UCB — AGM Information 2013

Mar 26, 2013

REPORT OF THE BOARD OF DIRECTORS

TO THE GENERAL SHAREHOLDERS MEETING OF 25 APRIL 2013

Dear Madam, Dear Sir,

In accordance with the legal and statutory requirements, we are pleased to present 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^st December 2012.

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 2012 for an overview of the activities and results of the Company and the Group.

Major events during the year 2012

Disposal of UCB (Investments) Ltd (UK)

During the second quarter 2012, UCB SA sold to UCB Lux S.A. (Luxembourg) its investment in UCB (Investments) Ltd (UK) amounting to € 145,7 million. The capital gain on the disposal amounted to €94,3 million.

Increase in capital of UCB Farma Brasil Ltda

During the second quarter 2012 UCB SA participated to an increase in capital of UCB Farma Brasil Ltda amounting to \$ 82,5 million ( $\epsilon$ 64,8 million). The cash is used to finance the Meizler acquisition in Brazil.

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 2012 :

• During the first quarter 2012 UCB SA purchased 1 million shares representing 0,5 % of the capital in a simultaneous transaction with three counterparties for an amount of $\epsilon$ 32,9 million;
• During the first quarter 2012 UCB SA has purchased 2,6 million options on own shares with various maturity dates in 2015 for an amount of $\epsilon$ 12,1 million. In a related transaction, UCB SA sold 1,2 million own shares representing 0,65 % of the capital to the same counterparty for an amount of € 37,4 million.

On 31^st December 2012, UCB SA held 801.706 of own shares representing 0,44 % of the capital and a par value of € 2.405.118. The amount reported in the balance sheet under the section "own shares" represents € 28.122.743,56.

Sales and Repurchase of own shares

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In June 2012, UCB SA sold 2,5 million own shares and simultaneously signed a 6 million forward purchase contract for the same 2,5 million own shares at the same time with the same counterparty. The contract was rolled end of December 2012 for a period of 6 months. This transaction is considered as a "Repurchase agreement". The sales of own shares (€97 million) is not derecognized from Balance sheet. The cash received from the bank is recognized against a short-term financial liability (€ 97 million).

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Purchase by UCB SA of $\epsilon$ 70 million equity options equivalent to the equity options embedded in the convertible Bond

During the second quarter, UCB S.A. (Luxembourg) purchased on the market $\epsilon$ 70 million of the convertible bonds of UCB SA.

Repurchase of the Convertible option from UCB Lux S.A.

During Q4 2012, UCB SA repurchased the conversion option on own equity amounting to € 19,4 million to UCB Lux S.A. (Luxembourg). The conversion option is fair valued and amounts to € 14,6 million as of 31^st December 2012.

Change in accounting policies

On 1st January 2012, UCB SA changed in accounting policies for own shares. Own shares were previously accounted using the weighted average cost method. Since 1^st January 2012, own shares are accounted for using the First In First Out (FIFO) method. Own shares acquired before 31^st December 2011 and still in portfolio at 31^st December 2012 remain valued using the weighted average cost method. The impact of this change in accounting policies is not significant.

Major events after the balance sheet date

none

Conflicts of interest met during the year

There were no transactions or contractual relationships in 2012 between UCB, including its affiliated companies, and a member of the Board, giving rise to conflicts of interest, other than that Tom McKillop did not participate in the discussion regarding granting him an exception to the age limit which is stipulated in article 3.2.4. of the Corporate Governance Charter.

Concerning the long term incentive, please be aware to the point 1.4. (Remuneration report) in the consolidated annual report of 2012.

Results of UCB SA and proposed distribution

The operations of UCB SA generated in 2012 a net profit of $\epsilon$ 323.182.270 after tax compared to € 1.201.808.123 in 2011. The profit in 2011 includes exceptional profits for $€$ 972.590.290.

Balance Sheet of UCB SA at 31^st December 2012

On the balance sheet of UCB SA at 31^st December 2012, the total assets and liabilities amounted to € 9.173.825.810, as compared to € 9.130.307.609 at the end of 2011.

After taking into account the profit of € 144.558.261 brought forward from the previous year, the balance available for distribution amounts to $\epsilon$ 467.740.531. The Board proposes for your approval the following distribution:

1. Distribution to shareholders of a gross dividend of
2. Transfer to legal reserves
3. Transfer to distributable reserves
4. Carried forward
	€ 467.740.531

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 $\epsilon$ 1.000 million at 31^st December 2012.

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 € 0,765 per share, against delivery of coupon N° 16 for the bearer shares, compared with € 0,75 last year. This amount takes into account a withholding tax of 25%. Coupon N° 16 will be payable as from 7 May 2013 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 2012 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 have not any branches.

Corporate Governance Statement

This report is included in the UCB Group 2012 Annual Report, herewith attached.

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Roch Doliveux Chief Executive Officer and Director

Mayr Gerhard Chairman of the Board

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