UCB — Audit Report / Information 2012

Mar 26, 2013

UCB SA/NV

Statutory auditor's report to the general
shareholders' meeting on the annual accounts as
of and for the year ended 31 December 2012

$26^{\rm th}$ February 2013

STATUTORY AUDITOR'S REPORT TO THE GENERAL SHAREHOLDERS' MEETING ON THE ANNUAL ACCOUNTS OF UCB SA/NV AS OF AND FOR THE YEAR ENDED 31 DECEMBER 2012

As required by law and the company's articles of association, we report to you on the performance of our mandate of statutory auditor. This report includes our report on the annual accounts, as defined below, for the year ended 31 December 2012, as well as our report on other legal and regulatory requirements.

Report on the annual accounts

We have audited the annual accounts of UCB SA/NV ("the Company") for the year ended 31 December 2012, prepared in accordance with the financial reporting framework applicable in Belgium, which show a balance sheet total of EUR 9.173.825.810 and a profit for the year of EUR 323.182.270.

The Company's board of directors' responsibility for the preparation of the annual accounts

The board of directors is responsible for the preparation and fair presentation of these annual accounts in accordance with the financial reporting framework applicable in Belgium, and for such internal control as the board of directors determines is necessary to enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or error.

Statutory auditor's responsibility

Our responsibility is to express an opinion on these annual accounts based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the annual accounts are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the annual accounts. The procedures selected depend on the statutory auditor's judgment, including the assessment of the risks of material misstatement of the annual accounts, whether due to fraud or error. In making those risk assessments, the statutory auditor considers internal control relevant to the Company's preparation and fair presentation of the annual accounts in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the board of directors, as well as evaluating the overall presentation of the annual accounts. We have obtained from the company's officials and the board of directors the explanations and information necessary for performing our audit.

PwC Bedrijfsrevisoren cvba, burgerlijke vennootschap met handelsvorm - PwC Reviseurs d'Entreprises scrl, société civile à forme commerciale - Financial Assurance Services

Maatschappelijke zetel/Siège social: Woluwe Garden, Woluwedal 18, B-1932 Sint-Stevens-Woluwe T: +32 (0)2 710 4211, F: +32 (0)2 710 4299, www.pwc.com BTW/TVA BE 0429.501.944 / RPR Brussel - RPM Bruxelles / ING BE43 3101 3811 9501 - BIC BBRUBEBB /

RBS BE89 7205 4043 3185 - BIC ABNABEBR

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our unmodified opinion.

Unmodified Opinion

In our opinion, the annual accounts give a true and fair view of the company's net equity and financial position as at 31 December 2012 and of its results for the year then ended in accordance with the financial reporting framework applicable in Belgium.

Report on other legal and regulatory requirements

The board of directors is responsible for the preparation and the content of the annual report, for maintaining the company's accounting records in compliance with the applicable legal and regulatory requirements, as well as for the Company's compliance with the Companies' Code and the Company's articles of association.

In the framework of our mandate our responsibility is to verify compliance with certain legal and regulatory requirements. On this basis, we provide the following additional comments, which do not modify our opinion on the annual accounts:

• The annual report includes the information required by the Companies' Code and is consistent with the financial statements. We are, however, unable to comment on the description of the principal risks and uncertainties which the company is facing, and on its financial situation, its foreseeable evolution or the significant influence of certain facts on its future development. We can nevertheless confirm that the matters disclosed do not present any obvious inconsistencies with the information that we became aware of during the performance of our mandate.
• Without prejudice to formal aspects of minor importance, the accounting records were maintained in accordance with the legal and regulatory requirements applicable in Belgium.
• The appropriation of results proposed to the general meeting complies with the legal provisions and the provisions of the articles of association.
• There are no transactions undertaken or decisions taken in violation of the company's articles of association or the Companies' Code that we have to report to you.

In accordance with article 523 of the Companies' Code, we are also required to report to you on the decisions of the Board of Directors of $\hat{1}$ March 2012 relative to (1) the approval of the CEO bonus on 2011 performance, (2) the approval of the CEO base salary and LTI grants for 2012, (3) the issuance of 3.600.000 stock options in favour of some 1.250 employees of the UCB group (stock option plan), (4) the free share grant of 300.000 shares to about 38 Senior Executives within the group (stock award plan), and $(5)$ the potential free share grant of an additional 100.000 shares to be allocated in exceptional circumstances by decision of the Executive Committee (stock awards and performance shares in exceptional circumstances). These decisions were recorded in minutes, the text of which is taken in extenso in the management report on the consolidated financial statements. As explained in these minutes, the financial consequences of (1) the approval of the CEO bonus on 2011 performance will be a cost of the company for EUR 1.550.557, (2) the approval of the CEO base salary will be a 3% increase, the decision (3) to issue 3,600,000 stock options consist basically in the difference which might exist between the purchase price of own shares by the company and the price of resale of these same shares to the staff concerned when exercising the options in accordance with the conditions stipulated in the plan rules. The financial consequences of the decision $(4)$ to grant 300.000 free shares and (5) potentially an additional 100.000 free shares consist in covering the obligations which result from these awards of free UCB shares, i.e. the value of the UCB shares at time of vesting.

Brussels, 26th February 2013

The Statutory Auditor PwC Bedrijfsrevisoren BCVBA Represented by

Jean Fossion Réviseur d'Entreprises / Bedrijfsrevisor