UCB — Annual Report 2012

Mar 26, 2013

Nr.	Date of the deposition	No. 0403.053.608	PP.	EUR E. D.	$C$ 1.1
				ANNUAL ACCOUNT IN EURO (2 decimals)
	NAME: UCB SA (ANGLAIS)
	Legal form: PLC
	Address: Allée de la Recherche				Nr.: 60
	Postal Code: 1070 Country: Belgium	City: Brussel 7
	Register of Legal Persons (RLP) - Office of the commercial court at: Bruxelles
	Internet address *:
				Company number:	0403.053.608
DATE	11/13/2009				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			4/25/2013
	concerning the financial year covering the period from		1/1/2012	till	12/31/2012
		Previous period from	1/1/2011	till	12/31/2011
	The amounts of the previous financial year are $/$ -are net $*$ identical to those which have been previously published.
	PricewaterhouseCoopers Reviseurs d'Entreprises SCCRL Woluwedal 18, 1932 Sint-Stevens-Woluwe, Belgium		position with the enterprise, OF DIRECTORS, MANAGERS AND AUDITORS 0429.501.944
	Title: Auditor, Number of membership: B00009
	Represented by: Fossion Jean
	Woluwedal 18, 1932 Sint-Stevens-Woluwe, Belgium
	Number of membership: A01235
	JANSSEN spouse of D. du MONCEAU de BERGENDAL Evelyne 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
	Enclosed to these annual accounts:
	Total number of pages deposited:	48			Number of the pages of the standard form not deposited for not being
	5.2.1, 5.2.3, 5.2.4, 5.3.4, 5.5.2, 5.17.2, 8, 9
Title : Director of service:	F.R. DOLIVEUX	and position			Signatu ame and positi

** Delete where appropriate.

$\mathbf{H} = \mathbf{0} \times \mathbf{0}$

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

DE GRAEVE Albrecht

Sabtsweg 8, 8340 Damme, Belgium Title : Director

FELLNER Peter

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

KINET Jean-Pierre

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

MAYR Gerhard

c/o UCB S.A. Allée de la Recherche 60, 1070 Brussel 7, Belgium Title : President of the board of directors

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

de Pret Arnoud

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

JANSSEN spouse of J. van RIJCKEVORSEL P. Bridget

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

JANSSEN Charles-Antoine

Avenue Brunard 46, 1180 Brussel 18, Belgium Title : Director

Nr.	0403.053.608

í.

$\hat{\mathbf{r}}$

$\circ$

$\langle$ 3

$C$ 1.1

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

EDELMAN Harriet

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

VANDAMME Alexandre

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

$\mathcal{L}$

Nr.	0403.053.608

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.

$C$ 1.2

Delete where appropriate.

$**$ Optional disclosure.

Nr. 0403.053.608

$\bar{\mathbf{z}}$

á,

TUCH

BALANCE SHEET

	Notes	Codes	Period	Previous period
ASSETS
FIXED ASSETS		20/28	7.024.820.139,57	7.015.464.134,01
Formation expenses	5.1	20	24.687.479,57	31.437.777,28
Intangible fixed assets communicates and international contract to the latest states of the latest states of the	5.2	21	33.600,56	188.680,73
Tangible fixed assets .	5.3	22/27	7.458.455,64	7.057.869,79
Land and buildings		22	5.776.935,20	5.822.572,19
Plant, machinery and equipment		23	293.308,10	97.378,83
Furniture and vehicles		24	988.171,66	229.571,56
Leasing and other similar rights		25
Other tangible fixed assets		26		1.165,04
Assets under construction and advance payments		27	400.040,68	907.182,17
	5.4/
Financial fixed assets communicated assets communicated assets communical	5.5.1	28	6.992.640.603,80	6.976.779.806,21
Affiliated enterprises	5.14	280/1	6.975.401.759.44	6.958.948.098.81
Participating interests		280	6.975.401.759,44	6.958.948.098,81
Amounts receivable		281
Other enterprises linked by participating interests	5.14	282/3	17.042.351,10	17.635.214,14
Participating interests		282	17.042.351,10	17.635.214,14
Amounts receivable		283
Other financial assets		284/8	196.493,26	196.493,26
Shares		284	196.493,26	196.493,26
Amounts receivable and cash guarantees		285/8
CURRENT ASSETS		29/58	2.149.005.670,93	2.114.843.475,24
Amounts receivable after more than one year		29	1.800.615.292,45	1.809.298.093,99
Trade debtors (and all and all and all and all and all and all and all and all and all and all and all and all and all and all and all and all and all and all and all and all and all and all and all and all and all and all		290
Other amounts receivable		291	1.800.615.292,45	1.809.298.093,99
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	61.242.754,73	56.323.796.22
Trade debtors		40	34.478.669,09	21.785.091,56
Other amounts receivable		41	26.764.085.64	34.538.704,66
Current investments .		50/53	147.120.119,91	138.891.005,27
Own shares		50	28.122.743,56	125.369.697,39
Other investments and deposits		51/53	118.997.376,35	13.521.307,88
Cash at bank and in hand		54/58	121.664.757,26	84.339.549,65
Deferred charges and accrued income	5.6	490/1	18.362.746,58	25.991.030,11
TOTAL ASSETS		20/58	9.173.825.810,50	9.130.307.609,25

0403.053.608 Nr.				C 2.2
EQUITY AND LIABILITIES	Notes	Codes	Period	Previous period
EQUITY		10/15	5.511.930.803,19	5.375.130.323,80
Capital ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,	5.7	10	550.095.156,00	550.095.156,00
Issued capital		100	550.095.156,00	550.095.156,00
Uncalled capital		101
Share premium account		11	1.601.342.846,00	1.601.342.846,00
Revaluation surpluses		12
Reserves		13	3.229.134.060,90	3.079.134.060,90
Legal reserve manufactured and reserve the contractor of the contractor of the contractor of the contractor of Reserves not available		130	55.009.515,60	55.009.515,60
. In respect of own shares held		131 1310	28.122.743,56 28.122.743,56	125.369.697,39 125.369.697,39
Other		1311
Untaxed reserves		132
Available reserves		133	3.146.001.801,74	2.898.754.847,91
Accumulated profits (losses)		14	131.358.740,29	144.558.260,90
Investment grants with the continuum of the continuum of the continuum of the continuum of the continuum of the continuum of the continuum of the continuum of the continuum of the continuum of the continuum of the continu		15
Advance to associates on the sharing out of the assets with the contract of the assets		19
PROVISIONS AND DEFERRED TAXES		16	56.958.425,80	50.985.480,83
Provisions for liabilities and charges		160/5	56.958.425,80	50.985.480,83
Pensions and similar obligations		160	2.309.859,00	1.452.624,00
Taxation		161
Major repairs and maintenance		162
Other liabilities and charges	5.8	163/5	54.648.566,80	49.532.856,83
Deferred taxes		168
AMOUNTS PAYABLE		17/49	3.604.936.581,51	3.704.191.804,62
Amounts payable after more than one year	5.9	17	2.096.417.420,62	3.124.434.292,99
Financial debts		170/4	2.050.000.000,00	3.066.164.000,00
Subordinated loans		170	300.000.000,00
Unsubordinated debentures		171		300.000.000,00
Leasing and other similar obligations			1.750.000.000,00	1.750.000.000,00
Credit institutions		172
Other loans		173
Trade debts		174		1.016.164.000.00
		175
Suppliers		1750
Bills of exchange payable		1751
Advances received on contracts in progress		176
Other amounts payable		178/9	46.417.420,62	58.270.292,99
Amounts payable within one year Current portion of amounts payable after more than one		42/48	1.418.357.722,96	540.394.808,96
year falling due within one year	5.9	42	1.015.564.000,00	290.000.000,00
Financial debts		43	184.453.992,47	39.034.082,10
Credit institutions		430/8	278.492,47	34.082,10
Other loans		439	184.175.500,00	39.000.000,00
Trade debts		44	12.403.274,53	12.243.885,73
Suppliers		440/4	12.403.274,53	12.243.885,73
Bills of exchange payable		441
Advances received on contracts in progress		46
Taxes, remuneration and social security	5.9	45	6.288.825,14	6.667.264,92
Taxes		450/3		783,45
Remuneration and social security		454/9	6.288.825,14	6.666.481,47
Other amounts payable		47/48	199.647.630,82	192.449.576,21
Accrued charges and deferred income	5.9	492/3	90.161.437,93	39.362.702,67
TOTAL LIABILITIES		10/49	9.173.825.810,50	9.130.307.609,25

Nr.		0403.053.608
-----	--	--------------

$\alpha$ , $\beta$ , $\beta$ , $\beta$

INCOME STATEMENT

	Notes	Codes	Period	Previous period
Operating income		70/74	46.044.951,93	43.954.438,38
Turnover		70
Increase (decrease) in stocks of finished goods, work and contracts in progress $(+)/(-)$		71
Own construction capitalised .		72
Other operating income		74	46.044.951,93	43.954.438.38
Operating charges communications contained a contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the		60/64	87.438.813.63	117.713.320,01
Raw materials, consumables		60
Purchases .		600/8
Decrease (increase) in stocks		609
Services and other goods		61	31.714.871,20	28.166.844,01
Remuneration, social security costs and pensions $\dots(+)$ /(-)	5.10	62	42.907.257,31	35.131.871,03
Depreciation of and amounts written off formation expenses, intangible and tangible fixed assets		630	4.789.774,80	4.463.217,75
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	5.663.044,80	48.619.702,48
Other operating charges	5.10	640/8	2.363.865,52	1.331.684,74
Operation charges carried to assets as restructuring costs		649
Operating profit (loss)		9901	-41.393.861,70	-73.758.881,63
Financial income		75	478.485.856,31	502.376.666,89
Income from financial fixed assets		750	318.006.582,33	319.799.491,67
Income from current assets		751	125.726.224,46	128.869.574,28
Other financial income	5.11	752/9	34.753.049,52	53.707.600,94
Financial charges	5.11	65	203.467.029.52	218.190.501,60
Debt charges		650	180.564.335,73	173.032.065,75
Amounts written down on current assets except stocks, contracts in progress and trade debtors		651
Other financial charges		652/9	22.902.693.79	45.158.435,85
Gain (loss) on ordinary activities before taxes (+)/(-)		9902	233.624.965,09	210.427.283,66

Nr. 0403.053.608 $\overline{a}$ , $\overline{a}$ , $\overline{a}$

		Codes	Period	Previous period
Extraordinary income		76	94.618.518,97	1.072.081.865,14
Write-back of depreciation and of amounts written down intangible and tangible fixed assets www.communication		760
Write-back of amounts written down financial fixed assets		761
Write-back of provisions for extraordinary liabilities and charges		762	269.601,35
Gains on disposal of fixed assets		763	94.348.917,62	1.072.081.865,14
Other extraordinary income		764/9
Extraordinary charges		66	3.370.732,50	99.491.575,59
Extraordinary depreciation of and extraordinary amounts written off formation expenses, intangible and tangible fixed assets		660
Amounts written down financial fixed assets		661	2.577.258,04	22.506.814.24
Provisions for extraordinary liabilities and charges - Appropriations (uses)		662	579.501,52	269.601,35
Loss on disposal of fixed assets		663		76.715.160,00
Other extraordinary charges	5.11	664/8	213.972,94
Extraordinary charges carried to assets as restructuring costs		669
Profit (loss) for the period before taxes (+)/(-)		9903	324.872.751,56	1.183.017.573.21
Transfer from postponed taxes		780
Transfer to postponed taxes		680
Income taxes		67/77	1.690.481.25	$-18.790.550.05$
Income taxes		670/3	1.690.481.25	1.104.931,71
Adjustment of income taxes and write-back of tax provisions		77		19.895.481,76
Profit (loss) for the period		9904	323.182.270.31	1.201.808.123,26
Transfer from untaxed reserves		789
Transfer to untaxed reserves		689
Profit (loss) for the period available for appropriation $(+)/(-)$		9905	323.182.270,31	1.201.808.123,26

0403.053.608 Nr.

Profit (loss) to be carried forward ....................................

Owner's contribution in respect of losses ..................................

Profit to be distributed ....................................

Dividends ....................................

Director's or manager's entitlements ....................................

Other beneficiaries ....................................

	Codes	Period	Previous period
Profit (loss) to be appropriated	9906	467.740.531.21	1.350.156.015,90
Gain (loss) to be appropriated	(9905)	323.182.270.31	1.201.808.123.26
Profit (loss) to be carried forward	14P	144.558.260,90	148.347.892.64
Transfers from capital and reserves	791/2
from capital and share premium account	791
from reserves	792
Transfers to capital and reserves	691/2	150.000.000,00	1.025.000.000.0
to capital and share premium account	691
to the legal reserve	6920
to other reserves	6921	150.000.000.00	1.025.000.000.00

$(14)$

794

694/6

694

695

696

131.358.740,29

186.381.790,92

186.381.790,92

	↵

144.558.260,90

180.597.755,00

180.597.755,00

EXPLANATORY DISCLOSURES

STATEMENT OF FORMATION EXPENSES

	Codes	Period	Previous period
Net book value at the end of the period .	20P	XXXXXXXXXXXXXXX	31.437.777.28
Movements during the period
New expenses incurred	8002
Depreciation	8003	6.750.297,71
Other	8004
Net book value at the end of the period	(20)	24.687.479.57
Of which
Formation or capital increase expenses, loan issue expenses and other formation expenses	200/2	24.687.479.57
Restructuring costs	204

$\mathcal{A}$ , $\mathcal{A}$

$\sim$ $\lambda$

$\bar{t}$

	Codes	Period	Previous period
CONCESSIONS, PATENTS, LICENCES, KNOWHOW, BRANDS AND SIMILAR RIGHTS
Acquisition value at the end of the period	8052P	XXXXXXXXXXXXXXX	775.400,85
Movements during the period
Acquisitions, including produced fixed assets	8022
Sales and disposals	8032
Transfers from one heading to another	8042
Acquisition value at the end of the period	8052	775.400.85
Depreciation and amounts written down at the end of the period	8122P	XXXXXXXXXXXXXXX	586.720,12
Movements during the period
Recorded	8072	155.080.17
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	741.800,29
NET BOOK VALUE AT THE END OF THE PERIOD	211	33.600,56

$\sim$ $\sim$

STATEMENT OF TANGIBLE FIXED ASSETS

	Codes	Period	Previous period
LAND AND BUILDINGS
Acquisition value at the end of the period	8191P	XXXXXXXXXXXXXXX	6.210.715,47
Movements during the period
Acquisitions, including produced fixed assets	8161
Sales and disposals	8171
Transfers from one heading to another	8181
Acquisition value at the end of the period	8191	6.210.715,47
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 immunicanous control of	8251
Depreciation and amounts written down at the end of the period	8321P	XXXXXXXXXXXXXXX	388.143,28
Movements during the period
Recorded	8271	45.636,99
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	433.780,27
NET BOOK VALUE AT THE END OF THE PERIOD	(22)	5.776.935,20

$\hat{\mathbf{r}}$

$\tilde{\mathcal{A}}$

	Codes	Period	Previous period
PLANT, MACHINERY AND EQUIPMENT
Acquisition value at the end of the period	8192P	XXXXXXXXXXXXXXX	132.837,21
Movements during the period
Acquisitions, including produced fixed assets	8162	118.382,63
Sales and disposals	8172
Transfers from one heading to another	8182	111.869,96
Acquisition value at the end of the period	8192	363.089,80
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	35.458,38
Movements during the period
Recorded	8272	34.323,32
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	69.781,70
NET BOOK VALUE AT THE END OF THE PERIOD	(23)	293.308,10

0403.053.608 Nr.

$\sim 3-1$ $\sim$ $-3$

	Codes	Period	Previous period
FURNITURE AND VEHICLES
Acquisition value at the end of the period	8193P	XXXXXXXXXXXXXX	5.037.534,75
Movements during the period
Acquisitions, including produced fixed assets	8163	116.551,01
Sales and disposals	8173	83.437,77
Transfers from one heading to another	8183	783.921,21
Acquisition value at the end of the period	8193	5.854.569,20
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	XXXXXXXXXXXXXXXX	4.807.963,19
Movements during the period
Recorded	8273	141.872,12
Written back	8283
Acquisitions from third parties	8293
Cancelled owing to sales and disposals	8303	83.437.77
Transfers from one heading to another	8313
Depreciation and amounts written down at the end of the period	8323	4.866.397,54
NET BOOK VALUE AT THE END OF THE PERIOD	(24)	988.171,66

$\overline{\phantom{a}}$

i,

	Codes	Period	Previous period
OTHER TANGIBLE FIXED ASSETS
Acquisition value at the end of the period	8195P	XXXXXXXXXXXXXXX	1.418.240,32
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	1.418.240,32
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	1.417.075,28
Movements during the period
Recorded	8275	1.165.04
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	1.418.240,32
NET BOOK VALUE AT THE END OF THE PERIOD	(26)

$\frac{1}{2}$

$\sim$

	Codes	Period	Previous period
ASSETS UNDER CONSTRUCTION AND ADVANCED PAYMENTS
Acquisition value at the end of the period	8196P	XXXXXXXXXXXXXXX	907.182,17
Movements during the period
Acquisitions, including produced fixed assets	8166	388.649,68
Sales and disposals	8176
Transfers from one heading to another	8186	$-895.791, 17$
Acquisition value at the end of the period	8196	400.040,68
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)	400.040,68

ç,

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STATEMENT OF FINANCIAL FIXED ASSETS

Codes	Period	Previous period
8391P	XXXXXXXXXXXXXXXX	6.995.894.809,69
8361	67.774.210,14
8371	51.320.549,51
8381
8391	7.012.348.470,32
8451P	XXXXXXXXXXXXXXX
8411
8421
8431
8441
8451
8521P	XXXXXXXXXXXXXXXX	36.923.471,58
8471
8481
8491
8501
8511
8521	36.923.471,58
8551P	XXXXXXXXXXXXXXX	23.239,30
8541
8551	23.239,30
(280)	6.975.401.759,44
281P	XXXXXXXXXXXXXXX
8581
8591
8601
8611
8621
8631
(281)
8651

$\tilde{\mathbf{r}}$

$\overline{\phantom{a}}$

	Codes	Period	Previous period
OTHER ENTERPRISES LINKED BY PARTICIPATING INTERESTS. PARTICIPATING INTERESTS AND SHARES
Acquisition value at the end of the period	8392P	XXXXXXXXXXXXXX	17.635.214,14
Movements during the period
Acquisitions, including produced fixed assets	8362	1.984.395,00
Sales and disposals	8372
Transfers from one heading to another	8382
Acquisition value at the end of the period	8392	19.619.609,14
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	2.577.258,04
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	2.577.258,04
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)	17.042.351,10
OTHER ENTERPRISES LINKED BY PARTICIPATING INTERESTS - AMOUNTS RECEIVABLE
NET BOOK VALUE AT THE END OF THE PERIOD	283P	XXXXXXXXXXXXXX
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

í,

	Codes	Period	Previous period
OTHER ENTERPRISES - PARTICIPATING INTERESTS AND SHARES
Acquisition value at the end of the period	8393P	XXXXXXXXXXXXXXX	198.894,79
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	198.894,79
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	2.401,53
Movements during the period	8543
Uncalled amounts at the end of the period	8553	2.401.53
NET BOOK VALUE AT THE END OF THE PERIOD	(284)	196.493,26
OTHER ENTERPRISES - AMOUNTS RECEIVABLE
NET BOOK VALUE AT THE END OF THE PERIOD	285/8P	XXXXXXXXXXXXXXX
Movements during the period
Additions	8583
Repayments	8593
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

$\overline{\phantom{a}}$

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 ass

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
	Number	%	$\frac{0}{0}$	financial statement	tary unit	$(+)$ or $(-)$ (in monetary units)
UCB Pharma PLC Allée de la Recherche 60 1070 Brussel 7 Belgium 0403.096.168				31/12/2012	EUR	499.609.445	$-308.097.936$
Ordinary Shares SOCIETE FINANCIERE UCB SA SE Rue Eugène Ruppert 12 2453 LUXEMBOURG Luxembourg	83443317 100,00		0,00	31/12/2012	EUR	170.001.123	11.222.302
Ordinary Shares UCB LUX S.A. SE Rue Eugène 12 2453 LUXEMBOURG Luxembourg		32634 100,00	0,00	31/12/2012	EUR	4.057.323.741	$-985.234.833$
Parts UCB FINANCE SA SE Lage Mosten 33 4822 NK BREDA Holland	127429778	96,22	3,78	31/12/2012	EUR	2.032.107.256	115.483.082
Parts UCB PHARMA FRANCE SE Rue Estienne d'Orves 420 F 92700 COLOMBES France	538459 100,00		0,00	31/12/2012	EUR	92.329.563	$-9.527.285$
Ordinary Shares VEDIM PHARMA SA SE Paseo de la Castellana 141 28046 MADRID Spain	512597	92,94	7,06	31/12/2012	EUR	19.979.725	$-1.821.295$
Parts UCB JAPAN Co LTD FC Shinjuku Grand Tower, 8-17-1 Nishi-Shinjuku Shinjuku-ku, 160-0023, Tokyo Japan	1235000 100,00		0,00	31/12/2012	JPY	5.434.187.081	1.503.153.665
Parts	69980 100,00		0,00

$\lambda$

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
	Number	$\%$	$\frac{0}{0}$	financial statement	tary unit	$(+)$ or $(-)$ (in monetary units)
UCB (INVESTMENTS) LTD SE Bath Road 208 SLOUGH, SL1 3WE Berkshire United Kingdom				31/12/2012	GBP	958.811.032	2.294.589
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	31/12/2012	MXN	35.822.817	$-16.699.875$
Ordinary Shares UCB PHARMA A.E. (GREECE) SE 63, Agiou Dimitriou Street 17456 Alimos Athens Greece	51449999 100,00		0,00	31/12/2012	EUR	4.763.530	$-815.635$
Ordinary Shares UCB (PHARMA) IRELAND LTD SE Unit Drug House, Magna Drive Magna Business Park, DUBLIN 24 Ireland	368013	99,85	0,15	31/12/2012	EUR	2.018.677	465.990
Parts KOREA UCB Co LTD FC 5th Fl. Grace Tower, 127, Teheran-ro Seoul 135-911 South Korea		59999 100,00	0,00	31/12/2012	KRW	13.700.331.282	3.130.786.062
Parts UCB TRADING (SHANGAI) CO LTD FC Room 317, No. 439 Fu Te Xi Yi Road Shanghai China	138666 100,00		0,00	31/12/2012	CNY	$-22.540.969$	2.578.605
Parts UCB PHARMA A.S. (Turkey) FC Rüzgarlibaçe, Cumhuriyet Caddesi Gerçekler Sitesi B, kavacik/Beykoz, 34805 ISTANBUL Turkey		1 100,00	0,00	31/12/2012	TRY	11.551.946	3.409.852
Parts	86813	7,93	92,07

$\tilde{\mathcal{G}}$ :

$\bar{t}$

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
	Number	$\frac{0}{0}$	$\frac{0}{6}$	financial statement	tary unit	$(+)$ or $(-)$ (in monetary units)
UCB INDIA PRIVATE Ltd FC 504, Peninsula Corporate Park, Ganpatrao Kadam 4000013 MUMBAI India				31/12/2012	INR	288.455.580	90.343.497
Ordinary Shares UCB S.R.O (TCHEQUIE) SA SE Thamova 13 18600 PRAHA 8 Czech Republic		3527 100,00	0,00	31/12/2012	CZK	77.068.063	10.047.950
Parts UCB GMBH SE Alfred Nobelstrasse 10 D 40789 MONHEIM Germany	12300600 100,00		0,00	31/12/2012	EUR	675.230.530	$-49.497.241$
Parts UCB HUNGARY LTD FC Obuda Gate Building, Arpad Fejelum utja $26 - 28$ 1023 BUDAPEST Hungary	394000	5,21	94,79	31/12/2012	HUF	168.172.672	2.651.477
Parts UCB PHARMA SP. z.o.o. (Poland) SE Ul. kruczkowskego 8 00-380 WARSAWA Poland	148000000 100,00		0,00	31/12/2012	PLN	25.795.560	917.903
Ordinary Shares UCB Pharma LLC (Russia) FC Shturvalnaya str. bldg15 1253645 Moscow Russia (Federation)	236456 78,05 21,95			31/12/2012	RUB	$-19.108.196$	$-60.619.401$
Ordinary Shares UCB Bulgaria EOOD FC Lyubata Str. FI4 1407 Lozenetz, Sofia Bulgaria		1 100,00	0,00	31/12/2012	BGN	187.493	182.493
Ordinary Shares		500 100,00	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
	Number	$\frac{0}{0}$	$\frac{0}{0}$	financial statement	tary unit	$(+)$ or $(-)$ (in monetary units)
UCB Pharma Brasil Ltda FC Sete de Setembre 67, sala 301 2005000 Rio de Janeiro Brazil				31/12/2012	BRL	168.308.756	$-731.940$
Parts UCB Pharma Romania FC 40-44 Banu Antonache, 4th fl., district 1 011665 Bucharest Romania	169397250 100,00		0,00	31/12/2012	RON	509.266	505.857
Ordinary Shares UCB Pharma Logistics LLC FC Shabolovka street 10 bldg 2 119048 Moscow Russia (Federation)		20 100,00	0,00	31/12/2012	RUB	10.644.013	42.083.900
Ordinary Shares Uni-Mediflex Private Limited FC 504, Peninsula Corporate Park Ganpatrao Kadam Marg 400013 Mumbay India		1 100,00	0,00	31/12/2012	INR	7.847.091	$-97.725$
Ordinary Shares Biotie Therapies Corp. FC Tykistökatu 6 20520 Turku Finland	290000 100,00		0,00	31/12/2012	EUR	6.600.330	$-2.855.430$
Ordinary Shares	41566710	9,00	91,00

Nr. 0403.053.608

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

	Codes	Period	Previous period
INVESTMENTS: OTHER INVESTMENTS AND DEPOSITS
Shares	51	7.783,88	7.783,88
Book value increased with the uncalled amount	8681	7.783.88	7.783,88
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	118.989.592,47	13.513.524,00

DEFFERED CHARGES AND ACCRUED INCOME

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

Deferred charges Deferred charges - Hybrid Capital bond Accrued interests

1.249.204,96 964.980,35 16.148.561,27

Period

$C$ 5.6

à

Ŷ.

STATEMENT OF CAPITAL AND STRUCTURE OF SHAREHOLDINGS

STATEMENT OF CAPITAL	Codes	Period	Previous period
Social capital
Issued capital at the end of the period	100P	XXXXXXXXXXXXXX	550.095.156,00
Issued capital at the end of the period	(100)	550.095.156,00
	Codes	Amounts	Number of shares
Changes during the period:
Structure of the capital Different categories of shares
Ordinary shares		550.095.156,00	183.365.052
Registered shares	8702	XXXXXXXXXXXXXX	66.404.351
Bearer shares and/or dematerialized shares	8703	XXXXXXXXXXXXXX	116.960.701
	Codes	Uncalled	Capital called,

	OUUCU	canita	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	2.405.118,00
Number of shares held	,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,	8722	801.706
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 may be maximum contained a control of the control of the control of the control of the control of the control of the control of the control of the control of the control	8742
Following the exercising of SUBSCRIPTION RIGHTS
	Number of outstanding subscription rights	8745	32,600
	Amount of capital to be subscribed	8746	97.800,00
	Corresponding maximum number of shares to be issued material content content content of the content of the content of the content of the content of the content of the content of the content of the content of the content of	8747	32,600
Authorized capital, not issued		8751

$\ddot{\phantom{a}}$

¥

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

STATEMENT OF CAPITAL AND STRUCTURE OF SHAREHOLDINGS

Following the structure of the shareholdings of the enterprise as at the annual balancing of the books:

1. On 31 December 2012 the capital of UCB amounted to € 550 095 156 and was represented by 183 365 052 shares.

2. UCB's main shareholder is Financière de Tubize S.A., a company listed on Euronext Brussels.

Financière de Tubize has made a transparency notification of its holding in UCB on 1 September 2008 and in subsequent notifications, in compliance with the Law of 2 May 2007 on the publication of significant shareholdings in listed companies. According to article 3, § 1, 13° of the Law of 2 May 2007, Financière de Tubize acts in concert with Schwarz Vermögensverwaltung GmbH.

Their holdings are listed under Nos 1-4 in the table hereunder. The shares that are covered by this agreement, including the shares held by Financière de Tubize represent 40.81% of the share capital of UCB.

53.06% of Financière de Tubize is held by the Janssen family.

In accordance with the latest subsequent notifications made in compliance with the Law of 2 May 2007, the present UCB major shareholders are:

		Current	Date (according to the notification in compliance with the law of 2 May, 2007)
Capital $\epsilon$		550,095,156
Shares		183,365,052
1 Financière de Tubize SA (Tubize)		66,370,000	05 October 2011
	$\frac{6}{6}$	36.20
2UCB SA		801,706	31 December 2012
assimilated securities (1)		2,500,000	26 June 2012
	$\frac{0}{0}$	1.80
options (2)		6,606,638	27 April 2012
3 UCB Fipar SA		891,534	31 December 2012
assimilated securities		1,800,000	27 April 2012
	%	1.47
4 Schwarz Vermögensverwaltung GmbH		2,471,404	05 October 2011
	$\frac{0}{0}$	1.35
Tubize + linked companies + concert 4 (excluding options) has declared acting in concert with Schwarz Vermögensverwaltung GmbH & Co KG.	Tubize	74,834,644	31 December 2012
	$\frac{0}{0}$	40.81
5 The Capital Group Companies		20,828,907	05 September 2012
	$\frac{9}{6}$	11.36
6 Vanguard Health Care Fund		5,821,811	30 March 2012
	$\frac{0}{6}$	3.17

(2) JP at obtensivers exercised, this wood reme las additional appropriated 1,60 hs

STATEMENT OF CAPITAL AND STRUCTURE OF SHAREHOLDINGS

The remainder of UCB shares is held by the public.

In 1999 and 2000 respectively, UCB issued 145 200 and 236 700 warrants:

• All 145 200 warrants have expired. $\bullet$
• . The 236 700 warrants issued in 2000 each confer the right to subscribe for one ordinary share: following the cancellation, expiration and exercise of part of these warrants, 32 600 warrants can still be exercised up to 31 May 2013.
• 1. The evolution of the capital and of the shareholders structure on 1 January 2012 is mentioned in the Corporate Governance chapter of the 2012 annual report.
• 1. UCB acquired 1 426 541 UCB shares in 2012. On 31 December 2012, UCB held a total of 3 301 706 UCB shares (801 706 shares and 2 500 000 assimilated securities), representing 1.80% of the total number of UCB shares.

UCB Fipar S.A., an affiliate indirectly controlled by UCB, acquired 746 800 UCB shares in 2002, 372 904 UCB shares in 2003, 1 064 200 UCB shares in 2004, 370 000 UCB shares in 2005, 950 000 UCB shares in 2006 and 1 UCB share in 2012. As of 31 December 2012, UCB Fipar S.A. held a total of 2 691 534 UCB shares (891 534 shares and 1 800 000 assimilated securities) representing 1.47% of the total number of UCB shares.

UCB S.C.A., an affiliate indirectly controlled by UCB, acquired 61 200 UCB shares in 2007, 50 384 UCB shares in 2008, 128 116 UCB shares in 2009 and 239 639 UCB shares in 2010. As of 31 December 2012, UCB S.C.A. no longer holds UCB shares.

PROVISIONS FOR OTHER LIABILITIES AND CHARGES

ALLOCATION OF THE HEADING 163/5 OF LIABILITIES IF THE AMOUNT IS CONSIDERABLE

Provision - Various Provision for Stock Options Provision for Stock Awards

Period 579.501,52 41.814.108,56 12.254.956,72

$\mathcal{L}$ .

é.

STATEMENT OF AMOUNTS PAYABLE, ACCRUED CHARGES AND DEFERRED INCOME

INCOME	Codes	Period
ANALYSIS BY CURRENT PORTIONS OF AMOUNTS INITIALLY PAYABLE AFTER MORE THAN ONE YEAR
Amounts payable after more than one year, not more than one year
Financial debts	8801
Subordinated loans	8811
Unsubordinated debentures	8821
Leasing and other similar obligations	8831
Credit institutions	8841
Other loans	8851
Trade debts	8861
Suppliers ………………………………………………………………………………………………	8871
Bills of exchange payable	8881
Advance payments received on contracts in progress	8891
Other amounts payable	8901	1.015.564.000,00
Total amounts payable after more than one year, not more than one year	(42)	1.015.564.000,00
Amounts payable after more than one year, between one and five years
Financial debts	8802	2.050.000.000,00
Subordinated loans	8812	300.000.000,00
Unsubordinated debentures	8822	1.750.000.000,0
Leasing and other similar obligations	8832
Credit institutions	8842
Other loans	8852
Trade debts	8862
Suppliers ………………………………………………………………………………………………	8872
Bills of exchange payable	8882
Advance payments received on contracts in progress	8892
Other amounts payable	8902	46.417.420,62
Total amounts payable after more than one year, between one and five years	8912	2.096.417.420.62
Amounts payable after more than one year, over five years
Financial debts ………………………………………………………………………………………………	8803
Subordinated loans	8813
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
Total amounts payable after more than one year, over five years	8913

	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
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	6.288.825,14

l,

Nr.

$| 0403.053.608$

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$C$ 5.9

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ACCRUED CHARGES AND DEFERRED INCOME

Allocation of the heading 492/3 of liabilities if the amount is considerable

Interests accrued charges

Other accrued charges

Deferred income interests

Period 30.269.863,42 255.161,33 59.636.413,18

í,

$C$ 5.10

	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	112	102
Average number of employees calculated in full-time equivalents	9087	101,6	88,8
Number of actual worked hours	9088	156.223	140.271
Personnel costs
Remuneration and direct social benefits	620	21.642.301,64	16.753.039,66
Employers' social security contributions	621	3.906.316,07	4.145.033,81
Employers' premiums for extra statutory insurances	622	2.872.408,21	2.030.502,69
Other personnel costs	623	14.450.591,43	12.162.032,56
Old-age and widows' pensions	624	35.639,96	41.262.31
Provisions for pensions
Additions (uses and write-back)	635	857.235,00	$-643.553,00$
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	64.540.343.93	49.263.235,48
Uses and write-back	9116	58.877.299,13	643.533,00
Other operating charges
Taxes related to operation	640	2.076.782,62	1.329.811,66
Other charges	641/8	287.082,90	1.873,08
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	0,4	0,3
Number of actual worked hours	9098	781	512
Charges to the enterprise	617	21.921,00	15.836,16

	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		7.834.336,64	15.141.212,99
Interests on financial instruments (Interest Rate Swap)		26.860.094,01	37.842.809,67
Realization of capital gains on current investments		58.618,87	723.578,28
Amounts written down off loan issue expenses and repayment premiums	6501	2.338.600,55	2.179.921.84
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		7.322.638.11	17.344.984,77
Bank Charges		230.105.80	187.397,60
Interests on financial instruments (Interest Rate Swap)		9.336.842,36	27.626.053,48
Impairment on equity securities - Treasury shares		4.830.769,35
Losses on disposal of equity securities		1.182.338,17

EXTRAORDINARY RESULTS

Allocation other extraordinary income

Allocation other extraordinary charges

Other expenses

Write off on commercial debts

$\lambda$ .

i,

Period
Codes

	-----
INCOME TAXE
Income taxes on the result of the current period	9134	1.690.481,25
Income taxes paid and withholding taxes due or paid	9135	1.690.481.25
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
Provision		5.972.944.00
Exempted dividends		-256.134.722.00
DNA		21.333.425,00
Foreign taxes		$-1.690.481.00$
Gain on disposal of shares		$-94.348.917,00$

V.

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	147.333.482,00
Accumulated tax losses deductible from future taxable profits	9142
Other deferred taxes representing assets
Exempted Dividends		147.333.482,00
Deferred taxes representing liabilities	9144
Allocation of deferred taxes representing liabilities

	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	9.827.792,82	7.141.455,39
By the enterprise	9146	7.369.268.18	5.231.765.96
Amounts retained on behalf of third parties for
Payroll withholding taxes	9147	9.060.961,61	7.230.766.38
Withholding taxes on investment income	9148	14.868.312,05	20.041.869.36

$C$ 5.12

$\overline{\overline{u}}$

RIGHTS AND COMMITMENTS NOT REFLECTED IN THE BALANCE SHEET

	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 museum museum controller controller	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	19.956.252,75
Currencies sold (to be delivered)	9216	19.956.252,75

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

	Code	Period
PENSIONS FUNDED BY THE ENTERPRISE
Estimated amount of the commitments resulting for the enterprise from past services	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 imp mentioned too:

ä.

$\tilde{\tau}$

RELATIONSHIPS WITH AFFILIATED ENTERPRISES AND ENTERPRISES LINKED BY PARTICIPATING INTERESTS

Financial fixed assets (280/1) 6.975.401.759,44 6.958.948.098,81 Investments (280) 6.975.401.759,44 6.958.948.098,81 Amounts receivable subordinated 9271 Other amounts receivable 9281 Amounts receivable 9291 1.859.960.016,37 1.864.697.245,21 After one year 9301 1.800.614.692,42 1.809.296.097.10 Within one year 9311 59.345.323,95 55.401.148,11 Current investments 9321 Shares 9331 Amounts receivable 9341 Amounts payable 9351 1.017.066.569,79 1.307.441.139,00 After one year 9361 1.015.564.000,00 9371 Within one year 1.017.066.569,79 291.877.139,00 Personal and real guarantees Provided or irrevocably promised by the enterprise, as security for debts or 9381 3.120.000,00 commitments of affiliated enterprises Provided or irrevocably promised by affiliated enterprises as security for debts or 9391 commitments of the enterprise Other substancial financial commitments 9401 Financial results Income from financial fixed assets 9421 318.006.582,33 319.683.709,80 Income from current assets 9431 123.941.376,95 128.493.959,04 Other financial income 9441 Debts charges 9461 44.350.048,85 42.753.375,00 9471 Other financial charges Gains and losses on disposal of fixed assets Obtained capital gains 9481 Obtained capital losses 9491 ENTERPRISES LINKED BY PARTICIPATING INTERESTS Financial fixed assets 17.042.351,10 17.635.214,14 (282/3) Investments (282) 17.042.351,10 17.635.214,14 Amounts receivable subordinated 9272 Other amounts receivable 9282 9292 Amounts receivable 9302 After one year Within one year 9312 Amounts payable 9352 9362 After one year 9372 Within one year		Codes	Period	Previous period
	AFFILIATED ENTERPRISES

RELATIONSHIPS WITH AFFILIATED ENTERPRISES AND ENTERPRISES LINKED BY PARTICIPATING INTERESTS

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

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FINANCIAL RELATIONSHIPS WITH

	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	851.500,00
To former directors and former managers	9504	172.500,00

	Codes	Period
AUDITORS OR PEOPLE THEY ARE LINKED TO
Auditor's fees	9505	405.000,00
Fees for exceptional services or special missions executed in the company by the auditor
Other attestation missions	95061	52.000,00
Tax consultancy	95062
Other missions external to the audit	95063	28.743,00
Fees for exceptional services or special missions executed in the company by people they are linked to
Other attestation missions	95081
Tax consultancy	95082	1.500,00
Other missions external to the audit	95083	900.00

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'

Period
891.156,00

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 thisobligation 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 $Law³$

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.

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	. 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	89,1	15,6	(FTE) 101.6	(FTE) 88,8
Number of hours actually worked	101	137.840	18,383	156.223 (T)	140.271 (T)
Personnel costs	102	37.826.848,39	5.044.768.96	42.871.617,35	35.090.608,72 (T)
Advantages in addition to wages	103	XXXXXXXXXXXXXXX	XXXXXXXXXXXXXXXX	(1)	(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	95	17	108.4
By nature of the employment contract
Contract for an indefinite period	110	86	17	99,4
Contract for a definite period	111	9		9,0
Contract for the execution of a specifically assigned work	112
Replacement contract	113
According to the gender and by level of education Male	120	45	2	46.3
primary education	1200
secondary education	1201
higher education (non-university)	1202	1		1.0
university education	1203	44	2	45,3
Female	121	50	15	62,1
primary education	1210
secondary education	1211	2	1	2.8
higher education (non-university)	1212	8	8	14.8
university education	1213	40	6	44,5
By professional category
Management staff	130	15		15.0
Employees	134	80	17	93,4
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	0,4
Number of hours actually worked	151	781
Charges of the enterprise	152	21.921.00

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	22		22.2
By nature of the employment contract
Contract for an indefinite period	210	17	3	17.2
Contract for a definite period	211	5		5,0
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	14		14,9
By nature of the employment contract
Contract for an indefinite period	310	12		12,9
Contract for a definite period	311	2		2,0
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
Early retirement	341
Dismissal	342			1,9
Other reason	343	13		13,0
Of which the number of persons who continue to render services to the enterprise at least half-time on a self-employed basis	350

J.

i,

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	1	5811
Number of training hours	5802	16	5812	24
Costs for the company	5803	2.597,93	5813	3.736,28
of which gross costs directly linked to the training	58031		58131	910.84
of which paid contributions and deposits in collective funds	58032	2.597.93	58132	2.825,44
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	44	5831	59
Number of training hours	5822	413	5832	889
Costs for the company	5823	12.111.00	5833	26.096.05
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 vears, 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.

46/48

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 maior 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 i 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 i 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 i 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 i retired salaried staff. The objective decided upon is to be achieved by the payment to those retired, over and i above the legal pension of :

$C₇$

VALUATION RULES

a) pensions or lump sums resulting from the maturity at the time of their retirement of group insurance policies, i 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 i 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 2012 supplementary fees for special work relating to audit, consultancy and fiscal advisory. The total amount of this remuneration was Euro 457.000,00 EUR and is detailed as follows:

	Audit	Other audit services	Due diligence	Total
Total	405.000,00	52.000	0	457.000,00

1. Major events after the balance sheet date

No major event occurred after the balance sheet date.