UCB — AGM Information 2018

May 8, 2018

COMPANY DEED OF : 26/ 04 / 2018

ACG/20028-029 FREE TRANSLATION

UCB

public limited liability company With registered office at Anderlecht (1070 Brussels), Allée de la Recherche 60

Judicial district of Brussels

Companies number 0403.053.608

Companies Register Brussels, French section

***

Incorporated pursuant to a notarial deed of the public notary Edouard Van Halteren, residing in Brussels, on May 26th 1925, published in the appendices to the Moniteur belge [Belgian Official Journal] of fifteen/sixteen June under number 7798.

The articles of association have been amended for the last time to a notarial deed of the notary Damien HISETTE, associate notary in Brussels, on April 28th 2016, published in the appendices to the Moniteur belge [Belgian Official Journal] under number 2014-05-16 / 0071431.

RENEWAL OF THE AUTHORIZED CAPITAL AUTHORIZATION TO ACQUIRE OWN SHARES AMENDMENT OF THE ARTICLES OF ASSOCIATION

IN THE YEAR TWO THOUSAND EIGHTEEN. On April twenty-sixth,

In front of Damien HISETTE, associate notary in Brussels (fourth administrative district), member of "Van Halteren, Notaires Associés », in 1000 Brussels, rue de Ligne 13.

In Schaerbeek, boulevard Auguste Reyers 80.

Was held the extraordinary general meeting of the shareholders of the public limited liability company UCB, having its registered office at Anderlecht (1070 Brussels), Allée de la Recherche 60, hereafter named the 'Company'.

-* BUREAU *-

The meeting is opened at 12.20 PM under the chairmanship of Mrs. Evelyn du MONCEAU, residing at […], in presence of the notary.

The Chair appoints as secretary Mr. Xavier MICHEL, residing at […].

The Chair appoints as scrutinizers:

• Mr. Cyril JANSSEN, residing at […]; and,

• Mr. Charles-Antoine JANSSEN, residing at […].

The directors who are present complete the bureau.

-* Composition of the meeting *-

Are present or represented at the meeting, the shareholders whose identity and the number of shares they hold, are recorded in the attached attendance list, that is executed by all the present shareholders and proxy holders, the members of the bureau and the public notary.

The mentioned proxies are attached to these minutes.

-* Statement of the Chair *-

The Chair states that :

I. Agenda.

The present meeting has the following agenda :

E.1. Special Report of the Board of Directors

Submission of the special report prepared by the Board of Directors in accordance with article 604 of the Belgian Companies Code in which the Board requests the renewal of its powers in relation to the authorized capital and indicates the special circumstances where it may use its powers under the authorized capital and the purposes that it shall pursue.

E.2. Renewal of the powers of the Board of Directors under the authorized capital and amendment to article 6 of the Articles of Association

It is proposed to the General Meeting to renew the two (2) year authorization granted by the General Meeting of 28 April 2016 to the Board of Directors for another two years, to decide, under the authorized capital, to increase the capital of the Company, within the limits of article 603, section 1 of the Belgian Companies Code, with an amount of up to 5% of the share capital (calculated at the time of use of this authorization) in case of cancellation or limitation of the preferential subscription rights of the shareholders, or with an amount of up to 10% of such amount in case there is no limitation nor cancellation of the preferential subscription rights of existing shareholders. For further information on the use and purposes of the authorized capital, please refer to the special report of the Board of Directors prepared in accordance with article 604 of the Belgian Companies Code.

Proposed resolution:

The General Meeting resolves to renew the two year authorization to the Board of Directors to increase the capital of the Company within the framework of the authorized capital for another two (2) years, and to amend the relevant paragraph of article 6 of the Articles of Association accordingly to reflect this renewal.

Subject to the approval of this resolution, the text of article 6 of the Articles of Association of the Company will be amended as follows:

"Article 6

The capital of the company can be increased one or more times by a decision of a General Meeting of shareholders constituted under the conditions required to modify the Articles of Association.

The Board of Directors is authorized to increase the company's share capital amongst other by way of the issuance of shares, convertible bonds or warrants, in one or more transactions, within the limits set by law,

i. with up to 5% of the share capital at the time of the decision of the Board of Directors to make use of this authorization, in the event of a capital increase with cancellation or limitation of the preferential subscription rights of the shareholders (whether or not for the benefit of one or more specific persons who are not employees of the company or of its subsidiaries),

ii. with up to 10% of the share capital at the time of the decision of the Board of Directors to make use of this authorization, in the event of a capital increase without cancellation or limitation of the preferential subscription rights of the existing shareholders.

In any event, the total amount by which the Board of Directors may increase the company's share capital by a combination of the authorizations set forth in (i) and (ii) above, is limited to 10% of the share capital at the time of the decision of the Board of Directors to make use of this authorization.

The Board of Directors is moreover expressly authorized to make use of this authorization, within the limits as set out under (i) and (ii) of the second paragraph above, for the following operations:

1. a capital increase or the issuance of convertible bonds or warrants with cancellation or limitation of the preferential subscription rights of the existing shareholders;

2. a capital increase or the issuance of convertible bonds with cancellation or limitation of the preferential subscription rights of the existing shareholders for the benefit of one or more specific persons who are not employees of the company or of its subsidiaries;

3. a capital increase by incorporation of reserves.

Any such capital increase may take any and all forms, including, but not limited to, contributions in cash or in kind, with or without share premium, or

incorporation of reserves and/or share premiums and/or profits carried forward, to the maximum extent permitted by the law.

Any decision of the Board of Directors to use this authorization requires a 75% majority within the Board of Directors.

This authorization is granted for a period of two (2) years as from the date of the publication in the appendices to the Belgian Official Gazette of the resolution of the extraordinary shareholders meeting held on 26 April 2018.

The Board of Directors is empowered, with full power of substitution, to amend the Articles of Association to reflect the capital increases resulting from the exercise of its powers pursuant to this article."

E.3 Acquisition of own shares – renewal of authorization

In accordance with article 12, al.2 and following of the Articles of Association of the Company, it is proposed to the General Meeting to renew the authorization granted the Board of Directors, for a period of two years (and two months) expiring on 30 June 2020, to acquire own shares for up to 10% of the total number of shares of the Company. This authorization would replace the current authorization granted by the extraordinary General Meeting of 28 April 2016 and expiring on 30 June 2018. As per the previous years, the Board of Directors currently intends to use this authorization mainly to service the Long Term Incentive Plans of the UCB Group for employees and management.

Proposed resolution:

The Board of Directors is authorized to acquire, directly or indirectly, whether on or outside of the stock exchange, by way of purchase, exchange, contribution or any other way, up to 10% of the total number of Company's shares as calculated on the date of each acquisition, for a price or an exchange value per share of maximum the highest price of the Company's shares on Euronext Brussels on the day of the acquisition and minimum one (1) euro, without prejudice to article 208 of the royal decree of 31 January 2001. As a result of such acquisition(s), the Company, together with its direct or indirect subsidiaries, as well as persons acting on their own behalf but for the account of the Company or its direct or indirect subsidiaries, can hold no more than 10% of the total number of shares issued by the Company at the moment of the acquisition concerned. This authorization is granted for a period starting as of the date of the General Meeting approving it and expiring on 30 June 2020. The authorization granted to the Board of Directors pursuant to this article extends to any acquisitions of the Company's shares, directly or indirectly, by the Company's direct subsidiaries as defined in article 627 of the Companies Code. This authorization replaces as of the date of the General Meeting approving it the authorization granted by decision of the extraordinary shareholders meeting of the Company held on 28 April 2016. As the case may be, any disposal of own shares by the Company or its direct subsidiaries will be made pursuant to the authorization granted to the Board of Directors as set forth in article 12 in fine of the Articles of Association of the Company.

II. Convening.

The convocations, mentioning the agenda, have been made in accordance with article 533 of the Belgian Companies' Code by way of publication in:

1/ the Belgian State Gazette on 23 March 2018;

2/ the newspapers "L'Echo" en "De Tijd" on 23 March 2018;

The Chair sets down the documents evidencing the convocation on the bureau.

The convocation have also been made through Nasdaq OMX and on the website of the Company since 23 March 2018.

The holders of registered shares, the directors and the auditor were convened by a plane letter or email (only for those who have individually, expressly and in written agreed to be convened by e-mail) sent to them on 23 March 2018, letter or e-mail of which a copy is set down on the bureau.

III. Admission to the meeting.

In order to be admitted to the general meeting, the shareholders, present or represented, have fulfilled the admission formalities as provided in article 35 of the articles of incorporation.

IV. Quorum.

In order to validly deliberate on the items of the agenda, half of the share capital must be present or represented at the meeting.

In accordance with article 543 of the Companies' Code, considering the ownership of 6.158.974 own shares by UCB and her direct and indirect subsidiaries, only 188.346.684 out of the 194.505.658 existing shares will be taken into account for the determination of the attendance requirements.

It results from the attendance list attached to these minutes that this meeting represents 145.361.584, being more than the half.

V. Voting rights - Majority.

Pursuant to the articles of association, each share is entitled to one (1) vote.

Pursuant to article 558 of the Companies' Code, in order to be validly adopted, the resolution on item E.2. on the agenda must be adopted with a majority of three-quarters of the votes.

Pursuant to article 559 of the Companies' Code, in order to be validly adopted, the resolution on the items E.3. on the agenda must be adopted with a majority of four-fifths of the votes.

VI. Report

The Board of Directors has drafted a report according to article 604 of the Companies' Code.

An exemplar of that report shall remain annexed hereto.

VII. Validity of the meeting

Consequently, the present meeting is validly composed to deliberate on the items on the agenda.

The meeting acknowledges the correctness of the account of the Chair.

-* DECISIONS AND RESOLUTIONS *-

Having commented on the items on the agenda, the Chair asked the General Meeting to pass the following resolutions:

FIRST RESOLUTION – item E.2. on the agenda

The General Meeting resolves to renew the two year authorization to the Board of Directors to increase the capital of the Company within the framework of the authorized capital for another two (2) years, and to amend the relevant paragraph of article 6 of the Articles of Association accordingly to reflect this renewal.

Subject to the approval of this resolution, the text of article 6 of the Articles of Association of the Company will be amended as follows:

"Article 6

The capital of the company can be increased one or more times by a decision of a General Meeting of shareholders constituted under the conditions required to modify the Articles of Association.

The Board of Directors is authorized to increase the company's share capital amongst other by way of the issuance of shares, convertible bonds or warrants, in one or more transactions, within the limits set by law,

i. with up to 5% of the share capital at the time of the decision of the Board of Directors to make use of this authorization, in the event of a capital increase with cancellation or limitation of the preferential subscription rights of the shareholders (whether or not for the benefit of one or more specific persons who are not employees of the company or of its subsidiaries),

ii. with up to 10% of the share capital at the time of the decision of the Board of Directors to make use of this authorization, in the event of a capital increase without cancellation or limitation of the preferential subscription rights of the existing shareholders.

In any event, the total amount by which the Board of Directors may increase the company's share capital by a combination of the authorizations set forth in (i) and (ii) above, is limited to 10% of the share capital at the time of the decision of the Board of Directors to make use of this authorization.

The Board of Directors is moreover expressly authorized to make use of this authorization, within the limits as set out under (i) and (ii) of the second paragraph above, for the following operations:

1. a capital increase or the issuance of convertible bonds or warrants with cancellation or limitation of the preferential subscription rights of the existing shareholders;

2. a capital increase or the issuance of convertible bonds with cancellation or limitation of the preferential subscription rights of the existing shareholders for the benefit of one or more specific persons who are not employees of the company or of its subsidiaries;

3. a capital increase by incorporation of reserves.

Any such capital increase may take any and all forms, including, but not limited to, contributions in cash or in kind, with or without share premium, or incorporation of reserves and/or share premiums and/or profits carried forward, to the maximum extent permitted by the law.

Any decision of the Board of Directors to use this authorization requires a 75% majority within the Board of Directors.

This authorization is granted for a period of two (2) years as from the date of the publication in the appendices to the Belgian Official Gazette of the resolution of the extraordinary shareholders meeting held on 26 April 2018.

The Board of Directors is empowered, with full power of substitution, to amend the Articles of Association to reflect the capital increases resulting from the exercise of its powers pursuant to this article"

Deliberation.

The total number of shares for which a vote has been validly cast for this resolution is equal to the votes validly cast and amounts to 145.361.584, which represents 100% of the share capital present or represented at the opening of the meeting.

This resolution is adopted by 144.965.318 votes in favour, 394.246 votes against and 2.020 abstentions.

SECOND RESOLUTION– item E.3 on the agenda

The General Meeting resolves to authorize the Board of Directors to acquire, directly or indirectly, whether on or outside of the stock exchange, by way of purchase, exchange, contribution or any other way, up to 10% of the total number of Company's shares as calculated on the date of each acquisition, for a price or an exchange value per share of maximum the highest price of the Company's shares on Euronext Brussels on the day of the acquisition and minimum one (1) euro, without prejudice to article 208 of the royal decree of 31 January 2001. As a result of such acquisition(s), the Company, together with its direct or indirect subsidiaries, as well as persons acting on their own behalf but for the account of the Company or its direct or indirect subsidiaries, can hold no more than 10% of the total number of shares issued by the Company at the moment of the acquisition concerned. This authorization is granted for a period starting as of the date of the General Meeting approving it and expiring on 30 June 2020. The authorization granted to the Board of Directors pursuant to this article extends to any acquisitions of the Company's shares, directly or indirectly,

by the Company's direct subsidiaries as defined in article 627 of the Companies Code. This authorization replaces as of the date of the General Meeting approving it the authorization granted by decision of the extraordinary shareholders meeting of the Company held on 28 April 2016. As the case may be, any disposal of own shares by the Company or its direct subsidiaries will be made pursuant to the authorization granted to the Board of Directors as set forth in article 12 in fine of the Articles of Association of the Company.

Deliberation.

The total number of shares for which a vote has been validly cast for this resolution is equal to the votes validly cast and amounts to 145.361.584, which represents 100% of the share capital present or represented at the opening of the meeting.

This resolution is adopted by 144.107.118 votes in favour, 1.140.357 votes against and 114.109 abstentions.

-* Closing of the meeting*-

The Chair sets out that all the items on the agenda have been dealt with and therefore, the meeting in presence of the notary is closed at 12.30 PM.

All powers are granted to Mrs. Stéphanie Ernaelsteen and Mrs. Anne-Catherine Guiot, acting separately, in order to draft the coordinate articles of association.

-* Pro fisco declaration *-

The right to writings (Various rights and fees Code) amounts to ninety-five euro (95 EUR) and is paid on declaration of the undersigned Notary.

-* Identity of the appearing parties - Certificate *-

The identities and domiciles of the appearing parties who are not know by the notary have been established based on their identity card or passport.

MINUTES OF WHICH MEETING TAKEN BY THE NOTARY.

Drawn up on the date and at the place indicated above.

After having been read forth, the appearing parties have signed with the undersigned notary.