UCB — AGM Information 2011

Apr 1, 2011

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

Regulated information

Due to the fact that the Extraordinary General Meeting of 31 March 2011 did not have the quorum required by law to be properly constituted, the shareholders are invited to attend a new Extraordinary General Meeting, which will be held on Thursday, 28 April 2011, at 10:30 a.m., at the registered office, for the purpose of considering the items shown on the agenda set out below :

1. Amendment of the articles of association in order to set the term of the office of the director up to four (4) years Proposal of resolution:

The general meeting resolves to amend the first paragraph of article 15 of the articles of association as follows in order to set the term of the office of the director up to four (4) years:

The company shall be managed by a board of directors having at least three members, whether shareholders or not, appointed for four years by the general meeting and at all times subject to dismissal by the general meeting.

2. Amendment of the articles of association in order to provide for the incorporation of a remuneration and nomination committee

Proposal of resolution:

The general meeting resolves to replace the first paragraph of article 20 of the articles of association by the following text in order to provide for the incorporation of a remuneration and nomination committee:

The board of directors creates from amongst its members consultative committees within the meaning of the Companies Code and more specifically:

• An audit committee in accordance with article 526bis of the Companies Code with, in particular, the tasks set out in that article; and,
• A remuneration and nomination committee in accordance with article 526quater of the Companies Code with, in particular, the tasks set out in that article.

3. Amendment of the articles of association in order to adapt them to the law with regard to the exercise of some rights of shareholders in the listed companies

Proposal of resolution:

The general meeting resolves to amend the articles of association as follows in order to adapt them to the future law with regard to the exercise of some rights of shareholders in listed companies:

Article 34: to replace the current text by the following:

The notice of any general meeting shall contain the mentions provided for by article 533bis of the Companies Code. Notice of meetings shall be given by announcement inserted in:

• a) In the "Moniteur Belge", at least thirty days before the meeting;
• b) In a national paper, at least thirty days before the meeting; and,
• c) In media as may reasonably be relied upon for the effective dissemination of information to the public throughout the European Economic Area, ensuring fast access to the information on a non-discriminatory basis, at least thirty days before the meeting.

In the event that it is necessary to issue a further notice of meeting, insofar as (i) the formalities provided by the above paragraph have been complied with, (ii) the date of the second meeting has been indicated in the first notice of meeting and (iii) the agenda does not contain any new subject to be dealt with, the two time limits provided by the foregoing subparagraphs for the insertion of announcements relating to the second meeting shall be reduced to at least seventeen days before the meeting.

Thirty days before the meeting, letters shall be sent out to registered shareholders, registered holders or owners of subscription rights, holders of registered certificates issued by the company, directors and auditors, without it being necessary to prove that this formality has been carried out ; these letters shall be sent by ordinary post unless addresses agree individually, expressly and in writing to have notices of meeting sent to them by other means.

The company may not invoice the shareholders specific costs in consequence of the application of this article.

For a continuous period beginning on the date of the publication of the notice of meeting and until the day of the general meeting, the company shall make available, on its website, the information and documents provided by the Companies' Code.

Article 35: to replace the current text by the following:

The shareholders are admitted to the general meeting and may exercise their voting rights if they have recorded their shares on the fourteenth day preceding the general meeting, at midnight (Belgian time), either

by registration of the shares in the shareholders' register of registered shares or by registration in the accounts of an authorized custody account keeper or clearing institution or by delivering the bearer shares to a financial intermediary, regardless of the number of shares it owns on the date of the general meeting.

The shareholder shall notify its wish to attend the general meeting at the latest on the sixth calendar day preceding the date of the general meeting.

Article 36: the three first paragraphs of this article are replaced by the following text: Any shareholder can be represented to the general meeting by a proxy of his choice. Article 39: the following text is inserted as fourth paragraph:

The minutes of the general meetings mention for each decision the number of shares for which votes have been validly cast, the proportion of the share capital represented by those votes, the total number of votes validly cast for and against each decision and, if applicable, the number of abstentions. This information are publicized on the website of the company within the fifteen days following the general meeting.

Article 40: this article is replaced by the following text:

Whatever are the items on the agenda, the board of directors has the right to prorogue any ordinary general or other meeting. It can use this right at any moment, but only after the opening of the discussions. Its decision must be notified to the general meeting before the closure of the meeting and be mentioned in the minutes. This notification involves the annulment of all decisions of whatever nature adopted in the course of the meeting. The shareholders must be given notice of a further meeting five weeks later, with the same agenda. The formalities completed to attend the first meeting and, as the case may be, procurations, will remain valid for the second meeting. New deposits will be permitted within the periods laid down by the statutes.

Article 42: the second and fourth paragraphs of this article are respectively replaced by the following texts:

• The documents, together with the management report of the board of directors, shall be submitted to the auditor(s) forty-five (45) days before the Ordinary General Meeting.
• The annual accounts and the other documents listed in article 553 of the Companies Code shall be made available to the shareholders at the company's registered office, where they can be consulted and copied for at least thirty (30) days.

Resolution (i) that the modifications to the Articles of Association provided for in section 3 shall (a) be made under the condition precedent that the law implementing Directive 2007/36/EC on the exercise of certain rights of shareholders in listed companies is published in the Belgian State Gazette and (b) enter into force on the date on which such law would provide that such modifications enter into force, it being understood that this proposed resolution 3 shall not be submitted to the vote of the extraordinary general meeting of shareholders in the event that such law is published before the extraordinary general meeting which effectively deliberates upon this item; and (ii) to grant to two directors of the Company, acting jointly, with the power to sub-delegate, the power to acknowledge the realisation of the condition precedent and to draw up the coordinated text of the articles of association accordingly.

4. Powers

Proposal of resolution:

Resolution to confer to the notary, with the right of subdelegate, to the drawing up of the coordinated articles of association and to make the formalities with a guichet d'entreprises and, if necessary, of the services of the Added Value Tax.

In order to attend this meeting, the holders of bearer shares need to deposit these shares, at the latest by Saturday, 23rd 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, 23rd 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, 25th April 2011, at the latest.

THE BOARD OF DIRECTORS,