UCB — AGM Information 2014

Mar 25, 2014

REPORT OF THE BOARD OF DIRECTORS

TO THE GENERAL SHAREHOLDERS MEETING OF 24 APRIL 2014

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 2013.

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 2013 for an overview of the activities and results of the Company and the Group.

Major events during the year 2013

Increase in capital of UCB SA

In 2013, the share capital has been increased further to the last exercise of warrants (long term incentives plans for employees) issued in 1999 and 2000 respectively. As a result, 52.300 new shares were issued on 5 March 2013 and 9.800 new shares on 14 June 2013.

Increase in capital of UCB Farma Brasil Ltda

During the second and fourth quarter 2013 UCB SA participated to an increase in capital of UCB Farma Brasil Ltda amounting to € 16,9 million. The cash is used to finance its subsidiary Meizler-UCB Biopharma in Brazil.

Sales and Repurchase of own shares

In 2013, UCB SA sold 2,5 million own shares (2,3 million shares in May 2013 and 200.000 shares in June 2013) and simultaneously signed a forward purchase contract for 6 months and for the same 2,5 million own shares at the same time with the same counterparty. At 31 December 2013, the number of shares was 2,1 million of own shares. This transaction is considered as a "Repurchase agreement". The sales of own shares ( $\epsilon$ 94 million) is not derecognized from Balance sheet. The cash received from the bank is recognized against a short-term financial liability ( $\epsilon$ 94 million).

On 31^st December 2013, UCB SA held 266.444 of own shares representing 0,15 % of the capital and a par value of € 799.625. The amount reported in the balance sheet under the section "own shares" represents € 8.529.466,95.

New 7-year 3,75% fixed rate retail bond amounting $\epsilon$ 250 million

In March 2013, UCB SA completed a public offering of € 250 million bonds, in the form of a retail public offering under its established EMTN program. The bonds were issued at 101,875% of the nominal value. The retail bond has a coupon of 3,75% per annum and an effective interest rate of 3,444% per annum. The bonds have been listed on the regulated market of the NYSE Euronext Brussels.

New institutional eurobond amounting $\epsilon$ 350 million

In September 2013, UCB SA completed an offering of $\epsilon$ 350 million senior unsecured bonds, due January 2021, issued under its EMTN program. The bonds were issued at 99,944% and will be redeemed at 100% of their principal amount. These bonds carry a coupon of 4,125% per annum while their effective interest rate is 4,317% per annum. The bonds have been listed on the NYSE Euronext Brussels.

Public exchange of part of the $\epsilon$ 750 million retail bond maturing in 2014

In September 2013, UCB SA launched an unconditional public exchange offer for a maximum of € 250 million out of the € 750 million retail bonds maturing in November 2014. A total of 175.717 bonds were tendered in the exchange offer, representing a nominal amount of € 176 million. The exchanged bonds mature in October 2023 and carry a coupon of 5,125% per annum, while their effective interest rate is 5,398% per annum.

The 574.283 remaining retail bonds, amounting € 574 million and maturing in 2014, were reclassed from long term unsubordinated debentures, to short term unsubordinated debentures.

Liquidation of the company Société Financière UCB SA - Luxembourg

In December, the company Société Financière UCB SA - Luxembourg was set in liquidation. End of December, the company has already paid the sum of $\epsilon$ 176 million, including $\epsilon$ 4 million as Capital reimbursment (participations) and $\epsilon$ 172 million as distribution liquidation (dividends).

Increase of the participation in UCB Lux SA

On 20 December 2013, the company Société Financière UCB SA (in liquidation) - Luxembourg - sold its participation in the company UCB Lux SA to UCB SA. The number of the share amounted to 5.007.405 shares and was sold for the sum of € 159,7 million.

Reimbursement Joan to Fin UCB SA

In December 2013, UCB SA repaid the € 1.015 million loan to Fin. UCB SA. Fin. UCB SA was liquidated as per end December 2013.

Change in accounting policies

None

Major events after the balance sheet date

On 21 January 2014 UCB SA announced that, in accordance of the Terms and Conditions of its € 500 million 4,50% convertible bonds due 2015 (ISIN BE6000386639) and with the decision of 16 January 2014, the Company has exercised its option under condition 6(b) to redeem all outstanding Bonds on 12 March 2014 at par together with interest accrued to that date. As alternative to the redemption of the Bonds, each Bondholder may exercise its Conversion Right in accordance with Condition 5(h).

Conflicts of interest met during the year

There were no transactions or contractual relationships in 2013 between UCB, including its affiliated companies, and a member of the Board, giving rise to conflicts of interest, other than conflics mentioned in paragraph 1.9. of the consolidated Annual Report. It can also be mentioned that in accordance with internal rules, P. Fellner did not participate in the deliberations and decisions concerning relations between UCB and Biotie Therapies, of which M. Peter Feller is also Director.

Concerning the long term incentive, please be aware to the point 1.4. (Remuneration report) in the consolidated Annual Report of 2013.

Results of UCB SA and proposed distribution

The operations of UCB SA generated in 2013 a net profit of € 193.384.804 after tax compared to € 323.182.270 in 2012. The profit in 2012 includes exceptional profits for € 94.348.918.

Balance Sheet of UCB SA at 31^st December 2013

On the balance sheet of UCB SA at 31^st December 2013, the total assets and liabilities amounted to € 9.581.462.704, as compared to € 9.173.825.810,5 at the end of 2012.

After taking into account the profit of $\epsilon$ 131.358.740 brought forward from the previous year, the balance available for distribution amounts to € 324.743.545. The Board proposes for your approval the following distribution:

• Distribution to shareholders of a gross dividend of $\epsilon$ 1,04 per shares; $1$
• Transfer to legal reserves for an amount of $\epsilon$ 18.630; $\mathcal{P}$
• 1. Carry forward the balance.

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 2013.

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 € 0,78 per share, against delivery of coupon N° 17, compared with € 0,765 last year. This amount takes into account a withholding tax of 25%. Coupon N° 17 will be payable as from 5 May 2014 at the following financial institutions: KBC Bank SA, Havenlaan 12 at 1080 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 2013 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 has no branches.

Corporate Governance Statement

This report is included in the UCB Group 2013 Annual Report, herewith attached.

Roch Doliveux Chief Executive Officer and Director

Mayr Gerhard

Chairman of the Board