UCB — AGM Information 2011

Apr 1, 2011

{0}------------------------------------------------

UCB

Société anonyme Allée de la Recherche, 60 1070 Brussels, Belgium RPM 0403.053.608

Regulated information

The shareholders are invited to attend the Annual General Meeting, which will be held on Thursday, 28 April 2011, at 11:00 a.m. at the registered office, for the purpose of considering the items shown on the agenda set out below:

Ordinary business

• 1. Report of the Board of Directors (*)
• (*)Report available athttp://www.ucb.com/investors/calendar.asp
• 1. Reports of the Auditor
• 1. Presentation of the consolidated accounts of the UCB Group
• Approval of the annual accounts of UCB S.A. and allocation of profits or losses Proposed resolution: the General Meeting approves the annual accounts of UCB S.A. at 31.12.2010 and the allocation of the profits or losses reflected therein.
• 1. Discharge of the Directors

Proposed resolution: the General Meeting gives a discharge to the Directors.

1. Discharge of the Auditor

Proposed resolution: the General Meeting gives a discharge to the Auditor.

1. Appointments pursuant to the Articles of Association

Proposed resolutions:

• 6.1. The General Meeting renews the appointment as Director of Evelyn du Monceau(*), which is due to expire, for the period of four years as provided by the Articles of Association.
• 6.2. The General Meeting renews the appointment as Director of Arnoud de Pret(*), which is due to expire, for the period of four years as provided by the Articles of Association.
• 6.3. The General Meeting renews the appointment as Director of Jean-Pierre Kinet(*), which is due to expire, for the period of four years as provided by the Articles of Association.
• 6.4. The General Meeting acknowledges the position of Jean-Pierre Kinet as an independent Director according to the law, satisfying the independence criteria provided by law and by the Board of Directors.
• 6.5. The General Meeting renews the appointment as Director of Thomas Leysen(*), which is due to expire, for a period of one year, following his request to be prolonged for one year only in view of the new commitments he has taken on.
• 6.6. The General Meeting acknowledges the position of Thomas Leysen as an independent Director according to the law, satisfying the independence criteria provided by law and by the Board of Directors.
• 6.7. The General Meeting renews the appointment as Director of Gerhard Mayr(*), which is due to expire, for the period of four years as provided by the Articles of Association.
• 6.8. The General Meeting acknowledges that Gerhard Mayr fulfils all independence criteria mentioned in Article 526ter of the Companies Code and has the competencies in accounting and audit matters as required by Article 526bis §2 of same Code. He is reappointed as Independent Director in the meaning of this legal provision.
• 6.9. The General Meeting renews the appointment as Director of Norman J. Onstein(*), which is due to expire, for the period of four years as provided by the Articles of Association.
• 6.10. The General Meeting acknowledges the position of Norman J. Onstein as an independent Director according to the law, satisfying the independence criteria provided by law and by the Board of Directors.
• 6.11. The General Meeting renews the appointment as Director of Bridget van Rijckevorsel(*), which is due to expire, for the period of four years as provided by the Articles of Association.

^(*) Curriculum vitae available at http://www.ucb.com/investors/calendar.asp

{1}------------------------------------------------

Special business

1. Programme of free allocation of shares:

This authorisation from the General Meeting is not required by law but is recommended in order to insure transparency and in accordance with UCB's Charter of Corporate Governance. Proposed resolution:

The General Meeting approves the decision of the Board of Directors to allocate a number of 300,000 to 375,000 maximum free shares:

• − of which 150,000 maximum to Senior Executives, namely to about 33 individuals, according to allocation criteria linked to the level of responsibility of those concerned. The allocations of these free shares will take place on completion of the condition that the interested parties remain employed within the UCB Group for a period of at least 3 years after the grant of awards;
• − of which 150,000 maximum to Senior Executives qualifying for the Performance Share Plan and for which payout will occur after a three year vesting period and will vary from 0% to 150% of the granted amount depending on the level of achievement of the performance conditions set by the company at the moment of grant.
• 1. Hybrid Bond of EUR 300 million issued by UCB S.A. (the « Company ») Change of control provisions Proposed resolution:
• Pursuant to Article 556 of the Belgian Companies Code, the General Shareholders' meeting provides to Bondholders, in accordance with the Terms and Conditions of the Hybrid Bonds, certain rights likely to affect the Company' assets or which could give rise to a debt of or a commitment by the Company, subject to a change of control over the Company.
• "Pursuant to article 556 of the Belgian Company Code, the General Shareholders' meeting approves Condition 4 (h) (Step-up after Change of Control) of the Terms and Conditions applicable to the EUR 300 million Fixed-to-Floating Rate Perpetual Subordinated Securities issued on 18 March 2011 which provides that, in case of a change of control (as such concept is further defined in the Terms and Conditions) over the Company, the applicable interest rate shall be increased by 500 basis points unless the Company elects to repay the Bonds at that time."

In order to attend this meeting, the holders of bearer shares need to deposit these shares, at the latest by Saturday, 23 April 2011, at the registered office or agencies of KBC Bank N.V. Bearer shares thus deposited are placed on an account and will not be returned in physical form.

Holders of dematerialized shares must, at the latest by Saturday, 23 April 2011, deposit at the registered office or agencies of KBC Bank N.V., a certificate drawn up by the recognised account holder or by the clearing house, attesting to the non-availability of the shares until the date of the meeting.

Shareholders who wish to be represented need to deposit their proxy form at the registered office of the company by Monday, 25 April 2011, at the latest.

THE BOARD OF DIRECTORS,