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UCB Annual Report 2011

Mar 23, 2012

4017_rns_2012-03-23_51085277-4be5-4d7e-896d-8b885f9f9f37.pdf

Annual Report

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40 1 EUR
Nr. Date of the deposition No. 0403.053.608 PP. Е. D. $C$ 1.1
ANNUAL ACCOUNT IN EURO
NAME: UCB SA (ANGLAIS)
Legal form: PLC
Address: Allée de la Recherche Nr.: 60
Postal Code: 1070 City: Brussel 7
Country: Belgium
Register of Legal Persons (RLP) - Office of the commercial court at: Bruxelles
Internet address *:
Company number: 0403.053.608
DATE 13/11/2009 of the deposition of the partnership deed OR of the most recent document mentioning the date of
publication of the partnership deed and the act changing the articles of association.
ANNUAL ACCOUNT approved by the General Meeting of 26/04/2012
concerning the financial year covering the period from 1/01/2011 till 31/12/2011
Previous period from 1/01/2010 till 31/12/2010
The amounts of the previous financial year are / -are net ** identical to those which have been previously published.
COMPLETE LIST WITH name, first name, profession, residence-address (address, number, postal code, municipality) and
position with the enterprise, OF DIRECTORS, MANAGERS AND AUDITORS
BOONE Karel
Boslaan 2C, 8300 Knokke-Heist, Belgium
Title: President of the board of directors
JANSSEN spouse of D. du MONCEAU de BERGENDAL Evelyn
Avenue des Fleurs 14, 1150 Brussel 15, Belgium
Title: Vice president of the board of directors
DOLIVEUX Frédéric Roch
Avenue Brassine 72, 1640 Sint-Genesius-Rode, Belgium
Title: Director
DE GRAEVE Albrecht
Molenwiek 6, 8300 Knokke-Heist, Belgium
Title : Director
Enclosed to these annual accounts:
of service: Total number of pages deposited:
5.2.1, 5.2.3, 5.2.4, $5.\overline{3}.\overline{4}$ , 5.5.2, $8, 9$
49 Number of the pages of the standard form not deposited for not being
Signature Signaldre
(name and position) (name and position)
F.R. DOLIVEUX K. BOONE
Director Chairman of the Board of Directors

LIST OF DIRECTORS, MANAGERS AND AUDITORS (continuation of the previous page)

DE DECKER Armand

Avenue de la Ferme Rose 4, 1180 Brussel 18, Belgium Title : Director

FELLNER Peter

c/o UCB S.A. Alléé de la Recherche 60, 1070 Brussel 7, Belgium Title : Director

KINET Jean-Pierre

c/o UCB S.A. Allée de la Recherche 60, 1170 Brussel 17, Belgium Title : Director

LEYSEN Thomas

Rue du Marais 31, 1000 Brussel 1, Belgium Title : Director

MAYR Gehrard

c/o UCB S.A. Allée de la Recherche 60, 1070 Brussel 7, Belgium Title : Director

McKILLOP Tom

c/o UCB S.A. Allée de la Recherche 60, 1070 Brussel 7, Belgium Title : Director

ORNSTEIN Norman J.

c/o UCB S.A. Allée de la Recherche 60, 1070 Brussel 7, Belgium Title : Director

Rue du Loutrier 65, 1170 Brussel 17, Belgium Title : Director De PRET Arnoud

JANSSEN spouse of J.van RIJCKEVORSEL P. Bridget

Clos du Soleil 6, 1150 Brussel 15, Belgium Title : Director

LIST OF DIRECTORS, MANAGERS AND AUDITORS (continuation of the previous page)

van de WERVE Gaëtan

Rue Père Eugène Devroye 66, 1150 Brussel 15, Belgium Title : Director

VAN DAMME Alexandre

Rue de l'Amazone 51, 1060 Brussel 6, Belgium Title : Director

PricewaterhouseCoopers Reviseurs d'Entreprises SCCRL 0429.501.944

Woluwe Garden, Woluwedal 18, 1932 Sint-Stevens-Woluwe, Belgium Title : Auditor, Number of membership : B00009

Represented by:

GABRIELS Bernard Generaal Leemanstraat 67 , 2018 Antwerpen 1, Belgium

Number of membership : A01109

DECLARATION ABOUT SUPPLEMENTARY AUDITING OR ADJUSTMENT MISSION

The managing board declares that the assignment neither regarding auditing nor adjusting has been given to a person who was not authorised by law pursuant to art. 34 and 37 of the Law of 22nd April 1999 concerning the auditing and tax professions.

The annual accounts have have not * / been audited or adjusted by an external accountant or auditor who is not a statutory auditor.

If YES, mention here after: name, first names, profession, residence-address of each external accountant or auditor, the number of membership with the professional Institute ad hoc and the nature of this engagement:

  • A. Bookkeeping of the undertaking**,
  • B. Preparing the annual accounts**,
  • C. Auditing the annual accounts and/or
  • D. Adjusting the annual accounts.

If the assignment mentioned either under A or B is performed by authorised accountants or authorised accountants-tax consultants, information will be given on: name, first names, profession and residence-address of each authorised accountant or accountanttax consultant, his number of membership with the Professional Institute of Accountants and Tax consultants and the nature of this engagement.

Name, first name, profession, residence-address Number of
membership
Nature of the
engagement
(A, B, C and/or D)

* Delete where appropriate.

** Optional disclosure.

BALANCE SHEET

Notes Codes Period Previous period
ASSETS
FIXED ASSETS
20/28 7.015.464.134 6.038.758.410
Formation expenses
5.1 20 31.437.777 30.302.041

Intangible fixed assets
5.2 21 188.681 290.000

Tangible fixed assets
5.3 22/27 7.057.870 6.940.707

Land and buildings
22 5.822.572 5.836.992
Plant, machinery and equipment 23 97.379 75.519
Furniture and vehicles 24 229.572 307.110
Leasing and other similar rights 25
Other tangible fixed assets 26 1.165 12.896
Assets under construction and advance payments 27 907.182 708.190
Financial fixed assets
5.4/
5.5.1
28 6.976.779.806 6.001.225.662

Affiliated enterprises
5.14 280/1 6.958.948.099 5.986.343.482

Participating interests
280 6.958.948.099 5.986.343.482

Amounts receivable
281

Other enterprises linked by participating interests
5.14 282/3 17.635.214 14.684.200
Participating interests
282 17.635.214 14.684.200

Amounts receivable
283

Other financial assets
284/8 196.493 197.980

Shares
284 196.493 196.493
Amounts receivable and cash guarantees
285/8 1.487

CURRENT ASSETS


29/58 2.114.843.475 1.941.448.740

Amounts receivable after more than one year
29 1.809.298.094 1.818.777.062

Trade debtors

290
Other amounts receivable

291 1.809.298.094 1.818.777.062

Stocks and contracts in progress
3

Stocks
30/36

Raw materials and consumables
30/31

Work in progress

32

Finished goods
33

Goods purchased for resale
34

Immovable property intended for sale
35
Advance payments
36

Contracts in progress

5.5.1/ 37
Amounts receivable within one year
5.6 40/41 56.323.796 93.263.838

Trade debtors
40 21.785.091 34.112.977
Other amounts receivable
41 34.538.705 59.150.861

Current investments
50/53 138.891.005 7.784

Own shares
50 125.369.697

Other investments and deposits
51/53 13.521.308 7.784

Cash at bank and in hand

54/58 84.339.550 1.597.574

Deferred charges and accrued income
5.6 490/1 25.991.030 27.802.482


TOTAL ASSETS
20/58 9.130.307.609 7.980.207.150

Nr. 0403.053.608 C 2.2

EQUITY AND LIABILITIES Notes Codes Period Previous period
EQUITY
10/15 5.375.130.324 4.353.919.956
Capital
5.7 10 550.095.156 550.095.156

Issued capital
100 550.095.156 550.095.156

Uncalled capital
101

Share premium account


Revaluation surpluses
11
12
1.601.342.846 1.601.342.846

Reserves
13 3.079.134.061 2.054.134.061

Legal reserve
130 55.009.516 55.009.516

Reserves not available
131 125.369.697

In respect of own shares held
1310 125.369.697

Other


1311
Untaxed reserves

132
Available reserves

133 2.898.754.848 1.999.124.545
Accumulated profits (losses)
(+)/(-)
14 144.558.261 148.347.893
Investment grants

15
Advance to associates on the sharing

out of the assets
19

PROVISIONS AND DEFERRED TAXES
16 50.985.481 2.096.177

Provisions for liabilities and charges
160/5 50.985.481 2.096.177


Pensions and similar obligations
160 1.452.624 2.096.177


Taxation
161


Major repairs and maintenance
162

Other liabilities and charges
5.8 163/5 49.532.857


Deferred taxes
168

AMOUNTS PAYABLE
17/49 3.704.191.804 3.624.191.017

Amounts payable after more than one year
5.9 17 3.124.434.293 2.829.796.372

Financial debts
170/4 3.066.164.000 2.766.164.000


Subordinated loans
170 300.000.000

Unsubordinated debentures
171 1.750.000.000 1.750.000.000

Leasing and other similar obligations
172

Credit institutions

173

Other loans
174 1.016.164.000 1.016.164.000

Trade debts
175
Suppliers
1750

Bills of exchange payable
1751

Advances received on contracts in progress
176

Other amounts payable

178/9 58.270.293 63.632.372


Amounts payable within one year
42/48 540.394.809 769.427.928

Current portion of amounts payable after more than one

year falling due within one year
5.9 42 290.000.000 240.000.000
Financial debts
43 39.034.082 300.021.740
Credit institutions

430/8 34.082 300.021.740
Other loans

439 39.000.000
Trade debts
44 12.243.886 11.880.655
Suppliers

440/4 12.243.886 11.880.655
Bills of exchange payable

441
Advances received on contracts in progress

46
Taxes, remuneration and social security


5.9 45 6.667.265 25.517.426
Taxes


450/3 783 20.287.525
Remuneration and social security

454/9 6.666.482 5.229.901
Other amounts payable

47/48 192.449.576 192.008.107
Accrued charges and deferred income
5.9 492/3 39.362.702 24.966.717


TOTAL LIABILITIES
10/49 9.130.307.609 7.980.207.150

INCOME STATEMENT

Notes Codes Period Previous period
Operating income
5.10 70/74 43.954.438 47.082.179

Turnover
70
Increase (decrease) in stocks of
finished goods, work and contracts in progress (+)/(-)
71
Own construction capitalised
72

Other operating income
74 43.954.438 47.082.179

Operating charges
60/64 117.713.320 52.320.337

Raw materials, consumables
60

Purchases
600/8

Decrease (increase) in stocks (+)/(-)
609
Services and other goods
61 28.166.844 21.932.689

Remuneration, social security costs and pensions (+)/(-)
5.10 62 35.131.871 20.457.452
Depreciation of and amounts written off formation
expenses, intangible and tangible fixed assets
630 4.463.218 8.983.613
Amounts written down stocks, contracts in progress and
trade debtors - Appropriations (write-backs) (+)/(-)
5.10 631/4
Provisions for risks and charges - Appropriations (uses
and write-backs) (+)/(-)
5.10 635/7 48.619.702 -213.842
Other operating charges
5.10 640/8 1.331.685 1.160.425

Operation charges carried to assets as restructuring
costs (-)
649
Operating profit (loss)
(+)/(-)
9901 -73.758.882 -5.238.158
Financial income
75 502.376.667 449.874.547

Income from financial fixed assets
750 319.799.492 250.399.461

Income from current assets
751 128.869.574 134.592.177


Other financial income

5.11 752/9 53.707.601 64.882.909
Financial charges
5.11 65 218.190.501 216.795.935

Debt charges
650 173.032.065 155.372.339

Amounts written down on current assets except
stocks, contracts in progress and
trade debtors (+)/(-)
651
Other financial charges
652/9 45.158.436 61.423.596

Gain (loss) on ordinary activities before taxes
(+)/(-)
9902 210.427.284 227.840.454
Codes Period Previous period
Extraordinary income 76 1.072.081.865 1.513.308

Write-back of depreciation and of amounts written down

intangible and tangible fixed assets
760

Write-back of amounts written down financial fixed assets
761

Write-back of provisions for extraordinary liabilities and

charges
762
Gains on disposal of fixed assets
763 1.072.081.865 1.513.308

Other extraordinary income

764/9

Extraordinary charges
66 99.491.576 8.807.818

Extraordinary depreciation of and extraordinary amounts
written off formation expenses, intangible and tangible
fixed assets
660 6.188.058

Amounts written down financial fixed assets
661 22.506.814

Provisions for extraordinary liabilities and charges -

Appropriations (uses) (+)/(-)
662 269.602
Loss on disposal of fixed assets
663 76.715.160 2.619.760

Other extraordinary charges

5.11
664/8

Extraordinary charges carried to assets as restructuring
costs (-)
669
Profit (loss) for the period before taxes (+)/(-) 9903 1.183.017.573 220.545.944
Transfer from postponed taxes 780

Transfer to postponed taxes
680

Income taxes
5.12
67/77 -18.790.550 1.325.617
Income taxes
670/3 1.104.932 1.325.617

Adjustment of income taxes and write-back of tax

provisions
77 19.895.482
Profit (loss) for the period (+)/(-) 9904 1.201.808.123 219.220.327
Transfer from untaxed reserves 789

Transfer to untaxed reserves
689

Profit (loss) for the period available for appropriation (+)/(-)
9905 1.201.808.123 219.220.327

APPROPRIATION ACCOUNT

Codes Period Previous period
Profit (loss) to be appropriated (+)/(-) 9906 1.350.156.016 365.045.644
Gain (loss) to be appropriated
(+)/(-)
(9905) 1.201.808.123 219.220.327
Profit (loss) to be carried forward
(+)/(-)
14P 148.347.893 145.825.317
Transfers from capital and reserves 791/2

from capital and share premium account
791

from reserves
792

Transfers to capital and reserves
691/2 1.025.000.000 37.000.000

to capital and share premium account
691
to the legal reserve 6920
to other reserves 6921 1.025.000.000 37.000.000
Profit (loss) to be carried forward (+)/(-) (14) 144.558.261 148.347.893
Owner's contribution in respect of losses
794

Profit to be distributed
694/6 180.597.755 179.697.751

Dividends
694 180.597.755 179.697.751
Director's or manager's entitlements 695
Other beneficiaries 696

EXPLANATORY DISCLOSURES

STATEMENT OF FORMATION EXPENSES

Codes Period Previous period
Net book value at the end of the period
20P xxxxxxxxxxxxxxx 30.302.041

Movements during the period
New expenses incurred
8002 7.425.911
Depreciation
8003 6.290.175

Other (+)/(-)
8004
Net book value at the end of the period
(20) 31.437.777

Of which
Formation or capital increase expenses, loan issue expenses and other
formation expenses
200/2 31.437.777
Restructuring costs
204
Codes Period Previous period
CONCESSIONS, PATENTS, LICENCES, KNOWHOW, BRANDS
AND SIMILAR RIGHTS
Acquisition value at the end of the period
8052P xxxxxxxxxxxxxxx 725.000

Movements during the period
Acquisitions, including produced fixed assets 8022 50.401
Sales and disposals 8032
Transfers from one heading to another (+)/(-) 8042
Acquisition value at the end of the period 8052 775.401

Depreciation and amounts written down at the end of the period
8122P xxxxxxxxxxxxxxx 435.000

Movements during the period

Recorded
8072 151.720

Written back
8082

Acquisitions from third parties
8092

Cancelled owing to sales and disposals
8102

Transfers from one heading to another (+)/(-)
8112
Depreciation and amounts written down at the end of the period 8122 586.720


NET BOOK VALUE AT THE END OF THE PERIOD
211 188.681

STATEMENT OF TANGIBLE FIXED ASSETS

Codes Period Previous period
LAND AND BUILDINGS
Acquisition value at the end of the period
8191P xxxxxxxxxxxxxxx 6.180.259

Movements during the period
Acquisitions, including produced fixed assets 8161 17.818
Sales and disposals 8171
Transfers from one heading to another (+)/(-) 8181 12.638
Acquisition value at the end of the period
8191 6.210.715

Revaluation surpluses at the end of the period
8251P xxxxxxxxxxxxxxx

Movements during the period
Recorded 8211
Acquisitions from third parties 8221
Cancelled 8231
Transfers from one heading to another (+)/(-) 8241
Revaluation surpluses at the end of the period
8251
Depreciation and amounts written down at the end of the period
8321P xxxxxxxxxxxxxxx 343.268

Movements during the period

Recorded
8271 44.875

Written back
8281

Acquisitions from third parties
8291

Cancelled owing to sales and disposals
8301

Transfers from one heading to another (+)/(-)
8311

Depreciation and amounts written down at the end of the period

8321 388.143

NET BOOK VALUE AT THE END OF THE PERIOD
(22) 5.822.572
Codes Period Previous period
PLANT, MACHINERY AND EQUIPMENT
Acquisition value at the end of the period

8192P xxxxxxxxxxxxxxx 93.864
Movements during the period
Acquisitions, including produced fixed assets 8162 17.281
Sales and disposals 8172
Transfers from one heading to another (+)/(-) 8182 21.692
Acquisition value at the end of the period
8192 132.837

Revaluation surpluses at the end of the period
8252P xxxxxxxxxxxxxxx

Movements during the period
Recorded 8212
Acquisitions from third parties 8222
Cancelled 8232
Transfers from one heading to another (+)/(-) 8242
Revaluation surpluses at the end of the period
8252
Depreciation and amounts written down at the end of the period
8322P xxxxxxxxxxxxxxx 18.345


Movements during the period

Recorded
8272 17.113

Written back
8282

Acquisitions from third parties
8292

Cancelled owing to sales and disposals
8302

Transfers from one heading to another (+)/(-)
8312

Depreciation and amounts written down at the end of the period

8322 35.458

NET BOOK VALUE AT THE END OF THE PERIOD
(23) 97.379
Codes Period Previous period
FURNITURE AND VEHICLES
Acquisition value at the end of the period
8193P xxxxxxxxxxxxxxx 5.044.299

Movements during the period
Acquisitions, including produced fixed assets 8163 38.615
Sales and disposals 8173 56.751
Transfers from one heading to another (+)/(-) 8183 11.372
Acquisition value at the end of the period
8193 5.037.535

Revaluation surpluses at the end of the period
8253P xxxxxxxxxxxxxxx

Movements during the period
Recorded 8213
Acquisitions from third parties 8223
Cancelled 8233
Transfers from one heading to another (+)/(-) 8243
Revaluation surpluses at the end of the period
8253
Depreciation and amounts written down at the end of the period
8323P xxxxxxxxxxxxxxx 4.737.188


Movements during the period

Recorded
8273 127.526

Written back
8283

Acquisitions from third parties
8293
Cancelled owing to sales and disposals
8303 56.751

Transfers from one heading to another (+)/(-)
8313

Depreciation and amounts written down at the end of the period

8323 4.807.963

NET BOOK VALUE AT THE END OF THE PERIOD
(24) 229.572
Codes Period Previous period
OTHER TANGIBLE FIXED ASSETS
Acquisition value at the end of the period
8195P xxxxxxxxxxxxxxx 1.418.240

Movements during the period
Acquisitions, including produced fixed assets 8165
Sales and disposals 8175
Transfers from one heading to another (+)/(-) 8185
Acquisition value at the end of the period
8195 1.418.240

Revaluation surpluses at the end of the period
8255P xxxxxxxxxxxxxxx

Movements during the period
Recorded 8215
Acquisitions from third parties 8225
Cancelled 8235
Transfers from one heading to another (+)/(-) 8245
Revaluation surpluses at the end of the period
8255
Depreciation and amounts written down at the end of the period
8325P xxxxxxxxxxxxxxx 1.405.344


Movements during the period

Recorded
8275 11.731

Written back
8285

Acquisitions from third parties
8295

Cancelled owing to sales and disposals
8305

Transfers from one heading to another (+)/(-)
8315

Depreciation and amounts written down at the end of the period

8325 1.417.075

NET BOOK VALUE AT THE END OF THE PERIOD
(26) 1.165
Codes Period Previous period
ASSETS UNDER CONSTRUCTION AND ADVANCED PAYMENTS
Acquisition value at the end of the period

8196P xxxxxxxxxxxxxxx 708.190
Movements during the period
Acquisitions, including produced fixed assets 8166 244.694
Sales and disposals 8176
Transfers from one heading to another (+)/(-) 8186 -45.702
Acquisition value at the end of the period
8196 907.182

Revaluation surpluses at the end of the period
8256P xxxxxxxxxxxxxxx

Movements during the period
Recorded 8216
Acquisitions from third parties 8226
Cancelled 8236
Transfers from one heading to another (+)/(-) 8246
Revaluation surpluses at the end of the period
8256
Depreciation and amounts written down at the end of the period
8326P xxxxxxxxxxxxxxx


Movements during the period

Recorded
8276

Written back
8286

Acquisitions from third parties
8296
Cancelled owing to sales and disposals
8306

Transfers from one heading to another (+)/(-)
8316

Depreciation and amounts written down at the end of the period

8326

NET BOOK VALUE AT THE END OF THE PERIOD
(27) 907.182

STATEMENT OF FINANCIAL FIXED ASSETS

Codes Period Previous period
AFFILIATED ENTERPRISES - PARTICIPATING INTERESTS AND
SHARES
Acquisition value at the end of the period
8391P xxxxxxxxxxxxxxx 6.000.783.379

Movements during the period
Acquisitions, including produced fixed assets 8361 1.139.562.647
Sales and disposals 8371 144.451.216
Transfers from one heading to another (+)/(-) 8381
Acquisition value at the end of the period
8391 6.995.894.810

Revaluation surpluses at the end of the period
8451P xxxxxxxxxxxxxxx

Movements during the period
Recorded 8411
Acquisitions from third parties 8421
Cancelled 8431
Transfers from one heading to another (+)/(-) 8441
Revaluation surpluses at the end of the period 8451

Amounts written down at the end of the period
8521P xxxxxxxxxxxxxxx 14.416.658


Movements during the period
Recorded 8471 22.506.814
Written back 8481
Acquisitions from third parties 8491
Cancelled owing to sales and disposals 8501
Transfers from one heading to another (+)/(-) 8511
Amounts written down at the end of the period
8521 36.923.472

Uncalled amounts at the end of the period
8551P xxxxxxxxxxxxxxx 23.239

Movements during the period
(+)/(-)
8541
Uncalled amounts at the end of the period
8551 23.239
NET BOOK VALUE AT THE END OF THE PERIOD (280) 6.958.948.099


AFFILIATED ENTERPRISES - AMOUNTS RECEIVABLE
NET BOOK VALUE AT THE END OF THE PERIOD 281P xxxxxxxxxxxxxxx

Movements during the period
Additions 8581
Repayments 8591
Amounts written down 8601
Amounts written back 8611
Exchange differences (+)/(-) 8621
Other (+)/(-) 8631
NET BOOK VALUE AT THE END OF THE PERIOD
(281)
ACCUMULATED AMOUNTS WRITTEN OFF ON AMOUNTS

RECEIVABLE AT THE END OF THE PERIOD
8651
Codes Period Previous period
OTHER ENTERPRISES LINKED BY PARTICIPATING INTERESTS -
PARTICIPATING INTERESTS AND SHARES
Acquisition value at the end of the period
8392P xxxxxxxxxxxxxxx 14.684.200

Movements during the period
Acquisitions, including produced fixed assets 8362 2.951.014
Sales and disposals 8372
Transfers from one heading to another (+)/(-) 8382
Acquisition value at the end of the period
8392 17.635.214

Revaluation surpluses at the end of the period
8452P xxxxxxxxxxxxxxx

Movements during the period
Recorded 8412
Acquisitions from third parties 8422
Cancelled 8432
Transfers from one heading to another (+)/(-) 8442
Revaluation surpluses at the end of the period
8452
Amounts written down et the end of the period
8522P xxxxxxxxxxxxxxx

Movements during the period
Recorded 8472
Written back 8482
Acquisitions from third parties 8492
Cancelled owing to sales and disposals 8502
Transfers from one heading to another (+)/(-) 8512
Amounts written down at the end of the period

8522

Uncalled amounts at the end of the period
8552P xxxxxxxxxxxxxxx

Movements during the period
(+)/(-)
8542
Uncalled amounts at the end of the period
8552
NET BOOK VALUE AT THE END OF THE PERIOD
(282) 17.635.214

OTHER ENTERPRISES LINKED BY PARTICIPATING INTERESTS -
AMOUNTS RECEIVABLE
NET BOOK VALUE AT THE END OF THE PERIOD 283P xxxxxxxxxxxxxxx

Movements during the period
Additions 8582
Repayments 8592
Amounts written down 8602
Amounts written back 8612
Exchange differences (+)/(-) 8622
Other (+)/(-) 8632
NET BOOK VALUE AT THE END OF THE PERIOD
(283)
ACCUMULATED AMOUNTS WRITTEN OFF ON AMOUNTS

RECEIVABLE AT THE END OF THE PERIOD
8652
Codes Period Previous period
OTHER ENTERPRISES - PARTICIPATING INTERESTS AND
SHARES
Acquisition value at the end of the period
8393P xxxxxxxxxxxxxxx 198.895

Movements during the period
Acquisitions, including produced fixed assets 8363
Sales and disposals 8373
Transfers from one heading to another (+)/(-) 8383
Acquisition value at the end of the period
8393 198.895

Revaluation surpluses at the end of the period
8453P xxxxxxxxxxxxxxx

Movements during the period
Recorded 8413
Acquisitions from third parties 8423
Cancelled 8433
Transfers from one heading to another (+)/(-) 8443
Revaluation surpluses at the end of the period
8453
Amounts written down at the end of the period 8523P xxxxxxxxxxxxxxx


Movements during the period
Recorded 8473
Written back 8483
Acquisitions from third parties 8493
Cancelled owing to sales and disposals 8503
Transfers from one heading to another (+)/(-) 8513
Amounts written down at the end of the period
8523


Uncalled amounts at the end of the period
8553P xxxxxxxxxxxxxxx 2.402

Movements during the period
(+)/(-)
8543
Uncalled amounts at the end of the period
8553 2.402
NET BOOK VALUE AT THE END OF THE PERIOD (284) 196.493


OTHER ENTERPRISES - AMOUNTS RECEIVABLE
NET BOOK VALUE AT THE END OF THE PERIOD 285/8P xxxxxxxxxxxxxxx 1.487

Movements during the period
Additions 8583
Repayments 8593 1.487
Amounts written down 8603
Amounts written back 8613
Exchange differences (+)/(-) 8623
Other (+)/(-) 8633
NET BOOK VALUE AT THE END OF THE PERIOD (285/8)

ACCUMULATED AMOUNTS WRITTEN OFF ON AMOUNTS

RECEIVABLE AT THE END OF THE PERIOD
8653

INFORMATION RELATING TO THE SHARE IN THE CAPITAL

SHARE IN THE CAPITAL AND OTHER RIGHTS IN OTHER COMPANIES

List of both enterprises in wich the enterprise holds a participating interest (recorded in the heading 28 of assets) and other enterprises in which the enterprise holds rights (recorded in the headings 28 and 50/53 of assets) in the amount of at least 10% of the capital issued.

Shares held by Information from the most recent period for
which annual accounts are available
NAME, full address of the REGISTERED
OFFICE and for the enterprise governed by
Belgian law, the COMPANY NUMBER
directly subsi
diaries
Primary Mone Capital and reserves Net result
Number % % financial
statement
tary
unit
(+) or (-)
(in monetary units)
UCB Pharma PLC
Allée de la Recherche 60
1070 Brussel 7
Belgium
0403.096.168
31/12/2011 EUR 808.053.235 -24.123.786
Ordinary Shares
SOCIETE FINANCIERE UCB SA SE
Rue Eugène Ruppert 12
2453 LUXEMBOURG
Luxembourg
83443317 100,00 0,00 31/12/2011 EUR 158.778.821 -200.765
Ordinary Shares
UCB LUX S.A. SE
Rue Eugène 12
2453 LUXEMBOURG
Luxembourg
32634 100,00 0,00 31/12/2011 EUR 5.146.136.896 -351.841.316
Parts
UCB HOLDING INC. SE FC
1209 Orange Street
19801 WILMINGTON, DELAWARE
United States of America
127429778 96,22 3,78 31/12/2011 USD 77.187.273 8.226.508
Parts
UCB FINANCE SA SE
Lage Mosten 33
4822 NK BREDA
Holland
66 100,00 0,00 31/12/2011 EUR 1.916.624.174 370.670.961
Parts
UCB FRANCE S.A. SE
Rue Estienne d'Orves 420
F 92700 COLOMBES
France
538459 100,00 0,00 31/12/2011 EUR 108.433.109 11.212.129
Ordinary Shares
VEDIM PHARMA SA SE
Paseo de la Castellana 141
28046 MADRID
Spain
512596 92,94 7,06 31/12/2011 EUR 24.791.198 2.990.178
Parts 1235000 100,00 0,00

SHARE IN THE CAPITAL AND OTHER RIGHTS IN OTHER COMPANIES

Shares held by Information from the most recent period for
which annual accounts are available
NAME, full address of the REGISTERED
OFFICE and for the enterprise governed by
Belgian law, the COMPANY NUMBER
directly subsi
diaries
Primary Mone Capital and reserves Net result
Number % % financial
statement
tary
unit
(+) or (-)
(in monetary units)
UCB JAPAN Co LTD FC
Ochanomizu Kyoun Building 2-2, Kanda
Surugadai 2-2
1010062 Surugadai 2-2, Chioda-Ku, TOKYO
Japan
31/12/2011 JPY 5.761.575.711 2.033.346.519
Parts
UCB (INVESTMENTS) LTD SE
Bath Road 208
SLOUGH,SL1 3WE Berkshire
United Kingdom
69980 100,00 0,00 31/12/2011 GBP 55.872.649 3.182.055
Parts
UCB DE MEXICO S.A. de C.V. FC
Homero, 440 7° Floor
Col. Chapultepec Morales, 11570 MEXICO
Mexico
35006834 77,92 22,08 31/12/2011 MXN 63.658.418 11.579.405
Ordinary Shares
UCB PHARMA A.E. (GREECE) SE
Vouliagmenis avenue 580
16452 ARGYROUPOLIS
Greece
51449999 100,00 0,00 31/12/2011 EUR 197.549 -542.564
Ordinary Shares
UCB (PHARMA) IRELAND LTD SE
Unit Drug House, Magna Drive
Magna Business Park, DUBLIN 24
Ireland
187561 99,85 0,15 31/12/2011 EUR 1.552.686 249.293
Parts
KOREA UCB Co LTD S. Etr. FC
1674-1, Seocho-dong, Seocho-gu
137-881 SEOUL
South Korea
59999 100,00 0,00 31/12/2011 KRW 11.207.068.740 6.706.647.573
Parts
UCB TRADING (SHANGAI) CO LTD FC
Shanghai office Tower 268
Shanghai
China
138666 100,00 0,00 31/12/2011 CNY -25.119.574 21.213.638
Parts 1 100,00 0,00

SHARE IN THE CAPITAL AND OTHER RIGHTS IN OTHER COMPANIES

Shares held by Information from the most recent period for
which annual accounts are available
NAME, full address of the REGISTERED
OFFICE and for the enterprise governed by
Belgian law, the COMPANY NUMBER
directly subsi
diaries
Primary Mone Capital and reserves Net result
Number % % financial
statement
tary
unit
(+) or (-)
(in monetary units)
UCB PHARMA A.S. (Turkey) FC
Rüzgarlibaçe, Cumhuriyet Caddesi Gerçekler
31/12/2011 TRY 8.254.093 -37.283
Sitesi B, kavacik/Beykoz, 34805 ISTANBUL
Turkey
Parts
UCB INDIA PRIVATE Ltd FC
500, Peninsula Towers, Ganpatrao Kadam
4000013 MUMBAI
India
86813 7,93 92,07 31/12/2011 INR 352.144.132 163.712.021
Ordinary Shares
UCB S.R.O (TCHEQUIE) SA SE
Thamova 13
18600 PRAHA 8
Czech Republic
3527 100,00 0,00 31/12/2011 CZK 67.020.113 12.816.619
Parts
UCB GMBH SE
Alfred Nobelstrasse 10
D 40789 MONHEIM
Germany
12300600 100,00 0,00 31/12/2011 EUR -975.272.229 -1.204.898.464
Parts
UCB HUNGARY LTD FC
Obuda Gate Building, Arpad Fejelum utja
26-28
1023 BUDAPEST
Hungary
394000 5,21 94,79 31/12/2011 HUF 165.521.195 17.521.195
Parts
UCB PHARMA SP. z.o.o. (Poland) SE
Ul. kruczkowskego 8
00-380 WARSAWA
Poland
148000000 100,00 0,00 31/12/2011 PLN 24.877.657 9.594.382
Ordinary Shares
UCB Pharma LLC (Russia) S. Etr. FC
Shturvalnaya str. bldg15
1253645 Moscow
Russia (Federation)
236456 78,05 21,95 31/12/2011 RUB 41.511.205 21.251.507
OrdInary Shares 1 100,00 0,00

INFORMATION RELATING TO THE SHARE IN THE CAPITAL

SHARE IN THE CAPITAL AND OTHER RIGHTS IN OTHER COMPANIES

NAME, full address of the REGISTERED Shares held by Information from the most recent period for
which annual accounts are available
OFFICE and for the enterprise governed by
Belgian law, the COMPANY NUMBER
directly subsi
diaries
Primary Mone Capital and reserves Net result
financial
statement
Number
%
%
tary
unit
(+) or (-)
(in monetary units)
UCB Bulgaria EOOD S. Etr. FC
Lyubata Str. Fl4
1407 Lozenetz, Sofia
Bulgaria
31/12/2011 BGN 271.910 147.118
Ordinary Shares 500 100,00 0,00

OTHER INVESTMENTS AND DEPOSIT, DEFFERED CHARGES AND ACCRUED INCOME (ASSETS)

Codes Period Previous period
INVESTMENTS: OTHER INVESTMENTS AND DEPOSITS
Shares
51 7.784 7.784

Book value increased with the uncalled amount
8681 7.784 7.784
Uncalled amount 8682
Fixed income securities
52

Fixed income securities issued by credit institutions
8684
Fixed term deposit with credit institutions
53

Falling due
less or up to one month 8686
between one month and one year 8687
over one year 8688
Other investments not yet shown seperately
8689 13.513.524

DEFFERED CHARGES AND ACCRUED INCOME

Allocation of heading 490/1 of assets if the amount is significant.

Deferred charges - Hybrid Capital bond 1.266.074

Period Accrued interests 23.511.636 Deferred charges 1.212.554 Waiting account 766

STATEMENT OF CAPITAL AND STRUCTURE OF SHAREHOLDINGS

STATEMENT OF CAPITAL

Social capital

Issued capital at the end of the period
Issued capital at the end of the period
Codes Period Previous period
100P XXXXXXXXXXXXXX 550.095.156
(100) 550.095.156
Codes Amounts Number of shares
Changes during the period:
Structure of the capital
Different categories of shares
Ordinary shares 550.095.156 183.365.052
Registered shares 8702 XXXXXXXXXXXXXX 72.404.351
Bearer shares and/or dematerialized shares 8703 XXXXXXXXXXXXXX 110.960.701
Codes Uncalled
capital
Capital called,
but not paid
Capital not paid
Uncalled capital (101) XXXXXXXXXXXXXX
Capital called, but not paid 8712 XXXXXXXXXXXXXX
Shareholders having yet to pay up in full
Codes Period
OWN SHARES
Held by the company itself
Amount of capital held
8721 11.985.570

Number of shares held
8722 3.995.190

Held by the subsidiaries
Amount of capital held
8731

Number of shares held
8732

Commitments to issue shares
Following the exercising of CONVERSION RIGHTS
Amount of outstanding convertible loans
8740

Amount of capital to be subscribed
8741

Corresponding maximum number of shares to be issued
8742

Following the exercising of SUBSCRIPTION RIGHTS
Number of outstanding subscription rights
8745 122.400

Amount of capital to be subscribed
8746 367.200

Corresponding maximum number of shares to be issued
8747 122.400


Authorized capital, not issued

8751

STATEMENT OF CAPITAL AND STRUCTURE OF SHAREHOLDINGS

Codes Period
Shared issued, not representing capital
Distribution
Number of shares held
8761

Number of voting rights attached thereto
8762

Allocation by shareholder
Number of shares held by the company itself
8771

Number of shares held by its subsidairies
8781
In relation with
183.365.052 shares
Capital € 550.095.156
Actions 183.365.052
$\mathbf{1}$ Financière de Tubize SA (Tubize) 66.370.000
% total 36,20
$\overline{2}$ UCB SA 3.995.190
% total 2,18
3 UCB Fipar SA 3.136.150
% total 1,71
$\overline{4}$ UCB SCA 1
% total 0,00
5 Schwarz Vermögensverwaltung GmbH 2.471.404
% total 1,35
6 Banque Degroof SA
Via Degroof Corporate Finance SA 450.000
Via Imofig SA 219.230
Levimmo SA 1.230.770
% total 1,04
$\overline{7}$ Compar Invest SA $\mathbf{O}$
par Compar Finance SA 1.900.000
% total 1,04
8 Pharmahold SA 1.900.000
par Cosylva SA 1.900.000
% total 2,07
Tubize+ sociétés liées + concert 5,6,7,8 83.572.745
% total des droits de vote sur le nombre total d'actions détenues en concert 45,58
9 Capital Research and Management Company (voting interests) 21.717.895
% total 11,84
Including the UCB shares held by Euro Pacific Growth Fund which exceed 3% of UCB S.A.
capital
indicated Tubize has declared acting in concert separately with each of the shareholders 5, 6, 7, 8 for the number of shares as

STATEMENT OF CAPITAL AND STRUCTURE OF SHAREHOLDINGS

Additional UCB shares held by persons acting in concert with Tubize, but which are not included in the concert agreements
with Tubize
Compar Finance SA 165.830
% total 0,09
Pharmahold SA 1.100.000
% total 0,60
Cosylva SA 1.100.000
% total 0,60
Total voting rights including persons acting in concert with Tubize and including Tubize
46,87

PROVISIONS FOR OTHER LIABILITIES AND CHARGES

Period
ALLOCATION OF THE HEADING 163/5 OF LIABILITIES IF THE AMOUNT IS CONSIDERABLE
40.742.839
Provision for stock awards 8.520.416
Provision for dismissal 269.601
Financial debts 8801
Subordinated loans 8811
Unsubordinated debentures 8821
Leasing and other similar obligations 8831
Credit institutions 8841
Other loans 8851
Trade debts 8861 290.000.000
Suppliers 8871
Bills of exchange payable 8881 290.000.000
Advance payments received on contracts in progress 8891

Other amounts payable
8901
Total amounts payable after more than one year, not more than one year
(42) 290.000.000

Amounts payable after more than one year, between one and five years
Financial debts 8802 2.766.164.000
Subordinated loans 8812
Unsubordinated debentures 8822 1.750.000.000
Leasing and other similar obligations 8832
Credit institutions 8842
Other loans 8852 1.016.164.000
Trade debts 8862
Suppliers 8872
Bills of exchange payable 8882
Advance payments received on contracts in progress 8892

Other amounts payable
8902 45.999.461
Total amounts payable after more than one year, between one and five years
8912 2.812.163.461


Amounts payable after more than one year, over five years

Financial debts
8803 300.000.000
Subordinated loans 8813 300.000.000
Unsubordinated debentures 8823
Leasing and other similar obligations 8833
Credit institutions 8843
Other loans 8853
Trade debts 8863
Suppliers 8873
Bills of exchange payable 8883
Advance payments received on contracts in progress 8893
Other amounts payable 8903 12.270.832
Total amounts payable after more than one year, over five years 8913 312.270.832
Codes Period
AMOUNTS PAYABLE GUARANTEED
(headings 17 and 42/48 of liabilities)
Amounts payable guaranteed by Belgian public authorities
Financial debts 8921
Subordinated loans 8931
Unsubordinated debentures 8941
Leasing and other similar obligations 8951
Credit institutions 8961
Other loans 8971
Trade debts 8981
Suppliers 8991
Bills of exchange payable 9001
Advance payments received on contracts in progress 9011
Remuneration and social security 9021
Other amounts payable 9051
Total amounts payable guaranteed by Belgian public authorities
9061

Amounts payable guaranteed by real guarantees given or irrevocably promised by the
enterprise on its own assets
Financial debts 8922
Subordinated loans 8932
Unsubordinated debentures 8942
Leasing and other similar obligations 8952
Credit institutions 8962
Other loans 8972
Trade debts 8982
Suppliers 8992
Bills of exchange payable 9002
Advance payments received on contracts in progress 9012

Taxes, remuneration and social security
9022
Taxes 9032
Remuneration and social security 9042
Other amounts payable 9052
Total amounts payable guaranteed by real guarantees given or irrevocably promised by the
enterprise on its own assets
9062

AMOUNTS PAYABLE FOR TAXES, REMUNERATION AND SOCIAL SECURITY
Taxes
(heading 450/3 of the liabilities)
Expired taxes payable 9072
Non expired taxes payable 9073 783
Estimated taxes payable 450
Remuneration and social security (heading 454/9 of the liabilities)
Amount
due to the National Office of Social Security
9076
Other amounts payable relating to remuneration and social security 9077 6.666.481
Nr. 0403.053.608 C 5.9
Period
ACCRUED CHARGES AND DEFERRED INCOME
Allocation of the heading 492/3 of liabilities if the amount is considerable
Interests accrued charges 39.125.100
Unrealized Exchange differences 24.733
Other accrued charges 212.870

OPERATING RESULTS

Codes Period Previous period
OPERATING INCOME
Net turnover
Broken down by categories of activity
Allocation into geographical markets
Other operating income
Total amount of subsidies and compensatory amounts obtained from public
authorities
740
OPERATING COSTS
Employees recorded in the personnel register
Total number at the closing date 9086 102 85
Average number of employees calculated in full-time equivalents 9087 88,8 80,5
Number of actual worked hours 9088 140.271 125.700
Personnel costs
Remuneration and direct social benefits 620 16.753.040 14.051.488
Employers' social security contributions 621 4.145.034 3.024.046
Employers' premiums for extra statutory insurances 622 2.030.503 2.505.170
Other personnel costs 623 12.162.032 840.368
Old-age and widows' pensions 624 41.262 36.380
Provisions for pensions
Additions (uses and write-back) (+)/(-) 635 -643.553 -213.842
Amounts written off
Stocks and contracts in progress
Recorded 9110
Written back 9111
Trade debtors
Recorded 9112
Written back 9113
Provisions for risks and charges
Additions 9115 49.263.235
Uses and write-back 9116 643.533 213.842
Other operating charges
Taxes related to operation 640 1.329.812 1.157.515
Other charges 641/8 1.873 2.910
Hired temporary staff and persons placed at the enterprise's disposal
Total number at the closing date 9096
Average number calculated as full-time equivalents 9097 0,3 0,3
Number of actual worked hours 9098 512 622
Charges to the enterprise 617 15.836 15.997

FINANCIAL AND EXTRAORDINARY RESULTS

Codes Period Previous period
FINANCIAL RESULTS
Other financial income
Amount of subsidies granted by public authorities, credited to income for the
period
Capital subsidies 9125
Interest subsidies 9126
Allocation of other financial income
Realized exchange losses 15.141.213 27.310.136
Interests on financial instruments (Interest Rate Swap) 37.842.810 37.572.773
Realization of capital gains on current investments 723.578
Amounts written down off loan issue expenses and repayment premiums
6501 2.179.922 2.042.387

Interests recorded as assets

6503


Value adjustments to current assets

Appropriations
6510

Write-backs
6511

Other financial charges

Amount of the discount borne by the enterprise, as a result of negotiating

amounts receivable
653

Provisions of a financial nature
Appropriations 6560
Uses and write-backs 6561
Allocation of other financial charges
Realized exchange losses 17.344.985 28.308.687
Bank Charges 187.398 240.496
Interests on financial instruments (Interest Rate Swap) 27.626.053 32.874.413

EXTRAORDINARY RESULTS

Allocation other extraordinary income

Allocation other extraordinary charges

Period

INCOME TAXE

Income taxes on the result of the current period 9134 1.104.932
Income taxes paid and withholding taxes due or paid 9135 1.104.932
Excess of income tax prepayments and withholding taxes recorded under assets 9136
Estimated additional taxes 9137
Income taxes on previous periods 9138
Taxes and withholding taxes due or paid 9139
Estimated additional taxes estimated or provided for 9140
In so far as income taxes of the current period are materially affected by differences between the
profit before taxes, as stated in the annual accounts, and the estimated taxable profit
Exempted dividends -266.077.617
DNA 106.962.045
Foreign taxes -1.104.931
Gain on disposal of shares -1.071.686.373
Provision 48.889.303

An indication of the effect of extraordinary results on the amount of income taxes relating to the current period

Codes Period
Status of deferred taxes
Deferred taxes representing assets 9141 98.698.449
Accumulated tax losses deductible from future taxable profits 9142
Other deferred taxes representing assets
Exempted Dividends 98.698.449
Deferred taxes representing liabilities 9144

Allocation of deferred taxes representing liabilities
Exempted Dividends
Codes Period Previous Period
THE TOTAL AMOUNT OF VALUE ADDED TAX AND TAXES BORNE BY THIRD
PARTIES
The total amount of value added tax charged
To the enterprise (deductible) 9145 7.141.455 3.721.129
By the enterprise 9146 5.231.766 1.829.766
Amounts retained on behalf of third parties for
Payroll withholding taxes 9147 7.230.766 5.523.583
Withholding taxes on investment income 9148 20.041.869 21.485.747
Code Period
PERSONAL GUARANTEES GIVEN OR IRREVOCABLY PROMISED BY THE ENTERPRISE
AS SECURITY FOR DEBTS AND COMMITMENTS OF THIRD PARTIES
9149

Of which

Bills of exchange in circulation endorsed by the enterprise
9150

Bills of exchange in circulation drawn or guaranteed by the enterprise
9151
Maximum amount for which other debts or commitments of third parties are guaranteed by the
enterprise
9153
REAL GUARANTEES
Real guarantees given or irrevocably promised by the enterprise on its own assets as a security of
debts and commitments from the enterprise
Mortgages
Book value of the immovable proporties mortgaged 9161
Amount of registration 9171
Pledging on goodwill - amount of registration 9181
Pledging of other assets - Book value of other assets pledged
9191

Guarantees provided on future assets - Amount of assets involved

9201
Real guarantees given or irrevocably promised by the enterprise on its own assets as a
security of debts and commitments from third parties
Mortgages
Book value of the immovable proporties mortgaged 9162
Amount of registration 9172
Pledging on goodwill - amount of registration 9182
Pledging of other assets - Book value of other assets pledged 9192

Guarantees provided on future assets - Amount of assets involved
9202
GOODS AND VALUES, NOT DISCLOSED IN THE BALANCE SHEET, HELD BY THIRD
PARTIES IN THEIR OWN NAME BUT AT RISK TO AND FOR THE BENEFIT OF THE
ENTERPRISE
SUBSTANCIAL COMMITMENTS TO ACQUIRE FIXED ASSETS
SUBSTANCIAL COMMITMENTS TO DISPOSE FIXED ASSETS
FORWARD TRANSACTIONS
Goods purchased (to be received)
9213

Goods sold (to be delivered)
9214

Currencies purchased (to be received)
9215 48.317.215

Currencies sold (to be delivered)

9216 48.317.215

INFORMATION RELATING TO TECHNICAL GUARANTEES, IN RESPECT OF SALES OR SERVICES

INFORMATION CONCERNING IMPORTANT LITIGATION AND OTHER COMMITMENTS NOT MENTIONED ABOVE

IF THEREIS A SUPPLEMENTARY RETIREMENTS OR SURVIVOR'S PENSION PLAN IN FAVOUR OF THE PERSONNEL OR THE EXECUTIVES OF THE ENTERPRISE, A BRIEF DESCRIPTION OF SUCH PLAN OF THE MEASURES TAKEN BY THE ENTERPRISE TO COVER THE RESULTING CHARGES

See Page C27/C28

RIGHTS AND COMMITMENTS NOT REFLECTED IN THE BALANCE SHEET

PENSIONS FUNDED BY THE ENTERPRISE

Estimated amount of the commitments resulting for the enterprise from past services

Code Period

9220

Methods of estimation

......................... .. NATURE AND BUSINESS PURPOSE OF OFF-BALANCE SHEET ARRANGEMENTS

Provided the risks or benefits arising from such arrangements are material and where the disclosure of such risks or benefits is necessary for assessing the financial position of the company; if required, the financial impact of these arrangements have to be mentioned too:

Codes Period Previous period
AFFILIATED ENTERPRISES
Financial fixed assets
(280/1) 6.958.948.099 5.986.343.482

Investments
(280) 6.958.948.099 5.986.343.482
Amounts receivable subordinated 9271
Other amounts receivable 9281
Amounts receivable 9291 1.864.697.245 1.910.934.531

After one year
9301 1.809.296.097 1.818.775.065
Within one year 9311 55.401.148 92.159.466

Current investments
9321

Shares
9331
Amounts receivable 9341
Amounts payable 9351 1.307.441.139 1.257.070.596

After one year
9361 1.015.564.000 1.015.564.000
Within one year 9371 291.877.139 241.506.596
Personal and real guarantees
Provided or irrevocably promised by the enterprise, as security for debts or
commitments of affiliated enterprises 9381 3.120.000
Provided or irrevocably promised by affiliated enterprises as security for debts or
commitments of the enterprise
9391
Other substancial financial commitments 9401

Financial results
Income from financial fixed assets 9421 319.683.710 250.399.383

Income from current assets
9431 128.493.959 134.573.140

Other financial income
9441

Debts charges
9461 42.753.375 41.000.041

Other financial charges
9471

Gains and losses on disposal of fixed assets
Obtained capital gains
9481

Obtained capital losses
9491

ENTERPRISES LINKED BY PARTICIPATING INTERESTS
Financial fixed assets
(282/3) 17.635.214 14.684.200
Investments (282) 17.635.214 14.684.200
Amounts receivable subordinated 9272
Other amounts receivable 9282
Amounts receivable
9292
After one year 9302
Within one year 9312

Amounts payable
9352
After one year 9362
Within one year 9372

TRANSACTIONS WITH RELATED PARTIES OUTSIDE NORMAL MARKET CONDITIONS

Mention of such operations if they are material, stating the amount of these transactions, the nature of the relationship with the related party and other information about the transactions necessary for the understanding of the financial position of the company:

Codes Period
DIRECTORS AND MANAGERS, INDIVIDUALS OR BODIES CORPORATE WHO CONTROL
THE ENTERPRISE WITHOUT BEING ASSOCIATED THEREWITH OR OTHER ENTERPRISES
CONTROLLED BY THESE PERSONS, OTHER ENTERPRISES CONTROLLED BY THE SUB
B. MENTIONED PERSONS WITHOUT BEING ASSOCIATED THEREWITH
Amounts receivable from these persons 9500
Conditions on amounts receivable
Guarantees provided in their favour 9501
Guarantees provided in their favour - Main condition
Other significant commitments undertaken in their favour 9502
Other significant commitments undertaken in their favour - Main condition
Amount of direct and indirect remunerations and pensions, included in the income statement, as
long as this disclosure does not concern exclusively or mainly, the situation of a single identifiable
person
To directors and managers 9503 1.050.000
To former directors and former managers 9504 102.000
Codes Period
AUDITORS OR PEOPLE THEY ARE LINKED TO
Auditor's fees
9505 354.000

Fees for exceptional services or special missions executed in the company by the auditor
Other attestation missions
95061 118.593

Tax consultancy
95062

Other missions external to the audit
95063

Fees for exceptional services or special missions executed in the company by people
they are linked to
Other attestation missions
95081

Tax consultancy
95082 7.500

Other missions external to the audit
95083

Mention related to article 133 paragraph 6 from the Companies Code

DERIVATIVES NOT MEASURED AT FAIR VALUE

FAIR VALUE OF FINANCIAL DERIVATIVES NOT MEASURED AT FAIR VALUE WITH INDICATION ABOUT THE NATURE AND THE VOLUME OF THE INSTRUMENTS

Net impact of hedging int. rates linked to a portion of the 'credit facility' 4.632.638 Net impact of the hedge of the fair value of the debt (EUR 1 055 000 000) -514.283

Period

INFORMATION RELATING TO CONSOLIDATED ACCOUNTS

INFORMATION THAT MUST BE PROVIDED BY EACH COMPANY, THAT IS SUBJECT OF COMPANY LAW ON THE CONSOLIDATED ANNUAL ACCOUNTS OF ENTERPRISES

The enterprise has drawn up publiced a consolidated annual statement of accounts and a management report*

The enterprise has not published a consolidated annual statement of accounts and a management report, since it is exempt for this obligation for the following reason*

The enterprise and its subsidiaries on consolidated basis exceed not more than one of the limits mentioned in art. 16 of Company Law*

The enterprise itself is a subsidiary of an enterprise which does prepare and publish consolidated accounts, in which her yearly statement of accounts is included*

If yes, justification of the compliance with all conditions for exemption set out in art. 113 par. 2 and 3 of Company Law:

Name, full address of the registered office and, for an enterprise governed by Belgian Law, the company number of the parent company preparing and publishing the consolidated accounts required:

INFORMATION TO DISCLOSE BY THE REPORTING ENTERPRISE BEING A SUBSIDIARY OR A JOINT SUBSIDIARY

Name, full address of the registered office and, for an enterprise governed by Belgian Law, the company number of the parent company(ies) and the specification whether the parent company(ies) prepare(s) and publish(es) consolidated annual accounts in which the annual accounts of the enterprise are included**

If the parent company(ies) is (are) (an) enterprise(s) governed by foreign law disclose where the consolidated accounts can be obtained**

* Delete where no appropriate.

** Where the accounts of the enterprise are consolidated at different levels, the information should be given for the consolidated aggregate at the highest level on the one hand and the lowest level on the other hand of which the enterprise is a subsidiary and for which consolidated accounts are prepared and published.

FINANCIAL RELATIONSHIPS OF THE GROUP LED BY THE COMPANY IN BELGIUM WITH THE AUDITOR(S) OR PEOPLE HE (THEY) IS (ARE) LINKED TO

Codes Period
Mentions related to article 134, paragraphs 4 and 5 from the Companies Law
Auditor's fees for carrying out an auditor's mandate on the level of the group led by the company that

publishes the information
9507 2.055.663

Fees for exceptional services or special missions executed in this group by the auditor(s)
Other attestation missions
95071 147.781

Tax consultancy
95072

Other missions external to the audit
95073 114.616

Fees for the people they are linked to the auditor(s) for carrying out an auditor's mandate on the level
of the group led by the company that publishes the information
9509

Fees for exceptional services or special missions executed in this group by the people they are linked

to the auditor(s)
Other attestation missions
95091

Tax consultancy
95092

Other missions external to the audit
95093

Mention related to article 133, paragraph 6 from the Companies Law

SOCIAL REPORT

Numbers of joint industrial committees which are competent for the enterprise:

STATEMENT OF THE PERSONS EMPLOYED EMPLOYEES RECORDED IN THE STAFF REGISTER

During the period and the previous
period
Codes 1. Full-time 2. Part-time 3. Total (T) or total
of full-time
equivalents (FTE)
3P.Total (T) or total
of full-time
equivalents (FTE)
(period) (period) (period) (previous period)
Average number of employees 100 78,9 12,0 88,8
(FTE)
80,5
(FTE)
Number of hours actually worked 101 125.496 14.775 140.271
(T)
125.700
(T)
Personnel costs 102 31.394.451 3.696.158 35.090.609
(T)
20.421.072
(T)
Advantages in addition to wages 103 xxxxxxxxxxxxxxx
xxxxxxx
xxxxxxxxxxxxxxx
xxxxxxx
(T) (T)
At the closing date of the period Codes 1. Full-time 2. Part-time 3. Total in full-time
equivalents
Number of employees recorded in the personnel register 105 87 15 99,1
By nature of the employment contract
Contract for an indefinite period 110 81 15 93,1
Contract for a definite period 111 6 6,0
Contract for the execution of a specifically assigned work 112
Replacement contract 113
According to the gender and by level of education
Male
120 36 1 36,4
primary education 1200
secondary education 1201
higher education (non-university) 1202 1 1,0
university education 1203 35 1 35,4
Female 121 51 14 62,7
primary education 1210
secondary education 1211 3 1 3,8
higher education (non-university) 1212 7 9 14,6
university education 1213 41 4 44,3
By professional category
Management staff 130 9 9,0
Employees 134 78 15 90,1
Workers 132
Other 133

HIRED TEMPORARY STAFF AND PERSONNEL PLACED AT THE ENTERPRISE'S DISPOSAL

During the period Codes 1. Temporary
personnel
2. Persons placed
at the disposal
of the enterprise
Average number of employees
150 0,3

Number of hours actually worked
151 512

Charges of the enterprise
152 15.836

TABLE OF PERSONNEL CHANGES DURING THE PERIOD

ENTRIES Codes 1. Full-time 2. Part-time 3. Total in full-time
equivalents
Number of employees recorded on the personnel register
during the financial year
205 23 6 27,5
By nature of the employment contract
Contract for an indefinite period 210 19 5 23,1
Contract for a definite period 211 4 1 4,4
Contract for the execution of a specifically assigned work 212
Replacement contract 213
DEPARTURES Codes 1. Full-time 2. Part-time 3. Total in full-time
equivalents
The number of employees with a in the staff register listed
date of termination of the contract during the period
305
11
1 11,8
By nature of the employment contract
Contract for an indefinite period 310 10 1 10,8
Contract for a definite period 311 1 1,0
Contract for the execution of a specifically assigned work 312
Replacement contract 313
According to the reason for termination of the
employment contract
Retirement 340 1 1,0
Early retirement 341
Dismissal 342 4 4,0
Other reason 343 6 1 6,8
Of which
the number of persons who continue to
render services to the enterprise at least
half-time on a self-employed basis
350

INFORMATION WITH REGARD TO TRAINING RECEIVED BY EMPLOYEES DURING THE PERIOD

Total number of official advanced professional training projects at
company expense
Codes Male Codes Female
Number of participating employees 5801 43 5811 71
Number of training hours 5802 95 5812 90
Costs for the company 5803 3.281 5813 2.781
of which gross costs directly linked to the training 58031 58131
of which paid contributions and deposits in collective funds 58032 3.281 58132 2.781
of which received subsidies (to be deducted) 58033 58133
Total number of less official and unofficial advance professional
training projects at company expense
Number of participating employees 5821 5831
Number of training hours 5822 5832
Costs for the company 5823 5833
Total number of initial professional training projects at company
expense
Number of participating employees 5841 5851
Number of training hours 5842 5852
Costs for the company 5843 5853

VALUATION RULES

SUMMARY OF VALUATION RULES. -----------------------------------------------

I. Formation expenses.

Formation expenses, which are not taken account of in the profit and loss account of the year, in which they are incurred, are depreciated over a maximum period of five years.

II. Intangible fixed assets.

R & D costs have been transferred to intangible fixed assets at their purchase or cost price.

In order to make results of the previous years comparable, R & D costs capitalized have been wholly depreciated as a charge against current profits but the difference between the actual amount of depreciation taken in the year and the gross amount capitalized has been treated as a write-back of depreciation in the exceptional profits.

Since 1984, a depreciation rate has been applied to these costs not exceeding that of reducing depreciation based on a life of four years, being in practice 50 % in the first year and 25 % in the second and third years. From 1990, a straight line depreciation rate of 33,33 % has been applied to these costs, based on a three year life considering "prorata temporis".

The purchase price of patents, licenses and similar items has been depreciated at a minimum rate equal to that of the assets required to handle the patent or process and otherwise over three years by the straight line method. From 1990, the purchase price of patents, licenses and similar items has been depreciated over a fixed number of years, whose number cannot be less than five, equivalent to 20 % per annum considering "prorata temporis".

The purchase price of patents, licenses and similar items can also be depreciated in function of a prudent appreciation on the duration of the economic life of this intangible asset.

The purchase or cost price of intangible fixed assets, other than those referred to above, and which are eligible for subsidies (costs of commercial studies, of organizations, etc.) have been wholly depreciated in the year in which these expenses were incurred.

Intangible fixed assets, whose depreciation is taken over a period of five years or less, are removed from the balance sheet along with the relevant depreciation during the fifth year following their inclusion in assets.

Software acquired which is not essential for the functioning of the computer system and of a value above 1.250 Euro has been treated as an intangible fixed assets and "prorata temporis" depreciated over five years on a straight line basis.

Intangible fixed assets, whose depreciation is taken over a period of five years or less, are removed from the balance sheet along with the relevant "prorata temporis" depreciation during the fifth year following their inclusion in assets.

Since 2003, costs of new acquisitions haven been depreciated on a "prorata temporis" basis.

III. Tangible fixed assets.

Fixed assets purchased from third parties have been included in the assets on the balance sheet at their purchase price ; assets manufactured by the company itself have been valued at their cost price.

The purchase or cost price has been depreciated on a straight line basis considering "prorata temporis" at the usual rates agreed by the tax authorities which prevent overvaluation of the net value of fixed assets.

These annual rates of depreciation are as follows :

Buildings, houses 3 %
Administrative buildings 3 %
Industrial buildings 5 %
Tools 15 %
Furniture and office equipment 15 %
Vehicles 20 %
Computer equipment and office machinery 33 1/3 %
Prototype equipment 33 1/3 %
Assets in the course of construction at the rate of the item
and provided for to which they will be transferred

In specific economical circumstances, write-off can be increased.

Tangible fixed assets sold to third parties have been written off at their gross value. At the same time the depreciation already taken in the previous year has been written back. The difference between the amount realized and the residual values gives rise to a surplus or deficit, which has been taken in exceptional profits and losses.

Fixed assets taken out of use have followed the same procedure. The residual value has been depreciated in total and taken against exceptional profits.

In the case of the transfer (by sale or contribution) of a branch of activity or of a division, the depreciation relating to the tangible fixed assets thus transferred during the year has been calculated pro rata temporis to the holding in the company.

VALUATION RULES

Reciprocally, the rule of pro rata temporis has been applied to those tangible fixed assets entering into the balance sheet of the company following the acquisition during the year of a branch of activity or of a division.

Software acquired essential for the functioning of the computer system has been treated as tangible fixed assets and has been depreciated in accordance with the rules in force for computer equipment, being 33 1/3 % per annum.

IV. Financial fixed assets.

Shareholdings have been valued individually each year by the Board of Directors on the basis of their valuation on the stock exchange, their realizable value, their income and their potential interest for the future of the UCB Group. Reductions in value, which have resulted, have been taken against exceptional profits and losses.

V. Stocks.

Bought-in items, both raw materials and supplies, have been valued at cost price or at market price, if the latter is lower.

The purchase price includes the value of the purchases increased by import duties or excise taxes, transport costs and taxes not recoverable and, where appropriate, unloading costs.

Write-offs are made annually on slow moving spares in order to achieve on a cumulative basis the same percentage write-off as depreciation on the corresponding tangible fixed assets. The annual charge may, however, not exceed 10 % of the value of the stock of these items at the end of the year.

Work in progress and finished goods have been valued at industrial cost, that is excluding general charges (other than factory overheads), depreciation and financial charges. This value has been reduced to likely selling prices, less related sales costs, if these are lower.

Marketable goods have been valued at their cost price or at market price at the end of the year, if the latter is lower.

The purchase price of major raw materials and consumable stores, including those incorporated in work in progress and finished goods, has been fixed in accordance with the LIFO method. The purchase price of other stocks has been ì fixed in accordance with the FIFO method.

VI. Receivables and liabilities.

Have been entered on the balance sheet at their nominal value.

Receivables have been written down if their repayment, when due, is wholly or partly uncertain or doubtful.

VII. Assets and commitments in foreign currencies.

Non-monetary assets and liabilities (for example stocks, buildings and shareholdings), resulting from an operation in foreign currencies, have been, and will continue to be, entered into the accounts at their acquisition value in Euro resulting from the conversion of the amount in foreign currency at the rate of exchange in force at the day on which the operation was done (historic rate).

This rule also applies to the conversion into Euro of monetary receivables and payables expresses in foreign currency. At the end of the year, however, the counter value in Euro of these items is subject to revaluation on the basis of the average spot market price, at the date to which the accounts are made up. The differences in conversion resulting from these revaluations are grouped together by currency. The net positive differences are booked as an accrued income, whilst the net negative differences are treated as costs. Currencies ì to be received or paid as a result of forward exchange contracts have been revaluated on the basis of the spot rate at the end of the year.

VIII. Provisions for risk and charges.

All risks affecting the company, have been the subject of provision which are re-assessed each year, following the ì rules of prudence, good faith and sincerity.

RIGHTS AND COMMITMENTS NOT INCLUDED IN THE BALANCE SHEET.

DESCRIPTION OF THE SUPPLEMENTARY SCHEME FOR RETIREMENT AND SURVIVING DEPENDANTS PENSIONS.

I. Supplementary scheme for retirement pensions.

UCB SA has made regulations setting out an objective to be attained concerning the resources to be made available to ì retired salaried staff. The objective decided upon is to be achieved by the payment to those retired, over and ì above the legal pension of :

VALUATION RULES

a) pensions or lump sums resulting from the maturity at the time of their retirement of group insurance policies, ì whose premiums have been paid by the person concerned throughout his career ;

b) possible pensions paid by the ASBL Fonds de Prévoyance UCB, a supplementary pension fund maintained from monthly ì payments made by the company ;

c) a special sum, depending on the length of service, paid by the company on their retirement.

II. Supplementary scheme for pensions to surviving dependants.

UCB SA has also subscribed to insurance policies in favor of the heirs of its salaried staff covering :

  • death benefit

  • temporary pensions to orphans.

These insurances are financed by the payment of annual premiums by the company.

In addition, the company pays to a widow of a salaried staff employee, who dies in service, a special payment as an additional widow's pension.

III. Other Benefits.

UCB SA has made internal regulations providing income to be given to employees absent through accident, sickness, maternity, etc., for periods which vary according to their length of service.

SUPPLEMENTARY INFORMATION

1. Issue of loan stock with warrants.

On the 10th of June, 2003, UCB made an issue outside the rights of preference of a loan stock of 600,000.00 Euro for five years, at a floating rate of interest, with 1,000 warrants. The exercise of these warrants, which would lead to the issue of 30,000,000 UCB unquoted nominal shares, whose transfer is subject to the control of the Board of Directors of UCB, is limited to the case where the Board would determine that the stability of the shareholding and the social interest of the company would be threatened. The shares resulting from the possible exercise of these warrants would be issued by reference to the market price during a period prior to their issue.

2. Audit fees (art. 134 §2 and 4 Companies Code)

In addition to the amounts agreed by the General Assembly if Shareholders, UCB SA paid to the College of Commissaires in 2011 supplementary fees for special work relating to audit, consultancy and fiscal advisory. The additional fee should not influence the independence of the College.

The total amount of this remuneration was Euro 517.190,00 EUR and is detailed as follows:

Audit Other audit
services
Due
diligence
Total
Total 354.000,00 126.093 0 480.093,00
  1. Major events after the balance sheet date

No major event occurred after the balance sheet date.