UCB — AGM Information 2012

Mar 23, 2012

REPORT OF THE BOARD OF DIRECTORS

TO THE GENERAL SHAREHOLDERS MEETING OF 26 APRIL 2012

Ladies and Gentlemen,

In accordance with the legal and statutory requirements, we are pleased to present to you our report on the activities of our company during the previous year and submit to you, for your approval, the annual accounts of UCB SA for the year ended 31 December 2011.

UCB SA is the parent company of the UCB Group and serves as a holding company, managing the activities of the Group's affiliates worldwide.

Please refer to the Annual Report 2011 for an overview of the activities and results of the Company and the Group.

Major events during the year 2011

With the full support of its banks, UCB's credit facility has been amended during the last 2011 quarter.

With the full support of its banks, UCB's credit facility has been amended during the last 2011 quarter. UCB entered into negotiations with its core-relationship banks as a result of an improvement in general loan market conditions earlier in 2011. The amendment resulted in an extension of the maturity of the credit facility from 2015 to 2016, reduced margin and the removal of all financial covenants.

In finalizing the amendment, total costs of $\epsilon$ 3,691,261 were incurred. These costs were added to the remaining balance of unamortized costs of $\epsilon$ 14.632.574, resulting in a monthly amortization of € 305,397 for the period October 2011 to September 2016.

In addition to the existing credit line of $\epsilon$ 1,000,000,000, a further $\epsilon$ 85,000,000 bilateral committed credit facility will be linearly declining from 2016 to 2025. The use of the credit facility is recorded as bank overdraft at the Group level. This credit facility will be used outside Belgium.

In March 2011 UCB launched an offering of perpetual subordinated bonds.

In line with the steps the company had taken in 2009 to restructure its debt, UCB SA has launched in March 2011 an offering of fixed-to-floating rate perpetual subordinated securities for € 300,000,000.

The purpose of this initiative is the same as in 2009; diversify the financing sources and extend the maturity of the debt to better align it to the company's expected cash flow. The bonds were placed through an accelerated book building placement with institutional investors in Europe.

The placement amounts to $\epsilon$ 300,000,000, the perpetual subordinated bonds have been issued at 99.499 per cent and offer investors a coupon of 7.75% per year during the first five years.

The bonds are undated but UCB SA will have the right to redeem the bonds on the 5^th anniversary of their issue, in 2016 and each quarter thereafter. The interest payment date is 18 March. The bonds are listed on the Luxemburg Stock Exchange.

UCB SA has realized a capital gain of $\epsilon$ 1,071,962,795 from the sale of its shareholding in the capital of one of its subsidiaries, UCB Holding Inc., to another subsidiary, UCB Finance NV.

Under an agreement signed November 15, 2011 UCB SA sold 100% of its shareholding in UCB Holdings Inc. to UCB Finance NV. The purchase price of the shares under this agreement was € 1,139,600,000. The capital gain on this sale amounts to $\epsilon$ 1,071,962,795 and has been recorded under the exceptional results.

UCB SA increased its participation in UCB Finance NV.

On December 22, 2011, the authorized share capital of UCB Finance NV was increased by € 3,174,000,000 to bring it from € 675,000,000 to € 3,849,000,000; the issued capital has been increased by € 1,139,379,244 to bring it from € 242,306,550 to € 1,381,685,794 by increase of the par value of the shares from $\epsilon$ 450 to $\epsilon$ 2,566.

Acquisition of own shares and options on UCB Shares.

Within the framework of a hedge for (i) future exercises of the options held by the UCB's employees and (ii) the convertible bond, UCB SA engaged the following activities relating to its own shares during 2011:

• Acquisition during year 2011: 4,699,923 shares representing 2.56 % of the capital and a par value of € 14,099,769; acquired for a total of € 147,484,330.97;
• Sales during year 2011: 704.733 shares representing 0.38 % of the capital and a par $\ddot{\phantom{a}}$ value of € 2,114,199; sold for a total of € 22,114,633.58.

On December 31st, 2011 UCB SA held 3,995,190 of own shares representing 2.18 % of the capital and a par value of $\epsilon$ 11,985,570. The amount reported in the balance sheet under the section "own shares" represents € 125,369,696.42.

In the same context UCB SA also acquired during year 2011 2,200,000 call options for a total amount of € 13,513,524.

Major events after the balance sheet date

On February 27, 2012 UCB SA has sold 1,227,893 shares in UCB SA held on December 31, 2011. These shares are eligible for the payment of the dividend related to the year 2011.

Results of UCB SA and proposed distribution

The operations of UCB SA generated in 2011 a net profit of € 1,201,808,123 after tax compared to € 219,220,327 in 2010. This profit includes exceptional profits for € 972,590,290.

Balance Sheet of UCB SA at 31 December 2011

On the balance sheet of UCB SA at 31 December 2011, the total assets and liabilities amounted to € 9,130,307,609, as compared to € 7,980,207,150 at the end of 2010.

After taking into account the profit of € 148,347,893 brought forward from the previous year, the balance available for distribution amounts to $\epsilon$ 1,350,156,016. The Board proposes for your approval the following distribution:

1. Distribution to shareholders of a gross dividend of		$\epsilon$ 180,597,755
2. Transfer to legal reserves
3. Transfer to distributable reserves		€ 1,025,000,000
4. Carried forward		€ 144,558,261
		€ 1,350,156,016

Given the fact that the activities of the company are limited to holding activities, the company is not exposed to credit risk. In order to meet its liquidity long term requirements, UCB SA had unutilized committed facilities available in the order of € 1,000 million at 31 December 2011.

In accordance with legal requirements, the balance sheet submitted for your approval has been drawn up on the basis of the above proposed distribution. If you approve, the net dividend will be € 0.75 per share, against delivery of coupon No. 14 for the bearer shares, compared with € 0.735 last year. This amount takes into account a withholding tax of 25%. Coupon No. 14 will be payable as from 3 May 2012 at the following financial institutions: KBC Bank SA, Havenlaan, 12 at 1080 Brussels, and BNP Paribas Fortis SA, Montagne du Parc, 3 at 1000 Brussels.

In application of the law, you will have to grant discharge, by special vote, to the Directors and Auditor.

Financial instruments, risks of credit, risks of liquidity and risk of treasury

Please refer to the UCB Group 2011 Annual Report, Financial Report, Notes to the Consolidated Financial Statements, Point 3 "Financial Risks Management".

Activities in the area of research and development

The activities of the company are holding activities.

Branches of UCB SA

The Company does not have any branches.

Corporate Governance Statement

This report is included in the UCB Group 2011 Annual Report, herewith attached.

Roch Doliveux Chief Executive Officer and Director

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Karel Boone Chairman of the Board