642OPPORTUNITIESTransport represents nearly 20% of the Group’s GHG
emissions. Freight from our plants to our customers has anespecially significant impact. The environmental and economic
challenge for Guerbet is to limit the use of air transport by using
sea transport instead. To this end, Guerbet has identified thefollowing key actions:• increase our knowledge of local markets,• invest in statistical forecasting tools;

10.4• make production more flexible by investing in new industrial
tools (shorter cycle times, smaller batches);35%• strengthen the relationship with logistics companies throughjoint engagement with our major transporters;

2021
Relative emissions (T. eq. CO2)

Absolute emissions (T. eq. CO2): scope 2

In 2021, the relative GHG emissions on scopes 1 and 2
represent 37,642 metric tons of CO2 equivalent. The energy
efficiency measures implemented at the industrial plants aredetailed in paragraph 5.4.2 “Sustainable use of resources,”closer look at “Energy consumption”).

136

&

RISKS
OPPORTUNITIES• improve the reliability of sales forecasts by:

65%

Absolute emissions (T. eq. CO2): scope 1

Minimizing the carbon impactof the supply chain

Guerbet • Universal Registration Document 2021

• strengthen the integration of environmental performance inthe selection process and in reporting.
In connection with these key actions, Guerbet’s objectives for2023 are to:• improve the indicator on available products delivered ontime; and• reduce the proportion of finished products transported byair.
2021 was also a special year due to the Covid-19 crisis.
However, shared values and the collaboration established withtransporters and suppliers made it possible to get through theyear without any major break in supply with greater use of airtransport. The use of air transport is an adjustment variable todeliver to our customers on time. The air transport indicator istherefore higher than in 2020.

STATEMENT OF NON-FINANCIAL PERFORMANCE
Minimizing the environmental impacts of our activities

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

Other actions
In addition to energy and waste optimization measures, othermeasures are being taken to limit the impact of business travel
and commuting:• the Group’s travel policy includes measures to reduce thecarbon impact of business-related travel by promoting theuse of alternatives to traveling;• the Group encourages the use of remote communication
facilities and public transport, especially rail transport;• the use of electric and hybrid vehicles is encouraged by thepolicy concerning company vehicles; by the end of 2021,
19% of company vehicles in France will be hybrid orelectric; in addition, we will no longer order diesel vehicles;• the plants are being equipped with charging stations forelectric vehicles, for example in Aulnay-sous-Bois, Dublin,and at the head office in Villepinte;• to reduce the impact of commuting, various actions havebeen implemented in recent years: electric charging stations,car-sharing services, promotion of soft means oftransportation (improvement of non-motorized two-wheeler
parking facilities, home-work bicycle challenge, bicycle
allowance), promotion of carpooling, and the widespread
implementation of teleworking.
Moreover, the pandemic has severely limited employee travelin the past two years, whether business-related or commuting,which were dramatically reduced as given the preference forteleworking throughout the crisis.

5.4.1.3

Green taxonomy

Context of the European taxonomy
Guerbet has analyzed its eligible activities under the two
climate objectives concerned for the year 2021 in accordancewith European regulation 2020/852 defining theenvironmental sustainability of economic activities of June 18,
2020 (the European regulation, known as the “Taxonomy”
regulation, was adopted on June 4, 2021, by the European
Commission) relating to the establishment of a framework topromote sustainable investments within the European Union.
For the 2021 fiscal year, sustainable activities are described interms of the first two objectives concerned, namely climatechange mitigation and climate change adaptation (Annexes I
and II of the Climate Delegated Acts). Sustainable activities will
be extended to the other four objectives with reporting requiredin the 2023 fiscal year:

2021

2023

FINAL APPENDICESDRAFT APPENDICES

on technical criteria for the 2021
fiscal year

on technical criteria, in consultation over 2021 and 2022,
reporting obligation in 2023

CLIMATE CHANGEMITIGATION

TRANSITION
TO A CIRCULARECONOMYADAPTATION
TO CLIMATECHANGEPOLLUTIONPREVENTION
AND CONTROLSUSTAINABLE USE
AND PROTECTION
OF WATER AND
MARINE RESOURCES

5PROTECTION
AND RESTORATION
OF BIODIVERSITY
AND ECOSYSTEMS

According to the delegated act adopted on June 4, 2021, an
activity is considered eligible if it is included in the list ofactivities in Annexes I and II. Activities that do not meet thedefinitions in these annexes are considered ineligible.

products and/or services associated with economic activities
considered as sustainable within the meaning of this regulationand delegated acts under the first two climate objectives:

In accordance with the Taxonomy regulation and theprocedures defined by the delegated act “Article 8,” Guerbet
is required to publish three performance indicators, based on
the Group’s consolidated financial statements, resulting from• share of eligible capital expenditures (CAPEX);• share of eligible revenue;• share of eligible operating expenditures (OPEX).

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Performance indicators

the activity “3.14 Manufacture of basic organic chemicals,” asthe products manufactured by Guerbet are not listed in thetargeted products.

Revenue
The revenue ratio according to Article 8 of the Regulation(paragraph 2, point a.) is calculated as the share of net
revenue from products or services associated with economic
activities eligible for the Taxonomy (numerator) divided by net
revenue (denominator).

In 2021, the share of Guerbet’s revenue eligible undercategory “8.1. Data processing, hosting, and related
activities” was 0.068%.

Guerbet’s activities are focused on the manufacture andmarketing of contrast media, medical devices, and innovative
solutions essential for Diagnostic and Interventional Imaging.

In 2021, Guerbet’s eligible CAPEX include:

The portion of Guerbet’s revenue eligible for the 2021
financial year with respect to the climate objectives is limited tothe marketing of innovative solutions under category “8.1. Data
processing, hosting, and related activities,” in connection with
Guerbet’s activities in Artificial Intelligence and digital solutions.
Guerbet’s other activities are not directly concerned by climate
objectives. They are not considered by the taxonomy as having
a substantial contribution to climate objectives, as theregulation has targeted the sectors of activity that emit the mostgreenhouse gases.
The Group has performed a detailed analysis of the activity“3.14 Manufacture of organic basic chemicals” covered by
the taxonomy. This analysis did not reveal any sales related toInvestments related to:

CAPEX
a. capital expenditures on assets or processes associated witheconomic activities eligible for the taxonomy, i.e. R&D of
Artificial Intelligence and digital solutions under category “8.
Information and communication”, paragraph “8.1. Data
processing, hosting, and related activities”.
b. capital expenditures related to the purchase of taxonomyeligible economic activities and individual measures thatenable target activities to become low-carbon or result in
GHG reductions, namely tangible fixed assets of buildings
and warehouses and the acquisition of right-of-use assets
related to long-term real estate leases and vehicle fleet
leases, and real estate construction and activities (7).
These eligible CAPEX constitute the numerator for calculating
the share of eligible CAPEX.

Standards(in thousands of €)AmountCross reference to the 2021
consolidated financial statements

IAS 38
IAS 163,329
0

Not available for direct reading in the URD
Not available for direct reading in the URD

IFRS 16IFRS 16

7,808
2,617

Chapter 6.1.2, Note 6.1
Not available for direct reading in the URD

213,756

Not available for direct reading in the URD

R&D on Artificial Intelligence anddigital solutions
Plant, property, and equipment
Rights of use – long-term real estateleasesRights of use – Fleet rental rights
Construction and real estate activities
TOTAL ELIGIBLE CAPEX (NUMERATOR)

IAS 16IFRS 16

In 2021, the amount of eligible CAPEX (numerator) was €13,756 K, as detailed above.

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Minimizing the environmental impacts of our activities

In accordance with the taxonomy regulation, the denominator of CAPEX includes R&D acquisitions, gross additions to property, plant,
and equipment and intangible assets and rights of use (IFRS 16 – Leases).
Investments related to:

R&D
Plant, property, and equipment
Rights of use
Intangible assets

Standards(in thousands of €)AmountCross reference to the 2021
consolidated financial statements

IAS 38
IAS 16IFRS 16
IAS 38

7,976
37,34912,334
3,455

Not available for direct reading in the URD
Chapter 6.1.2, Note 6.1
Chapter 6.1.2, Note 6.1
Not available for direct reading in the URD

TOTAL CAPEX (DENOMINATOR)

61,114

In 2021, the denominator amount was €61,114 K, as detailed above.
The eligible CAPEX ratio was 22.5% in 2021.

OPEX
In 2021, Guerbet’s eligible OPEX include direct non-capitalized costs related to:a. assets or processes that are associated with eligible economic activities, i.e. R&D, Artificial Intelligence, and digital solutions;b. the purchase of eligible economic activities, i.e. construction and real estate activities.
(in thousands of €)AmountCross reference to the 2021
consolidated financial statements

R&D on Artificial Intelligence and digital solutions
Construction and real estate activities*

10,2200

Not available for direct reading in the URD
Not available for direct reading in the URD

TOTAL ELIGIBLE OPEX (NUMERATOR)

10,220

Direct non-capitalized costs related to:* Three potentially eligible items in our OPEX: the renovation of our buildings, the maintenance of energy-efficiency equipment, and electrical terminals.

In 2021, the amount of eligible OPEX (numerator) was €10,220 K, as detailed above.
In accordance with the taxonomy regulation, the denominator of OPEX consists of direct non-capitalized costs related to R&D andmaintenance costs, which amounted to €85,662 K.
(in thousands of €)AmountCross reference to the 2021
consolidated financial statements

R&D
Maintenance

64,997
20,665Chapter 1.6.6
Not available for direct reading in the URD

TOTAL OPEX (DENOMINATOR)

85,662

Direct non-capitalized costs related to:

5

The eligible OPEX ratio was 11.9% in 2021.

Conclusion and outlook
The ratios of eligible revenues, CAPEX, and OPEX calculated in
2021 do not reflect Guerbet’s decarbonization objectives for2032 or the investments made by Guerbet to reduce theimpact of its activities on the climate as described in paragraph5.4.1 “Climate issues.”
In the context of achieving the other four environmental
objectives, Guerbet’s environmental activities are expected tobe targeted by the draft supplementary Delegated Act, which

could extend the list of eligible activities to Guerbet’s activities
such as:• the manufacture of basic pharmaceutical products and basic
pharmaceutical preparations involving the manufacture of
durable APIs and the manufacture of durable
pharmaceutical preparations;• the manufacture of sustainable and circular electrical andelectronic equipment and its resale and/or refabrication.

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5.4.1.4

Action plan and results

In the interest of transparency, Guerbet has published for thethird consecutive year information and data concerning its
climate strategy by responding to the Climate Questionnaire of
CDP, a non-profit organization that recognizes the world’s mostactive companies in the fight against climate change. In 2021,
Guerbet received a rating of B for the 2020 information anddata out of a range of A to D. The previous year, Guerbet
received a rating of A. This result reflects our level of awarenessof climate issues in 2020 but does not yet reflect the climate
strategy and decarbonization objectives defined by Guerbet in
2021. Guerbet is implementing actions to help limit climatechange in key emission areas:• HSE and CSR improvement approach with suppliers most atrisk;• sea transport preferred over air transport for shipping
finished products to our customers;• reduction in energy consumption in the industrial plants. This
CDP result is an international non-profit organization,

140

formerly known as the Carbon Disclosure Project. It has thelargest global database on the environmental performanceof cities and businesses.
CDP encourages investors, businesses and cities to take action
to build a truly sustainable economy by measuring andunderstanding their impact on the environment.
In 2021, CDP had more than 590 investors for total assets of$110 trillion. It provides investors with a view of environmental
data that are critical for measuring the sustainability ofinvestments by enabling them to analyze risks and opportunities
and corporate environmental strategies.
For Guerbet, in addition to contributing to its reputation andreinforcing shareholder confidence and attracting newinvestors, responding to this questionnaire makes it possible toimprove the analysis of risks and opportunities and is a sourceof progress. This approach provides enhanced preparation forregulatory changes, improved risk awareness, long-term
resilience, and a means of benchmarking.

Theme

Objectives and key focuses for 2018-2023 Actions, progress and results in 2021

Consideration ofclimate issues

Identify risks and opportunities related
to climate change.

• Implement the climate project to evaluate the risks andopportunities related to climate change.
• Guerbet received a score of B on CDP’s Climate Change
questionnaire (on a rating scale from A to D) for 2020 actions
and results.

Challenge of
decarbonization

Define and implement the
decarbonization strategy.

• The relative GHG emissions on scopes 1 and 2 represent
37,642 metric tons of CO2 equivalent.
• All the energy efficiency actions implemented, identified, orplanned have been consolidated with a view to being
integrated into the action plans of the industrial plants.
• Definition of decarbonization targets, aligned with a WB2 °C
trajectory, i.e. an absolute reduction between 2021 and2032 of:• 27.5% on scopes 1 and 2;• 13.2% on scope 3.

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

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Minimizing the environmental impacts of our activities

5.4.2

Sustainable use of resources

The Guerbet group aims for the optimal use of natural resources
through actions such as:

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

certified• reduction of water and energy consumption;• optimization of raw materials used in manufacturing its
products;• process innovation.
These actions contribute to reducing our impact on the climate(e.g. reducing greenhouse gas emissions through energy
optimization) and strengthening our resilience to climatechange (e.g., optimizing water consumption).

Water consumption

OBJECTIVE

WATER
CONSUMPTION>-25% at the industrial plants between 2017 and 2023,
in relative terms

The reduction of relative water consumption at our industrial
plants is a criterion used to calculate the variable compensationof employees receiving a variable portion.
In 2021, water consumption at our industrial plants was
921,892 m3, down 9% in relative terms and 1% in absoluteterms compared with 2020. Relative consumption was
stagnant compared with 2017 and is increasing in absoluteterms. This result is not as good as expected, particularly
following the commissioning of new equipment since 2017,
the manufacture of technical lots of Gadopiclenol, andtechnical hazards on water treatment in Dublin. The increase inabsolute terms is linked to the increase in quantities produced
at the plants in a context of internationalization.
The industrial plants implement programs to control water
consumption. Here are some illustrations of actions carried out
during the year:• in Aulnay-sous-Bois, appointment of a utilities and energy
manager, installation of a new distiller with recycling ofcondensates and water meters, which allows a 15% gain in
purified water;• installation of a condensate tank in Dublin allowing the
reduction of the plant’s water consumption by 7,000 m3/
year;• implementation of a cooling water recirculation system inRaleigh for commissioning in 2022;• in Rio, installation of a closed circuit to maintain thetemperature of the distiller and a system to reuse rejected
osmosis water for the maintenance of green spaces;• installation of presence-detection taps in Lyon;• participation of the Lanester plant in an initiative led by the
Morbihan Chamber of Commerce and Industry, which
involves carrying out diagnostics, promoting good practices,
organizing thematic workshops, mapping wastewater reusepotential, etc.; in connection with this, the plant has
participated in the development of a guide to goodpractices, including actions taken by the plant. The plant
won the 2021 Loire Bretagne water trophy for an action
implemented to recycle process water internally as coolingwater for the incinerator (see section 5.8. External
recognition of Guerbet’s CSR performance).
CHANGE IN WATER CONSUMPTION(reference year 2017)895,822865,1585

929,477 921,892
806,5893% in absolute terms

253

240

2017

2018

264

277

2019

2020

Absolute consumption (m3)253

0% in relative terms
vs. 2017

2021

Relative consumption

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Energy consumption

OBJECTIVEOBJECTIFPOWER
CONSOMMATIONCONSUMPTIOND’ÉNERGIE>-25% energy at the industrial plants between 2017 and 2023 in relativeterms

The reduction of relative energy consumption at our industrial
plants is a criterion used to calculate the variable compensationof employees receiving a variable portion (annual bonus).
In 2021, energy consumption at our industrial plants was
188,674 MWh, down 4% in relative terms and up 2% in
absolute terms compared with 2020. The increase in absoluteterms in 2021 compared with 2020 is explained in particular
by an increase in activity in 2021 (taking into account theCovid-19 crisis in 2020). This result is an improvement of 4%
in relative terms and 2% in absolute terms compared with2017, thanks to the actions implemented in recent years (suchas boiler replacement in Marans and Raleigh and gas savingson the incinerator in Lanester, etc.). This decrease is less than
expected, in particular following the commissioning of new
equipment since 2017, the manufacture of technical batches ofGadopiclenol, and a context of internationalization.
The industrial plants deploy programs to manage energy
consumption in order to limit the environmental impact andoptimize production costs. The plants are working to improvethe energy performance of new equipment and in projects.
Actions are also carried out at the head office and by the sales
subsidiaries (e.g. low-consumption light fixtures). Here are someexamples of actions carried out during the year at the industrial
plants:• in Dublin, elimination of a treatment stage in agreement withthe authorities, installation of reverse osmosis units to reduce
the need for heat during a purification stage, steam
condensate recovery system, connection work for a new,more efficient boiler: approximately 3,800 MWh saved
over the year; in addition, the plant is continuing its leakdetection campaigns;• in Aulnay-sous-Bois, installation of condensate heat recovery
systems, installation of double-jacketed sterilizationequipment sized to sterilize more bottles (less energy
consumed for the same number of bottles), energy
optimization in the design of a new workshop, audit of the142

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steam network, and replacement of burners in the boiler
room; the plant is continuing with the energy efficiency
actions that it has already initiated (LED lighting, variable
speed drives, addition of meters, insulation, andreplacement of blanket insulation);• in Rio, installation of a reduced-power compressor for use
outside production hours, replacement of the boiler withmore efficient equipment;• in Lyon, replacement of the lighting with LEDs and a 35%
reduction of the area of the premises;• the Lanester plant replaced a cooling tower with highefficiency equipment and rolled out a campaign to replacelighting with LEDs; the plant has continued to recycle asolvent with a high caloric value to replace gas in theincinerator, reducing gas consumption by around
14,000 MWh. This project was given the LEEM(Les Entreprises du Médicament) CSR award in the“environment” category, see section 5.8 “External
recognition of Guerbet’s CSR performance”.
CHANGE IN ENERGY CONSUMPTION(reference year 2017)
191,850

186,290

174,380

181,243 188,674-2% in absolute terms

54

2017

52

57

2018

2019

Absolute consumption (MWh)

54

52

2020

2021

-4% in relative terms
vs. 2017

Relative consumption

STATEMENT OF NON-FINANCIAL PERFORMANCE
Minimizing the environmental impacts of our activities

5.4.3

Innovation approach

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

5.4.4

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

Preservation of biodiversity and control of discharges

The HSE policy reflects Guerbet’s commitment to minimizing theGroup’s environmental impact across all of its activities, inparticular by optimizing effluent and waste treatment systems.
The active ingredient production plants in Dublin, Lanester andMarans are the largest contributors of effluent and waste.
Actions to control emissions help reduce our carbon footprint,
strengthen our resilience to climate change, and preserve
biodiversity.

5.4.4.1

Since 2020, the establishment at the Lanester plant of aprocess for separating a solvent with a high calorific value fromwastewater and then injecting it into the plant’s incinerator has
reduced the amount of gas used in the incinerator andincreased the proportion of iodine recovered at the plant.
Approximately 160 metric tons of iodine are recycled internallyat the plant, as it is a non-renewable material.

Preservation of biodiversity

The Group is committed to preserving biodiversity. This
commitment is first and foremost reflected in the control ofdischarges from industrial plants:• effluent optimization (see section 5.4.4.2);• waste management.
Actions taken by Guerbet to limit its impact on climate change
and to ensure a more sustainable use of natural resources also
contribute to the preservation of biodiversity.
In addition, Guerbet’s industrial plants and headquarters arecommitted to rational management of green spaces. For
example, the Marans and Lanester plants are pursuing ecopasture and beehive initiatives in Lanester. The Dublin plant has
selected an area on its green spaces to plant wildflowers.

5.4.4.2

Effluent optimization

Effluent treatment process optimization programs are in place,in particular at the top three contributing plants:• in Dublin, the program to monitor and optimize thewastewater treatment plant is continuing with, for example,
projects to reduce the quantities of solvents sent to theplant’s wastewater treatment plant and anaerobic treatmentof wastewater;• the Lanester plant prioritizes the in-house treatment ofeffluents, using biological treatment for biodegradable
effluents and incineration for non-biodegradable hazardous
liquid residues. In this context, the pretreatment of part of thewastewater by nanofiltration makes it possible to reduce theamount of effluents incinerated, reduce the amount of gas on
the incinerator, and increase the recycling of water throughthe reuse of effluents after treatment on the biological station.
In addition, an iodine recovery facility allows for internal
recycling of this resource with 160 tons of iodine recycled
on plant and reused to preserve the global resource. In
2021, the plant implemented on-line measurements of totalhydrocarbons in its damage basin, conducted a project toqualify the treatment of an organic compound present in theplant’s effluents, and initiated the regulatory framework for a
project to treat iodine by-products to recover larger
quantities of iodine;5• in Marans, actions are continuing to optimize the operationof the effluent treatment line.

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The discharge thresholds were defined in consultation with thelocal authorities on the basis of receiving-environment
acceptability studies. These studies also improve knowledge ofthe environments into which effluents are discharged and makeit possible to measure environmental impacts in terms of
ecotoxicity or bioaccumulation; they also help limit Guerbet’s
impact on biodiversity.

5.4.4.3

Waste management

WASTE
MANAGEMENT
AND TREATMENT
In 2021, the total amount of waste generated by the Group’s
industrial plants and treated externally was 10,582 metric tons,
an increase of 30% in relative terms and 33% in absoluteterms (1) compared with 2017, despite the implemented
actions, especially in the context of increased capacity of theLanester plant.
All the industrial plants have programs for optimizing andrecovering waste, either in-house or externally. 43% of wastefrom the industrial plants treated externally is recovered.
This result is lower than in previous years, which can be
explained by, among other factors, the increase in external
treatment at the Lanester plant in the context of the plant’s
increased capacity. Waste sorting and recovery programs arealso in place at the head office and in some subsidiaries, e.g.
in Prague.
The Dublin and Lanester plants have in-house iodine recovery
and recycling facilities, and the Dublin plant has solvent
recycling facilities (see section 5.4.3 “Innovation approach”).
Approximately 160 metric tons of iodine are recycled internallyat the Lanester plant, making it possible to preserve the world’s
resources and limit the quantities of waste and effluents. The
Dublin plant performs in-house recycling of more than 70% of
the main solvents used in the manufacture of active ingredients.
In addition, with its eco-designed polypropylene bag
packaging (Scanbag® by Xenetix®), Guerbet limits the weightand volume of waste for its customers.

CHANGE IN AMOUNT OF WASTE TREATED EXTERNALLY*(reference year 2017)

10,582
7,953
2.2

2.9

6,934

6,136

+30% in relative terms

1.9

4,762

1.8

55%

60%

1.6
55%

48%

43%

2017

2018

2019

2020

2021

Amount of non-recovered waste+33% in absolute terms

vs. 2017

Relative amount of waste

Amount of recovered waste* The data from previous years were modified following corrections madeby a plant after annual reporting.

In addition to the actions in place, new initiatives are being
taken in the industrial plants and administrative units and thesales subsidiaries. Examples include:• setting up a drum recycling facility in Raleigh;• replacing drums with containers in Dublin.

Other discharges
The discharge standards applicable to the industrial plants, inparticular the active ingredient manufacturing plants in Lanester,Seveso, Marans, and Dublin, require numerous measurementsof parameters covering atmospheric emissions (volatile organic
compounds, nitrogen oxides, dust, etc.), liquid discharges, andsoil quality monitoring.
All these results are used for operational management of theplants, with alert thresholds that allow any fluctuations to be
detected and resolved. The results of this monitoring arereported to the local authorities for the Seveso plants, inperiodic reports or specific studies such as the solvent
management plan or annual environmental review.
For example, the replacement of burners in the boiler room at
the Aulnay-sous-Bois plant has also enabled the plant to reduce
nitrogen oxide emissions in anticipation of future regulatorychanges.
The Lanester plant has reduced its atmospheric emissions bylinking the emissions of an organic compound to its VOC(volatile organic compound) network.

(1)

144

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

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Business ethics

5.4.4.4

Action plan and results

Theme

Objectives and key focuses for 2018-2023

Water• Objective of reducing relative water • Water consumption of 921,892 m3, down 9% in
relative terms and 1% in absolute terms from 2020.
consumption (a) by 25% by 2023.
Relative consumption was stagnant compared with
• Deployment of action plans to reduce2017 and is increasing in absolute terms. Thiswater consumption in the industrial plants.
result is not as good as expected, particularly
following the commissioning of new equipment
since 2017, the manufacture of technical lots ofGadopiclenol, and technical hazards on water
treatment in Dublin. The increase in absolute terms
is linked to the increase in quantities produced at
the plants in a context of internationalization.
• Objective of reducing relative energy • Energy consumption at the industrial plants was
consumption (a) by 25% by 2023.
188,674 MWh, down 4% in relative terms and up• Deployment of action plans to reduce
2% in absolute terms compared with 2020. Theenergy consumption in the industrial
increase in absolute terms in 2021 compared with2020 is explained in particular by an increase inplants.
activity in 2021 (taking into account the Covid-19
crisis in 2020). This result is an improvement of 4%
in relative terms and 2% in absolute terms
compared with 2017, thanks to the actions
implemented in recent years. This decrease is lessthan expected, in particular following thecommissioning of new equipment since 2017, themanufacture of technical batches of Gadopiclenol,
and a context of internationalization.

EnergyActions, progress and results in 2021

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

5.5

Business ethics

5.5.1

Human rights

The Guerbet group is committed to ensuring that its entities
comply with the fundamental conventions of the International
Labour Organization (ILO), namely:• recognition of freedom of association and collective
bargaining rights;• elimination of discrimination with regard to employment andoccupation;• elimination of forced or compulsory labor;• the effective abolition of child labor.

5

Guerbet must also ensure respect for human rights throughout its
value chain. Guerbet incorporates human rights into its internalmanagement systems, policies and tools such as its ethicalcharter, secure reporting platform, and its Supplier Code of
Ethics. Guerbet only works with suppliers who respect humanrights, labor laws, the environment, and business ethics (seechapter 5.5.2 “Responsible purchasing”). Guerbet makes
patient safety a top priority and protects the rights of patients
who take part in clinical trials. Collaborations between Guerbet
and patient organizations are established according toprinciples that guarantee the transparency and ethics of thesecollaborations (see chapter 5.5.5 “Relations with local
authorities”, “Closer look at interaction with patientorganizations”).

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5.5.2

Responsible purchasing

5.5.2.1

Background and policy

&

RISKS
OPPORTUNITIESOPPORTUNITIES

Guerbet pursues a responsible purchasing policy that seeks tocultivate collaborative, balanced, and healthy relationships with
its suppliers.
Guerbet asks its procurement employees to act in accordancewith an Ethical Purchasing Charter. The selection criteria for our
providers rely on open and fair competitive bidding rules.
Moreover, Guerbet only works with suppliers who respecthuman rights, labor laws, the environment and business ethics.
Guerbet has decided to promote its social and environmental
values to its suppliers and to ask them to do the same with theirown economic partners.

It defines, highlights and recaps the key values and main rulesof conduct that must be put in place and respected by all those
involved in purchasing at Guerbet.
In addition, Guerbet has formalized a Code of Ethics for its
suppliers. This Code aims to promote societal andenvironmental values among our suppliers, and defines theprinciples that they must obey. Guerbet is continuing to deploy
the Code of Ethics with new suppliers representing a risk (typesof purchases and regions of origin). By 2023, all suppliers
identified as presenting an ESG (Environmental, Social andGovernance) risk must also have signed the Supplier Code of
Ethics or provided at least equivalent guarantees.
In 2021, Guerbet:

The selection of partners and suppliers has a major impact on
the quality and sustainability of products and services, and asignificant social and environmental impact. The Group
therefore attaches particular importance to choosing the rightsuppliers and the quality of the relations that it has with them.

• set up a new continuous supplier risk assessment process
covering all criteria that can be assessed by the parties
involved, including an HSE component for suppliers
identified as potentially presenting the greatest ESG risk; thisprocess is part of the quality audits conducted;

In selecting suppliers, Guerbet verifies their financial soundness
and relies on open and fair competition to ensure efficiency,
based on the following rules:• reaffirmed its desire for ethical and honest relations in the
management of purchases at the Group level and in its
relations with its suppliers with the revision of the ethics
charter in 2021;• free access to calls for tenders;• raised awareness of corruption risk scenarios among all of
the Group’s purchasing functions.

• equal treatment of applicants;• transparent, traceable procedures;

The Supplier Code of Ethics is divided into 10 principles
around the following four aspects:• consideration of the total cost;• comparison of suppliers on the basis of uniform criteria.
Among the criteria, Guerbet includes
environmental and social impact criterion.

anethicsHuman rights
and

The Purchasing Policy also has a socially responsible aspect in
the form of purchasing practices based on integrity andhonesty. The Guerbet group undertakes to only work with
suppliers who comply with international standards and socialand environmental laws and regulations. Therefore, suppliersmust not use forced labor, child labor or illegal workers under
any circumstances, and must also ensure safe and healthfulworking conditions. Guerbet is committed to treating suppliers
respectfully in all circumstances.
Guerbet has established an Ethical Purchasing Charter for all
Group buyers. This Charter has three components: a reminderof the Group’s Ethical Charter, purchasing values, and rules of
behavior.

1. Support and respect for the protection of internationallyproclaimed human rights
2. No complicity in human rights violations
Employment
3. Respect for workers’ rights, health and safety
4. Elimination of all forms of forced or compulsory labor
5. Effective abolition of child labor
6. Elimination of discrimination with regard to employment andoccupation
Environment
7. Approach to environmental challenges
8. Development of initiatives to promote greater environmental
responsibility
Business ethics
9. Fight against corruption in all its forms
10. Confidentiality

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The “conflict of interest” aspect for procurement is addressed in
section 5.5.3 “Prevention of corruption and conflicts ofinterest.”
With regard to the environment, Guerbet has identified asignificant weighting of materials, goods, and services
purchased, which account for more than 50% of the Group’s
GHG emissions, as indicated in section 5.4.1: “Climate
issues.” In 2021, the Group updated the analysis of the CSR/
climate policies of 20 of its suppliers with the largest carbon
footprint of the raw material suppliers. Eighty percent of thesemajor suppliers communicate their CSR and/or climate
program externally. More than 50% respond to the CDP and/or EcoVadis. Some examples of these suppliers’ climate-related
focuses and actions:• domestic carbon tax;
• compensation mechanisms.
In 2021, Guerbet completed this analysis with an assessmentof the physical climate risks of its main suppliers.
As part of its commitment to the PAQTE (French government
initiative described in section 5.2.2.4 “Diversity and inclusion”
in the “Closer look at the commitment of Guerbet and its
employees to meet societal challenges” paragraph), Guerbet
conducts a proactive policy of developing our responsible
purchasing. The criterion of “impactful” suppliers, i.e. thoselocated in priority districts of the city or committed to a
responsible approach to their employees, will be given
particular attention in the analysis grid used to select a supplier.

• commitment to carbon neutrality and/or reduction of the
carbon footprint for 55% of these suppliers;

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

• energy efficiency;

2021 was also a peculiar year due to the Covid-19 crisis.
Tensions on raw materials and international have led us to rely
more and more on the sharing of values and the collaboration
established with suppliers. This has allowed us to containsupply difficulties.

• investment in low-carbon production technologies;• use of low-carbon or decarbonized energy;• transformation of activities;• eco-design;• recycling of products;

5.5.2.2

Action plan and results

Theme

Objectives and key focuses for 2018–2023

Actions, progress and results in 2021

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

• Designing a training module on thepurchasing policy for deployment in
2022 in the single training management
tool.
• Guerbet continued to deploy the Code of
Ethics with new suppliers presenting ESG
risks.
• Guerbet has conducted an analysis of thephysical climate risks of its main suppliers.
• Guerbet has deployed the HSE
evaluation table for one of its suppliers.
• Guerbet consumes rare earths. In acontext of geopolitical risk, we decided
on a first medium-term security action.

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

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5.5.3

Prevention of corruption and conflicts of interest

Guerbet’s ambition is to promote a strong culture of ethics andintegrity within the Group and its value chain in order toprevent and detect risks of corruption and influence peddling tosupport Guerbet’s sustainable and responsible growth.
As specified in the Group’s Ethics Charter, Guerbet does nottolerate any form of corruption or influence peddling. The trustof our stakeholders and our long-term success depend on it.
Vigilance is therefore essential for everyone, regardless ofhierarchical level or workplace, particularly in relations withcustomers, suppliers, prescribers, public officials, andintermediaries.
The Group’s Audit, Internal Control, and ComplianceDepartment, which reports directly to General Management,
has established measures for preventing corruption andinfluence peddling in accordance with the Sapin 2 law. The
Group Internal Control and Anti-Corruption Department is
responsible for deploying these measures within the Group withthe support of the regional or local managers, who constitute a
network of correspondents.

5.5.3.1

Risk mapping

Guerbet has developed a mapping of corruption and influencepeddling risk scenarios based on a methodology that combinesinternal and external data in accordance with therecommendations of the AFA (French anti-corruption agency).
Guerbet thus uses a risk-based approach to continuously
strengthen its internal controls with regard to specific identified
risks and implements additional action plans when necessary
with the managers of the functions in question to improve theprevention and detection of corruption risks.
In 2021, the mapping of corruption risks and associatedpriority prevention actions were presented to the Executive
Committee and the Ethics, Governance, and CSR Committee.

5.5.3.2

Preventive measures

Ethics Charter and policies
Through the revision and distribution of the Group’s ethics
charter to all employees, Guerbet has reiterated its commitment
to combat all forms of corruption, influence peddling, conflictsof interest, and any practices that do not comply with the law
or are not in keeping with the integrity of its business affairs.
The chapter “Acting with integrity in conducting business” ofthis charter addresses the standards of conduct expected in theprevention of conflicts of interest, representation of interests,
compliance with competition law, and responsible purchasing.

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The chapter “Respecting patients and healthcare players”
covers product information, interactions with healthcare
professionals, and interactions with patient organizations.
Interaction with players in healthcare is essential to achieving
Guerbet’s missions. These include exchanges of information on
the efficacy and safety of contrast media and medical devices,
through collaboration with these players for training in
diagnostic and interventional radiology practices, and researchand development programs. Long subject to these national andinternational regulatory requirements and strict internal rules, theGroup applies them to allow these relationships to be
maintained with integrity, fairness, and transparency inaccordance with national and international ethical standards.
In addition to an anti-corruption policy currently under review,
Guerbet also has a policy for managing conflicts of interest,
accompanied by an individual questionnaire designed to
identify situations that could lead to conflicts of interest. This
questionnaire is sent to the Group’s managers and executives,
who make up the Global Leadership Team.

Training
An e-learning module on the prevention of corruption was set
up in 2020 in French and English and repeated this year.
Although initially aimed primarily at the Group’s key managers
and executives, the module has been translated into three otherlanguages to expand its reach. It is currently being translated
into five other languages to reach a larger number of exposed
employees according to their geographical region or function.
Ad hoc awareness raising sessions have also been held for
exposed employees and all Group buyers and sales managers
as well as our commercial partners in certain sensitive
geographical regions.

Evaluation of third parties
Given its business activity and the analysis of corruption risks
through third parties, Guerbet has put in place a procedure toevaluate third parties with an initial focus on the evaluation of
its commercial partners such as distributors based onprioritization criteria such as country risk and the type of third
party. Commercial intermediaries are therefore subject to a
specific procedure under which they contractually commit tocomply with anti-corruption clauses.

STATEMENT OF NON-FINANCIAL PERFORMANCE
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5.5.3.3

Reporting

Guerbet encourages its employees to report any act that may
amount to corruption to their line manager or a designatedofficial. In 2019, a secure reporting platform independent of

5.5.3.4

the Guerbet IT network was made available to employees in
11 languages used in the Group. It allows any whistleblowing
issues reported anonymously or otherwise to be collected,
recorded, and investigated confidentially.

Action plans and results

Theme

Objectives and key focuses for 2018-2023

Actions, progress and results in 2021

Combating corruption
and preventing conflictsof interest• Updating the Group’s anti-corruption andconflict of interest policies and related
procedures• Reinforcing the control measures based on thecorruption risk mapping established within theGroup• Training and raising awareness: extendinganti-corruption awareness among employees
and providing periodic training for those whoare most at risk as well as external
stakeholders• Evaluating third parties: applying theprocedure for evaluating third parties to all of
the Group’s third parties on the basis of theidentified risks• Promoting the whistleblowing mechanism andencouraging its use within the Group• Revising the Group’s ethics charter, available
in 13 languages, and distributing it to all
employees.
• Overhauling the mapping of corruption andinfluence-peddling risks and presenting to the
Executive
Committee
andtheEthicsCommittee.
• Identifying priority action plans to be
implemented and defining the continuous
improvement program.
• Extending the Group’s anti-corruption training
to the most exposed functions/geographicalregions with more than 500 people trained
and a 90% completion rate.
• Integrating whistleblowing system into theGroup’s new ethics charter, which areaccessible to external stakeholders. Presenting
an assessment of reports to the Ethics
Committee

5.5.4

Compliance with competition law

Guerbet respects the rules of open, fair, and honest competition
wherever the Group operates and promotes it in its ethics
charter. As such, it prohibits any price fixing, protects its
customers and partners against unfair commercial practices,
and is committed to gathering relevant competitive intelligence.
We compete fairly by promoting innovation and quality. The
price of our products and solutions is defined in an ethical,
objective, balanced, and reliable manner. We ensurecompliance with drug promotion rules.

Guerbet’s business strategy is based on market andenvironmental analyses, conducted by our departments using
available public data.
In France, the promotion of drugs is governed by thecertification standards for information activities aimed at thepromotion of medicinal products through direct marketing or
sales prospecting, produced by the French national healthauthority (HAS). Independent certifying bodies ensure that thepromotion practices of drug companies comply with the 2014
Charter, which reinforces the quality and transparency of
medical examinations.

5

Action plan and results
Theme

Objectives and key focuses for 2018–2023

Compliance withcompetition law• Maintaining compliance with competition law • In 2021, the Group was subject to noby training exposed employees.
competition proceedings or complaints.
• Regular training in good practices incompetition law for exposed persons.

Actions, progress and results in 2021

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STATEMENT OF NON-FINANCIAL PERFORMANCE
Business ethics

5.5.5

Relations with local authorities and communities

Guerbet attaches particular importance to the quality of its
communication with local and national authorities andundertakes to work with them in a transparent and responsible
way, especially through its Public Affairs Division. Guerbet
contributes to public debate by providing public institutions,legislators and policymakers with technical expertise at the
local, national and international levels. In France, in
accordance with the Act of December 9, 2016 ontransparency, the fight against corruption and themodernization of economic life (Sapin II), Guerbet is included
on the public register of lobbyists.
Guerbet is a member of various professional clusters andassociations, especially in France: LEEM, France Chimie, G5Santé, MedTech In France, French Healthcare, club ETI Île-deFrance, and Medicen Paris Region. Guerbet is also a memberof trade associations in many other countries.
Guerbet develops research partnerships across all thecontinents, including the United States, Asia-Pacific and Europe(detailed in section 1.6.5: “Public-Private Partnerships”).
Guerbet also supports various organizations and associations.
The fields covered include assistance with occupational
integration, general education and organizations with a link to
Guerbet’s areas of activity. Guerbet encourages employees tomobilize for health, ecology and solidarity through actions
supporting local associations as well as partnerships with local
high schools and universities (see section 5.2.2.2: “Closer look
OUR CLOSE CONNECTION TO THE TERRITORY

at the commitment of Guerbet and its employees to meetsocietal challenges”).
Guerbet develops relationships locally to promote the economic
development of the regions in which it is established. Guerbet’s
industrial plants have close relationships with their local
ecosystem and maintain contact with public authorities on
issues such as the environment, employment and industrial
investments.
Guerbet is in regular contact with local authorities, particularly
at its Seveso plants (see section 5.3.1.2: “Safety of industrial
installations”). In Marans and Lanester, the Plant Monitoring
Committees, composed of five groups (state authorities, local
authorities, the operator, local inhabitants and environmental
associations and the operator’s employees), provide aframework for discussions and exchanges of information with aview to preventing environmental risks, monitoring the activity ofsafety-classified plants and promoting public information. In
Dublin, a commission meets each year, bringing together all
the neighbors of the industrial zone and the local authority.
Guerbet is also a committed stakeholder in the regions in which
it operates. In 2018, an independent economic study(conducted by Asteres) measured the national and local
impacts of Guerbet’s activity on the French economy in terms of
direct and indirect jobs, investments that contribute more than
two-thirds to companies in France, and added value.

OUR INFLUENCE IN FRANCE

More than

1,200
employees= 46% of ourworkforce

AULNAYSOUS-BOIS

VILLEPINTE

400

420 + 80

€180 M

invested in our Frenchindustrial plants
over the last
10 yearsMore than

3,600

jobs created(direct, indirect,
consequential)

LANESTER
210

MARANS

LYON

105

55

Manufacturing plant

150

R&D

Registered office

Guerbet • Universal Registration Document 2021

French subsidiary

90%of the R&D effort
in France€400 M

contribution to
the gross domestic
product (GDP)STATEMENT OF NON-FINANCIAL PERFORMANCE
Quality products and services with societal value added

Closer look at interaction withpatient organizations
Patients are at the heart of what Guerbet does. The Group
interacts with patient organizations and patients themselves in atransparent and non-promotional manner. It works with them
ethically and legally.
By exchanging views and listening to patients’ experiences andthe challenges they face, we can shape the future of medical
research and disease management, from diagnosis totreatment, to better address patient needs. Only through open
and transparent dialog between patients and the company can

5.6

Our partnerships with patient organizations help us to improve
our knowledge of patient pathologies and information on our
products and services available to patients and to optimize thecare they receive.
To ensure transparent, ethical relationships, the principles ofcollaboration between Guerbet, patient organizations, andpatients are defined in a dedicated corporate policy
established in 2020.

Quality products and services with societal value added

Guerbet contributes to advancement of the diagnosis of major
pathologies and ensures that future needs are anticipatedthrough products with societal value added (see sections 1.4“Overview of activities” and 1.6 “Research andDevelopment”).
The Group develops and provides its customers with innovative
products and services that have proven to be effective and safe

5.6.1

we ensure that the patient’s perspective becomes an integral
part of the way diagnostics, drugs and medical devices areresearched, developed and delivered to patients.

to use, enabling healthcare professionals to perform their workin the best conditions for themselves and their patients.
As part of its public health mission, Guerbet continued its
activity to provide maximum support to health facilities in thecontext of the Covid-19 pandemic.

Quality and safety of products and services

Background and policy
Guerbet will be able to accelerate and build the future of
medical imaging by relying on its Quality Vision, which places
patient safety as its top priority.
The Group aims to meet the expectations of patients andhealthcare professionals by ensuring the availability of safe,
high-quality products. With several hundred employees
dedicated to Quality, Guerbet develops and provides its
customers with health products, medical devices and services
whose effectiveness and safety have been proven.
Our Quality policy is based on the following fundamentals:
1. Customer needs and expectations are our driving force.

&

RISKS
OPPORTUNITIESOPPORTUNITIES

4. Quality employees make for quality companies. For thisreason, all Guerbet employees have the training, learning,abilities and experience required to allow them to performtheir work competently.
5. A commitment to constantly improve the quality of products
and services. Our continuous improvement initiative is basedon the Guerbet Operational Excellence Program. As part ofthis, performance reviews are conducted on a quarterly
basis at each industrial plant.

5

6. Achieving our Quality objectives is the primary responsibilityof the management team and requires the active
participation of all Group employees in keeping with
Guerbet’s ethical principles and values.

2. Quality applies to all of our activities.
3. All Guerbet employees are responsible for the quality andperformance of the product or service as well as for patient
safety.

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Quality products and services with societal value added

Action plan and results
The Group has adapted to ensure business continuity and market supplies of essential products in the context of the Covid-19
pandemic.
To support the Quality Vision, which places patient safety as our top priority, to comply with the new requirements of the healthauthorities and to support the Group’s strategic guidelines, Guerbet has defined the following road map:
Theme

Objectives and key focuses for 2018-2023

Quality
Performance• “Right the first time.”• “Right the first time” objective achieved in 2021.
• Improve the batch release cycle time.
• Improve the quality index compared with 2020.
• Improve the Quality Index.
• Develop the performance of quality control
laboratories through operational excellence.

Quality culture• Continue
implementation/revisionofthestandardized Quality policy.
• Continue to promote a common Quality culture by:• organizing training for the employees concerned;• describing the Quality Management System in aformalized global Quality Manual.
• Strengthen the skills of the Quality Division by
recruiting medical device Quality experts.

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

5.6.2• Implementation of the Group Quality Manual andupdating of policies and guidelines to reflectchanges in global regulations.
• Continuation of the process of simplifying Quality
Management Systems in the industrial plants.
• Training in Good Manufacturing Practices (GMP)and knowledge maintenance• Deployment of a training program on reducing
human error.
• Implementation of the new EU Medical Device
Regulation (MDR).
• Five inspections by health authorities at the industrial
plants with renewal of the certificate.

Responsible use of laboratory animals in research

In research and innovation, Guerbet’s work is focused on two
key medical imaging segments: Diagnostic Imaging – including
Magnetic Resonance Imaging (MRI), X-Ray Imaging, andImaging Solutions and Services (ISS) – and Interventional
Imaging.
Where the use of animals is imperative, studies are supervisedby professionals who are trained continually, and using
procedures in compliance with the regulations. Experiments are
conducted with a concern for preventing animal suffering as
much as possible. These precautions, which are an integral
part of our procedures, are applied throughout the life of theanimals, from accommodation to care, and all the way toscientific experimentation.
Since 1996, Guerbet has voluntarily committed to theinternational principles of the “3Rs” of Replacement, Reduction
and Refinement:• replacement: give preference to other methods over animal
testing. Laboratory animals are used only when absolutely
necessary, i.e. when the objective of the study cannot be
achieved by other means, particularly in vitro testing;152

Actions, progress and results in 2021

Guerbet • Universal Registration Document 2021

• reduction: use animal testing as little as possible in a
research study, bearing in mind that a representative panel
is necessary;• refinement: improve the animals’ comfort and prevent animal
suffering by using appropriate analgesia and anesthesia
methods.
In accordance with the regulations, Guerbet has an Ethics
Committee consisting of 10 members, including an
independent veterinarian. The Ethics Committee assesses eachresearch project requiring the use of an animal model andgives an opinion which is attached to any application for
project authorization submitted to the French Ministry of Higher
Education and Research. Guerbet also has an eight-member
animal welfare structure, including an independent veterinarian.
The animal welfare structure is responsible for advising theprofessionals on animal welfare issues and for auditing
practices and studies. Guerbet may need to subcontract
studies, and only works with companies applying the same
rules.
Wanting to offer innovative solutions for the future, Guerbet
ensures that such work complies with ethical rules and respects
animal welfare.

STATEMENT OF NON-FINANCIAL PERFORMANCE
Guerbet’s contribution to the Sustainable Development Goals

5.7

Guerbet’s contribution to the Sustainable Development Goals

The Sustainable Development Goals (SDG) define global sustainable development priorities and aspirations for 2030. As a socially
responsible company, Guerbet contributes to 11 of the 17 SDGs, summarized below and previously detailed in the CSR chapter.

ODD

GUERBET’S CONTRIBUTIONS
Guerbet promotes lasting employment for its employees.

Guerbet is a healthcare company, concerned with manufacturing healthcare products useful to patients. The health of its
own employees is a key issue for the company, as reiterated in its HR and HSE policies: an approach to QWL and reducing
psychosocial risks, social protection, and an approach to protecting the health and safety of employees and outside stakeholders.
Guerbet contributes to the training of young people by taking on interns, developing work-study and VIE contracts,
and promoting young employees to key, critical, or niche positions where skills are in short supply.
At Guerbet, we are convinced that employee diversity is a source of human wealth. We believe that diversity is an asset
and an opportunity to develop the Group’s sustainable performance, innovation, and creativity. The Group aims to havethe same proportion of women in middle and senior management as globally and has set medium-term objectives.
Aware of the ecological challenges, Guerbet has set itself an objective of reducing its water consumption
and implementing measures to reduce and optimize effluents from industrial plants.
The Guerbet group is committed to ensuring that its entities comply with the fundamental conventions of the International
Labour Organization (ILO). Guerbet implements preventive health and safety policies for its employees and outside stakeholders.
In addition, Guerbet only works with suppliers committed to respecting human rights, labor laws, the environment,
and business ethics.

5

Guerbet applies a policy of continuous investments at its plants to ensure modernization of its facilities, in particularby favoring more environmentally efficient facilities.

Guerbet promotes diversity in recruitment and career development regardless of gender, age, marital status, sexual
orientation, disability, national or ethnic origin, or religious or political beliefs.

Guerbet is fully aware of the environmental challenges facing the world and pursues its development in a sustainable manner.
The company is committed to reducing its environmental footprint across its entire scope of activities. The Group takes
into account climate change issues and is committed to a WB2°C trajectory for 2032. Guerbet has also set objectives
to reduce water consumption and is developing approaches to the circular economy, waste optimization, and the control
of discharges into water and air.

Guerbet strives to develop an ethical environment within the Group, enabling it to prevent the risks of corruption
and influence peddling, and to ensure compliance with competition law.

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5.8

STATEMENT OF NON-FINANCIAL PERFORMANCE
External recognition of Guerbet’s CSR performance

External recognition of Guerbet’s CSR performance

External awards
In 2021, Guerbet was awarded the2022 Socially Responsible label among
2,000 companies with offices in France
who have more than 500 employees.
Guerbet was ranked 147th out of
250 companies awarded the label and12th in the health and pharmaceuticalcategory out of 20 companies awarded
the label in this category.
The ranking is based on an analysis by the Statista Institute of asample group of 2,000 companies with more than
500 employees, with offices in France and with a CSR orequivalent report. The analysis focused on three areas:
environmental, social, and governance. The Statista Institutealso conducted a complementary survey of 5,000 Frenchpeople on their perceptions of these companies. The survey
accounts for 30% of the score, and the remaining 70% isbased on around 20 indicators.
Guerbet received two awards in 2021 for environmental
actions at the Lanester plant:• Loire-Brittany 2021 water award received in the “Resource
protection and pollution reduction” category. This award
recognizes the work carried out over many years to savewater and reduce pollutants throughout the manufacturing
cycle, especially for the actions implemented to reuseprocess water after treatment to cool incineration flue gases,
allowing 20,000 m3 of drinking water to be saved peryear.

• CSR award from LEEM (Les Entreprises du Médicament) inthe “Environment” category.
The award-winning projects are thesame project to convert effluent into
cooling water on the incinerator and therecycling of a solvent with a highcalorific value to replace gas on theincinerator.
These projects are part of a global CSR approach that thecompany is proud to carry out. They have enabled us toconsiderably reduce the consumption of water, gas, and iodine
necessary to manufacture our active ingredients. They also help
us contribute to addressing climate issues by reducing theconsumption of these natural resources.
Regarding water recycling, the plant has invested in a €110 K
facility, 40% subsidized by the water agency. In 2020, theplant recycled approximately 20,000 m3 of water potentiallysaving 30,000 m3 per year. This represents 20% of the plant’s
total consumption.
For gas reduction, the plant has invested €250 K to develop aunique three-step process. In 2020, this project resulted insavings of approximately €450 K in gas and iodine:• reuse 1,000 metric tons of solvent internally and reduce thenumber of waste transport trucks;• reduce our gas
14,000 MWh;consumption

byapproximately• increase the rate of recycled iodine, a rare and nonrenewable raw material, by 5% at the plant;• save about €450 K in gas and iodine and external waste
treatment.

154

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STATEMENT OF NON-FINANCIAL PERFORMANCE
External recognition of Guerbet’s CSR performance

External CSR results
Summary
Organization

International non-profit
organization

Scope/context
Climate
COP recognizes the world’s
most active companies in the fightagainst climate change
More than 13,000 groups publish
More than 590 investors,
representing over $110,000 billion
in assets.

2019

B

2020

2021

2021 positioningA-.

Top 33% worldwide
Level B management,
on a scale from D- to Am

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

80/10084/100Social
Humpact measures the contribution
to employment in France of the
273 main listed companies.

Not
applicable

2,8/5

CAHHP (Central purchasing
office for private and public
hospitals)

CSR
315 suppliers and service
providers evaluated in 2020.
The CAHPP supports 3,300
healthcare institutions in their
responsible purchasing with
the Green Rating system.

A++
87,5/100A++
87,5/100

Purchasing group

CSR
Evaluation of suppliers in connection
with calls for tenders.

Notapplicable

EthiFinance non-financial
rating agency

Non-financial rating agency

B

87/100

m
4,5/5

NA

1/50 sector ranking
10/400 national ranking
15/178 ranking
by revenue

3/20 sector
18/273 listed companies
evaluated

Not applicable,
redesign of thequestionnaire

5

B

m
A

On a scale from A to E

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External recognition of Guerbet’s CSR performance

Closer look at CDP
In the interest of transparency, Guerbet has published for thethird consecutive year information and data concerning its
climate strategy by responding to the Climate Questionnaire of
CDP, a non-profit organization that recognizes the world’s mostactive companies in the fight against climate change. In 2021,
Guerbet received a “B” rating for the 2020 information anddata. This result does not yet reflect the climate strategy anddecarbonization objectives defined by Guerbet in 2021.
CDP is an international non-profit organization, formerly known
as the Carbon Disclosure Project. It has the largest global
database on the environmental performance of cities andbusinesses. CDP encourages investors, businesses and cities totake action to build a truly sustainable economy by measuring
and understanding their impact on the environment.
In 2021, CDP had more than 590 investors representing morethan $110 trillion of assets. It provides investors with a view ofenvironmental data that are critical for measuring thesustainability of investments by enabling them to analyze risks
and opportunities and corporate environmental strategies.

Closer look at the Gaïa Index
In 2021, Guerbet obtained a score of 87/100 on the ESG(Environmental, Social, and Governance) questionnaire fromGaïa (1), an EthiFinance non-financial rating agency
specializing in ESG analysis and rating. Guerbet improved by
4 points and is now:st

• 1 in the health category;th• 4 in the industry category;• 10th in the ranking of companies in the category of revenue
exceeding €500 million, up 13 places from the previous
year;

(1)

156

• 13th in the ranking of 230 SMEs and midcaps, up one
place from the previous year.
These two rankings improved from the previous year and testify
to Guerbet’s maturity and efforts on ESG issues.

Closer look at Humpact
In 2021, Guerbet received a 4.5/5 rating in the ESG(Environmental, Social and Governance) questionnaire of
Humpact, a non-financial rating agency that provides its clientswith data, indicators, scores, and impact measures on thecontribution of leading listed companies to employment inFrance (labor market, retention of seniors in employment,
professional integration of people with disabilities, and genderequality). Guerbet ranks:• 3rd in the sector out of 20;• 18th out of 273 companies.

Closer look at CAHPP
As a supplier, Guerbet obtained an A++ green rating in
2020, the highest awarded by the Centrale d’Achats del’Hospitalisation Privée et Publique (CAHPP), with a score of
87.5 out of 100. This green rating is a “positive” label
designed to incentivize the suppliers listed by this hospitalpurchasing pool. The A++ rating reflects Guerbet’s CSR
performance and maturity.

Closer look at Helpévia
As a supplier, Guerbet received an A rating in the sustainable
development questionnaire of Helpévia, one of its customers inFrance. Helpévia is a key player in centralized purchasing,procurement, and consulting for healthcare institutions.
Helpévia’s CSR policy aims to support healthcare institutions intheir approach to the three issues of sustainable development:
economic, social, and environmental. Helpévia also deploys
this CSR commitment within its teams to make it an everyday
work and performance tool.

Gaïa: EthiFinance’s non-financial rating agency specializing in ESG (Environment, Social and Governance) analysis and rating of French and European companies.
Since 2009, it has established rankings by revenue category to reward the best players from a small panel of 230 SMEs and midcaps listed on the Paris Stock
Exchange. The ratings are used by leading asset management companies in their investment management and decision process. Companies are rated on their levelof transparency and performance. Ratings are awarded according to 163 criteria (economic, governance, human capital, environment and stakeholders) and areused by leading asset management companies in their management process and investment decisions. Since its creation, this index has outperformed the
CAC 40 and the CAC Mid & Small each year.

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STATEMENT OF NON-FINANCIAL PERFORMANCE
CSR data consolidation methodology

5.9

CSR data consolidation methodology

5.9.1

Scope and methods of consolidation

5.9.1.1

Quality data

• improving skills development
conducting annual reviews;

throughtraining

and

Scope

• facilitating employee mobility;

Quality data are consolidated for the Group’s industrial plants.
Administrative and commercial units are excluded from thestatement of non-financial performance. However, initiatives arealso carried out and indicators are monitored at these units.

• facilitating talent management and managing succession
plans;

Methods of consolidation
Monthly quality data reporting is done through internalconsolidation files.
The reporting period for the quality indicators for year N is
January 1 to December 31 of year N.
To ensure the uniformity and reliability of the quality indicators
monitored at all the industrial plants, Guerbet has established areference framework describing the definitions of the quality
indicators and the calculation methods.

5.9.1.2

HR data

Scope
HR data are consolidated for all Guerbet companies
worldwide, for all Group activities, from the moment they areincluded in the HR information systems:• involving employees in their own development;• strengthening managers’ commitment regarding Human
Resources;• managing the recruitment process;• managing compensation campaigns.
Particular attention is paid to data quality. In 2020, the Groupidentified the measures and governance to be implemented toensure data quality.
In terms of scope:• the MyHR training module has been deployed at all the
French plants;• Compliance Wire has been gradually deployed since2017 for the management of quality/safety/regulatory
training, with the main objective of facilitating the overallmanagement of regulatory training. Data are recorded forthe following plants: Cincinnati, Dublin, Princeton, Raleighand St. Louis.
In terms of project timeline:• MyHR, which is the global human resources information
system, including workforce monitoring;• the number of employees for year N is reported at
December 31 of year N;• two training management tools (Learning Management
System, or “LMS”): the MyHR training module for all French
plants and Compliance Wire (a single training management
tool “LMS”). The harmonization of these tools is part of the
HR road map for 2022.

• the reporting period for the training indicators for year N isfrom January 1 to December 31 of year N.

Methods of consolidation
Consolidation is done using MyHR and Compliance Wire.
The MyHR tool was rolled out in 2017 in a single wave withthe main objectives of:• centralizing data to significantly improve data quality/
reliability and HR reporting with a two-level system (global
and local) permitting integration/compliance with local
requirements. Most of the entities have switched to a global
payroll organization, facilitating accounting, control andpayment. This step enhances the management of HR data;• simplifying and aligning HR processes;

5.9.1.3

5

Health and safety data

Scope
Data on occupational injuries and diseases are consolidated
globally for all employees of Guerbet companies, for all theGroup’s businesses. The data currently exclude temporary
workers and subcontractors.

Methods of consolidation
To ensure the uniformity and reliability of the occupational
injury and disease indicators monitored across all its entities,
Guerbet has implemented a Group reporting procedure. This
document specifies the methodologies to be followed for thereporting of occupational injuries and diseases throughout theGroup: definitions, reporting deadlines, and calculation ofindicators.
Each month, Guerbet consolidates the number of incidents at
the Group level, the number of days lost, and the Total
Recordable Incident Rate (TRIR).

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CSR data consolidation methodology

The TRIR is adjusted annually based on the number of staff at
December 31 of year N.
The injury frequency rate and severity rate are consolidated
annually.
The reporting period for the safety indicators for year N is fromJanuary 1 to December 31 of year N.

5.9.1.4

Environmental data

Scope
Environmental data are consolidated for the Group’s mainindustrial and Research and Innovation (R&I) facilities.
Guerbet’s industrial plant in Lyon is excluded, as are theadministrative and sales units whose impact is not significant.
However, initiatives are also carried out in these units.

Methods of consolidation
Environmental data
consolidation files.

reporting

is

done

throughinternal

The reporting period for the environmental indicators for year N
is from January 1 to December 31 of year N.
To ensure the uniformity and reliability of the environmental
indicators monitored at the eight main industrial and R&I
facilities, Guerbet has defined the various indicators,
conversion factors and emission factors.
Guerbet consolidates the energy, water and greenhouse gas
emissions indicators on energy sources on a monthly basis.
Guerbet consolidates indicators on externally treated waste on
an annual basis, distinguishing between recovered and nonrecovered waste.

Greenhouse gas emissions are consolidated for scopes 1 and
2 for all Group entities.

5.9.2

Change in scope

No acquisitions or divestments in 2021.

5.9.3

Methodological details and limitations

The HR, health, safety and environment indicators may have
limitations due to:• the lack of official HR definitions at the international level,
which can lead to disparities (e.g. types of employment
contracts);• procedures for collecting and entering information;

5.9.4

Guerbet has therefore clarified themethodologies used for these indicators.

definitions

andData responsibilities and controls

The HR and HSE teams at headquarters are responsible forconsolidating the data on the basis of the information provided
by the Group’s various entities.
The HSE indicators of the industrial plants are consolidated by
the HSE managers, who conduct an initial review of the data.

158• changes in certain data (e.g. regulatory changes forcalculating the rate of disabled employees in France,
inclusion of groundwater or surface water in addition to
public water consumption, and updating of greenhouse gas
emission factors, which is done in detail in external
databases).

Guerbet • Universal Registration Document 2021

Consistency reviews are performed by the HR and HSE teams
at headquarters during consolidation. These controls include,for example, loopbacks, comparison with data for prior years,
and analysis of divergences deemed significant.

STATEMENT OF NON-FINANCIAL PERFORMANCE
CSR data consolidation methodology

5.9.5

Quality indicators

5.9.5.1

Percentage “right the first time”

This is the number of operations on batches released (orcertified) without a deviation during the month relative to thetotal number of operations on batches released (or certified)during the month.

5.9.5.2

Batch release cycle time

This is the number of days between the start of production andthe first release of the sub-batch or complete batch.

5.9.6

Social indicators

5.9.6.1

Workforce

The workforce includes all employees having a contract (openended or fixed-term) with a Guerbet company, including
apprentices and interns who have a contract with Guerbet.
Interns are counted if they have a contract with Guerbet. In
France, for example, they are excluded from reporting (intern
under an internship agreement). Employees are counted overthe entire calendar year (from January 1 to December 31 ofyear N).
It is the workforce as at December 31 of year N.
Employees with a contract ending on December 31 of year N
are not counted in the workforce at December 31 of year N.
The workforce is expressed as a number of employees,
regardless of working time or starting date, in year N.

Breakdown of workforce by region
The regions are determined as follows:• France;• EMEA (Europe, Middle East and Africa – excluding France):
Austria, Belgium, the Czech Republic, Germany, Ireland,Israel, Italy, the Netherlands, Poland, Portugal, South Africa,
Spain, Switzerland, Turkey and the United Kingdom;• North America: United States and Canada;• LATAM (Latin America): Argentina, Brazil, Chile, Colombia,
Mexico, Panama and Puerto Rico;• Asia-Pacific: Australia, China, Hong Kong, India, Japan,
South Korea and Taiwan.

5.9.5.3

Quality index

This is a weighted Quality index of all the Quality indicators
according to an internal definition.

5.9.5.4

Performance of Quality Control
laboratories

This is the number of quality control analyses conducted per fulltime-equivalent employee.

5.9.6.2

Diversity

Middle managers and executives
This category includes members of the Executive Committee aswell as positions of responsibility and impact on the Group’s
strategy, such as positions on the plant management
committee, the subsidiary management committee, and thecentral function management committee. Special attention is
given to this category, particularly in connection with anobjective of equal gender representation in senior management
positions.

Nationality
This indicator comes from MyHR data and has limitations
associated in particular with inputting this information into thetool.
Moreover, for employees having several nationalities, only one
is entered in the tool.

5.9.6.3

5

Training

Number of trained employees
The employees counted are those on permanent contracts or
fixed-term contracts, apprentices, and paid interns present. An
employee who has participated in several training courses iscounted as a single trained employee. For year N, the numberof trained employees comes from the following training tracking
tools:• compliance Wire for quality, safety, and regulatory training;• the MyHR tool for the other training (Marans plant data
tracked separately).
The training courses counted are those conducted by a trainer
and/or in e-learning mode.
The reporting period for training indicators for year N is fromJanuary 1 to December 31 of year N. Training courses taking
place over several years are counted in the year when the
training is completed.

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5.9.7

Safety indicators

5.9.7.1

Recorded incidents

For the entire Group, Guerbet consolidates the number ofrecorded incidents according to the Group’s internal reporting
procedure, which keeps a record of injuries with lost time,
adapted work stations, or medical treatment.

5.9.7.4

Occupational injury frequency rate

Theoretical hours worked

This is the number of lost-time occupational injuries (according
to the Group’s internal procedure) in year N at the Group level
per million theoretical hours worked.

This indicator is used to calculate the injury frequency andseverity rates.

Calculation: number of lost-time occupational injuries in year N
x 1,000,000/theoretical hours worked.

The theoretical hours worked are calculated on the basis of theGroup’s average workforce over year N and the legal annual
working time in France (1,607 hours).

5.9.7.5

5.9.7.2

Calculation: workforce at December 31 of year N x 1,607
hours.

5.9.7.3

TRIR

Total Recordable Incident Rate for Guerbet employees(permanent contracts, fixed-term contracts, apprentices, interns).
This is the number of recorded incidents (according to theGroup’s internal procedure) in year N at the Group level per
100 employees.
This indicator has been rolled out across the whole Group.
Calculation: number of recordable incidents in year N x 100/number of employees at year-end.

5.9.8

Environmental indicators

5.9.8.1

Water consumption

The reporting period for the water indicators for year N is fromJanuary 1 to December 31 of year N.
This is the consumption of public water only. Consumption ofwater recycled in-house is excluded (indicator consolidated
separately). Data from previous years have been adjusted toreflect the change in methodology.
The data are measured by the plants through water invoices or,
failing that, on the basis of meters with a verification of theirconsistency with the invoice.
The data are consolidated each month at the Group level inabsolute and relative terms.
The objective concerns the relative consumption of water, i.e.
compared with production quantities from January 1 to
December 31 of year N. Production quantities include theproduction of the chemical plants and the pharmaceuticalplants. The production of injectors is not counted.

160

Guerbet monitors the change in the TRIR over the period
2017–2023 against the reduction target set for this period.

Guerbet • Universal Registration Document 2021

Occupational injury severity rate

This is the number of days lost due to an occupational injury inyear N per 1,000 theoretical hours worked.
The days lost may relate to injuries that occurred in the current
year or during the previous year according to the Group’s
internal procedure.
This rate does not reflect the actual severity of injuries. For an
injury of identical severity, the number of days lost can varyconsiderably from one country to another depending on theculture, the regulations and the compensation system in place.
Moreover, any days lost in year N-1 are recorded according
to the Group’s internal procedure, within the limit of 365
consecutive days, which does not reflect the performance ofyear N. Despite this, Guerbet has chosen to disclose theseverity rate for the sake of transparency.

5.9.8.2

Energy consumption

Energy includes electricity, gas, and fuel oil used for production
or heating. Consumption of gas and fuel oil to operate forklifts
or to power backup generators is excluded.
The reporting period for the energy indicators for year N isfrom January 1 to December 31 of year N.
The data are measured by the plants through energy invoices
or, failing that, on the basis of meters with a verification of theirconsistency with the invoice.
Conversion factors have been established at the Group level
and are used automatically in the reporting files to ensure
consistency.
The data are consolidated each month at the Group level inabsolute and relative terms.
The objective concerns the relative energy consumption, i.e.
compared with production quantities from January 1 to
December 31 of year N. Production quantities include theproduction of the chemical plants and the pharmaceuticalplants. The production of injectors is not counted.

STATEMENT OF NON-FINANCIAL PERFORMANCE
CSR data consolidation methodology

5.9.8.3

Waste treated externally

The distinction between recovered and non-recovered waste is
the distinction made by the European regulations for European
Union member countries (Decision 2000/532/EC of May 3,2000) and the local regulations for other countries.
The reporting period for the waste indicators for year N is fromJanuary 1 to December 31 of year N. In other words, waste
for external treatment that left the plant between January 1 andDecember 31 of year N is recorded cumulatively in year N.
Waste on the plant awaiting removal by an external company
is excluded from this indicator.

2020) on the basis of actual consumption for the head
office and calculation of the surface area of the premises forthe other entities;• reporting of fugitive emissions (refrigerant leaks) for the yearof the most recent carbon footprint assessment (2020).
Refrigerant emissions were obtained using three methods:
actual for all industrial plants excluding Raleigh; calculation
based on equipment capacities and annual leakage rate ofchemical industrial processes for Raleigh; and calculation
based on surface area for the other entities;• a proportion on the production of the plants concerned forprocess emissions.

When raw data are expressed in cubic meters, in the absenceof precise data, a density of 1 is assumed (1 cubic meter isequivalent to 1 metric ton).

Conversion factors (also called emission factors) are centralized
and updated at the Group level and are used automatically inthe reporting files to ensure consistency.

The data are recorded by the plants using waste tracking
records or local equivalents.
The data are consolidated once a year at the Group level inabsolute and relative terms (i.e. compared with production
quantities from January 1 to December 31 of year N).
Production quantities include the production of the chemicalplants and the pharmaceutical plants. The production of
injectors is not counted.

The emissions resulting from energy consumption are calculatedon the basis of emission factors from the CarbonEM database,the sources of which are mainly ADEME, IEA andECOINVENT. The emission factors used to calculate
greenhouse gas emissions were updated in 2021, while theemission factors for previous years were used to take accountof exogenous changes (e.g. energy mix related to the country
where our plants are located).

5.9.8.4

The data are consolidated each year at the Group level inabsolute and relative terms.

GHG emissions for scopes 1 and 2

The reporting period for GHG emissions for scopes 1 and 2 isfrom January 1 to December 31 of year N.
The data are counted on the basis of:• energy reporting: according to the actual consumption inyear N for industrial plants; data from the last carbon
footprint assessment were used for the other entities (inGuerbet’s medium- and long-term objective is to reduce
emissions in absolute terms. Guerbet also tracks its emissions inrelative terms, i.e. compared with production quantities fromJanuary 1 to December 31 of year N. Production quantities
include the production of the chemical plants and thepharmaceutical plants. The production of injectors is notcounted.

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5

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

5.10 Report of one of the Statutory Auditors, appointed
as independent third party, on the 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 thisaccreditation (from ISO17020 to ISO 17029), we have conducted procedures to express a limited assurance conclusion on thehistorical information (observed or extrapolated) in the consolidated non-financial performance statement, prepared in accordancewith 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 ofarticles L. 225-102-1, R. 225-105 and R. 225-105-1 of the French Commercial Code (Code de commerce).

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

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

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

Responsibility of the Company
The Board of Directors is responsible for:• electing 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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STATEMENT OF NON-FINANCIAL PERFORMANCE
Report of one of the Statutory Auditors, appointed as independent third party,on the verification of the consolidated non-financial performance statement

Responsibility of the 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, theprofessional guidance issued by the French Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes)
relating to this engagement 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 andprocedures aimed at ensuring compliance with applicable legal and regulatory requirements, ethical requirements and theprofessional guidance issued by the French Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes)
relating to this engagement.

Means and resources
Our work engaged the skills of five people between January and 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
conducted around twenty interviews with people responsible for preparing the Statement.

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

Nature and scope of procedures
We planned and performed our work taking account of the risk of material misstatement of the Information.
We consider that the procedures conducted in exercising our professional judgement enable us to express a limited assurance
conclusion:• we familiarized ourselves with the activities of all companies in the consolidation scope and the description of the principal risks;• we assessed the suitability of the Guidelines with respect to their relevance, completeness, reliability, neutrality and clarity, taking
into account, where appropriate, best practices within the sector;• we verified that the Statement covers each category of information stipulated in section III of article L. 225-102-1 governing socialand environmental affairs, respect for human rights and the fight against corruption and tax evasion;• we verified that the Statement provides the information required under article R.225-105 II of the French Commercial Code where
relevant with respect to the principal risks, and includes, where applicable, an explanation for the absence of the information
required under article L.225-102-1 III, paragraph 2 of the French Commercial Code;• we verified that the Statement presents the business model and a description of the principal risks associated with the activities of
all the consolidated entities, including where relevant and proportionate, the risks associated with their business relationships, theirproducts or services, as well as their policies, measures and the outcomes thereof, including key performance indicators
associated to the principal risks;• we referred to documentary sources and conducted interviews to:• assess the process used to identify and confirm the principal risks as well as the consistency of the outcomes, including the key
performance indicators used, with respect to the principal risks and the policies presented, and• corroborate the qualitative information (measures and outcomes) that we considered to be the most important (1) and for which
our work was carried out on the consolidating entity;• we verified that the Statement covers the consolidated scope, i.e. all companies within the consolidation scope in accordancewith article L. 233-16;• we obtained an understanding of internal control and risk management procedures implemented by the Company and assessed
the data collection process aimed at ensuring the completeness and fairness of the Information;• for the key performance indicators and other quantitative outcomes (2 that we considered to be the most important, we
implemented:• analytical procedures that consisted in verifying the correct consolidation of collected data as well as the consistency ofchanges thereto,• substantive tests, on a sample basis and using other selection methods, that consisted in verifying the proper application ofdefinitions and procedures and reconciling data with supporting documents. These procedures were conducted for a selectionof contributing entities (3) and covered between 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 reasonableassurance opinion in accordance with the professional guidelines of the French National Institute of Statutory Auditors (Compagnie
Nationale des Commissaires aux Comptes); a higher level of assurance would have required us to carry out more extensive
procedures.
Paris-La Défense, March 29, 2022
One of the Statutory Auditors,
Deloitte & Associés
Jean-François Viat
Partner, Audit

(1)

(2)

(3)

164

Catherine Saire
Partner, Sustainability Services

Qualitative information: recognition policy in line with the company’s strategy and development; definition of the corporate purpose; establishment of a mechanism forassessing gender equality; preservation of biodiversity; “Climate strategy” project to better cope with the issues of sustainable performance and transformation; 2021
carbon footprint assessment (scope 3); deployment of the supplier code of ethics.
Quantitative environmental information: water consumption; quantity of waste processed externally (hazardous and non-hazardous, recovered and non-recovered);energy consumption (electricity, natural gas, fuel oil); greenhouse gas emissions related to energy consumption – Scopes 1 & 2 carbon footprint assessment.
Quantitative social information: period-end total number of employees; total number of hires during the period; total number of departures during the period broken
down by reason (including dismissals); number of occupational injuries with lost time, adapted workstations, or medical treatment; occupational injury frequency andseverity rates; number of occupational injuries relative to the number of employees (“Total Recordable Incident Rate”); number of employees who completed at least
one training or awareness session during the year.
Selected entities: industrial plants in Marans (France), Rio de Janeiro (Brazil), and Raleigh (USA).

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6
FINANCIAL STATEMENTS
AND RELATED NOTES
6.1

Consolidated financial
statements and notes

166

6.1.1 Summary financial statements

166

6.1.2 Notes to the consolidated
financial statements

170

6.2

Statutory Auditors’ reporton the consolidated
financial statements

210

6.3

Individual financial statements
and notes

215

6.3.1 Annual financial statements

215

6.3.2 Notes to the annual financial
statements

218

6.4

Statutory Auditors’ reporton the annual financial
statements

236

6.5

Statutory Auditors’ special
report on regulatedagreements

240

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FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

6.1

Consolidated financial statements and notes

6.1.1

Summary financial statements

6.1.1.1

Consolidated balance sheet

ASSETS (net values)(in thousands of €)Intangible assets
Tangible assets
Other non-current financial assets
Deferred taxes - Assets
Total Non-current assets
Inventories
Trade receivables
Other current financial assets
Cash and cash equivalents
Total Current assets

*

Note

12/31/2021

12/31/2020

5
6
1&7
8

188,618
274,046
23,295
19,419505,379

188,267
261,294
16,54011,046477,1479
10 & 1.1
1 & 1.1
1 & 1.2

201,952
118,775
59,000115,728
495,454

204,587
111,038
56,22096,713
468,559

1,000,833

945,707Note

12/31/2021

12/31/2020

11

12,641
408,234
32,637(48,420)
405,092

12,603
397,461
18,240(60,550)
367,754405,092
299,691
1,947
15,246
41,988358,873364,305
318,377
4,305
14,76640,289377,736

81,021
33,847
97,21715,011
9,774
236,869

64,41334,92588,4388,086
4,355
200,216

1,000,833

945,707

TOTAL ASSETSEQUITY & LIABILITIES (net values)(in thousands of €)CapitalOther reserves
Net income
Translation adjustment
Shareholders’ equity, Group shareof which Group shareNon-current financial liabilities
Other non-current financial liabilities
Deferred tax liabilities
Non-current provisions
Non-current liabilities
Trade and other payables
Current financial liabilities
Other current liabilities
Current tax liabilities
Other short-term provisions
Total Current liabilities
TOTAL EQUITY & LIABILITIES

2.1 & 2.2
28
12
13 & 2.1
2.1 & 2.2
1 & 2.7
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.

166

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FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

6.1.1.2

Consolidated income statement(in thousands of €)Revenue
Usage fees
Other operating revenue
Purchases consumed and change in inventories
Payroll expenses
External charges
Taxes
Amortization/depreciation expenses
Net allowances for provisions
Other operating income and expenses
Current operating incomeof which profit sharing
Income from cash and cash equivalents
Gross finance costs
Net finance costs
Currency gains/losses
Other financial income and expenses
Income tax expense
Consolidated net incomeof which group share
Net earnings per share with € 1 face value (in euros)
Diluted net earnings per share with € 1 face value (in euros)

*

Note

2021

2020

4

732,071712,295—
4,941(190,934)(232,789)(195,565)(13,459)(55,945)(10,434)
799
38,685—
5,397(166,552)(236,500)(203,975)(15,852)(59,649)832
5,876
41,872(591)
59(3,243)(3,183)(817)
83(7,239)(7,156)(3,212)(3,316)
3,664
32,637(7,973)(4,495)(4,008)18,24032,637
2.59
2.58

18,240
1.45
1.44

14
15
16
17
18
19

20

21

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.

6.1.1.3

Consolidated statement of comprehensive income

Consolidated net income for the period

*

2021

2020

32,637

18,240163
452(2,367)(1,307)(751)
12,137
44,637(1,012)(30,589)(17,035)(in thousands of €)Income and expenses recognized directly in equity
Non-reclassifiable
Actuarial gains and losses on IAS 19 obligations
Actuarial gains and losses on IFRS 2 obligations

6

Reclassifiable
Hedging instruments
Change in translation adjustments
NET INCOME AND GAINS AND LOSSES RECOGNIZED DIRECTLY IN EQUITY* 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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FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

6.1.1.4

Consolidated statement of cash flows*(in thousands of €)

2021

2020

Net income

32,637

18,240Change in amortization/depreciation and provisions on fixed assets and other current assets
Net allowances for provisions for contingencies
Change in fair value of hedging instruments
Costs of stock options and bonus shares
Income from sale of fixed assets and other adjustments
Cash flow after net finance costs and taxes

58,320
8,316
443
610
286
100,61257,741
1,379(168)(1,307)
5,367
81,251

Net finance costs
Tax expenses (including deferred taxes)
Cash flow before net finance costs and taxes

5,343(3,664)102,290

4,853
4,008
90,112

Taxes paid
(Increase)/decrease in inventories(Increase)/decrease in trade and other receivables
Increase/(decrease) in trade payables(Increase)/decrease in other assets
Increase/(decrease) in other liabilities
Change in operating WCR

586
4,578
(6,644)
16,042(8,628)
7,748
13,096(2,248)17,38314,0104,614(6,366)2,927
32,567NET CASH FLOWS FROM OPERATING ACTIVITIES (A)115,973

120,432

Investments(56,359)(11,431)(37,500)(7,428)(61,185)(19,890)(39,792)(1,503)

2,849
720
840
1,289
1,267

9,820
1,038

intangible assets
tangible assets
financial assets
Asset disposals
intangible assets
tangible assets
financial assets
Increase/(decrease) in amounts payable on fixed assets
NET CASH FLOWS FROM INVESTMENT ACTIVITIES (B)(52,243)

1,644
7,138
(5,923)(57,288)(8,814)592
6,581(34,392)(5,250)(41,283)(8,825)100
7,337(40,607)(4,890)(46,887)

Effect of exchange rate changes (D)NET CHANGE IN CASH (A) + (B) + (C) + (D)68
22,515(3,699)12,560STARTING CASH

93,04280,481

ENDING CASH

115,556

93,042

Dividends paid
Capital increase
Increase in borrowings
Repayments of borrowings
Net finance interest paid (including finance lease agreements)
NET CASH FLOW FROM FINANCING ACTIVITIES (C)* 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.

Net cash(in thousands of €)Bank credit facilities
Cash and cash equivalents
TOTAL

168

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2021

2020

(172)
115,728
115,556(3,671)
96,71393,042

FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

6.1.1.5

Statement of changes in consolidated shareholders’ equity(in thousands of €)CapitalConsolidated
reserves

ResultChange intranslation
adjustments

Situation at December 31, 201912,596

375,746

37,328(36,477)

37,328(37,328)

Appropriation of 2019 result
Stock options
Dividend payments
2020 consolidated result
Actuarial gains and losses
Translation adjustments
Capital increase
Other transactions
Impact of IFRIC decision of April
2021 IAS 19*
Situation at 12/31/2020
Appropriation of 2020 result
Stock options
Dividend payments
2021 consolidated result
Actuarial gains and losses
Translation adjustments
Capital increase
Other transactions
Situation at 12/31/2021—(8,805)6,515(8,805)
17,714(3,308)(30,589)
100—(60,551)

3,449
367,754

17,714(3,308)(30,589)712,60393(6,515)
2,923
397,461526
18,24018,240(18,240)—(8,814)
32,637809
12,13738
12,641

540
408,236

32,637

Total

389,192(8)(48,422)(8,814)
32,637809
12,137578(8)405,092* 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.

6

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6

FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

6.1.2

Notes to the consolidated financial statements

The figures presented in these notes are expressed in thousands of euros, unless otherwise indicated.

6.1.2.1a)Accounting policies

Basis of presentation andstatement of compliance

The main accounting methods applied when preparing theconsolidated financial statements are described below. Unlessotherwise indicated, these methods were applied consistently toall of the periods presented.
In accordance with Regulation 1606/2002 enacted on July19, 2002, by the European Parliament and the European
Council, the consolidated financial statements of Guerbet havebeen established in accordance with IFRS (International
Financial Reporting Standards), as approved by the European
Union on the date the financial statements were prepared. The
IFRS as adopted by the European Union differ in some respects
from the IFRS published by the IASB. However, the Group has
ensured that the financial information for the periods presented
would not have been materially different if it had applied the
IFRS as published by the IASB.
International accounting standards include IFRS (International
Financial Reporting Standards), IAS (International AccountingStandards) and the following interpretations: SIC (Standing
Interpretations Committee) and IFRIC (International Financial
Reporting Interpretations Committee).
All the texts adopted by the European Union are available on
the European Commission’s website: https://ec.europa.eu/
info/law/international-accounting-standards-regulation-ecno-1606-2002/amending-and-supplementary-acts/actsadopted-basis-regulatory-procedure-scrutiny-rps_en.

b)

New IFRS texts applicable in 2021

On February 12, 2021, the IASB issued an amendment to IAS
1 concerning accounting policy disclosures and an amendment
to IAS 8 concerning the definition of accounting estimates. On
May 7, 2021, the IASB also issued an amendment to IAS 12
concerning deferred tax related to assets and liabilities arisingfrom a single transaction. The Guerbet group does not expect
any material impact from the coming into force of these two
amendments applicable no earlier than January 1, 2023. The
Group will not apply these amendments early.
On March 31, 2021, the IASB issued a second “Covid-19Related Rent Concessions” amendment to IFRS 16. This
amendment extends by one year the applicability of the May
2020 amendment that relieves lessees of the requirement toassess whether an offered Covid-19 pandemic rent relief
constitutes a lease modification. The Guerbet group has notbeen affected by the coming into force of this amendment.

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In its March 2021 update, the IFRS IC (Interpretations
Committee) published an agenda decision clarifying how toaccount for costs of configuring or customizing a supplier’s
application software in a Software as a Service (SaaS)arrangement. The impact of this decision is not material at theGroup level and did not require restatement.
In its April 2021 update, the IFRS IC published an agenda
decision clarifying how to calculate the obligation relating tocertain defined-benefit plans under which the retirement benefit
is contingent on the employee being employed by the entity at
the time of retirement and capped at a specified number ofyears of service. This new method of calculating obligations
had an impact only on the provision for retirement benefits forthe four French entities. The impact resulted in a decrease in the
total obligation of €3.4 million at December 31, 2021.
Pursuant to IAS 8, this change in method was recalculated at
January 1, 2020, and represents an impact on opening
reserves of €2.9 million. The difference with the total impact of€3.4 million, amounting to €0.5 million, represents a reduction
in transfers to provisions for the 2020 fiscal year.

c)

Estimates and judgments

To establish financial statements in accordance with IFRS
standards, the Group makes estimates and assumptions that
impact the book value of items in the assets and liabilities,
income and expenses, and the information given in certain
related notes.
Management evaluates these estimates and assessments
continually based on past experience and on various otherfactors judged to be reasonable, which constitute the basis forthese assessments.
The main significant estimates made by the GroupManagement concern the valuation of goodwill and intangible
assets with an indefinite life, impairment of inventory,
provisions, legal disputes with third parties, and deferred taxes.

c bis) Impact of climate change issues
on the financial statements
In preparing the consolidated financial statements, the Groupconsidered the impact of climate change, particularly in thecontext of the disclosures required in the statement of nonfinancial performance of the Universal Registration Document.
This consideration had no material impact on the judgments
and estimates made by the Group, in line with the analysis
indicating that climate change would not have a major effecton the Group’s medium-term viability.

FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notesd)Consolidation method

Subsidiaries are consolidated according to the control
exercised by the parent company. Guerbet consolidates asfollows:• through the full consolidation method, for companies inwhich the parent company exercises exclusive control
directly or indirectly;• through the equity method, for companies in which theGroup exercises significant influence directly or indirectly,
without providing management.
All inter-company transactions are eliminated.

e)Business combinations

Business combinations are recognized using the acquisition
method. The assets acquired and the liabilities assumed arerecognized at their fair value at the acquisition date.
The residual difference between the acquisition cost and thepurchaser’s share of the net assets measured at their fair value
is recognized as goodwill.
If this difference is positive, it is recognized as an asset ingoodwill. If it is negative, it is immediately recognized asincome.

f)

Translation methods

Recognition of foreign currency transactionsin the accounts of consolidated companies
Transactions denominated in foreign currencies are converted
by subsidiaries into their working currencies at the rateapplying on the day of the transaction.
Monetary items on the balance sheet and the cash flow
statement are restated at their closing exchange value at theend of the year. Gains or losses resulting from this valuation arerecognized on the income statement in “Other financial income
and expenses.”Non-monetary items on the balance sheet measured athistorical cost are translated using the exchange rate applying
at the date of the transaction.
Income from currency option trading is recognized at the option
strike date to the extent that the options hedge commercial
operations after the end of the year. The premium paid isrecognized as an asset on the balance sheet until the option
expires.

Currency translation of statements of foreignsubsidiaries outside the euro zone
Shareholders’ equity is converted at historic rates. Other itemson the balance sheet are converted at the official year-end
exchange rates, and items on the income statement at the
average exchange rate for the year. The difference resulting
from the use of these different rates is entered in shareholders’equity under “Translation adjustments.”
Special case: conversion of accounts of foreign subsidiaries
with a hyperinflationary functional currency
Based on monitoring by the International Practices Task Force(IPTF), Argentina is identified as a hyperinflationary country withan estimated cumulative projection of inflation rates over the
next three years exceeding 100%.
IAS 29 “Financial Reporting in Hyperinflationary Economies”
applies to the financial statements of Guerbet Argentina, abranch of Guerbet Argentina Ltd (UK), a wholly owned
subsidiary of Guerbet Laboratories Ltd (UK). Guerbet
Argentina’s financial statements are translated into euros for the
purposes of the Group’s consolidated financial statements.
Under IAS 21.42B, restatements to be made to non-monetary
assets/liabilities as defined in IAS 29.8 apply only to financial
statements produced starting from the date on which thecurrency is identified as hyperinflationary, i.e. consolidated
financial statements closed on December 31, 2019. Guerbet
Argentina’s total of non-monetary assets and liabilities is not
significant December 31, 2021. The impact of hyperinflation
on monetary items does not affect the interpretation of theGroup’s financial statements. No specific restatement wastherefore made.

g)

Intangible assets

Intangible assets are recognized at their acquisition cost or atfair value in the case of a business combination. Trademarks
recognized in the assets of the balance sheet relate only toacquired brands that are supported by promotional spending.
Intangible assets are amortized over their useful life. The usefullife is the period during which an entity expects to use an asset,
or the number of production units or similar units that the entity
expects to obtain from the asset. This period is determined on acase-by-case basis according to the nature and characteristicsof the items included under this heading.
In general:• brands are not amortized but undergo an annual impairment
test;• acquired patents and technologies are amortized on astraight-line basis for periods not exceeding their duration ofprotection;• computer software is amortized over a 3- to 10-year periodusing the straight-line method.

h)Research and Development costs

6

Costs incurred during the research phase are recognized as
expenses. Costs incurred during the development phase arerecognized as intangible assets only if all of the following
criteria can be demonstrated:• the technical feasibility necessary to complete the intangible
asset for commissioning or sale;• the intention to complete the intangible asset and use or
sell it;• the ability to use or sell the intangible asset;• how the intangible asset will generate likely future economic
benefits;• the availability of appropriate technical, financial and otherresources to complete the development and use or sell theintangible asset; and• the ability to reliably measure the expenditures attributable tothe intangible asset during its development.

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FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

Because of the risks and uncertainties involved in regulatory
authorizations, the Group considers that contrast media costs
incurred before obtaining Marketing Authorization (AMM) do
not meet the above criteria. These development costs are
therefore recorded as expenses in the year in which they are
incurred. Furthermore, costs incurred after obtaining the MA are
generally sales costs that cannot be capitalized. Under Post
Marketing Requirements (PMR) in the United States, additional
studies may be requested after an authorization is obtained. Inthat case, the costs associated with those studies meet thecriteria for recognition as fixed assets (see Note 5 for details).

Other fixed assets

Research tax credits are recognized as “Other operating
income and expenses” on the income statement (see Note 14“Other operating income and expenses”).

Impairment tests involve comparing the net book value of theasset or the cash-generating unit with its recoverable value,
which is the higher of either its fair value minus the cost of sale,or its value in use.

i)

Tangible assets

Tangible assets are recorded at their historical purchase or
production cost. Exceptionally, using the option available under
IFRS 1 in the initial IFRS version adopted, the Villepinte plant
was recognized at its fair value at January 1, 2004.
Costs that can be allocated directly and that are necessary forthe start-up of investments, from engineering drafts (summaryand detailed) through to costs for validation and qualification offacilities, are fixed costs.
Borrowing costs are included in the value of fixed assets forstrategic investment projects that extend over several months ofproduction and that began after January 1, 2009.
Equipment subsidies received are not deducted from the valueof the fixed assets but are presented at their amortized value asdeferred income. Depreciation is calculated on a straight-line
basis according to the useful lifespan of assets on the basis of
their purchase or production cost, possibly restated, less any
residual value where applicable. Depreciation periods arecalculated according to useful lives that are generally
established within the following limits:• buildings: 20 to 50 years;• improvements, fittings: 10 to 20 years;• plant, machinery and equipment: 5 to 10 years;• other tangible assets: 5 to 10 years.

j)Impairment of fixed assets

Nature of tested assets
Goodwill and intangible assets with an indefinite useful life
Goodwill and intangible assets with an indefinite useful life aresubject to an impairment test in accordance with the provisionsof IAS 36 “Impairment of Assets” at least once each year or
more frequently if there is evidence of impairment. The
evidence of impairment may be related in particular to thesuccess of successive phases of clinical development, drug
safety monitoring, patent protection, the arrival of competingproducts and/or generics, or actual revenue generated
compared with the projections.

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Other fixed assets, including tangible and financial assets, arealso subject to an individual impairment test whenever events orchanges in circumstances indicate that book value may not berecoverable. In addition, all tangible assets as well as current
assets included in the definition of working capital requirements
are tested each year in the cash-generating units as an itemthat cannot generate cash inflows highly independent of theother groups of assets attached to said cash-generating units.

Impairment tests – methods adopted by the GroupFor goodwill and intangible assets with indefinite useful lives,
the Group determines the recoverable value of cash-generating
units or groups of cash-generating units according to their value
in use, which is based on discounting of the relevant estimatedfuture cash flows. These cash flows are based on short- andmedium-term forecasts prepared by the Group’s management.
The estimated cash flows are discounted using the weighted
average cost of capital determined for each cash-generating
unit or groups of cash-generating units. For each cashgenerating unit or groups of cash-generating units, animpairment loss is recorded on a separate line on the income
statement for the difference. Any identified impairment loss on a
cash-generating unit or groups of cash-generating units isallocated primarily to goodwill. Impairment losses recognized
for goodwill are non-reversible. The key methods andassumptions used in the asset impairment tests performed for theyear ended December 31, 2021, are presented for intangible
assets with indefinite useful lives and goodwill in Note 5.3.

k)Lease agreements

In accordance with IFRS 16 in force since January 1, 2019,
for all leases other than short-term leases (one year or less) orleases for low-value assets (value less than USD 5 K), a right ofuse is recognized in assets for the same amount as the futurelease liability, adjusted, where applicable, for advancepayments or provisioned amounts for rent payable.
On the income statement, an amortization expense for the rightof use of the asset and an interest expense relating to the leaseliability (financial expense) are recognized.
Rents relating to short-term or low-value leases are recognized
as expenses on the income statement.

FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notesl)Financial assets

Financial assets dating from before 2018 are recognized andmeasured by the Group in accordance with the former IAS 39
from the date of transition to IFRS (IFRS 1 option); the new
IFRS 9 did not have a significant impact on the Group.
Since January 1, 2018, all new financial assets, excluding
cash and derivative instruments, are classified in one of thefollowing three accounting categories:• amortized cost (e.g. loans and receivables);• fair value in consideration of other comprehensive income(OCI) (there are two types of assets at fair value through
OCI: debt securities, which give rise to impairment andrecycling, and equities, which do not give rise to impairment
or recycling);• fair value through profit or loss.
The classification of financial assets is determined on initialrecognition based on the management model of how theGroup manages its financial assets to generate cash flow andcreate value. IFRS 9 identifies three types of business models:• hold to collect;• hold to collect and sell;• other.
Financial assets are measured at each close. In accordancewith IFRS 9, the recognition of impairment of financial assets isbased on expected credit losses. This model applies to assets
measured at amortized cost or financial assets meeting the SPPI(Solely Payments of Principal and Interest) criteria and measured
at fair value through OCI, except for equities for which there is
no impairment.
For establishing factoring contracts, disposals of receivables
are analyzed according to the three main criteria forderecognition of financial assets according to IFRS 9:• expiration (IFRS 9.3.2 3a) or transfer (IFRS 9.3.2 4a) ofcontractual rights to cash flows from the asset;• transfer of substantially all the risks and rewards ofownership of the asset (IFRS 9.3.2 6a);• transfer of control of the financial asset (IFRS 9.3.2 6c).
These criteria are assessed successively according to thevarious analysis steps of the IFRS 9 decision tree.

m) Inventories
Inventories of raw materials and other supplies are measured,
like finished products and products in progress, at the standard
price. At the end of the period, differences between thestandard costs and the actual manufacturing costs are analyzed
for possible capitalization. Inventories of products in progress
and finished products are measured at cost including direct
and indirect production costs, and excluding administrative,
financial and sales costs (IAS 2 “Net Realizable Value”). An
impairment provision is created according to inventory turnoverrates, use-by dates, and any quality problems.

n)Trade receivables

Trade receivables are assessed at nominal value. They are
written down, where appropriate, according to the credit risk
assessed on a case-by-case basis in accordance with IFRS 9
and on the basis of expected credit losses.
Debt securitization consists of selling trade receivables to anentity funding the acquisition of these receivables by issuing
securities on capital markets. If guarantees granted to that entity
mean that real risk cannot be considered as having beentransferred to the transferee, the receivables are kept as assets,
and a borrowing is recognized in liabilities for the amount offinancing provided by the entity.

o)Non-current assets held for sale

A non-current asset, or group of assets and liabilities, is held forsale when its accounting value will be primarily recovered
through sale and not through continuous use. For this to be thecase, the sale must be highly probable. For the sale to behighly probable, a sales plan for the asset (or for the group tobe sold) must have been initiated by an appropriate level ofmanagement, and an active program to find a buyer andfinalize the plan must have been initiated.

p)

Cash and cash equivalents

This item comprises liquid assets in bank current accounts.
Short-term investments and deposits that can be liquidated orsold and whose duration is less than three months are classified
as cash equivalents if they are easily convertible into cash andare exposed to a limited risk of change in value. Short-term
investments are reported at fair value on the income statement.

q)

Provisions

6

Provisions correspond to liabilities meeting the following
criteria:• the amount or the maturity date is not set precisely;• the economic impact is negative for the Group. This liability
is therefore analyzed as an obligation of the Group to athird party, which will probably or certainly lead to an
outflow of resources to that third party.

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6
r)

FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

Obligations to employees

The Group participates in defined-contribution and definedbenefit plans according to the laws and customs of thecountries where the Group operates. Measurement of definedbenefit pension plan obligations is in compliance with therevised IAS 19 standard. The costs of benefits are estimatedusing the projected unit credit method. This consists of basing
the calculation on the compensation that will be paid to
employees, taking into account age structure, staff turnoverrate, and survival rate using official tables by age group. The
amounts obtained are adjusted according to inflation andpromotion scenarios and are discounted to take into accountthe date on which these benefits will actually be paid. Whenactuarial assumptions are reviewed, any resulting actuarial
gains and losses are carried over into shareholders’ equity.
These valuations are made once a year, for all pension plans.
Benefit entitlements are allocated on a straight-line basis fromthe date on which each year of service is counted toward
vesting of the benefit entitlement, i.e. the date before which theemployee’s service affects neither the amount nor the timing of
the benefits.

s)

Derivatives

The Group trades in derivative financial instruments in order tomanage and reduce its exposure to risks of fluctuation ofinterest rates and exchange rates. These instruments are tradedwith leading financial institutions.
The implementation of hedge accounting requires showing anddocumenting the effectiveness of the hedging relationshipduring its implementation and throughout its life (IFRS 9.6.4.1).
The effectiveness of the hedge from an accounting perspective
is verified by the hedge ratio between the hedged item and thehedging instrument. This ratio must be appropriate, i.e. there is
no imbalance between the weights of the hedged item and thehedging instrument.
Derivatives are recognized on the balance sheet at their market
value, known as fair value, on the closing date. This isdetermined both by financial institutions and by an independentcompany.
Changes in the fair value of these derivatives are recognizedaccording to the following principles:• for documented future cash flow hedges, changes in fairvalue are recognized in “Other Comprehensive
Income” (OCI) for the effective portion. The ineffective
portion is recognized in income;• for documented fair value hedge instruments, and nondocumented instruments, changes in fair value are recordedon the income statement.

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Financial liabilities

Borrowings are initially recognized at fair value. They are thenmeasured at their amortized cost using the effective interest rate
method, which consists of reporting on the income statement,over the lifetime of the borrowings, any difference between theloan proceeds net of transaction costs and the repayment
value. Borrowings are considered to be current liabilities,
except if the Group has an unconditional right to defer
repayment of the liability for more than 12 months after closing.

u)

Revenue

In accordance with IFRS 15, revenue is recognized when aperformance obligation is satisfied, i.e. when the customer
obtains control of the good or service (IFRS 15.31 andIFRS 15.32).

v)

Government grants

Investment subsidies are not recorded as a reduction in thepurchasing cost of fixed assets but instead under deferredincome. Their amount is recognized in other operating income
at the same rate as for the depreciation of subsidized fixed
assets. Innovation and employment grants received arerecorded under “Other operating income” in the period inwhich they become definitively earned.

w) Share-based payments
Stock options: share-based payments relate to option plans
granted to employees. The Group applies IFRS 2 for shareoptions granted after November 7, 2002. The binomial modelis used to measure the fair value of the options granted. The
fair value of the options is recognized in staff costs extending
over the time the options are unavailable, with a reverse entry
under shareholders’ equity.
Bonus shares: the Group applies IFRS 2 for employee bonusshare plans. The fair value of the shares is recognized in staff
costs extending over the duration of the vesting period, with areverse entry under shareholders’ equity.

x)

Income tax

Income tax expense corresponds to the tax due for eachconsolidated fiscal entity, adjusted for deferred taxes. The latterare calculated on all the temporary differences between the tax
base and the consolidated base of assets and liabilities, inaccordance with a balance-sheet-based approach, withvariable deferrals applied and based on reliable repayment
scheduling. The tax rate and fiscal rules used are those set out
in the tax legislation in force and which will be applicablewhen the transactions in question are completed. Deferredtaxes on tax losses will be recognized if they are recoverable
in the near future. Deferred taxes, whether assets or liabilities,
are offset against one another at the level of each fiscal entityand are carried over in their net amount to liabilities or assets.
In France, Guerbet S.A., Guerbet France, Medex, and Simafex
are consolidated for tax purposes in accordance with
Article 223-A of the French general tax code.

FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

In the United States, Guerbet America, Liebel-Flarsheim
Company LLC, Guerbet LLC, Guerbet Caribbean Inc. andLiebel-Flarsheim Ireland Inc. are consolidated for tax purposes.
The Group does not classify the CVAE (business value added
contribution) as income tax and presents it under “Taxes andduties” on the income statement.

y)Earnings per share

Earnings per share are calculated by dividing net income by
the average number of outstanding shares during the year.
Diluted net earnings per share are calculated based on all theshares that could potentially be created and any savings, net oftaxes, that would result from converting these instruments giving
deferred access to the share capital. At the end of the year, thepotential shares were made up entirely of stock options.

z)Cash flow after net finance costs and taxes is calculated byadding:• net income;• income and expenses recognized directly in shareholders’equity;and• income from the sale of fixed assets and non-current
financial assets;
by subtracting:• the portion of investment subsidies recognized on theincome statement.

6.1.2.2a)b)

Major events during 2021

Covid-19 health crisis

The Covid-19 global health crisis continued throughout 2021.
The Guerbet group has maintained the level of vigilance for
employee protection as defined to date and in accordancewith local government rules. As in the previous fiscal year, theCovid-19 crisis and the implemented measures have not had amajor impact on plant activity.
The Group saw a gradual recovery of activity across all
business sectors, with revenue up 7.9% from December 31,
2020 (excluding forex effects and on a like-for-like basis).

Closure of the Saint-Louis site

As part of the Guerbet group’s transformation project, theExecutive Committee decided to consolidate support functionsin the Americas region and, on October 21, 2021,
announced the closure of the St. Louis (Missouri, USA) site. The
services provided from St. Louis will gradually be transferred to
the Raleigh, Cincinnati and Princeton sites in the United States,
but also outside the United States to Mexico City, Villepinte
and Prague. A €4.4 million provision for restructuring wasbooked at December 31, 2021, to cover these closure costs.

c)Cash flow• calculated expenses (depreciation allowance
provisions, etc.), minus calculated expense reversals;

Net debt, which amounted to €217.8 million at the end ofJune 2021, improved sharply with a reduction of
approximately €38.8 million compared with December 31,
2020.

Partnership with Bracco

On December 14, 2021, Guerbet announced a global
collaboration with Bracco Imaging for Gadopiclenol, a newgeneration magnetic resonance imaging (MRI) contrast agent.
This collaboration will allow Guerbet and Bracco Imaging tomarket the product independently under separate brands. The
two companies will also collaborate on manufacturing andresearch and development for future indications.

6.1.2.3

Context of the closingof the accounts

The Guerbet group is closely monitoring the uncertain
developments in Ukraine with respect to potential indirectconsequences that could impact the economic environment inwhich the Group operates (cost of raw materials, supply costs,
inflation, refinancing conditions, etc.). Given that the Group
has no direct interests in Ukraine and the conflict zones, theGroup believes that the situation in Ukraine will have limited
effects on its operations and financial performance in future
periods.

6.1.2.4

Scope of consolidation

All companies are fully consolidated, with ownership interestsof 100% (see list of companies in Note 31).

6

In 2021,all the entities had the same fiscal year duration,
12 months, and closed their fiscal year on December 31.

The Group continued its cost control efforts, which enabled it toachieve an EBITDA margin of 14.4%, in line with expectations
and an improvement on last year.

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FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

6.1.2.5

Notes to the consolidated financial statements

INDEX OF NOTESNOTE 1

Financial assets

177

NOTE 17

Taxes and duties

201

NOTE 2Financial liabilities

179

NOTE 18

Depreciation and amortization

202

NOTE 3

Management of financial risks

182

NOTE 19

Other operating income and expenses

202

NOTE 20Gross finance costs

202

NOTE 21

Income tax

202

NOTE 22

Research and development costs

203

NOTE 23

Government grants

203

NOTE 24

Information on stock option operations

204

NOTE 25

Related-party disclosures

204

NOTE 26

Off-balance-sheet commitments

205

NOTE 27

Earnings per share and diluted earnings
per share

206

NOTE 4176

Additional information (formerly segment
information)

184

NOTE 5Intangible assets

186

NOTE 6

Tangible assets

190

NOTE 7

Non-current financial assets

191

NOTE 8Deferred tax assets and liabilities

192

NOTE 9Inventories

193

NOTE 10

Trade receivables

194

NOTE 11

Shareholders’ equity

194

NOTE 12

Provisions

195

NOTE 28

Post-closing events

206

NOTE 13

Trade payables

198

NOTE 29

Appropriation of the 2021 result 2021

206

NOTE 14

Other operating revenue

198

NOTE 30

Fees paid to Statutory Auditors

207

NOTE 15

Staff costs

198

NOTE 31

List of consolidated companies

208

NOTE 16

External charges

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FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

NOTE 1

Financial assets
Available-for-salefinancial assets

2021

Non-current tax obligations
Other non-current financial assets
Trade and other receivables
Other current financial assets
Cash and cash equivalents
TOTAL

Financial assets atfair value throughprofit or loss

Total
Balance Sheet

9,874

191,196

115,728
115,728—
23,295
118,775
59,000115,728
316,797

Available-for-salefinancial assets

Loans andreceivables

Financial assets atfair value throughprofit or loss

Total
Balance Sheet

180,298

96,71396,713—
16,540111,038
56,22096,713
280,511

12/31/2021

9,874

2020

Loans andreceivables

Non-current tax obligations
Other non-current financial assets
Trade and other receivables
Other current financial assets
Cash and cash equivalents
TOTAL

3,500

3,500

—
13,421
118,775
59,000—13,040111,038
56,220

CHANGE IN IMPAIRMENT OF FINANCIAL ASSETS

Trade and other receivables
Other current financial assets(a)TOTAL

12/31/2020

Allowances

Writebacks

Translation
adjustments
and other

4,492
981
5,473

1,227
841
2,068

(1,484)—(1,484)

73
—
73

4,307
1,822
6,129

12/31/2020

4,492
981
5,473

(a) Impairment of Truffle Capital units.

Trade and other receivables
Other current financial assets(a)TOTAL

12/31/2019

Allowances

Writebacks

Translation
adjustments
and other

5,494
678
6,172

1,694
303
1,997

(2,430)—(2,430)

(266)
—
(266)

6

(a) Impairment of Truffle Capital units.

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FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

1.1

Loans and receivables at amortized cost
2021

Other non-current financial
assetsTrade and otherreceivables
Other current financial
assets
TOTAL

Gross

Impairment

2020
Net

Gross

Impairment

Net

25,117(1,822)

23,295

17,521(981)

16,540123,222(4,447)

118,775

115,530(4,492)

111,038

59,559207,898(559)(6,829)59,000201,070

56,919189,970(699)(6,172)56,220183,798

2021

2020

1,859
42,895

1,716
33,145

4

6

6,017
8,225
59,00012,222
9,132
56,220

Other current financial assets at amortized cost

Advance payments made to suppliersState and local authorities
Trade payables
Staff and social security
Receivable royalties
Receivable subsidies
Other current assets
Prepaid expenses
TOTAL

Aged trade receivables at December 31, 2021

Gross value

Receivables not yet due
Receivables less than 3 months past due
Receivables less than 6 months past due
Receivables less than 1 year past due
Receivables less than 2 years past due
Receivables more than 2 years past due

101,646
12,077
2,165
1,227
1,246
1,955
120,316

TOTAL

Outstanding trade receivables at December 31, 2021 are reduced by a non-recourse assignment of receivables in December inFrance for €5 million. An analysis shows that the risks and benefits relating to the assigned receivables were transferred and that, in
this context, the receivables are derecognized from balance sheet assets in accordance with IFRS 9.

Aged trade receivables at December 31, 2020

Receivables not yet due
Receivables less than 3 months past due
Receivables less than 6 months past due
Receivables less than 1 year past due
Receivables less than 2 years past due
Receivables more than 2 years past due
TOTAL

Gross value

98,493
6,953
3,153
2,684
1,423
2,333
115,039

Outstanding trade receivables at December 31, 2020, are reduced by three sales of non-recourse receivables in December: inFrance for €5 million, Italy for €1 million, and Spain for €1 million.

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FINANCIAL STATEMENTS AND RELATED NOTES
ConsolidatedAND
financialstatements NOTES
and notes
FINANCIAL STATEMENTS
RELATED
Consolidated financial statements and notes

1.2
1.2

Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss
2021

2020

Financial assets at fair value through profit or loss except derivatives, of which
Financial assets
at fair value through profit or loss except derivatives, of which
Short-term
investments

2021
115,728
115,728
1,199

2020
96,71396,713
1,394

Short-term
Cash and investments
cash equivalents
Cash and cash equivalents
TOTAL
TOTAL

1,199
114,529
114,529
115,728
115,728

1,394
95,31995,31996,71396,713

NOTE 2NOTE 2
2.1
2.1

Financial liabilities
Financial liabilities

Details of financial liabilities with distinction
Detailsof financialpart
liabilities
withdistinctionof the non-currentof said
liabilitiesof the non-current part of said liabilities
2021

2020

Current

2021
Non-current

Total

2020
Total

Financial liabilities (Note 2.2)
Financial
Suppliers liabilities (Note 2.2)
Suppliers
Other financial liabilities (Note 2.7)
Otherfinancialliabilities
2.7)
Derivatives(Note3) and (Noteother financial
instruments
Derivatives (Note 3) and other financial instruments
TOTAL

Current
33,847

Non-current
299,691

Total
333,538

33,84781,021
81,021
97,183
97,18334
34
212,084

299,691

333,538
81,021
81,021
97,183
97,183
1,981
1,981
513,723

Total
353,301
353,301
64,41364,41388,43888,4384,305
4,305
510,457

TOTAL

212,084

513,723

510,457

2021

2020

Non-current liabilities, of which
Non-current
liabilities,of which
Specialinvestment
reserve(frozen current accounts)

2021
299,691
299,691555

2020
318,377
318,377
873

Specialreserve (frozen current accounts)
IFRS 16 investment
lease liability
IFRS 16 lease liability
Borrowing
Borrowing
Otherloans (a)555
11,212
11,212
274,514274,514
13,410

873
8,458
8,458
299,063
299,063
9,983

(a)
Other
Currentloans
liabilities,of which
Currentof which
IFRS
16 liabilities,
lease liability

13,410
8,387
8,387
7,773

9,983
10,106
10,106
6,085

IFRS
16 lease liability
Borrowing
Borrowing
Current profit-sharing reserve
Current
profit-sharing
Bank credit
facilities reserve
Bank credit
facilitiesLIABILITIESTOTALFINANCIAL

7,773
25,461
25,461
442
442
172
172
308,078

6,085
24,81924,819
350
350
3,671
3,671
328,483

2.2
2.2

1,947
1,947
301,638
301,638

Details of financial liabilities with distinction
Detailsof financialpart
liabilities
withdistinctionof the non-currentof theseliabilitiesof the non-current part of these liabilities

6(a)
In December
2008,LIABILITIES
the request for aid for the French-German “Iseult” research project, filed with OSEO, was approved by theEuropean Commission.
The aid
TOTAL
FINANCIAL
308,078
328,483agreement provides for the financing of half of the expenditures incurred: 39% in the form of repayable advances and 61% in the form of grants. An amendment to(a) In2008,
the inrequest
for aidto forthe theFrench-German
research
project,
filed withOSEO,
was ofapproved
by the aid,
EuropeanCommission.
Theterms
aid
theDecember
contract was
signedJune 2020
reviseconditions for“Iseult”
reaching
the final
milestones
and thepayment
the associatedbut also
to modify theagreement
forthethe eventfinancinghalf of theexpenditures
incurred:in the formof repayableadvancesand 61%of inthe
theproject
form ofand
grants.
An amendment
toon financialprovides
returns inthat ofa product
resultingfrom theproject 39%
is releasedon themarket. Given
the progress
the negotiationof thethecontractclauses
was signed
to revisethe conditions
for reaching
the final
and the paymentof the associatedaid,butledalsoto tothe
modifythe terms
repaymentwith intheJune
BPI,2020
the Group
updatedthe fair-value
measurementof milestones
financial liabilities
in accordancewith IFRS 9.
This
recognition
ofon
financialrepayable
returns in advances
the event thata productfrom the project
released entry
on therecognizedmarket. Given
the progressof theAtproject
and theof theadditionalof €3.4
millionresulting
for discounting,with anis offsetting
in financial
expenses.
December
31,negotiation
2021, financial
repayment
clauseswith million.
the BPI, the Group updated the fair-value measurement of financial liabilities in accordance with IFRS 9. This led to the recognition of
liabilities totaled€13.4
additional repayable advances of €3.4 million for discounting, with an offsetting entry recognized in financial expenses. At December 31, 2021, financial
liabilities totaled €13.4 million.

The interest paid on this debt is mostly variable-rate interest.
The interest paid on this debt is mostly variable-rate interest.
Portion of debt at variable rate (before hedging)variable
Portion of debt at fixed
raterate (before hedging)Portionfixed71%
rateof the variable-rate debt.
Aninterest of
ratedebt
swapathedges

2021

2020

2021
96 %

2020
96 %

96
4%
4%

96
4%
4%

An interest rate swap hedges 71% of the variable-rate debt.

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179
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FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

RECONCILIATION OF CHANGES IN LIABILITIES FROM FINANCING ACTIVITIES

Non-current
liabilities
Current liabilities
TOTAL

2.3

2020

Emission

Repayment

318,377
34,925353,301

18,959(10,295)(25,000)(35,295)

18,959Foreignexchange effect
Bank credit and other gains
facilities
or losses Reclassification(3,588)(3,588)

(103)
244
142

299,691
33,847
333,538

Details of financial liabilities by currency
2021

Currency

Euro
Won
Hong Kong dollar
US dollar
Miscellaneous

2020

Closing priceAmount%Closing priceAmount

%

1
1,346
8.83
1.13

324,092
289
2,116
2,726
4,315

97.2%
0.1%
0.6%
0.8%
1.3%

1
1,336
9.51
1.23

343,561
578
230
4,561
4,601

97.2%
0.2%
—
1.3%
1.3%

TOTAL FINANCIAL LIABILITIES

2.4(27,247)
27,247—2021

333,538

353,301

Details of financial liabilities by maturity

These financial liabilities have the following maturity dates:
2021

2020

Due within 1 year
Due in 1-5 years
Due in more than 5 years

33,847
298,678
1,013

34,926317,638739

TOTAL

308,078

328,483

2.5

Lease liabilities

The maturities of the lease liabilities are as follows:

180

2021

2020

Due within 1 year
Due in 1-5 years

7,773
11,212

6,085
8,458

TOTAL

18,985

14,542

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FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

2.6

Change in financial indebtedness

Net financial debt changed as follows during the year:

Cash and cash equivalents
Bank loans and bank credit balances

2021

2020

115,728(172)

96,713(3,671)

Net cash

115,556

93,042Gross financial debt other than bank credit

333,367

349,630NET FINANCIAL DEBT

(217,811)(256,588)

Borrowings include a clause providing for a maximum value of the “Net financial debt/EBITDA (1)” ratio, which varies from year
to year.
For the purpose of calculating the covenant, net financial debt and EBITDA are contractually defined as excluding the IFRS 16
impact.
The maximum value of the ratio is 4.0. It was 2.06 at December 31, 2021.

2.7

Other current financial liabilities

Social liabilities
Debt on fixed assets
Miscellaneous debt
TOTAL

2021

2020

57,45625,62814,13353,50424,194
10,74088,43897,217

6(1)

EBITDA refers to operating income plus net amortization, depreciation and provisions.

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FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

NOTE 3

Management of financial risks

In accordance with its hedging policy, the Guerbet group hashedged a portion of the interest rate risk on its debt, whichprimarily consists of a variable-rate syndicated credit facility of€300 million at December 31, 2021. The nominal amount ofinterest rate hedging swaps is €225 million.

3.1

Given its international footprint, the Group is exposed tocurrency risk on several currencies as described below.

Currency risk

3.1.1 Currency risk exposure and hedging at December 31, 2021
The table below summarizes the Group’s main currency risks:(in € million)

Accounting risk (a)Positions before hedging
Currency risk hedging
Net foreign exchange position

JPY

KRW

BRL

HKD

CAD

USD

GBP

CZK

31.75
31.75
—
31.75

9.57
9.57
(2.72)
6.85

5.87
5.87
(2.22)
3.65

3.62
3.62
—
3.62

(4.67)(4.67)
1.67(3.00)

1.92
1.92
0.47
2.39

(2.20)(2.20)—(2.20)(2.09)(2.09)—(2.09)(a) Accounting risk includes all assets and liabilities in non-EUR currencies.

The foreign exchange position in yen (JPY) is mainly due to thecurrent account between the parent company and its subsidiary
Guerbet Japan (€31 million). Unlike last year, the Groupdecided not to hedge this accounting exposure in 2021 and isconsidering the recapitalization of this subsidiary.
The foreign exchange position in Korean won (KRW) also
arises mainly from the financing of the Korean subsidiaries by
the parent company, whether in the form of an automatic
revolving loan or a current account. The amount of thisfinancing decreased by approximately €7 million in 2021.

182

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The net foreign exchange position in Brazilian reals (BRL)
increased by €4 million to €3.65 million. This exposure is dueto the Group’s inter-company flows to distribute its products in
Brazil.
The Group’s net Hong Kong dollar (HKD) position decreased
significantly due to invoicing by the Hong Kong-based
subsidiary Guerbet Asia Pacific in euros and dollars, which
offset part of the exposure resulting from the current account.

FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

3.1.2 Analysis of sensitivity of the financial result to accounting currency risk
at December 31, 2021
Sensitivity is calculated on the net balance not hedged (accounting risk after deducting hedges outstanding) for the main currencies.
The table below summarizes the impact on the financial result of a 10% variation in these currencies against the euro on the net bookforeign exchange position at December 31, 2021:(in thousands of €)

JPY
KRW
BRL
HKD
CAD
USD
GBP
CZK

3.2

2021

2020

3,175
685
365
362
(300)
239
(220)
(209)

1,352
732
(39)
1,055
(692)
(74)
(276)
(94)

Interest rate risk

3.2.1 Interest rate risk exposure and hedging
at December 31, 2021
The share of the Group’s financial liabilities at variable rates
before hedging is 96%.
In March 2019, the choice was made to hedge thesyndicated credit facility for €225 million by establishinginterest rate swaps with a starting date deferred by two years.

This hedge against an increase in the interest rate wasactivated at the end of March 2021. Since this activation,interest rates have risen but remain below the benchmark rate
at the time when the debt was put in place.
Below is the breakdown of debt due within one year and in
more than one year.
(a)More than 1 year

Total

Fixed-rate financial liabilities
Variable-rate financial liabilities
Fixed-rate financial assets
Variable-rate financial assets
Net position before management (b)• fixed-rate• variable-rateOff-balance sheet (c)Net position after management(247)(33,600)
90,50025,228(13,965)(285,726)(14,212)(319,326)
90,50025,22890,253(8,372)—(13,965)(285,726)(225,000)

76,288(294,098)(225,000)• fixed-rate• variable-rate

90,253(8,372)(238,965)(60,726)(148,712)(69,099)

Within 1 year

6(a) All maturities of variable-rate financial assets and liabilities and maturities in less than one year of fixed-rate financial assets and liabilities.
(b) Sum of differences (assets – liabilities) at fixed rates and (assets – liabilities) at variable rates.
(c) Interest rate swaps (receive variable rates and pay fixed rates).

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FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

3.2.2

Analysis of sensitivity of the financial
result to interest rate risk at
December 31, 2021

More than 97% of the Group’s debt is in euros. The sensitivity
calculated in this note therefore relates only to debt in euros.

On the basis of a 3month Euribor of -0.572% at December
31, 2021, an increase of 100 basis points would haveresulted in an increase in the cost of debt of around€0.4 million year on year; a decrease of 100 basis points
would not have resulted in a decrease in the cost of debt giventhat the benchmark rates are subject to a floor of 0%.

Sensitivity is calculated on the balance of gross unhedged eurodebt, which represents 27.4%.

Gross debt

(in € thousands)

3M Euribor+100 bp

3M Euribor-100 bp

333,538

333,902333,538

3.3

Liquidity risk

In March 2019, the Group set up a five-year €500 million
syndicated credit facility, which includes a €150 million
confirmed line not drawn as at December 31, 2021.

NOTE 4

Additional information (formerly segment information)

Readers should note that all of the Group’s business is carriedout in a single area of activity, which is the research,development, production and sale of contrast media for
medical imaging. As a result, the Group does not present
operating segment information within the meaning of IFRS 8.

4.1

However, to provide a detailed analysis of its activity, theGroup presents in this paragraph a breakdown of its activity bygeographic region. This information corresponds to the internalreporting statements used by Management to run the Group.
Additional information is provided on revenue by productrange.

Geographic information

The geographic information is presented below based on a risk
and profitability analysis in two subsets, corresponding to theGroup’s internal organization and Guerbet’s various growthmodels in these markets:• main European markets where Guerbet group has beenable to build sustainable customer relationships and has astrong position due to its own networks of pharmaceuticalsales representatives;• other markets.

184

At the end of the year, the Group also had €115.7 million ofavailable cash.

Guerbet • Universal Registration Document 2021

Europe includes the European countries where the Group ispresent via its own networks of pharmaceutical sales
representatives, namely: Austria, Belgium, Spain, France,
Germany, Israel, Italy, the Netherlands, Portugal, Switzerland,
Turkey and the United Kingdom.
The non-allocated portion of operating income corresponds tohead office administrative costs, research and development
costs, and indirect industrial costs not attributable to the
products, components which can only be allocated to thevarious sectors on an arbitrary basis.

FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

2021

European companies
in their markets

Other311,0670
311,067

26,173394,831421,004

Non-allocated

Total

RevenueEuropean markets
Other markets
Total revenue
Depreciation & amortization
Other expenses without cash equivalents
Operating result

337,240
394,831732,071(55,945)(10,434)

NET INCOME
Sector assetsof which fixed assets
Sector liabilities other than financial liabilities
Financial liabilities
Sector investments
intangible
tangible

2020(55,945)(10,434)
38,68532,637

903,485379,975
589,089—

97,34882,68978,206————
333,538

1,000,833
462,664
667,295
333,538

11,361
33,570

69
3,930

—
—

11,43137,500European companies
in their markets

Other

Non-allocatedTotal

290,293
27,758318,051394,244394,244

RevenueEuropean markets
Other markets
Total revenue
Depreciation & amortization
Other expenses without cash equivalents
Operating result

290,293422,002712,295(59,649)306(59,649)306
41,346NET INCOME
Sector assetsof which fixed assets
Sector liabilities other than financial liabilities
Financial liabilities
Sector investments
intangible
tangible

17,714
878,898
370,763542,355—

66,80878,79950,050————353,301

945,706
449,562
592,405
353,301

19,78333,155

107
6,642

—
—

19,89039,798

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6

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FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

4.2

Breakdown of revenue by product range

Guerbet group’s revenue breaks down by product range as follows:
2021

2020

X-Ray
MRI
TOTAL DIAGNOSTIC IMAGING

57.0%
32.0%
89.0%

55.1%
31.9%
87.1%

INTERVENTIONAL IMAGING

11.0%

10.3%

—%

2.6%

OTHER

In this new presentation of revenue by product range, delivery systems and services have been divided between X-Ray 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.

NOTE 5
5.1

Intangible assets

Gross values

Trademarks
Patents and technologies
Marketing Authorizations(MAs)
Sales relationships
Goodwill
SoftwareIntangible assets in progress(a)GROSS VALUES

12/31/2020

Increase

Decrease

Acquisition

Translation
adjustments
and other

9,831
84,206

—
—

—
—

—
—

163
5,927

9,995
90,133

11,686
4,841
39,82090,60931,915272,907———86
11,345
11,431———(1,122)—(1,122)

—
—
—
—
—
—

(332)
277
—
7,893
(7,095)
6,835

11,355
5,118
39,82097,46636,165290,050

12/31/2021(a) Increases in intangible assets (+€11.4 million) mainly include IT investments (+€6.1 million) and R&D costs (+€3 million for the Care Advisor for Prostate project and+€0.4 million for the Liver Care Advisor project as part of the partnership with IBM Watson; +€0.7 million for additional studies requested by the FDA – see Note
5.3 below).

12/31/2019 Increase

Decrease

Acquisition

Translation
adjustments
and other

12/31/2020

Trademarks
Patents and technologies

10,032
90,772

—
—

—
—

—
—

(201)
(6,567)

9,831
84,206

Marketingauthorizations (MA)
Sales relationships
Goodwill
SoftwareIntangible assets in progress(a)GROSS VALUES

12,122
5,147
39,82096,687
15,327
269,907———117
19,77319,890———(9,158)—(9,158)

—
—
—
—
—
0

(436)
(307)
—
2,963
(3,185)(7,732)

11,686
4,841
39,82090,60931,915272,907(a) “Intangible assets in progress” includes €15 million in capitalized costs for the Liver Care Advisor project (liver cancer diagnostic tool), €4 million in capitalized
costs for the Care Advisor for Prostate project as part of the partnership with IBM Watson, as well as €3.5 million in capitalized costs for the Geode project(Occlugel microspheres) and €3.1 million in capitalized costs in connection with additional studies requested by the FDA (see Note 5.3 below).

186

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FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

5.2

Amortization, depreciation and impairment by fixed asset category

Patents and technologies
Marketing Authorizations(MAs)
Sales relationships
Software
TOTAL

Patents and technologies
Marketing Authorizations(MAs)
Sales relationships
Software
TOTAL

12/31/2020

Allowances

Writebacks

Acquisition

Translation
adjustments andother27,675

4,729

—

—

1,572

33,9762,789
2,426
51,75084,640719
481
10,16316,092——(1,113)(1,113)

—
—
—
—

(86)
109
219
1,814

3,422
3,016
61,018
101,432

Acquisition

Translation
adjustments andother

12/31/2020

12/31/2021

12/31/2019

Allowances

Writebacks

24,195

4,909—(1,429)27,6752,127
2,016
51,81780,155

767
499
9,782
15,957——(8,926)(8,926)

(105)
(88)
(924)
(2,546)

2,789
2,426
51,75084,640——

6

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FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

5.3

Additional information on main intangible assets

Estimates of recoverable values of cashgenerating units including goodwill or intangible
assets with indefinite useful lives
In accordance with the approach adopted, four cashgenerating units were defined, corresponding to geographic
regions (EMEA, LATAM, APAC and NAM), according to thearchitecture adopted by the Group’s management for analysis
of its performance and for medium-term planning of its activity.
Net book value
at December 31, 2021 (in millions of €)188

Goodwill
Intangible assets with an indefinite
useful life
Productive assets (manufacturing)
Other support assets
TOTAL
Growth rate to infinity
Discount rate

The book value of each cash-generating unit was determinedaccording to specific allocation scales, particularly on the basisof the geographical destination of the plants’ manufacturing
output. In accordance with IAS 36, goodwill is not allocated to
any cash-generating unit (as they do not generate cash flowsthat are sufficiently independent of other Group assets); they
are tested through a “consolidated” business plan.

Global

EMEA

NAM

APAC

LATAM

39.8

—

—

—

—

9.6
235.4
411.8
696.6

—
85.0
196.1
281.1

2.2
60.7
93.8
156.7

7.4
57.4
90.3
155.1

—
32.3
31.6
63.8

2.7%
9.5%

2.2%
9.2%

2.4%
8.6%

3.0%
9.7%

4.0%
12.2%

The discount rate used for each cash-generating unit isdetermined according to a risk premium specific to thegeographic region in question. Weighting results in a global
discount rate of 9.5% (compared with 9.9% in the tests
conducted as of December 31, 2020).

At December 31, 2021, the value tests were based on
discounted cash flows determined on the basis of the best
estimates known December 31, 2021. In particular, they comefrom the Medium-Term Plan determined by the Group’s
management over a five-year horizon. A final additional yearof testing (2027 normative) was extrapolated by considering anormative level of activity for each region. The main
assumptions are presented below:

Change in revenue

Global

EMEA

NAM

APAC

LATAM

2022
2023
2024
2025
2026

8.2%
11.8%
10.5%
10.4%

-1.4%
4.9%
15.8%
10.4%
10.3%

4.1%
7.3%
10.0%
13.3%
13.9%

24.2%
13.1%
8.9%
9.5%
8.9%

10.1%
10.2%
6.9%
8.6%
8.6%

Guerbet • Universal Registration Document 2021

FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

For each of these cash-generating units, the present value
exceeds the net book value. Accordingly, no impairment is
considered as a result of these tests at December 31, 2021.
In terms of sensitivity, an increase of one percentage point in
the discount rate or a decrease in the growth rate to infinity
used would not lead to the recognition of an impairment loss.
Similarly, a 10% deterioration in revenue or margin projections
would not lead to a recognition of an impairment loss.

Capitalization of preclinical and clinical studies
required by the US Food and Drug Administration
In December 2017, Guerbet LLC received a request from the
FDA (Food and Drug Administration) to conduct two preclinicalstudies and a clinical study for Dotarem, marketed in the UnitedStates, for which approval was obtained in 2013.

These studies are part of the Post Marketing Requirements(PMRs) governed by section 505(o) of the FDCA (Federal
Food, Drug, and Cosmetic Act). They are mandatory, but theresult does not call into question the sale of the products in the
US market. According to the FDA, “the results from completed
studies provide additional information that can lead to safety
labeling changes, support expanded use of a drug, or alleviate
concerns about a potential drug risk.”
Under the Group rules and after analysis of IAS 38, the costs
related to preclinical and clinical studies occurring after anauthorization is obtained meet the criteria for recognition as
capital assets.
As at December 31, 2021, €1.7 million was capitalized forpreclinical studies, and €2.1 million for the clinical study for the
PMR for Dotarem.

6

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FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

NOTE 6
6.1

Tangible assets

Analysis of items by categoryLandof which finance lease
Buildings
of which IFRS 16 financeleasesPlant, machinery and equipmentof which IFRS 16 financeleasesOther tangible assetsof which IFRS 16 financeleasesFixed assets under construction
Gross values
Depreciation & amortization
Impairment
NET VALUES

Land
of which IFRS 16 financeleasesBuildings
of which IFRS 16 financeleasesPlant, machinery, and equipmentof which IFRS 16 financeleasesOther tangible assetsof which IFRS 16 financeleasesFixed assets under construction
Gross values
Depreciation & amortization
Impairments
NET VALUES

190

Translation
adjustments
and other

12/31/2021

12/31/2020

Increase

Decrease

Changesin scope

15,758

—

—

—

522

16,280209,898

7,813(6,673)

372

5,371

216,781

30,896
388,847

7,808
295(4,882)(10,768)

372
—

1,742
25,32535,937
403,699

1,044
86,155

258
6,975

(83)
(5,809)

—
249

8
3,248

1,226
90,8189,355
39,547740,204

4,268
34,60049,683(3,366)—(23,250)

11
—
622

(2)
(26,272)
8,194

10,26647,875775,453(478,545)(365)
261,294(39,854)—
9,829

22,306
—
(944)

(26)
—
596

(4,921)(4)
3,270(501,039)(369)
274,046

Changes in
scopeTranslation
adjustments
and other

12/31/2020(604)

15,75812/31/2019

Increase

Decrease

17,346——

218,9635,537(6,123)(1,366)—
209,898

31,292415,487

5,522
1,668

(3,968)(4,878)(1,950)(1,898)30,896
388,847947
93,800

446
5,094

(329)
(9,515)(1)(2,666)

1,044
86,155

8,034
29,102774,698

2,679
33,27145,569(1,181)—(20,516)(30,768)(177)(22,243)(28,778)

9,355
39,547740,204(505,138)
3,220
272,779(43,692)—
1,877

18,083—(2,433)35,329(7,935)(3,374)

16,8744,350(7,555)(478,545)(365)
261,294

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—

FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

6.2. Breakdown of net tangible assets by currency area
2021
CurrencyEuro
US dollar
Real
Other currencies

2020

Closing priceAmountClosing priceAmount

1.13
6.31
N/A

216,630
43,816
4,771
8,829

1.23
6.37
N/A

210,389
41,490
4,233
5,454

TOTAL

274,046

261,2946.3. Revaluations
The Villepinte office complex was adjusted to its fair value as atJanuary 1, 2004, by an independent appraiser. The value ofthe buildings was estimated at €11.3 million. Considering thenet book value of these buildings at January 1, 2004, namely€3.3 million, the revaluation concerned €8 million, of which€6.5 million for buildings and €1.5 million for land.

NOTE 7

A second valuation was conducted in 2008. The value of thebuildings was estimated at €12.6 million, which confirmed that
there was no impairment loss.

Non-current financial assets
2021

2020

Gross

Provisions

Net

Net

Guarantees and deposits
PIDR Germany reinsurance assets (see Note 12.2)
Loans to staff
Other non-current financial assets*

4,022
6,475
4,135
10,485———(1,822)

4,022
6,475
4,135
8,663

TOTAL

25,117(1,822)

23,295

3,366
6,169
2,985
4,019
16,540* Other non-current financial assets include:• €9.1 million investment in the Truffle Capital innovation fund, including €2 million in impairment;• a portfolio of 11,880 treasury shares intended to be given to employees under the policy put in place by the Group in 2016 for €0.5 million.

6

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Consolidated financial statements and notes

NOTE 8Deferred tax assets and liabilities
2020

Deferred tax assets
Deferred tax liabilities
TOTAL

Changes inChanges in shareholders’incomeequityTranslation
adjustments
Removaland other Reclassifications from scope

11,046(14,766)(3,720)2021

19,419(15,246)
9,481(1,583)

(4)

—

—

4,173

8,472
7,964

4,890
(2,372)

—
(158)

606
255

—
—

—
—

13,968
5,689(20,406)

1,617

—

—

—

—

(18,789)(6,287)

359

—

(459)

—

—

(6,387)(18,836)

1,557

—

(939)

—

—

(18,218)

13,422

2,189

—

567

—

—

16,178

—

306

—

—

—

—

306

76
—

(66)
—

—
—

—
—

—
—

—
—

10
—

(247)

829

(67)

—

—

—

515

10,279
1,843

275
(102)

(1,358)
—

—
(35)

—
—

—
—

9,196
1,706

Of which deferred taxes resulting from:
Use of tax losses (a)Temporary timing differences
Restatement of special taxallowance reserves
Revaluation of tangible assets
Difference in valuation of
intangible assets
Restatement of margins oninventories
Restatement of provisions on
subsidiary risk
IFRS 16 finance leases
Restatement of injectors
Restatement of financial
instruments
Provisions for retirement
Other(a) Use of tax losses:• USA: The favorable outlook for the US tax group led to the use of existing tax losses not yet used ($47 million) for a deferred tax asset of €8 million. A net
deferred tax of €3.4 million was used for the 2021 taxable income.
• France: Under the French amending finance law for 2021, Guerbet S.A. opted for the special carry-back rules that allowed it to apply the 2020 loss against
profits from 2017 to 2019 for €25 million, resulting in a tax claim of €6.3 million. In addition, the tax consolidation group generated a taxable profit for 2021,
which enabled it to use up €14.7 million of tax losses carried forward. The French tax group has a residual tax loss carried forward of €1.6 million at December
31, 2021, for which a deferred tax asset of €0.4 million was recognized.
• Accurate: A deferred tax asset of €1.3 million was recognized for the 2021 tax loss, bringing the total balance of deferred tax assets on the entity’s tax losses
carried forward to €4.1 million.
12/31/2021
Tax losses used (base)

Tax losses used (tax)USA

34,9508,105France1,541

398

Accurate

17,840

4,103

Medex

3,184

838

Tax losses carried forward and tax effects (in € thousands)

Guerbet Produtos Radiologicos (Brazil)

192

850

289

Other tax losses

1,356

235

TOTAL

59,722

13,968

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FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

2019

Deferred tax assets
Deferred tax liabilities

Changes inChanges in shareholders’incomeequityTranslation
adjustments
Removaland other Reclassifications from scope

15,171(21,877)

TOTAL(6,706)2020

11,046(14,766)
2,058

966

(318)

—

280

(3,720)

5,978
8,802

2,564
(443)

—
259

(70)
(654)

—
—

—
—

8,472
7,964

(22,499)

2,093

—

—

—

—

(20,406)(6,917)

226

—

124

—

280

(6,287)(21,338)

1,264

—

1,238

—

—

(18,836)

19,223(4,765)—(1,036)——

13,422

—

—

—

—

—

—

—

201
—

(108)
—

—
—

(17)
—

—
—

—
—

76
—

(376)

135

2

(8)

—

—

(247)

9,030
1,190

544
547

705
—

—
106

—
—

—
—

10,2791,843

Of which deferred taxes resulting from:
Use of tax losses (a)Temporary timing differences
Restatement of special taxallowance reserves
Revaluation of tangible assets
Difference in valuation of
intangible assets
Restatement of margins oninventories
Restatement of provisions on
subsidiary risk
IFRS 16 finance leases
Restatement of injectors
Restatement of financial
instruments
Provisions for retirement
Other(a) Losses used: the Group relies on the entities’ forecasts of macroeconomic and microeconomic results to use allowable loss carry-forwards. The three main sources ofallowable loss carry-forwards are (in terms of taxes and not the base): France €1.1 million, Accurate €2.5 million, and the United States €3.3 million. For theUnited States, the amounts available for use are based on local projections of the US Tax Group. With regard to France, the amounts available for use are basedon the rules in force for limiting tax loss carry-forwards (annual cap of €1 million).
Ordinary losses that have not been used represent a total tax of €20.3 million in respect of tax losses. They mainly concern the Guerbet America companies for€8 million and Guerbet S.A. for €9.6 million. The French tax consolidation scope posted a tax loss of €39.7 million in 2020, including a tax capital loss of€29.2 million for the sale of the Liebel-Flarsheim Canada shares. The timing for using these allowable loss carry-forwards is not sufficiently precise due to futurechanges in the Group’s transfer pricing policy to reflect changes in the Group’s industrial and commercial organization. As a result, the use of the allowable loss
carry-forwards of the French tax consolidation scope was capped by the employment tax ceiling at 100% of the allowable loss carry-forwards, namely €1 million
per year. Furthermore, this use took place over a period of three years in accordance with the Group’s general policy.

NOTE 9Inventories
2021

2020

Raw materials and spare parts
Finished, intermediate and in-progress products and goods

51,410173,017

46,112
178,644

Gross value

224,427

224,756

Provisions(22,475)(20,168)

NET VALUES

201,952

204,588

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FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

NOTE 10 Trade receivables
2021

2020

Gross value

123,222

115,530

Provisions(4,447)(4,492)

NET VALUE

118,775

111,038

NOTE 11 Shareholders’ equity
11.1 Change in number of shares of the parent company
At December 31, 2020, the parent company’s capital consisted of 12,602,674 shares with a par value of €1.
The changes affecting Guerbet shares are as follows:
2021

Number of shares at the beginning of the year

12,602,674

Creation of shares through exercise of stock options

38,441

ENDING NUMBER OF SHARES

12,641,115

11.2 Details of shareholders’ equity

194

2021

2020

Share capital
Premiums for issue, merger and conversion of convertible bonds
Statutory reserves
Consolidated reserves
Retained earnings
Consolidated income
Translation adjustments

12,641
11,774
1,260
294,541
100,187
32,637(47,948)

12,603
11,2201,260
260,358
121,700
17,714(60,550)

TOTAL

405,092

364,305

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FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

NOTE 12 Provisions
12.1 Changes

Non-current
Of which deferred
employee benefits(Note 12.2)
Current
Tax disputes
Commercial disputes
Staff-related provisions
Miscellaneous obligations (a)Reversals
Reversals(provision (provision not
used)
used)

Translation
adjustments andreclassifications

Changes in
actuarialassumptions

2021

2020

Allowance

40,2894,868(1,600)(115)

67(1,521)

41,98838,1482,811(1,600)

(115)

(23)

(1,521)37,700

213
1,143
1,278

486
2,519
15

—
—
(29)

—
(222)
(77)

8
64
—

—
—
—

706
3,504
1,187

1,721

2,487

(16)

—

184

—

4,376

Total Provisions
Current

4,355

5,507

(45)

(299)

255

—

9,774

TOTAL PROVISIONS

44,644

10,375(1,645)

(414)

322

(1,521)

51,762(a) Including a €2.3 million provision for restructuring in the USA. Non-current provisions also include €2.1 million for this restructuring.

Non-current
Of which deferred
employee benefits(Note 12.2)
Current
Tax disputes

2019

Allowance

Reversals(provision
used)

Reversals(provision
not used)Translation Changes inadjustments andactuarial
reclassifications assumptions

39,303

1,026

(47)

(12)

(18)

2,960

37,202

987

(47)

(12)

(18)

2,960

220

—

—

—

(7)

—

Impact of
IFRIC
decision ofApril 2021
IAS 192020

40,289(2,923)38,148

213

Commercial disputes

1,261

127

—

(245)

—

—

1,143

Staff-related provisions
Miscellaneous
obligations

721

854

(20)

(277)

—

—

1,278

1,920

403

(364)

(66)

(172)

—

1,721

Total Provisions
Current

4,122

1,384

(384)

(588)

(179)

—

4,355

TOTAL PROVISIONS

43,425

2,410

(431)

(600)

(197)

2,960

(2,923)

6

44,644

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Consolidated financial statements and notes

12.2 Deferred staff benefitsa)Description

Group employees have post-employment benefits in theform of:• retirement benefits or end-of-career benefits (France, Italy,
Austria, Korea, Japan, Turkey and Ireland);• supplemental defined-benefit retirement plans (Germany) or
early retirement benefits for persons aged 58 to 60(Belgium).
Provisions have been made for these commitments.

b)

Assessment and recognition

The Group has no plan covering the medical expenses of its
former employees.

c)Commitments for supplemental retirement benefits to be paid toGerman workers are covered by financial assets corresponding
to funds invested with third parties (the plan’s assets). All ofthese investments are made with insurance companies, deemed
to be risk-free. These assets are assessed each year, frequently
enough so that the amounts recognized do not differ
significantly from the assets and liabilities at close. They arevalued at €6.5 million at December 31, 2021, including€1 million in hedging assets (excluding reinsurance assets).
Premiums paid for defined-contribution retirement plans are
spread over the year.
The Group’s obligations are calculated using the assumptionsin effect in the countries in question.
Actuarial gains and losses are recognized directly inshareholders’ equity as authorized by revised IAS 19.

Actuarial assumptions applied for France and Germany representing 98% of provisions
and 100% of the plan’s assets
FranceDiscount rate (C)Average expected return on plan assets
Wage growth
Average revision rate applied to annuities
Mortality assumptions
Staff turnover rate
Retirement age
Social security charge rate

Germany

2021

2020

2021

2020

1.00%
N/A
2.50%
N/A
T
S
E
V

75.00%
N/A
2.50%
N/A
T
S
E
V

130.00%
N/A
2.30%
2.00%
T
S
65
V

1.10%
N/A
2.30%
1.50%
T
S
65
V

C = Mercer Yield curve (MYC).
E = Estimated retirement age based on an average start-of-career age by category of employees, and annuities required by regulations.
S = Rate tables established from statistics and according to analysis factors such as the employee’s status and age, according to their relevance.
T = The tables used are adjusted tables TH 00-02 and TF 00-02 for mainland France and Dr. Klaus Heubeck’s table (RT 2018 G) for Germany.
V = Variable according to the social security charge rate of the entity concerned.
The following information is not provided in detail (N/A):• average expected returns on plan assets for French companies, since French plans do not have assets;• average revision rates for annuities, since French plans correspond to retirement benefits and not annuities;• average rate of growth in medical expenses, since none of the plans cover medical expenses.

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FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

2021

2020

Present value of funded liabilities
Fair value of plan assets

38,745(1,045)42,659
(1,062)

Balance of liabilities

37,70041,597

Amounts recognized on balance sheet
Provisions for deferred staff benefits
Non-current financial assets (book assets)

37,700—41,597—

NET BALANCE SHEET: NET LIABILITIES (ASSETS)

37,70041,597

2021

2020

2,675

2,313

328

458

(3)

(2)

3,000

2,770

Balance sheet liabilities

Expenses on the income statement

Cost of services for the year
Finance costs
Other impacts including actuarial gains and losses
NET PLAN COSTS

2021

2020

Beginning liabilities

41,697

37,202

Cost of services for the year
Finance costs
Other impacts including actuarial gains and losses
Employer payments to funding assets

2,675
328
(3)
(25)

2,313
458
(2)
(26)

Benefits paid
Actuarial gains and losses
Impact of change in method
Translation adjustments
Other(1,952)(1,521)(3,449)(23)(27)(1,404)2,963

ENDING LIABILITIES

37,70041,697

Change in liabilities over the year

d)

(19)
212

Sensitivity analysis of actuarial assumptions

An increase of 50 basis points in the discount rate would increase the discounted value of liabilities by €2,476 K (+6.50%).
A decrease of 50 basis points would reduce liabilities by €2,270 K (-5.96%).

12.3 Contingent liabilities

6

In the absence of sufficient evidence of having reached the thresholds for triggering the payment of a potential additional bonus of€10.2 million after 2030 as provided for in the amendment to the OSEO contract, this bonus is considered a contingent liability
under IAS 37.

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Consolidated financial statements and notes

NOTE 13 Trade payables
2021

2020

Trade payables

81,02064,413

TOTAL

81,02064,4132021

2020

Sales of services
Operating subsidy

3,840
1,101

4,375
1,022

TOTAL

4,941

5,397

2021

2020

Salaries and wages
Social security charges
Employee profit sharing(179,100)(53,098)(591)(181,960)(53,724)
(817)

TOTAL

(232,789)(236,500)

NOTE 14 Other operating revenue

NOTE 15 Staff costs
15.1 Details of staff costs

The decrease in the item (salaries and wages) was mainly due to the sale of the Canadian plant.

15.2 Main characteristics and parameters for valuing the share-based payment
benefit granted by the Group – Stock option plan
The Group set up stock option plans in 2011 and 2012. As at
January 1, 2021, there were 62,870 options remaining to be
exercised. During the 2021 fiscal year, 38,441 options were
exercised. The remaining 24,429 options were canceled.

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All plans expired on December 31, 2021. There is no future
impact on diluted earnings per share.

FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

15.3 Bonus share allocation plan
Following the implementation of bonus share allocation plan 2
in 2016, which ended in 2018, the Board of Directors
adopted a third share allocation plan on March 26, 2019,intended for certain employees and officers of Guerbet and its
French and foreign subsidiaries.

Grant date
Vesting date
Vesting period
Price on grant date
Anticipated dividend rate
Risk-free rate
Volatility
Employee turnover rate
Probability of fulfilling the performance
conditions

On March 21, 2021, the Board of Directors approved afourth performance share allocation plan for certain employees
and officers of Guerbet and its French and foreign subsidiaries.
The main assumptions applied for the share award plans ineffect at December 31, 2021 are as follows:
Plan 3

Plan 401/07/2019
01/07/2022
3 years
47.70
1.37%(0.64%)
36.00%
2.06%

05/01/2021
05/01/2021
3 years
33.70
1.28%(0.59%)
36.00%
2.06%

Based on Monte Carlo model

Based on Monte Carlo model

There are 30,900 bonus shares outstanding at December 31, 2021 under Plan 3, detailed as follows:

Plan type

Number of
instruments
initially granted

AGAP (plan 3)

47,550

Number of active sharesat 12/31/2021

30,900

AGAP (plan 4)

48,060

Number of active sharesat 12/31/2021

48,060

Number ofvestedinstruments

Grant date

End of vesting
period (subject
to presence)

Vesting periodin yearsCommitment by
plan

2019

2022

3

€1,141 K

2021

2024

3

€1,620 K

The total commitment since the first share allocation plan (dated September 28, 2016) was valued using the Monte Carlo modelwith the Black & Scholes formula.
Pursuant to these plans, an expense of €610,000 was recognized with an offsetting in shareholders’ equity.

6

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Consolidated financial statements and notes

15.4 Average number of staff during the year
2021

2020

EuropeAmerica
Asia

1,665
788
231

1,650
901
210

TOTAL

2,684

2,761

15.5 Geographic breakdown of workforce, snapshot at December 31

200

2021

2020

EuropeAmerica
Asia

1,688
801
241

1,660
756
219

TOTAL

2,730

2,635

Guerbet • Universal Registration Document 2021

FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

NOTE 16 External charges
2021

2020

Industrial subcontracting
Non-stocked supplies and materials
Rentals and rental expenses
Maintenance and repairs
Insurance
Studies and research
Outside staff
Commissions and fees
Advertising and public relations
Transport
Travel and entertainment
Postage and telecommunications fees
Conferences and seminars
Registration fees
Other miscellaneous charges(18,208)(25,587)(8,303)(20,603)(5,264)(14,684)(4,076)(41,380)(6,283)(18,819)(4,751)(2,094)(5,884)(5,456)(14,173)(28,752)(24,779)(7,631)(20,708)(4,469)(19,480)(3,955)(34,636)(8,485)(16,383)(4,812)(2,714)(5,098)(6,939)(15,136)

TOTAL(195,565)(203,975)

NOTE 17 Taxes and duties
2021

2020

Payroll tax
Regional Economic Contribution (France: contribution économique territoriale)
Inami Tax (Belgium)
Other taxes and duties(1,726)(2,477)(885)(10,848)(1,731)(4,077)(800)(9,244)

TOTAL(15,936)(15,852)

6

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Consolidated financial statements and notes

NOTE 18 Depreciation and amortization
2021

2020

On intangible assets
On tangible assets(16,092)(39,854)(15,957)(43,692)

TOTAL(55,945)(59,649)

2021

2020

(1,910)5,166(738)(1,720)

(629)
7,545
(928)
(112)

799

5,876

NOTE 19 Other operating income and expenses
Royalties paid
Research tax credit
Income from sale of fixed assets
Miscellaneous other income and expenses
TOTAL

NOTE 20 Gross finance costs
2021

2020

Interest charges on lease liabilities
Interest on borrowings and bank credit facilities
Interest swaps(237)(5,105)
2,100

(292)
(4,562)(2,386)

TOTAL(3,243)(7,239)NOTE 21 Income tax
21.1 Details of tax expenses
Current taxes
Deferred taxes
TOTAL

202

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2021

2020

(5,817)
9,481(6,065)
2,058

3,664

(4,008)

FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

21.2 Analysis of tax expenses
Pre-tax result
Theoretical tax charge at the prevailing rate for the consolidating company (a)Impact of differences in tax rates
Impact of permanently non-deductible or non-taxable expenses (c)Impact of tax credits
Impact of deferred taxes on tax losses and other (d)TOTAL
EFFECTIVE TAX RATE (%)(a) Tax rate

(b)

2021

2020

28,973(8,176)
1,779(2,892)
1,255
11,69822,248(6,955)
4,567
5,482
2,707
(9,810)

3,664(4,008)(12.65%)18.01%

28.41%

32.02%(b) 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.
(c)2020: The impact of permanently non-deductible/taxable expenses includes the effect of restating the untaxed consolidated capital gain on the sale of theCanadian plant for €7.5 million. Without this transaction, the permanently non-deductible/taxable expenses amounted to -€2.5 million.
(d) 2021:• USA: The favorable outlook for the US tax group led to the use of existing tax losses not yet used ($47 million) for a deferred tax asset of €8 million. A net
deferred tax of €3.4 million was used for the 2021 taxable income.
• France: Under In the context of the French amending finance law for 2021, Guerbet S.A. opted for the special carry-back mechanism that allowed it to apply the2020 deficit against profits for 2017 to 2019 for €25 million and thus benefit from a tax receivable of €6.3 million. In addition, the consolidation group
generated a taxable profit for 2021, which enabled it to use up €14.7 million of tax losses carried forward. The French tax group has a residual tax loss carriedforward of €1.6 million at December 31, 2021, for which a deferred tax asset of €0.4 million was recognized.
• Accurate: A deferred tax asset of €1.3 million was recognized for the 2021 tax loss, bringing the balance of deferred tax assets on the entity’s tax losses carriedforward to €4.1 million.

NOTE 22 Research and development costs
The amounts below are booked as expenses:
2021

2020

Direct costs

56,11964,674

Indirect costs

8,878

6,746

OVERALL RESEARCH AND DEVELOPMENT EXPENDITURES

64,99771,420The definition of the Research and Development scope and themethod for allocating indirect costs include costs of supplies
and consumables, external charges, staff costs, andamortization/depreciation.

The increase in indirect costs is mainly related to impairments ofinjectors used in medical training.

6

NOTE 23 Government grants
The following subsidies were recognized on the income statement:
Accounting category

Other operating revenue
Other operating revenue
TOTAL

Type

2021

2020

Innovation aid
Employment aid

416
550

329
85

966

414

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Consolidated financial statements and notes

NOTE 24 Information on stock option operations
The staff of Guerbet and its subsidiaries were granted stock options until October 17, 2021. A total of 24,429 shares werecanceled after this date.
SUMMARY OF STOCK OPTION PLANS

Grant date

Earliest sale date for preferential tax treatment
Date of the Board meeting when it was decided to grant options
Number of options granted
Subscription or purchase pricePlan expiration date

Plan of
10/17/2011

Plan of11/23/2011

Plan of02/20/2012

10/17/2015
10/17/2015
530,840€15.4010/16/2021

11/23/2015
11/23/2015
48,000€16.08
11/22/2021

02/20/2016
02/20/2016
6,800€15.3802/20/2016

380,931
38,441

48,000—3,800—

149,909
—

—
—

3,000
—

Number of options exercised since exercising was authorizedon 10/17/2015
Number of options exercised in 2021
Number of options canceled since exercising was authorizedon 10/17/2015
NUMBER OF OPTIONS REMAININGNOTE 25 Related-party disclosures
25.1 Relationships with non-consolidated companies
All of the Group’s significant companies are fully consolidated. Transactions between these companies are eliminated. The total
impact of non-consolidated entities is not significant.

25.2 Compensation and benefits granted by the Group to top executives
The top executives make up the Executive Committee. They received the following benefits and compensation in thousands of euros:
2021

2020

Short-term benefits

3,185

2,774

Fixed share of total gross compensation (not including benefits in kind)
Variable share of compensation (a)

2,242

2,062

912
31

681
31

Benefits in kind
Post-employment benefit plans

733

878

118
615

93
785

Other long-term benefits

None

None

Termination benefits

None

253

Payment in shares—

181

of which funded supplemental pension contributionsof which provisions for retirement benefits(a) For each executive, the variable portion depends on attaining a number of personal targets in the previous year. It is adjusted according to the performance of
Guerbet or the Group in that same year and is calculated on the basis of the salary for December 2021.

In 2021, the members of the Board of Directors received €292,800 in attendance fees representing the directors’ compensation forthe 2020 fiscal year.

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Consolidated financial statements and notes

NOTE 26 Off-balance-sheet commitments
2021

2020

Sureties, deposits and other commitments given to third parties on behalf of related companies
Sureties and deposits given to third parties and other commitments (a)11,383
5,250

6,903
20,620TOTAL

16,63327,523

Commitments given(a) As at December 31, 2021, Guerbet has a commitment to subscribe to the Truffle Capital innovation investment fund for a maximum of €15 million, including €9.8
already paid.

2021

2020

Sureties, deposits and other commitments received by third parties on behalf of relatedcompanies
Sureties and deposits received by third parties and other commitments (a)—152,928—
212,957

TOTAL

152,928

212,957

Commitments received(a) On March 27, 2019, Guerbet took out a €150 million revolving facility with BNP Paribas, not drawn at Friday, December 31, 2021.

In response to the requests from the FDA to conduct various
regulatory pre-clinical and/or clinical studies for contrast media
already on the market (“Post Marketing Requirements”),
Guerbet S.A. signed collaboration agreements with otherplayers in the contrast media sector for shared funding andorganization of the studies. The Group’s financial commitmentsin this respect amount to €9.8 million for the 2022–2028
period.

6

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Consolidated financial statements and notes

NOTE 27 Earnings per share and diluted earnings per share
2021

2020

32,637
12,616,390

17,714
12,599,494

2.59

1.41

2021

2020

Consolidated net income, Group share
Consolidated net income after dilution
Number of current shares

32,63732,637
12,641,115

17,714
17,714

DILUTED NET EARNINGS PER SHARE

2.58

Consolidated net income, Group share
Weighted average number of shares in the fiscal year
NET EARNINGS PER SHARERETROSPECTIVE PRESENTATION OF THE NUMBER OF SHARES (IAS 33.64)

12,665,544
1.40

NOTE 28 Post-closing events
We are not aware of any major events occurring after the balance sheet date that could affect the interpretation of the financial
statements at December 31, 2021.
We have also not identified any exposure of the Group to the situation in Ukraine and Russia.

NOTE 29 Appropriation of the 2021 result
At its meeting of March 23, 2022, the Board of Directors approved the consolidated financial statements at December 31, 2021.
These accounts will not be considered final until approved by the Annual General Meeting. The Board of Directors will propose
distribution of a gross dividend of € 0.85 per share. The total dividend payout will be €10.7 million.

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Consolidated financial statements and notes

NOTE 30 Fees paid to Statutory Auditors
Deloitte & Associés
Statutory Auditor
2021

AmountCrowe HAF

Network%

AmountStatutory Auditor%

AmountNetwork%

Amount%Certification and limited half-year review of individual and consolidated financial statements• Issuer• Fully consolidated subsidiaries

175
36

28%
6%

—
374

—%
61%

162
112

22%
15%

—
351

—%
47%

Subtotal

212

34%

374

61%

274

37%

351

47%

22

4%

—

—%

—

—%

—

—%

Subtotal

—
22

—%
4%

8
8

1%
1%

9
9

1%
1%

114
114

15%
15%

TOTAL

234

38%

382

62%

283

38%

465

62%

Services other than certification of the financial statements• Issuer (CSR work)• Fully consolidated subsidiaries

Deloitte & Associés
Statutory Auditor
2020

AmountCrowe HAF

Network%

AmountStatutory Auditor%

AmountNetwork%

Amount

%

168
109

27%
17%

—
357

277

44%

357

56%
56%

Certification and limited half-year review of individual and consolidated financial statements• Issuer• Fully consolidated subsidiaries

194
38

31%
6%

—
356

—%

Subtotal

232

38%

356

22

4%

—

—%

—

—%

Subtotal

—%
4%

—
8
8

—%

—
22

1%
1%

—
—

—%
—%

—
—

—%
—%

TOTAL

254

41%

364

59%

277

44%

357

56%

58%
58%

—%

Services other than certification of the financial statements• Issuer (CSR work)• Fully consolidated subsidiaries

6

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FINANCIAL STATEMENTS AND RELATED NOTES
Consolidated financial statements and notes

NOTE 31 List of consolidated companies
2021% held% controlled

2020% held% controlled

Parent company
100%
100%
100%

Parentcompany
100%
100%
100%

Guerbet Luxembourg SARL (a)Portugal
United Kingdom
Belgium
Netherlands
Italy
Spain
Switzerland
TurkeyLuxembourg

100%
100%
100%
100%
100%
100%
100%
100%
100%

100%
100%
100%
100%
100%
100%
100%
100%
100%

Lieble-Flarsheim Ireland Ltd
Guerbet Argentina Ltd
Guerbet Czech Rep. s.r.oAccurate Medical Therapeutics Ltd
Guerbet Austria G.m.b.H
Guerbet Ireland Unlimited Co.
Guerbet Imaging Switzerland AG
Guerbet Poland Sp. Z.o.o.
Guerbet Sweden AB
Guerbet G.m.b.H
Guerbet South Africa Pty Ltd

IrelandUnited Kingdom
Czech Republic
IsraelAustria
Ireland
Switzerland
PolandSwedenGermanySouth Africa

100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%

100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%

Businessregistration
number (Siren) Company

Head office308491521 Guerbet
308412434 Simafex
340598978 Medex
789526555 Guerbet France

FranceFranceFranceFranceA. Martins & Fernandes SARL
Guerbet Laboratories Ltd
SA Guerbet NV
Guerbet Nederland BV
Guerbet SpALaboratorios Farmaceuticos Guerbet S.A.U.
Guerbet AG
Guerbet Ilac Tibbi Malzeme A.S

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Consolidated financial statements and notes

Head office2021% held% controlled

Guerbet Asia Pacific Ltd

Hong Kong

100%

100%

Guerbet India Private Ltd
Guerbet Japan K.K.
Guerbet Medical Consulting (Shanghai) Co. Ltd
Guerbet Korea Ltd
Guerbet Taiwan Co. Ltd
Imaging Solutions Korea Ltd
Guerbet Pharmaceuticals Whenzhou Co. Ltd (b)

India
Japan
China
Korea
Taiwan, Province of China
Korea

100%
100%
100%
100%
100%
100%

100%
100%
100%
100%
100%
100%

China

100%

100%

Gerbet LLC
Liebel-Flarsheim Company LLC
Guerbet Caribbean, Inc. (Puerto Rico branch)

United States
United States
Puerto Rico

100%
100%
100%

100%
100%
100%

Guerbet Caribbean, Inc.
Guerbet America
Guerbet Produtos Radiologicos Ltda
Guerbet Argentina Ltd (branch)
Guerbet Imagem Do Brasil Ltda
Guerbet Chile Ltda
Guerbet Mexicana S.A. de C.V.
Guerbet Colombia SAS
Guerbet Panama S.A.
Operadora De Insumos Para La Salud Guerbet,
S.A. de C.V.
Guerbet Imaging Panama S.A.
Gestion Especializada Loro S.A. de C.V. (b)United States
United States
BrazilArgentina
BrazilChile
MexicoColumbia
PanamaMexico

100%
100%
100%
100%
100%
100%
100%
100%
100%
100%

100%
100%
100%
100%
100%
100%
100%
100%
100%
100%

Panama100%

100%

Mexico100%

100%

Guerbet Australia Pty Ltd

Australia

100%

100%

Businessregistration
number (Siren) Company

2020% held% controlled(a) Guerbet Luxembourg SARL taken over by Guerbet (parent company) in October 2021.
(b) New companies.

6

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6.2

FINANCIAL STATEMENTS AND RELATED NOTES
Statutory Auditors’ report on the consolidated financial statements

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,OpinionIn compliance with the engagement entrusted to us by your Annual General Meetings, we have audited the accompanying
consolidated financial statements of Guerbet for the year ended December 31, 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 wehave obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the Statutory Auditors’ Responsibilities for the Audit of theConsolidated Financial Statements section of our report.

Independence
We conducted our audit engagement in compliance with independence 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 towhich 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 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.

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These matters were addressed in the context of our audit of the consolidated financial statements as a whole, approved in theconditions mentioned above, and in forming our opinion thereon, and we do not provide a separate opinion on specific items of theconsolidated financial statements.

Valuation of intangible assets with an indefinite life and goodwill – impairment tests
Paragraph j) of the Accounting policies and methods and note 5.3 to the consolidated financial statements

Risk identified
As part of its development, the Group had carried out external growth operations in the past, and recognized goodwill,
manufacturing assets and intangible assets notably related to intellectual property following the purchase price allocation process.
This goodwill, equal to the difference between the price paid and the fair value of net assets acquired, is tested based on aconsolidated business plan. The other assets are allocated to four groups of cash-generating units (CGUs), defined according to thegeographic regions where the Group operates, as indicated in note 5.3 to the consolidated financial statements.
Each fiscal year, Management ensures that the carrying amount of goodwill and assets with an indefinite life, shown on the balance
sheet as of December 31, 2021 for €49.4 million, including goodwill of €39.8 million, does not exceed the recoverable amountand does not present a risk of impairment.
The methods used for the impairment tests and the main assumptions adopted are described in note 5.3 to the consolidated financial
statements. The recoverable amount was determined by reference to the value in use calculated based on the present value of
expected future cash flows from the asset groups forming the four CGUs.
The assessment of the recoverable amount of these assets was considered to be a key audit matter due to the materiality of theamount with regard to the consolidated balance sheet. In addition, Management is required to make significant estimates andexercise a high level of judgement in determining the assumptions underlying impairment tests and particularly with regard to theconstruction of the Medium Term Plan and determining the growth rate for cash flow projections and the discount rate applied.

Our response
We verified that the methodology and calculation model applied by the Group were consistent with prevailing accounting standards,
supported by the expertise of our valuation specialists.
We also conducted a critical review of how this methodology was implemented. In particular, we:• verified the completeness of the components of the carrying amount of the CGU groups and the consistency of the determinationof this value with the way in which the cash flow projections were prepared to estimate the value in use;• verified the compliance of the cash flow projections with the 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 thehelp of our valuation specialists and by analyzing the various constituent parameters to be applied;• verified the arithmetical accuracy of the impairment tests performed;

6• 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 loss carry-forwards
Paragraph x) of the Accounting policies and methods and notes 8 and 21.2 to the consolidated financial statements

Risk identifiedDeferred tax assets relating to tax loss carry-forwards are presented in the December 31, 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,
for which 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 theanalysis. In addition, the recoverability of capitalized tax losses is based on the ability of the subsidiaries to meet the objectives
defined in the Medium-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
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FINANCIAL STATEMENTS AND RELATED NOTES
Statutory Auditors’ report on the consolidated financial statements

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
and 21.2 to the consolidated financial statements were appropriately presented and comprehensive.

Specific verifications
We have also performed, in accordance with professional standards applicable in France, the specific verifications required by laws
and regulations of the information pertaining to the Group presented in the Board of Directors’ management report.
We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements.
We attest that the consolidated non-financial statement required by article L. 225-102-1 of the French Commercial Code (Code decommerce) is included in Group management report, it being specified that, in accordance with the provisions of article L. 823-10of the Code, we have verified neither the fair presentation nor the consistency with the consolidated financial statements of theinformation contained therein. This information should be reported on by an independent third party.

Other Legal and Regulatory Verifications or Information
Format of consolidated financial statements intended to be includedin the annual financial report
We also verified, in accordance with professional standards for statutory audit procedures to be carried out on parent company andconsolidated financial statements presented in the single electronic reporting format, that the presentation of consolidated financial
statements 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 inCommission Delegated Regulation (EU) 2019/815 of December 17, 2018. With regard to consolidated financial statements, ourwork includes verifying that the tagging in the statements complies with the format specified in the aforementioned regulation.
Based on our work, we conclude that the presentation of the consolidated financial statements to be included in the annual financial
report complies, in all material aspects, with the single electronic reporting format.
However, it is not our responsibility to verify that the consolidated financial statements ultimately included by your Company in theannual financial report filed with the AMF correspond to those on which we performed our work.

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

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FINANCIAL STATEMENTS AND RELATED NOTES
Statutory Auditors’ report on the consolidated financial statements

Responsibilities of management and those charged with governancefor the consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with
International Financial Reporting Standards as adopted by the European Union, and for such internal control as Management
determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the consolidated financial statements, Management is responsible for assessing the Company’s ability to continue as agoing concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it
is expected to liquidate the Company or to cease operations.
The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risk
management systems and where applicable, its internal audit, regarding the accounting and financial reporting procedures.
The consolidated financial statements were approved by the Board of Directors.

Statutory auditors’ responsibilities for the audit of the consolidated
financial statements
Objectives and audit approach
Our role is to issue a report on the consolidated financial statements. Our objective is to obtain reasonable assurance about whether
the consolidated financial statements as a whole are free from material misstatement. Reasonable assurance is a high level ofassurance but is not a guarantee that an audit conducted in accordance with professional standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in theaggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated
financial statements.
As specified in article L. 823-10-1 of the French Commercial Code (Code de commerce), our statutory audit does not include
assurance on the viability of the Company or the quality of management of the affairs of the Company.
As part of an audit conducted in accordance with professional standards applicable in France, the Statutory Auditor exercises
professional judgment throughout the audit and furthermore:• identifies and assesses the risks of material misstatement of the consolidated financial statements, whether due to fraud or error,
designs and performs audit procedures responsive to those risks, and obtains audit evidence considered to be sufficient andappropriate to provide a basis for his opinion. The risk of not detecting a material misstatement resulting from fraud is higher thanfor one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override ofinternal control;• obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control;• evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by Management in the consolidated financial statements;

6• assesses the appropriateness of Management’s use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of his audit report.
However, future events or conditions may cause the Company to cease to continue as a going concern. If the Statutory Auditor
concludes that a material uncertainty exists, there is a requirement to draw attention in the audit report to the related disclosures in
the consolidated financial statements or, if such disclosures are not provided or inadequate, to modify the opinion expressed
therein;• evaluates the overall presentation of the consolidated financial statements and assesses whether these statements represent theunderlying transactions and events in a manner that achieves fair presentation;• obtains sufficient appropriate audit evidence regarding the financial information of the entities or business activities within theGroup to express an opinion on the consolidated financial statements. The Statutory Auditor is responsible for the direction,
supervision and performance of the audit of the consolidated financial statements and for the opinion expressed on these
consolidated financial statements.

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FINANCIAL STATEMENTS AND RELATED NOTES
Statutory Auditors’ report on the consolidated financial statements

Report to the Audit Committee
We submit a report to the Audit Committee which includes in particular a description of the scope of the audit and the audit program
implemented, as well as the results of our audit. We also report, if any, significant deficiencies in internal control regarding theaccounting and financial reporting procedures that we have identified.
Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of mostsignificance in the audit of the consolidated financial statements of the current period and which are therefore the key audit matters,that we are required to describe in this report.
We also provide the Audit Committee with the declaration provided for in article 6 of Regulation (EU) No. 537/2014, confirming
our independence within the meaning of the rules applicable in France such as they are set in particular by articles L. 822-10 toL. 822-14 of the French Commercial Code and in the French Code of Ethics (Code de déontologie) for Statutory Auditors. Where
appropriate, we discuss with the Audit Committee the risks that may reasonably be thought to bear on our independence, and therelated safeguards.

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

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Deloitte & Associés
Jean-François Viat

FINANCIAL STATEMENTS AND RELATED NOTES
Individual financial statements and notes

6.3

Individual financial statements and notes

6.3.1

Annual financial statements

6.3.1.1

Balance sheet

ASSETS
12/31/2021(in thousands of €)Patents, trademarks and similar rights
Other intangible assets
Advance payments
Total intangible assets
Land
Buildings
Machinery and equipment
Other tangible assets
Fixed assets under construction
Advance payments
Total tangible assets
Controlled entities
Receivables from controlled entities
Loans
Other financial assets
Total financial assets

12/31/2020

Note

Gross
amounts

Amortization& depreciation/
Provisions

Net amounts

Net amounts

1

3
110,064357
110,425—
42,513—42,513

3
67,552357
67,912

3
65,108
6
65,117

2

1,554
108,921
181,707
18,511
31,847602
343,142—
69,765
132,726
14,995——
217,486

1,554
39,15648,9803,517
31,847602
125,656

1,554
42,58453,365
4,319
19,618751
122,1903351,960

30,352

4/6
6

5,134
128
357,222——30,352

321,608—
5,134
128
326,870

324,119—330
317
324,765

810,789

290,351

520,438

512,073

Inventories

TOTAL CAPITAL ASSETS
585,626

10,52875,09790,559Advance payments
Trade receivables
Other operating receivables
Total operating receivables

6
6

488
61,239116,881
178,608

—
52
—
52

488
61,188116,881
178,556

535
42,193
139,722
182,450

96,065360,299—
10,58096,065
349,718

73,594
346,603

1,301
—
6,006
1,178,394———
300,931

1,301
—
6,006
877,463

1,490
—
8,308
868,473

Short-term investments and cash and cash equivalents
TOTAL CURRENT ASSETS

7

Prepaid expenses
Expenses to be spread over several years
Translation adjustments
TOTAL ASSETS

6

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FINANCIAL STATEMENTS AND RELATED NOTES
Individual financial statements and notes

EQUITY & LIABILITIES
12/31/2021

12/31/2020

Share capital
Share premiums
Statutory reserve
Other reserves
Retained earnings
Fiscal year result

12,641
12,2281,260
52,015103,232
18,356

12,603
11,391
1,260
52,015
121,700(12,700)

Net position

199,732

186,2689864,804
264,535

70,645
256,913

Provisions for liabilities and charges

1029,43333,156

Contingent advances
Other equity

11

9,983
9,983

9,983
9,983

Bank loans other than current banking facilities
Current banking facilities and credit balances

300,167
22

325,029
1,228

Other miscellaneous borrowings and financial liabilities
Total financial liabilities

794
300,983

1,179
327,436

Trade payables
Tax and social security payable
Amounts payable on fixed assets
Other creditors
Total operating and miscellaneous liabilities

81,63934,487
24,691
125,147
265,963

59,08335,80423,958112,277
231,122(in thousands of €)Special tax-allowance reserves
TOTAL SHAREHOLDERS’ EQUITY

216

Note

TOTAL LIABILITIES

12

566,946558,558

Deferred income
Translation adjustments
TOTAL EQUITY & LIABILITIES

12

293
6,274
877,463

908
8,954
868,473

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FINANCIAL STATEMENTS AND RELATED NOTES
Individual financial statements and notes

6.3.1.2

Income statement
Note

2021

2020

14

107,989
356,944464,933

101,097
305,739
406,836

Various products and services
Rights and royalties
Capitalized production
Provision reversals
Expense transfers
Operating subsidies
Other income
TOTAL OPERATING INCOME

4,056
—
2,925
8,007
1,446
966
1,648
483,981

4,327
6
2,438
7,517
135
568
1,579
423,405

Purchases of merchandise, raw materials and other supplies held in inventory+ beginning inventories– ending inventories
Consumed during the year

(216,465)(95,769)
85,626(226,608)(185,358)(103,254)
95,769(192,843)

Purchases not held in inventory, other services, and external charges
Taxes and similar payments
Payroll expenses
Depreciation & amortization
Provisions
Other expenses
TOTAL OPERATING EXPENSES(110,408)(6,057)(97,737)(23,281)(9,362)(4,251)(477,704)(113,159)(7,660)(98,527)(23,671)(8,830)—(444,692)

6,277(21,287)

Provision reversals and expense transfers
Interest and similar income
Foreign exchange gains
TOTAL FINANCIAL INCOME

8,256
11,351
4,210
23,81733,667
5,091
740
39,498Depreciation, amortization and provisions
Interest and similar expenses
Foreign exchange losses
TOTAL FINANCE COSTS(18,189)(4,707)(994)(23,889)(9,586)(4,030)(3,423)(17,039)(72)

22,460

6,205

1,173

Non-recurring income from non-capital transactions
Non-recurring income from capital transactions
Reversals of amortization and depreciation, provisions and expense transfers
TOTAL NON-RECURRING INCOME

64
513
10,235
10,812

1
10,598
12,77423,374

Expenses on non-capital transactions
Expenses on capital transactions
Depreciation, amortization and provisions
TOTAL NON-RECURRING EXPENSES

(418)
(657)
(4,394)(5,468)(101)(42,738)(3,384)(46,223)

17

5,344

(22,849)

18

(485)
7,292
18,356(652)
9,629(12,700)(in thousands of €)Products sold in France
Products sold outside France
Revenue from products

15

OPERATING RESULTFINANCIAL RESULT16

CURRENT RESULT BEFORE TAXESNON-RECURRING RESULT
Employee profit sharing
Income tax
FISCAL YEAR RESULT

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6

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6

FINANCIAL STATEMENTS AND RELATED NOTES
Individual financial statements and notes

6.3.2

Notes to the annual financial statements

The figures presented in these notes are expressed in thousands of euros, unless otherwise indicated.

Introduction
The balance sheet is drawn up before appropriation of
earnings. Therefore, the dividends proposed at the General
Meeting do not appear in liabilities.

Significant eventsa)

Covid-19 health crisis

The Covid-19 global health crisis continued throughout 2021.
Guerbet has maintained the level of vigilance for employee
protection as defined to date and in accordance with thegovernment rules in force. As in the previous fiscal year, theCovid-19 crisis and the implemented measures have not had amajor impact on plant activity.
A gradual recovery of activity was noted across all businesssectors, with revenue up 14.3% from December 31, 2020.

b)Partnership with Bracco

On December 14, 2021, Guerbet announced a global
collaboration with Bracco Imaging for Gadopiclenol, a newgeneration magnetic resonance imaging (MRI) contrast agent.
This collaboration will allow Guerbet and Bracco Imaging tomarket the product independently under separate brands. The
two companies will also collaborate on manufacturing andresearch and development for future indications.

The financial statements are prepared in accordance with theaccounting rules and principles generally accepted in France inaccordance with the provisions of the French generalaccounting principles (PCG), which correspond to ANC
regulation No 2014-03, updated with all the regulations thathave subsequently amended it.

Accounting policiesa)Estimates and judgments

When preparing its financial statements, the Company must
make estimates and assumptions which affect the book value of
items in assets and liabilities, income and expenses, and theinformation provided in certain appended notes.
Management evaluates these estimates and assessments
continually based on past experience and on various otherfactors judged to be reasonable, which constitute the basis forthese assessments.
Actual future results may differ significantly from these estimatesaccording to different conditions or assumptions.
The main significant estimates made by Guerbet’s
Management relate primarily to valuation of equity interests.

Change in accounting methodb)Retirement benefits

Patents and Marketing Authorizations (MAs)

Effective January 1, 2021, Guerbet applied the new method
relating to the distribution of benefit entitlements for definedbenefit plans where the granting of a benefit is conditional on
the length of service for a capped maximum amount and on thefact that an individual is employed by the entity when he or she
reaches retirement age in accordance with ANC
recommendation No 2013-02 amended on November 5,
2021, which follows an IFRS IC decision of April 2021.

Patents are recognized at their acquisition cost. Costs related topatents and MAs are recognized as expenses. Patents areamortized on a straight-line basis over their useful lives.

Guerbet therefore decided to change the method of distributionof benefit entitlements and to no longer spread them out fromthe employee’s date of entry into service but from the date fromwhich each year of service counts for the vesting of benefit
entitlements.
This change in accounting policy is treated as a change inaccounting regulations.
In addition, effective January 1, 2021, Guerbet decided toapply the recognition on the balance sheet of all actuarial
gains and losses relating to employee benefits in order to alignthe presentation of employee benefits on the individual
financial statements with the presentation on the consolidated
financial statements presented under IFRS for improved financial
reporting.

218

The impact of this change in method was recalculated as atJanuary 1, 2021, and represents an impact on opening
shareholders’ equity of €3 million.

Guerbet • Universal Registration Document 2021

Intangible assets

Trademarks
Trademarks acquired are recognized at their acquisition cost.
In accordance with PCG 212-3, expenses for filing andrenewing trademarks are recognized as expenses for the year
in which they are incurred. No amortization is applied to
trademarks.

Research and development costs
Costs incurred during the research phase are recognized as
expenses. Costs incurred during the development phase arerecognized as intangible assets only if all of the following
criteria can be demonstrated:• the technical feasibility necessary to complete the intangible
asset for commissioning or sale;• the intention to complete the intangible asset and use or
sell it;• the ability to use or sell the intangible asset;• how the intangible asset will generate likely future economic
benefits;

FINANCIAL STATEMENTS AND RELATED NOTES
Individual financial statements and notes• the availability of appropriate technical, financial and otherresources to complete the development and use or sell theintangible asset; and• the ability to reliably measure the expenditures attributable tothe intangible asset during its development.
Because of the risks and uncertainties involved in regulatory
authorizations, the Company considers that contrast media
costs incurred before obtaining Marketing Authorization (AMM)
do not meet the above criteria. These development costs are
therefore recorded as expenses in the year in which they are
incurred. Furthermore, costs incurred after obtaining the MA are
generally sales costs that cannot be capitalized. Under Post
Marketing Requirements (PMR) in the United States, additional
studies may be requested after an authorization is obtained. Inthat case, the costs associated with those studies meet thecriteria for recognition as fixed assets (see Note 1 for details).
Research tax credits are classified as tax deductions.

Other intangible assets
Other intangible assets mainly consist of software. This softwareis amortized over three years. With the possibility ofamortization over 12 months offered by the tax legislation forsoftware, accelerated amortization was recognized. This
represents the share of additional amortization compared withconventional amortization.
However, the SAP enterprise resource planning system must be
distinguished from other software. The Company has decided
to capitalize the internal staff costs directly associated with the
project. The software will be amortized over a 10-year period.
This exceptional amortization over a 12-month period is nolonger possible on new acquisitions since January 1, 2017.

c)Tangible assets

These assets are recognized at their acquisition cost.
Depreciation is calculated over their useful lifespan using thestraight-line method, which on average corresponds to thefollowing durations:• buildings: 10 to 20 years;• improvements, fittings: 10 years;• plant, machinery and equipment: 5 to 10 years;• other tangible assets: 3 to 15 years.
For all acquisitions prior to December 31, 1997, and starting
again from January 1, 2002, all of the possibilities provided
for by the tax legislation in terms of declining balance andexceptional depreciation are used. The declining-balancemethod is considered to be accelerated compared withstraight-line depreciation. Tangible assets may be subject toimpairment charges depending on how they are used by
Guerbet.

d)Financial assets

Equity investments are recognized at their acquisition cost. They
may be written down based on their inventory value. The
methods used to measure this inventory value are based on theshare of net assets of subsidiaries or on discounted future cash
flows. When the inventory value falls below the net book value,
an impairment loss is recorded for the difference.
For Truffle Capital, the value in use corresponds to the fund’s
net asset value.
The acquisition costs of equity investments are recognizeddirectly on the income statement.
Other financial assets are listed on the balance sheet at theiracquisition cost or at their inventory value if that is lower.

e)Loans and advances granted to subsidiaries

Loans and advances granted to subsidiaries are recognized attheir nominal value and may be written down according to therisks affecting their recoverability.

f)

Inventories and work in progress

Inventories of raw materials and other supplies are measured
using the weighted average cost method. Inventories of
products in progress and finished products are measured atcost including direct and indirect production costs, andexcluding administrative, financial and sales costs. An
impairment provision is created according to inventory turnoverrates, use-by dates, and any quality problems.

g)

6

Trade receivables

Trade receivables are assessed at nominal value. They are
written down, where applicable, according to the risk of nonrecovery.

h)Short-term investments

Short-term investments are valued at their acquisition cost.
When the inventory value of these securities, determined on thebasis of their likely sale value, i.e. their liquidation value at theend of the year, is less than their acquisition cost, a provision
for impairment is set aside for the amount of the difference. No
allowance for impairment is recognized on treasury sharesintended to be allocated free of charge to employees. The
related benefit is funded in the provisions for liabilities andcharges in accordance with the French general accounting
principles (PCG).

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6
i)

FINANCIAL STATEMENTS AND RELATED NOTES
Individual financial statements and notes

Borrowings

Borrowing costs are recognized directly on the income
statement. The Company has not opted to spread out the costs.

j)Financial instruments

Premiums paid in relation to interest rate options arerecognized in the assets section of the balance sheet uponacquisition of the option and carried over to the income
statement prorata temporis over the life of the contract.
Provisions are made for any costs of interest rate fluctuations. To
manage its exposure to interest-rate and currency risk due to its
industrial and commercial activity, Guerbet S.A. uses financial
instruments that are listed on organized markets. The
Company’s policy is to never trade on markets for speculative
purposes.

k)

Foreign currency translation

Guerbet S.A. centralizes management of currency risk for its
French subsidiaries. Payables and receivables listed incurrencies outside the euro zone are translated at the rates
prevailing at December 31. Unrealized foreign exchange
gains or losses arising from this are booked on the balance
sheet as translation adjustments. Guerbet S.A. hedges its
currency risks with forex futures or options. Any provisions forforeign exchange loss take these hedges into account. Income
from currency option trading is recognized at the option strikedate to the extent that the options hedge commercial operations
after the end of the year. The premium paid is recognized as
an asset on the balance sheet until the option expires.
Since January 1, 2017, the date of application of ANC
Regulation 2015-05, a distinction is made between
commercial transactions and financial transactions in foreign
currencies.
The exchange loss on commercial transactions is presented inoperating income under purchases not held in inventory, otherservices and external charges, while the exchange gain ispresented in other income.

l)Special tax-allowance reserves

According to statutory requirements, special tax-allowance
reserves include provisions for accelerated depreciation.
Accelerated depreciation and amortization are calculated
according to the methods detailed in b) and in c) for intangible
and tangible assets.

m) Provisions for liabilities and charges
Provisions for liabilities and charges recognized correspond to
liabilities meeting the following criteria:• the amount or the maturity date is not set precisely;

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Guerbet • Universal Registration Document 2021

• the economic impact is negative for the Company. Thismeans that this liability is analyzed as an obligation of theCompany to a third party that will probably or certainly leadto an outflow of resources to said third party with nocompensation at least equivalent expected in return.

n)Retirement benefit obligations

Retirement benefit obligations are recognized in provisions forliabilities. For defined-benefit pension plans, the cost of benefits
is estimated using the projected unit credit method. This consistsof basing the calculation on the compensation that will be paid
to employees as of their likely retirement date, taking into
account age structure, employee turnover rate and survival rateusing official tables by age group. The amounts obtained arerevalued according to inflation and promotion scenarios andthen discounted to take into account the date on which thesebenefits will actually be paid. When the calculation
assumptions are revised, the resulting actuarial gains and losses
are fully carried over into the result. These valuations are madeonce a year, for all pension plans. The method used for the
allocation of benefit entitlements is on a straight-line basis fromthe date on which each year of service counts towards thevesting of the benefit entitlements.

o)

Revenue

Revenue is recognized when there is a transfer to the purchaserof the benefits and risks related to ownership of the goods.

p)Operating subsidies

Guerbet S.A. recognizes a subsidy in its individual financial
statements as accrued income upon obtaining approval fromthe funding agency.

q)

Allocation of bonus shares

As indicated in the PCG, expenses related to bonus shareallocations are presented in staff-related costs through an
expense transfer account. As indicated in the PCG, theprovision recognized at each close changes based on, among
other things, the likely cost of purchase, the number of shares tobe allocated based on employee turnover, and changes in thevalue of the share and the services rendered. The applied
employee turnover rate is 2.06%. This provision is recognizedon a straight-line basis over the vesting period for bonus shareallocations to employees of Guerbet S.A.
Expenses relating to bonus share allocations to employees who
are members of the Guerbet group but are not part of Guerbet
S.A. are not recognized on a straight-line basis and arecharged back to the subsidiaries.

FINANCIAL STATEMENTS AND RELATED NOTES
Individual financial statements and notes

INDEX OF NOTESNOTE 1Intangible assets

222

NOTE 16

Financial result

228

NOTE 2

Tangible assets

223

NOTE 17

Non-recurring result

229

NOTE 3

Investments

223

NOTE 18

Income tax

229

NOTE 4Loans

224

NOTE 19

Deferred tax position

230

NOTE 5Inventories

224

NOTE 20

NOTE 6

Receivables by due date224

Impact of the application of tax statutes on thefiscal year result

230

NOTE 7

Short-term investments and cash and cash
equivalents

NOTE 21

Related companies

230

225

NOTE 22

Stock purchase and subscription options

231

NOTE 8

Shareholders’ equity

225

NOTE 23

Bonus share allocation plan

231

NOTE 9Special tax-allowance reserves

225

NOTE 24

Items that could generate market risk

232

NOTE 10

Provisions for liabilities and charges

226

NOTE 25

Compensation allocated to company officers

232

NOTE 11

Contingent advances

226

NOTE 26

Average workforce during the year

232

NOTE 12

Payables by due date

227

NOTE 27

Off-balance-sheet commitments

233

NOTE 13

Accrued income and expenses

227

NOTE 28

Other information

233

NOTE 14

Revenue

228

NOTE 29

Post-closing events233

NOTE 15

Staff costs

228

NOTE 30

Subsidiaries and controlled entities

234

6

Guerbet • Universal Registration Document 2021

221

6

FINANCIAL STATEMENTS AND RELATED NOTES
Individual financial statements and notes

NOTE 1Intangible assets
12/31/2020

2021
(a)
increases2021(c)decreases

Concessions, patents and similar rights
Other intangible assets
Fixed assets under construction (b)Advance payments
Gross values

370,22629,421
6
99,655

—
4,677
6,611
351
11,639

—
(870)
—
(870)

3
74,03336,032357
110,425

Depreciation & amortization
Impairments
NET VALUES(34,538)—
65,117(8,839)864(42,513)

2,800

(6)

67,912

12/31/2021(a) Increases in intangible assets mainly include: €6.6 million in IT investments and €3.9 million for capitalized R&D projects (including €3.2 million for the Care
Advisor for Prostate project as part of the partnership with IBM Watson).
(b) At December 31, 2021, intangible assets under construction (balance of €36 million) represented 53% of net intangible assets. The items shown below constitutethe main intangible assets under construction at December 31, 2021: €15.4 million for the Liver Care Advisor project, €7 million for the Prostate Care Advisor
project, €3.5 million for the Geode project (Occlugel microspheres), €4.3 million for SAP, and €3.2 million for the Dotarem PMR (additional studies requested by
the FDA for Dotarem).
(c) Decreases in intangible assets are related to an inventory conducted in 2021 and the disposal of licenses, software, and IT developments.

Capitalization of preclinical and clinical studies requiredby the US Food and Drug Administration
In December 2017, Guerbet LLC received a request from the
FDA (Food and Drug Administration) to conduct two preclinicalstudies and a clinical study for Dotarem, a product also
marketed in the United States, for which approval was
obtained in 2013.
These studies are part of the Post Marketing Requirements(PMRs) governed by section 505(o) of the FDCA (Federal
Food, Drug and Cosmetic Act). They are mandatory, but theresult does not call into question the sale of the products in the
US market. According to the FDA, “the results from completed

222

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studies provide additional information that can lead to safety
labeling changes, support expanded use of a drug, or alleviate
concerns about a potential drug risk.”
Under Group rules, the costs related to preclinical and clinicalstudies incurred after an authorization is obtained meet thecriteria for recognition as capital assets.
As at December 31, 2021, €1.7 million was capitalized forpreclinical studies, and €2.1 million for the clinical study for the
PMR for Dotarem.

FINANCIAL STATEMENTS AND RELATED NOTES
Individual financial statements and notes

NOTE 2

Tangible assets
12/31/2020

2021
(a)
increases2021(c)decreases

12/31/2021

Land
Buildings
Plant, machinery and equipment
Other tangible assets
Fixed assets under construction (b)Advance payments
Gross values

1,554
108,626
181,695
19,83919,618751
332,083

—
1,401
4,438
554
12,229—18,622—(1,106)(4,426)(1,882)—(149)(7,563)

1,554
108,921
181,707
18,511
31,847602
343,142

Depreciation & amortization
Impairments
NET VALUES(209,893)—
122,190(14,442)6,849(217,486)

4,180

(714)

125,656(a) The €18.6 million increase in the gross value of tangible assets in 2021 is mainly due to investments in production sites (€7.5 million for the Aulnay-sous-Bois siteand €4.8 million for the Lanester site).
(b) At December 31, 2021, tangible assets under construction (balance of €31.8 million) represented 25% of net tangible assets. The main tangible assets underconstruction at December 31, 2021 relate to investments at the Lanester site (€14.3 million) and to development work and industrial equipment at the Aulnay-sousBois site (€15.7 million).
(c) The decreases in tangible assets relate to inventories carried out at the Aulnay-sous-Bois, Lanester and Villepinte sites.

12/31/20192020 Increases

2020 Decreases

12/31/2020

Land
Buildings
Plant, machinery and equipment
Other tangible assets
Fixed assets under construction
Advance payments
Gross values

1,554
107,786
179,273
21,703
11,226317
321,859

2,972
4,805
764
8,726
434
17,701(2,132)(2,383)(2,628)(334)(7,477)

1,554
108,626
181,695
19,83919,618751
332,083

Depreciation & amortization
Impairments
NET VALUES(201,383)—
120,476(15,126)
—
2,575

6,616
—
(861)

(209,893)—
122,190

12/31/2020

2021
(a)
Increases
2021 Decreases

12/31/2021

NOTE 3

Investments

Gross value of equity investments at December 31

343,454

8,756

(249)

351,960

Impairment of equity investments (b)NET VALUE OF EQUITY INVESTMENTS AT DECEMBER 31(19,335)
324,119(12,811)(4,055)

1,794
1,545

(30,352)
321,6086(a) The change in “Increases” is mainly explained by the increase in Guerbet S.A.’s investment in Truffle Capital for €5.5 million and the transfer of Guerbet GmbHand Guerbet Colombia shares at the time of the merger of Guerbet Luxembourg for €3.2 million.
(b) Including impairment losses of €6 million for Accurate, €3 million for Guerbet Imagem Do Brazil, and €1.5 million for the Turkish subsidiary.

These amounts correspond to investments held as at December 31. Detailed financial information for each subsidiary and othercontrolled entities is provided in Note 30, “Subsidiaries and controlled entities.” Allocations and reversals for impairment of equity
investments are recognized in financial income.

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6

FINANCIAL STATEMENTS AND RELATED NOTES
Individual financial statements and notes

NOTE 4

Loans
2021

2020

24
5,111

30
300

2021

2020

17,949(17)
17,932

17,226—
17,226Gross amount

44,84855,898

Impairments
Net amount(10,293)
34,555(9,111)
46,787Gross amount
Impairments
Net amount

22,829(218)
22,611

26,947(400)
26,547TOTAL NET AMOUNT

75,09790,559Loans to staff
Other loans (a)(a) Including a South Korea loan for €4.8 million.

NOTE 5Inventories

Raw materials and supplies
Gross amount
Impairments
Net amountIntermediate and finished products

Goods

An inventory reduction plan initiated by the Group in 2019 to significantly reduce inventory levels continues. This three- to four-year
action plan focuses on adjusting plant production plans, optimizing production plant lead times, and reducing reserve inventories.

NOTE 6

Receivables by due date
2021
Gross amounts

Receivables from controlled entities
Loans
Other financial assets
Bad or doubtful debts
Other trade receivables (a)Bills in course of collection
Due from staff
Social security and related liabilities
State: income tax (b)State: value-added tax
State: other taxes and duties
State: miscellaneous receivables
Group and associates
Miscellaneous debtors
Prepaid expenses
TOTAL

5,134
128
2
61,237—5
112
17,547
6,642—
760
86,561
5,253
1,301
184,683

2020

Up to 1 year More than 1 year66
261,237
—
5
112
3,412
6,642
—
760
86,561
4,905
1,301
165,003

5,068
128
—
—
—
—
14,135————347
19,680

—
330
317
106
42,208—2
97
14,3065,544
297
75
107,259
12,142
1,490
184,173(a) Including an increase in the group’s receivable of €36 million.
(b) Including total CIR (research tax credit) of €15 million: €2.8 million in 2019, €7.5 million in 2020, €4.8 million in 2021, and a €3.5 million increase incorporate income tax.

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FINANCIAL STATEMENTS AND RELATED NOTES
Individual financial statements and notes

NOTE 7

Short-term investments and cash and cash equivalents

Short-term investments consist of 11,880 treasury shares with anominal value of €1 and represent a total gross value of€550 K and €95,515 K for cash.

NOTE 8All the treasury shares bought back are intended for bonus
share allocations. Guerbet S.A. did not buy back sharesin 2021.

Shareholders’ equity
2021

2020

Beginning shareholders’ equity

256,913285,909

Dividends paid
Dividends carried forward (related to treasury shares)
Increase in share capital and additional paid-in capital
Change in pension provision method
Fiscal year result
Special tax-allowance reserves
ENDING SHAREHOLDERS’ EQUITY(8,822)8876
3,045
18,356(5,841)
264,535(8,817)12
101—(12,699)(7,593)
256,9132021

Number of shares at the beginning of the year

12,602,674

Creation of shares through exercise of stock options (a)ENDING NUMBER OF SHARES

38,441
12,641,115(a) Refer to Note 22.

NOTE 9Special tax-allowance reserves

Provisions for accelerated
depreciation
TOTAL

12/31/20192020
allowances

78,237
78,237

3,385
3,385

2020
reversals 12/31/2020

10,977
10,97770,64570,6452021
allowances

4,394
4,394

2021
reversals 12/31/2021

10,235
10,23564,80464,804

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6

FINANCIAL STATEMENTS AND RELATED NOTES
Individual financial statements and notes

NOTE 10 Provisions for liabilities and charges
2020
2021
reversals
2020
reversals
2021(provision reversals(provision reversals
31/12/
2020
used/ (provision 31/12/
2021
used/ (provision Change of2019 allowances reclassified) not used)2020 allowances reclassified) not used)methodRetirement benefits(operating) (a)19,666
Operating942
currency risk (b)Financial currency
851
risk (b)
Other
3,396
(operating) (c)Other (financial) (d)TOTAL
24,855

3,310

22,9772,078(1,496)(1,265)31/12/
2021(3,045) 19,250

1,845

942

1,845

1,770

(1,845)

1,770

6,462

851

6,462

4,236

(6,462)

4,236

1,206

2,730

1,871

2,156

(992)

3,035

12,823

4,523— 33,155

1,141
11,381(10,795)(1,265)

1,141(3,045) 29,432(a) Retirement benefits:
The Company has no obligations in terms of pensions, supplemental pensions, or similar benefits with the exception of a supplemental pensions obligation to its
officers. The calculation of the retirement benefits provision assumes that all retirements will be voluntary. The retirement benefits provision did not cover company
officers at December 31, 2021. In 2021, there was a change of method on the retirement provision recognized in shareholders’ equity for €3 million.
The main actuarial assumptions applied to assess the retirement benefits provision are as follows:
Discount rate:
The discount rate used at December 31, 2021 is 1%.
Turnover rate:
The employee turnover rate is established from statistics and according to analysis factors such as the employee’s status and age, where relevant.
Wage growth rate:
The wage growth rate used to calculate the liability at December 31, 2021, is 2.5%.
Social security charge rate:
The social security rate used at December 31, 2021 is 49.80%.
Mortality rate:
The tables used for mainland France are TH 00-02 and TF 00-02 (adjusted)
Inflation rate:
The inflation rate used at December 31, 2021 is 1.75%.
(b) Currency risk:
In accordance with regulation 2015-05, the provision for foreign exchange loss distinguishes between commercial transactions and financial transactions in foreign
currencies.
Commercial transactions: €1,770 K.
Financial transactions: €4,236 K.
(c) Other (operating): including the €1,028 K provision for bonus shares allocated to employees and the €600 K provision for commercial disputes.
(d) Other (financial): provision for the OSEO contract (see details in Note 11 below).

Contingent liabilities
In the absence of sufficient evidence of having reached the thresholds for triggering the payment of a potential additional bonus of€10.2 million after 2030 as provided for in the amendment to the OSEO contract (see details in Note 11 below), this bonus isconsidered a contingent liability.

NOTE 11 Contingent advances
In December 2008, the request for aid for the French-German“Iseult” research project, filed with OSEO, was approved by
the European Commission. The aid agreement provides for thefinancing of half of the expenditures incurred: 39% in the formof repayable advances and 61% in the form of grants.
An amendment to the contract was signed in June 2020 torevise the conditions for reaching the final milestones and the226

Guerbet • Universal Registration Document 2021

payment of the associated aid, but also to modify the terms on
financial returns in the event that a product resulting from the
project is released on the market.
At December 31, 2021, €10 million in repayable advances
received from 2008 to 2020 with respect to this aid
agreement are recorded on the balance sheet under“Contingent advances.”

FINANCIAL STATEMENTS AND RELATED NOTES
Individual financial statements and notes

NOTE 12 Payables by due date
2021

Current banking facilities and credit balances (a)Bank loans other than current banking facilities
Borrowings and other financial liabilities
Trade payables (b)StaffSocial security and related liabilities
State: income tax
State: VAT
State: other taxes and similar payments
Amounts payable on fixed assets
Group and associates
Other creditors (c)Deferred income
TOTAL

Gross
amountUp to 1 year22
300,167
794
81,63925,813
7,666
0
147
861
24,691
100,501
24,646
293
567,240

22
25,167794
81,63925,813
7,666
0
147
861
9,751
100,501
24,646
293
277,300

2020
Between 1
and
5 years

More than
5 years Gross amount

275,000

2,350

12,590277,350

12,5901,228
325,029
1,179
59,083
24,570
7,997
107
2,409
720
23,958107,1205,158
908
559,468(a) This change is explained by the absence of an overdraft in 2021 on the banks of Guerbet S.A.
(b) This change is mainly due to the increase in trade payables of €3.5 million and in invoices not yet received by the group, which rose by €15 million and by €6
million outside the group.
(c) “Other creditors” mainly consists of customer credit notes to be issued and amounts due to customers.

NOTE 13 Accrued income and expenses
2021

2020

5,380
4,539

21,010
2,505

9,919

23,515167
46,53929
30,33027,432
23,44622
97,60626,1934,063
41
60,656

Accrued income
Receivables from controlled entities
Trade receivables (a)Other receivables (b)Banks and financial institutions
TOTAL
Accrued expenses
Borrowings and financial liabilities
Trade payables (c)Debt on fixed assets
Tax and social security payable
Other creditors (d)Accrued overdraft interest
TOTAL
(a)
(b)
(c)
(d)

6

This change is due to the decrease in invoices to be issued to subsidiaries.
Including €3.6 million in credit notes receivable from subsidiaries.
Including €20 million in invoices not yet received from subsidiaries.
Including €23 million in credit notes to subsidiaries.

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6

FINANCIAL STATEMENTS AND RELATED NOTES
Individual financial statements and notes

NOTE 14 Revenue
Revenue by geographic region
2021

2020

France and overseas departments and territories
Europe excluding France
Europe including France

107,989
140,845
248,834

101,842
141,275
243,117Asia
Latin America
North America
Other countries
TOTAL

102,907
24,587
66,10222,502464,932

105,391
18,74514,00625,578406,837

2021

2020

X-Ray
MRI
TOTAL DIAGNOSTIC IMAGING

251,752
142,418
394,170

234,436
130,822
365,258

INTERVENTIONAL IMAGING

70,763

41,577

TOTAL

464,932

406,837

Revenue by product range

In this new presentation of revenue by product range, delivery systems and services have been divided between X-Rays and MRI.
Other continuing activities are now included in X-Rays.

NOTE 15 Staff costs
Salaries and wages
Social security charges
TOTAL

2021

2020

(66,556)(31,182)(97,737)(66,280)(32,246)(98,527)

2021

2020

7,542
(899)
3,216
(11,017)
1,085
(72)

2,683
(1,623)(2,683)29,691(5,609)22,459NOTE 16 Financial result
Dividends
Net interest (a)Foreign exchange result (b)Net provision for equity investments (c)Other (d)TOTAL(a) Including a €1 million decrease in interest on current accounts, a €3 million merger surplus, and €1 million in swap charges.
(b) Including an increase in foreign exchange gains of €898 K, a decrease in foreign exchange losses of €2.4 million, and a gain of €2.5 million from an interest rate
hedge.
(c) Including impairment losses of €6 million for Accurate, €3 million for Guerbet Imagem Do Brazil, and €1.5 million for the Turkish subsidiary.
(d) Including €6.5 million in reversals and €5.3 million in transfers to provisions for liabilities and charges.

In accordance with ANC regulation 2015-05, the foreign exchange result of commercial transactions is presented in operating
income under “Purchases not held in inventory, other services, and external charges” for €2.7 million in 2021.

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FINANCIAL STATEMENTS AND RELATED NOTES
Individual financial statements and notes

NOTE 17 Non-recurring result
Net income/(expense) on special tax-allowance reserves
Net book value on disposals of fixed assets (a)Expenses on bonus shares
Proceeds from disposals of fixed assets (b)Other (c)
TOTAL

2021

2020

5,841
(657)
—
513
(353)
5,344

7,592
(40,940)(1,798)
10,598
1,699(22,849)(a) Including €39.8 million net book value related to the sale of Liebel-Flarsheim Canada in 2020.
(b) Including €10.6 million in proceeds from the sale of Liebel-Flarsheim Canada in 2020.
(c) No distribution of bonus shares in 2021 versus €1.8 million in transfers of expenses (release of treasury shares for allocation of bonus shares).

NOTE 18 Income tax
The Group has opted for tax consolidation since 1988. The
following companies have historically been included in the tax
consolidation scope: Guerbet S.A. (parent company and headof the tax consolidation group) and Simafex. Starting in the2014 fiscal year, Medex and Guerbet France entered thescope of tax consolidation. In accounting terms, tax expenses
are borne by the consolidated companies (subsidiaries andparent company) as they would be without tax consolidation.
Loss-related income from taxes is kept by the parent company.
Savings made by the tax consolidation group that are notlinked to losses (corrections related to certain intra-grouptransactions) are kept by the parent company and recognized
as income. Tax credits for research, apprenticeships, family
benefits and employment competitiveness are reallocated to thecompanies that generated them. Tax savings resulting from tax
losses of subsidiaries will be reallocated to them and applied

against future taxable profits. The overall taxable profit at thestandard rate of the tax consolidation group for 2021 was€8.4 million after deducting €9.4 million in losses. The tax
income of the tax consolidation group was €6.4 million after
deducting tax credits, including the 2021 research tax creditfor €4.8 million and the carry-back for €6.2 million.
In 2021, Guerbet S.A. made a request to carry back its 2020
loss in the amount of €16.2 million on the profits of the last
three fiscal years at a rate of 25%. The receivable arising fromthis carry-back is €6.2 million.
The tax consolidation group’s remaining loss at December 31,
2021 is €6.8 million.
The tax expense or income appearing on the income statement
breaks down as follows:

Group tax income (or expense)
Tax expense from consolidated subsidiaries
Tax savings reallocated to consolidated subsidiaries
Other tax income (a)TAX INCOME (OR EXPENSE) FOR THE GROUP PARENT COMPANY

2021

2020

2,585
1,877
(1,011)
3,841
7,292

7,575
2,830
(776)
—
9,629

6

(a) Including €6.2 million in carry-back receivables and €2.4 million in tax adjustments.

Tax income (or expense) for the Group parent company breaks down as follows:
Corporate tax on current result
Corporate tax on non-recurring result
Other tax expenses
TAX INCOME (OR EXPENSE) FOR THE GROUP PARENT COMPANY

2021

2020

8,053
(841)
80
7,292

9,629
—
—
9,629

Non-deductible expenses referred to in Article 39-4 of the French general tax code
For the 2021 fiscal year, Guerbet S.A.’s expenses of this type pertain to the depreciation of passenger cars for €225 K.

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6

FINANCIAL STATEMENTS AND RELATED NOTES
Individual financial statements and notes

NOTE 19 Deferred tax position
Guerbet S.A.’s deferred tax position was calculated on the basis of tax consolidation starting in the 1988 fiscal year. As a result,prepaid taxes resulting from the time lag between the recognition of certain income and expenses and their incorporation into
taxable income and taxes payable on equity items (special tax-allowance reserves) were determined for all tax-consolidated
companies.

Net deferred taxes from temporary differences (prepaid taxes)
Deferred taxes on shareholders’ equity (taxes due)

2021

2020

8,734
19,396

10,302
21,021

These deferred taxes were calculated at forecast future rates based on the 2021 Finance Act, increased by the social contribution.

NOTE 20 Impact of the application of tax statutes on the fiscal year
resultIn order to take advantage of certain tax provisions, the Company must recognize some entries on the income statement (nonrecurring income) that do not have the status of accounting income or expenses.

Pre-tax result
Net allowance or reversal of special tax-allowance reserves and accelerated amortizationand depreciation
Adjusted pre-tax result

2021

2020

11,064(21,616)

5,841
5,223

7,592
(29,209)

NOTE 21 Related companies
All significant transactions with related parties and liable to come within the scope of Article R. 123-198 of the French commercial
code relate to wholly owned subsidiaries.
Transactions are entered into with related parties under normal market conditions.

Write-offs granted to related companies and implemented during
the 2021 fiscal year
N/A.

230

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FINANCIAL STATEMENTS AND RELATED NOTES
Individual financial statements and notes

NOTE 22 Stock purchase and subscription options
The staff of the Company and of its subsidiaries had stock options until October 17, 2021. A total of 24,429 shares were canceled
after this date.
SUMMARY OF STOCK OPTION PLANS
Grant date

Earliest sale date for preferential tax treatment
Date of the Board meeting when it was decided to grant options
Number of options granted
Subscription or purchase pricePlan expiration date
Number of options exercised since exercising was authorizedon 10/17/2015
Number of options exercised in 2021
Number of options canceled
NUMBER OF OPTIONS REMAINING

Plan of
10/17/2011

Plan of11/23/2011

Plan of02/20/2012

10/17/2015
10/17/2015
530,840€15.4010/16/2021

11/23/2015
11/23/2015
48,000€16.08
11/22/2021

02/20/2016
02/20/2016
6,800€15.3802/20/2022

380,931
38,441
149,909—16,600
—
—
—

3,800
—
3,000
—

NOTE 23 Bonus share allocation plan
Following the implementation of bonus share allocation plan 2
in 2016, which ended in 2018, the Board of Directors
adopted a third share allocation plan on March 26, 2019,intended for certain employees and officers of the Company
and its French and foreign subsidiaries.

Plan type

Number of
instruments
initially granted

AGAP (plan 3)
Number of active shares at 12/31/2021

47,550

AGAP (plan 4)
Number of active shares at 12/31/2021

48,060On March 21, 2021, the Board of Directors approved afourth performance share allocation plan for certain employees
and officers of the Company and its French and foreignsubsidiaries.
As at December 31, 2021, 30,900 bonus shares were still
being allocated under Plan 3 still in effect, and 48,060 shareswere being allocated under Plan 4, detailed as follows:
Numberof vested
instruments

Grant date

End of vesting
period (subject Vesting period in
to presence)
years

2019

2022

3

2021

2024

3

30,90048,0606

Under these plans, a €1,158 K transfer to provisions was booked for shares remaining to be allocated at December 31, 2021.

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6

FINANCIAL STATEMENTS AND RELATED NOTES
Individual financial statements and notes

NOTE 24 Items that could generate market risk
Currency risk
The majority of Guerbet’s accounting currency risk is related to
the financing of various subsidiaries in their functional currency.
The most significant amounts are in JPY (€31 million), HKD(€13.7 million), and USD (€10.1 million).

Interest rate risk
In March 2019, the choice was made to hedge tranche B of
the syndicated credit facility for €225 million by establishinginterest rate hedging instruments with a starting date deferredby two years.
This hedge against an increase in the interest rate wasactivated at the end of March 2021. Since this activation,interest rates have risen but remain below the benchmark rate
at the time when the debt was put in place.
The mark to market of the hedging instruments at December
31, 2021 was -€1.9 million.
Interest rate sensitivity is calculated on the balance of unhedged
gross debt, which represents 26.3% of variable-rate debt.
Guerbet S.A.’s liabilities are denominated entirely in euros.
On the basis of a 3-month Euribor of -0.572% at December
31, 2021, an increase of 100 basis points would haveresulted in an increase in the cost of debt of around€0.3 million year on year; a decrease of 100 basis points
would not have resulted in a decrease in the cost of debt giventhat the benchmark rates are subject to a floor of 0%.

NOTE 25 Compensation allocated to company officers
Compensation allocated to company officers

2021

2020

1,030

960

2021

2020

182
424
424
1,030

196
425
408
1,029

This is compensation paid for their role as company officers, and for their salaried job.

NOTE 26 Average workforce during the year
Manual workers, office workers
Technicians, supervisors
Executives
TOTAL AVERAGE WORKFORCE

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FINANCIAL STATEMENTS AND RELATED NOTES
Individual financial statements and notes

NOTE 27 Off-balance-sheet commitments
Sureties, deposits and other commitments given to third parties on behalf of related companies
Sureties and deposits given to third parties and other commitments
Receivables transferred via securitization
Property and equipment leasing commitments, of which lease payments (a):at less than 1 year
between 1 and 5 years
at more than 5 years
Outstanding secured debt
TOTAL

2021

2020

9,740
872
—
2,914
992
1,922
—
—
13,526

9,530
3,039
—
1,578
338
1,240
—
—
14,147(a) The significant increase over 2020 (+€1,336 K) is mainly due to the contracts with the supplier Rigby for the replacement of IT equipment renewed in 2021
(commitment given of €1,271 K).

On property leases
On equipment leases
TOTAL

Lease-financing
payments
in 2021

Lease-financing
payments
in 2020

—
846
846

—
1,238
1,238

Financial items related to leased property and equipment are as follows:

Value of property and equipment
Depreciation if the assets had been acquired by the Company
Residual value of assets at the end of the contract

2021

2020

4,061
869

3,394
1,213
—

For 2021, the details of these lease financing assets by type break down as follows:

Acquisition cost

Transfers toamortization/
depreciationof the fiscal year

Cumulativetransfers toamortization/
depreciation

Net value

Plant, machinery and equipment
Other tangible assets
TOTAL

—
4,061
4,061

—
869
869

—
869
869

—
3,192
3,192

As at December 31, 2021, Guerbet S.A. has a commitment to
subscribe to the Truffle Capital innovation investment fund for a
maximum of €15 million, including €9.8 already paid.

already on the market (Post Marketing Requirements),
Guerbet S.A. signed collaboration agreements with otherplayers in the contrast media sector for shared funding andorganization of the studies. The financial commitments in thisrespect amount to €9.8 million for the 2022-2028 period.

In response to the requests from the US FDA to conduct various
regulatory pre-clinical and/or clinical studies for contrast media

6

NOTE 28 Other information
N/A.

NOTE 29 Post-closing events
We are not aware of any major events occurring after the balance sheet date that could affect the interpretation of the financial
statements at December 31, 2021.

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6

FINANCIAL STATEMENTS AND RELATED NOTES
Individual financial statements and notes

NOTE 30 Subsidiaries and controlled entities
Detailed information oneach subsidiary andcontrolled entity(in thousands of €)Shareholders’CapitalequityShare ofequity held
(%)

Gross
value of Net value
equity of equity

Loans
and
advances
grantedDeposits
andsureties

Revenuefromproducts

Incomefrom last
fiscalyear
Dividends
ended

A – Securities of gross value exceeding 1% of the share capital of Guerbet S.A.
Subsidiaries
Simafex (France)

1,280

27,265

100

1,224

1,224

Medex (France)

180

6,150

100

3,000

3,000

Martins & Fernandes(Portugal)

410

311

100

1,224

937

Guerbet Laboratories Ltd(England)

1,066

27,067

1,369

14,173

2,299

3,026

132
922

5,184

3,352

100

5,643

5,643

39

15,355

SA Guerbet N.V.
(Belgium)

541

1,826

100

379

379

330

13,884

1,497

469

Guerbet SPA (Italy)

2,800

1,441

8,000

5,317

100

8,743

8,743

3,000

18,269Laboratorios
Farmaceuticos Guerbet(Spain)

781

5,000

100

790

790

391

19,096512

Guerbet A.G.
(Switzerland)

484

2,334

100

304

304

30,535

1,812

Guerbet Imaging
Switzerland AG(Switzerland)

83

1,621

100

13,370

—

—

(129)

Guerbet Austria
G.M.B.H. (Austria)

73

48

100

146

146

2,961

Guerbet Ireland Unlimited
Company (Ireland)
42,30835,617100 141,700 141,700

Guerbet Luxembourg
S.A.R.L. (Luxembourg)

—

45

100

—

—

Guerbet Sweden AB(Sweden)

5

76

100

1,145

82

Guerbet Czech Republics.r.o. (Czech Republic)

348

448

100

329

329

Guerbet A.S. (Turkey)

788

1,403

100

4,503

2,132

Accurate Medical
Therapeutics Ltd (Israel)2

31,253100

53,24847,309Guerbet South Africa Pty
Ltd (South Africa)

195

1,248

100

777

777

Guerbet Korea Ltd (Korea)

6,227(2,913)

100

8,202

8,202

Guerbet Taiwan (Taiwan)

223

2,897

100

191

191

5,097

4,743

36

1,050
15,282
38
253

350

89

85,836

5,400

—

(45)

—

(75)

17

411

11,49519744(7,369)

5,684

301

30,566

651

9,651

675

Guerbet Japan KK (Japan)

2,531

816

100

1,951

1,951

30,98644,306607

Guerbet Mexicana(Mexico)

2,535

367

100

3,600

3,353

890

7,975

203

Guerbet Produtos
Radiologicos (Brazil)

4,795

16,469100

11,197

11,19734,652(445)

Guerbet Imagem do
Brasil, Ltda. (Brazil)

2,431

2,151

100

4,966

1,937

12,869(3,146)

Guerbet Chile Limitada(Chile)

—

372

100

416

416

9,883

476

Guerbet Panama S.A.
(Panama)

—

193

100

1,009

288

1,258

230

Guerbet Australia Pty Ltd(Australia)

1,089

866

100

1,577

1,577

—

75,799100

69,00069,000

Guerbet GmbH
(Germany)

25

20,711100

1,629

Guerbet Colombia SAS

13

29

100

1,572

Guerbet America LLC(United States)

234

293

Guerbet • Universal Registration Document 2021

1,512
48

16,750

578

645

3,480

1,629

29,697

1,735

137

5,135

(125)

751

1,886

481

FINANCIAL STATEMENTS AND RELATED NOTES
Individual financial statements and notes

Detailed information oneach subsidiary andcontrolled entity(in thousands of €)Shareholders’CapitalequityShare ofequity held
(%)

Gross
value of Net value
equity of equity

Loans
and
advances
grantedDeposits
andsureties

Revenuefromproducts

Incomefrom last
fiscalyear
Dividends
ended

2,296

B – Securities of gross value not exceeding 1% of Guerbet’s share capital
Subsidiaries
Abarem (France)

1

100

1

—

Abalux (France)

1

100

1

—

Guerbet France (France)

2

20,180100

22128,195

Guerbet Nederland B.V.
(Netherlands)

91

973

100

92

92

14,257

Guerbet Asia Pacific(Hong Kong)—

14,600

100

N.S.

N.S.

Guerbet Poland
SP.Z.O.O. (Poland)

—

459

100

70

70

Guerbet Imaging Panama
S.A. (Panama)—(4,839)

100

N.S.

N.S.

Guerbet India

99

—

100

97

32

Gestion Especializada
Loro (Mexico)

4

(622)

100

4

4

13,715

6,376
1,249

1,000

658

75,128

3,810

839

161

3,878

(259)

874

168

—

(432)

Controlled entities
Investments in French
companies

N/A

Truffle

108

108

9,750

7,928

N.S.

Subsidiaries
General information on all subsidiaries and controlled entities

Controlled entities

FrenchForeign

French

4,228
4,226
—
293
—

337,874309,347
77,213
10,217
7,533

9,858
8,036

ForeignBook value of securities held:• gross:• net:
Amount of loans and advances granted
Amount of deposits and sureties
Amount of dividends received———

For subsidiaries outside the euro zone, capital and shareholders’ equity were converted at the closing rate, and the result wasconverted at the average rate at December 31, 2021.

6

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6
6.4

FINANCIAL STATEMENTS AND RELATED NOTES
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,OpinionIn compliance with the engagement entrusted to us by your Annual General Meetings, we have audited the accompanying financial
statements of Guerbet for the year ended December 31, 2021.
In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of theCompany as of December 31, 2021 and of the results of its operations for the year then ended in accordance with Frenchaccounting principles.
The audit opinion expressed above is consistent with our report to the Audit Committee.

Basis for opinion
Audit framework
We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the “Statutory Auditors’ Responsibilities for the Audit of the Financial
Statements” section of our report.

Independence
We conducted our audit engagement in compliance with independence 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 applicationfrom January 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 thismatter.

Justification of assessments – Key audit matters
Due to the global crisis related to the Covid-19 pandemic, the financial statements of this period have been prepared and audited
under specific conditions. Indeed, this crisis and the exceptional measures taken in the context of the state of sanitary emergency
have had numerous consequences for companies, particularly on their operations and their financing, and have led to greater
uncertainties on their future prospects. Those measures, such as travel restrictions and remote working, have also had an impact on
the companies’ internal organization and the performance of the audits.
It is in this complex and evolving context that, in accordance with the requirements of articles L. 823-9 and R. 823-7 of the French
Commercial Code relating to the justification of our assessments, we inform you of the key audit matters relating to risks of material
misstatement that, in our professional judgment, were of most significance in our audit of the financial statements of the current
period, as well as how we addressed those risks.
These matters were addressed in the context of our audit of the financial statements as a whole, approved in the conditions
mentioned above, and informing our opinion thereon, and we do not provide a separate opinion on specific items of the financial
statements.

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FINANCIAL STATEMENTS AND RELATED NOTES
Statutory Auditors’ report on the annual financial statements

Valuation of equity investments and loans and advances granted to subsidiaries
Paragraphs d) and e) of the Accounting policies and methods and notes 3 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 fora net amount of €322 million and €91 million, respectively, or 47% of total assets. Equity investments are recorded at cost andimpaired based on the value in use at the year-end of the entities concerned. Loans and advances granted to subsidiaries arerecorded at nominal value and impaired based on the risk of recoverability.
Management is required to exercise judgment in determining the value in use of equity investments and the recoverable amount ofloans and advances granted to subsidiaries, which represent a particularly material amount. We therefore considered the valuationof these assets to be a key audit matter.

Our response
We assessed the reasonableness of the estimated value of these assets. We verified that Management’s estimate of these values was
supported by appropriate documentation of the valuation method and amounts used.
For equity investments of a material amount or which represent a specific risk of impairment, we:• familiarized ourselves with the methods used to determine the value in use;
• for equity investments whose value in use is based on the share in 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
obtained with regard to the items available on date and reconcile the part of this value in used with the net book value of theequity 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 addressedto shareholders with respect to the financial position and the financial statements
We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given in
the management report of the Board of Directors and in the other documents with respect to the financial position and the financial
statements provided to the shareholders.
We attest the fair presentation and the consistency with the financial statements of the information relating to payment deadlines
mentioned in article D. 441-6 of the French Commercial Code (Code de commerce).

6

Report on corporate governance
We attest that the Board of Directors’ report on corporate governance contains the information required by articles L.225-37-4, L.
22-10-10 and L.22-10-9 of the French Commercial Code.
Concerning the information given in accordance with the requirements of article L.22-10-9 of the French Commercial Code relating
to remunerations and benefits received by the directors and any other commitments made in their favor, we have verified its
consistency with the financial statements and, where applicable, with the information obtained by your Company from controlled
enterprises included in the scope of consolidation. Based on this work, we attest the accuracy and fair presentation of thisinformation.
Concerning the information relating to items your Company considers likely to have an impact in the event of a public tender offer or
public exchange offer, provided pursuant to article L.22-10-11 of the French Commercial Code, we have verified its compliancewith the source documents communicated to us. Based on these procedures, we have no matters to report on this information.

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6

FINANCIAL STATEMENTS AND RELATED NOTES
Statutory Auditors’ report on the annual financial statements

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

Other Legal and Regulatory Verifications or Information
Format of presentation of the 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 inCommission 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 Governancefor the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with Frenchaccounting principles, and for such internal control as management determines is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it is expected toliquidate the Company or to cease operations.
The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risk
management systems and where applicable, its internal audit, regarding the accounting and financial reporting procedures.
The financial statements have been approved by the Board of Directors.

Statutory Auditors’ Responsibilities for the Audit of the Financial Statements
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 guaranteethat an audit conducted in accordance with professional standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
As specified in article L. 823-10-1 of the French Commercial Code, our statutory audit does not include assurance on the viability of
the Company or the quality of management of the affairs of the Company.

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FINANCIAL STATEMENTS AND RELATED NOTES
Statutory Auditors’ report on the annual financial statements

As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditor exercises
professional judgment throughout the audit and furthermore:• identifies and assesses the risks of material misstatement of the financial statements, whether due to fraud or error, designs andperforms audit procedures responsive to those risks, and obtains audit evidence considered to be sufficient and appropriate toprovide a basis for his opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;• obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control;• obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control;• assesses the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of his audit report.
However, future events or conditions may cause the Company to cease to continue as a going concern. If the statutory auditor
concludes that a material uncertainty exists, there is a requirement to draw attention in the audit report to the related disclosures in
the financial statements or, if such disclosures are not provided or inadequate, to modify the opinion expressed therein;• evaluates the overall presentation of the financial statements and assesses whether these statements represent the underlying
transactions and events in a manner that achieves fair presentation.

Report to the Audit Committee
We submit a report to the Audit Committee which includes in particular a description of the scope of the audit and the audit program
implemented, as well as the results of our audit. We also report, if any, significant deficiencies in internal control regarding theaccounting and financial reporting procedures that we have identified.
Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of mostsignificance in the audit of the financial statements of the current period and which are therefore the key audit matters that we are
required to describe in this report.
We also provide the Audit Committee with the declaration provided for in article 6 of Regulation (EU) No 537/2014, confirming
our independence within the meaning of the rules applicable in France such as they are set in particular by articles L. 822-10 to L.
822-14 of the French Commercial Code and in the French Code of Ethics (Code de déontologie) for statutory auditors. Where
appropriate, we discuss with the Audit Committee the risks that may reasonably be thought to bear on our independence, and therelated safeguards.

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

Deloitte & Associés
Jean-François Viat

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6

239

6
6.5

FINANCIAL STATEMENTS AND RELATED NOTES
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 Frenchlanguage and it is provided solely for the convenience of English-speaking readers. This report on regulated agreements should beread in conjunction and construed in accordance with French law and professional auditing standards applicable in France. It
should be understood that the agreements reported on are only those provided by the French Commercial Code and that thereport 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 andconditions of those agreements brought to our attention or which we may have discovered during the course of our audit, as well as
the reasons justifying that such agreements are in the Company’s interest, without expressing an opinion on their usefulness andappropriateness or identifying such other agreements, if any. It is your responsibility, pursuant to article L. 225-31 of the French
Commercial Code (Code de commerce), to assess the interest involved in respect of the conclusion of these agreements for the
purpose of approving them.
Our role is also to provide you with the information stipulated in article 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 consisted in 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 PrémareDavid Kharoubi

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Guerbet • Universal Registration Document 2021

Deloitte & Associés
Jean-François Viat

7
ADDITIONAL INFORMATION
7.1

7.2

7.3

7.4

7.5

Person responsible
for the accuracyof the Universal
Registration Document

7.6
242

Statement by the person
responsible for the accuracyof the Document

242

Statutory Auditors242

7.3.1 Principal Statutory Auditors242

7.3.2 Alternate Statutory Auditors

242

Share capital

243

7.4.1 History of the share capital

243

7.4.2 Securities not giving accessto the Company’s capital

243

Public access to this document

243

7.7

7.8

General information about
the Company

244

7.6.1 Legal form and corporate
name

244

7.6.2 Date of formation

244

7.6.3 Trade and Companies
Register (Registre duCommerce et des Sociétés)244

7.6.4 Fiscal year244

Articles of association(excerpts)245

7.7.1 Provisions of the articles
of association governing
the operation of management
and administrative bodies

245

7.7.2 Provisions of the articles
of association concerning
profit distribution

245

7.7.3 Provisions of the articles
of association relating
to share capital

246

7.7.4 Other provisions of the articles
of association

246

Concordance tables

247

7.8.1 European prospectus

247

7.8.2 Annual financial report251

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7

ADDITIONAL INFORMATION
Person responsible for the accuracy of the Universal Registration Documentof the Universal Registration Document

7.1

Person responsible for the accuracyof the Universal Registration Document

David Hale, Chief Executive Officer.

7.2

Statement by the person responsible for the accuracyof the Document

I affirm, that the information contained in this Universal
Registration Document is, to the best of my knowledge,
accurate and has no omissions that could detract from its
significance.
I affirm, to the best of my knowledge, that the statements havebeen prepared in accordance with applicable accounting
standards and give a true and fair view of the assets andliabilities, financial position, and income of the Company andof all the companies included in its consolidation scope. I
affirm that the management report, appearing on pages 95

7.3

Statutory Auditors

7.3.1

Principal Statutory Auditors

DELOITTE & ASSOCIÉSMember of the Deloitte Touche Tohmatsu network
represented by Jean-François Viat
Tour Majunga
6, place de la Pyramide
92908 Paris-La Défense cedex
CROWE HAF
Member of the Crowe Global network
represented by Marc de Prémare
and David Kharoubi
16, rue Camille Pelletan
92300 Levallois-Perret

7.3.2

et seq., presents an accurate view of developments in thebusiness, the results, and the financial position of the Company
and of all the companies included in the consolidation scope
and that it describes the main risks and uncertainties thatthey face.
Villepinte, April 4th 2022
David Hale
Chief Executive Officer

First mandate

Last renewal

End of term

General Meeting of May
21, 1987

General Meeting ofFriday, May 19, 2017

Annual General Meeting
concerning the 2022
fiscal year

General Meeting ofFriday, May 23, 2008

General Meeting ofFriday, May 27, 2016

Annual General Meeting
concerning the 2021
fiscal year

Last renewal

End of term

Alternate Statutory Auditors
First mandate

ÉTOILE AUDIT & CONSEIL
Independent member of Crowe Global
represented by Olivier Grivillers
85, rue Édouard-Vaillant
92300 Levallois-Perret

242

Guerbet • Universal Registration Document 2021

General Meeting ofFriday, May 27, 2016

Annual General Meeting
concerning the 2021
N/A
fiscal year

ADDITIONAL INFORMATION
Public access to this document

7.4

Share capital

7.4.1

History of the share capital

All capital increases correspond to exercised stock options.
Event

Capital increase
Capital increase
Capital increase
Four-for-one share split (a)Capital increase
Capital increase
Capital increase
Capital increase
Capital increase
Capital increase
Capital increase
Capital increase

Date of Board of Directors meeting
recording capital increase

Number ofshares created

Number of shares making
up share capital

Share capital

January 6, 2009
January 19, 2010
January 19, 2011
Not applicable
March 11, 2015
February 9, 2016
March 28, 2017
March 27, 2018
March 26, 2019
March 24, 2020
March 24, 2021
March 23, 2022

15,396
21,796
8,285
12,200,184
8,000
135,290
157,774
62,21017,903
14,9006,513
38,441

3,019,965
3,041,761
3,050,046
12,200,184
12,208,184
12,343,474
12,501,148
12,563,358
12,581,261
12,596,161
12,602,674
12,641,115

12,079,860
12,167,044
12,200,184
12,200,184
12,208,184
12,343,474
12,501,148
12,563,358
12,581,261
12,596,161
12,602,674
12,641,115(in €)(a) Completed on January 23, 2014.

7.4.2

Securities not giving access to the Company’s capital

Not applicable.

7.5

Public access to this document

The Registration Documents are available in the “Finance”
section of the Company’s website at www.guerbet.com alongwith other documents related to regulated information (half-year
financial reports, press releases, monthly statements on thenumber of shares and voting rights, etc.).

Furthermore, in accordance with legal provisions, allshareholders can exercise their permanent right tocommunication and come to view the documents referred to in
Article L. 225-15 of the French Commercial Code at theCompany’s headquarters at 15, rue des Vanesses – 93420
Villepinte.

7

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243

7

ADDITIONAL INFORMATION
General information about the Company

7.6

General information about the Company

7.6.1

Legal form and corporate name

The legal name of the Company is Guerbet. It is organized in
the form of a French public limited company (société anonyme)
with a Board of Directors, under the rules of the Frenchcommercial code. The registered office is located at 15, rue
des Vanesses, 93420 Villepinte, the telephone number is

7.6.2

Date of formation

Guerbet was created on July 16, 1926, by the transformationof an undeclared partnership (société en participation) founded
in 1901 into a limited partnership (société en commandite
simple), then transformed into a limited liability company(société anonyme) on January 1, 1965. The form of a limited
liability company with a Board of Directors and a Supervisory
Board (société anonyme à Directoire et Conseil de surveillance)

7.6.3+33 (0)1 45 91 50 00, and the website address iswww.guerbet.com (the information on the website is not part ofthe prospectus unless this information is incorporated byreference in the prospectus).

was adopted on October 27, 2001, before its form waschanged to a limited company with a Management Board(société anonyme à Conseil d’administration) at the Combined
General Meeting of May 21, 2010. The Company’s
dissolution date is June 30, 2100, barring early dissolution or
barring an extension, such as the extension for 99 years at theExtraordinary General Meeting held on December 8, 1998.

Trade and Companies Register (Registre du Commerce et des Sociétés)Guerbet is listed in the Bobigny Trade and Companies Registry under number 308491521, and its business comes under code APE
2120 Z – Manufacture of pharmaceutical preparations. Its LEI number is: 969500WV1U1WQ059L135.

7.6.4

Fiscal year

Each fiscal year consists of twelve months, commencing on January 1 and ending on December 31.

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Guerbet • Universal Registration Document 2021

ADDITIONAL INFORMATION
Articles of association (excerpts)

7.7

Articles of association (excerpts)

7.7.1

Provisions of the articles of association governing the operationof management and administrative bodies

7.7.1.1

Powers of the Board of Directors(Article 12)

The Board of Directors sets the guidelines for the Company’sbusiness and oversees their implementation. Within the powers
expressly granted by law to General Meetings of Shareholders
and within the limits of the Company’s purpose, it deals with allissues affecting the Company’s operations and regulates theCompany’s affairs.
It performs the controls and verifications it deems appropriate.
The Directors each receive all the information necessary to
carry out their duties and can obtain the documents that they
consider useful for this purpose.
The Board of Directors grants the authorizations provided for bylaw (particularly those foreseen under the provisions of Article L.
225-38 of the French commercial code) and, as an internalmeasure that does not apply to third parties, the authorizations
mentioned in Article 14 of these articles of association.
The Board of Directors can decide to create committees (anddetermine the composition and powers thereof), and they carryout their activity under its responsibility, but it cannot delegate
the powers that are attributed to it by law or the bylaws, or
reduce or limit the powers of the Board of Directors.
The Board of Directors can grant special mandates to one orseveral of its members for one or more specific purposes.

Company in any form whatsoever, to have it grant them an
overdraft on a current account or otherwise, or to have theCompany provide guarantees or deposits for commitments tothird parties. The same restriction applies to the CEO, to the
Deputy CEO(s) and to permanent representatives of legal
entities who are Directors as well as to the spouses, parents
and descendants of the persons above and to allintermediaries.
Directors do not take on any personal or joint obligation by
virtue of their positions except those foreseen by the legal
provisions in force.

7.7.1.2

Powers of the CEO (Article 14)

Subject to legal limitations, the CEO is vested with the broadest
powers to act in all circumstances on the Company’s behalf.
Nonetheless, under internal regulations and without extending
such limitations to third parties, the Board of Directors can limit
the extent of the CEO’s powers.

7.7.1.3

Powers of the Deputy CEO(Article 14)

By agreement with the CEO, the Board of Directors determines
the scope and duration of the powers granted to Deputy
CEOs. Nonetheless, they have the same powers in dealing
with third parties as the CEO.

Under penalty of nullity of the contract, it shall be prohibited for
Directors other than legal entities to take out loans from the7.7.2

Provisions of the articles of association concerning profit distribution

7.7.2.1

Distribution of income (Article 23)

Distributable profits are made up of the profit from the fiscal
year, reduced by losses from previous years, as well asamounts to carry over into reserve in application of the law or
under the Company’s articles of association, and increased byretained earnings.
After the accounts have been approved and the existence ofa distributable profit ascertained, the necessary sum is takenfrom those profits to distribute an initial, non-cumulative
dividend to Shareholders, equal to 6% of the paid-up and nonredeemed amount of the shares they own.

From the available surplus, the General Meeting deducts all thesums deemed appropriate to allocate to all optional reserve
funds or retained earnings.
The balance, if there is one, is split between all the
Shareholders in proportion to the amount of shares that theyown.

7

Shareholders at the Annual General Meeting are entitled to
grant to each Shareholder, for all or part of the dividend
or interim dividends distributed, a choice between payment
in cash or in shares for said dividend or interim dividend.

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245

7

ADDITIONAL INFORMATION
Articles of association (excerpts)

7.7.3

Provisions of the articles of association relating to share capital

Provisions relating to share capital are listed in detail in the third part of this document, “Guerbet and its Shareholders.”

7.7.4

Other provisions of the articles of association

7.7.4.1

Company purpose (Article 2)

The Company’s purpose, in France and in every country, is:• research on, development, and invention of all
pharmaceutical and chemical products, and all medical
devices;• manufacture, purchase, and marketing of all pharmaceuticaland chemical products, and all medical devices;• development and marketing of services, in any form
whatsoever, either directly or indirectly related topharmaceutical and medical activities, and to healthcare
activities more generally;

246

Guerbet • Universal Registration Document 2021

• all industrial, commercial and financial activities directly or
indirectly related to this purpose, including research
activities, and the creation, acquisition, holding, use, andsale of patents, licenses, know-how, and, more generally,
all intellectual and industrial property rights;• and any industrial, commercial, financial, investment orproperty operations that may be directly or indirectly related
to the above purposes or that could facilitate theirapplication or development.

ADDITIONAL INFORMATION
Concordance tables

7.8

Concordance tables

7.8.1

European prospectus

The concordance table of the Universal Registration Document identifies the information provided for in Annexes 1 and 2 ofDelegated Regulation (EU) 2019/980 of March 14, 2019, supplementing the provisions of Regulation (EU) 2017/1129
of June 14, 2017.
In the table below, the pages mentioned refer to this Universal Registration Document of Guerbet filed with the AMF.
CategoryPage

1

Responsible persons, third-party information, expert reports,
and approval by the competent authority

1.1
1.2
1.3
1.4
1.5

Persons responsible for information
Declaration by responsible persons
Name, address, qualifications and potential interests of persons acting as experts
Confirmation relating to information from a third party
Declaration of the competent authority

2

Statutory Auditors

2.1
2.2

Names and addresses
Any change

3

Risk factors

4

Information about the issuer

4.1
4.2
4.3
4.4

Company name and trade name of the issuer
Location, registration number and LEI of the issuer
Date of formation and life of the issuer
Registered office and legal form of the issuer, laws governing its activities, country of origin,address and telephone number of its registered office, and website with a disclaimer

5

Overview of activities

5.1
5.1.1
5.1.2
5.2
5.3
5.4

Principal activities
Nature of transactions carried out by the issuer and its main activities
Significant new products or services introduced on the market
Principal markets
Major events
Strategy and objectives

5.5
5.6
5.7
5.7.1
5.7.2

Issuer’s dependence on patents, licenses, contracts and manufacturing processes
Statement on competitive position
Investments
Significant investments madePrincipal investments in progress or that the issuer intends to make and for which its management
bodies have already made firm commitments and arranged financing methods
Joint ventures and commitments for which the issuer holds a significant proportion of the capital
Environmental issues

5.7.3
5.7.4

242
242
Not applicableNot applicableNot applicable242
Not applicable104-108244
244
244
1; 244-246

15-22
26-31
22-23
98-99
2-3 ; 6-7; 10-11;
95-11231
24
7; 14; 26-30

7

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247

7

ADDITIONAL INFORMATION
Concordance tables

Category

248

Page

6

Organizational structure

6.1
6.2

Summary description of the Group
List of major subsidiaries

7

Examination of the financial position and results

7.1
7.1.1

Financial position
Change in results and financial position including key performance indicators of a financial and,
where appropriate, non-financial nature

7.1.2
7.2
7.2.1
7.2.2

Future development projections and research and development activity
Operating result
Significant factors, unusual and infrequent events, and new developments
Reasons for significant changes in net revenue or net income

8

Cash and capital

8.1

Information on the issuer’s capital

8.2
8.3

Origin and amount of the issuer’s cash flows
Information on the issuer’s financing needs and financing structure

8.4
8.5

Information on any restrictions on the use of capital
Information on expected sources of financing

9Regulatory environment

10Information on trends

10.1

Main trends affecting production, sales and inventories, costs and selling prices, and significant
changes in the Group’s financial performance from the end of the last fiscal year to the date ofregistration of the Universal Registration Document

98-99

10.2

Known trends, uncertainties, demands, commitments, or events that are reasonably likely to havea material effect on the issuer’s prospects for at least the current fiscal year

98-99

11

Profit forecasts or estimates

11.1
11.2
11.3

Reported profit forecasts or estimates
Statement of key forecasting assumptions
Statement of comparability with historical financial information and compliance with accounting
methods

12

Administration, management and supervisory bodies, and general management

12.1
12.2

Information about the Board of Directors and the General Management
Conflicts of interest in the administrative and management bodies and the General Management

13

Compensation and benefits

13.1
13.2

Amount of compensation paid and benefits in kind granted by the issuer or its subsidiaries
Total amounts set aside or accrued by the issuer or its subsidiaries to provide pension, retirement,or similar benefits

Guerbet • Universal Registration Document 2021

6-7; 12-13
32-33; 208-209

14; 96-98;
166-169;
215-217
14; 26-31
96-99
96-99
14; 86-88; 100;
166-169; 177;
191-194
98; 168
167-168; 181;
202; 216; 227
216; 227
168
105

98-99
Not applicableNot applicable
36-63
38-39
64-79
64-79

ADDITIONAL INFORMATION
Concordance tables

Category

Page

14

Operation of administration and management bodies

14.1

14.3
14.4
14.5

Date of expiration of the current term of office of members of the administrative, management andsupervisory bodies
Service contracts between members of the issuer’s administrative, management and supervisory
bodiesInformation on the Board’s Committees
Statement of compliance with the current corporate governance system
Potential significant impacts on corporate governance

15

Employees

15.1
15.2

Number of employees
Profit sharing and stock options

15.3

Agreements providing for employee interests in the issuer’s capital

16

Main shareholders

16.1
16.2
16.3
16.4

Shareholders who own more than 5% of the capital at the date of the Universal Registration
Document
Existence of various voting rights
Ownership or control of the issuer and measures taken to avoid abuse of this control
Agreements that could result in a change of control if implemented

17

Transactions with related parties

18

Financial information concerning the issuer’s assets, financial position and results

18.1

Historical financial information

18.1.118.1.2
18.1.318.1.418.1.518.1.618.1.7
18.2
18.3
18.4
18.5
18.5.1

Audited historical financial information for the last three fiscal years and the audit report
Change in accounting reference date
Accounting standards
Change in accounting reference framework
Financial information under French accounting standards
Consolidated financial statements
Date of latest financial information
Interim and other financial information
Audit of the annual financial information
Pro-forma financial information
Dividend policy
Description of dividend policy and any applicable restrictions

18.5.2
18.6
18.7
18.8
18.9

Amount of the dividend per share
Administrative, legal and arbitration proceedings
Significant change in financial position
Legal and arbitration proceedings
Significant change in financial or commercial position

14.2

41-57
38
59-64
80
Not applicable
6; 117-127; 200
64-79; 89-92;
198-199
86-87; 122

86-88
86-88
92
Not applicable230

96-98; 166-214
Not applicable
170-175
170-175
218-220
166-169
170
Not applicable210-214
Not applicableNot applicableNot applicable
85
104
98-99
104
98-99

Guerbet • Universal Registration Document 2021

7

249

7

ADDITIONAL INFORMATION
Concordance tables

Category

250

Page

19

Additional information

19.1
19.1.119.1.219.1.319.1.419.1.519.1.6243
86; 109243
86
Not applicableNot applicable

19.1.719.2
19.2.119.2.219.2.3

Share capital
Subscribed share capital
Securities not giving access to capital
Shares held by the issuer
Information on securities
Acquisition conditions
Information on the capital of any group member being the subject of an option or an agreement
to place it under an option, and details of said options
History of the share capital
Articles of incorporation and articles of association
Corporate purpose
Rights, privileges and restrictions attached to each share class
Measure having the effect of delaying, deferring or preventing a change of control

20

Important contracts

Not applicable

21

Available documents

Guerbet • Universal Registration Document 2021

Not applicable243
244-246
244
94
92
243

ADDITIONAL INFORMATION
Concordance tables

7.8.2

Annual financial report

The concordance table below identifies the main information provided for in Article L. 451-1-2 of the French Monetary and Financial
Code and in Article 222-3 of the General Regulation of the Autorité des Marchés Financiers.
Category

Annual financial statements
Consolidated financial statements
Management report
Buyback by the company of its own shares
Statement by the person responsible for the accuracy of the document
Statutory auditors’ report on the annual financial statements
Statutory Auditors’ report on the consolidated financial statements
Statutory Auditors’ fees
Report of the Board of Directors on corporate governancePage

215-235
166-209
95-112
100242
236-239210-214207
36

7

Guerbet • Universal Registration Document 2021

251

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Guerbet • Universal Registration Document 2021

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Photo credits: © Guerbet

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