UCB — Audit Report / Information 2015

Mar 25, 2016

UCB SA/NV

Statutory auditor's report to the general
shareholders' meeting on the annual accounts
for the year ended 31 December 2015

$\ensuremath{25}$ February
$\ensuremath{2016}$

STATUTORY AUDITOR'S REPORT TO THE GENERAL SHAREHOLDERS' MEETING OF THE COMPANY UCB SA/NV ON THE ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2015

As required by law and the Company's articles of association, we report to you in the context of our statutory auditor's mandate. This report includes our opinion on the annual accounts, as well as the required additional statements. The annual accounts include the balance sheet as at 31 December 2015, the income statement for the year then ended, and the disclosures.

Report on the annual accounts - Unqualified opinion

We have audited the annual accounts of UCB SA/NV ("the Company") for the year ended 31 December 2015, prepared in accordance with the financial-reporting framework applicable in Belgium, which show a balance sheet total of EUR 9.163.602.691 and a profit for the year of EUR 171,641,448.

The 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 determine 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 (ISAs). 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 board of directors and Company's officials the explanations and information necessary for performing our audit.

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

Unqualified 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 2015 and of its results for the year then ended in accordance with the financial-reporting framework applicable in Belgium.

PwC Bedriifsrevisoren cyba, 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 / BELFIUS BE92 0689 0408 8123 - BIC GKCCBEBB

Report on other legal and regulatory requirements

The board of directors is responsible for the preparation and the content of the directors' report, for the compliance with the applicable legal and regulatory requirements regarding bookkeeping, the Companies' Code and the Company's articles of association.

In the context of our mandate and in accordance with the Belgian standard which is complementary to the International Standards on Auditing (ISAs) as applicable in Belgium, our responsibility is to verify, in all material respects, compliance with certain legal and regulatory requirements. On this basis, we provide the following additional statements which do not impact our opinion on the annual accounts:

• The directors' report includes the information required by the Companies' Code, is consistent $\bullet$ with the financial statements, and does not present material 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 $\bullet$ 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 breach 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 $\bullet$ the decisions of the Board of Directors of 26 February 2015 relating to the CEO remuneration, the performance bonus, and long-term incentive grants that approved (1) the CEO bonus payout 2015 (performance 2014) (2) the CEO base salary as of 1 January 2015, and (3) the CEO long-term incentive 2015.

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 the decisions are that (1) the CEO bonus pay-out 2015 (performance 2014) will be $C868.959$ , (2) the annual base pay of the CEO will be EUR 940.000 as from 1 January 2015, and (3) the CEO long-term incentive will be 46.800 stock options (vesting period of 3 years and 8 months), 10.058 stock awards (3 years vesting period) and 20.754 performance shares (3 years vesting period).

Brussels, 25 February 2016

The Statutory Auditor PwC Reviseurs d'Entreprises sccri / Bedrijfsrevisoren bcvba Represented by

Romain Seffer* Registered Auditor

*Romain Seffer SC SPRL Board Member, represented by its permanent representative, Romain Seffer