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UCB Annual Report 2017

Mar 23, 2018

4017_rns_2018-03-23_d655d4e1-e05b-44bd-8548-6e2da4f3947c.pdf

Annual Report

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$\overline{A}$ $\Omega$
40
FLIR
-91
NAT. Filing date Nr.
U. υ.

ANNUAL ACCOUNTS AND OTHER DOCUMENTS TO BE FILED UNDER BELGIAN COMPANY LAW

IDENTIFICATION DETAILS

NAME: UCB SA
Legal form: Public limited company
Address: Allée de la Recherche
Postal code: 1070
Country: Belgium
Register of legal persons - commercial court Brussels, French-speaking
Website address 1 :
Company identification number BE 0403.053.608
24 / 04 / 2014
DATE
of filing the memorandum of association OR of the most recent document mentioning
the date of publication of the memorandum of association and of the act amending the articles of association.
ANNUAL ACCOUNTS IN EUROS
ANNUAL ACCOUNTS
approved by the general meeting of 25/04 2018
01 / 01 /
2017
Regarding the financial year from
to
31 / 12 / 2017
01 /
01/
2016
Preceding financial year from
to
31 / 12 / 2016
The amounts for the preceding period are / axex mate identical to the ones previously published.
60.
Total number of nogon filed:
Number of eastless of the step-devil femining Clad because

Total number of pages filed: ...............60................... Numbers of sections of the standard form not filed because they serve no useful purpose: ....6.2.1, 6.2.2, 6.2.5, 6.3.4, 6.5.2, 6.17, 6.18.2, 6.20, 8, 9

Jean-Christophe TELLIER Director

Evelyn du Monceau /
Chairman of the Board of Directors

$\mathbf{1}$ Optional information. $F1$

$\overline{c}$ Strike out what is not applicable.

LIST OF DIRECTORS, BUSINESS MANAGERS AND AUDITORS AND DECLARATION REGARDING A COMPLIMENTARY REVIEW OR CORRECTION ASSIGNMENT

LIST OF THE DIRECTORS, BUSINESS MANAGERS AND AUDITORS

COMPLETE LIST with surname, first names, profession, place of residence (address, number, postal code and municipality) and position within the company

Gerhard MAYR
c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belgium
Chairman of the board of directors
- 27/04/2017
Evelyn JANSSEN épse de D. du MONCEAU de BERGENDAL
c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belgium
Chairman of the board of directors
27/04/2017 -
Pierre GURDJIAN
c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belgium
Vice-chairman of the board of directors
27/04/2017 -
Jean-Christophe TELLIER
c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belgium
Director
Alice DAUTRY
c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belgium
Director
Kay DAVIES
c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belgium
Director
Albrecht DE GRAEVE
c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belgium
Director
Harriet EDELMAN
c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belgium
Director
- 27/04/2017
Charles-Antoine JANSSEN
c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belgium
Director
Cyril JANSSEN
c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belgium
Director
Norman J. ORNSTEIN
c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belgium
Director
Cédric van RIJCKEVORSEL
c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belgium
Director
Ulf WIINBERG
c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belgium
Director
Viviane MONGES
c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belgium
Director
27/04/2017 -
Roch DOLIVEUX
Allée de la Recherche 60, 1070 Anderlecht, Belgium
Director
27/04/2017 -
PwC Réviseurs d'Entreprises SCCRL
Nr.: BE 0429.501.944
Woluwe Garden Woluwedal 18, 1932 Sint-Stevens-Woluwe, Belgium
Membership nr.: B00009
Auditor

Represented by:

LIST OF THE DIRECTORS, BUSINESS MANAGERS AND AUDITORS (CONTINUED)

COMPLETE LIST with surname, first names, profession, place of residence (address, number, postal code and municipality) and position within the company

Romain SEFFER Woluwedal 18, 1932 Sint-Stevens-Woluwe, Belgium Membership nr.: A02047

DECLARATION REGARDING A COMPLIMENTARY REVIEW OR CORRECTION ASSIGNMENT

The managing board declares that no audit or correction assignment has been given to a person who was not authorised to do so by law, pursuant to art. 34 and 37 of the law of 22th April 1999 concerning accounting and tax professions.

The annual accounts were / were not audited or corrected by an external accountant or by a company auditor who is not the statutory auditor. XXX

If affirmative, mention hereafter: surname, first names, profession and address of each external accountant or company auditor and his membership number with his Institute as well as the nature of his assignment:

  • A. Bookkeeping of the enterprise ∗∗,
  • B. Preparing the annual accounts ∗∗,
  • C. Auditing the annual accounts and/or
  • D. Correcting the annual accounts.

If the tasks mentioned under A. or B. are executed by certified accountants or certified bookkeepers - tax specialists, you can mention hereafter: surname, first names, profession and address of each certified accountant or certified bookkeeper - tax specialist and his/her affiliation number with the Institute of Accounting Professional and Tax Experts and the nature of his/her assignment.

Surname, first names, profession and address Affiliation number Nature of the
assignment
(A, B, C and/or D)

Strike out what is not applicable.

∗∗ Optional information.

ANNUAL ACCOUNTS

BALANCE SHEET AFTER APPROPRIATION

Discl. Codes Period Preceding period
ASSETS
Formation expenses 6.1 20 12.311.017 15.679.970
FIXED ASSETS 21/28 4.822.320.141 4.790.528.594
Intangible fixed assets 6.2 21 376.605 393.656
Tangible fixed assets 6.3 22/27 8.965.949 7.503.811
Land and buildings 22 5.752.315 5.809.884
Plant, machinery and equipment 23 866.519 974.733
Furniture and vehicles 24 145.247 207.275
Leasing and similar rights 25
Other tangible fixed assets 26
Assets under construction and advance payments 27 2.201.868 511.919
Financial fixed assets 6.4/6.5.1 28 4.812.977.587 4.782.631.127
Affiliated enterprises 6.15 280/1 4.797.799.212 4.767.452.752
Participating interests 280 4.797.799.212 4.767.452.752
Amounts receivable 281
Enterprises linked by participating interests 6.15 282/3 15.126.590 15.126.590
Participating interests 282 15.126.590 15.126.590
Amounts receivable 283
Other financial assets 284/8 51.785 51.785
Shares 284 51.785 51.785
Amounts receivable and cash guarantees 285/8
Discl. Codes Period Preceding period
CURRENT ASSETS 29/58 3.135.574.217 3.195.628.967
Amounts receivable after more than one year 29 1.150.397.211 2.145.108.433
Trade debtors 290 . .
Other amounts receivable 291 1.150.397.211 2.145.108.433
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 37 . .
Amounts receivable within one year 40/41 1.591.293.825 633.833.969
Trade debtors 40 19.411.606 17.794.359
Other amounts receivable 41 1.571.882.219 616.039.610
Current investments 50/53 156.395.951 153.019.315
Own shares 50 155.725.242 141.173.133
Other investments 51/53 670.709 11.846.182
Cash at bank and in hand 54/58 27.574.494 29.147.252
6.6
Deferred charges and accrued income
490/1 209.912.736 234.519.998
TOTAL ASSETS 20/58 7.970.205.375 8.001.837.531

Nr. BE 0403.053.608

Discl. Codes Period Preceding period
EQUITY AND LIABILITIES
EQUITY 10/15 5.547.611.071 5.737.136.602
Capital 10 583.516.974 583.516.974
Issued capital 100 583.516.974 583.516.974
Uncalled capital 101 . .
Share premium account 11 1.999.541.662 1.999.541.662
Revaluation surpluses 12
Reserves 13 2.964.552.435 3.154.077.966
Legal reserve 130 58.351.698 58.351.697
Reserves not available 131 155.725.242 141.173.133
In respect of own shares held 1310 155.725.242 141.173.133
Other 1311 . .
Untaxed reserves 132 . .
Available reserves 133 2.750.475.495 2.954.553.136
Accumulated profits (losses) 14 . .
Investment grants 15 .
Advance to associates on the sharing out of the assets 19 . .
PROVISIONS AND DEFERRED TAXES 16 41.411.404 47.637.011
Provisions for liabilities and charges 160/5 41.411.404 47.637.011
Pensions and similar obligations 160 254.779 333.569
Taxation 161 . .
Major repairs and maintenance 162 . .
Environmental obligations 163 . .
Other liabilities and charges 6.8 164/5 41.156.625 47.303.442
Deferred taxes 168

$Nr.$

BE 0403.053.608

$F3.2$

Nr. BE 0403.053.608 F 3.2
Discl. Codes Period Preceding period
AMOUNTS PAYABLE 17/49 2.381.182.900 2.217.063.918
Amounts payable after more than one year 6.9 17 1.500.625.501 1.526.567.953
Financial debts 170/4 1.500.625.501 1.526.567.953
Subordinated loans 170
Unsubordinated debentures 171 1.200.717.000 1.200.717.000
Leasing and other similar obligations 172
Credit institutions 173
Other loans 174 299.908.501 325.850.953
Trade debts 175
Suppliers 1750
Bills of exchange payable 1751
Advances received on contracts in progress 176
Other amounts payable 178/9
Amounts payable within one year 6.9 42/48 830.149.068 600.966.963
Current portion of amounts payable after more than one year
falling due within one year 42
Financial debts 43 561.263.567 328.022.671
Credit institutions 430/8 9.292.931 3.327
Other loans 439 551.970.636 328.019.344
Trade debts 44 15.204.473 18.142.837
Suppliers 440/4 15.204.473 18.142.837
Bills of exchange payable 441
Advances received on contracts in progress 46
Taxes, remuneration and social security 6.9 45 26.097.187 20.744.252
Taxes 450/3 9.826.908 10.350.445
Remuneration and social security 454/9 16.270.279 10.393.807
Other amounts payable 47/48 227.583.841 234.057.203
Accruals and deferred income 6.9 492/3 50.408.331 89.529.002
TOTAL LIABILITIES 10/49 7.970.205.375 8.001.837.531

INCOME STATEMENT

Discl. Codes Period Preceding period
Operating income
Turnover
6.10 70/76A
70
77.215.918
69.990.026
Stocks of finished goods and work and contracts in progress:
increase (decrease) (+)/(-)
Own work capitalised
Other operating income
6.10 71
72
74


77.215.918

660
69.989.366
Non-recurring operating income 6.12 76A
Operating charges
Raw materials, consumables
60/66A
60
130.815.270
117.459.062
Purchases 600/8
Stocks: decrease (increase)
(+)/(-)
609
Services and other goods 61 47.345.757 44.315.007
Remuneration, social security costs and pensions (+)/(-)
Depreciation of and other amounts written off formation
6.10 62 84.384.939 77.364.265
expenses, intangible and tangible fixed assets
Amounts written off stocks, contracts in progress and trade
630 2.276.961 2.373.373
debtors: Appropriations (write-backs) (+)/(-)
Provisions for liabilities and charges: Appropriations (uses
6.10 631/4 4.773
(+)/(-)
and write-backs)
6.10 635/8 -6.925.607 -8.131.607
Other operating charges 6.10 640/8 3.033.220 2.160.251
Operating charges carried to assets as restructuring costs(-) 649
Non-recurring operating charges 6.12 66A 700.000 -627.000
Operating profit (loss) (+)/(-) 9901 -53.599.352 -47.469.036
Discl. Codes Period Preceding period
Financial income 75/76B 181.262.054 472.984.064
Recurring financial income 75 177.791.594 447.789.571
Income from financial fixed assets 750 92.271.231 248.763.549
Income from current assets 751 80.432.734 114.925.714
Other financial income 6.11 752/9 5.087.629 84.100.308
Non-recurring financial income 6.12 76B 3.470.460 25.194.493
Financial charges 65/66B 91.301.880 263.773.182
Recurring financial charges 6.11 65 91.301.880 176.336.345
Debt charges 650 75.053.402 91.775.816
Amounts written off current assets except stocks, contracts
in progress and trade debtors: appropriations (write-backs)
(+)/(-) 651
Other financial charges 652/9 16.248.478 84.560.529
Non-recurring financial charges 6.12 66B 87.436.837
Gain (loss) for the period before taxes
(+)/(-)
9903 36.360.822 161.741.846
Transfer from deferred taxes 780
Transfer to deferred taxes 680
Income taxes (+)/(-) 6.13 67/77 37.307 1.118.928
Taxes 670/3 37.307 1.118.998
Adjustment of income taxes and write-back of tax provisions 77 70
Gain (loss) of the period (+)/(-) 9904 36.323.515 160.622.918
Transfer from untaxed reserves 789
Transfer to untaxed reserves 689
Gain (loss) of the period available for appropriation (+)/(-) 9905 36.323.515 160.622.918

Nr. BE 0403.053.608 F 4

Nr.

APPROPRIATION ACCOUNT

Codes Period Preceding period
Profit (loss) to be appropriated 9906 36.323.515 160.622.918
Gain (loss) of the period available for appropriation (+)/(-) (9905) 36.323.515 160.622.918
Profit (loss) brought forward 14P
Withdrawals from capital and reserves 791/2 189.525.531 59.030.726
from capital and share premium account 791
from reserves 792 189.525.531 59.030.726
Transfer to capital and reserves 691/2
to capital and share premium account 691
to legal reserve 6920
to other reserves 6921
Accumulated profits (losses) (14)
Owners' contribution in respect of losses 794
Profit to be distributed 694/7 225.849.046 219.653.644
Dividends 694 225.849.046 219.653.644
Directors' or managers' entitlements 695
Employees 696
Other beneficiaries 697

EXPLANATORY DISCLOSURES

STATEMENT OF FORMATION EXPENSES

Codes Period Preceding period
Net book value at the end of the period 20P xxxxxxxxxxxxxxx 15.679.970
Movements during the period
New expenses incurred 8002
Depreciation 8003 3.368.953
Other (+)/(-) 8004
Net book value at the end of the period (20) 12.311.017
Of which
Formation or capital increase expenses, loan issue expenses and other
formation expenses 200/2 12.311.017
Restructuring costs 204
Codes Period Preceding period
CONCESSIONS, PATENTS, LICENCES, KNOW-HOW, BRANDS AND SIMILAR
RIGHTS
Acquisition value at the end of the period 8052P xxxxxxxxxxxxxxx 1.336.464
Movements during the period
Acquisitions, including produced fixed assets 8022
Sales and disposals 8032
(+)/(-)
Transfers from one heading to another
8042 90.431
Acquisition value at the end of the period 8052 1.426.895
Depreciations and amounts written down at the end of the period 8122P xxxxxxxxxxxxxxx 942.808
Movements during the period
Recorded 8072 107.482
Written back 8082
Acquisitions from third parties 8092
Cancelled owing to sales and disposals 8102
Transferred from one heading to another (+)/(-) 8112
Depreciations and amounts written down at the end of the period 8122 1.050.290
NET BOOK VALUE AT THE END OF THE PERIOD 211 376.605

Nr. BE 0403.053.608 F 6.2.3

Nr.
BE 0403.053.608
F 6.2.4
Codes Period Preceding period
GOODWILL
Acquisition value at the end of the period 8053P xxxxxxxxxxxxxxx 18.283.336
Movements during the period
Acquisitions, including produced fixed assets 8023
Sales and disposals 8033
Transfers from one heading to another (+)/(-) 8043
Acquisition value at the end of the period 8053 18.283.336
Depreciations and amounts written down at the end of the period 8123P xxxxxxxxxxxxxxx 18.283.336
Movements during the period
Recorded 8073
Written back 8083
Acquisitions from third parties 8093
Cancelled owing to sales and disposals 8103
Transferred from one heading to another (+)/(-) 8113
Depreciations and amounts written down at the end of the period 8123 18.283.336
NET BOOK VALUE AT THE END OF THE PERIOD 212

STATEMENT OF TANGIBLE FIXED ASSETS

Codes Period Preceding period
LAND AND BUILDINGS
Acquisition value at the end of the period 8191P xxxxxxxxxxxxxxx 6.449.354
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 6.449.354
Revaluation surpluses at the end of the period 8251P xxxxxxxxxxxxxxx
Movements during the period
Recorded 8211
Acquisitions from third parties 8221
Cancelled 8231
Transferred from one heading to another (+)/(-) 8241
Revaluation surpluses at the end of the period 8251
Depreciations and amounts written down at the end of the period 8321P xxxxxxxxxxxxxxx 639.470
Movements during the period
Recorded 8271 57.569
Written back 8281
Acquisitions from third parties 8291
Cancelled owing to sales and disposals 8301
Transferred from one heading to another (+)/(-) 8311
Depreciations and amounts written down at the end of the period 8321 697.039
NET BOOK VALUE AT THE END OF THE PERIOD (22) 5.752.315
Nr. BE 0403.053.608 F 6.3.2
Codes Period Preceding period
PLANT, MACHINERY AND EQUIPMENT
Acquisition value at the end of the period 8192P xxxxxxxxxxxxxxx 1.486.302
Movements during the period
Acquisitions, including produced fixed assets 8162 102.573
Sales and disposals 8172
Transfers from one heading to another (+)/(-) 8182 8.550
Acquisition value at the end of the period 8192 1.597.425
Revaluation surpluses at the end of the period 8252P xxxxxxxxxxxxxxx
Movements during the period
Recorded 8212
Acquisitions from third parties 8222
Cancelled 8232
Transferred from one heading to another (+)/(-) 8242
Revaluation surpluses at the end of the period 8252
Depreciations and amounts written down at the end of the period 8322P xxxxxxxxxxxxxxx 511.569
Movements during the period
Recorded 8272 219.336
Written back 8282
Acquisitions from third parties 8292
Cancelled owing to sales and disposals 8302
Transferred from one heading to another (+)/(-) 8312
Depreciations and amounts written down at the end of the period 8322 730.905
NET BOOK VALUE AT THE END OF THE PERIOD (23) 866.520
Nr. BE 0403.053.608 F 6.3.3
Codes Period Preceding period
FURNITURE AND VEHICLES
Acquisition value at the end of the period 8193P xxxxxxxxxxxxxxx 5.426.777
Movements during the period
Acquisitions, including produced fixed assets 8163 16.092
Sales and disposals 8173 1.495.369
Transfers from one heading to another (+)/(-) 8183 10.550
Acquisition value at the end of the period 8193 3.958.050
Revaluation surpluses at the end of the period 8253P xxxxxxxxxxxxxxx
Movements during the period
Recorded 8213
Acquisitions from third parties 8223
Cancelled 8233
Transferred from one heading to another (+)/(-) 8243
Revaluation surpluses at the end of the period 8253
Depreciations and amounts written down at the end of the period 8323P xxxxxxxxxxxxxxx 5.219.503
Movements during the period
Recorded 8273 88.669
Written back 8283
Acquisitions from third parties 8293
Cancelled owing to sales and disposals 8303 1.495.369
Transferred from one heading to another (+)/(-) 8313
Depreciations and amounts written down at the end of the period 8323 3.812.803
NET BOOK VALUE AT THE END OF THE PERIOD (24) 145.247
Nr. BE 0403.053.608 F 6.3.5
Codes Period Preceding 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
Transferred from one heading to another (+)/(-) 8245
Revaluation surpluses at the end of the period 8255
Depreciations and amounts written down at the end of the period 8325P xxxxxxxxxxxxxxx 1.418.240
Movements during the period
Recorded 8275
Written back 8285
Acquisitions from third parties 8295
Cancelled owing to sales and disposals 8305
Transferred from one heading to another (+)/(-) 8315
Depreciations and amounts written down at the end of the period 8325 1.418.240
NET BOOK VALUE AT THE END OF THE PERIOD (26)
Codes Period Preceding period
ASSETS UNDER CONSTRUCTION AND ADVANCE PAYMENTS
Acquisition value at the end of the period 8196P xxxxxxxxxxxxxxx 511.920
Movements during the period
Acquisitions, including produced fixed assets 8166 1.799.477
Sales and disposals 8176
(+)/(-)
Transfers from one heading to another
8186 -109.530
Acquisition value at the end of the period 8196 2.201.867
Revaluation surpluses at the end of the period 8256P xxxxxxxxxxxxxxx
Movements during the period
Recorded 8216
Acquisitions from third parties 8226
Cancelled 8236
Transferred from one heading to another (+)/(-) 8246
Revaluation surpluses at the end of the period 8256
Depreciations 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
Transferred from one heading to another (+)/(-) 8316
Depreciations and amounts written down at the end of the period 8326
NET BOOK VALUE AT THE END OF THE PERIOD (27) 2.201.867

Nr. BE 0403.053.608 F 6.3.6

STATEMENT OF FINANCIAL FIXED ASSETS

Codes Period Preceding period
AFFILIATED ENTERPRISES - PARTICIPATING INTERESTS AND SHARES
Acquisition value at the end of the period 8391P xxxxxxxxxxxxxxx 4.866.618.568
Movements during the period
Acquisitions 8361 26.876.000
Sales and disposals 8371
Transfers from one heading to another
(+)/(-)
8381
Acquisition value at the end of the period 8391 4.893.494.568
Revaluation surpluses at the end of the period 8451P xxxxxxxxxxxxxxx
Movements during the period
Recorded
8411
Acquisitions from third parties 8421
Cancelled 8431
Transferred 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 99.165.816
Movements during the period
Recorded 8471
Written back 8481 3.470.461
Acquisitions from third parties 8491
Cancelled owing to sales and disposals 8501
Transferred from one heading to another (+)/(-) 8511
Amounts written down at the end of the period 8521 95.695.355
Uncalled amounts at the end of the period 8551P xxxxxxxxxxxxxxx
Movements during the period
(+)/(-)
8541
Uncalled amounts at the end of the period 8551
NET BOOK VALUE AT THE END OF THE PERIOD (280) 4.797.799.213
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 movements
8631
NET BOOK VALUE AT THE END OF THE PERIOD (281)
ACCUMULATED AMOUNTS WRITTEN OFF AMOUNTS RECEIVABLE AT END OF
THE PERIOD
8651

First - F2017 - 21 / 68

Codes Period Preceding period
ENTERPRISES LINKED BY A PARTICIPATING INTEREST - PARTICIPATING
INTERESTS AND SHARES
Acquisition value at the end of the period 8392P xxxxxxxxxxxxxxx 15.126.591
Movements during the period
Acquisitions 8362
Sales and disposals 8372
(+)/(-)
Transfers from one heading to another
8382
Acquisition value at the end of the period 8392 15.126.591
Revaluation surpluses at the end of the period 8452P xxxxxxxxxxxxxxx
Movements during the period
Recorded 8412
Acquisitions from third parties 8422
Cancelled 8432
Transferred from one heading to another (+)/(-) 8442
Revaluation surpluses at the end of the period 8452
Amounts written down at 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
Transferred 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) 15.126.591
ENTERPRISES LINKED BY A PARTICIPATING INTEREST - 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 movements
8632
NET BOOK VALUE AT THE END OF THE PERIOD (283)
ACCUMULATED AMOUNTS WRITTEN OFF AMOUNTS RECEIVABLE AT END OF
THE PERIOD 8652
Codes Period Preceding period
OTHER ENTERPRISES - PARTICIPATING INTERESTS AND SHARES
Acquisition value at the end of the period 8393P xxxxxxxxxxxxxxx 53.800
Movements during the period
Acquisitions
8363
Sales and disposals 8373
(+)/(-)
Transfers from one heading to another
8383
Acquisition value at the end of the period 8393 53.800
Revaluation surpluses at the end of the period 8453P xxxxxxxxxxxxxxx
Movements during the period
Recorded 8413
Acquisitions from third parties 8423
Cancelled 8433
Transferred 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
Transferred 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 2.015
(+)/(-)
Movements during the period
8543
Uncalled amounts at the end of the period 8553 2.015
NET BOOK VALUE AT THE END OF THE PERIOD (284) 51.785
OTHERS 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 movements
8633
NET BOOK VALUE AT THE END OF THE PERIOD (285/8)
ACCUMULATED AMOUNTS WRITTEN OFF AMOUNTS RECEIVABLE AT END OF
THE PERIOD 8653

PARTICIPATING INTERESTS INFORMATION

PARTICIPATING INTERESTS AND SHARES IN OTHER ENTERPRISES

List of the enterprises in which the enterprise holds a participating interest, (recorded in heading 280 and 282 of assets) and the other enterprises in which the enterprise holds rights (recorded in headings 284 and 51/53 of assets) for an amount of at least 10 % of the capital issued.

Rights held Data extracted from the most recent annual accounts
NAME, full address of the REGISTERED
OFFICE and for an enterprise governed
by Belgian law, the
directly subsidiari
es
Annual Curre Capita land
reserves
Net result
COMPANY IDENTIFICATION NUMBER Nature Number % % accounts as
per
ncy
code
(+) or (-)
(in units)
UCB Pharma SA
BE 0403.096.168
Public limited company
Allee de la Recherche 60
1070 Anderlecht
Belgium
Ordinary 31/12/2017 EUR 2.587.349.973 -87.853.992
UCB Australia Pty. LTD
Foreign company
Level 1, 1155 Malvern Road (PO
Box 158)
shares -
IFRS
figures111.643.959 100,0 0,0
Australia 31/12/2017 AUD 24.363.502 1.631.146
Ordinary
shares -
IFRS
figures 17.900.000 100,0 0,0
Preferred
shares
300.000 100,0 0,0
Redeemable
Preference
Shares
4.800.000 100,0 0,0
UCB Finance NV
Foreign company
Hoge Mosten, 2
4822 NK BREDA
Netherlands Ordinary
shares -
IFRS
figures
538.459 100,0 0,0 31/12/2017 EUR 1.537.508.106 125.168.168
Vedim Pharma SA
Foreign company
Plaza de Manuel Gómez Moreno
Madrid 28020
Spain 31/12/2017 EUR 60.915.376 -50.285.654
Rights held Data extracted from the most recent annual accounts
NAME, full address of the REGISTERED
OFFICE and for an enterprise governed
by Belgian law, the
directly subsidiari
es
Annual Curre Capita land
reserves
Net result
COMPANY IDENTIFICATION NUMBER Nature Number % % accounts as
per
ncy
code
(+) or (-)
(in units)
UCB Japan Co LTD
Foreign company
Shinjuku Grand Tower, 8-17-1
Nishi-Shinjuku
Ordinary
shares -
IFRS
figures
1.235.167 100,0 0,0
Shinjuku-ku, 160-0023, Tokyo
Japan
Ordinary
shares -
IFRS
figures
69.980 100,0 0,0 31/12/2017 JPY 6.016.079.504 1.045.078.196
UCB (Investments) LTD
Foreign company
Bath Road 208
SLOUGH, SL1 3WE Berkshire
United Kingdom
31/12/2017 GBP 176.208.542 122.798.053
Cumulative
Preference
Shares -
IFRS
figures 44.928.426 100,0 0,0
Ordinary
Shares
1.000.100 100,0 0,0
UCB DE MEXICO S.A. de C.V.
Foreign company
Homero, 440 7° Floor
Col. Chapultepec Morales, 11570
MEXICO D.F.
Mexico
31/12/2017 MXN 118.946.188 18.520.179
Ordinary
shares -
IFRS
figures 51.449.999 100,0 0,0
UCB Pharma France SA
Foreign company
rue Estienne d'Orves 420
F 92700 COLOMBES
France
31/12/2017 EUR 110.796.997 4.406.019
UCB Pharma S.P.A. (Italy) Ordinary
shares -
IFRS
figures
551.539 99,99 0,01
Foreign company
Via Varesina 162
Italy 31/12/2017 EUR 62.726.638 6.011.349
Rights held Data extracted from the most recent annual accounts
NAME, full address of the REGISTERED
OFFICE and for an enterprise governed
by Belgian law, the
directly subsidiari
es
Annual Curre Capita land
reserves
Net result
COMPANY IDENTIFICATION NUMBER Nature Number % % accounts as
per
ncy
code
(+) or (-)
(in units)
UCB Pharma (Produtos
Farmacêuticos) Lda
Foreign company
Rua Victor Câmara, Edifício Q 60,
D. Maria I, Piso 1 60
Ordinary
shares -
IFRS
figures
474.525 99,9 0,1
Portugal 31/12/2017 EUR 4.462.242 362.330
UCB A.E. (Greece)
Foreign company
Ordinary
shares -
IFRS
Figures
88.500 98,33 1,67
63, Agiou Dimitriou Street
17456 Alimos, Athens
Greece
31/12/2017 EUR 8.521.366 736.992
Ordinary
shares -
IFRS
Figures
368.013 99,85 0,15
UCB (Pharma) Ireland LTD
Foreign company
Unit Drug House, Magna Drive
Magna Business Park, DUBLIN 24
Ireland
Ordinary
shares -
31/12/2017 EUR 2.808.230 68.593
IFRS
figures
59.999 99,99 0,01
UCB Korea Co LTD
Foreign company
4th Fl., A+ Asset Tower, 369
Gangnam-daero, Seocho-gu
Seoul 06621
Korea (Dem. People's Rep.)
Ordinary
shares -
31/12/2017 KRW 11.763.192.269 2.788.514.849
IFRS
figures
138.666 100,0 0,0
UCB Biopharma Ltda.
Foreign company
Av. Brigadeiro Faria Limal
2005005 Rio de Janeiro
Brazil
31/12/2017 BRL 236.297.616 1.017.795
Rights held Data extracted from the most recent annual accounts
NAME, full address of the REGISTERED
OFFICE and for an enterprise governed
by Belgian law, the
directly subsidiari
es
Annual Curre Capita land
reserves
Net result
COMPANY IDENTIFICATION NUMBER Nature Number % % accounts as
per
ncy
code
(+) or (-)
(in units)
UCB Pharmaceuticals (Taiwan) Ltd
Foreign company
12F.-2, No.88, Dunhua N. Rd.,
Songshan Dist
Ordinary
shares -
IFRS
figures537.774.156 99,99 0,01
Tapei
China
Ordinary
shares -
31/12/2017 TWD 33.537.282 9.136.695
IFRS
figures
1 100,0 0,0
UCB Trading (SG) Pte Ltd
Foreign company
Marina Boulevard 8
018981 Singapore
Singapore
31/12/2017 SGD 313.272 54.826
Ordinary
shares -
IFRS
figures
244.001 100,0 0,0
UCB Trading Malaysia Sdn Bhd
Foreign company
The Gardens South Tower
Kuala Lumpur
Malaysia
Ordinary
shares -
31/12/2017 MYR 138.252 -300.138
IFRS
figures
400.000 100,0 0,0
UCB Trading (Thailand) Ltd.
Foreign company
Sathorn Square 98
Thailand Ordinary
shares -
IFRS
figures 19.999.998 99,99 0,01 31/12/2017 THB 99.952.357 -47.642
UCB Trading (Shangai) CO LTD
Foreign company
Room 317, No. 439 Fu Te Xi Yi
Road
SHANGAI
China
31/12/2017 CNY 12.368.822 3.972.366
Ordinary
shares -
IFRS
figures
1 100,0 0,0
Rights held Data extracted from the most recent annual accounts
NAME, full address of the REGISTERED
OFFICE and for an enterprise governed
by Belgian law, the
directly subsidiari
es
Annual Curre Capita land
reserves
Net result
COMPANY IDENTIFICATION NUMBER Nature Number % % accounts as
per
ncy
code
(+) or (-)
(in units)
UCB Pharma A.S. (TURKEY)
Foreign company
Palladium Tower, Barbaros Mah.,
Kardelen Sok. No.2, Kat.24/80
Istanbul
Turkey
Ordinary
shares -
IFRS
figures
1.095.430 100,0 0,0 31/12/2017 TRY 67.914.939 29.517.445
UCB India Private Ltd
Foreign company
504, Peninsula Towers, Ganpatrao
Kadam
Marg, Lower Parel, 400013
MUMBAI
India
Ordinary 31/12/2017 INR 642.744.705 140.395.506
Uni-Mediflex Private Limited
Foreign company
shares -
IFRS
figures
3.527 99,99 0,01
504, Peninsula Corporate Park
Ganpatrao Kadam Marg
400013 Mumbay
India
Ordinary
shares -
IFRS
31/12/2017 INR 7.832.091 0
UCB S.R.O.
Foreign company
Thamova 13
18600 PRAHA 8
figures 290.000 99,99 0,01
Czech Republic Ordinary
shares -
IFRS
figures 12.300.600 100,0 0,0 31/12/2017 CZK 31.951.979 1.033.721
UCB GMBH
Foreign company
Alfred Nobelstrasse 10
D 40789 MONHEIM
Germany
Shares - 31/12/2017 EUR 311.410.430 67.155.197
IFRS
figures
394.000 5,21 94,79
Rights held Data extracted from the most recent annual accounts
NAME, full address of the REGISTERED
OFFICE and for an enterprise governed
by Belgian law, the
directly subsidiari
es
Annual Curre Capita land
reserves
Net result
COMPANY IDENTIFICATION NUMBER Nature Number % % accounts as
per
ncy
code
(+) or (-)
(in units)
UCB HUNGARY LTD
Foreign company
Obuda Gate Building,
Arpad Fejelum utja 26-28, 1023
BUDAPEST
Hungary
Shares - 31/12/2017 HUF 492.064.909 159.674.751
UCB Pharma Sp. z.o.o. (Poland)
Foreign company
Ul. Kruczkowskego 8
00-380 WARSAWA
IFRS figures148.000.000 100,0 0,0
Poland Ordinary
shares -
IFRS
figures
236.456 78,05 21,95 31/12/2017 PLN 76.021.921 11.149.740
UCB Pharma LLC (Russia)
Foreign company
Shturvalnaya str. bldg 1 5
Moscow 1253645
Russian Federation
Ordinary
shares -
IFRS
31/12/2017 RUB 218.489.178 59.173.689
UCB Bulgaria EOOD
Foreign company
15, Ljubata Str., Fl. 4 apt. 10-11
Lozenetz, Sofia 1407
Bulgaria
figures
Ordinary
1 100,0 0,0 31/12/2017 BGN 774.304 190.665
UCB Pharma Logistics LLC
Foreign company
Perevedenovky pereulok, 13,
building 21
Moscow 119048
shares -
IFRS
figures
500 100,0 0,0
Russian Federation Ordinary
shares -
IFRS
figures
1 100,0 0,0 31/12/2017 RUB -636.543.100 -270.960.976
Nr. BE 0403.053.608 F 6.5.1
----- ----------------- -- ---------
Rights held
Data extracted from the most recent annual accounts
NAME, full address of the REGISTERED
OFFICE and for an enterprise governed
by Belgian law, the
directly subsidiari
es
Annual Curre Capita land
reserves
Net result
COMPANY IDENTIFICATION NUMBER Nature Number % % accounts as
per
ncy
code
(+) or (-)
(in units)
UCB Ventures SA
BE 0667.816.096
Public limited company
Allée de la Recherche 60
1070 Anderlecht
Belgium
ordinary
shares
31/12/2017 EUR 24.003.833 -9.742
UCB Manufacturing Ireland Ltd.
Foreign company
Shannon Industrial Estate
paid-up
at 25% -
IFRS
figures 59.999.999 99,99 0,01
Ireland 31/12/2017 EUR 172.568.340 13.069.343
Classe A
shares -
IFRS
figures
Deferred
ordinary
shares
1.400.000
800.000
100,0
100,0
0,0
0,0
Dermira INC
Foreign company
Middlefield Rd Menlo Park 275
94025 California
United States
Ordinary
shares -
IFRS
30/09/2017 USD 198.727.000 -179.174.000
figures 1.841.234 4,44 0,0
Nr. BE 0403.053.608 F 6.6

OTHER INVESTMENTS AND DEPOSITS, ALLOCATION DEFERRED CHARGES AND ACCRUED INCOME

Codes Period Preceding period
INVESTMENTS: OTHER INVESTMENTS AND DEPOSITS
Shares and current investments other than fixed income investments 51 670.709 7.784
Shares - Book value increased with the uncalled amount 8681 670.709 7.784
Shares - Uncalled amount 8682
Precious metals and works of art 8683
Fixed income securities 52
Fixed income securities issued by credit institutions 8684
Fixed term accounts with credit institutions
With residual term or notice of withdrawal
53
up to one month 8686
between one month and one year 8687
over one year 8688
Other investments not mentioned above 8689 11.838.398
Period
DEFERRED CHARGES AND ACCRUED INCOME
Allocation of heading 490/1 of assets if the amount is significant
Fair market value on bonds 192.380.184
Deferred Insurance 7.439.679
Interest receivable 4.184.419
Other expenses to be carried forward 341.876
Unrealized exchange differences 5.566.579

Preceding period

STATEMENT OF CAPITAL AND SHAREHOLDING STRUCTURE

STATEMENT OF CAPITAL
Social capital
Issued capital at the end of the period 100P XXXXXXXXXXXXXX 583.516.974
Issued capital at the end of the period (100) 583.516.974
Codes Value Number of shares
Changes during the period
. .
. .
.
. .
Structure of the capital
Different categories of shares 583.516.974 194.505.658
Ordinary shares . .
. .
. . .
Registered shares 8702 XXXXXXXXXXXXXX 68.735.150
Shares dematerialized 8703 XXXXXXXXXXXXXX 125.770.508
Codes Uncalled amount Capital called but not
paid
Capital not paid
Uncalled capital
(101) . XXXXXXXXXXXXX
Called up capital, unpaid 8712 XXXXXXXXXXXXX .
Shareholders having yet to pay up in full
. .
. .
. .
Codes Period
Own shares
Held by the company itself
Amount of capital held 8721 155.725.242
Corresponding number of shares 8722 3.108.161
Held by the subsidiaries
Amount of capital held 8731 192.079.030
Corresponding number of shares 8732 3.186.516
Commitments to issue shares
Owing to the exercise 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
Owing to the exercise of subscription rights
Number of outstanding subscription rights 8745
Amount of capital to be subscribed 8746
8747
Corresponding maximum number of shares to be issued
Authorized capital not issued 8751 .

Codes

Period

Nr. BE 0403.053.608 F 6.7.1
Codes Period
Shares issued, non representing capital
Distribution
Number of shares 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 subsidiaries 8781
Notifications received pursuant to the law of 2 May 2007 on disclosure of large shareholdings
Last update: December 31, 2017 Situation as per
Share capital
€ 583,516,974
Total number of voting rights (= denominator) 194,505,658 13 March 2014
1 Financière de Tubize SA ('Tubize')
securities carrying voting rights (shares) 68,076,981 35.00% 18 December 2015
2 Schwarz Vermögensverwaltung GmbH Co. KG ('Schwarz')
securities carrying voting rights (shares) 2,021,404 1.04% 31 July 2017
Tubize + Schwarz(3)
securities carrying voting rights (shares) 70,098,385 36.04%
3 UCB SA/NV
securities carrying voting rights (shares) 3,108,161 1.60% 31 December 2017
assimilated financial instruments (options)(1) 0 0.00% 06 March 2017
assimilated financial instruments (other)(1) 0 0.00% 18 December 2015
Total 3,108,161 1.60%
4 UCB Fipar SA
securities carrying voting rights (shares) 3,186,516 1.64% 31 December 2017
assimilated financial instruments (options)(1) 435,000 0.22% 03 June 2015
assimilated financial instruments (other)(1) 0 0.00% 25 December 2015
Total 3,621,516 1.86%
UCB SA/NV + UCB Fipar SA(2) 6,729,677 3.46%
securities carrying voting rights (shares) 6,294,677 3.24%
assimilated financial instruments (options)(1) 435,000 0.22%
assimilated financial instruments (other)(1) 0 0.00%
Free float(4) (securities carrying voting rights (shares)) 118,112,596 60.72%
5 The Capital Group Companies Inc.
securities carrying voting rights (shares) 9,721,375 4.998% 11 October 2017
6 Vanguard Health Care Fund 28 October 2014
securities carrying voting rights (shares) 9,741,353 5.01%
7 BlackRock, Inc. 01 June 2017
securities carrying voting rights (shares) 5,836,096 3.00%

(all percentages are calculated on the basis of the current total number of voting rights)

(1) Assimilated financial instruments within the meaning of article 6 of the Law of 2 May 2007 on the disclosure of large shareholdings, which, if exercised, grant an additional voting right: i.e., securities, options, futures, swaps, interest term agreements and other derivatives concerning existing securities carrying voting rights that grant their holder the right to acquire such securities carrying voting rights pursuant to an agreement that is binding under the applicable law and only on the holders' own initiative.

(2) UCB SA/NV indirectly controls UCB Fipar SA | art. 6, §5, 2° and art. 9, §3, 2° of the law on the disclosure of large shareholdings.

(3) Tubize and Schwarz have declared to be acting in concert | art. 6, §4 and 9, §3, 3° of the law on the disclosure of large shareholdings.

(4)Free float being the UCB shares not held by the reference shareholder (Tubize), Schwarz, UCB SA/NV or UCB Fipar SA. Only securities carrying voting rights (shares) held by these entities are taken into account for this calculation, to the exclusion of assimilated financial instruments.

Nr. BE 0403.053.608 F 6.8
----- ----------------- -- -------

PROVISIONS FOR OTHER LIABILITIES AND CHARGES

Period
ANALYSIS OF THE HEADING 164/5 OF LIABILITIES IF THE AMOUNT IS SIGNIFICANT
Stock awards provision 19.420.223
Stock options provision 19.427.280
Stock appreciation rights provision 1.609.122
Restructuring provision 700.000

STATEMENT OF AMOUNTS PAYABLE, ACCRUED CHARGES AND DEFERRED INCOME

Codes Period
BREAKDOWN OF AMOUNTS PAYABLE WITH AN ORIGINAL PERIOD TO MATURITY OF MORE THAN ONE
YEAR, ACCORDING TO THEIR RESIDUAL TERM
Current portion of amounts payable after more than one year falling due within 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 contract in progress 8891 .
Other amounts payable 8901 .
Total current portion of amounts payable after more than one year falling due within one year (42) .
Amounts payable with a remaining term of more than one but not more than five years
Financial debts ……………………………………………………………………………………………… 8802 1.324.908.501
Subordinated loans 8812 .
Unsubordinated debentures 8822 1.025.000.000
Leasing and other similar obligations 8832 .
Credit institutions 8842
Other loans 8852 299.908.501
Trade debts ……………………………………………………………………………………………… 8862 .
Suppliers 8872 .
Bills of exchange payable 8882
Advance payments received on contracts in progress 8892
Other amounts payable 8902
Total amounts payable with a remaining term of more than one but not more than five years 8912 1.324.908.501
Amounts payable with a remaining term of more than five years
Financial debts 8803 175.717.000
Subordinated loans ……………………………………………………………………………………………… 8813 .
Unsubordinated debentures 8823 175.717.000
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 with a remaining term of more than five years 8913 175.717.000
Nr.
BE 0403.053.608
F 6.9
Codes Period
GUARANTEED AMOUNTS PAYABLE (included in headings 17 and 42/48 of the liabilities)
Amounts payable guaranteed by Belgian public authorities
Financial debts 8921 . .
Subordinated loans 8931 .
Unsubordinated debentures 8941 .
Leasing and 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 securities or irrevocably promised by the enterprise on its
own assets
Financial debts ……………………………………………………………………………………………… 8922 .
Subordinated loans 8932
Unsubordinated debentures 8942
Leasing and 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 securities or irrevocably promised by the enterprise
on its own assets
9062
Codes Period
TAXES, REMUNERATION AND SOCIAL SECURITY
Taxes (heading 450/3 of the liabilities)
Outstanding tax debts 9072
Accruing taxes payable 9073 9.826.195
Estimated taxes payable 450 713
Remuneration and social security (heading 454/9 of the liabilities)
Amounts due to the National Social Security Office 9076
Other amounts payable in respect of remuneration and social security 9077 16.270.279

$F6.9$

Nr. BE 0403.053.608 F69
Period
ACCRUALS AND DEFERRED INCOME
Allocation of heading 492/3 of liabilities if the amount is significant
Accrued interests 29.109.314
Stock options recharges 11.816.654
Other accrued charges 1.815.683
Unrealized exchange differences 1.320.061
Fair market value on bonds 6.346.583

OPERATING RESULTS

Codes Period Preceding period
OPERATING INCOME
Net turnover
Allocation by categories of activity
.
. .
. .
. .
Allocation into geographical markets
. . .
. . .
. .
. .
Other operating income
Operating subsidies and compensatory amounts received from public
authorities
740 . .
OPERATING CHARGES
Employees for whom the enterprise submitted a DIMONA declaration or
who are recorded in the general personnel register
Total number at the closing date 9086 153 142
Average number of employees calculated in full-time equivalents 9087 148.6 142,2
Number of actual worked hours 9088 249.693 230.140
Personnel costs
Remuneration and direct social benefits 620 32.562.829 29.074.549
Employers' contribution for social security 621 11.802.274 5.204.687
Employers' premiums for extra statutory insurance 622 4.157.149 5.942.308
Other personnel costs 623 35.862.687 37.138.984
Retirement and survivors' pensions 624 . 3.737
Nr. BE 0403.053.608 F 6.10
Codes Period Preceding period
Provisions for pensions and other similar rights
Appropriations (uses and write-backs) (+)/(-) 635 -78.790 -458.402
Amounts written off
Stocks and contracts in progress
Recorded 9110
Written back 9111
Trade debts
Recorded 9112 4.772
Written back 9113
Provisions for liabilities and charges
Additions 9115
Uses and write-backs 9116 6.925.607 8.131.607
Other operating charges
Taxes related to operation 640 1.928.179 1.347.465
Other costs 641/8 1.105.041 812.786
Hired temporary staff and personnel placed at the enterprise's disposal
Total number at the closing date 9096
Average number calculated in full-time equivalents 9097 0,9 1,4
Number of actual worked hours 9098 1.814 2.662
Costs to the enterprise 617 48.173 73.987

First - F2017 - 39 / 68

Nr. BE 0403.053.608 F 6.11

FINANCIAL RESULTS

Codes Period Preceding period
RECURRING FINANCIAL INCOME
Other financial income
Subsidies granted by public authorities and recorded as income for the
period
Capital subsidies 9125
Interest subsidies 9126
Allocation of other financial income
Foreign exchange 4.422.096 83.635.567
Gains on disposal of equity securities 331.173 464.741
Other financial income 334.360 0
RECURRING FINANCIAL CHARGES
Depreciation of loan issue expenses 6501 1.565.048 2.422.633
Capitalized Interests 6503
Amounts written off current assets
Recorded 6510
Written back 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
Foreign exchange (+)/(-) 10.870.116 83.988.273
Bank charges (+)/(-) 222.627 237.485
Various bank charges (+)/(-) 1.534.896 190.062
Loss on sale of options (+)/(-) 3.620.839 0

INCOME AND CHARGE OF EXCEPTIONAL SIZE OR INCIDENCE

Codes Period Preceding period
NON RECURRING INCOME 76 3.470.461 25.194.493
Non-recurring operating income (76A)
Write-back of depreciation and of amounts written off intangible and tangible
fixed assets
760
Write-back of provisions for extraordinary operating liabilities and charges 7620
7630
Capital gains on disposal of intangible and tangible fixed asset
Other non-recurring operating income 764/8
Non-recurring financial income (76B) 3.470.461 25.194.493
Write-back of amounts written down financial fixed assets 761 3.470.461 25.194.493
Write-back of provisions for extraordinary financial liabilities and charges 7621
Capital gains on disposal of financial fixed assets 7631
Other non-recurring financial income 769
NON-RECURRING EXPENSES 66 700.000 86.809.837
Non-recurring operating charges (66A) 700.000 -627.000
Non-recurring depreciation of and amounts written off formation expenses,
intangible and tangible fixed assets
660
Provisions for extraordinary operating liabilities and charges: Appropriations
(uses) (+)/(-)
6620 700.000 -627.000
Capital losses on disposal of intangible and tangible fixed assets 6630
Other non-recurring operating charges 664/7
Non-recurring operating charges carried to assets as restructuring costs .(-) 6690
Non-recurring financial charges (66B) 87.436.837
Amounts written off financial fixed assets 661 87.436.837
Provisions for extraordinary financial liabilities and charges - Appropriations
(uses) (+)/(-)
6621
Capital losses on disposal of financial fixed assets 6631
Other non-recurring financial charges 668
Non-recurring financial charges carried to assets as restructuring costs (-) 6691

INCOME TAXES AND OTHER TAXES

Codes Period
INCOME TAXES
Income taxes on the result of the period 9134 37.307
Income taxes paid and withholding taxes due or paid 9135 37.307
Excess of income tax prepayments and withholding taxes paid recorded under assets 9136
Estimated additional taxes 9137
Income taxes on the result of prior periods 9138 .
Additional income taxes due or paid 9139
Additional income taxes estimated or provided for 9140
In so far as taxes of the period are materially affected by differences between the profit before
taxes as stated in annual accounts and the estimated taxable profit
Reversal of impairments on shares $-3.470.461$
Taxed provisions $-5.309.904$
Dividend received deduction $-49.512.570$
Disallowed expenses 21.794.388
Impact of non recurring results on the amount of the income taxes relating to the current period
.
Codes Period
Status of deferred taxes
Deferred taxes representing assets
Accumulated tax losses deductible from future taxable profits
9141
9142
226.095.937
Other deferred taxes representing assets
Dividend received deduction
226.095.937
Deferred taxes representing liabilities
Allocation of deferred taxes representing liabilities
9144 .

.
.
.
Codes Period Preceding period
VALUE ADDED TAXES AND OTHER TAXES BORNE BY THIRD PARTIES
Value added taxes charged
To the enterprise (deductible) 9145 8.377.203 12.248.839
By the enterprise 9146 5.233.753 9.431.858
Amounts withheld on behalf of third party
For payroll withholding taxes 9147 18.578.104 12.099.976
For withholding taxes on investment income 9148 33.218.068 27.970.001

Г

RIGHTS AND COMMITMENTS NOT REFLECTED IN THE BALANCE SHEET

Codes Period
PERSONAL GUARANTEES PROVIDED 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 provided or irrevocably promised by the enterprise on its own assets as
security of debts and commitments of the enterprise
Mortgages
Book value of the immovable properties mortgaged 9161
Amount of registration 9171
Pledging of goodwill - Amount of the 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 provided or irrevocably promised by the enterprise on its own assets as
security of debts and commitments of third parties
Mortgages
Book value of the immovable properties mortgaged 9162
Amount of registration 9172
Pledging of goodwill - Amount of the registration 9182
Pledging of other assets - Book value of other assets pledged 9192
Guarantees provided on future assets - Amount of assets involved 9202
Nr.
BE 0403.053.608
F 6.14
Codes Period
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
.
SUBSTANTIAL COMMITMENTS TO ACQUIRE FIXED ASSETS
SUBSTANTIAL COMMITMENTS TO DISPOSE OF FIXED ASSETS
FORWARD TRANSACTIONS
Goods purchased (to be received) 9213
Goods sold (to be delivered) 9214
Currencies purchased (to be received) 9215 889.743.406
Currencies sold (to be delivered) 9216 966.695.786
Nr. BE 0403.053.608 F 6.14
Period
COMMITMENTS RELATING TO TECHNICAL GUARANTEES IN RESPECT OF SALES OR SERVICES
Period
AMOUNT, NATURE AND FORM CONCERNING LITIGATION AND OTHER IMPORTANT COMMITMENTS

SUPPLEMENT RETIREMENTS OR SURVIVORS PENSION PLANS IN FAVOUR OF THE PERSONNEL OR THE EXECUTIVES OF THE ENTERPRISE

Brief description

UCB SA has made regulations setting out an objective to be attained concerning the resources to be made available to retired salaried staff.

............................................................................................................................................................................. ........................

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

a) pensions or lump sums resulting from the maturity at the time of their retirement of group insurance policies,

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 payments made by the company ;

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

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.

Measures taken by the enterprise to cover the resulting charges

Codes Period
PENSIONS FUNDED BY THE ENTERPRISE
Estimated amount of the commitments resulting from past services 9220
Methods of estimation
Period
NATURE AND FINANCIAL IMPACT OF SIGNIFICANT EVENTS AFTER THE CLOSING DATE NOT INCLUDED IN THE
BALANCE SHEET OR THE INCOME STATEMENT
Nr. BE 0403.053.608 F 6.14
Period
COMMITMENTS TO PURCHASE OR SALE AVAILABLE TO THE COMPANY AS ISSUER OF OPTIONS FOR SALE OR
PURCHASE .
.
Period
THE BALANCE SHEET NATURE, COMMERCIAL OBJECTIVE AND FINANCIAL CONSEQUENCES OF TRANSACTIONS NOT REFLECTED IN
Provided that the risks or advantages coming from these transactions are significant and if the
disclosure of the risks or advantages is necessary to appreciate the financial situation of the company
OTHER RIGHTS AND COMMITMENTS NOT REFLECTED IN THE BALANCE SHEET (including those which can
not be quantified)
.
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

$\ldots\ldots\ldots\ldots\ldots\ldots\ldots\ldots\ldots\ldots\ldots\ldots\ldots\$

......................

RELATIONSHIPS WITH AFFILIATED ENTERPRISES, ASSOCIATED ENTERPRISES AND OTHERS ENTERPRISES LINKED BY PARTICIPATING INTERESTS

Codes Period Preceding period
AFFILIATED ENTERPRISES
Financial fixed assets (280/1) 4.797.799.213 4.767.452.752
Participating interests (280) 4.797.799.213 4.767.452.752
Subordinated amounts receivable 9271
Other amounts receivable 9281
Amounts receivable 9291 2.739.208.221 2.776.170.778
Over one year 9301 1.150.222.956 2.144.980.001
Within one year 9311 1.588.985.265 631.190.777
Current investments 9321
Shares 9331
Amounts receivable 9341
Amounts payable 9351 537.352.605 309.056.606
Over one year 9361
Within one year 9371 537.352.605 309.056.606
Personal and real guarantees
Provided or irrevocably promised by the enterprise as security for debts or
commitments of affiliated enterprises 9381
Provided or irrevocably promised by affiliated enterprises as security for
debts or commitments of the enterprise
9391
Other significant financial commitments 9401
Financial results
Income from financial fixed assets 9421 92.270.766 248.763.548
Income from current assets 9431 80.423.545 107.689.704
Other financial income 9441 762.964 45.431.691
Debt charges 9461 25.258.896 5.550.292
Other financial charges 9471 21.166.572 39.323.681
Disposal of fixed assets
Capital gains obtained 9481
Capital losses suffered 9491
Codes Period Preceding period
ASSOCIATED ENTERPRISES
Financial fixed assets 9253 .
Participating interests 9263 . .
Subordinated amounts receivable 9273 .
Other amounts receivable 9283 . .
Amounts receivable 9293 .
Over one year 9303 .
Within one year 9313 . .
Amounts payable 9353 .
Over one year 9363 .
Within one year 9373 .
Personal and real quarantees
Provided or irrevocably promised by the enterprise as security for debts or
commitments of associated enterprises 9383 .
Provided or irrevocably promised by associated enterprises as security for
debts or commitments of the enterprise
9393 .
Other significant financial commitments 9403 .
OTHER ENTERPRISES LINKED BY PARTICIPATING INTERESTS
Financial fixed assets 9252 15.126.591 15.126.591
Participating interests 9262 15.126.591 15.126.591
Subordinated amounts receivable 9272 .
Other amounts receivable 9282 .
Amounts receivable 9292 .
Over one year 9302 .
Within one year 9312 . .
Amounts payable 9352 . .
Over one year 9362
Within one year 9372 . .

$Nr$ .

BE 0403.053.608

Period
TRANSACTIONS WITH ENTERPRISES LINKED BY PARTICIPATING INTERESTS OUT OF MARKET CONDITIONS
Mention of these transactions if they are significant, including the amount of the transactions, the
nature of the link, and all information about the transactions which should be necessary to get a better
understanding of the situation of the company

$F6.15$

FINANCIAL RELATIONSHIPS WITH

DIRECTORS, MANAGERS, INDIVIDUALS OR BODIES CORPORATE WHO CONTROL THE ENTERPRISE WITHOUT BEING ASSOCIATED THEREWITH OR OTHER ENTERPRISES CONTROLLED BY THESE PERSONS

Codes Period
Amounts receivable from these persons 9500
Conditions on amounts receivable, rate, duration, possibly reimbursed amounts, canceled
amounts or renounced amounts

Guarantees provided in their favour 9501
Other significant commitments undertaken in their favour 9502
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
To former directors and former managers 9504

AUDITORS OR PEOPLE THEY ARE LINKED TO

Codes Period
Auditor's fees 9505 417.750
Fees for exceptional services or special missions executed in the company by the auditor
Other attestation missions 95061 82.997
Tax consultancy 95062
Other missions external to the audit 95063 60.290
Fees for exceptional services or special missions executed in the company by people they are
linked to
Other attestation missions 95081
Tax consultancy 95082 60.000
Other missions external to the audit 95083 20.850

Mentions related to article 133, paragraph 6 from the Companies Code

INFORMATION RELATING TO CONSOLIDATED ACCOUNTS

INFORMATION TO DISCLOSE BY EACH ENTERPRISE THAT IS SUBJECT TO COMPANY LAW ON THE CONSOLIDATED ACCOUNTS OF ENTERPRISES

The enterprise has prepared and published consolidated accounts and a consolidated report

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 year.

II. Intangible fixed assets.

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.

The costs of new acquisitions haven been depreciated on a "prorata temporis" basis.

III. Tangible fixed assets.

Fixed assets purchased 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 %

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 the non recurring profits and losses.

Nr. BE 0403.053.608 F 6.19
----- ----------------- -- --------

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.

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 non-recurring profits and losses.

V. 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.

VI. Foreign currencies.

A. Foreign currency transactions

Non-monetary assets (and liabilities), such as inventories, real estate, participations, which have resulted in a foreign currency transaction, are and are recorded in the accounts at their acquisition value in EURO as Conversion of the amount in foreign currency at the exchange rate, adopted on the day on which the transaction was registered ("historical" price).

This rule also applies as regards the recording, in EURO, of claims and monetary debts denominated in foreign currency. At the end of the financial year, however, the countervalue in EURO of these items is remeasured on the basis of the average market price on the closing date of the accounts.

The translation differences, both positive and negative, resulting from these re-estimates are taken directly into account.

B. Fair value hedges : FX risks

Depending on the nature of the financial instrument and the presence of the underlying on the balance sheet, the impact of derivatives has been recognized directly in the income statement in accordance with IFRS (International Financial Reporting Standards) Balance sheet according to Belgian standards.

Since January 1, 2016, UCB SA has made a change in accounting rules in these statutory accounts in order to align the two accounting standards. The derivative products are now recognized directly in the profit and loss accounts in BEGAAP standards.

The Board approved this change in accounting rules to facilitate the closing process and align the statutory valuation rules under the BEGAAP standards with the Group's accounting policies under

F 6.19

International Financial Reporting Standards (IFRS) and thus facilitating comparison with IFRS.

C. Fair value hedges : interest rate risk

In case an IRS is concluded under the form of a fair value hedge, the interests to be paid for the loan will be offset by the interests to be received from the IRS in the entity where the loan is accounted for. However the changes in fair value of the derivative will not be offset with the changes in fair value of the loan as the loan will remain accounted for at amortised cost under Bgaap. Therefore, as there is no offsetting exposure for the changes in fair value of the derivative, the derivative will only be accounted for as an off-balance sheet commitment and the changes in fair value will not affect profit and loss accounts. This is in line with the guidance in advice 2011/18 issued by the Belgian Accounting Commission (see § III D. of the advice) which states that, in case an IRS is concluded as a hedging operation (as opposed to a speculative operation), the eventual (negative) fluctuation in market value of the IRS does not need to be taken in profit and loss since the change in market value of the loan does not need to be accounted for neither.

In case of a CCIRS (cross currency interest rate swap), the same rules will apply except for the foreign currency part of the derivative. In this particular case, the fluctuations in fair value of the CCIRS that are due to the forex component do have an offsetting exposure as the outstanding loan will be in foreign currencies which is revalued through profit and loss. In this case, the forex component of the derivative will be measured at fair value on the balance sheet and all fluctuations of this component will go through P&L. The interest rate component of the derivative will only be accounted for as an off-balance sheet commitment and disclosed in the notes to the financial statements. This is in line with advice 2011/18 issued by the Belgian Accounting Commission (see § III D. of the advice) as the change in fair value of the loan due to the forex component will be accounted for in profit and loss due to the current valuation rules whereby all revaluation effects of monetary assets and liabilities are accounted for through P&L.

D. Cash flow hedge : FX risks

The effects of changes in fair value of cash flow hedges will only be accounted for as an offbalance sheet commitment and disclosed in the notes. In case of a back-to-back cash flow hedge for FX risk concluded by the Treasury Center, the cash flow hedge will have an offsetting exposure; so in this case, the cash flow hedge will be accounted for at fair value in the balance sheet with fluctuations going through P&L.

In case the FX risk would be hedged by options, the same methodology as explained above will be followed. In case of hedging a forecasted transaction with options, the hedged transaction is not on the balance sheet yet and since there is no offsetting exposure for the derivative, the derivative will be accounted for as an off-balance sheet commitment and disclosed in the notes to the statutory financial statements.

In order to further align the Bgaap accounting treatment of hedged transactions with the IFRS accounting treatment, UCB also proposes to recognize the effective portion of changes in the fair value of derivative financial instruments that are designated and qualify as cash flow hedges, on the same line in the income statement as the hedged item (firm commitment/forecasted transaction) at the moment the hedged item affects profit or loss or on the same line in the balance sheet at the moment the hedged forecasted transaction results in the recognition of a non-financial asset or liability (as part of the initial measurement of that asset or liability). UCB proposes to use the same average rate methodology as adopted under IFRS for recognition of the effective portion of changes in the fair value of derivative financial instruments into P&L.

E. Cash flow hedge : interest rate risks

In case of an IRS accounted for as a cash flow hedge, the same accounting principles will apply as mentioned above under IRS concluded as fair value hedges. As there is no offsetting exposure for the changes in fair value of the derivative, the derivative will only be accounted for as an offbalance sheet commitment and the changes in fair value will not affect profit and loss accounts.

Nr. BE 0403.053.608 F 6.19
----- ----------------- -- --------

This is also applicable in case an IRS is concluded for a forecasted transaction. This is in line with § III C. (IRS as hedging for a loan with variable interest rate) and E. (IRS as hedging for a forecasted transaction) of the advice 2011/18 issued by the Belgian Accounting Commission.

As a result, the Bgaap accounting treatment of cash flow hedges that hedge the interest rate risk will be different from the IFRS accounting. Under IFRS the effects of changes in fair value of cash flow hedges will be accounted for in equity whereas under Bgaap these will only be accounted for as an off-balance sheet commitment and disclosed in the notes.

F. Net investment hedge

The net investment hedge will be accounted for as an off-balance sheet commitment and disclosed in the notes to its statutory financial statements except in case there would be an offsetting exposure. The Bgaap accounting of net investment hedges will be different from the IFRS accounting.

Under IFRS any impacts of net investment hedges are accounted for in equity. Under Bgaap these will be accounted for as an off-balance sheet commitment and disclosed in the notes to the financial statements unless there is an offsetting exposure in which case the hedge is accounted for at fair value on the balance sheet with fluctuations going through P&L.

VII. Accounting treatment of fair value adjustments on loans being acquired

UCB amended the accounting treatment of fair value adjustments on loans being acquired under the Belgian Generally Accepted Accounting Principles (BEGAAP), applicable to the 2016 full year accounts, as follows: UCB SA/NV will recognize the intercompany loans that are transferred from UCB Lux S.A. at nominal value and will recognize the differences between the acquisition value (= fair value) and the nominal value of these loans on an accrual account.

As a result of this change, a fair market value of € 207 million has been recognized as a deferred charge on the balance sheet and will be taken in income statement pro rata temporis on a linear basis over the remaining duration of the loans. The total net result for accounting year 2016 has been negatively affected by an amount of € 3 million instead of € 207 million in case of immediate recognition in the income statement (as per the old accounting rules).

The new accounting treatments are in the best interest of the Company and are in accordance with applicable laws and regulations.

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 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 retired salaried staff.

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

a) pensions or lump sums resulting from the maturity at the time of their retirement of group insurance policies,

|--|

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 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.

OTHER DOCUMENTS TO BE FILED UNDER BELGIAN COMPANY LAW

See next page.

Inspired by patients.

UCB

Société Anonyme / Naamloze Vennootschap

Allée de la Recherche, 60

B-1070 Anderlecht

RPM/RPR Brussels, 0403.053.608

Annual report of the Board of Directors for the financial year ended 31 December 2017

Dear Madam, Dear Sir,

In accordance with the legal requirements and those laid down in UCB SA/NV's Articles of Association, we are pleased to present you our report on the activities of our Company during the last financial year and submit to you, for your approval, the statutory annual accounts of UCB SA/NV for the financial year ended 31 December 2017.

UCB SA/NV is the parent company of the UCB Group and serves as a holding company, managing the activities of the UCB Group and its subsidiaries worldwide.

Please refer to the UCB Group 2017 Annual Report for an overview of the activities and consolidated results of the UCB Group.

F7

$\mathbf{1}$

The Inspired by patients.
Driven by science.

1. Major events during the financial year 2017

1.1 End of product payment monetization agreement

In 2009, UCB SA/NV entered into a product payment monetization agreement with Bibeca Holdings Luxembourg SARL. In exchange for a fixed lump-sum payment of \$ 111 million, Bibeca Holdings Luxembourg SARL was entitled to receive a portion of the royalty streams that UCB SA/NV earned on the net sales of Asacol and Zyrtec in the United States of America over a fixed period of time.

In September 2017 UCB SA/NV completed the last reimbursement under this agreement for a total amount of \$26 million, as such UCB SA/NV has no further outstanding financial obligations anymore in relation to Bibeca Holdings Luxembourg SARL.

1.2 Pay up capital of subsidiaries

In order to enable UCB Ventures SA/NV to fulfil its financial obligations in relation to its investments. UCB SA/NV has been requested during 2017, as shareholder of UCB Ventures SA/NV, to pay up the capital for an additional amount of € 10 million. After this payment, the total paid-up capital in UCB Ventures SA/NV amounts to € 25 million.

1.3 Transfer of obligations under 2017 Performance Share Plan from UCB SA/NV to UCB Fipar SA/NV

Similar to previous years, the obligations of UCB SA/NV under the 2017 UCB Performance Share Plan have been transferred to UCB Fipar SA/NV. UCB Fipar SA/NV has received a compensation of € 8 million for assuming the obligations under this plan.

1.4 Transactions in UCB securities

During 2017, UCB SA/NV acquired 932 055 UCB shares and disposed of 903 430 UCB shares.

On 6 March 2017, UCB SA/NV also sold 1 000 000 options on UCB shares, previously purchased on 22 June 2015 and 7 July 2015 and with various maturity dates between 25 September 2017 and 25 June 2018, over-the-counter in two tranches of each 500 000 options, to the original bank counterparties. This operation generated a loss of $\epsilon$ 4 million.

As a result, on 31 December 2017, UCB SA/NV retained a total of 3 108 161 UCB shares representing 1.60% of the capital and a par value of €9 million. The amount reported in the balance sheet under the section "own shares" represents € 156 million.

F7

Nr.

Inspired by patients.

1.5 Acquisition of participations held by Vedim Pharma S.A. in two UCB affiliates

On 21 December 2017, UCB SA/NV completed the share purchase agreements for the participations in two affiliates previously held by Vedim Pharma S.A. The purchase price has been determined based on the fair value of the affiliates. The concerned participations are listed below:

  • 38 942 shares of UCB Pharma S.A. (France) for a total amount of €8 million; and $\bullet$
  • 88 500 shares of UCB Pharma (Produtos Farmacêuticos Lda) for a total amount of €9 million. $\bullet$

1.6 Risk of impairment on the shares held by UCB SA/NV - Impairment test on participations

On 31 December 2017, an impairment testing has been performed on the shareholdings of UCB SA/NV. We can conclude that there is no risk and that there is no additional impairment to be considered.

This impairment testing also revealed that two historical impairment charges were not relevant anymore. Hence those impairment charges have been reversed for a total amount of €3 million related to UCB Pharma SA/NV and UCB Hungary Ltd.

The reversal of the historical impairment charges have been recognized in the financial results in the income statement of 2017.

2. Change in accounting policies

There were no changes in the accounting policies in 2017.

3. Internal controls in place regarding the establishment of the annual accounts

The Audit Committee, on behalf of the Board of Directors of UCB SA/NV, assessed the adequacy and effectiveness of the internal control system in detecting fraud, irregularities or infringement of laws, rules and regulations or material control failures on a regular basis. Internal control mechanisms are further described in the UCB Group 2017 Annual Report.

Major events after the balance sheet date 4.

On January 8 2018, the credit facility of €1 billion has been amended and extended till January 9 2023 (including the option to request further extensions of the maturity date by two additional years).

3

5. Conflicts of interest met during the financial year

There were no transactions or contractual relationships in 2017 between UCB SA/NV, including its affiliated companies, and a member of the Board of Directors giving rise to conflicts of interest, except as reported in section 1.9 (Application of article 523 of the Belgian Companies Code) of the Corporate Governance Statement included in the UCB Group 2017 Annual Report.

6. Financial information

Results at 31 December 2017

The operations of UCB SA/NV generated in 2017 a net profit of $\epsilon$ 36 million after tax compared to € 161 million in 2016.

The evolution in the net profit (decrease of $\epsilon$ 125 million) is mainly due to:

  • the decrease in dividends received from its subsidiaries for a total amount of € 157 million, mainly due to the absence of a dividend from UCB Lux S.A., which has been liquidated in 2016 with net liquidation proceeds amounting to €231 million, partly compensated by the dividends received in 2017 from UCB Manufacturing Ireland for a total amount of € 20 million and from UCB Finance NV for a total amount of €65 million;
  • the increase in other operating income for $\epsilon$ 7 million related to service agreements with the other affiliates;
  • the increase in the provision, to cover risk of share price changes of long-term incentives granted to the Executive Committee and certain categories of employees, for a total amount of €1 million;
  • the increase of the non-recurring operating expenses for an amount of $\epsilon$ 1 million related to a $\bullet$ restructuring provision;
  • the decrease of the interests income for a total amount of $\epsilon$ 35 million compensated by the $\bullet$ decrease of the interests expense for a total amount of €17 million, both driven by the Euribor rate;
  • the reversal of impairment charges on participation in 2017 for a total amount of € 3 million compared to an impairment charge of € 62 million in 2016 (please refer to section 1.6);
  • the increase of the other net financial loss for a total amount of € 10 million mainly as a result of the realised loss on the sale of options for a value of €4 million (please refer to section 1.4).

F7

Nr.

Inspired by patients.

Result appropriation

The total net profit of $\epsilon$ 36 million is available for distribution. The Board of Directors proposes the following allocation:

  • distribution to the shareholders of a gross dividend of $\epsilon$ 1.18 per share; and
  • drawing on available reserves for € 190 million. $\bullet$

The Board of Directors thus propose to pay, against delivery of coupon no. 21, a gross dividend of € 1.18 per share (giving right to a dividend net of Belgian 30% withholding tax of € 0.826). The aggregate amount to be distributed to the shareholders may fluctuate depending on the number of UCB shares held by UCB SA/NV (own shares) and its direct subsidiaries on the dividend approval date, as the UCB shares held by UCB SA/NV (own shares) and its direct subsidiaries are not entitled to a dividend. Per 1 January 2018, 191 397 497 UCB shares are entitled to a dividend, representing a total distribution of € 226 million. The Board of Directors will communicate at the General Meeting the total number of UCB shares entitled to the 2017 dividend and will submit the aggregate amount to be distributed to the shareholders for approval. The annual accounts of 2017 will be adapted accordingly.

Subject to the approval of the proposed dividend distribution by the General Meeting, coupon no. 21 will be payable as from 2 May 2018 at KBC Bank NV/SA, Havenlaan 12 Avenue du Port, 1080 Brussels (Belgium).

In accordance with the law, we request you to grant discharge to the Directors and the Statutory Auditor for the performance of their duties during the financial year ended 31 December 2017.

Balance Sheet items at 31 December 2017

On the balance sheet of UCB SA/NV at 31 December 2017, the total assets and liabilities amount to $\epsilon$ 7 970 million, as compared to € 8 002 million at 31 December 2016.

The variation on the balance sheet is mainly driven by:

  • the increase of participating interests in affiliates as a result of the acquisition of the participations in two UCB affiliates previously held by Vedim Pharma S.A. for a total amount of € 17 million (please refer to section 1.5) and the paid-up capital in UCB Ventures SA/NV for € 10 million (please refer to section 1.2);
  • the reclassification of an intra-group receivable amounting to £850 million with maturity date in 2018 from the long term intercompany receivable position to the short term intercompany receivable position;
  • the increase of the investments in own shares for a total amount of $\epsilon$ 15 million as a result of the acquisition of 932 055 UCB shares at a higher average price than the price applied for the disposal of 903 430 UCB shares during the year (please refer to section 1.4);

Inspired by patients. Driven by science.

  • the decrease in other investments due to the sale of 1 000 000 options on UCB shares for € 12 million (please refer to section 1.4);
  • the decrease of the deferred charges as a result of the deferral of the premium paid in 2016 $\bullet$ for the assignment of the intra-group receivables for a total amount of $\epsilon$ 221 million, hence in 2017 a total amount of € 25 million has been deferred;
  • the decrease in the available reserves for a total amount of € 190 million mainly driven by the proposed dividend distribution (please refer to section 6 Financial information - Result appropriation);
  • the decrease in the provision, to cover risk of share price changes of long-term incentives granted to the Executive Committee and certain categories of employees, for a total amount of €7 million mainly due to the transfer of obligations under the 2017 Performance Share Plan from UCB SA/NV to UCB Fipar SA/NV (please refer to section 1.3);
  • the reclassification of the portion of the loan with the European Investment Bank ("EIB") maturing in 2018, for a total value of € 26 million, from the long term financial debt position to the short term financial debt position;
  • the increase in the short term financial debt position for a total amount of $\epsilon$ 233 million as a result of the increase in the bank overdraft for a total amount of €9 million and the increase of the cash pooling position for a total amount of € 226 million;
  • the decrease of the deferred revenues for a total amount of $\epsilon$ 30 million as a result of decrease of the derivative financial instruments; and
  • the decrease of the deferred revenues for a total amount of $\epsilon$ 10 million as a result of the deferral of the revenue, related to stock options granted in 2013, in line with the exercise of options in 2017. On 31 December 2017, the outstanding revenue to be deferred amounts to €18 million.

7. Changes to the composition of the Board

Please refer to the Corporate Governance Statement in the UCB Group 2017 Annual Report for the changes in the Board composition in 2017 as well as the proposals for changes to the composition for 2018.

8. Financial instruments, risks of credit, risks of liquidity and risks of treasury

Please refer to the UCB Group 2017 Annual Report, "Notes to the Consolidated Financial Statements", Point 4 "Financial Risks Management".

6

9. Change of control

Please refer to section 1.8.9 of the of the Corporate Governance Statement included in the UCB Group 2017 Annual Report for a complete overview of all agreements including change of control provisions approved in and/or prior to 2017.

10. Activities in the area of research and development

The activities of UCB SA/NV are holding activities. There are no research and development activities at the level of UCB SA/NV.

11. Branches of UCB SA/NV

UCB SA/NV has no branches.

12. Corporate Governance Statement

The Corporate Governance Statement (including the Remuneration Report) is included in the UCB Group 2017 Annual Report.

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Luck Inspired by patients.
Driven by science.

13. Non-financial information

In September 2017, a new Belgian legislation on non-financial information became effective. As relates to the Sustainability report, this legislation requires the company to report on five CSR areas: environmental, social and employee matters, human rights, anticorruption and bribery and diversity & inclusion.

The first four of these five areas are detailed in the UCB 2017 Sustainability Report. Further information on diversity and inclusion can be found in the management report of the Board of Directors included in the UCB Group 2017 Annual Report.

Brussels, 21 February 2018.

$Q_{\Lambda\Lambda} \rho$

Jean-Christophe Tellier Chief Executive Officer and Director

Evelyn du Monceau Chair of the Board

$\,$ 8 $\,$

Nr. BE 0403.053.608 F 10

SOCIAL BALANCE SHEET

Number of joint industrial committee: 207

STATEMENT OF THE PERSONS EMPLOYED

EMPLOYEES FOR WHOM THE ENTERPRISE SUBMITTED A DIMONA DECLARATION OR WHO ARE RECORDED IN THE GENERAL PERSONNEL REGISTER

During the current period
Codes
Total 1.
Men
2.
Women
Average number of employees
Full-time 1001 136,0 55,3 80,7
Part-time 1002 12,9 2,3 10,6
Total in full-time equivalents 1003 148,6 57,3 91,3
Number of hours actually worked
Full-time 1011 231.840 96.144 135.696
Part-time 1012 17.853 2.704 15.149
Total 1013 249.693 98.848 150.845
Personnel costs
Full-time 1021 78.351.370 32.492.297 45.859.073
Part-time 1022 6.033.569 913.829 5.119.740
Total 1023 84.384.939 33.406.126 50.978.813
Advantages in addition to wages 1033
During the preceding period
Codes
P.
Total
1P. Men 2P. Women
Average number of employees in FTE 1003 142,2 56,3 85,9
Number of hours actually worked 1013 230.140 91.492 138.648
Personnel costs 1023 77.360.529 30.754.626 46.605.903
Advantages in addition to wages 1033
Nr. BE 0403.053.608 F 10
----- ----------------- -- -- ------

EMPLOYEES FOR WHOM THE ENTERPRISE SUBMITTED A DIMONA DECLARATION OR WHO ARE RECORDED IN THE GENERAL PERSONNEL REGISTER (continued)

At the closing date of the period 1.
Full-time
2.
Part-time
3.
Total full-time
equivalents
Number of employees 138 15 149,6
By nature of the employment contract
Contract for an indefinite period 110 134 15 145,6
Contract for a definite period 111 4 4,0
Contract for the execution of a specifically assigned work 112
Replacement contract 113
According to gender and study level
Men 120 57 2 58,6
primary education 1200
secondary education 1201
higher non-university education 1202 2 1 2,8
university education 1203 55 1 55,8
Women 121 81 13 91,0
primary education 1210
secondary education 1211 4 2 5,6
higher non-university education 1212 2 7 7,8
university education 1213 75 4 77,6
By professional category
Management staff 130 15 15,0
Employees 134 123 15 134,6
Workers 132
Others 133

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

During the period Codes 1.
Hired
temporary staff
2.
Persons placed
at the
enterprise's
disposal
Average number of persons employed 150 0,9
Number of hours actually worked 151 1.814
Costs for the enterprise 152 48.173

By nature of employment contract

ENTRIES Codes 1.
Full-time
2.
Part-time
3.
Total full-time
equivalents
Number of employees for whom the entreprise submitted a
DIMONA declaration or who have been recorded in the
general personnel register during the financial year
205 37 37,0
By nature of employment contract
Contract for an indefinite period 210 34 34,0
Contract for a definite period 211 3 3,0
Contract for the execution of a specifically assigned work 212
Replacement contract 213
DEPARTURES 1.
Full-time
2.
Part-time
3.
Total full-time
equivalents
Number of employees whose contract-termination date has
been entered in DIMONA declaration or in the general
personnel register during the financial year
26 26,0
By nature of employment contract
Contract for an indefinite period 310 22 22,0
Contract for a definite period 311 4 4,0
Contract for the execution of a specifically assigned work 312
Replacement contract 313
By reason of termination of contract
Retirement 340 1 1,0
Unemployment with extra allowance from enterprise 341
Dismissal 342 3 3,0
Other reason 343 22 22,0
the number of persons who continue to render services to
the enterprise at least half-time on a self-employed basis 350
Nr. BE 0403.053.608 F 10

INFORMATION ON TRAINING PROVIDED TO EMPLOYEES DURING THE PERIOD

Codes Men Codes Women
Total of initiatives of formal professional training at the expense of the
employer
Number of employees involved 5801 49 5811 83
Number of actual training hours 5802 714 5812 1.325
Net costs for the enterprise 5803 53.431 5813 87.350
of which gross costs directly linked to training 58031 46.209 58131 82.840
of which fees paid and paiments to collective funds 58032 7.222 58132 4.510
of which grants and other financial advantages received (to deduct) 58033 58133
Total of initiatives of less formal or informal professional training at the
expense of the employer
Number of employees involved 5821 5831
Number of actual training hours 5822 5832
Net costs for the enterprise 5823 5833
Total of initiatives of initial professional training at the expense of the
employer
Number of employees involved 5841 3 5851 4
Number of actual training hours 5842 3.504 5852 3.328
Net costs for the enterprise 5843 36.306 5853 35.056